AMERICAN LAWYER MEDIA INC - 10-Q Quarterly Report

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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 June 30, 2002.

or

| | 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: 333-50117

_____________________

AMERICAN LAWYER MEDIA, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 13-3980414
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

345 PARK AVENUE SOUTH
NEW 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 |_|

As of August 13, 2002, there were 100 shares of the registrant's common stock,
$.01 par value, outstanding.

AMERICAN LAWYER MEDIA, INC.

INDEX

PAGE
----
PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Consolidated Balance Sheets at June 30, 2002 (unaudited)
and December 31, 2001.................................................................1
Consolidated Statements of Operations (unaudited) for the Six
Months Ended June 30, 2002 and 2001...................................................2
Consolidated Statements of Operations (unaudited) for the Three
Months Ended June 30, 2002 and 2001...................................................3
Consolidated Statement of Changes in Stockholder's Equity for
the Six Months Ended June 30, 2002 (unaudited)........................................4
Consolidated Statements of Cash Flows (unaudited) for the Six Months
Ended June 30, 2002 and 2001..........................................................5
Notes to Consolidated Financial Statements at
June 30, 2002 (unaudited)..........................................................6-12

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS....................................13

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK...................................................................18

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.....................................................................18

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.............................................18

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.......................................................18

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................................18

ITEM 5. OTHER INFORMATION.....................................................................18

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................................................18

PART I
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AMERICAN LAWYER MEDIA, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

June 30, December 31,
2002 2001
---------- ----------
(Unaudited)

ASSETS
Current assets:
Cash and cash equivalents............................................................. $ 2,109 $ 2,377
Accounts receivable, net of allowance for doubtful accounts and returns of
$2,398 and $2,270, respectively.................................................... 15,554 16,051
Deferred tax assets, net.............................................................. 3,925 3,925
Inventories, net...................................................................... 1,453 1,530
Due from parent....................................................................... 2,588 676
Other current assets.................................................................. 3,463 2,555
--------- ----------
Total current assets............................................................ 29,092 27,114

Property, plant and equipment, net of accumulated depreciation and
amortization of $21,613 and $14,744, respectively.................................. 13,164 11,384
Intangible assets, net of accumulated amortization of $53,124 and $47,670,
respectively....................................................................... 123,669 129,122
Goodwill, net of accumulated amortization of $48,490 and $48,490,
respectively....................................................................... 162,694 141,041
Deferred financing costs, net of accumulated amortization of $3,332 and
$3,391, respectively............................................................... 5,308 4,525
Other assets.......................................................................... 5,554 1,664
--------- ----------
Total assets................................................................... $ 339,481 $ 314,850
========= ==========

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
Accounts payable...................................................................... $ 6,604 $ 5,941
Accrued expenses...................................................................... 12,074 10,627
Accrued interest payable.............................................................. 843 954
Deferred income (including deferred subscription income of $17,355 and
$15,065, respectively)............................................................. 24,047 18,515
Other current liabilities............................................................. -- 350
--------- ----------
Total current liabilities...................................................... 43,568 36,387
Long-term debt:
Revolving credit facility............................................................. 30,700 27,000
Senior notes.......................................................................... 175,000 175,000
--------- ----------
Total long-term debt........................................................... 205,700 202,000
Deferred income taxes................................................................. 23,593 25,366
Other noncurrent liabilities.......................................................... 6,666 7,271
--------- ----------
Total liabilities.............................................................. 279,527 271,024

Stockholder's equity:
Common stock-$.01 par value; 1,000 shares authorized; 100 issued and
outstanding at June 30, 2002 and December 31, 2001................................. -- --
Paid-in-capital....................................................................... 152,462 130,253
Accumulated deficit................................................................... (92,467) (86,444)
Accumulated other comprehensive (loss) gain........................................... (41) 17
--------- ----------
Total stockholder's equity..................................................... 59,954 43,826
--------- ----------
Total liabilities and stockholder's equity..................................... $ 339,481 $ 314,850
========= ==========

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

1

AMERICAN LAWYER MEDIA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)

For the Six Months Ended
June 30,
------------------------
2002 2001
---- ----

REVENUES:
Periodicals:
Advertising...................................................... $ 38,139 $ 44,559
Subscription..................................................... 11,544 11,558
Ancillary products and services..................................... 17,102 20,715
----------- -----------
Total revenues................................................... 66,785 76,832
----------- -----------

OPERATING EXPENSES:
Editorial........................................................... 10,929 11,771
Production and distribution......................................... 13,017 16,635
Selling............................................................. 13,413 14,833
General and administrative.......................................... 18,742 20,158
Depreciation and amortization....................................... 8,449 14,994
----------- -----------
Total operating expenses......................................... 64,550 78,391
----------- -----------
Operating income (loss).......................................... 2,235 (1,559)
Interest expense.................................................... (9,566) (10,070)
Other loss.......................................................... (145) (4,672)
------------ ------------

