UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

|(Mark One)                                                    |                                                                                         
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                             | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|For the quarterly period ended: March 31, 2005               
|OR                                                           
|o                                                             | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from                             to

Commission File Number: 333-57201

Advanstar, Inc.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

94-3243499(I.R.S. Employer
Identification No.)

One Park Avenue, New York, NY(Address of principal executive offices)

10016(Zip Code)

Registrant's Telephone Number, Including Area Code: (212) 951-6600

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days.        Yes ý    No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).        Yes o    No ý

As of May 16, 2005, 100 shares of the registrant's common stock were outstanding.



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PART I    FINANCIAL INFORMATION

Item 1.Financial Statements:

|           |  |                                                                                                                |  | Page in this
Quarterly
Report
|---------- |  | -------------------------------------------------------------------------------------------------------------- |  | -----------------------------
|           |  | Condensed Consolidated Balance Sheets at March 31, 2005 (unaudited) and December 31, 2004                      |  | 2                            
|           |  | Condensed Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2005 and 2004 |  | 3                            
|           |  | Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2005 and 2004 |  | 4                            
|           |  | Notes to Condensed Consolidated Financial Statements (unaudited)                                               |  | 5                            
|Item 2.    |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                          |  | 15                           
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                     |  | 26                           
|Item 4.    |  | Controls and Procedures                                                                                        |  | 27                           
|PART II    |  | OTHER INFORMATION                                                                                              |  |                              
|Item 6.    |  | Exhibits                                                                                                       |  | 28                           
|Signatures |  | 29                                                                                                            

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PART 1. FINANCIAL INFORMATION
Advanstar, Inc.
Condensed Consolidated Balance Sheets(In thousands, except share and per share data)

|                                          |                                                                                                                                   | March 31,
2005                         |         | December 31,
2004 |        
|----------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | ------- | ----------------- | -------
|
|ASSETS                                    |                                                                                                                                   |                                        |         |                   |        
|Current assets:                           |                                                                                                                                   |                                        |         |                   |        
|                                          | Cash and cash equivalents                                                                                                         |                                        | $       | 39,137            |        
|                                          | Accounts receivable, net of allowance of $736 and $798 at March 31, 2005 and December 31, 2004                                    |                                        |         | 30,173            |        
|                                          | Prepaid expenses                                                                                                                  |                                        |         | 9,653             |        
|                                          | Other                                                                                                                             |                                        |         | 3,520             |        
|                                          |                                                                                                                                   |                                        |         |                   |        
|                                          |                                                                                                                                   | Total current assets                   |         |                   | 82,483 
|                                          |                                                                                                                                   |                                        |         |                   |        
|Due from parent                           |                                                                                                                                   |                                        | 282     |                   |        
|Property, plant and equipment, net        |                                                                                                                                   |                                        | 24,273  |                   |        
|Intangible and other assets:              |                                                                                                                                   |                                        |         |                   |        
|                                          | Goodwill                                                                                                                          |                                        |         | 707,080           |        
|                                          | Intangibles and other, net                                                                                                        |                                        |         | 91,678            |        
|                                          |                                                                                                                                   |                                        |         |                   |        
|                                          |                                                                                                                                   | Total intangible and other assets, net |         |                   | 798,758
|                                          |                                                                                                                                   |                                        |         |                   |        
|                                          |                                                                                                                                   | $                                      | 905,796 |                   | $      
|                                          |                                                                                                                                   |                                        |         |                   |        
|LIABILITIES AND STOCKHOLDER'S EQUITY      |                                                                                                                                   |                                        |         |                   |        
|Current liabilities:                      |                                                                                                                                   |                                        |         |                   |        
|                                          | Current maturities of long-term debt                                                                                              |                                        | $       | 1,300             |        
|                                          | Accounts payable                                                                                                                  |                                        |         | 17,355            |        
|                                          | Accrued compensation                                                                                                              |                                        |         | 5,518             |        
|                                          | Other accrued expenses                                                                                                            |                                        |         | 35,355            |        
|                                          | Deferred revenue                                                                                                                  |                                        |         | 43,249            |        
|                                          |                                                                                                                                   |                                        |         |                   |        
|                                          |                                                                                                                                   | Total current liabilities              |         |                   | 102,777
|                                          |                                                                                                                                   |                                        |         |                   |        
|Long-term debt, net of current maturities |                                                                                                                                   |                                        | 752,850 |                   |        
|Deferred income taxes                     |                                                                                                                                   |                                        | 21,250  |                   |        
|Other long-term liabilities               |                                                                                                                                   |                                        | 3,472   |                   |        
|Minority interests                        |                                                                                                                                   |                                        | 4,225   |                   |        
|Commitments and contingencies             |                                                                                                                                   |                                        |         |                   |        
|Stockholder's equity:                     |                                                                                                                                   |                                        |         |                   |        
|                                          | Common stock, $.01 par value, 10,000 shares authorized; 100 shares issued and outstanding at March 31, 2005 and December 31, 2004 |                                        |         |                  |        
|                                          | Capital in excess of par value                                                                                                    |                                        |         | 370,424           |        
|                                          | Accumulated deficit                                                                                                               |                                        |         | (354,963          | )      
|                                          | Accumulated other comprehensive income                                                                                            |                                        |         | 5,761             |        
|                                          |                                                                                                                                   |                                        |         |                   |        
|                                          | Total stockholder's equity                                                                                                        |                                        |         | 21,222            |        
|                                          |                                                                                                                                   |                                        |         |                   |        
|                                          |                                                                                                                                   | $                                      | 905,796 |                   | $      
|                                          |                                                                                                                                   |                                        |         |                   |        

