##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

(Mark One)

x
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934


For the quarterly period ended September 30, 2003.


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: 333-50119



---

AMERICAN LAWYER MEDIA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware
    
    13-3980412(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)345 Park Avenue SouthNew York, New York
    
    10010(Address of principal executive offices)
    
    (Zip Code)


Registrants telephone number, including area code: (212) 779-9200



---

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 x 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 x



As of November 10, 2003, there were 1,320,330 shares of the registrants common
stock, $.01 par value, outstanding, the majority of which was held by U.S.
Equity Partners, L.P. and its affiliates.





---



##### Table of Contents



EXPLANATORY NOTE

The Company is not currently required to file reports under the Securities
Exchange Act of 1934, as amended (the Exchange Act) and is not currently an
issuer within the meaning of the Sarbanes-Oxley Act of 2002. The Company is
filing this quarterly report on Form 10-Q pursuant to a covenant contained in
the Indenture dated December 22, 1997 between the Company and The Bank of New
York, as Trustee, governing the Companys 12 1/4% Senior Discount Notes.





---

TABLE OF CONTENTS



|                             |                                                                                                          |                                                            |  |  |  |  |  | 
|---------------------------- | -------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------- |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION
|                             | ITEM 1. FINANCIAL STATEMENTS                                                                            
|                             |                                                                                                          | Consolidated Balance Sheets                               
|                             |                                                                                                          | Consolidated Statements of Operations                     
|                             |                                                                                                          | Consolidated Statements of Operations                     
|                             |                                                                                                          | Consolidated Statement of Changes in Stockholders Deficit
|                             |                                                                                                          | Consolidated Statements of Cash Flows                     
|                             |                                                                                                          | Notes to Consolidated Financial Statements                
|                             | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS            OF OPERATIONS
|                             | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                      
|                             | ITEM 4. CONTROLS AND PROCEDURES                                                                         
|PART II OTHER INFORMATION   
|                             | ITEM 1. LEGAL PROCEEDINGS                                                                               
|                             | ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                                                       
|                             | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                                 
|                             | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                             
|                             | ITEM 5. OTHER INFORMATION                                                                               
|                             | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                                
|SIGNATURES                  
|CERTIFICATION OF CEO        
|CERTIFICATION OF CFO        
|CERTIFICATION OF CEO AND CFO



---



##### Table of Contents



AMERICAN LAWYER MEDIA HOLDINGS, INC.

INDEX

PART I
    
    
    
    
    
    PAGEFINANCIAL INFORMATIONITEM 1.
    
    FINANCIAL STATEMENTSConsolidated Balance Sheets at September 30, 2003 (unaudited)
and December 31, 2002
    
    1Consolidated Statements of Operations for the Nine
Months Ended September 30, 2003 and 2002 (unaudited)
    
    2Consolidated Statements of Operations for the Three
Months Ended September 30, 2003 and 2002 (unaudited)
    
    3Consolidated Statement of Changes in Stockholders Deficit for
the Nine Months Ended September 30, 2003 (unaudited)
    
    4Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 2003 and 2002 (unaudited)
    
    5Notes to Consolidated Financial Statements at
September 30, 2003 (unaudited)
    
    6-15ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    16ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
    
    29ITEM 4.
    
    CONTROLS AND PROCEDURES
    
    29PART
IIOTHER INFORMATIONITEM 1.
    
    LEGAL PROCEEDINGS
    
    30ITEM 2.
    
    CHANGES IN SECURITIES AND USE OF PROCEEDS
    
    30ITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIES
    
    30ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    30ITEM 5.
    
    OTHER INFORMATION
    
    30ITEM 6.
    
    EXHIBITS AND REPORTS ON FORM 8-K
    
    30






---



##### Table of Contents






PART I
FINANCIAL INFORMATION






|        |                     
|------- | --------------------
|ITEM 1. | FINANCIAL STATEMENTS




American Lawyer Media Holdings, Inc.
Consolidated Balance Sheets
(In thousands, except share data)

September 30,
    
    December 31,2003
    
    2002(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    2,462
    
    
    $
    824Accounts receivable, net of allowance for doubtful accounts and
returns of $2,174 and $2,589, respectively
    
    
    14,374
    
    
    
    15,801Deferred tax assets, net
    
    
    5,148
    
    
    
    5,148Inventories, net
    
    
    614
    
    
    
    621Other current assets
    
    
    3,037
    
    
    
    2,537Total current assets
    
    
    25,635
    
    
    
    24,931Property, plant and equipment, net of accumulated depreciation
and amortization of $23,729 and $20,662, respectively
    
    
    8,427
    
    
    
    11,417Intangible assets, net of accumulated amortization of $64,116
and $57,952, respectively
    
    
    113,775
    
    
    
    119,939Goodwill, net
    
    
    145,540
    
    
    
    145,540Deferred financing costs, net of accumulated amortization of
$5,505 and $4,623, respectively
    
    
    4,919
    
    
    
    5,801Other assets
    
    
    5,404
    
    
    
    5,415Total assets
    
    $
    303,700
    
    
    $
    313,043LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Accounts payable
    
    $
    4,991
    
    
    $
    3,899Accrued expenses
    
    
    14,148
    
    
    
    14,894Accrued interest payable
    
    
    5,084
    
    
    
    1,246Deferred income (including deferred subscription income of $17,807
and $17,134, respectively)
    
    
    21,217
    
    
    
    22,170Other current liabilities
    
    
    
    
    
    
    378Total current liabilities
    
    
    45,440
    
    
    
    42,587Long-term debt:Revolving credit facility
    
    
    24,900
    
    
    
    32,300Senior notes
    
    
    175,000
    
    
    
    175,000Senior discount notes
    
    
    69,550
    
    
    
    63,275Total long-term debt
    
    
    269,450
    
    
    
    270,575Deferred income taxes, net
    
    
    282
    
    
    
    3,999Other noncurrent liabilities
    
    
    6,521
    
    
    
    7,049Total liabilities
    
    
    321,693
    
    
    
    324,210Stockholders deficit:Common stock-$.01 par value; 2,000,000 shares authorized;
1,320,330 issued and outstanding at September 30, 2003 and
December 31, 2002
    
    
    13
    
    
    
    13Paid-in-capital
    
    
    116,488
    
    
    
    116,488Accumulated deficit
    
    
    (133,013
    )
    
    
    (126,146
    )Accumulated other comprehensive loss
    
    
    (1,481
    )
    
    
    (1,522
    )Total stockholders deficit
    
    
    (17,993
    )
    
    
    (11,167
    )Total liabilities and stockholders deficit
    
    $
    303,700
    
    
    $
    313,043


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

1



---



##### Table of Contents






American Lawyer Media Holdings, Inc.
Consolidated Statements of Operations
(In thousands)
(unaudited)

For the Nine Months EndedSeptember 30,2003
    
    2002REVENUES:Periodicals:Advertising
    
    $
    56,923
    
    
    $
    56,774Subscription
    
    
    18,492
    
    
    
    17,738Ancillary products and services
    
    
    25,523
    
    
    
    23,883Total revenues
    
    
    100,938
    
    
    
    98,395OPERATING EXPENSES:Editorial
    
    
    15,643
    
    
    
    16,181Production and distribution
    
    
    18,070
    
    
    
    19,208Selling
    
    
    20,330
    
    
    
    19,756General and administrative
    
    
    25,306
    
    
    
    25,801Depreciation, amortization and other charges
    
    
    11,189
    
    
    
    12,570Total operating expenses
    
    
    90,538
    
    
    
    93,516Operating income
    
    
    10,400
    
    
    
    4,879Interest expense
    
    
    (20,977
    )
    
    
    (19,615
    )Other loss
    
    
    
    
    
    
    782Loss before income taxes
    
    
    (10,577
    )
    
    
    (13,954
    )Benefit for income taxes
    
    
    3,710
    
    
    
    5,198Net loss
    
    $
    (6,867
    )
    
    $
    (8,756
    )


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

2



---



##### Table of Contents






American Lawyer Media Holdings, Inc.
Consolidated Statements of Operations
(In thousands)
(unaudited)

For the Three Months EndedSeptember 30,2003
    
    2002REVENUES:Periodicals:Advertising
    
    $
    18,457
    
    
    $
    18,634Subscription
    
    
    6,264
    
    
    
    6,194Ancillary products and services
    
    
    7,177
    
    
    
    6,782Total revenues
    
    
    31,898
    
    
    
    31,610OPERATING EXPENSES:Editorial
    
    
    5,242
    
    
    
    5,253Production and distribution
    
    
    5,778
    
    
    
    6,191Selling
    
    
    6,741
    
    
    
    6,343General and administrative
    
    
    7,467
    
    
    
    7,029Depreciation, amortization and other charges
    
    
    2,796
    
    
    
    4,121Total operating expenses
    
    
    28,024
    
    
    
    28,937Operating income
    
    
    3,874
    
    
    
    2,673Interest expense
    
    
    (7,047
    )
    
    
    (6,514
    )Other income
    
    
    
    
    
    
    928Loss before income taxes
    
    
    (3,173
    )
    
    
    (2,913
    )Benefit for income taxes
    
    
    1,789
    
    
    
    2,265Net loss
    
    $
    (1,384
    )
    
    $
    (648
    )


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

3



---



##### Table of Contents






American Lawyer Media Holdings, Inc.
Consolidated Statement of Changes in Stockholders Deficit
(In thousands, except share data)
(unaudited)

AccumulatedAdditional
    
    
    
    
    
    OtherPar
    
    Paid-In
    
    Accumulated
    
    ComprehensiveShares
    
    Value
    
    Capital
    
    Deficit
    
    Loss
    
    TotalCommon StockBalance at December 31, 2002
    
    
    1,320,330
    
    
    $
    13
    
    
    $
    116,488
    
    
    $
    (126,146
    )
    
    $
    (1,522
    )
    