Loss before income taxes......................................... (7,476) (16,301)
Benefit for income taxes............................................ 1,453 1,045
----------- -----------

Net loss......................................................... $ (6,023) $ (15,256)
=========== ===========

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

2

AMERICAN LAWYER MEDIA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)

For the Three Months Ended
June 30 ,
--------------------------
2002 2001
---- ----

REVENUES:
Periodicals:
Advertising...................................................... $ 20,105 $ 22,582
Subscription..................................................... 5,996 5,810
Ancillary products and services..................................... 8,326 9,426
----------- -----------
Total revenues................................................... 34,427 37,818
----------- -----------

OPERATING EXPENSES:
Editorial........................................................... 5,543 5,792
Production and distribution......................................... 6,482 7,887
Selling............................................................. 6,619 7,160
General and administrative.......................................... 9,786 11,697
Depreciation and amortization....................................... 4,049 7,524
----------- -----------
Total operating expenses......................................... 32,479 40,060
----------- -----------
Operating income (loss).......................................... 1,948 (2,242)
Interest expense.................................................... (5,304) (5,025)
Other loss.......................................................... (150) (4,692)
------------ ------------

Loss before income taxes......................................... (3,506) (11,959)
Benefit for income taxes............................................ 691 470
----------- -----------

Net loss......................................................... $ (2,815) $ (11,489)
=========== ===========

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

3

AMERICAN LAWYER MEDIA, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)

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

4

AMERICAN LAWYER MEDIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

For the Six Months Ended
June 30,
------------------------
2002 2001
----------- ----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .......................................................... $ (6,023) $(15,256)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation and amortization ..................................... 8,449 14,994
Non-cash interest ................................................. 466 443
Financing loss from termination of revolving line of credit ....... 155 --
Impairment of private equity securities ........................... -- 4,700
Decrease (increase) in:
Accounts receivable, net .......................................... 1,231 1,163
Inventories ....................................................... 77 (104)
Other current assets .............................................. (698) 129
Other assets ...................................................... (62) 637
(Decrease) increase in:
Accounts payable .................................................. (504) (1,987)
Accrued expenses .................................................. (1,882) (1,770)
Accrued interest payable .......................................... (111) 44
Deferred income ................................................... 728 (661)
Other noncurrent liabilities ...................................... (2,383) (1,939)
-------- --------
Total adjustments .............................................. 5,466 15,649
-------- --------
Net cash (used in) provided by operating activities ............ (557) 393
-------- --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures .............................................. (1,477) (1,706)
Purchase of business .............................................. (529) (5,894)
-------- --------
Net cash used in investing activities .......................... (2,006) (7,600)
-------- --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Advance under revolving credit facility, net ...................... 3,700 6,700
Payment of deferred financing costs ............................... (1,405) (138)
-------- --------
Net cash provided by financing activities ...................... 2,295 6,562
-------- --------
Net decrease in cash ........................................... (268) (645)
-------- --------

CASH, beginning of period ......................................... 2,377 2,263
-------- --------

CASH, end of period ............................................... $ 2,109 $ 1,618
======== ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period:
Income taxes ................................................... $ 13 $ 863
======== ========
Interest ....................................................... $ 8,632 $ 9,594
======== ========

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

5

AMERICAN LAWYER MEDIA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)

1. ORGANIZATION & OPERATIONS

American Lawyer Media, Inc. ("we," "us," "our" or the "Company") is a
wholly-owned subsidiary of American Lawyer Media Holdings, Inc. ("Holdings"). We
publish national and regional legal publications, including THE AMERICAN LAWYER,
NEW YORK LAW JOURNAL, THE NATIONAL LAW JOURNAL and CORPORATE COUNSEL. Our
operations are based in New York with regional offices in eight states, the
District of Columbia and London, England.

On July 24, 2002, James A. Finkelstein resigned as a director of us and
of Holdings.

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, 2001.

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, generally limited due to the large number of customers comprising our
customer base. Legal advertising agents do not have significant liquid net worth
and, as a result,

6

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

we are exposed to a certain level of credit concentration risk in this area, for
which we believe we have adequately provided.

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.

Internet advertising revenues are generated from the placement of
display and classified advertisements, as well as directory listings, on
our websites. 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.

Periodical and internet subscription revenues are recognized on a pro
rata basis as issues of a subscription are served.

Ancillary products and services revenues consist principally of
newsletter subscriptions, sales of professional books, seminar and trade show
income and income from a daily fax service of court decisions. In addition,
ancillary products and services revenues include third party printing revenue
until July 2001 at which point the assets from the Florida printing operations
were sold and such third party printing ceased. Book revenues are recognized
upon shipment and are reflected net of estimated returns. Newsletter revenues
are recognized on the same basis as periodical subscription revenues. Seminar
and trade show revenues are recognized when the seminar or trade show is held.
Daily fax service revenues are recognized upon fulfillment of orders.