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

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Advanstar, Inc.
Condensed Consolidated Statements of Operations(In thousands)

|                                                                                    |                                                             | For the
Three Months Ended
March 31, |        
|----------------------------------------------------------------------------------- | ----------------------------------------------------------- | ------------------------------------ | -------
|
|
|Revenue                                                                             |                                                             | $                                    | 114,006
|Operating expenses:                                                                 |                                                             |                                      |        
|                                                                                    | Cost of production (excluding depreciation)                 |                                      |        
|                                                                                    | Selling, editorial and circulation (excluding depreciation) |                                      |        
|                                                                                    | General and administrative (excluding depreciation)         |                                      |        
|                                                                                    | Amortization of intangibles                                 |                                      |        
|                                                                                    | Depreciation                                                |                                      |        
|                                                                                    |                                                             |                                      |        
|                                                                                    |                                                             | Total operating expenses             |        
|                                                                                    |                                                             |                                      |        
|Operating income                                                                    |                                                             |                                      | 22,885 
|Other income (expense):                                                             |                                                             |                                      |        
|                                                                                    | Interest expense, net                                       |                                      |        
|                                                                                    | Other income (expense), net                                 |                                      |        
|                                                                                    |                                                             |                                      |        
|(Loss) income from continuing operations before income taxes and minority interests |                                                             |                                      | (378   
|Provision for income taxes                                                          |                                                             |                                      | 3,449  
|Minority interests                                                                  |                                                             |                                      | (646   
|                                                                                    |                                                             |                                      |        
|(Loss) income from continuing operations                                            |                                                             |                                      | (4,473 
|Discontinued operations (see Note 3):                                               |                                                             |                                      |        
|                                                                                    | (Loss) income from operations of discontinued businesses    |                                      |        
|                                                                                    |                                                             |                                      |        
|                                                                                    | Net (loss) income                                           |                                      | $      
|                                                                                    |                                                             |                                      |        

The
accompanying notes are an integral part of these condensed consolidated financial statements.

3

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Advanstar, Inc.
Condensed Consolidated Statements of Cash Flows(In thousands)

|                                                     |                                                                                 | For the
Three Months Ended
March 31,                |       
|---------------------------------------------------- | ------------------------------------------------------------------------------- | --------------------------------------------------- | ------
|
|
|Operating activities:                                |                                                                                 |                                                     |       
|                                                     | Net (loss) income                                                               |                                                     | $     
|                                                     | Adjustments to reconcile net loss to net cash provided by operating activities: |                                                     |       
|                                                     |                                                                                 | Depreciation and amortization                       |       
|                                                     |                                                                                 | Gain on derivative financial instruments            |       
|                                                     |                                                                                 | Undistributed earnings of minority interest holders |       
|                                                     |                                                                                 | Noncash interest expense                            |       
|                                                     |                                                                                 | Gain on sale of business and other assets           |       
|                                                     |                                                                                 | Deferred income taxes                               |       
|                                                     |                                                                                 | Provision for bad debts                             |       
|                                                     |                                                                                 | Changes in operating assets and liabilities         |       
|                                                     |                                                                                 |                                                     |       
|                                                     |                                                                                 | Net cash provided by operating activities           |       
|                                                     |                                                                                 |                                                     |       
|Investing activities:                                |                                                                                 |                                                     |       
|                                                     | Additions to property, plant and equipment                                      |                                                     |       
|                                                     | Acquisitions of publications and trade shows, net of cash acquired              |                                                     |       
|                                                     | Proceeds from sale of business and other assets                                 |                                                     |       
|                                                     |                                                                                 |                                                     |       
|                                                     |                                                                                 | Net cash (used in) provided by investing activities |       
|                                                     |                                                                                 |                                                     |       
|Financing activities:                                |                                                                                 |                                                     |       
|                                                     | Proceeds from revolving credit loan                                             |                                                     |       
|                                                     | Payments on revolving credit loan                                               |                                                     |       
|                                                     | Payments of long-term debt                                                      |                                                     |       
|                                                     | Deferred financing costs                                                        |                                                     |       
|                                                     |                                                                                 |                                                     |       
|                                                     |                                                                                 | Net cash used in financing activities               |       
|                                                     |                                                                                 |                                                     |       
|Effect of exchange rate changes on cash              |                                                                                 |                                                     | 251   
|                                                     |                                                                                 |                                                     |       
|Net (decrease) increase in cash and cash equivalents |                                                                                 |                                                     | (2,191
|Cash and cash equivalents, beginning of period       |                                                                                 |                                                     | 41,328
|                                                     |                                                                                 |                                                     |       
|Cash and cash equivalents, end of period             |                                                                                 | $                                                   | 39,137
|                                                     |                                                                                 |                                                     |       

The
accompanying notes are an integral part of these condensed consolidated financial statements.

4

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Advanstar, Inc.
Notest to Condensed Condolidated Financial Statements (Unaudited)

1.    Basis of Presentation



2.    Summary of Significant Interim Accounting Policies



For the
Three Months Ended
March 31,2005

2004Net (loss) incomeas reported

$
(4,517
)
$
11,302Less: pro forma stock based employee compensation


(835
)

(677
)Net (loss) incomepro forma

$
(5,352
)
$
10,625




5

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3.    Acquisitions and Divestitures



6

---





2005

2004(Loss) income before income taxes (including gain on sale)

$
(44
)
$
8,487Income tax provision





2,364Minority interests





57Net (loss) income

$
(44
)
$
6,180




Trade Shows and Conferences

Trade Publications

Direct Marketing Products and Other

Corporate

TotalGoodwill included in gain on sale of discontinued operations

$
13,264

$
3,346

$


$


$
16,610


4.    Goodwill and Other Intangible Assets



Trade Shows and Conferences

Trade Publications

Direct Marketing Products and Other

TotalBalance as of December 31, 2004

$
460,430

$
216,455

$
30,871

$
707,756Foreign currency translation


(280
)

(381
)

(15
)

(676
)Balance as of March 31, 2005

$
460,150

$
216,074

$
30,856

$
707,080




7

---





March 31,
2005

December 31,
2004Trade exhibitor lists

$
155,570

$
155,721Advertiser lists


60,938


60,943Subscriber lists


29,145


29,145Trade names and trademarks


17,996


17,996Other intangible assets


24,409


24,405Deferred financing costs


23,379


23,379311,437


311,589Accumulated amortization


(219,759
)

(209,776
)Total intangible and other assets, net

$
91,678

$
101,813




2005

$
27,2842006


25,9972007


10,9552008


7,1442009


3,1692010


994


5.    Financial Derivative Instruments



8

---





Interest Rate
Collar
AgreementsAccumulated other comprehensive income (loss) balance at December 31, 2004

$
103Unwound from accumulated other comprehensive income (loss) during the period


(26
)Accumulated other comprehensive income (loss) balance at
March 31, 2005

$
77Accumulated other comprehensive income (loss) balance at December 31, 2003

$
(42
)Unwound from accumulated other comprehensive income (loss) during the period