    $
    (11,167
    )Net (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,867
    )
    
    
    
    
    
    
    (6,867
    )Unrealized gain on equity securities
available for sale
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41
    
    
    
    41Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,826
    )Balance at September 30, 2003
    
    
    1,320,330
    
    
    $
    13
    
    
    $
    116,488
    
    
    $
    (133,013
    )
    
    $
    (1,481
    )
    
    $
    (17,993
    )


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

4



---



##### Table of Contents






American Lawyer Media Holdings, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(unaudited)

For the Nine Months EndedSeptember 30,2003
    
    2002CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (6,867
    )
    
    $
    (8,756
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation, amortization and other charges
    
    
    11,189
    
    
    
    12,570Deferred income tax
    
    
    (3,710
    )
    
    
    (5,200
    )Non-cash interest
    
    
    882
    
    
    
    833Financing loss from termination of revolving line of credit
    
    
    
    
    
    
    155Accretion of interest on senior discount notes
    
    
    6,275
    
    
    
    5,294Decrease (increase) in:Accounts receivable, net
    
    
    1,427
    
    
    
    2,494Inventories
    
    
    8
    
    
    
    137Other current assets
    
    
    (499
    )
    
    
    (238
    )Other assets
    
    
    (57
    )
    
    
    (151
    )Increase (decrease) in:Accounts payable
    
    
    1,092
    
    
    
    (1,264
    )Accrued expenses
    
    
    (748
    )
    
    
    (4,783
    )Accrued interest payable
    
    
    3,838
    
    
    
    4,350Deferred income
    
    
    (953
    )
    
    
    (1,787
    )Other noncurrent liabilities
    
    
    (426
    )
    
    
    (1,410
    )Net cash provided by operating activities
    
    
    11,451
    
    
    
    2,244CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (2,036
    )
    
    
    (2,452
    )Deferred purchase price from purchase of business
    
    
    (377
    )
    
    
    (529
    )Net cash used in investing activities
    
    
    (2,413
    )
    
    
    (2,981
    )CASH FLOWS FROM FINANCING ACTIVITIES:(Payment) advances under revolving credit facility
    
    
    (7,400
    )
    
    
    1,200Payment of deferred finance costs
    
    
    
    
    
    
    (1,408
    )Net cash used in financing activities
    
    
    (7,400
    )
    
    
    (208
    )Net increase (decrease) in cash
    
    
    1,638
    
    
    
    (945
    )CASH, beginning of period
    
    
    824
    
    
    
    2,377CASH, end of period
    
    $
    2,462
    
    
    $
    1,432SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid during the period:Income taxes
    
    $
    7
    
    
    $
    13Interest
    
    $
    9,988
    
    
    $
    8,349


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

5



---



##### Table of Contents






American Lawyer Media Holdings, Inc.
Notes to Consolidated Financial Statements
September 30, 2003
(unaudited)

1. ORGANIZATION & OPERATIONS

American Lawyer Media Holdings, Inc. (we, us, our, or the Company)
is the parent company of American Lawyer Media, Inc. (ALM). We publish
national and regional legal publications, including The American Lawyer, New
York Law Journal, The National Law Journaland Corporate Counsel. Our
operations are based in New York with regional offices in eight states, the
District of Columbia and London, England.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, the interim financial statements include all adjustments, which are
of a normal recurring nature, that management considers necessary to fairly
present the financial position and the results of operations for such periods.
Results of operations of interim periods are not necessarily indicative of
results for a full year. These financial statements should be read in
conjunction with the audited consolidated financial statements in our Annual
Report on Form 10-K for December 31, 2002.

Principles of Consolidation

The consolidated financial statements include the accounts of American
Lawyer Media, Inc. and our wholly-owned subsidiaries which, unless the context
otherwise requires, are collectively referred to herein as we, us, our,
or the Company. Intercompany transactions and balances have been eliminated
in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and to
disclose contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Concentrations of Credit Risk

Our financial instruments that are exposed to concentration of credit risk
consist primarily of cash and cash equivalents and trade accounts receivable.
We believe that we are not exposed to any significant credit risk related to
cash and cash equivalents. Concentrations of credit risk with respect to trade
accounts receivable are, except for amounts due from legal advertising agents
(Legal Ad Agents), generally limited due to the large number of customers
comprising our customer base. Receivables from Legal Ad Agents aggregated $0.9
million as of September 30, 2003. Such Legal Ad Agents do not have significant
liquid net worth and, as a result, we are exposed to a certain level of credit
concentration risk in this area, for which we believe we have adequately
provided.

6



---



##### Table of Contents



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition

Periodical advertising revenues are generated from the placement of
display and classified advertisements, as well as legal notices, in our
publications. Advertising revenue is recognized upon release of the related
publications.

Periodical subscription revenues are recognized on a pro rata basis as
issues of a subscription are served. Internet subscription revenues are
recognized on a pro rata basis as issues of a subscription are served over the
life of the term of the subscription.

Ancillary products and services revenues consist principally of newsletter
subscriptions, sales of professional books, seminar and trade show income,
income from a daily fax service of court decisions and research and income from
electronic products. Book revenues are recognized upon shipment and are
reflected net of estimated returns. Newsletter revenues are recognized on the
same basis as subscription revenues. Seminar and trade show revenues are
recognized when the seminar or trade show is held. Daily fax service and
research revenue is recognized upon fulfillment of orders.

Internet advertising revenues are generated from the placement of display
and classified advertisements, as well as directory listings, on our website.
Display and classified advertising revenue is recognized upon the release of an
advertisement on the website. Directory listing revenue is recognized on a
pro-rata basis over the life of the directory listing, generally one year.

Deferred Subscription Income

Deferred subscription income results from advance payments or orders for
subscriptions received from subscribers and is amortized on a straight-line
basis over the life of the subscription as issues are served. Subscription
receivables of approximately $2,299,000 and $2,073,000 are included in accounts
receivable in the accompanying consolidated September 30, 2003 and December 31,
2002 balance sheets, respectively.

Advertising and Promotional Expenditures

Advertising and promotional expenditures totaled approximately $1,625,000
and $1,408,000 for the three months ended September 30, 2003 and 2002,
respectively, and $4,976,000 and $4,715,000 for the nine months ended September
30, 2003 and 2002, respectively. These costs are expensed as the related
advertisement or campaign is released.

Cash and Cash Equivalents

We consider time deposits and certificates of deposit with original
maturities of three months or less to be cash equivalents.

Cash on our consolidated balance sheet at September 30, 2003 and December
31, 2002 includes $12,000 and $139,000, respectively, of restricted cash
collected in association with managing a technology show on behalf of one of
our customers.

7



---



##### Table of Contents



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Inventories

Inventories consist principally of paper and related binding materials
utilized by us and our outside printers and professional books published and
sold by us. Inventories are stated at the lower of cost, as determined by the
average cost method, or market.

In 2002, we decided to change our inventory practice for our book
division. With this change we are migrating from carrying our books in
inventory to print on demand at the time of sale. As a result, we have
identified inventory totaling $1.0 million that will be destroyed in 2003, of
which $0.9 million has been destroyed as of September 30, 2003. At September
30, 2003, the remaining inventory identified for destruction has been fully
written off.

Property, Plant and Equipment

Property, plant and equipment is stated at cost. Significant improvements
are capitalized, while expenditures for maintenance and repairs are charged to
expense as incurred. Depreciation is calculated using the straight-line method
over the following estimated useful lives:

Buildings
    
    25 yearsFurniture, machinery and equipment
    
    5-9 yearsComputer equipment and software
    
    3-6 years


Leasehold improvements are amortized over the shorter of the remaining
lease term or the estimated useful life.

In June 2003, we included in depreciation, amortization and other charges
a $1.5 million adjustment to write-off certain leasehold improvements and
furniture relating to office space abandoned during prior quarter. The lease
was obtained in connection with our acquisition of Law.com, Inc. on May 1,
2002.

Goodwill

Effective January 1, 2002, we adopted Statement of Financial Accounting
Standards Statement (SFAS) No. 141, Business Combinations (SFAS No. 141)
and SFAS No. 142, Goodwill and Other Intangible Assets (SFAS No. 142).

Based on the results of our annual goodwill impairment test in the fourth
quarter of 2002, it was determined that there was an impairment of the goodwill
and intangible assets associated solely with the acquisition of Law.com. The
write-down of these assets recognized the value based on the current economic
conditions and the future cash projection of this segment of the business. As
a result of this review, we recorded impairment for our goodwill and trademark
intangibles in the fourth quarter of 2002 of $19.5 million, all of which was
generated from our acquisition of Law.com. The impairment totaled $18.9 million
for goodwill and $0.6 million for trademark intangibles.

Intangible Assets

Intangible assets represent advertiser commitments, uniform resource
locators, copyrights, trademarks, customer and subscriber lists and non-compete
agreements. Under SFAS No. 142, an

8



---



##### Table of Contents



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

acquired intangible asset should be separately recognized apart from goodwill
if the benefit of the
intangible is obtained through contractual or other legal rights, or if the
intangible asset can be sold, transferred, licensed, rented, or exchanged.
Intangible assets deemed to have a finite lives are amortized on a
straight-line basis over useful lives ranging from 6 months through 30 years.

Accounting for Long-Lived Assets

We evaluate whether there has been an impairment in any of our long-lived
assets on an annual basis during our fourth quarter period or if certain
circumstances indicate that a possible impairment may exist. An impairment in
value exists when the carrying value of a long-lived asset exceeds its fair
value. If it is determined that an impairment in value has occurred, the
carrying value is written down to its fair value. Goodwill and certain other
intangibles are tested for impairment under FAS No. 142 and all other
long-lived assets are tested for impairment under FAS No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets.

Deferred Financing Costs

Deferred financing costs are amortized over the life of the related debt
using the straight-line method.