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 $2,536,000 and $1,997,000 are included in accounts
receivable in the accompanying consolidated June 30, 2002 and December 31, 2001
balance sheets, respectively.

Advertising and Promotion Expenditures

Advertising and promotion expenditures totaled approximately $1,415,000
and $1,863,000 for the three months ended June 30, 2002 and 2001, respectively,
and $3,307,000 and $3,733,000 for the six months ended June 30, 2002 and 2001,
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.

7

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Inventories

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

Accounting for Long-Lived Assets

On January 1, 2002, we adopted Statement of Financial Accounting
Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets." SFAS No. 144 replaces No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."
The statement is intended to develop one accounting model, based on the
framework established in SFAS No.121, for long-lived assets to be disposed of
and to address significant implementation issues. In accordance with this
statement, we periodically review long-lived assets and certain identifiable
intangibles for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be fully recoverable. Impairment of
long-lived assets exists if, at a minimum, the future expected cash flows
(undiscounted and without interest charges) from an entity's operations are less
than the carrying value of these assets. Under the guidelines of this statement,
we do not believe that any such impairment has occurred related to goodwill or
intangibles.

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 years
Furniture, machinery and equipment.......... 5-9 years
Computer equipment and software............. 3-6 years

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

Goodwill and Intangible Assets

We adopted SFAS No. 142, "Goodwill and Other Tangible Assets",
effective January 1, 2002. SFAS No. 142 requires that an intangible asset that
is acquired shall be initially recognized and measured based on its fair value.
This statement also provides that goodwill and certain intangibles should not be
amortized, but shall be tested for impairment annually, or more frequently if
circumstances indicate potential impairment, through a comparison of fair value
to its carrying amount. In the first quarter of 2002, we ceased amortization of
goodwill and during the second quarter of 2002 we performed the first step of
the impairment test. The first step of the impairment test requires us to
compare the fair value of each reporting unit to its carrying value to determine
whether there is an indication that an impairment may exist. If there is an
indication of impairment, we would allocate the fair value of the reporting unit
to its assets and liabilities as if the reporting unit had been acquired in a
business combination. The amount of impairment for goodwill is measured as the
excess of its carrying value over its fair value. Based on the results of our
impairment test, no impairment charge was required.

8

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The 2001 results on a historical basis do not reflect the provisions of
SFAS No. 142. Had we adopted SFAS No. 142 on January 1, 2001 and ceased to
amortize goodwill at such date, the historical net loss would have been changed
to the adjusted amounts indicated below (in thousands):

Six Months Ended Three Months Ended
June 30, 2001 June 30, 2001
---------------- -----------------

As reported -- historical basis ......... $ (15,526) $ (11,489)
Add: Goodwill amortization............... 6,287 3,158
Income tax impact........................ (2,703) (1,358)
----------- -----------
Adjusted................................. $ (11,942) $ (9,689)
=========== ===========

Intangible assets with determinate lives represent trademarks,
advertiser commitments, uniform resource locators, copyrights, customer and
subscriber lists and non-compete agreements. They are stated at cost less
accumulated amortization and are amortized on a straight-line basis over useful
lives ranging from 5-30 years.

Deferred Taxes

We provide for deferred taxes pursuant to SFAS No. 109, "Accounting for
Income Taxes", which requires the recognition of deferred taxes utilizing the
liability method.

3. DEBT

On December 22, 1997, we issued $175,000,000 aggregate principal amount
of 9.75% Senior Notes (the "Notes") due December 15, 2007. The Notes are
unsecured general senior obligations and are fully and unconditionally
guaranteed, on a joint and several and senior unsecured basis, by us, and each
of our existing and future subsidiaries. The subsidiary guarantors comprise all
of our direct and indirect subsidiaries. Separate financial statements of, and
other disclosures concerning, the subsidiary guarantors are not included herein
because of the subsidiary guarantors' full and unconditional guarantee of the
Notes and management's determination that separate financial statements and
other disclosures concerning the subsidiary guarantors are not material and
would not provide any additional meaningful disclosure. There are currently no
contractual or regulatory restrictions limiting the ability of the subsidiary
guarantors to make distributions to us. The Notes may be redeemed at any time by
us, 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 us and our subsidiaries, the
payment of dividends and other restricted payments by us and our subsidiaries,
asset sales, transactions with affiliates, the incurrence of liens and mergers
and consolidations. Assuming there is no redemption of the Senior Notes prior to
maturity, the entire principal will be payable on December 15, 2007.