(52
)Mark to market hedge contracts


244Accumulated other comprehensive income (loss) balance at
March 31, 2004

$
150




Interest Rate
Collar
Agreements

Foreign
Exchange
Contracts

TotalThree months ended March 31, 2005

$
26

$


$
26Three months ended March 31, 2004

$
1,273

$
7

$
1,280


9

---



6.     Debt



10

---





March 31,
2005

December 31,
2004Term loan B, interest at LIBOR plus 4.50%; 7.35% at March 31, 2005, due quarterly through October 11, 2008

$
20,437

$
25,000Revolving credit loan, interest at LIBOR plus 3.75%; due April 11, 2007





Second priority senior secured floating rate notes, interest at LIBOR plus 7.5%; 10.29% at March 31, 2005, due 2008


128,050


128,37510.75% Second priority senior secured notes, due 2010, plus unamortized premium of $806 and $844 at March 31, 2005 and December 31, 2004, respectively


300,806


300,844Senior subordinated notes, interest at 12.00%, due 2011


160,000


160,000Senior discount notes, interest at 15.00%, due October 11, 2011, net of unamortized discount of $26,935 and $32,692 at March 31, 2005 and December 31, 2004, respectively


144,857


139,100754,150


753,319Less current maturities


(1,300
)

(1,300
)$
752,850

$
752,019


11

---



7.     Comprehensive Income



Three Months Ended
March 31,2005

2004Net (loss) income

$
(4,517
)
$
11,302Change in cumulative translation adjustment


(458
)

(151
)Change in unrealized losses on derivative financial instruments


(26
)

192Comprehensive (loss) income

$
(5,001
)
$
11,343


8.     Segments



|                                  |                                | Trade Shows
and
Conferences |   | Trade
Publications |  | Direct Marketing
Products
and Other |         | Corporate |   | Total 
|--------------------------------- | ------------------------------ | --------------------------- | - | ------------------ |  | ----------------------------------- | ------- | --------- | - | ------
|Three months ended March 31, 2005 |                                |                             |   |                    |  |                                     |         |           |   |       
|                                  | Revenues                       |                             | $ | 62,054             |  | $                                   | 46,194  |           | $ | 5,758 
|                                  | Contribution margin (loss)     |                             |   | 36,294             |  |                                     | 11,176  |           |   | 3,237 
|                                  | Segment assets (at period end) |                             |   | 499,091            |  |                                     | 292,085 |           |   | 33,096
|Three months ended March 31, 2004 |                                |                             |   |                    |  |                                     |         |           |   |       
|                                  | Revenues                       |                             | $ | 68,225             |  | $                                   | 47,131  |           | $ | 4,993 
|                                  | Contribution margin (loss)     |                             |   | 38,928             |  |                                     | 13,220  |           |   | 2,654 
|                                  | Segment assets (at period end) |                             |   | 546,253            |  |                                     | 309,527 |           |   | 33,159



Three Months Ended
March 31,2005

2004Total segment contribution margin

$
48,858

$
53,792General and administrative expense


(14,353
)

(11,699
)Depreciation and amortization


(11,620
)

(11,532
)Other expense (primarily interest)


(23,263
)

(21,724
)Income from continuing operations before income taxes and minority interests

$
(378
)
$
8,837


12

---



9.     Related-Party Transactions



10.   Subsequent Event



13

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14

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Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations:

This
quarterly report on Form 10-Q contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Investors are cautioned not to place undue reliance on these forward-looking statements, including statements about plans and objectives of management, potential acquisitions, market growth and
opportunity. These forward-looking statements are neither promises nor guarantees and involve risks and uncertainties that could cause actual results to differ materially from those indicated by such
forward-looking statements. You should not expect that these forward-looking statements will be updated or supplemented as a result of changing circumstances or otherwise, and we disavow and disclaim
any obligation to do so. Important cautionary statements and risk factors that would affect actual results are discussed in the our periodic reports and registration statements filed with the
Securities and Exchange Commission, including those under the caption entitled "Factors Which May Affect Future Results" in our 2004 annual report on Form 10-K filed with the
Securities and Exchange Commission on March 29, 2005.

Overview

We are a worldwide provider of integrated, B-to-B marketing communications products and services for targeted industry sectors,
principally through tradeshows and conferences and through controlled circulation trade, business and professional magazines. We also provide a broad range of other market development products,
including classified advertising, direct mail services, reprints, database marketing, guides, and reference books.

We
report our business in three segments:



In
addition to our tradeshows, trade publications and market development, we deliver our integrated B-to-B marketing communications products and services to our
customers using the internet. For discussion purposes, we have included our internet activity in our market development segment.

Tradeshows
and conferences accounted for approximately 54% and 57% of total revenue in the three months ended March 31, 2005 and 2004, respectively. Trade publications accounted
for approximately 41% and 39% of total revenue in the three months ended March 31, 2005 and 2004, respectively, while direct marketing products and other accounted for approximately 5% and 4%
of total revenue in the three months ended March 31, 2005 and 2004, respectively. Our revenue reaches its highest levels during the first and third quarters of the year due to the timing of the
MAGIC tradeshows and our other large tradeshows and conferences. Because tradeshows and conferences revenue is recognized when a particular event is held, we may experience fluctuations in quarterly
revenue based on the movement of tradeshow dates from one quarter to another.

Recent Developments

On April 2, 2005, we and certain of our subsidiaries (Advanstar Communications Inc., Advanstar Expositions Canada Limited, and
Advanstar.com, Inc.) signed a definitive asset and share purchase agreement providing for the sale of certain business assets and liabilities associated with our tradeshows and conferences,
trade publications and direct marketing products in the following primary industries: Information Technology & Communications, Travel/Hospitality, Beauty, Home Entertainment, Abilities

15

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and
Portfolio, including the shares of our Brazilian and Hong Kong subsidiaries (collectively the "Portfolio Group"), to QUESTEX Media Group, a company formed by Audax Private Equity Fund, L.P.. We
expect the sale of the Portfolio Group to close by the end of May 2005, subject to buyer financing and customary closing conditions.

Operating
results of the Portfolio Group, included in continuing operations in the consolidated statements of operations, for quarter ended March 31, 2005 and 2004 are as follows:

Three Months Ended
March 31,2005

2004Revenue

$
23,433

$
31,285Cost of production and selling


18,657


20,848General and administrative


951


922Depreciation and amortization


1,557


1,241Provision (benefit) for income taxes


2,058


(938
)


We
will report the net assets and operating results of the Portfolio Group as discontinued operations beginning in the second quarter of 2005, assuming the sale is completed as expected.