Reclassifications

Certain amounts have been reclassified to conform with the current year
presentation.

New Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board (FASB) issued
FASB Interpretation No. 46, Consolidation of Variable Interest Entities (FIN
46), which requires variable interest entities (commonly referred to as SPEs)
to be consolidated by the primary beneficiary of the entity if certain criteria
are met. FIN 46 is effective immediately for all new variable interest
entities created or acquired after January 31, 2003. For variable interest
entities created or acquired prior to February 1, 2003, the provisions of FIN
46 will become effective during the fourth quarter of 2003. For variable
interest entities acquired prior to February 1, 2003, any difference between
the net amount added to the balance sheet and the amount of any previously
recognized interest in the variable interest entity will be recognized as a
cumulative effect of an accounting change. We are currently evaluating the
provisions of FIN 46 but do not believe the adoption of FIN 46 will have a
significant impact on our consolidated financial position or results of
operations.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. This
Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. SFAS No. 150 requires that an issuer classify a financial instrument
that is within its scope as a liability or, in some circumstances, as an asset,
with many such financial instruments having been previously classified as
equity. SFAS No. 150 is effective for financial instruments entered into or
modified after May 31, 2003, and otherwise is effective July 1, 2003. SFAS No.
150 is to be implemented by reporting the cumulative effect of a change in an
accounting principle for financial instruments outstanding before the issuance
date of the

9



---



##### Table of Contents



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Statement and still existing at July 1, 2003. Restatement is not permitted.
The adoption of SFAS No. 150 had no impact on our consolidated financial
position or results of operations.

Income Taxes

Income taxes are accounted for in accordance with SFAS No. 109,
Accounting for Income Taxes, which requires that deferred tax assets and
liabilities be recognized using enacted tax rates for the effect of temporary
differences between the book and tax basis of recorded assets and liabilities.

Stock Option Plans

We have a stock option plan under which incentive and nonqualified stock
options may be granted periodically to certain of our employee and non-employee
directors.

Pursuant to SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure, we have elected to continue to account
for employee stock-based compensation under APB Opinion No. 25, Accounting for
Stock Issued to Employees, using an intrinsic value approach to measure
compensation expense. Accordingly, no compensation expense has been recognized
for options granted under our stock option plan since all such options were
granted at exercise prices equal to or greater than fair market value on the
date of grant.

The following table summarizes relevant information as to our reported
results under the intrinsic value method of accounting for stock awards, with
supplemental information, as if the fair value recognition provisions of SFAS
No. 123, Accounting for Stock-Based Compensation, had been applied to the
three and nine month periods ended September 30, 2003 and 2002 (in thousands):

Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2003
    
    2002
    
    2003
    
    2002Reported net loss
    
    $
    (1,384
    )
    
    $
    (648
    )
    
    $
    (6,867
    )
    
    $
    (8,756
    )Stock-based employee compensation expense
determined under the fair value method
    
    
    (119
    )
    
    
    (84
    )
    
    
    (465
    )
    
    
    (331
    )Pro forma net loss
    
    $
    (1,503
    )
    
    $
    (732
    )
    
    $
    (7,332
    )
    
    $
    (9,087
    )


Accounting for Derivative Instruments and Hedging Activities

We utilized an interest rate swap agreement to convert our fixed rate
interest on our $175.0 million senior notes to a variable rate. At June 30,
2002, we had an interest rate swap outstanding with a notional amount of $175.0
million and a fair market value of $0.2 million. In July 2002, our interest
rate swap agreement was terminated. During the six months ended June 30, 2002,
we recorded a net gain of $110,000 which was recorded in earnings as a
component of interest expense because the swap did not qualify for hedge
accounting.

10



---



##### Table of Contents



3. DEBT

In December 1997, we issued $63,275,000 aggregate principal amount at
maturity of 12 1/4% Senior Discount Notes due 2008 (the Discount Notes), at
a discount rate of $553.14 per Discount Note. The Discount Notes accrete
interest compounded semi-annually at a rate of 12.25% to an aggregate principal
amount of $63,275,000 by December 2002. Commencing in June 2003, cash interest
would have been payable semi-annually until maturity each June 15 and December
15 if not for the waiver and consent entered into described in the next
paragraph. The Discount Notes are senior, unsecured obligations. The Discount
Notes may be redeemed at any time by us, in whole or in part, at various
redemption prices that include accrued and unpaid interest as well as any
existing liquidating damages. The Discount Notes contain certain covenants
that, among other things, limit the incurrence of additional indebtedness, by
us and our subsidiaries, the payment of dividends and other restricted payments
by us and our subsidiaries, restrictions on distributions from certain
restricted subsidiaries, asset sales, transactions with affiliates, incurrence
of liens and mergers and consolidations. Financing costs, totaling $1,693,000,
have been capitalized and are being amortized over the term of the Discount
Notes. Assuming that there is no redemption of the Discount Notes prior to
maturity, the entire principal will be payable on December 15, 2008.

On February 27, 2003, we entered into a waiver and consent with the
holders of the Discount Notes due 2008 which provides for the waiver of cash
payment by us of semi-annual interest that was to begin in June 2003. The
Discount Notes will now become cash-pay in December 2004, with the first
interest payment due on June 15, 2005. The Discount Notes will continue to
accrete until December 2004, at which time the aggregate principal amount of
the Discount Notes will be $80,260,705. Beginning on December 15, 2004, cash
interest on the Discount Notes will accrue at the rate of 12.25% per year.
Bruce Wasserstein, chairman of the board of directors of us and ALM, and
certain of his affiliates own all of the Discount Notes.

On December 22, 1997, we issued $175.0 million aggregate principal amount
of 9 3/4% Senior Notes (the Notes) due December 15, 2007. The Notes
accrue interest at 9.75% which is payable in cash semi-annually on June 15 and
December 15 of each year. The Notes are unsecured general senior obligations
and are fully and unconditionally guaranteed, on a joint and several and senior
unsecured basis, by each of ALMs existing and future subsidiaries. Separate
financial statements of, and other disclosures concerning, the guarantors are
not included herein because of the guarantors full and unconditional guarantee
of the Notes and ALMs determination that separate financial statements and
other disclosures concerning the guarantors are not material and would not
provide any additional meaningful disclosure. The Notes may be redeemed at any
time by ALM, in whole or in part, at various redemption prices that include
accrued and unpaid interest. The Notes contain certain covenants that, among
other things, limit the incurrence of additional indebtedness by ALM and its
subsidiaries, the payment of dividends and other restricted payments by ALM and
its subsidiaries, asset sales, transactions with affiliates, the incurrence of
liens, and mergers and consolidations. Financing costs, totaling $7.2 million,
were capitalized and are being amortized over the term of the Notes.
Amortization of deferred financing costs is recorded as interest expense.
Assuming there is no redemption of the Notes prior to maturity, the entire
principal will be payable on December 15, 2007. As of September 30, 2003,
Bruce Wasserstein and certain affiliates own approximately 4% of the Notes
issued by us.

On May 1, 2002, we, The New York Law Publishing Company (NYLP) and ALM
entered into a credit agreement, dated as of May 1, 2002, with GE Corporate
Finance (GECC) and the lenders signatory thereto under which GECC has
provided our operating subsidiary, NYLP, with

11



---



##### Table of Contents



3. DEBT (continued)

a $40 million revolving credit facility (the GECC Facility). The GECC
Facility replaces our prior revolving credit facility and proceeds from the
GECC Facility were used to refinance existing indebtedness, provide working
capital and finance capital expenditures. The obligations of NYLP under the
GECC Facility are guaranteed by us, ALM and all of our domestic subsidiaries,
and are secured by all of the personal property assets of us, ALM and our
domestic subsidiaries (including the stock of all our domestic subsidiaries and
65% of the stock of our first-tier foreign subsidiaries). The GECC Facility
bears interest at a fluctuating rate determined by reference to (i) the index
rate plus a margin of 2.00%, or (ii) the Eurodollar Rate (LIBOR) plus a
margin of 3.5%. We are also required to pay customary fees with respect to the
GECC Facility, including an up-front arrangement fee, monthly administrative
agency fees and commitment fees on the unused portion of the GECC Facility. The
GECC Facility includes both affirmative and negative covenants that include
meeting certain financial ratios. The term of the GECC Facility is 60 months.

On November 13, 2002, the GECC Facility was amended to clarify language in
the GECC credit agreement, as well as to allow us to assume a lease by and
between 1140 Associates, Inc. and Law.com, Inc. In addition, on February 27,
2003, the GECC Facility was amended to modify the covenants relating to the
total leverage ratio, interest coverage ratio and fixed charge ratio until
December 2004. These covenants now provide alternative compliance levels and
associated incremental interest rates. In addition, the GECC facility was
amended to allow for the Discount Note transaction described above.

At September 30, 2003, the amount outstanding under the GECC Facility was
$24.9 million. The available balance under the unused commitment is reduced by
any letters of credit outstanding which totaled $13.0 million at September 30,
2003. A 10% increase in the average interest rate of borrowing under the GECC
Facility during the nine months ended September 30, 2003 would have increased
our net loss to approximately $7.0 million.

4. RESTRUCTURING CHARGE

During 2002, upon the decision to restructure certain of our operations,
we accrued approximately $1.5 million of restructuring charges. These charges
primarily related to severance arrangements for approximately 55 employees in
various regions and divisions and were included in operating income. As of
September 30, 2003, approximately $0.3 million, representing the unpaid
charges, is included in accrued expenses.