On March 25, 1998, Holdings and we signed a credit agreement with
various banks that had a combined revolving commitment in the initial principal
amount of $40,000,000 (the "Revolving Credit Facility"). Finance costs
associated with the Revolving Credit Facility have been capitalized and have
been amortized over the term of the agreement. The Revolving Credit Facility was
guaranteed by Holdings and by all of our subsidiaries. In addition, the
Revolving

9

3. DEBT (CONTINUED)

Credit Facility was secured by a first priority security interest in
substantially all of the properties and assets of us and our domestic
subsidiaries, including a pledge of all of the stock of such subsidiaries, and a
pledge by Holdings of all of our stock. The Revolving Credit Facility bore
interest at a fluctuating rate determined by reference to (i) the base rate plus
a margin ranging from .25% to 1.5%, or (ii) the Eurodollar Rate plus a margin
ranging from 1.25% to 2.5%, as the case may be. The applicable margin was based
on our total consolidated leverage ratio. The base rate equals the higher of (a)
the rate of interest publicly announced from time to time by Bank of America as
its reference rate, or (b) the Federal funds rate plus .5%. The Eurodollar Rate
is based on (i) the interest rate per annum at which deposits in U.S. Dollars
are offered by Bank of America's applicable lending office to major banks in the
offshore market account in an aggregate principal amount approximately equal to
the amount of the loan made to us and (iii) the maximum reserve percentage in
effect under regulations issued from time to time by the Federal Reserve Board.
We also paid customary fees with respect to the Revolving Credit Facility,
including an up-front arrangement fee, annual administrative agency fees and
commitment fees on the unused portion of the Revolving Credit Facility. The
Revolving Credit Facility included both affirmative and negative covenants that
include meeting certain financial ratios.

Effective August 10, 2001, the Revolving Credit Facility was amended to
permanently reduce the aggregate revolving commitment to $29.0 million and to
clarify certain sections as well as to waive compliance with certain of the
covenants at June 30, 2001. Effective February 22, 2002, our revolving credit
facility was amended to modify the covenants relating to the total leverage
ratio, interest coverage ratio and fixed charge ratio for the remainder of the
term of the line of credit. In addition, the revolving credit facility was also
amended to allow us to receive equity securities in non-related entities as
payment for advertising services provided by us, within certain limits in any
one fiscal year. Effective May 1, 2002, the outstanding balance under the
Revolving Credit Facility was repaid and the Revolving Credit Facility was
terminated.

On May 1, 2002, we, The New York Law Publishing Company ("NYLP") and
Holdings entered into a credit agreement, dated as of May 1, 2002, with General
Electric Capital Corporation ("GECC") and the lenders signatory thereto in
accordance with which GECC will provide our operating subsidiary, NYLP, with a
$40 million revolving credit facility (the "GECC Facility"). The GECC Facility
replaces our Revolving Credit Facility and proceeds from the GECC Facility will
be used to refinance existing indebtedness, provide working capital and finance
capital expenditures. The obligations of NYLP under the GECC Facility are
guaranteed by us, Holdings and all of our domestic subsidiaries and are secured
by all of the personal property assets of us, Holdings 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.

At June 30, 2002, the amount outstanding under the GECC Facility was
$30.7 million. The available balance under the unused commitment is reduced by
any letters of credit outstanding, which totaled $2,921,000 at June 30, 2002. A
10% increase in the average interest rate of borrowing under the Revolving
Credit Facility and GECC Facility during the six months ended June 30, 2002
would have increased our net loss to approximately $6,091,000.

10

4. RESTRUCTURING CHARGE

During the second and fourth quarters of 2001, upon the decision to
restructure certain of our operations, we accrued approximately $1.7 million and
$0.3 million, respectively, of restructuring charges. In addition, a further
execution of this plan resulted in an additional $0.3 million of restructuring
charges recorded during the second quarter of 2002. These charges primarily
relate to severance arrangements and have been included in operating income. As
of June 30, 2002, approximately $0.6 million, representing the unpaid charges,
is included in accrued expenses.

5. ACQUISITION OF LAW.COM

Effective May 1, 2002, Holdings 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. Holdings 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. Law.com and Holdings share substantially all
the same common stockholders. The amount of consideration was determined based
on independent third party valuations undertaken in March 2002 of Holdings'
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, law students 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, Holdings contributed
all of the outstanding shares of common stock of Law.com to us as a capital
contribution. Law.com will operate as our subsidiary.

The following is a summary of the calculation of the purchase price, as
well as the allocation of the purchase price to the value of the net assets
acquired (in thousands):

Purchase consideration (issuance of 120,030 shares
of our common stock) ............................. $20,000
Direct acquisition costs ......................... 2,209
-------
Total estimated purchase price ................... 22,209
Less: fair value of net tangible assets of Law.com
Content, net of related party accounts ........... 556
-------
Total excess of purchase price over net
assets acquired .................................. $21,653
=======

The purchase price has been allocated based on management's preliminary
best estimate of the fair value of assets acquired and liabilities assumed. The
final determination may result in asset and liability amounts that are different
than the preliminary estimates of these amounts. The

11

5. ACQUISITION OF LAW.COM (CONTINUED)

excess purchase price over the fair value net tangible assets acquired has been
allocated to goodwill.