On
a pro forma basis, excluding the revenues of the Portfolio Group, tradeshows and conferences would have accounted for approximately 58% and 57% of our total revenue in the quarter
ended March 31, 2005 and 2004, respectively; trade publications would have accounted for 37% and 39% of our total revenue in the quarter ended March 31, 2005 and 2004, respectively; and
direct marketing products would have accounted for 5% and 4% of our total revenue in the quarter ended March 31, 2005 and 2004, respectively.

Industry Trends and Developments

Our first quarter 2005 results were impacted by the effects of tradeshow timing shifts and investments in Life Sciences and Powersports operating groups. Revenue
for the quarter reflects the shift of four tradeshows held in the first quarter of 2004 to the second quarter of 2005 and the shift of one tradeshow from the second quarter of 2004 to the first
quarter of 2005.

Our
tradeshows and conferences continued to perform well in 2005. Revenue in the first quarter from MAGIC, Dealer Expo and our IVT pharmaceutical conferences increased
$4.8 million, or 12.2%, compared to the first quarter of 2004. We also launched the Off Road Impact tradeshow and conference complementing our 2004 launches ofDirt
SportsandOff Road Retailermagazines. Results for the first quarter of 2005 were negatively impacted by the effects of
tradeshow timing shifts discussed above.

The
principal drivers of the decline in results in our publishing segment in the first quarter of 2005 are a shift in issue timing for our pharmaceutical publications linked to a timing
shift of the industry's leading tradeshow, continued weakness in the traveling nursing market, a softening pace of market spending in the veterinary markets, a decline in our healthcare special
projects and continued softness in the technology and travel markets.

We
have identified new opportunities and initiatives that we will be pursuing in 2005, including opportunities to expand customer relationships and our market position in our MAGIC
events and the development of a stand alone Continuing Medical Education business and other diversified customer offerings in our healthcare sector. We also recently announced the launch of our
Arenacross Championship Motorcycle Racing series in conjunction with our existing international motorcycle show series.

16

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Presentation of Financial Information

Acquisitions and divestitures

On March 8, 2004, we purchased a portfolio of pharmaceutical industry specific magazines and conferences from the Institute of Validation
Technology, Inc. ("IVT") for $7.9 million in cash. In addition, we will pay additional contingent cash consideration based upon 2004 and 2005 operating results generated from the
acquired assets and their continued employment with us. Operating results for the first quarter of 2005 include $0.3 million in compensation expense to reflect the accrual of the 2005 component
of the expected contingent payment.

We
have accounted for our acquisitions under the purchase method of accounting. Accordingly, our results of operations include the effect of these acquisitions from the date of purchase.

On
April 2, 2005, we committed to the sale of the Portfolio Group to QUESTEX Media Group for $185 million, plus the assumption of certain liabilities (including without
limitation deferred liabilities), less a $7 million working capital adjustment, and a post-closing distribution to Communications from its Brazilian subsidiary, subject to
regulatory approval. We expect the transaction to close by the end of May 2005. Operating results of the Portfolio Group are included in continuing operations for the three months ended
March 31, 2005 and 2004. See "Recent Developments" for further information on the divestiture of the Portfolio Group.

In
the third quarter of 2004, we sold our German tradeshow business ("DMS") for $1.7 million in cash. As a result of the sale of DMS we recorded a goodwill impairment of
$6.2 million. Total revenue and contribution margin in the first quarter of 2004 were not material.

In
the second quarter of 2004, we sold our 65% ownership in our French joint venture ("SeCA"), which consisted of one tradeshow, for $3.1 million in cash. In conjunction with our
sale of SeCA we recorded a goodwill impairment charge of $9.4 million, net of minority interest. Total revenue and contribution margin for SeCA, net of minority interest, in the first quarter
of 2004 were not material.

In
the first quarter of 2004, we sold our art industry tradeshows and magazines for a total sales price of $19.6 million in cash ("Art Group"). Total revenue and contribution
margin for the Art group in the first quarter of 2004 were $8.5 million and $3.4 million, respectively.

Sources of Revenue

Tradeshows and conferences

The tradeshows and conferences segment derives revenue principally from the sale of exhibit space and conference attendance fees generated at our events. In 2004,
approximately 77% of our tradeshows and conferences revenue was from the sale of exhibit space. Events are generally held in major metropolitan or convention areas such as New York City and Las Vegas.
At many of our tradeshows, a portion of exhibit space is reserved as much as a year in advance. The sale of exhibit space is generally impacted by the ongoing quality and quantity of attendance, venue
selection and availability, industry cycle and general market conditions. Revenue and related direct event expenses are recognized in the month in which the event is held. An event is billed and cash
is collected in advance and is recorded on our consolidated balance sheet as deferred revenue until the event has been held.

Trade publications

The trade publications segment derives revenue principally from the sale of advertising in our B-to-B magazines. Additionally, certain
publications derive revenue from paid subscriptions and custom publishing and projects. Paid subscriptions comprise less than 3% of total publishing revenue. Most publications are produced monthly
with advertising sold on either a scheduled or single insertion basis. The sale of advertising is generally impacted by new product releases, circulation quality, readership,

17

---



and
general market conditions. Advertising revenue is recognized on the publication issue date, and subscription revenue, if any, is recognized over the subscription period. Custom project contract
revenue with both conference and print elements are deferred and not recognized until all elements are delivered. Customer advances are recorded when cash is received in anticipation of future
advertising unrelated to a specific publication issue.

Our
publishing properties operate in many different markets and industries, which are subject to economic conditions prevalent in those industries. Accordingly, publishing revenues may
fluctuate in connection with the markets in which we operate.

Direct marketing products and other

The direct marketing products and other segment derives its revenue from the sale of value-added marketing products such as print and internet based classified
advertising, direct mail services, reprints, database marketing, directories, guides and reference books. These products complement and utilize the content or databases generated by our tradeshows,
conferences and publications. The sale of these products is generally impacted by the success of the event or publication from which these products are derived, the quality of the sales team and
general market conditions. Revenue is generally recognized when the applicable product is shipped or otherwise delivered.