The following is a summary of our restructuring charge activity (in
thousands):

Unpaid restructuring charge accrual at
December 31, 2002
    
    $
    1,068Less: Payments during the nine months ended
September 30, 2003
    
    
    (746
    )Unpaid restructuring charge accrual at
September 30, 2003
    
    $
    322


12



---



##### Table of Contents



5. ACQUISITION OF LAW.COM

Effective May 1, 2002, we acquired Law.com, Inc., a Delaware corporation,
(Law.com), and a provider of web content and seminars for the legal industry.
Prior to our acquisition of Law.com, Law.coms RealLegal applications services
business was spun off to Law.com shareholders as a new entity, RealLegal, LLC.
We acquired Law.com through the acquisition of all of the 1,707,790 shares of
outstanding common stock of Law.com from its shareholders in exchange for
an aggregate of 120,030 shares of Holdings common stock, par value $0.01 per
share valued at approximately $20 million. We and Law.com share substantially
all of the same common stockholders, however, were not deemed to be entities
under common control. The amount of consideration was determined based on
independent third party valuations undertaken in March 2002 of our equity and
of the Web content and seminar business of Law.com. The acquired businesses
include practice centers for specialty law practice areas, state web sites and
information sites for in-house counsel and legal technology professionals.
The acquisition was accounted for under the purchase method of accounting and
the results of operations have been included in the financial statements since
acquisition.

After completion of our acquisition of Law.com, we contributed all of the
outstanding shares of common stock of Law.com to ALM as a capital contribution.
Law.com operates as ALMs subsidiary.

The pro forma unaudited consolidated results of operation for the three
and six months ended September 30, 2002, assuming consummation of the
acquisition as of the beginning of the respective period, is as follows (in
thousands):

Three Months Ended
    
    Nine Months EndedSeptember 30, 2002
    
    September 30, 2002Revenue
    
    $
    31,610
    
    
    $
    100,150Net Loss
    
    $
    (648
    )
    
    $
    (11,692
    )


At the time of the acquisition of Law.com, we recorded an investment in
RealLegal, LLC of $4.7 million for 4,745,000 units of Series A Preferred Stock.
This investment was in exchange for the extinguishment of an existing accounts
receivable due from RealLegal, LLC and for future advertising commitments by
RealLegal, LLC to us. This investment is carried at cost and included in other
assets in the accompanying Consolidated Balance Sheet. RealLegal, LLC and we
share substantially the same stockholders, however, are not deemed to be
entities under common control.

Effective May 1, 2002, RealLegal, LLC entered into an Operating Agreement
with us (the Operating Agreement). The Operating Agreement provides, among
other things, for us to provide RealLegal, LLC with certain content to be used
in connection with its MA3000 product and certain advertising, in exchange for
a periodic payment by RealLegal, LLC comprised of cash and equity in RealLegal,
LLC.

The above acquisition has been accounted for under the purchase method of
accounting and the results of operations of the acquired businesses have been
included in the financial statements since acquisition. The excess of the
purchase price over net assets acquired was allocated to intangible assets and
goodwill.

13



---



##### Table of Contents



6. SEGMENT INFORMATION

Operating segments represent components of our business that are evaluated
regularly by key chief operating decision makers in assessing performance and
resource allocation. We have determined that our reportable segments consist of
our regional newspapers (the Regional Newspapers), national businesses (the
National Businesses) and our online business, Law.com (Online). We have
also reflected unallocated costs related to our corporate and administrative
functions as a separate unit (Corporate) so as to not distort our other
segments.

For the years presented herein, the Regional Newspapers are comprised of
the following businesses: New York Law Journal; The National Law Journal; and
twelve other regional newspapers.

The National Businesses are comprised of the following businesses: our
magazine group, which includes The American Lawyer and nine other magazines;
our newsletters; our hard and soft cover books; our trade shows and seminars;
our licensing and research business; our litigation services division and our
international operations.

Online is comprised of Law.com, which primarily includes web content,
seminars and practice areas.

Corporate overhead is comprised of: unallocated costs relating to our
administrative offices, which include executive management, legal, human
resources, accounting, information systems, business development, office
services, government affairs and public relations. In addition, Corporate
includes us, ALM and ALM Properties, Inc., one of ALMs subsidiaries.

We evaluate performance based on the segments income (loss) from
operations before unallocated corporate overhead and interest expense. The
accounting policies of the reportable segments are the same as those described
in Note 2.

For the Three Months Ended
    
    For the Nine Months EndedSeptember 30, 2003
    
    September 30, 2003Regional
    
    National
    
    
    
    
    
    Regional
    
    NationalNewspapers
    
    Businesses
    
    Online
    
    Newspapers
    
    Businesses
    
    OnlineTotal net revenue
    
    $
    20,214
    
    
    $
    10,539
    
    
    $
    1,146
    
    
    $
    64,294
    
    
    $
    33,180
    
    
    $
    3,464Segment operating
income (loss)
    
    $
    6,252
    
    
    $
    1,625
    
    
    $
    (407
    )
    
    $
    20,987
    
    
    $
    6,972
    
    
    $
    (1,521
    )


For the Three Months Ended
    
    For the Nine Months EndedSeptember 30, 2002
    
    September 30, 2002Regional
    
    National
    
    
    
    
    
    Regional
    
    NationalNewspapers
    
    Businesses
    
    Online
    
    Newspapers
    
    Businesses
    
    OnlineTotal net revenue
    
    $
    20,987
    
    
    $
    9,535
    
    
    $
    1,088
    
    
    $
    65,186
    
    
    $
    31,301
    
    
    $
    1,908Segment operating
income (loss)
    
    $
    6,817
    
    
    $
    1,030
    
    
    $
    (776
    )
    
    $
    19,862
    
    
    $
    3,668
    
    
    $
    (1,291
    )


14



---



##### Table of Contents



6. SEGMENT INFORMATION (continued)

A reconciliation of combined segment profit to consolidated net loss is as
follows (in thousands):

For the Three Months Ended
    
    For the Nine Months EndedSeptember 30,
    
    September 30,2003
    
    2002
    
    2003
    
    2002Total segment operating
income
    
    $
    7,470
    
    
    $
    7,071
    
    
    $
    26,438
    
    
    $
    22,239Unallocated amounts:Corporate expenses
    
    
    (3,596
    )
    
    
    (4,398
    )
    
    
    (16,038
    )
    
    
    (17,360
    )Interest expense
    
    
    (7,047
    )
    
    
    (6,514
    )
    
    
    (20,977
    )
    
    
    (19,615
    )Other income
    
    
    
    
    
    
    928
    
    
    
    
    
    
    
    782Benefit for income taxes
    
    
    1,789
    
    
    
    2,265
    
    
    
    3,710
    
    
    
    5,198Net loss
    
    $
    (1,384
    )
    
    $
    (648
    )
    
    $
    (6,867
    )
    
    $
    (8,756
    )


7. SUBSEQUENT EVENTS

Effective
January 1, 2004, Mr. Eric Lundberg will become Chief
Financial Officer. Mr. Lundberg has been our Vice President
 Finance since 2001. Mr. Lundberg will replace Stephen
Jacobs, who will leave us at the end of the year to pursue other
business interests.

15



---



##### Table of Contents








|        |                                                                                      
|------- | -------------------------------------------------------------------------------------
|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion should be read in conjunction with our historical
consolidated financial statements, including the notes thereto, included
elsewhere in this Form 10-Q.

Any statements in this quarterly report concerning our business outlook or
future economic performance, anticipated profitability, revenues, expenses or
other financial items, together with other statements that are not historical
facts, are forward-looking statements as that term is defined under the
federal securities laws. Forward-looking statements are subject to risks,
uncertainties and other factors that could cause actual results to differ
materially from those stated in such statements. Such risks, uncertainties and
factors include, but are not limited to, changes in the levels of advertising
revenues, changes and delays in new product introductions, customer acceptance
of new products and general economic conditions, as well as other risks
detailed in our filings with the Securities and Exchange Commission.

Overview

The following discussion compares our financial results for the nine
months ended September 30, 2003 to the nine months ended September 30, 2002.

Effective May 1, 2002, we acquired Law.com, Inc., a Delaware corporation
(Law.com), and a provider of web content and seminars for the legal industry.
Prior to the acquisition of Law.com, Law.coms RealLegal applications services
business was spun off to Law.com shareholders as a new entity, RealLegal, LLC.
We acquired Law.com through the acquisition of all of the 1,707,790 shares of
outstanding common stock of Law.com from its shareholders in exchange for an
aggregate of 120,030 shares of our common stock, par value $0.01 per share.
The acquired businesses include practice centers for specialty law practice
areas, state Web sites and information sites for in-house counsel and legal
technology professionals.

After completion of our acquisition of Law.com, we contributed all of the
outstanding shares of common stock of Law.com to ALM as a capital contribution.
Law.com operates as a subsidiary of ALM.

We utilized an interest rate swap agreement to convert our fixed rate
interest on our $175.0 million senior notes to a variable rate. At June 30,
2002, we had an interest rate swap outstanding with a notional amount of $175.0
million and a fair market value of $0.2 million. In July 2002, our interest
rate swap agreement was terminated. During the six months ended June 30, 2002,
we recorded a net gain of $110,000, which was recorded in earnings as a
component of interest expense because the swap did not qualify for hedge
accounting.

In June 2003, we included in depreciation, amortization and other charges
a $1.5 million adjustment to write-off certain leasehold improvements and
furniture relating to office space abandoned during prior quarter. The lease
was obtained in connection with our acquisition of Law.com on May 1, 2002.

GAAP refers to accounting principles generally accepted in the United
States of America. Throughout this Managements Discussion and Analysis of
Financial Condition and Results of Operations (MD&A), management discusses
financial measures in accordance with GAAP and also on a non-GAAP basis. As of
January 1, 2003, we have decided to create a uniform

16



---



##### Table of Contents



definition of EBITDA for discussion in our quarterly and annual reports.
Our definition of EBITDA is earnings before interest, income taxes,
depreciation, amortization and other charges. Any additional amounts which we
believe need to be disclosed to you in order to allow you to more accurately
compare our prior and ongoing operations from period to period will be
explicitly stated in our future reports. In order to provide accurate
comparisons, EBITDA for periods prior to January 31, 2003 may be restated to
conform to the definition detailed above and, as a result, may differ from
previously reported results.