The proforma unaudited consolidated results of operations for the six
months ended June 30, 2002 and 2001, assuming consummation of the acquisition as
of the beginning of the respective periods are as follows:

Six Months Ended
-----------------------
June 30, June 30,
2002 2001
------- --------

Revenue ................................. $68,540 $ 77,714
======= ========

Net Income .............................. $(8,959) $(23,045)
======= ========

During the quarter ended June 30, 2002, 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 is included in
Other Assets in the accompanying Consolidated Balance Sheet. Real Legal, LLC
and Holdings share substantially all the stockholders.

12

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 three
and six months ended June 30, 2002 to the three and six months ended June 30,
2001.

On January 31, 2001, we consummated the acquisition of substantially
all of the assets of and certain of the liabilities of Haslam Publications
("Haslam"), the leading publisher of jury verdict and settlement research data
in California.

During the second and fourth quarters of 2001, upon the decision to
restructure certain of our operations, we accrued approximately $1.7 million and
$0.3 million, respectively, of restructuring charges. In addition, a further
execution of this plan resulted in an additional $0.3 million of restructuring
charges recorded during the second quarter of 2002. These charges primarily
relate to severance arrangements and have been included in operating income. As
of June 30, 2002, approximately $0.6 million, representing the unpaid charges,
is included in accrued expenses.

In addition, during the second quarter of 2001, we recorded a permanent
impairment of $4.7 million on our private equity investments.

In July 2001, we sold certain of our assets associated with our Florida
printing facility. In connection with the sale of the net assets, we recorded a
loss of $0.9 million.

Effective May 1, 2002, Holdings 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. Holdings 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. The acquired businesses include practice
centers for specialty law practice areas, state Web sites and information sites
for in-house counsel, law students and legal technology professionals.

13

After completion of Holdings' acquisition of Law.com, Holdings
contributed all of the outstanding shares of common stock of Law.com to us as a
capital contribution. Law.com will operate as our subsidiary.

RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SIX MONTHS ENDED JUNE 30,
2001

OVERVIEW. Revenues decreased by $10.0 million, or 13.1%, from $76.8
million for the six months ended June 30, 2001 to $66.8 million for the six
months ended June 30, 2002. Total operating expenses decreased $13.9 million, or
17.7%, from $78.4 million for the six months ended June 30, 2001 to $64.5
million for the six months ended June 30, 2002. As a result, the net operating
profit totaled $2.2 million for the six months ended June 30, 2002 as compared
to a net operating loss of $1.6 million for the six months ended June 30, 2001.
Earnings before interest, income taxes, depreciation and amortization and other
extraordinary gains and losses ("EBITDA") declined $2.7 million, or 20.5%, from
$13.4 million for the six months ended June 30, 2001 to $10.7 million for the
six months ended June 30, 2002.

REVENUES. Revenue declines for the six months ended June 30, 2002
compared to the six months ended June 30, 2001 reflect the impact of the
continued economic slowdown within the advertising industry which resulted in
reduced advertising revenues and declines in seminar and tradeshow and
newsletter revenues. In addition, due to the sale of our Florida printing
operations during the third quarter of 2001, no commercial printing revenue was
recorded in 2002 as compared to $1.4 million for the six months ended June 30,
2001.

Advertising revenues decreased $6.5 million, or 14.4%, from $44.6
million for the six months ended June 30, 2001 to $38.1 million for the six
months ended June 30, 2002. The decline in advertising revenues resulted from a
decrease in classified, display, legal notice and law firm advertising resulting
from the continuation of the depressed advertising environment experienced
throughout 2001 and the first half of 2002. Classified advertising was the
largest contributor to this decline with a decrease of $3.0 million, or 23.5%,
which occurred across virtually all of our publications. In addition, display
advertising decreased $2.2 million, or 16.6%, during the six months ended June
30, 2002 as compared to the same period of the prior year. Also contributing to
these declines were decreases in legal notice advertising of $1.0 million and
law firm advertising of $0.5 million. Partially offsetting these declines were
growth in directories revenue of $0.3 million, resulting primarily from growth
in our expert witness division. Advertising revenue included revenue related to
certain barter transactions in which we exchanged advertising for an equity
interest in RealLegal and certain other companies. Revenues associated with
these transactions increased $0.6 million for the six months ended June 30, 2002
to $1.6 million as compared to the same period of the prior year.

SIX MONTHS

Advertising revenue included revenue related to certain barter
transactions in which we exchanged advertising for an equity interest in
RealLegal and certain other companies. Revenues associated with these
transactions increased $0.6 million for the six months ended June 30, 2002 to
$1.6 million as compared to the same period of the prior year.