Components of Expenses

Tradeshows and conferences

Costs incurred by the tradeshows and conferences segment include facility rent, attendee and exhibitor promotion and on-site services such as
registration, security and set-up. Exhibitors generally contract directly with third parties for on-site services such as electrical services and booth set-up.
Staff salaries and related payroll expenses are treated as monthly period expenses. All other direct costs are expensed when the event occurs.

Trade publications

Costs incurred by the trade publications segment include printing, paper and postage; selling and promotion; editorial and prepress; and circulation acquisition
and fulfillment. Additionally, publisher and sales staff costs, and production, editorial and circulation staff costs, with related payroll taxes and benefits, are charged to the publications segment.
We outsource the actual printing of our publications. Printing, paper and postage costs are charged to operations at the time of publication issuance. All other direct costs are charged to operations
when incurred.

Direct marketing products and other

Costs of the direct marketing products and other segment include printing and distribution costs, database administration fees and selling and product development
staff costs. All direct costs are expensed when incurred.

18

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Selected Financial Data

The following table sets forth selected statements of operations and other financial data.

Three Months Ended
Mach 31,2005

2004(in thousands)Income Statement Data:RevenueTrade shows and conferences

$
62,054

$
68,225Publications


46,194


47,131Market development and other


5,758


4,993Total revenue


114,006


120,349Cost of production and sellingTrade shows and conferences


25,760


29,297Publications


35,018


33,910Market development and other


4,370


3,350Total cost of production and selling


65,148


66,557General and administrative expenses


14,353


11,699Depreciation and amortization


11,620


11,532Operating income


22,885


30,561Other income (expense):Interest expense


(23,193
)

(23,048
)Other income (expense), net


(70
)

1,324(Loss) income from continuing operations before income taxes and minority interests


(378
)

8,837Provision for income taxes


3,449


3,165Minority interests


(646
)

(550
)(Loss) income from continuing operations


(4,473
)

5,122Discontinued operations (see Note 3):(Loss) income from operations of discontinued businesses


(44
)

6,180Net (loss) income

$
(4,517
)
$
11,302


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Results of Operations

Due to the proposed divestiture of the Portfolio Group, we expect our future results of operations to differ materially from the historical results of operations
presented below. See "Recent Developments" for further information.

THREE
MONTHS ENDED MARCH 31, 2005 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2004

Revenue

Revenue in the first quarter of 2005 declined 5.3% to $114.0 million from $120.3 million in the first quarter of 2004 due primarily to tradeshow
timing shifts in the first quarter.

Revenue
from tradeshows and conferences declined 9.0%, or $6.1 million, to $62.1 million from $68.2 million in the first quarter of 2004. Four tradeshows held in the
first quarter of 2004 shifted to the second quarter of 2005 and one tradeshow shifted from the second quarter of 2004 to the first quarter of 2005. This shift in tradeshow timing resulted in a quarter
over quarter net reduction to revenue of $8.1 million.

Revenue
in the first quarter from Advanstar's MAGIC, Dealer Expo and IVT pharmaceutical conferences increased $4.8 million, or 12.2%, compared to the first quarter of 2004. Square
footage of our MAGIC event grew by 3.8% over the spring of 2004. Our Powersports events increased square footage by 2.4%, primarily due to the launch during the quarter of the Off Road Impact
tradeshow and conference which complements our 2004 launches ofDirt SportsandOff Road Retailermagazines. Off Road Impact generated revenue of $0.4 million in the first quarter of 2005. Our IMS consumer motorcycle tour declined $0.5 million or 5.7% due to holding seven events in
the first quarter of 2005 compared with eight in the same period last year and from the impact of a snowstorm on our IMS New York event for which we have filed a claim under our expo cancellation
insurance policy. Revenue generated from these tradeshows and conferences was also partially offset by the effect of holding two fewer events serving the East Coast fashion and technology markets.

Revenue
from publications in the first quarter of 2005 declined 2.0%, or $0.9 million, to $46.2 million from $47.1 million in the first quarter of 2004. Advertising
pages declined by 453 pages or 5.0% in the first quarter of 2005 compared to the first quarter of 2004. The decline in revenue and advertising pages is due primarily to a shift in issue timing due to
tradeshow timing shifts, continued weakness in the traveling nursing market, a softening pace of market spending in the veterinary markets, a decline in our healthcare special projects, and continued
softness in the technology and travel markets. These revenue declines were partially offset by improved results from our publications serving the automotive market, including Motor Age,Aftermarket Business,Dealernewsand Auto Body Repair News, and the launch in September 2004 ofDirt Sportsand Off Road Retailermagazines.

In
the first quarter of 2005, revenue from our direct marketing products and other segment increased 15.3%, or $0.8 million, to $5.8 million from $5.0 million in the
first quarter of 2004. This increase is primarily due to web initiatives in our Life Sciences group.

Cost of production and selling

Cost of production and selling expenses in the first quarter of 2005 declined 2.1% to $65.1 million from $66.6 million in the first quarter of 2004.

Expenses
of tradeshows and conferences in the first quarter of 2005 decreased 12.1%, or $3.5 million, to $25.8 million from $29.3 million in the first quarter of
2004. The shift in timing of the five events discussed above resulted in a decline in tradeshow and conference expenses of approximately $3.6 million.

20

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Expenses
of trade publications in the first quarter of 2005 increased 3.3%, or $1.1 million, to $35.0 million from $33.9 million in the first quarter of 2004. The
increase is primarily due to increased paper, printing and selling costs. Paper prices increased 14% and printing costs increased 2% compared to the first quarter of 2004. Selling costs increased as a
result of the launch ofDirt SportsandOff Road Retaileras discussed above.

Expenses
of direct marketing products and other in the first quarter of 2005 increased 30.5%, or $1.0 million, to $4.4 million from $3.3 million in the first quarter
of 2004. We incurred an additional $0.7 million in staffing and consulting costs related to a realignment of our project business and the launches of publications and tradeshows serving the
powersports markets.

General and administrative expenses

General and administrative costs increased 22.7%, or $2.7 million, to $14.4 million in the first quarter of 2005 from $11.7 million in the
first quarter of 2004 due to $0.7 million of investments in our group management team, primarily related to our Life Sciences group, $0.6 million of costs related to strategic consulting
and marketing initiatives, $0.4 million of foreign exchange losses, a $0.3 million contingent employee compensation payment related to the IVT acquisition and an increase of
$0.4 million for audit, tax and Sarbanes-Oxley consulting services.