All references in this MD&A to EBITDA are to a non-GAAP financial measure.
We believe that the use of non-GAAP financial measures enables us and
investors to evaluate, and compare from period to period, the results from
ongoing operations in a more meaningful and consistent manner. Reconciliations
of GAAP to non-GAAP financial measures are included on page 28.

The following table presents the results of operations (in thousands) for
the three and nine months ended September 30, 2003 and 2002.

Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,Operating Data:
    
    2003
    
    2002
    
    2003
    
    2002Revenues:Periodicals:Advertising
    
    $
    18,457
    
    
    $
    18,634
    
    
    $
    56,923
    
    
    $
    56,774Subscription
    
    
    6,264
    
    
    
    6,194
    
    
    
    18,492
    
    
    
    17,738Ancillary products and services
    
    
    7,177
    
    
    
    6,782
    
    
    
    25,523
    
    
    
    23,883Total revenues
    
    
    31,898
    
    
    
    31,610
    
    
    
    100,938
    
    
    
    98,395Operating expenses:Editorial
    
    
    5,242
    
    
    
    5,253
    
    
    
    15,643
    
    
    
    16,181Production and distribution
    
    
    5,778
    
    
    
    6,191
    
    
    
    18,070
    
    
    
    19,208Selling
    
    
    6,741
    
    
    
    6,343
    
    
    
    20,330
    
    
    
    19,756General and administrative
    
    
    7,467
    
    
    
    7,029
    
    
    
    25,306
    
    
    
    25,801Depreciation, amortization and
other charges
    
    
    2,796
    
    
    
    4,121
    
    
    
    11,189
    
    
    
    12,570Total operating expenses
    
    
    28,024
    
    
    
    28,937
    
    
    
    90,538
    
    
    
    93,516Operating income
    
    
    3,874
    
    
    
    2,673
    
    
    
    10,400
    
    
    
    4,879Interest expense
    
    
    (7,047
    )
    
    
    (6,514
    )
    
    
    (20,977
    )
    
    
    (19,615
    )Other income
    
    
    
    
    
    
    928
    
    
    
    
    
    
    
    782Loss before income tax
    
    
    (3,173
    )
    
    
    (2,913
    )
    
    
    (10,577
    )
    
    
    (13,954
    )Benefit for income tax
    
    
    1,789
    
    
    
    2,265
    
    
    
    3,710
    
    
    
    5,198Net loss
    
    $
    (1,384
    )
    
    $
    (648
    )
    
    $
    (6,867
    )
    
    $
    (8,756
    )


Results of Operations

Nine months ended September 30, 2003 compared to nine months ended September 30, 2002

Overview. Revenues increased by $2.5 million, or 2.6%, from $98.4 million
for the nine months ended September 30, 2002 to $100.9 million for the nine
months ended September 30, 2003. Operating expenses decreased $3.0 million, or
3.2%, from $93.5 million for the nine months ended September 30, 2002 to $90.5
million for the nine months ended September 30, 2003. As a result, operating
income increased $5.5 million, from $4.9 million for the nine months ended
September 30, 2002 to $10.4 million for the nine months ended September 30,
2003. EBITDA increased $3.4 million, or 18.4%, from $18.2 million for the nine
months ended September 30, 2002 to $21.6 million for the nine months ended
September 30, 2003. Net loss totaled $6.9 million for the nine months ended
September 30, 2003 as compared to a net loss of $8.8 million for the nine
months ended September 30, 2002.

Revenues. Revenues increased by $2.5 million, or 2.6%, from $98.4 million
for the nine months ended September 30, 2002 to $100.9 million for the nine
months ended September 30, 2003. Revenue growth for the nine months ended
September 30, 2003 compared to the nine

17



---



##### Table of Contents



months ended September 30, 2002 reflects revenues recorded in our Law.com
subsidiary of $3.4 million as compared to $1.9 million for the nine months
ended September 30, 2002. The results for the nine months ended September 30,
2003 include revenue from Law.com for the entire period, while the results for
the nine months ended September 30, 2002 only include revenue subsequent to the
May 1, 2002 acquisition date of Law.com. In addition, in our print
publications, law firm, legal notice and directory advertising revenues
increased during the nine months ended September 30, 2003. Print subscription
revenues, book revenue, royalty and licensing fees and sales of reprints also
increased during the nine months ended September 30, 2003 as compared to the
nine months ended September 30, 2002. These increases were partially offset by
decreases in advertising revenues associated with certain barter transactions
where we exchanged advertising services for an equity interest in certain
companies along with a decrease in classified advertising and a decrease in
newsletter revenues.

Advertising revenues increased $0.1 million, from $56.8 million for the
nine months ended September 30, 2002 to $56.9 million for the nine months ended
September 30, 2003. Higher revenues were recorded in display, law firm, legal
notice and directory advertising of $0.7 million, $0.6 million, $0.4 million
and $0.2 million, respectively, for the nine months ended September 30, 2003 as
compared to the nine months ended September 30, 2002. The increase in the above
mentioned categories resulted primarily from increased volume in certain of our
print publications along with higher revenues in Law.com. The results for nine
months ended September 30, 2003 include Law.com revenue for the entire period,
while the results for the nine months ended September 30, 2003 only include
revenue subsequent to the May 1, 2002 Law.com acquisition date. These
increases were partially offset by $1.0 million of advertising revenues
recorded in the nine months ended September 30, 2002 associated with certain
barter transactions where we exchanged advertising services for an equity
interest in certain companies with no like revenue recorded during the same
period in 2003. In addition, classified advertising revenues showed year over
year declines of $0.7 million in attorney related help wanted advertising as
our publications continue to reflect the fact that law firms have still not
begun to increase their volume of recruitment classified advertising.

Subscription revenues increased $0.8 million, or 4.2%, from $17.7 million
for the nine months ended September 30, 2002 to $18.5 million for the nine
months ended September 30, 2003. The increase primarily reflects increased
online subscription revenues of $0.4 million resulting from our acquisition of
Law.com, as well as an increase in subscription revenue in our print
publications of $0.4 million resulting from increased marketing efforts.

Revenues from ancillary products and services increased $1.6 million, or
6.9%, from $23.9 million for the nine months ended September 30, 2002 to $25.5
million for the nine months ended September 30, 2003. The increase in revenues
resulted primarily from higher reprint sales, royalty and licensing fees, book
sales and phone and web research revenue. These increases were partially offset
by lower newsletter sales and a decrease in trade show and seminar revenue.
Ancillary revenue growth resulted as we increased our sales force and included
new products in our royalty licensing contracts and database for phone and web
searches. In addition, book sales grew as we increased our direct marketing
efforts.

Operating expenses. Operating expenses decreased $3.0 million, or 3.2%,
from $93.5 million for the nine months ended September 30, 2002 to $90.5
million for the nine months ended September 30, 2003. Lower operating expenses
during the nine months ended September 30, 2003 as compared to the nine months
ended September 30, 2002 were primarily realized through lower production and
distribution expenses, editorial expenses and general and administrative
expenses resulting from realized savings from our cost containment and
restructuring efforts

18



---



##### Table of Contents



initiated in 2002, as well as a decrease in depreciation and amortization
expense. These savings were partially offset by an increase in selling
expenses of $0.6 million, primarily attributable to Law.com. The results for
the nine months ended September 30, 2003 include Law.coms expenses for the
entire period, while the results for the same period in 2002 only include
expenses subsequent to the May 1, 2002 acquisition date of Law.com.

Editorial expenses decreased $0.6 million, or 3.3%, from $16.2 million for
the nine months ended September 30, 2002 to $15.6 million for the nine months
ended September 30, 2003. The decrease in editorial expenses primarily
resulted from realized savings in artwork and photos, salaries and related
taxes and employee benefits and consulting and professional fees from our cost
containment and restructuring efforts initiated in 2002. These decreases were
partially offset by an increase in contributing editor fees in our print
publications and from an increase in Law.com editorial expenses of $0.1
million.

Production and distribution expenses decreased $1.1 million, or 5.9%, from
$19.2 million for the nine months ended September 30, 2002 to $18.1 million for
the nine months ended September 30, 2003. Production and distribution expenses
decreased primarily from lower paper, printing, fulfillment and other
production costs, a decrease in salaries and related taxes and employee
benefits and other realized savings from our cost containment and restructuring
efforts initiated in 2002. These decreases were partially offset by an increase
in Law.com production and distribution expenses of $0.2 million during the nine
months ended September 30, 2003 as compared to the same period in 2002. The
results for the nine months ended September 30, 2003 include Law.coms expenses
for the entire period, while the results for the same period in 2002 only
include expenses subsequent to the May 1, 2002 acquisition date of Law.com. In
addition, book production costs increased primarily attributable to an increase
in the volume of book sales.

Selling expenses increased $0.5 million, or 2.9%, from $19.8 million for
the nine months ended September 30, 2002 to $20.3 million for the nine months
ended September 30, 2003. Law.coms selling expenses increased $1.2 million,
which includes expenses for the entire nine month period ending September 30,
2003 while the results for the same period in 2002 includes expenses subsequent
to May 1, 2002 acquisition date of Law.com. In addition, our print
publications had increases in direct mail costs and in salaries and related
taxes and employee benefits. This increase was partially offset by expense
reductions as our national sales force shifted and increased their efforts in
selling online products for Law.com.

General and administrative expenses decreased $0.5 million, or 1.9%, from
$25.8 million for the nine months ended September 30, 2002 to $25.3 million for
the nine months ended September 30, 2003. This decrease resulted primarily from
lower salary and related taxes and employee benefits, lower legal fees and a
net reduction in our provision for uncollectible accounts due to an improvement
in our accounts receivable aging performance and other realized savings from
our cost containment and restructuring efforts initiated in 2002. These
decreases were partially offset by higher management consulting and
professional fees and an increase in other taxes.

Depreciation, amortization and other charges decreased $1.4 million, or
11.0%, from $12.6 million for the nine months ended September 30, 2002 to $11.2
million for the nine months ended September 30, 2003. This decrease resulted
primarily from lower amortization and depreciation expense recorded during the
nine months ended September 30, 2003 as compared to the nine months ended
September 30, 2002 due to certain non-compete and other intangible assets and
certain capital assets being fully amortized or depreciated by the end of 2002.
This was partially offset by an adjustment to write-off $1.5 million as a
component of depreciation, amortization and other charges, of leasehold
improvements and furniture related to office space abandoned

19



---



##### Table of Contents



during a prior quarter. The lease was obtained in connection with our
acquisition of Law.com on May 1, 2002.

Other income.Other income totaled $0.8 million for the nine months ended
September 30, 2002, with no like items recorded during the nine months ended
September 30, 2003. During the third quarter of 2002, we amended an existing
advertising agreement, which limited our advertising obligation to
advertisements already placed in our publications prior to the amendment. In
exchange for the future advertising, we had previously received an equity
interest in the advertiser. This equity interest was written off as other loss
in 2001. As a result, with the elimination of any future obligation to this
advertiser, we recorded in other income $0.9 million, equal to the amount of
the reduction in advertising obligation. Partially offsetting this income was a
loss of $0.1 million, recorded in the second quarter of 2002, for the write-off
of the remaining unamortized deferred financing costs resulting from the payoff
of our old revolving line of credit.

Operating income. As a result of the above factors, our operating income
increased $5.5 million, from $4.9 million for the nine months ended September
30, 2002 to $10.4 million for the nine months ended September 30, 2003. In
addition, EBITDA increased $3.4 million, or 18.4%, from $18.2 million for the
nine months ended September 30, 2002 to $21.6 million for the nine months ended
September 30, 2003.

Interest expense. Total interest expense increased $1.4 million, from
$19.6 million for the nine months ended September 30, 2002 to $21.0 million for
the nine months ended September 30, 2003. This increase was primarily due to an
increase in the average carrying balance on our revolving credit facility with
GECC, a higher average interest rate and increased amortization of the deferred
financing charge on our GECC revolving credit facility for the nine months
ended September 30, 2003 as compared to the nine months ended September 30,
2002. Partially offsetting these increases was a reduction of interest expense
of $0.4 million related to a gain recorded on our outstanding interest rate
swap in 2002.

Income tax benefit. Income tax benefit decreased $1.5 million for the
nine months ended September 30, 2003 as compared to the nine months ended
September 30, 2002. Income tax benefit for 2002 and 2003 reflects the tax
effect of the pretax loss recognized for those periods.

Net loss.As a result of the above factors, our net loss narrowed $1.9
million, from a net loss of $8.8 million for the nine months ended September
30, 2002 to $6.9 million for the nine months ended September 30, 2003.

Operating segments.Operating segments represent components of our
business that are evaluated regularly by key chief operating decision makers in
assessing performance and resource allocation. We have determined that our
reportable segments consist of our regional newspapers (the Regional
Newspapers), national businesses (the National Businesses) and our online
business, Law.com (Online). We have also reflected unallocated costs related
to our corporate and administrative functions as a separate unit (Corporate)
so as to not distort our other segments.

For the nine months ended September 30, 2003 and 2002 presented herein,
the Regional Newspapers are comprised of the following: New York Law Journal;
The National Law Journal; and twelve other daily and weekly newspapers.

The National Businesses are comprised of the following: The American
Lawyer and nine other magazines; our newsletters; our hard and soft cover
books; our trade shows and seminars;

20



---



##### Table of Contents



our licensing and syndication business; our litigation services division
and our international operations.

Online is administered by Law.com and consists primarily of web content,
seminars and practice areas.

Corporate is comprised of: unallocated costs relating to our
administrative offices, which include executive management, legal, human
resources, accounting, information systems, business development, office
services, government affairs and public relations. In addition, Corporate
includes us and ALM Properties, Inc., one of our subsidiaries.

Regional Newspapers

Revenues. Revenues for our Regional Newspapers decreased $0.9 million,
from $65.2 million for the nine months ended September 30, 2002 to $64.3
million for the nine months ended September 30, 2003. Advertising revenues
decreased $1.3 million, from $43.5 million for the nine months ended September
30, 2002 to $42.2 million for the nine months ended September 30, 2003. The
decrease was due primarily to lower classified advertising revenues of $1.0
million primarily in attorney related help wanted advertising as our
publications continue to experience the effects of a weak economy. In addition,
display advertising revenue decreased $0.7 million associated with certain
barter transactions where we exchanged advertising services for an equity
interest in certain companies. These decreases were partially offset by
increases in legal notice advertising revenues of $0.4 million, subscription
revenues of $0.2 million and royalty and licensing fees of $0.2 million for the
nine months ended September 30, 2003 as compared to the nine months ended
September 30, 2002.

Operating expenses.Total operating expenses declined $2.1 million, or
4.6%, from $45.9 million for the nine months ended September 30, 2002 to $43.8
million for the nine months ended September 30, 2003. Cost of goods sold
decreased primarily due to lower paper, printing, fulfillment and other
production costs resulting from realized savings from our continued cost
containment efforts. Selling costs decreased due to lower print and radio
advertising expenses as we shift our strategy to invest greater resources in
direct mail efforts during 2003. Salary and related taxes and employee
benefits also declined due to restructuring efforts in 2002. General and
administrative expenses decreased primarily due to lower allocated corporate
overhead expenses. This decrease was realized from corporate expense reductions
resulting from continued cost containment and also from restructuring efforts
initiated in 2002.

Operating income. Our operating profit increased $1.2 million, from $19.3
million for the nine months ended September 30, 2002 to $20.5 million for the
nine months ended September 30, 2003. EBITDA increased $1.1 million, or 5.7%,
from $19.9 million for the nine months ended September 30, 2002 to $21.0
million for the nine months ended September 30, 2003.

National Businesses

Revenues. Revenues for our National Businesses increased $1.9 million, or
6.0%, from $31.3 million for the nine months ended September 30, 2002 to $33.2
million for the nine months ended September 30, 2003. Advertising revenues for
our National Businesses increased $0.6 million, from $12.0 million for the nine
months ended September 30, 2002 to $12.6 million for the nine months ended
September 30, 2003. Display advertising revenue decreased due primarily to
advertising associated with certain barter transactions where we exchanged
advertising services for an equity interest in certain companies. This decrease
was offset by increases in law firm and

21



---



##### Table of Contents



directory advertising revenues as well as subscription revenues. In
addition, ancillary revenues increased $1.2 million due primarily to higher
reprint sales, higher book sales, increases in phone and web research revenue
in our litigation services business and increased licensing revenue. This was
partially offset by decreases in newsletter revenue and seminar and trade show
revenue.

Operating expenses.Operating expenses for our National Businesses
declined $1.4 million, or 5.2%, from $27.6 million for the nine months ended
September 30, 2002 to $26.2 million for the nine months ended September 30,
2003. Cost of goods sold decreased due primarily to lower printing and
production costs resulting from our continued cost containment efforts. Also,
salaries and related taxes and employee benefits decreased due to our
restructuring efforts initiated in 2002 along with decreases in outside
services, professional fees and lower bad debt expense. Selling expenses
decreased due to continued cost containment efforts realized and expense
reductions as our national sales force shifted and increased their efforts in
selling online products for Law.com. In addition, selling expenses decreased
due to lower allocated corporate overhead expenses. This decrease resulted from
corporate expense reductions realized from continued cost containment and also
from restructuring efforts initiated in 2002. These decreases were partially
offset by increases in direct mail efforts, due to our decision to invest
additional resources in marketing in 2003 and due to increases in contributing
editor and research expenses.

Operating profit. Our operating profit increased $3.3 million, or 89.2%,
from $3.7 million for the nine months ended September 30, 2002 to $7.0 million
for the nine months ended September 30, 2003. EBITDA increased $3.3 million,
or 90.1%, from $3.7 million for the nine months ended September 30, 2002 to
$7.0 million for the nine months ended September 30, 2003.

Online

Our online business consists primarily of Law.com, a provider of web
content and seminars for the legal industry whose businesses include practice
centers for specialty law practice areas, state web sites and information sites
for in-house counsel and legal technology professionals. Total revenues for
Online for the nine months ended September 30, 2003 totaled $3.5 million, or
3.4%, of our revenues. As we acquired Law.com in May 2002, we do not have
comparable nine month results for this segment. Operating expenses for Online
totaled $7.2 million for the nine months ended September 30, 2003. As a result,
the operating loss for Online was $3.7 million and EBITDA loss was $1.5 million
for the nine months ended September 30, 2003. Included in operating expenses
for the nine months ended September 30, 2003 is a $1.5 million charge to
depreciation, amortization and other charges to write-off leasehold
improvements and furniture relating to office space abandoned during a prior
quarter. The lease was obtained in connection with our acquisition of Law.com,
Inc.

Corporate

Operating expenses.Operating expenses for Corporate decreased $2.9
million, from $16.1 million for the nine months ended September 30, 2002 to
$13.2 million for the nine months ended September 30, 2003. These decreases
were due primarily to lower salary and related taxes and employee benefits,
lower legal fees, lower bank charges and a net reduction in our provision for
uncollectible accounts due to an improvement in our accounts receivable aging
performance. Amortization and depreciation expense recorded during the nine
months ended September 30, 2003 as compared to the nine months ended September
30, 2002 were lower due to certain non-compete and other intangible assets and
certain capital assets being fully amortized or depreciated by the end of 2002.
These decreases were partially offset by increases in management consulting and
other professional fees, other taxes and office rent.