Revenues from ancillary products and services decreased $3.6 million,
or 17.5%, from $20.7 million for the six months ended June 30, 2001 to $17.1
million for the six months ended June 30, 2002. The decline in revenues from
ancillary products and services resulted primarily from a decline in trade show
revenues of $0.8 million, due to a reduction in the number of shows in 2002 and
fewer sponsorships and attendance in our international trade show during 2002,
lower printing revenues resulting from the sale of our Florida printing
operations in the third quarter of 2001 of $1.4 million, lower royalty fees, the
elimination of editorial content fees of $0.8 million from the acquisition of
Law.com, lower seminar revenue of $0.4 million and lower recorded revenue in our
newsletter division.

OPERATING EXPENSES. Total operating expenses decreased $13.9 million,
or 17.7%, from $78.4 million for the six months ended June 30, 2001 to $64.5
million for the six months ended June 30, 2002. Lower operating expenses during
the six months ended June 30, 2002 as compared to the six months ended June 30,
2001 were primarily realized by the discontinuation

14

of goodwill amortization, and lower production and distribution, selling,
editorial and general and administrative expenses resulting from decreased
revenues and our cost containment efforts.

Editorial expenses decreased $0.9 million, or 7.2%, from $11.8 million
for the six months ended June 30, 2001 to $10.9 million for the six months ended
June 30, 2002. The decrease in editorial expenses primarily resulted from our
restructuring efforts in 2001 and 2002 along with lower costs related to reduced
syndication revenues and from cost containment efforts implemented during late
2001 and into 2002. These decreases were partially offset by Law.com editorial
expenses of $0.2 million with no like costs incurred in the prior year period
along with higher editorial expenses in our litigation service business.

Production and distribution expenses decreased $3.6 million, or 21.8%,
from $16.6 million for the six months ended June 30, 2001 to $13.0 million for
the six months ended June 30, 2002. Lower production and distribution expenses
of $1.2 million resulted primarily from the elimination of commercial printing
expenses due to the sale of our Florida printing operations during the third
quarter of 2001. Other reductions included lower printing expenses due to a
reduction in pricing, reductions in print volume and a reduction of expenses
directly related to the decline in revenues and cost containment efforts during
2002. These decreases were partially offset by $0.1 million of Law.com
production expenses.

Selling expenses decreased $1.4 million, or 9.6%, from $14.8 million
for the six months ended June 30, 2001 to $13.4 million for the six months ended
June 30, 2002. The decrease was primarily attributable to lower selling expenses
directly related to the decline in revenues for the six months ended June 30,
2002 and our cost containment efforts. These declines primarily consisted of
salary and related benefit reductions, the discontinuance of costs to place
e-commerce classified advertising and other general marketing cost reductions.
These declines were partially offset by increases in selling efforts in our
international operations, an increase in direct mail efforts and of Law.com
selling expenses of $0.5 million for which there were no like costs in 2001.

General and administrative expenses decreased $1.5 million, or 7.0%,
from $20.2 million for the six months ended June 30, 2001 to $18.7 million for
the six months ended June 30, 2002. This decrease resulted primarily from prior
year restructuring costs which totaled $0.3 million for the six months ended
June 30, 2002 as compared to $1.7 million for the six months ended June 30,
2001, related staff reductions coupled with reductions in incentive
compensations and other employee benefits. These decreases were partially offset
by increased provisions for uncollectible receivables. In addition, general and
administrative costs for Law.com totaled $0.5 million with no like costs
incurred in the prior year period.

Depreciation and amortization expenses decreased $6.6 million, or
43.7%, from $15.0 million for the six months ended June 30, 2001 to $8.4 million
for the six months ended June 30, 2002. This decline primarily resulted from the
elimination of amortization of goodwill in 2002 resulting from the
implementation of FSAS No. 142, "Goodwill and Other Intangible Assets."

OPERATING PROFIT. As a result of the above factors, the operating
profit totaled $2.2 million for the six months ended June 30, 2002 as compared
to an operating loss of $1.6 million for the six months ended June 30, 2001. In
addition, EBITDA decreased $2.7 million, or 20.5%, from $13.4 million for the
six months ended June 30, 2001 to $10.7 million for the six months ended June
30, 2002.

15

THREE MONTHS ENDED JUNE 30, 2002 COMPARED TO THREE MONTHS ENDED JUNE 30, 2001

OVERVIEW. Revenues decreased by $3.4 million, or 9.0%, from $37.8
million for the three months ended June 30, 2001 to $34.4 million for the three
months ended June 30, 2002. Total operating expenses decreased $7.6 million, or
18.9%, from $40.1 million for the three months ended June 30, 2001 to $32.5
million for the three months ended June 30, 2002. As a result, the net operating
profit totaled $1.9 million for the three months ended June 30, 2002 as compared
to a net operating loss of $2.2 million for the three months ended June 30,
2002. Earnings before interest, income taxes, depreciation and amortization and
other extraordinary gains and losses ("EBITDA") increased $0.7 million, or
13.6%, from $5.3 million for the three months ended June 30, 2001 to $6.0
million for the three months ended June 30, 2002.