Interest expense

Interest expense in the first quarter of 2005 increased $0.2 million, or 0.6%, to $23.2 million from $23.0 million in the first quarter of
2004 due to the non cash accretion of the Discount Notes, partially offset by a reduction in cash payments on our interest rate collar agreement. In the first quarter of 2004 we made payments of
$0.9 million on this agreement, which expired in February 2004. We currently have no plans to hedge our remaining floating rate debt.

At
March 31, 2005, $605.7 million, or 80%, of our total debt is at a fixed rate with the balance subject to interest rate fluctuations. A 100 basis point increase in
interest rates on our current variable rate debt would result in an increase in annual interest expense of $1.5 million.

Other income (expense), net

The decline in other income is due to a first quarter 2004 gain of $1.3 million related to our interest rate protection agreements, which expired in
February 2004.

Provision (benefit) for income taxes

The provision for income taxes was $3.4 million in the first quarter of 2005 compared to $3.2 million in the first quarter of 2004. The provision
relates to income taxes in certain foreign jurisdictions and a deferred tax provision related to the basis of goodwill for tax purposes being less than the carrying value of goodwill for financial
reporting purposes. We recorded no income tax benefit related to the
net operating losses we generated during 2005 or 2004 because we have established a valuation allowance to offset any related tax benefits due to uncertainty about realization of these benefits.

Discontinued operations

In March 2004, we sold the Art Group, which included three tradeshows and two publications, for $19.6 million in cash. We recorded an after tax gain
on the sale of $3.4 million.

In
August 2004, we sold SeCA for $3.1 million in cash.

In
September 2004, we sold DMS for $1.7 million in cash.

21

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See
further information regarding discontinued operations of the Art Group, SeCA and DMS in "Presentation of Financial Information- Acquisitions, Joint Ventures and
Divestitures."

Liquidity and Capital Resources

Due to the proposed divestiture of the Portfolio Group, we expect our future cash flows to differ materially from the historical cash flows presented below. See
"Recent Developments" and "Debt Service" for further information.

The
following discussion presents our liquidity and capital resources on a consolidated basis, including our subsidiaries.

We
are a holding company and have no direct material operations. Our principal assets are our ownership of Communications, and Advanstar.com, and our only material liabilities are the
senior discount notes and our guarantee of the Communications Credit Facility. Our principal liquidity needs are for debt service on the senior discount notes and investments in Advanstar.com, which
currently does not generate positive cash flow.

Our
principal source of cash is dividends from Communications. The credit facility, senior subordinated notes and senior subordinated notes described below are obligations of
Communications and impose limitations on its ability to pay dividends to us. Assuming the sale of the Portfolio Group closes by June 30, 2005 as currently anticipated, for purposes of computing
Communications' leverage ratio, Communications will be required to exclude any EBITDA (as defined in the Credit Facility) related to the Portfolio Group and under the senior subordinated notes
indenture, will not be able to net any proceeds from the sale of the Portfolio Group assets against the amount of Communications' outstanding indebtedness. As a result, until Communications uses the
proceeds from the sale of the Portfolio Group to repay indebtedness or invest in a business that generates additional EBITDA (as defined), we do not currently anticipate that Communications' leverage
ratio will meet the level required for it to pay dividends to us.

Communications'
principal cash needs are for debt service, capital expenditures and strategic acquisitions, as well as to provide us with cash to finance our cash needs. Its principal
sources of liquidity will be cash flow from operations and borrowings under its credit facility.

Sources and uses of funds

We generally operate with negative working capital, excluding cash and current maturities of long-term debt, due to the impact of deferred revenue
from tradeshows, which is billed and collected as deposits up to one year in advance of the respective tradeshow. Consequently, our existing operations are expected to maintain very low or negative
working capital balances, excluding cash and current maturities of long-term debt.

Operating
cash flows may be significantly affected by the working capital fluctuations of our business, in particular the tradeshows and conferences business. Deferred revenue increases
on the balance sheet in the quarters immediately preceding our busy first quarter tradeshow season as we collect deposits for booth space several months in advance of the tradeshows. Revenue and
contribution margin are recognized in the quarter that the events are held, releasing the deferred revenue from the balance sheet, which results in a reduction to our operating cash flow.

We
anticipate that our operating cash flow, together with borrowings under the credit facility (assuming continued compliance with the covenants contained therein or a modification
thereof) and other future financings and refinancings, will be sufficient to fund our anticipated future operating expenses, capital expenditures, debt service and other obligations as they become
due. However, our ability to make scheduled payments of principal, to pay interest on or to refinance our indebtedness and to satisfy our other debt obligations will depend upon our future operating
performance, which will

22

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be
affected by general economic, financial, competitive, legislative, regulatory, business and other factors beyond our control.

As
of March 31, 2005, we had cash and cash equivalents of $39.1 million. The following table shows our cash flow activity for the three months ended March 31, 2005
and 2004, and should be read in conjunction with the condensed consolidated statements of cash flows (in thousands):

Three Months Ended
March 31,2005

2004Net cash provided by operating activities

$
3,971

$
2,310Net cash (used in) provided by investing activities


(1,525
)

9,498Net cash used in financing activities


(4,888
)

(9,128
)Effect of exchange rate changes on cash


251


(99
)Net (decrease) increase in cash and cash equivalents

$
(2,191
)
$
2,581


The
$1.7 million increase in cash provided by operating activities in the first quarter of 2005 as compared to the first quarter of 2004 was primarily due to the increased cash
collections in 2005 attributable to tradeshow timing. Cash provided by operating activities in the first quarter of 2005 was negatively impacted by a decline in net income less non-cash
expenses. Cash inflows generated by net income in the first quarter of 2005 less non-cash expenses were used primarily to pay cash interest of $13.5 million, to pay debt principal
of $4.9 million, and to fund capital purchases of $1.5 million. Cash provided by operating activities in the first quarter of 2004 was negatively impacted by tradeshow timing as cash for
events held in the first quarter of 2004 was collected in the fourth quarter of 2003.

Net
cash used in investing activities decreased $11.0 million to a use of $1.5 million in the first quarter of 2005, from $9.5 million provided by investing
activities in the first quarter of 2004. This decrease was principally due to the proceeds received in the first quarter of 2004 from the sale of the Art Group for $19.5 million in cash,
partially offset by $8.0 million in cash used for the acquisition of IVT in the first quarter of in 2004. We consummated no acquisitions in the first quarter of 2005. Our business strategy
includes the consummation of strategic acquisitions. In connection with any future acquisitions, we may require additional funding, which may be provided in the form of additional debt or equity
financing or a combination thereof. There can be no assurance that any additional financing will be available to us on acceptable terms or in a manner that complies with the restrictive covenants in
our debt instruments. Consistent with our longstanding strategy, we continue to pursue potential acquisitions of complementary businesses.

We
incurred capital expenses of $1.5 million and $2.0 million in the first quarter of 2005 and 2004, respectively. We anticipate that we will spend less than
$10.0 million on capital expenditures in 2005, which will be funded by cash flows from operations. The majority of these expenditures are related to expansions and enhancements to our IT and
communications infrastructure and management and operating group information systems. We believe that this amount of capital expenditure will be adequate to grow our business according to our business
strategy and to maintain the key tradeshows, publications and business that will remain following the sale of the Portfolio Group.

Cash
used in financing activities in the first quarter of 2005 was $4.9 million compared to $9.1 million in the first quarter of 2004. We repaid $4.9 million of our
Term Loan B and Second Priority Senior Secured Notes during the first quarter of 2005. During the first quarter of 2004 we repaid $8.0 million on our revolving credit facility and
$0.8 million of our Second Priority Senior Secured Notes.

23

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Debt service

As of March 31, 2005, we had total indebtedness of $754.2 million and $59.1 million of borrowings available under Communications' Credit
Facility, subject to customary conditions.

We
have entered into a definitive purchase agreement to sell certain of our assets for $185 million, less a $7 million working capital adjustment, and a
post-closing distribution to Communications from its Brazilian subsidiary, subject to regulatory approval. We expect the sale to close by the end of May 2005. We have not yet
determined how we will apply the proceeds and cannot assure you that we will apply them in a manner you may deem optimal. Under each of Communications' indentures and the indenture governing our
notes, we are required to either a) reinvest such proceeds in our business or in assets useful to our business within 365 days of the closing of the sale or b) use such proceeds
to repay debt. If we do not so apply the proceeds, we must offer to repurchase the notes, pursuant to their respective terms, issued under the second priority senior secured notes indentures at 100%
plus accrued interest.

Our
credit facility requires Communications to have a fixed charge coverage ratio as of the end of each fiscal quarter of at least 1.00 to 1. The fixed charge coverage ratio, as defined
in the credit facility, generally measures the ratio of Communications' EBITDA (as defined) to the sum of our capital expenditures, cash interest expense, debt principal payments and taxes paid or
payable in the preceding four fiscal quarters, subject to certain adjustments, including an adjustment to exclude from the calculation any portion of the ratio components that are attributable to any
business or assets disposed of during the four fiscal quarters preceding the measurement date. Assuming the sale of the Portfolio Group closes as anticipated, it will be required to exclude any
portion of its EBITDA (as defined) related to the Portfolio Group when Communications calculates its compliance with the fixed charge coverage ratio as of June 30, 2005. As a result,
Communications' fixed charge coverage ratio may be below the required level unless it either reinvests the proceeds from the sale in EBITDA (as defined) generating assets or pay down debt prior to
June 30, 2005. If Communications does not comply with this debt coverage ratio, it will need to request a waiver of this financial covenant from its lenders under the credit facility. We can
provide no assurance that we will be able to obtain such waiver, which could lead to an event of default under the credit agreement.

Our
principal debt obligations are described below.

Credit facility

Communications' Credit Facility consists of a $60.0 million revolving credit facility and $20.4 million outstanding under the Term Loan B facility.
The revolving credit facility will terminate in April 2007 and the Term Loan B matures in October 2008. Borrowings under the Credit Facility generally bear interest based on a margin
over, at Communications' option, the base rate or LIBOR. The applicable margin for revolving credit loans varies based upon Communications' ratio of consolidated debt to EBITDA (as defined) and is
currently 3.75% over LIBOR and 2.50% over the base rate. The applicable margin for the Term Loan B varies based upon the rating assigned by S&P and Moody's to our Credit Facility and is currently
4.50% over LIBOR and 3.25% over the base rate. Communications' obligations under the credit facility are guaranteed by Advanstar Holdings Corp. ("Advanstar Holdings"), our parent company, us and all
Communications' existing and future domestic subsidiaries and are collateralized by substantially all of the assets of Communications' and the subsidiary guarantors, including a pledge of the capital
stock of all Communications' existing and future domestic subsidiaries, a pledge of no more than 65% of the voting stock of any foreign subsidiary directly owned by Communications or any domestic
subsidiary, a pledge of all intercompany indebtedness in favor of Communications and our domestic subsidiaries, a pledge of Communications' and Advanstar IH, Inc.'s capital stock by us, and a
pledge of our capital stock by Advanstar Holdings.

24

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The
Credit Facility contains restrictive covenants, which require Communications to, among other things, maintain a minimum fixed charge coverage ratio as described above.

Second priority senior secured notes

Communications' $128.1 million of floating rate notes mature in 2008 and the $300 million of fixed rate notes mature in 2010. The notes of each
series are guaranteed by each of Communications' existing and future domestic restricted subsidiaries and collateralized by second-priority liens on the assets collateralizing Communications' credit
facility (other than certain subsidiary stock and assets of its parent companies). The fixed rate notes bear interest at an annual rate of 10.75% and the floating rate notes bear interest at an annual
rate equal to the three-month LIBOR, which is reset quarterly, plus 7.50%. Interest on the fixed rate notes is payable semi-annually in cash and interest on the floating rate notes, along
with amortization of 0.25% of the principal of such floating rate notes, is payable quarterly in cash. The notes contain restrictive covenants that, among other things, limit Communications' ability
to incur debt, pay dividends and make investments.

Senior subordinated notes

Communications' $160 million 12% senior subordinated notes mature in 2011 and are guaranteed by each of Communications' existing and future domestic
restricted subsidiaries. Interest on the notes is payable semi-annually in cash. The notes contain restrictive covenants that, among other things, limit Communications' ability to incur
debt, pay dividends and make investments.

Senior discount notes

As part of the financing for the acquisition of substantially all of the common stock of Holdings, our parent company, by certain DLJ Merchant Banking funds in
October 2000, we issued senior discount notes due October 2011 with a principal amount at maturity of $103.2 million. Concurrently with the closing of the offering of
Communications' 12% senior subordinated notes, we sold additional senior discount notes due October 2011 with an additional aggregate principal amount at maturity of $68.6 million. These
notes do not require cash interest payments until 2006 and contain restrictive covenants that, among other things, limit our ability and that of our subsidiaries to incur debt, pay dividends and make
investments. However, we are a holding company and our ability to pay interest on these notes will be dependent upon the receipt of dividends from our subsidiaries. Communications' credit facility,
the senior subordinated notes and second priority senior secured notes impose substantial restrictions on our subsidiaries' ability to pay dividends.

For
example, the restricted payments covenants in our senior secured notes indenture and our senior subordinated notes indenture, provide that we can pay dividends only if our leverage
ratio (as defined) is 6.00 to 1 or better and only from the amount by which our cumulative EBITDA (as defined) since January 1, 2001 exceeds 150% of our cumulative interest expense in that same
period. Assuming the Portfolio Group is sold as anticipated, for purposes of computing Communications' leverage ratio, Communications will be required to exclude any EBITDA (as defined) related to the
Portfolio Group and under the senior subordinated notes indenture, and it will not be permitted to net any proceeds from the sale of the Portfolio Group assets against the amount of our outstanding
indebtedness. As a result, unless Communications uses the proceeds from the sale of the Portfolio Group to repay indebtedness or invest in a business that generates additional EBITDA (as defined), we
do not currently anticipate that Communications' leverage ratio will meet the requirements required for it to be permitted to pay dividends to us.

25

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Contractual and contingent obligations

Our contractual obligations (excluding accounts payable and accrued expenses), as of March 31, 2005 are as set forth below (in millions):

|                            |                                    | Payments Due By Period |      |     
|--------------------------- | ---------------------------------- | ---------------------- | ---- | ----
|
|Indebtedness                |                                    | $                      | 1.0  |     
|Interest on indebtedness(2) |                                    |                        | 54.1 |     
|Operating lease obligations |                                    |                        | 5.2  |     
|                            |                                    |                        |      |     
|                            | Total Contractual Cash Obligations |                        | $    | 60.3
|                            |                                    |                        |      |     

---

We have no material capital lease obligations or purchase obligations. Our contingent obligations are primarily composed of $0.9 million of
letters of credit and our interest rate and foreign currency derivatives discussed more fully below in "Item 3. Quantitative and Qualitative Disclosure About Market Risk."

Off-balance sheet arrangements

We have no material off-balance sheet arrangements.

Recently Issued Accounting Standards

In December 2004, the Financial Accounting Standards Board issued SFAS No. 123R, "Share-Based Payment" which revises SFAS 123 and supersedes
APB 25. This statement establishes standards relating to accounting for transactions in which equity instruments are exchanged for goods or services. Under this statement, the Company must measure the
cost of employee services received in exchange for an award of equity instruments based upon the fair value of the award on the date of grant. This cost must be recognized over the period during which
an employee is required to provide the service (usually the vesting period). We are required to adopt the provisions of this standard effective January 1, 2006. We are currently evaluating the
impact of this standard. The adoption of this standard will result in an increase in compensation expense.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We
are exposed to various market risks, which is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange and interest rates. We do
not enter into derivatives or other financial instruments for trading or speculative purposes. However, we do enter into financial instruments to manage and reduce the impact of changes in interest
rates and foreign currency exchange rates.

Interest rates

At March 31, 2005, we had fixed rate debt of $604.8 million and variable rate debt of $148.5 million. The annual pre-tax earnings
and cash flows impact resulting from a 100 basis point increase in interest rates on variable rate debt, holding other variables constant would be approximately $1.5 million per year.

26

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Currencies

Outside of the United States, we maintain assets and operations in Europe, South America and Asia. The results of operations and financial position of our foreign
operations are principally measured in their respective currency and translated into U.S. dollars. As a result, exposure to foreign currency gains and losses exists. The reported income of these
subsidiaries will be higher or lower depending on a weakening or strengthening of the U.S. dollar against the respective foreign currency. Our subsidiaries and affiliates also purchase and sell
products and services in various currencies. As a result, we may be exposed to cost increases relative to the local currencies in the markets in which we sell.

A
portion of our assets are based in our foreign locations and are translated into U.S. dollars at foreign currency exchange rates in effect as of the end of each period, with the effect
of such translation reflected in other comprehensive income (loss). Accordingly, our consolidated stockholder's equity will fluctuate depending upon the weakening or strengthening of the U.S. dollar
against the respective foreign currency.

Our
strategy for management of currency risk relies primarily on conducting our operations in a country's respective currency and may, from time to time, involve currency derivatives,
primarily forward exchange contracts, to reduce our exposure to currency fluctuations. As of March 31, 2005, we had no open foreign exchange derivative contracts.

ITEM 4.CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.Advanstar's Chief Executive Officer and Chief Financial Officer, after
evaluating the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) as of the end of the period covered by this report (the "Evaluation Date"), have concluded that as of the Evaluation Date, our disclosure controls and procedures were
effective and designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and forms.

Changes in internal controls.There were no changes during the first fiscal quarter in our internal controls over financial
reporting that have materially affected or are reasonably likely to materially affect the Company's internal controls over financial reporting.

27

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PART II OTHER INFORMATION

|Item 6. | Exhibits
|------- | --------
|        | 31.1    
|        | 31.2    
|        | 32.1    
|        | 32.2    

28

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

| |              | ADVANSTAR, INC.
| | ------------ | ---------------
| | MAY 16, 2005 |                

29

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EXHIBIT INDEX

|Exhibit No. |  | Document                                                                                                 
|----------- |  | ---------------------------------------------------------------------------------------------------------
|31.1        |  | Certification of principal executive officer required by Rule 13a-14(a) or 15d-14(a) of the Exchange Act 
|31.2        |  | Certification of principal financial officer required by Rule 13a-14(a) or 15d- 14(a) of the Exchange Act
|32.1        |  | Certification of principal executive officer required by Rule 13a-14(b) or 15d-14(b) of the Exchange Act 
|32.2        |  | Certification of principal financial officer required by Rule 13a-14(b) or 15d-14(b) of the Exchange Act 

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