22



---



##### Table of Contents



Three months ended September 30, 2003 compared to three months ended September 30, 2002

Overview. Revenues increased by $0.3 million, or 0.9%, from $31.6 million
for the three months ended September 30, 2002 to $31.9 million for the three
months ended September 30, 2003. Operating expenses decreased $0.9 million, or
3.2%, from $28.9 million for the three months ended September 30, 2002 to $28.0
million for the three months ended September 30, 2003. As a result, operating
income increased $1.2 million, from $2.7 million for the three months ended
September 30, 2002 to $3.9 million for the three months ended September 30,
2003. EBITDA decreased $1.0 million, or 13.6%, from $7.7 million for the three
months ended September 30, 2002 to $6.7 million for the three months ended
September 30, 2003. Net loss totaled $0.6 million for the three months ended
September 30, 2002 as compared to a net loss of $1.4 million for the three
months ended September 30, 2003.

Revenues. Revenues increased by $0.3 million, or 0.9%, from $31.6 million
for the three months ended September 30, 2002 to $31.9 million for the three
months ended September 30, 2003. Revenue growth for the three months ended
September 30, 2003 compared to the three months ended September 30, 2002 is due
primarily to an increase in display advertising revenues, subscription
revenues, royalty and licensing fees, book revenue and sales of reprints. These
increases were partially offset by decreases in classified advertising,
newsletter and trade show revenues.

Advertising revenues decreased $0.1 million, or 0.9%, from $18.6 million
for the three months ended September 30, 2002 to $18.5 million for the three
months ended September 30, 2003. Advertising revenue declines were due
primarily to decreases in classified revenues, primarily in attorney related
help wanted advertising, as our publications continue to experience the effects
of a weak job market. These decreases were partially offset by an increase in
display advertising revenue for the three months ended September 30, 2003
compared to the three months ended September 30, 2002.

Subscription revenues increased $0.1 million, or 1.1%, from $6.2 million
for the three months ended September 30, 2002 to $6.3 million for the three
months ended September 30, 2003. The increase reflects both increased online
and print subscription revenues resulting from increased marketing efforts.

Revenues from ancillary products and services increased $0.4 million, or
5.8%, from $6.8 million for the three months ended September 30, 2002 to $7.2
million for the three months ended September 30, 2003. The increase in revenues
resulted primarily from higher book sales, increased reprint sales and higher
royalty and licensing fees. These increases were partially offset by lower
newsletter and trade show revenues. The ancillary revenue growth was due to the
fact that we increased our sales force and included new products in our royalty
licensing contracts and database for phone and web searches. In addition, book
sales grew as we increased our direct marketing efforts.

Operating expenses. Operating expenses decreased $0.9 million, or 3.2%,
from $28.9 million for the three months ended September 30, 2002 to $28.0
million for the three months ended September 30, 2003. Lower operating expenses
during the three months ended
September 30, 2003 as compared to the three months ended September 30,
2002 were primarily realized through lower depreciation and amortization
expenses and lower production and distribution expenses resulting from realized
savings from our cost containment and restructuring efforts initiated in

23



---



##### Table of Contents



2002. These savings were partially offset by an increase in selling and
general and administrative expenses.

Editorial expenses remained flat for the three months ended September 30,
2003 as compared to the three months ended September 30, 2002. Editorial
expenses increased primarily in research, contributing editor costs and other
outside editorial services. These increases were offset by decreases in salary
and related taxes and employee benefits primarily due to realized savings from
our restructuring efforts initiated in 2002.

Production and distribution expenses decreased $0.4 million, or 6.7%, from
$6.2 million for the three months ended September 30, 2002 to $5.8 million for
the three months ended September 30, 2003. Production and distribution
expenses decreased primarily from lower paper, printing, fulfillment and other
production costs, a decrease in salaries and related taxes and employee
benefits and other realized savings from our cost containment and restructuring
efforts initiated in 2002.

Selling expenses increased $0.4 million, or 6.3%, from $6.3 million for
the three months ended September 30, 2002 to $6.7 million for the three months
ended September 30, 2003. Selling expenses increased primarily due to direct
mail efforts, due to our decision to invest additional resources in marketing
in 2003 and due to salaries and related taxes and employee benefits, outside
consulting and other marketing related expenses.

General and administrative expenses increased $0.5 million, or 6.2%, from
$7.0 million for the three months ended September 30, 2002 to $7.5 million for
the three months ended September 30, 2003. This increase resulted primarily
from higher legal fees for the three months ended September 30, 2003 as
compared to the three months ended September 30, 2002, since the third quarter
of 2002 included the reimbursement from insurance companies for prior legal
fees incurred. This increase was partially offset by a net reduction in our
provision for uncollectible accounts due to an improvement in our accounts
receivable aging performance, lower salary and related taxes and employee
benefits and other realized savings from our cost containment and restructuring
efforts initiated in 2002.

Depreciation, amortization and other charges decreased $1.3 million, or
32.2%, from $4.1 million for the three months ended September 30, 2002 to $2.8
million for the three months ended September 30, 2003. This decrease resulted
primarily from lower amortization and depreciation expense recorded during the
three months ended September 30, 2003 as compared to the three months ended
September 30, 2002 due to certain non-compete and other intangible assets and
certain capital assets being fully amortized or depreciated by the end of 2002.
In addition, depreciation expense decreased in the third quarter of 2003 due to
the $1.5 million write-off, which occurred during the second quarter of 2003,
of Law.com leasehold improvements and furniture relating to office space
abandoned during a prior quarter. The lease was obtained in connection with our
acquisition of Law.com on May 1, 2002.

Operating income. As a result of the above factors, our operating income
increased $1.2 million, from $2.7 million for the three months ended September
30, 2002 to $3.9 million for the three months ended September 30, 2003. In
addition, EBITDA decreased $1.0 million, or 13.6%, from $7.7 million for the
three months ended September 30, 2002 to $6.7 million for the three months
ended September 30, 2003.

Interest expense. Total interest expense increased $0.5 million, from
$6.5 million for the three months ended September 30, 2002 to $7.0 million for
the three months ended September 30,

24



---



##### Table of Contents



2003. For the three months ended September 30, 2002, we recorded a
reduction of interest expense of $0.3 million related to our outstanding
interest rate swap with no like reduction of interest expense recorded during
the three months ended September 30, 2003.

Other income. Other income totaled $0.9 million for the three months ended
September 30, 2002 with no like income recorded during the three months ended
September 30, 2003. During the third quarter of 2002, we amended an existing
advertising agreement which limited our advertising obligation to
advertisements already placed in our publications prior to the amendment. In
exchange for the future advertising, we had previously received an equity
interest in the advertiser. This equity interest was written off as other loss
in 2001. As a result, with the elimination of any future obligation to this
advertiser, we recorded $0.9 million in other income, equal to the amount of
the reduction in advertising obligation.

Income taxes. Income tax benefit decreased $0.5 million, from a benefit of
$2.3 million for the three months ended September 30, 2002 to a benefit of $1.8
million for the three months ended September 30, 2003. The income tax benefits
for 2002 and 2003 reflect the tax effect of the pretax income for those
periods.

Net Loss.As a result of the above factors, our net income declined $0.7
million, from a net loss of $0.7 million for the three months ended September
30, 2002 to a net loss of $1.4 million for the three months ended September 30,
2003.

Operating segments.Operating segments represent components of our
business that are evaluated regularly by key chief operating decision makers in
assessing performance and resource allocation. We have determined that our
reportable segments consist of our regional newspapers (the Regional
Newspapers), national businesses (the National Businesses) and our online
business, Law.com (Online). We have also reflected unallocated costs related
to our corporate and administrative functions as a separate unit (Corporate)
so as to not distort our other segments.

For the three months ended September 30, 2003 and 2002 presented herein,
the Regional Newspapers are comprised of the following: New York Law Journal;
The National Law Journal; and twelve other daily and weekly newspapers.

The National Businesses are comprised of the following: The American
Lawyer and nine other magazines; our newsletters, our hard and soft cover
books; our trade shows and seminars; our licensing and syndication business;
our litigation services division and our international operations.

Online is administered by Law.com and consists primarily of web content,
seminars and practice areas.

Corporate is comprised of: unallocated costs relating to our
administrative offices, which include executive management, legal, human
resources, accounting, information systems, business development, office
services, government affairs and public relations. In addition, Corporate
includes us and ALM Properties, Inc., one of our subsidiaries.

Regional Newspapers

Revenues. Revenues for our Regional Newspapers decreased $0.8 million, or
3.7%, from $21.0 million for the three months ended September 30, 2002 to $20.2
million for the three

25



---



##### Table of Contents



months ended September 30, 2003. Advertising revenues decreased $0.7
million, from $13.8 million for the three months ended September 30, 2002 to
$13.1 million for the three months ended September 30, 2003. The decrease was
due primarily to lower display advertising revenues associated with certain
barter transactions where we exchanged advertising services for an equity
interest in certain companies and from a decrease in classified, law firm and
legal notice advertising revenues. In addition, revenue decreases in the
newsletter and trade show and seminar businesses partially offset an increase
in book revenue.

Operating expenses.Total operating expenses declined $0.2 million, or
1.6%, from $14.3 million for the three months ended September 30, 2002 to $14.1
million for the three months ended September 30, 2003. Cost of goods sold
decreased due primarily to lower printing, fulfillment and other production
costs, lower contributing editor costs and lower salary and related taxes and
employee benefits. This decrease was partially offset by increased selling
expense as we shifted our strategy to invest greater resources in direct mail
efforts in 2003. General and administrative expenses increased primarily due
to an increase in salary and related taxes and employee benefits, and higher
office rents and utility expense. Additionally, lower allocated corporate
overhead expenses and a net reduction in our provision for uncollectible
accounts were recorded in this years quarter due to an improvement in our
accounts receivable aging performance.

Operating income. Our operating profit decreased $0.5 million, from $6.6
million for the three months ended September 30, 2002 to $6.1 million for the
three months ended September 30, 2003. EBITDA decreased $0.6 million, or 8.3%,
from $6.8 million for the three months ended September 30, 2002 to $6.2 million
for the three months ended September 30, 2003.

National Businesses

Revenues.Revenues for our National Businesses increased $1.0 million, or
10.5%, from $9.5 million for the three months ended September 30, 2002 to $10.5
million for the three months ended September 30, 2003. Advertising revenues for
our National Businesses increased $0.5 million, from $4.2 million for the three
months ended September 30, 2002 to $4.7 million for the three months ended
September 30, 2003, resulting from higher display, law firm and directory
advertising revenues. In addition, revenue from our ancillary products
increased $0.4 million, due primarily to higher book sales, increased royalty
and licensing fees and higher reprint sales. These increases were partially
offset by a decrease in advertising associated with certain barter transactions
where we exchanged advertising services for an equity interest in certain
companies along with decreases in seminar and trade show revenue and lower
newsletter revenue.

Operating expenses.Operating expenses for our National Businesses
increased $0.4 million, or 4.8%, from $8.5 million for the three months ended
September 30, 2002 to $8.9 million for the three months ended September 30,
2003. Cost of goods sold increased due primarily to higher contributing editor
and research costs, an increase in other art and editorial expenses, higher
book production and book royalty costs, higher trade show and seminar expenses
and increased outside service and professional fees. Selling expenses increased
primarily due to higher salary and related taxes and employee benefits and an
increase in direct mail efforts due to our decision to invest additional
resources in marketing in 2003. These increases were partially offset by lower
printing and fulfillment costs and expense reductions as our national sales
force shifted and increased their efforts in selling online products for
Law.com.

Operating profit.Our operating profit increased $0.6 million, or 57.8%,
from $1.0 million for the three months ended September 30, 2002 to $1.6 million
for the three months ended

26



---



##### Table of Contents



September 30, 2003. EBITDA increased $0.6 million, or 57.8%, from $1.0
million for the three months ended September 30, 2002 to $1.6 million for the
three months ended September 30, 2003.

Online

Revenues. Revenues for Online increased $0.1 million, or 5.3%, from $1.1
million for the three months ended September 30, 2002 to $1.2 million for the
three months ended September 30, 2003. Advertising revenues increased
primarily due to higher display and classified advertising revenues. These
increases were partially offset by decreases in law firm and directory
advertising. Subscription revenue and ancillary revenue also experienced
slight increases for the three months ended September 30, 2003 as compared to
the three months ended September 30, 2003.

Operating expenses.Operating expenses for Online decreased $0.6 million,
or 26.1%, from $2.2 million for the three months ended September 30, 2002 to
$1.6 million for the three months ended September 30, 2003. Cost of goods sold
and general and administrative expense decreased primarily due to lower salary
and related taxes and employee benefits reductions realized primarily from
restructuring efforts initiated in 2002 and from a reduction of rent expense as
Law.com office space was abandoned during a prior quarter. These decreases were
partially offset by an increase in selling expenses as our national sales force
continues to allocate their time selling online products for Law.com.

Corporate

Operating expenses.Operating expenses for Corporate decreased $0.5
million, from $3.8 million for the three months ended September 30, 2002 to
$3.3 million for the three months ended September 30, 2003. These decreases
were due primarily to lower salary and related taxes and employee benefits,
lower bank charges, a net reduction in our provision for uncollectible accounts
due to an improvement in our accounts receivable aging performance and lower
corporate marketing expenses. Amortization and depreciation expense recorded
during the three months ended September 30, 2003 as compared to the three
months ended September 30, 2002 were lower due to certain non-compete and other
intangible assets and certain capital assets being fully amortized or
depreciated by the end of 2002. These decreases were partially offset by
increases in legal fees, office rent, management consulting and other
professional fees and other taxes.

Liquidity and Capital Resources

Net cash provided by operating activities. Net cash provided by operating
activities totaled $11.5 million for the nine months ended September 30, 2003,
which resulted primarily from depreciation, amortization and other charges of
$11.2 million, accretion of interest on Senior Discount Notes of $6.3 million,
an increase in accrued interest payable of $3.8 million, a decrease in accounts
receivable of $1.4 million, the amortization of non-cash interest of $0.9
million, and an increase in accounts payable and accrued expenses of $0.3
million. This was partially offset by a net loss of $6.9 million, a decrease in
deferred income tax of $3.7 million, a decrease in deferred income of $1.0
million, an increase in other current assets of $0.5 million and a decrease in
other noncurrent liabilities of $0.4 million.

Net cash used in investing activities. Net cash used in investing
activities was $2.4 million for the nine months ended September 30, 2003,
resulting from capital expenditures of $2.0 million and deferred payments from
acquisitions made in 2001 and 2002.

27



---



##### Table of Contents



Capital expenditures. Capital expenditures totaled $2.0 million for the
nine months ended September 30, 2003 compared to capital expenditures of $2.5
million for the nine months ended September 30, 2002. Capital expenditures for
the nine months ended September 30, 2003 included costs of $1.8 million
attributed to hardware and software upgrades, database development and
implementation of a disaster recovery system and $0.2 million attributed to
leasehold improvements throughout our regional offices. Capital expenditures
for 2002 primarily resulted from database development, enhancements to existing
computer systems and the renovation of one of our regional offices.

Net cash used in financing activities.Net cash used in financing
activities totaled $7.4 million for the nine months ended September 30, 2003,
which reflects the net paydown on our GECC Facility.

Liquidity.Our principal sources of funds are cash flows from operating
activities, which may be supplemented by borrowings under our GECC Facility.
The GECC Facility had $24.9 million outstanding as of September 30, 2003. We
believe that these funds will be sufficient to meet our current financial
obligations, which include the payment of interest on the $175,000,000 of 9.75%
senior notes, interest under our GECC Facility, working capital, capital
expenditures and other obligations for the next 12 months. No assurance can be
given, however, that this will be the case. Our future operating performance
and ability to service or refinance our debt, meet future debt covenants, and
to repay, extend or refinance any credit agreements to which we are a party
will be subject to future economic conditions and to financial, business and
other factors, many of which are beyond our control.

Reconciliations of GAAP to Non-GAAP Financial Measures

Reconciliations of GAAP to non-GAAP financial measures, such as EBITDA,
are provided below (in thousands). We believe that the use of non-GAAP financial measures
enables us and investors to evaluate, and compare from period to period our
results from ongoing operations in a more meaningful and consistent manner.

Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2003
    
    2002
    
    2003
    
    2002GAAP net loss
    
    $
    (1,384
    )
    
    $
    (648
    )
    
    $
    (6,867
    )
    
    $
    (8,756
    )Adjustments to arrive at
operating income:Benefit for income tax
    
    
    (1,789
    )
    
    
    (2,265
    )
    
    
    (3,710
    )
    
    
    (5,198
    )Other income
    
    
    
    
    
    
    (928
    )
    
    
    
    
    
    
    (782
    )Interest expense
    
    
    7,047
    
    
    
    6,514
    
    
    
    20,977
    
    
    
    19,615Operating income
    
    
    3,874
    
    
    
    2,673
    
    
    
    10,400
    
    
    
    4,879Adjustments to arrive at EBITDA:Depreciation, amortization
and other charges
    
    
    2,796
    
    
    
    4,121
    
    
    
    11,189
    
    
    
    12,570Other income
    
    
    
    
    
    
    928
    
    
    
    
    
    
    
    782EBITDA
    
    $
    6,670
    
    
    $
    7,722
    
    
    $
    21,589
    
    
    $
    18,231


28



---



##### Table of Contents








|        |                                                           
|------- | ----------------------------------------------------------
|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See footnote 3 to the Consolidated Financial Statements.






|        |                        
|------- | -----------------------
|ITEM 4. | CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures. The Companys management, with
the participation of the Companys Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Companys disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the
end of the period covered by this report. Based on such evaluation, the
Companys Chief Executive Officer and Chief Financial Officer have concluded
that, as of the end of such period, the Companys disclosure controls and
procedures are effective.

(b) Internal Controls Over Financial Reporting. There have not been any
changes in the Companys internal controls over financial reporting (as such
term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during
the fiscal quarter to which this report relates that have materially affected,
or are reasonably likely to materially affect, the Companys internal control
over financial reporting.

29



---



##### Table of Contents






PART II
OTHER INFORMATION






|        |                  
|------- | -----------------
|ITEM 1. | LEGAL PROCEEDINGS

We are a party to various litigation matters incidental to the conduct of
our business. We do not believe that the outcome of any of the matters in which
we are currently involved will have a material adverse effect on our financial
condition or on the results of our operations.






|        |                                          
|------- | -----------------------------------------
|ITEM 2. | CHANGES IN SECURITIES AND USE OF PROCEEDS

None.






|        |                                
|------- | -------------------------------
|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES

None.






|        |                                                    
|------- | ---------------------------------------------------
|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.






|        |                  
|------- | -----------------
|ITEM 5. | OTHER INFORMATION

None.






|        |                                 
|------- | --------------------------------
|ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K



| | (a) |  | Exhibits
| | --- |  | --------

31.1
    
    Certification by the Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification by the Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of the Chief Executive Officer and
Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.




| | (b) |  | Reports on Form 8-K
| | --- |  | -------------------



| |  |  | None
| |  |  | ----

30



---



##### Table of Contents






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.

AMERICAN LAWYER MEDIA HOLDINGS, INCNovember 10, 2003
    
    /s/ WILLIAM L. POLLAKWilliam L. PollakPRESIDENT AND CHIEF EXECUTIVE OFFICERNovember 10, 2003
    
    /s/ STEPHEN C. JACOBSStephen C. JacobsVICE PRESIDENT AND CHIEF FINANCIAL OFFICER