REVENUES. Revenue declines for the three months ended June 30, 2002
compared to the three months ended June 30, 2001 reflect the impact of the
continued economic slowdown within the advertising industry, which resulted in
reduced advertising revenues and declines in seminar and tradeshow and
newsletter revenues partially offset by higher subscription revenues. In
addition, due to the sale of our Florida printing operations during the third
quarter of 2001, no commercial printing revenue was recorded in 2002 as compared
to $0.7 million for the three months ended June 30, 2001.

Advertising revenues decreased $2.5 million, or 11.0%, from $22.6
million for the three months ended June 30, 2001 to $20.1 million for the three
months ended June 30, 2002. The decline in advertising revenues resulted from a
decrease in classified, display and legal notice advertising resulting from the
continuation of the depressed advertising environment experienced throughout
2001 and the first half of 2002. Classified advertising was the largest
contributor to this decline with a decrease of $1.0 million, or 17.7%, which
occurred across virtually all of our publications, partially offset by
classified revenue of $0.2 million from the acquisition of Law.com. In addition,
display advertising decreased $0.9 million, or 13.4%, during the three months
ended June 30, 2002 as compared to the same period of the prior year. Display
revenue was partially offset by Law.com display advertising revenue of $0.3
million. Also contributing to these declines were decreases in legal notice
advertising of $0.3 million. Advertising revenue included revenue related to
certain barter transactions in which we exchanged advertising for an equity
interest in RealLegal and certain other companies. Revenues associated with
these transactions increased $0.8 million for the three months ended June 30,
2002 to $1.3 million as compared to the same period of the prior year.

Subscription revenues increased $0.2 million, or 3.2%, from $5.8
million for the three months ended June 30, 2001 to $6.0 million for the three
months ended June 30, 2002. The increase primarily reflects the subscription
revenue earned from the acquisition of Law.com.

Revenues from ancillary products and services decreased $1.1 million,
or 11.8%, from $9.4 million for the three months ended June 30, 2001 to $8.3
million for the three months ended June 30, 2002. The decline in revenues from
ancillary products and services resulted primarily from lower trade show
revenues of $0.4 million due to the elimination of the second quarter 2002
international trade show, lower printing revenues resulting from the sale of our
Florida printing operations in the third quarter of 2001 of $0.7 million, lower
royalty fees, the elimination of editorial content fees of $0.8 million from the
acquisition of Law.com, lower seminar revenue of $0.3 million and lower recorded
revenue in our newsletter division. This was partially offset by increased book
revenue of $0.3 million.

OPERATING EXPENSES. Total operating expenses decreased $7.6 million, or
18.9%, from $40.1 million for the three months ended June 30, 2001 to $32.5
million for the three months ended June 30, 2002. Lower operating expenses
during the three months ended June 30, 2002 as compared to the three months
ended June 30, 2001 were primarily realized by the discontinuation

16

of goodwill amortization, and lower production and distribution, selling,
editorial and general and administrative expenses resulting from decreased
revenues and our cost containment efforts.

Editorial expenses decreased $0.3 million, or 4.3%, from $5.8 million
for the three months ended June 30, 2001 to $5.5 million for the three months
ended June 30, 2002. The decrease in editorial expenses primarily resulted from
our restructuring efforts in 2001 and 2002 along with lower costs related to
reduced syndication revenues and from cost containment efforts implemented
during late 2001 and into 2002. These decreases were partially offset by Law.com
editorial expenses of $0.2 million with no like costs incurred in the prior year
period along with higher editorial expenses in our litigation service business.

Production and distribution expenses decreased $1.4 million, or 17.8%,
from $7.9 million for the three months ended June 30, 2001 to $6.5 million for
the three months ended June 30, 2002. Lower production and distribution expenses
of $0.6 million resulted primarily from the elimination of commercial printing
expenses due to the sale of our Florida printing operations during the third
quarter of 2001. Other reductions included lower printing costs due to a
reduction in pricing, reductions in print volume and a reduction of expenses
directly related to the decline in revenues and cost containment efforts during
2002. These decreases were partially offset by $0.1 million of Law.com
production expenses.

Selling expenses decreased $0.6 million, or 7.6%, from $7.2 million for
the three months ended June 30, 2001 to $6.6 million for the three months ended
June 30, 2002. The decrease was primarily attributable to lower selling expenses
directly related to the decline in revenues for the three months ended June 30,
2002 and our cost containment efforts. These declines primarily consisted of
salary and related benefit reductions, the discontinuance of costs to place
e-commerce classified advertising and other marketing cost reductions. These
declines were partially offset by an increase in direct mail efforts and selling
expenses of $0.5 million in Law.com for which there were no like expenses in
2001.

General and administrative expenses decreased $1.9 million, or 16.3%,
from $11.7 million for the three months ended June 30, 2001 to $9.8 million for
the three months ended June 30, 2002. This decrease resulted primarily from
restructuring costs which totaled $0.3 million for the three months ended June
30, 2002, as compared to $1.7 million for the three months ended June 30, 2001,
related staff reductions coupled with reductions in incentive compensations and
other employee benefits and also to a decrease in legal fees. These decreases
were partially offset by increased provisions for uncollectible receivables. In
addition, general and administrative expenses for Law.com totaled $0.5 million
with no like costs incurred in the prior year period.

Depreciation and amortization expenses decreased $3.5 million, or
46.2%, from $7.5 million for the three months ended June 30, 2001 to $4.0
million for the three months ended June 30, 2002. This decline primarily
resulted from the elimination of amortization of goodwill in 2002 resulting from
the implementation of FSAS No. 142, "Goodwill and Other Intangible Assets." In
addition, intangible amortization decreased in the second quarter this year due
to a change in the amortized life of certain intangible assets.

OPERATING PROFIT. As a result of the above factors, the operating
profit totaled $1.9 million for the three months ended June 30, 2002 as compared
to an operating loss of $2.2 million for the three months ended June 30, 2001.
In addition, EBITDA increased $0.7 million, or 13.6%, from $5.3 million for the
three months ended June 30, 2001 to $6.0 million for the three months ended June
30, 2002.

17

Liquidity and Capital Resources

CAPITAL EXPENDITURES. Capital expenditures decreased $0.2 million, or
13.5%, from $1.7 million for the six months ended June 30, 2001 compared to $1.5
million for the six months ended June 30, 2002. Capital expenditures for the six
months ended June 30, 2002 included costs of $1.0 million attributed to database
and website development along with computer software upgrade and implementation
costs and hardware replacement. In addition, $0.5 million of capital
expenditures were incurred primarily for the renovation of a regional office.
Capital expenditures for 2001 primarily resulted from database development,
enhancements to existing computer systems and facilities and equipment
modernization.

NET CASH USED IN OPERATING ACTIVITIES. Net cash used in operating
activities was $0.6 million for the six months ended June 30, 2002, which
reflects a net loss of $6.0 million, a decrease in accounts payable and accrued
expenses of $2.4 million, a decrease in other non-current liabilities of $2.4
million and an increase in other current assets of $0.7 million, partially
offset by depreciation and amortization of $8.4 million, a decrease in accounts
receivable of $1.2 million, an increase in deferred income of $0.7 million and
an increase in non-cash interest of $0.5 million.

NET CASH USED IN INVESTING ACTIVITIES. Net cash used in investing
activities was $2.0 million for the six months ended June 30, 2002, resulting
from capital expenditures of $1.5 million and payments from 2002 and 2001
acquisitions.

NET CASH PROVIDED BY FINANCING ACTIVITIES. Net cash provided by
financing activities totaled $2.3 million for the six months ended June 30,
2002, which reflects a total advance of $3.7 million on our GECC Facility and
deferred financing payments of $1.4 million.

LIQUIDITY. Our principal sources of funds are anticipated to be cash
flows from operating activities, which may be supplemented by borrowings under
our GECC Facility. The GECC Facility had $30.7 million outstanding as of June
30, 2002 and accrues interest as described in Note 3 to the Consolidated
Financial Statements. For details relating to the terms of our GECC Facility
entered into on May 1, 2002, see Note 3 to the Consolidated Financial
Statements. 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 on Holdings' Senior Discount Notes of 12.25%,
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 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See footnote 3 to the Consolidated Financial Statements.

18

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

99.1 Certification of CEO and CFO Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

99.2 Press release dated August 14, 2002, announcing American
Lawyer Media, Inc.'s second quarter ended June 30, 2002
results.

(b) Reports on Form 8-K

1. A Form 8-K was filed on July 29, 2002, under Item 4,
"Changes in Registrant's Certifying Accountant."

2. A Form 8-K/A was filed on July 12, 2002, to amend Items 2
and 7 of the Registrant's Current Report on Form 8-K filed
with the Securities and Exchange Commission on May 14,
2002.

19

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 hereunto duly authorized.

AMERICAN LAWYER MEDIA, INC.

August 14, 2002 /s/ WILLIAM L. POLLAK
------------------------------------------
William L. Pollak
PRESIDENT AND CHIEF EXECUTIVE OFFICER

August 14, 2002 /s/ STEPHEN C. JACOBS
------------------------------------------
Stephen C. Jacobs
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER