<PAGE>

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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                             ---------------------

                                   FORM 10-Q

<Table>
<C>          <S>
    [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934



             FOR THE YEAR QUARTERLY PERIOD ENDED MARCH 31, 2002



                                   OR




    [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934



             FOR THE TRANSITION PERIOD FROM         TO
</Table>

                       COMMISSION FILE NUMBER: 001-16061

                             ---------------------

                             KEY3MEDIA GROUP, INC.
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                            <C>
                   DELAWARE                                      95-4799962
(State or other jurisdiction of incorporation       (IRS employer identification number)
                or organization)

      5700 WILSHIRE BOULEVARD, SUITE 325                           90036
               LOS ANGELES, CA                                   (Zip Code)
   (Address of principal executive offices)
</Table>

                                 (323) 954-6000
              (Registrant's telephone number, including area code)

     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 May 9, 2002, there were 68,277,419 shares of the Registrant's voting
common stock, par value $0.01 per share, outstanding.

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<PAGE>

                             KEY3MEDIA GROUP, INC.

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                                               PAGE NO.
                                                                               --------
<S>              <C>                                                           <C>
Part I.  Financial Information
     Item 1.     Financial Statements........................................      3
                 Condensed Consolidated Balance Sheets as of December 31,
                   2001 and March 31, 2002 (Unaudited).......................      3
                 Condensed Consolidated Statements of Operations for the
                   Three Months Ended March 31, 2001 and 2002 (Unaudited)....      4
                 Condensed Consolidated Statements of Cash Flows for the
                   Three Months Ended March 31, 2001 and 2002 (Unaudited)....      5
                 Condensed Consolidated Statement of Changes in Shareholders'
                   Equity and Comprehensive Loss for the Three Months Ended
                   March 31, 2002............................................      6
                 Notes to Condensed Consolidated Financial Statements
                   (Unaudited)...............................................      7
     Item 2.     Management's Discussion and Analysis of Financial Condition
                   and Results of Operations.................................     23
     Item 3.     Quantitative and Qualitative Disclosures about Market
                   Risk......................................................     29

Part II.  Other Information
     Item 1.     Legal Proceedings...........................................     30
     Item 4.     Submission of Matters to a Vote of Security Holders.........     31
     Item 6.     Exhibits and Reports on Form 8-K............................     32
</Table>

                                        1
<PAGE>

             CAUTIONARY LEGEND REGARDING FORWARD-LOOKING STATEMENTS

     Some of the information in this Form 10-Q may constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, both as amended. These
forward-looking statements are subject to various risks and uncertainties. The
forward-looking statements include, without limitations, statements regarding
our future business plans and strategies and our future financial position or
results of operations, as well as other statements that are not historical. You
can find many of these statements by looking for words like "will", "may",
"believes", "expects", "anticipates", "plans" and "estimates" and for similar
expressions.

     Because forward-looking statements involve risks and uncertainties, there
are many factors that could cause the actual results to differ materially from
those expressed or implied. These include, but are not limited to, economic
conditions generally and in the information technology industry in particular;
the timing of Key3Media's events and their popularity with exhibitors, sponsors
and attendees; technological changes and developments; intellectual property
rights; competition; capital expenditures; and factors impacting Key3Media's
international operations. In addition, the terrorist attacks on September 11,
2001 have adversely affected the economy generally and significantly decreased
air travel in particular and the IT industry has experienced a significant
downturn since the spring of 2001. These developments have and will continue to
adversely affect participation and attendance at Key3Media's events, although we
are not able to quantify or reliably estimate the future impact that these
matters may have on its businesses, results of operations or financial
condition. The sections entitled "Item 1. Business -- Certain Factors That May
Affect our Businesses" and "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Annual Report of Form 10-K
for the year ended December 31, 2001 filed by Key3Media with the SEC contain
important cautionary statements and a discussion of many of the factors that
could materially affect the accuracy of Key3Media's forward-looking statements
and such statements and discussions, as well as any of Key3Media's other SEC
filings, are incorporated herein by reference.

     Any subsequent written or oral forward-looking statements made by us or any
person acting on our behalf are qualified in their entirety by the cautionary
statements and factors contained or referred to in this section. We do not
intend or undertake any obligation to update any forward-looking statements to
reflect events or circumstances after the date of this document or the date on
which any subsequent forward-looking statement is made or to reflect the
occurrence of unanticipated events.

                                        2
<PAGE>

                          PART I FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                             KEY3MEDIA GROUP, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                              DECEMBER 31,    MARCH 31,
                                                                  2001          2002
                                                              ------------   -----------
                                                                             (UNAUDITED)
                                                                    (IN THOUSANDS)
<S>                                                           <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents.................................   $   41,384     $  38,189
  Accounts receivable, net..................................       47,032        39,723
  Prepaid event expenses....................................        4,540         4,599
  Deferred income taxes.....................................        1,402            --
  Other current assets......................................        3,217         3,756
                                                               ----------     ---------
          Total current assets..............................       97,575        86,267
Property and equipment, net.................................       18,812        16,942
Goodwill, net...............................................      454,719       228,665
Other intangibles, net......................................      473,630       276,032
Deferred financing costs and other assets...................       11,973        11,587
                                                               ----------     ---------
          Total assets......................................   $1,056,709     $ 619,493
                                                               ==========     =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable..........................................   $   22,338     $  19,858
  Accrued expenses..........................................       27,469        33,117
  Deferred revenue..........................................       62,982        69,367
  Other current liabilities.................................        1,660         1,799
                                                               ----------     ---------
          Total current liabilities.........................      114,449       124,141
Deferred income taxes.......................................       87,557            --
Long-term obligations (net of current maturities)...........      370,000       370,000
Commitments and contingencies
Shareholders' equity:
  Preferred stock...........................................           30            30
  Common stock..............................................          681           683
  Additional paid-in capital................................      476,474       476,364
  Retained earnings.........................................       17,414      (342,800)
  Accumulated comprehensive loss............................       (4,085)       (4,065)
  Deferred compensation.....................................       (5,811)       (4,860)
                                                               ----------     ---------
          Total shareholders' equity........................      484,703       125,352
                                                               ----------     ---------
          Total liabilities and shareholders' equity........   $1,056,709     $ 619,493
                                                               ==========     =========
</Table>

                            See accompanying notes.
                                        3
<PAGE>

                             KEY3MEDIA GROUP, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
                                                                 FOR THE THREE MONTHS
                                                                   ENDED MARCH 31,
                                                              --------------------------
                                                                 2001           2002
                                                              -----------   ------------
                                                                     (UNAUDITED)
                                                              (IN THOUSANDS, EXCEPT PER
                                                                    SHARE AMOUNTS)
<S>                                                           <C>           <C>
Net revenues................................................   $  8,017      $  34,350
Operating expenses:
  Cost of production........................................      3,094         17,780
  Selling, general and administrative.......................     24,677         22,296
  Stock based compensation..................................      3,159            153
  Depreciation and amortization.............................      9,081          5,888
                                                               --------      ---------
                                                                 40,011         46,117
                                                               --------      ---------
Loss from operations........................................    (31,994)       (11,767)
                                                               --------      ---------
Other income (expenses):
  Interest expense..........................................    (13,349)        (9,721)
  Interest income...........................................      1,356            169
  Other income (expense), net...............................        (18)           (50)
                                                               --------      ---------
                                                                (12,011)        (9,602)
                                                               --------      ---------
Loss before income taxes and cumulative effect of accounting
  change....................................................    (44,005)       (21,369)
Income tax benefit..........................................    (20,022)        (5,770)
                                                               --------      ---------
Loss before cumulative effect of accounting change..........    (23,983)       (15,599)
Cumulative effect of accounting change -- Note 6............         --       (344,615)
                                                               --------      ---------
          Net loss..........................................   $(23,983)     $(360,214)
                                                               ========      =========
Net loss attributable to common shareholders:
Net loss....................................................   $(23,983)     $(360,214)
Accretion on convertible preferred stock....................         --         (1,000)
                                                               --------      ---------
          Net loss attributable to common shareholders......   $(23,983)     $(361,214)
                                                               ========      =========
Net loss per common share -- Basic and Diluted:
  Before cumulative effect of accounting change (after
     accretion on preferred stock)..........................   $  (0.37)     $   (0.24)
  Cumulative effect of accounting change....................         --          (5.05)
                                                               --------      ---------
          Net loss per common share.........................   $  (0.37)     $   (5.29)
                                                               ========      =========
Shares used in computing basic and diluted net loss per
  common share..............................................     65,012         68,266
</Table>

                            See accompanying notes.
                                        4
<PAGE>

                             KEY3MEDIA GROUP, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                              FOR THE THREE MONTHS
                                                                ENDED MARCH 31,
                                                              --------------------
                                                                2001       2002
                                                              --------   ---------
                                                                  (UNAUDITED)
                                                                 (IN THOUSANDS)
<S>                                                           <C>        <C>
Cash flows from operating activities:
  Net loss..................................................  $(23,983)  $(360,214)
  Adjustments to reconcile net loss to net cash provided by
     (used in) operating activities:
     Cumulative effect of accounting change.................        --     344,615
     Depreciation and amortization..........................     9,081       5,888
     Stock based compensation...............................     3,159         153
     Non-cash interest expense..............................     6,059         398
     Loss on disposal of property and equipment.............        --          20
     Foreign exchange loss..................................        93          21
     Deferred income taxes..................................        --      (5,770)
  Changes in operating assets and liabilities, net of effect
     from acquired businesses:
     Accounts receivable....................................    12,868       7,853
     Prepaid event expenses.................................    (8,326)        769
     Other current assets...................................      (393)       (125)
     Other assets...........................................        --         (12)
     Accounts payable.......................................    (4,565)     (2,995)
     Accrued expenses.......................................   (35,232)      5,364
     Deferred revenue.......................................    48,531       3,524
     Other liabilities......................................    (5,765)       (579)
                                                              --------   ---------
          Total adjustments.................................    25,510     359,124
                                                              --------   ---------
          Net cash provided by (used in) operating
            activities......................................     1,527      (1,090)
                                                              --------   ---------
Cash flows from investing activities:
  Acquisition of businesses, net of cash acquired...........        --      (1,693)
  Purchase of property and equipment........................    (2,551)       (294)
                                                              --------   ---------
          Net cash used in investing activities.............    (2,551)     (1,987)
                                                              --------   ---------
Cash flows from financing activities:
  Proceeds from the exercise of options to purchase common
     stock..................................................       215          --
  Payment of long-terms obligations.........................      (452)         --
  Payments associated with issuance of preferred stock......        --        (150)
                                                              --------   ---------
          Net cash used in financing activities.............      (237)       (150)
                                                              --------   ---------
Effects of exchange rate changes on cash....................      (143)         32
                                                              --------   ---------
Net decrease in cash and cash equivalents...................    (1,404)     (3,195)
Cash and cash equivalents at beginning of period............   109,914      41,384
                                                              --------   ---------
Cash and cash equivalents at end of period..................  $108,510   $  38,189
                                                              ========   =========
Supplemental cash flow disclosures:
  Interest paid.............................................  $  7,476   $     718
  Income taxes paid.........................................  $     --   $     128
Non-cash financing activities:
  Issuance of common stock to acquire businesses............  $     --   $     840
</Table>

                            See accompanying notes.
                                        5
<PAGE>

                             KEY3MEDIA GROUP, INC.

                  CONDENSED CONSOLIDATED STATEMENT OF CHANGES
                 IN SHAREHOLDERS' EQUITY AND COMPREHENSIVE LOSS
                   FOR THE THREE MONTHS ENDED MARCH 31, 2002

<Table>
<Caption>
                                                  ADDITIONAL                ACCUMULATED        TOTAL
                             PREFERRED   COMMON    PAID-IN     RETAINED    COMPREHENSIVE   COMPREHENSIVE     DEFERRED
                               STOCK     STOCK     CAPITAL     EARNINGS    INCOME (LOSS)   INCOME (LOSS)   COMPENSATION     TOTAL
                             ---------   ------   ----------   ---------   -------------   -------------   ------------   ---------
                                                                          (UNAUDITED)
                                                                         (IN THOUSANDS)
<S>                          <C>         <C>      <C>          <C>         <C>             <C>             <C>            <C>
Balance at December 31,
  2001.....................     $30       $681     $476,474    $  17,414      $(4,085)                       $(5,811)     $ 484,703
Offering costs related to
  preferred stock issuance
  in December 2001.........      --         --         (150)          --           --                             --           (150)
Forfeiture of stock
  options..................      --         --         (109)          --           --                            109             --
Adjustment in fair value of
  options requiring
  variable accounting......      --         --         (689)          --           --                            689             --
Amortization of deferred
  compensation.............      --         --           --           --           --                            153            153
Issuance of common stock to
  acquire business.........      --          2          838           --           --                             --            840
Foreign currency
  translation adjustment...      --         --           --           --           20               20            --             20
Net loss...................      --         --           --     (360,214)          --         (360,214)           --       (360,214)
                                ---       ----     --------    ---------      -------        ---------       -------      ---------
Balance at March 31,
  2002.....................     $30       $683     $476,364    $(342,800)     $(4,065)       $(360,194)      $(4,860)     $ 125,352
                                ===       ====     ========    =========      =======        =========       =======      =========
</Table>

                            See accompanying notes.
                                        6
<PAGE>

                             KEY3MEDIA GROUP, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

1.  BASIS OF PRESENTATION

     These unaudited condensed consolidated financial statements have been
prepared by the management of Key3Media Group, Inc. (the "Company") in
accordance with generally accepted accounting principles for interim financial
information and the applicable rules and regulations of the Securities and
Exchange Commission. Accordingly, they do not include all information and
footnotes required by generally accepted accounting principles for complete
financial statements. However, in the opinion of management, the interim
financial statements reflect all adjustments necessary for a fair presentation
of the results for the periods presented. The results of operations for the
interim periods are not necessarily indicative of the results of operations to
be expected for the full year.

     These unaudited condensed consolidated financial statements should be read
together with the Company's Annual Report on Form 10-K for the year ended
December 31, 2001 and the audited consolidated financial statements contained
therein.

     The Company is a leading producer of business-to-business events,
principally trade shows, conferences, and customized marketing and education
programs with operations in the United States, Canada, Europe, Japan and
Australia.

2.  COMPUTATION OF NET LOSS PER SHARE

     Basic earnings per share are calculated using the weighted average of the
number of common shares outstanding.

     Diluted earnings per share are calculated using the weighted average of the
number of common shares outstanding plus the dilutive effect of stock options
and warrants, calculated using the treasury method. These dilutive securities
were excluded from the calculation of diluted net loss per share as the effect
of their inclusion would have been anti-dilutive.

     A summary of the shares used to compute earnings per common share is as
follows:

<Table>
<Caption>
                                                              FOR THE THREE MONTHS
                                                                ENDED MARCH 31,
                                                              --------------------
                                                                2001       2002
                                                              --------   ---------
<S>                                                           <C>        <C>
Net loss....................................................  $(23,983)  $(360,214)
Accretion on convertible preferred stock....................        --      (1,000)
                                                              --------   ---------
Net loss attributable to common shareholders................  $(23,983)  $(361,214)
                                                              --------   ---------
Weighted average common shares..............................    65,012      68,266
                                                              --------   ---------
Denominator for basic calculation...........................    65,012      68,266
                                                              --------   ---------
Net loss per common share -- basic..........................  $  (0.37)  $   (5.29)
                                                              ========   =========
Weighted average effect of anti-dilutive securities:
  Warrants..................................................        --          --
  Stock options.............................................        --          --
  Preferred stock...........................................        --          --
                                                              --------   ---------
Total weighted average effect of anti-dilutive securities...        --          --
                                                              --------   ---------
Denominator for diluted calculation.........................    65,012      68,266
                                                              --------   ---------
Net loss per common share -- diluted........................  $  (0.37)  $   (5.29)
                                                              ========   =========
</Table>

                                        7
<PAGE>
                             KEY3MEDIA GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

3.  COMPREHENSIVE LOSS

     The components of comprehensive loss were as follows:

<Table>
<Caption>
                                                              FOR THE THREE MONTHS
                                                                ENDED MARCH 31,
                                                              --------------------
                                                                2001       2002
                                                              --------   ---------
<S>                                                           <C>        <C>
Net loss....................................................  $(23,983)  $(360,214)
Other comprehensive adjustment:
  Foreign currency translation adjustment...................      (143)         20
                                                              --------   ---------
Total comprehensive loss....................................  $(24,126)  $(360,194)
                                                              ========   =========
</Table>

4.  LONG-TERM OBLIGATIONS

     Long-term obligations consist of the following:

<Table>
<Caption>
                                                                   MARCH 31,
                                                              -------------------
                                                                2001       2002
                                                              --------   --------
<S>                                                           <C>        <C>
Senior credit facility......................................  $299,548   $     --
$75 million zero coupon debentures including accreted
  interest of $5,707, net of discount of $6,851.............    73,856         --
Borrowings under revolving credit facility..................        --     80,000
11.25%, senior subordinated notes...........................        --    290,000
                                                              --------   --------
                                                               373,404    370,000
Less current maturities.....................................    (1,471)        --
                                                              --------   --------
Total.......................................................  $371,933   $370,000
                                                              ========   ========
</Table>

     On June 26, 2001, the Company issued $300,000 of unsecured senior
subordinated notes (the "Notes") that mature on June 15, 2011. The Notes bear
interest at a rate of 11.25% per annum, payable semi-annually on June 15 and
December 15 of each year. The net proceeds from the offering of the Notes were
approximately $292,000, after deducting the underwriting discount and other sale
expenses. These net proceeds and cash on hand were used by the Company to repay
its existing term loan bank borrowings and to repurchase and retire zero coupon
debentures issued in August 2000 in connection with the spin-off from Ziff-
Davis Inc. ("ZDI").

     The Notes may be redeemed beginning on June 15, 2006 at an initial
redemption price of 105.625% of the principal amount, plus accrued and unpaid
interest. The redemption price declines ratably each year after 2006 to 100% of
their principal amount, plus accrued and unpaid interest to the redemption date,
beginning on June 15, 2009. In addition, the Company may redeem a portion of the
Notes in one or more redemptions prior to June 15, 2004 using certain equity
proceeds as long as the aggregate principal amount of the Notes outstanding
after each redemption is at least $195,000. The Notes are guaranteed by the
Company's wholly owned subsidiaries, Key3Media Events, Inc. ("Key3Media
Events"), Key3Media Von Events Inc. and Key3Media BCR Events, Inc., as to
principal, premium, if any, and interest. In addition, the Notes are
subordinated to all of the Company's senior indebtedness (as defined) and will
be structurally subordinated to all liabilities of the subsidiaries that do not
guarantee the Notes. If the Company acquires new subsidiaries, in most cases
they will be required to guarantee the Notes. The Notes contain various
financial covenants including, amongst other things, (i) limitations on
dividends and other restricted payments, (ii) limitations on the incurrence of
indebtedness, and (iii) limitations on the sale or exchange of assets.

                                        8
<PAGE>
                             KEY3MEDIA GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

     Concurrent with the issuance of the Notes and repayment of existing term
loan bank borrowings, the Company amended and restated its bank credit facility
previously entered into on August 3, 2000 to eliminate the term loan facility
and increase the revolving credit facility under which its syndicate of banks
committed to lend up to $150,000 for general corporate purposes, which could
include acquisitions (the "Amended and Restated Credit Facility"). The Company
may borrow, repay and re-borrow under the increased revolving loan facility
until June 26, 2004, at which time it must repay any outstanding amounts. Loans
under the Amended and Restated Credit Facility are guaranteed by the Company's
wholly owned subsidiaries (other than foreign and unrestricted subsidiaries, as
defined) and are secured by substantially all of their assets.

     Subject to certain conditions, our revolving credit facility does not
prohibit us from borrowing on a term loan basis an aggregate principal amount of
up to $200,000. These borrowings can be senior and can share in the collateral
securing the revolving credit facility. In addition, we may be required to
prepay any term loans under this part of the credit facility from the net cash
proceeds of assets sales outside the ordinary course of our business, the net
cash proceeds of additional debt and a portion of our excess cash flow (as
defined in our amended and restated credit agreement). No lender has committed
to lend us money under this provision.

     At the Company's election, loans under the Amended and Restated Credit
Facility will bear interest at a margin over either (1) a base rate equal to the
higher of the federal funds rate plus 1/2% and Citibank, N.A.'s base rate or (2)
the Eurodollar rate (as defined). The margin that the Company must pay will vary
between 1.00% and 3.25% depending on which rate the Company chooses as its base
rate and the ratio of its total debt to EBITDA (earnings before interest, taxes,
depreciation and amortization) as defined in the Amended and Restated Credit
Facility. The Amended and Restated Credit Facility contains various financial
covenants including, amongst other things, (i) limitations on dividends, (ii)
limitations on the incurrence of indebtedness, (iii) limitations on the sale or
exchange of assets and (iv) maintenance of minimum leverage and interest
coverage ratios.

     On November 27, 2001, the Company raised $52,000 through the private
placement of 1,000 shares of Series A 5.5% Convertible Redeemable Preferred
Stock and 1,080 shares of Series B 5.5% Convertible Redeemable Preferred Stock,
in each case for $25.00 per share. Concurrent with the issuance of this
convertible preferred stock, the Company repaid $30,000 of the borrowings under
the Amended and Restated Credit Facility and further amended that facility to
replace its existing financial covenants to maintain a minimum interest coverage
ratio and maximum senior debt and total debt to pro forma EBITDA ratios with new
covenants that require it to maintain a ratio of pro forma EDITDA to fixed
charges (which will include interest, domestic taxes and annual capital
expenditures of up to $5,000) of at least 1.1 to 1 and to limit total senior
debt to $120,000; total debt to $410,000 and annual capital expenditures to
$15,000. The revised covenants will remain in effect until there have been two
consecutive quarters in which the Company's pro forma EDITDA for the previous
twelve months is equal to or greater than $85,000, after which time the
preexisting covenants will be reinstated.

     The Company was in compliance with the financial covenants included in its
Amended and Restated Credit Facility as of March 31, 2002; however because of
the continuing difficult operating environment, it is likely that the Company
will not be in compliance with these financial covenants at the end of the
second quarter ending June 30, 2002. The Company is currently discussing this
possibility with its bank lenders. The Company's compliance at the end of the
other quarters in 2002 will depend upon the results of its events during the
year that have not yet been held, which include many of its major events.

     If the Company is not in compliance with its financial covenants in its
Amended and Restated Credit Facility and is unable to successfully modify and
amend those financial covenants or is unsuccessful in obtaining waivers with
respect to its noncompliance, the Company's lenders have the option to require
the Company to immediately repay all of its borrowings under the Amended and
Restated Credit Facility. The Company does not currently have sufficient funds
to make such a repayment. In addition, any acceleration of
                                        9
<PAGE>
                             KEY3MEDIA GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

the borrowings under the Company's Amended and Restated Credit Facility would be
an event of default in respect of its Notes and could result in the acceleration
of the maturity of those Notes (although the subordination provisions of the
notes would require the prior payment of the bank borrowings). The Company does
not currently have sufficient funds to repay its Notes in full.

     At March 31, 2002, the Company had $38,231 of available borrowings under
its Amended and Restated Credit Facility, after considering a $1,769 letter of
credit issued in connection with a facility lease agreement.

5.  BUSINESS COMBINATIONS

     On January 7, 2002, the Company completed its acquisition of ExpoNova
Events & Exhibitions (ExpoNova) previously announced on November 20, 2001. The
Company paid an estimated initial purchase price of $3,360 in cash and issued
178 shares of its common stock with a fair value approximating $840 for a total
purchase price of $4,200. Additionally, in connection with this acquisition,
ExpoNova retained and subsequently exercised a right to require the Company to
purchase another tradeshow and conference business subject to certain
conditions. The Company completed this purchase transaction on April 9, 2002.
The initial purchase price was determined by applying a multiple to the average
EBITDA (as defined in the purchase agreement) for the years 2000, 2001, and
2002. For the purpose of the closing, an estimate of 2001 and 2002 EBITDA was
used to calculate the estimated initial purchase price with ten percent of the
total cash and securities given as consideration placed into escrow. Upon the
final determination of the purchase price, the escrow amount and additional
amounts, if any, due to each party will be distributed as required by the
purchase agreement.

     On September 10, 2001, the Company, in three separate transactions,
acquired: (i) the Next Generation Networks and Next Generation Ventures
tradeshows and conferences (the "NGN Assets"), (ii) the Opticon and VoiceCon
tradeshows and conferences and the Business Communications Review magazine (the
"BCR Assets"); and (iii) the Voice on the Net Conferences and Session Initiation
Protocol Summits (collectively, the "Pulver Assets"). Each of the BCR Assets and
the NGN Assets relate to events that target the networking industry while the
Pulver Assets relate to events that target the networking and Internet Protocol
communications industries. The Company acquired these assets to strengthen its
presence in the networking trade show and event business.

     In connection with each of these acquisitions, the initial purchase price
was determined by applying a multiple to the average EBITDA (as defined in the
purchase agreements) for the years 2000 and 2001 attributable to each group of
assets acquired. For purposes of each acquisition closing, an estimate of 2001
EBITDA was used to calculate the estimated initial purchase price with a portion
of this estimated initial purchase price placed into an escrow account pending
final determination of the initial purchase price based upon audited financial
results for 2001. Upon the final determination of the initial purchase price,
the escrow amounts and additional amounts, if any, due each party will be
distributed as required by the purchase agreements. In December 2001, the escrow
provisions to the Pulver Asset acquisition were amended to return to the Company
$2,750 of the original escrow amount deposited and increase the total escrow
amount at December 31, 2001 to $20,250.

                                        10
<PAGE>
                             KEY3MEDIA GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

     The following table shows the estimated initial purchase price and the
portion of the estimated initial purchase price currently held in escrow for
each acquisition described above as of March 31, 2002:

<Table>
<Caption>
                                      PULVER      BCR       NGN     EXPONOVA    TOTAL
                                      -------   -------   -------   --------   --------
<S>                                   <C>       <C>       <C>       <C>        <C>
Cash and cash equivalents...........  $    --   $    --   $    --   $ 1,667    $  1,667
Accounts receivable and prepaid
  expenses..........................      654     1,314     1,036     1,786       4,790
Fixed assets, net...................       --        --        --       163         163
Identifiable intangible assets......    7,245        --     3,386        --      10,631
Goodwill............................   49,970    13,766    41,195     4,962     109,893
Accounts payable and accrued
  expenses..........................       --      (565)      (13)   (1,517)     (2,095)
Deferred revenue....................   (2,772)   (1,452)   (3,044)   (2,861)    (10,129)
Common stock issued.................       --        --        --      (840)       (840)
                                      -------   -------   -------   -------    --------
Total cash paid.....................   55,097    13,063    42,560     3,360     114,080
Working capital adjustment included
  in purchase price.................    2,410       702     2,022        --       5,134
Common stock issued.................       --        --        --       840         840
                                      -------   -------   -------   -------    --------
Estimated initial purchase price....  $57,507   $13,765   $44,582   $ 4,200    $120,054
                                      =======   =======   =======   =======    ========
Amount in escrow....................  $20,250   $ 1,377   $ 4,458   $   420    $ 26,505
                                      =======   =======   =======   =======    ========
</Table>

     This estimated initial purchase price has been preliminarily allocated
based on the estimated fair values of the assets acquired at their date of
purchase subject to final determination of the initial purchase price. This
preliminary allocation has resulted in total acquired identifiable intangible
assets related primarily to exhibitor lists of $10,631, which are being
amortized on a straight-line basis over 3 years. The resulting total preliminary
goodwill of $109,893 has not been amortized but will be subjected to an annual
impairment test in accordance with SFAS No. 142.

     In each of the NGN and BCR purchase agreements there is an incentive
provision to increase the purchase price of the assets acquired. To the extent
that (i) revenues for the year 2003 are greater than the average revenue for
2000 and 2001, and provided that (ii) the percentage that EBITDA bears to
revenue for 2003 is not less than the comparable percentage of EBITDA to average
revenue for 2000 and 2001, then additional purchase consideration will be due
each seller. For the portion of revenue increase up to $3,000, the additional
consideration will be the amount of the increase; for that portion of the
revenue increase from $3,001 to $6,000 the additional consideration will be 1.25
times the amount of the increase; and for that portion of the increase from the
above $6,000 the additional increase will be 1.5 times the amount of the
increase.

     The Pulver asset purchase agreement includes provisions for purchase price
adjustments in each of 2002, 2003 and 2004. In each instance, EBITDA for the
year will be compared to the EBITDA attributable to the Pulver Assets for 2001
(the "Base EBITDA"). If the EBITDA for any such year exceeds the Base EBITDA,
then the purchase price will increase by an amount equal to 50% of such excess
multiplied by 8.75; conversely, if the EBITDA for any such year is less than the
Base EBITDA, then the purchase price will decrease by an amount equal to 50% of
the shortfall multiplied by 8.75. Notwithstanding the foregoing, the maximum
increase or decrease in purchase price for any year is $6,000 provided however,
if the price increases as a result of the EBITDA for 2002, then the maximum
increase or decrease will be $5,000 for each subsequent year.

                                        11
<PAGE>
                             KEY3MEDIA GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

     These acquisitions have been recorded using the purchase method of
accounting. Accordingly, the accompanying consolidated statements of operations
do not include any revenues and expenses related to these acquisitions prior to
the respective closing dates.

     On June 1, 2001, the Company's wholly owned subsidiary, Key3Media Events,
acquired and received from SOFTBANK America Inc. ("SB America") all the
outstanding equity shares of SOFTBANK Forums Inc. ("SB Forums") for a purchase
price equal to (i) ten times the EBITDA of SB Forums for 2001 minus (ii) $450.
The Company paid the purchase price in shares of its common stock, which were
valued at $10 per share for this purpose. The Company initially issued 2,955
shares of its common stock to SB America, which was based on an estimate that SB
Forums' EBITDA for 2001 will be $3,000. Based on SB Forums' EBITDA for 2001, the
Company will not be required to issue any additional shares in connection with
this acquisition.

     Because SB America owned in excess of fifty (50) percent of the voting
common shares of the Company at the June 1, 2001 closing of this transaction and
continued to be a majority shareholder through the record date for voting on the
transaction, the Company recorded the acquisition as of this closing date.
Accordingly, the results of SB Forums are included in the Company's statement of
operations beginning on June 1, 2001. Furthermore, as this transaction is
between companies under common control, this business combination has been
recorded using the historical cost basis of the assets and liabilities acquired;
consequently, the fair value of common shares issued of approximately $29,800
was reduced by $29,403 to equal the historical cost of the net assets acquired
of $397. This reduction in value was accomplished by adjusting additional
paid-in-capital.

     Following are the Company's unaudited pro forma results for the three
months ended March 31, 2001 and 2002, respectively, assuming the acquisitions
described above occurred on January 1, 2001:

<Table>
<Caption>
                                                              FOR THE THREE MONTHS
                                                                ENDING MARCH 31,
                                                              --------------------
                                                                2001       2002
                                                              --------   ---------
<S>                                                           <C>        <C>
Net revenue.................................................  $ 17,402   $  34,350
Loss before cumulative effect...............................   (23,887)    (15,608)
Net loss....................................................   (23,887)   (360,223)
Loss before cumulative effect per common share -- diluted...     (0.35)      (0.24)
Net loss per common share -- diluted........................     (0.35)      (5.29)
</Table>

     These pro forma results of operations have been prepared for comparative
purposes only and are not necessarily indicative of the results of operations
which actually would have resulted had the acquisitions occurred on January 1,
2001.

6.  GOODWILL AND OTHER INTANGIBLE ASSETS -- ADOPTION OF STATEMENT NO. 142

     In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 142 "Goodwill and Other
Intangible Assets," which establishes financial accounting and reporting for
acquired goodwill and other intangible assets and supersedes APB Opinion No. 17,
Intangible Assets. The Company adopted SFAS No. 142 beginning with the first
quarter of 2002. SFAS No. 142 requires that goodwill and intangible assets that
have indefinite useful lives not be amortized but, instead, tested at least
annually for impairment while intangible assets that have finite useful lives
continue to be amortized over their respective useful lives. Accordingly, the
Company ceased amortization of all goodwill, which is its only intangible asset
with an indefinite useful life, on January 1, 2002, and will continue to
amortize its intangible assets with finite useful lives, consisting primarily of
trade names and advertiser and exhibitor lists, over their respective useful
lives.

                                        12
<PAGE>
                             KEY3MEDIA GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

     SFAS No. 142 requires that goodwill and other intangibles be tested for
impairment using a two-step process. The first step is to determine the fair
value of the reporting unit, which may be calculated using a discounted cash
flow methodology, and compare this value to its carrying value. If the fair
value exceeds the carrying value, no further work is required and no impairment
loss would be recognized. The second step is an allocation of the fair value of
the reporting unit to all of the reporting unit's assets and liabilities under a
hypothetical purchase price allocation. Based on the evaluation performed to
adopt SFAS No. 142 along with continuing difficulties being experienced in the
IT industry and declining operating results, the Company recorded a non-cash
charge of $344,615, net of tax benefit of $80,385, to reduce the carrying value
of goodwill and other intangibles related to the COMDEX reporting unit to their
estimated fair value. This charge is nonoperational in nature and is reported as
a cumulative effect of an accounting change in the accompanying Condensed
Consolidated Statement of Operations. The Company utilized a combination of
discounted cash flow methodology and relative market measures to determine fair
value.

     The following table reflects the Company's comparative net loss before the
cumulative effect of accounting change and goodwill amortization under SFAS No.
142:

<Table>
<Caption>
                                                              FOR THE THREE MONTHS
                                                                ENDED MARCH 31,
                                                              --------------------
                                                                2001       2002
                                                              --------   ---------
<S>                                                           <C>        <C>
Reported loss before cumulative effect of accounting
  change....................................................  $(23,983)  $ (15,599)
Add back: Goodwill amortization, net of taxes...............     1,749          --
                                                              --------   ---------
Adjusted loss before cumulative effective of accounting
  change....................................................   (22,234)    (15,599)
Cumulative effect of accounting change......................        --    (344,615)
                                                              --------   ---------
Adjusted net loss...........................................  $(22,234)  $(360,214)
                                                              ========   =========
Basic and diluted earning per common share:
Reported loss before cumulative effect of accounting change
  (after accretion on preferred stock)......................  $  (0.37)  $   (0.24)
Goodwill amortization, net of taxes.........................       .03          --
                                                              --------   ---------
Adjusted loss before cumulative effect of accounting
  change....................................................     (0.34)      (0.24)
Cumulative effect of accounting change......................        --       (5.05)
                                                              --------   ---------
Adjusted net loss...........................................  $  (0.34)  $   (5.29)
                                                              ========   =========
</Table>

     The following table displays the intangible assets that continue to be
subject to amortization and aggregate amortization expense and intangible assets
not subject to amortization:

<Table>
<Caption>
                                                             AS OF MARCH 31, 2002
                                                   ----------------------------------------
                                                   GROSS CARRYING   ACCUMULATED
                                                       AMOUNT       AMORTIZATION     NET
                                                   --------------   ------------   --------
<S>                                                <C>              <C>            <C>
Amortized intangible assets:
  Trade names....................................     $418,000        $152,152     $265,848
  Advertiser and exhibitor lists.................       10,631           2,065        8,566
  Other..........................................        2,885           1,267        1,618
                                                      --------        --------     --------
                                                       431,516         155,484      276,032
Unamortized intangible assets:
  Goodwill.......................................      268,713          40,048      228,665
                                                      --------        --------     --------
Total............................................     $700,229        $195,532     $504,697
                                                      ========        ========     ========
</Table>

                                        13
<PAGE>
                             KEY3MEDIA GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<Table>
<S>                                                           <C>
Estimated amortization Expense:
  For the year ended 12/31/02...............................  $12,400
  For the year ended 12/31/03...............................  $11,800
  For the year ended 12/31/04...............................  $10,400
  For the year ended 12/31/05...............................  $ 8,100
  For the year ended 12/31/06...............................  $ 8,100
</Table>

     The following table displays the changes in the gross carrying amount of
goodwill by brand for the quarter ended March 31, 2002:

<Table>
<Caption>
                                       COMDEX      FORUMS    PULVER      NGN      OTHER      TOTAL
                                      ---------   --------   -------   -------   -------   ---------
<S>                                   <C>         <C>        <C>       <C>       <C>       <C>
Balance as of December 31, 2001.....  $ 277,642   $160,424   $49,970   $41,195   $13,766   $ 542,997
Goodwill acquired during the year...         --         --        --        --     4,962       4,962
Impairment losses...................   (277,642)        --        --        --        --    (277,642)
Write off of fully amortized
  balance...........................         --     (1,604)       --        --        --      (1,604)
                                      ---------   --------   -------   -------   -------   ---------
Balance as of March 31, 2002........  $      --   $158,820   $49,970   $41,195   $18,728   $ 268,713
                                      =========   ========   =======   =======   =======   =========
</Table>

7.  COMMITMENTS AND CONTINGENCIES

     On August 31, 2001, Key3Media Events provided notice of termination of its
then existing leased office space in Needham, Massachusetts to the landlord of
the existing space. The annual rental payments (net of operating expenses) for
the prior space were approximately $1,400. The Company entered into a lease for
new office space in Needham and relocated to its new offices on October 1, 2001.
The Company estimates that its total annual occupancy costs under the new lease
will be approximately $1,700 greater than those under the prior lease. The
landlord of the prior office space has taken the position that Key3Media Events
is in breach of the lease agreement and that it did not have the right to
terminate the lease. On or about November 6, 2001, Interface
Group -- Massachusetts, LLC, the landlord under the prior lease, sued Key3Media
Events in the Superior Court, County of Norfolk, Commonwealth of Massachusetts
for breach of contract, breach of the implied covenant of good faith and fair
dealing and violations of Mass. Gen L. c. 93A (unfair and deceptive acts and
practices). The landlord has requested payment of rent for the remainder of the
term of the lease in an amount in excess of $6,500, treble damages, attorneys'
fees, costs and expenses, pre-judgment interest and costs of suit. In December
2001, Key3Media Events filed an answer and counterclaim to the Interface
complaint and a motion to dismiss the Mass. Gen L. c. 93A claim. The
counterclaim included causes of action for (i) breach of contract, (ii) breach
of implied covenant of good faith and fair dealing, (iii) tortious interference
with business relationship, (iv) trespass, (v) breach of the covenant of quiet
enjoyment and constructive eviction, (vi) violation of Mass. Gen L. c. 93A,
(vii) a request for declaratory relief, (viii) civil conspiracy and (ix) fraud.
In February 2002, Interface filed an opposition to motion to dismiss and an
amended complaint alleging breach of contract, breach of implied covenant of
good faith and fair dealing and violations of Mass. Gen L. c. 93A. Also in
February 2002, Key3Media Events filed an answer and counterclaim to the amended
complaint and a motion to dismiss the Mass. Gen L. c. 93A claim and Interface
filed a motion to dismiss counts (iii), (v), (vi), (viii) and (ix) of the
counterclaim. In March 2002, Interface filed a second amended complaint adding a
claim for trustee process and to add Fleet Bank of Massachusetts and Citizens
Bank of Massachusetts as trustee defendants. Interface also filed a motion for
Ex Parte Approval of Trustee Process Attachment. The court denied the ex parte
motion, however the court subsequently held a hearing at which it found that
Interface had established a reasonable likelihood of prevailing on its claims
and it awarded a trustee attachment in the amount of $711 representing rent for
the period of October 2001 through May 2002.

                                        14
<PAGE>
                             KEY3MEDIA GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

     Key3Media Events is the plaintiff and counter-defendant in a case filed
October 18, 2000, in the Eighth Judicial District Court, Clark County, Nevada.
The suit arises out of a dispute between Key3Media Events, Inc. on the one hand,
and the Venetian Casino Resort, LLC, and Interface Group-Nevada, Inc., on the
other hand, concerning COMDEX/Fall. Key3Media Events initiated the action,
seeking damages and injunctive relief against defendants for their alleged
actual and threatened breaches of lease, meeting space, and credit extension
agreements in connection with the COMDEX/Fall 2000 show. The Venetian and
Interface Group -- Nevada counter sued for compensatory damages "in excess of
$10,000" based on an asserted breach of an alleged oral agreement to host
keynote speeches at The Venetian, asserted breach of an alleged agreement not to
sublease certain facilities, intentional misrepresentation, and breach of the
implied covenant of good faith and fair dealing. The counterclaims include a
prayer for punitive damages. On October 19, 2001, the counter-defendants
specified their alleged damages in their supplemental response to plaintiff's
third request for production of documents. The response alleged damages of over
$3,000 arising from breaches related to Comdex/Fall 2000 and over $2,000 arising
from breaches related to Comdex/Fall 2001. The case is in discovery.

     On or about December 27, 2001, Key3Media Events filed a complaint against
Krause International, Inc., E.J. Krause & Associates (Argentina), Inc., and E.J.
Krause & Associates, Inc. (collectively, "Krause"), with respect to Krause's
management of COMDEX Argentina 2001. The complaint includes causes of action for
breach of contract, misrepresentation and fraud, fraudulent misrepresentation,
negligent misrepresentation, and tortious interference with business relations
and seeks actual damages, punitive damages, interest, attorneys' fees and costs.
On or about February 8, 2002, Krause answered the complaint, and filed a
counter-claim alleging breach of contract, unjust enrichment, and an additional
claim for breach of contract. The counter-claim seeks damages in the amount of
$452 plus interest, and reasonable attorneys' fees and costs. The parties have
subsequently filed various responsive documents including a reply to the
counterclaim by Key3Media Events and a motion to dismiss by Krause. On or about
March 27, 2002, counsel for Krause requested permission to amend its
counter-claim to add E.J. Krause y Asociados Argentina S.R.L., an Argentine
corporation owned in part by Reed Elsevier Overseas BV, as a third party, to add
additional counter-claims and to request compensatory damages of not less than
$10,451 and punitive damages of $10,000.

     On or about February 4, 2002, Key3Media Events filed a complaint against
Krause International, Inc., E.J. Krause and Associates, Inc. and E.J. Krause de
Mexico SA de CV (collectively, "Krause"), with respect to Krause's management of
COMDEX Mexico for the years 2001 and 2002. The complaint alleges breach of oral
contract, breach of written contract, declaratory relief, breach of covenant of
good faith and fair dealing, breach of fiduciary duty, fraud, negligent
misrepresentation, and violation of California Business and Professions Code
Section 17200 and seeks actual damages, punitive and exemplary damages in an
amount of at least $10,000, attorneys' fees and costs, disgorgement and
interest. On or about March 12, 2002, Krause filed a motion to dismiss the
complaint on the grounds of improper venue or, alternately, to change venue to
the United States District Court for the District of Maryland. On or about May
9, 2002, the court denied Krause's motion to dismiss but granted Krause's
alternative motion to transfer venue to the District of Maryland.

     In connection with its spin-off from ZDI, the Company and its subsidiaries
have received an indemnification from ZDI against all liabilities not related to
its businesses, including the class actions and derivative litigation filed
against ZDI discussed in the Company's Registration Statement on Form S-1 (No.
333-36828).

     The Company and its subsidiaries are subject to various other claims and
legal proceedings arising in the normal course of business. Management believes
that the ultimate liability, if any, in the aggregate will not be material to
the Company's financial position, results of operations or cash flows.

                                        15
<PAGE>
                             KEY3MEDIA GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

8.  SEGMENT INFORMATION

     The Company operates in one business segment, the production and management
of trade shows, conferences, and customized marketing and education programs.
The Company holds events either directly or through international contract
events.

     Financial information by geographic areas is as follows:

<Table>
<Caption>
                                                              FOR THE THREE MONTHS ENDED
                                                                       MARCH 31,
                                                              ---------------------------
                                                                  2001           2002
                                                              -------------   -----------
<S>                                                           <C>             <C>
Net revenues:
  North America.............................................   $    7,423      $ 29,452
  Europe....................................................          291         3,617
  Far East..................................................          303         1,281
                                                               ----------      --------
          Total.............................................   $    8,017      $ 34,350
                                                               ==========      ========
Other income (expenses):
  North America.............................................   $  (12,031)     $ (9,566)
  Europe....................................................           19           (19)
  Far East..................................................            1           (17)
                                                               ----------      --------
          Total.............................................   $  (12,011)     $ (9,602)
                                                               ==========      ========
Total assets:
  North America.............................................   $1,039,810      $600,210
  Europe....................................................       12,109        12,866
  Far East..................................................          370         6,417
                                                               ----------      --------
          Total.............................................   $1,052,289      $619,493
                                                               ==========      ========
</Table>

9.  FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTOR AND SUBSIDIARY NON-GUARANTOR

     In connection with the issuance of the Company's $300,000 Notes, the
Company's U.S.-based subsidiaries, Key3Media Events, Key3Media Von Events, Inc.
and Key3Media BCR Events, Inc., guaranteed the payment of principal, premium and
interest on the Notes. Presented below is condensed consolidating financial
information for the parent company (Key3Media Group, Inc.) only, the subsidiary
guarantors only and the subsidiary non-guarantors as a group as of March 31,
2002 and 2001 and for the three months ended March 31, 2002 and 2001.

                                        16
<PAGE>

                             KEY3MEDIA GROUP, INC.

                     CONDENSED CONSOLIDATING BALANCE SHEET
                                 MARCH 31, 2002

<Table>
<Caption>
                                                                           ELIMINATIONS
                                  PARENT                                        AND
                                  COMPANY    SUBSIDIARY     SUBSIDIARY     CONSOLIDATING
                                   ONLY      GUARANTORS   NON-GUARANTORS      ENTRIES      CONSOLIDATED
                                 ---------   ----------   --------------   -------------   ------------
                                                              (UNAUDITED)
                                                             (IN THOUSANDS)
<S>                              <C>         <C>          <C>              <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents....  $  12,989   $  23,240       $ 1,960         $      --      $  38,189
  Accounts receivable, net.....         --      32,265         7,458                --         39,723
  Prepaid events expenses......         --       3,588         1,011                --          4,599
  Deferred income taxes........         --       1,402            --            (1,402)            --
  Other current assets.........     16,223       9,088         2,552           (24,107)         3,756
                                 ---------   ---------       -------         ---------      ---------
          Total current
            assets.............     29,212      69,583        12,981           (25,509)        86,267
  Intercompany receivable......    419,961       5,510         8,415          (433,886)            --
  Property and equipment,
     net.......................         --      16,412           530                --         16,942
  Intangibles assets, net......         --     498,512         6,185                --        504,697
  Investment in subsidiaries...    164,319     115,317            --          (279,636)            --
  Other assets.................     11,441         185           (39)               --         11,587
                                 ---------   ---------       -------         ---------      ---------
          Total assets.........  $ 624,933   $ 705,519       $28,072         $(739,031)     $ 619,493
                                 =========   =========       =======         =========      =========
LIABILITIES & SHAREHOLDERS'
  EQUITY
Current liabilities
  Accounts payable.............  $      --   $  17,105       $ 2,753         $      --      $  19,858
  Accrued expenses.............     10,199      19,615         3,303                --         33,117
  Deferred revenue.............         --      60,219         9,148                --         69,367
  Other current liabilities....         --          91         1,708                --          1,799
                                 ---------   ---------       -------         ---------      ---------
          Total current
            liabilities........     10,199      97,030        16,912                --        124,141
  Intercompany payable.........         --     428,379         5,507          (433,886)            --
  Deferred income taxes........         --      25,509            --           (25,509)            --
  Long-term obligations (net of
     current maturities).......    370,000          --            --                --        370,000
Shareholders' equity
  Preferred stock..............         30          --            --                --             30
  Common stock.................        683          --            --                --            683
  Additional paid-in-capital...    591,681     408,541        12,185          (536,043)       476,364
  Retained earnings............   (342,800)   (253,940)       (2,467)          256,407       (342,800)
  Accumulated comprehensive
     loss......................         --          --        (4,065)               --         (4,065)
  Deferred compensation........     (4,860)         --            --                --         (4,860)
                                 ---------   ---------       -------         ---------      ---------
          Total shareholders'
            equity.............    244,734     154,601         5,653          (279,636)       125,352
                                 ---------   ---------       -------         ---------      ---------
          Total liabilities &
            shareholders'
            equity.............  $ 624,933   $ 705,519       $28,072         $(739,031)     $ 619,493
                                 =========   =========       =======         =========      =========
</Table>

                                        17
<PAGE>

                             KEY3MEDIA GROUP, INC.

                     CONDENSED CONSOLIDATING BALANCE SHEET
                               DECEMBER 31, 2001

<Table>
<Caption>
                                                                              ELIMINATIONS
                                      PARENT                                       AND
                                     COMPANY    SUBSIDIARY     SUBSIDIARY     CONSOLIDATING
                                       ONLY     GUARANTORS   NON-GUARANTORS      ENTRIES      CONSOLIDATED
                                     --------   ----------   --------------   -------------   ------------
                                                                (IN THOUSANDS)
<S>                                  <C>        <C>          <C>              <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents........  $ 24,953   $   13,682      $ 2,749        $        --     $   41,384
  Accounts receivable, net.........        --       38,510        8,522                 --         47,032
  Prepaid events expenses..........        --        4,183          357                 --          4,540
  Deferred income taxes............        --        1,402           --                 --          1,402
  Other current assets.............    15,293        1,193        2,062            (15,331)         3,217
                                     --------   ----------      -------        -----------     ----------
          Total current assets.....    40,246       58,970       13,690            (15,331)        97,575
  Intercompany receivable..........   409,183        5,493        7,864           (422,540)            --
  Property and equipment, net......        --       18,347          465                 --         18,812
  Intangibles assets, net..........        --      927,059        1,290                 --        928,349
  Investment in subsidiaries.......   513,088      111,117           --           (624,205)            --
  Other assets.....................    11,839          148          (14)                --         11,973
                                     --------   ----------      -------        -----------     ----------
          Total assets.............  $974,356   $1,121,134      $23,295        $(1,062,076)    $1,056,709
                                     ========   ==========      =======        ===========     ==========
LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities:
  Accounts payable.................  $     --   $   17,321      $ 5,017        $        --     $   22,338
  Accrued expenses.................     2,701       21,128        3,640                 --         27,469
  Deferred revenue.................        --       56,643        6,339                 --         62,982
  Other current liabilities........        --          712          948                 --          1,660
                                     --------   ----------      -------        -----------     ----------
          Total current
            liabilities............     2,701       95,804       15,944                 --        114,449
  Intercompany payable.............        --      417,045        5,498           (422,543)            --
  Deferred income taxes............     1,750      101,135           --            (15,328)        87,557
  Long-term obligations (net of
     current maturities)...........   370,000           --           --                 --        370,000
Shareholders' equity:
  Preferred stock..................        30           --           --                 --             30
  Common stock.....................       681           --           --                 --            681
  Additional paid-in-capital.......   587,591      408,541        7,985           (527,643)       476,474
  Retained earnings................    17,414       98,609       (2,047)           (96,562)        17,414
  Accumulated comprehensive loss...        --           --       (4,085)                --         (4,085)
  Deferred compensation............    (5,811)          --           --                 --         (5,811)
                                     --------   ----------      -------        -----------     ----------
          Total shareholders'
            equity.................   599,905      507,150        1,853           (624,205)       484,703
                                     --------   ----------      -------        -----------     ----------
          Total liabilities &
            shareholders' equity...  $974,356   $1,121,134      $23,295        $(1,062,076)    $1,056,709
                                     ========   ==========      =======        ===========     ==========
</Table>

                                        18
<PAGE>

                             KEY3MEDIA GROUP, INC.

                CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                   FOR THE THREE MONTHS ENDED MARCH 31, 2002

<Table>
<Caption>
                                                                           ELIMINATIONS
                                    PARENT                                      AND
                                    COMPANY    SUBSIDIARY    SUBSIDIARY    CONSOLIDATING
                                     ONLY      GUARANTOR    NON-GRANTOR       ENTRIES      CONSOLIDATED
                                   ---------   ----------   ------------   -------------   ------------
                                                               (UNAUDITED)
                                                              (IN THOUSANDS)
<S>                                <C>         <C>          <C>            <C>             <C>
Net revenues.....................  $      --   $  30,269       $4,944        $   (863)      $  34,350
Operating expenses:
  Cost of production.............         --      15,446        2,334              --          17,780
  Selling, general and
     administrative..............        164      19,970        2,208             (46)         22,296
  Stock based compensation.......        153          --           --              --             153
  Depreciation and
     amortization................         --       5,761          127              --           5,888
                                   ---------   ---------       ------        --------       ---------
                                         317      41,177        4,669             (46)         46,117
                                   ---------   ---------       ------        --------       ---------
Income (loss) from operations....       (317)    (10,908)         275            (817)        (11,767)
Other income (expenses):
  Interest expense...............     (9,667)        (29)         (29)              4          (9,721)
  Interest income................         59          79           35              (4)            169
  Intercompany activity..........         --          --         (817)            817              --
  Other income (expense), net....         --           8          (58)             --             (50)
                                   ---------   ---------       ------        --------       ---------
                                      (9,608)         58         (869)            817          (9,602)
                                   ---------   ---------       ------        --------       ---------
Loss before income taxes and
  cumulative effect of accounting
  change.........................     (9,925)    (10,850)        (594)             --         (21,369)
Income tax provision (benefit)...     (2,680)     (2,916)        (174)             --          (5,770)
                                   ---------   ---------       ------        --------       ---------
Loss before cumulative effect of
  accounting change..............     (7,245)     (7,934)        (420)             --         (15,599)
Cumulative effect of accounting
  change.........................         --    (344,615)          --              --        (344,615)
Equity in earnings (loss) in
  subsidiaries...................   (352,969)         --           --         352,969              --
                                   ---------   ---------       ------        --------       ---------
Net loss.........................  $(360,214)  $(352,549)      $ (420)       $352,969       $(360,214)
                                   =========   =========       ======        ========       =========
</Table>

                            See accompanying notes.
                                        19
<PAGE>

                             KEY3MEDIA GROUP, INC.

                CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                   FOR THE THREE MONTHS ENDED MARCH 31, 2002

<Table>
<Caption>
                                                                           ELIMINATIONS
                                      PARENT                                    AND
                                     COMPANY    SUBSIDIARY   SUBSIDIARY    CONSOLIDATING
                                       ONLY     GUARANTOR    NON-GRANTOR      ENTRIES      CONSOLIDATED
                                     --------   ----------   -----------   -------------   ------------
                                                                (UNAUDITED)
                                                               (IN THOUSANDS)
<S>                                  <C>        <C>          <C>           <C>             <C>
Net revenues.......................  $     --    $  7,759      $   594        $  (336)       $  8,017
Operating expenses:
  Cost of production...............        --       2,891          203             --           3,094
  Selling, general and
     administrative................        75      23,363        1,239             --          24,677
  Stock based compensation.........     3,159          --           --             --           3,159
  Depreciation and amortization....        --       8,980          101             --           9,081
                                     --------    --------      -------        -------        --------
                                        3,234      35,234        1,543             --          40,011
                                     --------    --------      -------        -------        --------
Income (loss) from operations......    (3,234)    (27,475)        (949)          (336)        (31,994)
Other income (expenses):
  Interest expense.................    (5,583)     (7,766)          --             --         (13,349)
  Interest income..................       102       1,247            7             --           1,356
  Intercompany activity............        --          --         (336)           336              --
  Other income (expense), net......        --          --          (18)            --             (18)
                                     --------    --------      -------        -------        --------
                                       (5,481)     (6,519)        (347)           336         (12,011)
                                     --------    --------      -------        -------        --------
Loss before income taxes and
  cumulative effect of accounting
  change...........................    (8,715)    (33,994)      (1,296)            --         (44,005)
Income tax provision (benefit).....    (3,965)    (16,057)          --             --         (20,022)
                                     --------    --------      -------        -------        --------
Loss before cumulative effect of
  accounting change................    (4,750)    (17,937)      (1,296)            --         (23,983)
Cumulative effect of accounting
  change...........................        --          --           --             --              --
Equity in earnings (loss) in
  subsidiaries.....................   (19,233)         --           --         19,233              --
                                     --------    --------      -------        -------        --------
Net loss...........................  $(23,983)   $(17,937)     $(1,296)       $19,233        $(23,983)
                                     ========    ========      =======        =======        ========
</Table>

                            See accompanying notes.
                                        20
<PAGE>

                             KEY3MEDIA GROUP, INC.

                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                   FOR THE THREE MONTHS ENDED MARCH 31, 2002

<Table>
<Caption>
                                                                                       ELIMINATIONS
                                                 PARENT                                     AND
                                                 COMPANY    SUBSIDIARY   SUBSIDIARY    CONSOLIDATING
                                                  ONLY      GUARANTOR    NON-GRANTOR      ENTRIES      CONSOLIDATED
                                                ---------   ----------   -----------   -------------   ------------
                                                                            (UNAUDITED)
                                                                          (IN THOUSANDS)
<S>                                             <C>         <C>          <C>           <C>             <C>
Cash flows from operating activities:
  Net loss....................................  $(360,214)  $(352,549)     $  (420)      $ 352,969      $(360,214)
  Adjustments to reconcile net loss to net
    cash provided by (used in) operating
    activities:
    Cumulative effect of accounting change....         --     344,615           --              --        344,615
    Depreciation and amortization.............         --       5,761          127              --          5,888
    Stock based compensation..................        153          --           --              --            153
    Non-cash interest expense.................        398          --           --              --            398
    Equity in earnings (loss) of
      subsidiaries............................    352,969          --           --        (352,969)            --
    Loss on disposal of property and
      equipment...............................         --          --           20              --             20
    Foreign exchange loss.....................         --          --           21              --             21
    Deferred income taxes.....................     (2,680)     (2,916)        (174)             --         (5,770)
  Changes in operating assets & liabilities,
    net of effect from acquired businesses:
    Accounts receivable.......................         --       6,245        1,608              --          7,853
    Prepaid event expenses....................         --         595          174              --            769
    Other current assets......................         --        (220)          95              --           (125)
    Other assets..............................         --         (37)          25              --            (12)
    Accounts payable..........................         --        (216)      (2,779)             --         (2,995)
    Accrued expenses..........................      7,498      (1,513)        (621)             --          5,364
    Deferred revenue..........................         --       3,576          (52)             --          3,524
    Other liabilities.........................         --        (621)          42              --           (579)
                                                ---------   ---------      -------       ---------      ---------
         Total adjustments....................    358,338     355,269       (1,514)       (352,969)       359,124
                                                ---------   ---------      -------       ---------      ---------
         Net cash provided by (used in)
           operating activities...............     (1,876)      2,720       (1,934)             --         (1,090)
Cash flows from investing activities:
  Acquisition of businesses, net of cash
    acquired..................................         --      (3,360)       1,667              --         (1,693)
  Purchase of property and equipment..........         --        (279)         (15)             --           (294)
                                                ---------   ---------      -------       ---------      ---------
         Net cash used in investing
           activities.........................         --      (3,639)       1,652              --         (1,987)
Cash flows from financing activities:
  Net transactions with SOFTBANK, ZDI &
    affiliates excluding non-cash transactions
    with affiliates...........................     (9,938)     10,477         (539)             --             --
  Payments associated with issuance of
    preferred stock...........................       (150)         --           --              --           (150)
                                                ---------   ---------      -------       ---------      ---------
         Net cash provided by (used in)
           financing activities...............    (10,088)     10,477         (539)             --           (150)
Effects of exchange rate changes on cash......         --          --           32              --             32
Net increase (decrease) in cash and cash
  equivalents.................................    (11,964)      9,558         (789)             --         (3,195)
Cash and cash equivalents at the beginning of
  period......................................     24,953      13,682        2,749              --         41,384
                                                ---------   ---------      -------       ---------      ---------
Cash and cash equivalents at the end of
  period......................................  $  12,989   $  23,240      $ 1,960       $      --      $  38,189
                                                =========   =========      =======       =========      =========
</Table>

                            See accompanying notes.
                                        21
<PAGE>

                             KEY3MEDIA GROUP, INC.

                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                   FOR THE THREE MONTHS ENDED MARCH 31, 2001

<Table>
<Caption>
                                                                                  ELIMINATIONS
                                             PARENT                                    AND
                                            COMPANY    SUBSIDIARY   SUBSIDIARY    CONSOLIDATING
                                              ONLY     GUARANTOR    NON-GRANTOR      ENTRIES      CONSOLIDATED
                                            --------   ----------   -----------   -------------   ------------
                                                                       (UNAUDITED)
                                                                      (IN THOUSANDS)
<S>                                         <C>        <C>          <C>           <C>             <C>
Cash flows from operating activities:
  Net loss................................  $(23,983)   $(17,937)     $(1,296)      $ 19,233        $(23,983)
  Adjustments to reconcile net loss to net
    cash provided by (used in) operating
    activities:
    Depreciation and amortization.........        --       8,980          101             --           9,081
    Stock based compensation..............     3,159          --           --             --           3,159
    Non-cash interest expense.............     5,585         474           --             --           6,059
    Equity in earnings (loss) of
      subsidiaries........................    19,233          --           --        (19,233)             --
    Foreign exchange loss.................        --          --           93             --              93
  Changes in operating assets &
    liabilities:
    Accounts receivable...................        --       9,448        3,420             --          12,868
    Prepaid event expenses................        --      (7,876)        (450)            --          (8,326)
    Other current assets..................    (3,965)       (192)       3,764             --            (393)
    Accounts payable......................        --      (3,732)        (833)            --          (4,565)
    Accrued expenses......................        (2)    (29,613)      (5,617)            --         (35,232)
    Deferred revenue......................        --      46,044        2,487             --          48,531
    Other Liabilities.....................        --      (6,357)         592             --          (5,765)
                                            --------    --------      -------       --------        --------
         Total adjustments................    24,010      17,176        3,557        (19,233)         25,510
                                            --------    --------      -------       --------        --------
         Net cash provided by (used in)
           operating activities...........        27        (761)       2,261             --           1,527
Cash flows from investing activities:
  Purchase of property & equipment........        --      (2,417)        (134)            --          (2,551)
                                            --------    --------      -------       --------        --------
         Net cash used in investing
           activities.....................        --      (2,417)        (134)            --          (2,551)
Cash flows from financing activities:
  Net transactions with SOFTBANK, ZDI &
    affiliates excluding non-cash
    transactions with affiliates..........        98       3,172       (3,270)            --              --
  Proceeds from the sale of common
    stock.................................       215          --           --             --             215
  Repayment of long-terms obligations
    under the new credit facility.........        --        (452)          --             --            (452)
                                            --------    --------      -------       --------        --------
         Net cash provided by (used in)
           financing activities...........       313       2,720       (3,270)            --            (237)
Effects of exchange rate changes on
  cash....................................        --          --         (143)            --            (143)
Net increase (decrease) in cash and cash
  equivalents.............................       340        (458)      (1,286)            --          (1,404)
Cash and cash equivalents at the beginning
  of period...............................     4,777     101,714        3,423             --         109,914
                                            --------    --------      -------       --------        --------
Cash and cash equivalents at the end of
  period..................................  $  5,117    $101,256      $ 2,137       $     --        $108,510
                                            ========    ========      =======       ========        ========
</Table>

                            See accompanying notes.
                                        22
<PAGE>

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

     The discussion below should be read in conjunction with our historical
consolidated financial statements and the notes thereto. Historical results and
percentage relationships set forth in the consolidated financial statements,
including trends which might appear, should not be taken as indicative of future
operations. We consider portions of this information to be forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, both as amended, with
respect to our expectations for future periods. See "Cautionary Legend Regarding
Forward Looking Statements".

     We utilize the term EBITDA in the following discussion. EBITDA represents
income before taxes plus depreciation and amortization, and interest expense net
of interest income. EBITDA should not be considered as an alternative to, or
more meaningful than, operating income as determined in accordance with GAAP,
cash flows from operating activities as determined in accordance with GAAP, or
as a measure of liquidity. We believe EBITDA provides meaningful additional
information on our operating results and on our ability to service our long-term
debt and other obligations and to fund our operations. Because EBITDA is not
calculated in the same matter by all companies, the representation herein may
not be comparable to other similarly titled measures of other companies.

RECENT DEVELOPMENTS

     On January 7, 2002, we completed the acquisition of ExpoNova Events &
Exhibitions ("ExpoNova") which we announced on November 20, 2001. In connection
with this acquisition, we granted a right to the shareholders of ExpoNova to
require us to purchase another tradeshow and conference business owned by them
subject to certain conditions. The shareholders of ExpoNova exercised this right
and we completed the acquisition on April 9, 2002.

RESULTS OF OPERATIONS

     Our results for the first quarter of 2002 were adversely impacted by the
continuing difficulties being experienced in the IT industry and the ongoing
effects of the terrorist attacks on September 11, 2001. In addition, our results
for the first quarters of 2002 and 2001 are not directly comparable because (i)
we held three major events in the first quarter of 2002 (Seybold Seminars New
York, COMDEX Chicago and JavaOne) that were not held until the second quarter of
2001 (collectively, the "Non-Comparable Events") and (ii) to a lesser extent, we
made several acquisitions after the end of the first quarter of 2001, including
SOFTBANK Forums Japan, Inc., pulver.com's two major brands, Voice on the Net
Conferences and Session Initiation Protocol Summits, significant assets of BCR
Enterprises, assets comprising Next Generation Networks and Next Generation
Ventures, and ExpoNova (collectively, the "Acquisitions"). Our results for the
first quarter of 2002 also benefited from the cost reduction and expense control
programs that we initiated during the second half of 2001 (collectively, the
"Expense Reduction Programs").

 THREE MONTHS ENDED MARCH 31, 2002 COMPARED WITH THREE MONTHS ENDED MARCH 31,
 2001

     Our total revenue increased $26.3 million, or 328.5%, to $34.4 million in
the first quarter of 2002 from $8.0 million in the comparable period in 2001.
This increase was attributable primarily to the inclusion in the first quarter
of 2002 of the results from the Non-Comparable Events and, to a lesser extent,
the Acquisitions (collectively, the "Non-Comparable Results"), which were not
included in the first quarter of 2001. Excluding the Non-Comparable Results, our
revenue for the first quarter of 2002 would have been $5.1 million, a decrease
of $2.9 million, or 36.4%, from the first quarter of 2001. With regards to the
Non-Comparable Events, our exhibitor service revenue in 2002 compared to 2001
was lower due to a significant decrease in the amount of net paid square footage
partially off-set by the slight increase in the rental rate per square foot paid
by exhibitors for the Seybold Seminars New York and COMDEX Chicago events and
the decrease of exhibitor related revenue derived from the JavaOne event. Our
conference revenue from the Non-Comparable Events in 2002 was lower compared to
2001 due to the decreases in the average revenue per conference attendee and
number of participants. The revenue from advertising and sponsorship for the
Non-

                                        23
<PAGE>

Comparable Events in 2002 was not materially different to the comparable amount
in 2001. We believe each of the decreases in revenue in 2002 was primarily
attributable to the adverse impact on our events of the continuing difficulties
in the IT industry and the ongoing effects of the terrorist attacks on September
11, 2001.

     Exhibitor services revenue increased by $14.7 million, or 280.8%, to $20.0
million in the first quarter of 2002 from $5.2 million in the comparable period
in 2001 due primarily to the inclusion of the Non-Comparable Results in the
first quarter of 2002. Excluding the Non-Comparable Results, exhibitor revenue
for the first quarter of 2002 would have been $2.2 million, a decrease of $3.0
million, or 58.3% from the first quarter of 2001. The net paid square footage
increased to 175,623 in the first quarter of 2002 from 42,280 in the comparable
period in 2001. The average rental rate per square foot paid by exhibitors
increased 25.2% to $37.63 in the first quarter of 2002 from $30.06 in comparable
period in 2001. These increases were primarily due to the inclusion in the first
quarter of 2002 of our COMDEX Chicago and Seybold Seminar New York events and
the COMDEX Nordic event which was part of the ExpoNova acquisition. Excluding
these events, net paid square footage would have decreased 43.9% in 2002 to
23,718 from 42,280 in 2001, and the average rental rate per square foot paid by
exhibitors would have been $44.99, an increase of 49.6% over the comparable
period amount of $30.06 in 2001. With regards to the Non-Comparable Events, our
exhibitor service revenue in 2002 compared to 2001 was lower due to a
significant decrease in the amount of net paid square footage partially off-set
by the slight increase in the rental rate per square foot paid by exhibitors for
the Seybold Seminars New York and COMDEX Chicago events and the decrease of
exhibitor related revenue derived from the JavaOne event.

     Conference fees increased $10.3 million, or 915.0%, to $11.4 million in the
first quarter of 2002 from $1.1 million in the first quarter of 2001 due
primarily to the inclusion of the Non-Comparable Results in the first quarter of
2002. Excluding the Non-Comparable Results, conference fees would have increased
$0.2 million, or 13.6%, in the first quarter of 2002. The number of participants
at our conferences increased 524.7% to 8,471 in the first quarter of 2002 from
1,356 in the first quarter of 2001, and the average revenue per conference
participant increased 62.5% to $1,348 in the first quarter of 2002 from $830 in
the first quarter of 2001. These increases were due primarily to the inclusion
of the Non-Comparable Events and COMDEX Nordic in the first quarter of 2002.
Excluding the Non-Comparable Events and COMDEX Nordic, the number of conference
participants decreased 35.0% to 881 in the first quarter of 2002 compared to
1,356 in the first quarter of 2002, and the average revenue per conference
attendee increased 74.8% to $1,451 in the first quarter of 2002 compared to $830
in the first quarter of 2001. Our conference revenue from the Non-Comparable
Events in 2002 was lower compared to 2001 due to the decreases in the average
revenue per conference attendee and number of participants.

     Advertising and sponsorship revenues increased $1.3 million, or 79.4%, to
$3.0 million in the first quarter of 2002 from $1.6 million in the first quarter
of 2001 due primarily to the inclusion of the Non-Comparable Results in the
first quarter of 2002. Excluding the Non-Comparable Results, advertising and
sponsorship revenues in the first quarter of 2002 would have been approximately
the same as those in the first quarter of 2001.

     Cost of production increased $14.7 million, or 474.7%, to $17.8 million in
the first quarter of 2002 from $3.1 million in the comparable period in 2001. As
a percentage of revenue, cost of production represented 51.8% of revenue in the
first quarter of 2002 compared to 38.6% in the first quarter of 2001. The
aggregate dollar and percentage increases in the cost of production were due
primarily to the inclusion of the Non-Comparable Results in the first quarter of
2002. Excluding the Non-Comparable Results, cost of production would have been
zero in the first quarter of 2002, a decrease of $3.1 million from the first
quarter of 2001. Excluding the Non-Comparable Events, cost of production as a
percentage of revenue would have been 32.1% in the first quarter of 2002 down
from 38.6% in the first quarter of 2001 due to higher margin revenue such as
management fees and sponsorship revenue in the first quarter of 2002. The
combined cost of production as a percentage of revenue for the Non-Comparable
Events was 61.7% in 2002 compared to 53.1% in 2001.

     Our SG&A expenses decreased $2.4 million, or 9.6%, to $22.3 million in the
first quarter of 2002 from $24.7 million in the first quarter of 2001. Our SG&A
expenses as a percentage of revenue were 64.9% in the

                                        24
<PAGE>

first quarter of 2002 compared to 307.8% in the first quarter of 2001. The
decrease in our SG&A expenses on a dollar basis was primarily due to the effects
of the cost reduction and expense containment programs that we initiated during
the second half of 2001, which reduced our total employment costs through staff
reductions and, to a lesser extent, our temporary employment costs, travel and
entertainment expenses. These reductions were partially off-set by incremental
SG&A expenses attributable to the Acquisitions. Excluding the increases of SG&A
expense attributable to the Acquisitions, our SG&A expenses would have been
$20.3 million in the first quarter of 2002, a decrease of $4.3 million, or
17.6%, from the first quarter of 2001, and would have represented 72.9% of our
revenue for the first quarter of 2002.

     Non-cash stock-based compensation decreased $3.0 million to $0.2 million in
the first quarter of 2002 from $3.2 million in the first quarter of in 2001. The
decrease was attributable to the reversal of previously recorded expense,
resulting from the application of variable accounting stock-based compensation
valuation principles. During August 2001, we granted stock options to certain of
our employees who were previously employed by Ziff-Davis that we must account
for under variable accounting valuation principles. Using this accounting
treatment, we must record the fair value of these options at the close of each
accounting period and recognize the increase or decrease in fair value from
period to period as an increase or decrease in stock-based compensation.

     Other income (expense), net decreased $2.4 million or 20.1%, to expense of
$9.6 million in the first quarter of 2002 from expense of $12.0 million in the
first quarter of 2001. The decrease was attributable to lower net interest
expense that resulted from a lower average interest rate on our primary debt
obligations in 2002 than in 2001. In the first quarter of 2002, our average
interest rate (including amortization of deferred financing costs) on our
primary debt obligations was under 11.0%, while our rate in the first quarter of
2001 was over 14.0%. The higher rate in 2001 was principally due to the
amortization of a discount on our Zero Coupon Debentures that were retired in
June 2001.

     As a result of the foregoing, our EBITDA increased by $17.0 million, or
74.1%, to a loss of $5.9 million in the first quarter of 2002 from a loss of
$22.9 million in the first quarter of 2001. After adjusting to exclude non-cash
stock based compensation in both periods, our adjusted EBITDA would have been a
loss of $5.8 million for the first quarter of 2002 compared to a loss of $19.8
million for the first quarter of 2001. Excluding the Non-Comparable Results, our
adjusted EBITDA would have been a loss of $15.2 million, down $4.6 million from
the adjusted EBIDTA of a loss of $19.8 million in the first quarter of 2001.

     Each of the Non-Comparable Events was adversely impacted by the continuing
difficulties in the IT industry and the ongoing effects of the terrorist attacks
on September 11th. In addition, the relocation of our Seybold Seminars event to
New York in 2002 from Boston in 2001 contributed to reduced operating results
for this event in 2002. This combination of factors resulted in a small
operating loss at Seybold Seminars, materially lower operating income at JavaOne
and slightly lower operating income at COMDEX Chicago, in each case in 2002
compared to the prior year. Because the operating environment continues to be
difficult, we expect that our NetWorld+Interop Las Vegas tradeshow, which ended
on May 10, 2002, will generate operating income that is materially lower than
the operating income it generated last year.

     Depreciation and amortization decreased $3.2 million, or 35.2%, to $5.9
million in the first quarter of 2002 from $9.1 million in the first quarter of
2001. The decrease is principally due to our adoption of Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets," (SFAS No.
142) effective January 1, 2002. SFAS No. 142 requires, among other things, that
goodwill and intangible assets with indefinite useful lives no longer be
amortized, but instead tested for impairment at least annually in accordance
with the provisions of SFAS No. 142. We recognized approximately $3.2 million of
amortization expense in the first quarter of 2001 related to goodwill and
intangible assets with indefinite useful lives.

     The benefit for income tax decreased $14.3 million, or 71.2%, to a benefit
for income tax of $5.8 million in the first quarter of 2002 from a benefit of
$20.0 million in the comparable period in 2001. This decrease is primarily the
result of the company recording a smaller loss before income taxes and
cumulative effect of accounting change in the first quarter of 2002 as compared
to the same period in 2001. As a percentage of loss before income taxes and
cumulative effect of accounting change, this balance represents 27.0% in the
first

                                        25
<PAGE>

quarter of 2002 compared to 45.5% in the same period in 2001. The income tax
benefit for the first quarters of 2002 and 2001 are based upon our estimated
effective tax rate for such years.

     In connection with the adoption of SFAS No. 142, we recognized a cumulative
effect of a change in accounting principle of $344.6 million, net of tax benefit
of $80.4 million. This amount represents the difference between the fair value
and carrying value of goodwill and other intangibles related to the COMDEX
reporting unit as of January 1, 2002.

     As a result of the foregoing, we incurred a net loss of $360.2 million in
the first quarter of 2002 compared to net loss of $24.0 million in the first
quarter of 2001.

LIQUIDITY AND CAPITAL RESOURCES

     On March 31, 2002, our balance of cash and cash equivalents was $38.2
million and we had a working capital deficit of $37.9 million compared to cash
and cash equivalents of $108.5 million and working capital of $18.7 million at
March 31, 2001. These decreases were primarily attributable to the use of cash
to refinance our indebtedness in June 2001 and to purchase property and
equipment, as well as a decrease in net cash provided by operating activities,
partially off-set by the issuance and receipt of net proceeds from the sale of
convertible preferred stock.

     During the first quarter of 2002, we met our liquidity needs principally
through cash on hand. Net cash used in operating activities was $1.1 million in
the first quarter of 2002, compared to net cash provided by operating activities
of $1.5 million in the first quarter of 2001. This decrease is primarily
attributable to a reduction in net working capital, partially off-set by higher
levels of profitability.

     Net cash used in investing activities was $2.0 million in the first quarter
of 2002, of which $0.3 million was used to purchase property and equipment and
$1.7 million was used to acquire businesses, compared to $2.6 million used to
purchase property and equipment in the same period of 2001.

     Net cash used by financing activities was $0.2 million in the first quarter
of both 2002 and 2001. The activity for 2002 related to payments associated with
issuance with preferred stock rather than repayment of indebtedness off-set by
proceeds from the exercise of stock options in the same period of 2001.

     We anticipate our capital expenditures for 2002 to total approximately $5.0
million, principally related to ongoing infrastructure initiatives, and
replacement and upgrades of property and equipment.

     We were in compliance with the financial and other covenants included in
our borrowing agreements as of March 31, 2002. In order to remain in compliance
with our senior bank revolving credit facility, among other things, we must
generate sufficient EBITDA from our events so that we maintain at the end of
each quarterly period the required ratio of pro forma EBITDA to fixed charges of
at least 1.1 to 1 for the preceding four consecutive quarters. The Company
believes that it will remain in compliance with this financial covenant during
2002 if, as of the end of each quarter during the year, it has generated at
least $48.0 million to $50.0 million of pro forma EBITDA during the past four
consecutive quarters.

     So far in 2002, we have held four of our major events, Seybold Seminars in
New York, COMDEX Chicago, JavaOne, and N+I Las Vegas, which ended on May 10,
2002. Each of these events was adversely impacted by the continuing difficulties
in the IT industry and the ongoing effects of the terrorist attacks on September
11th. In addition, the relocation of our Seybold Seminars event to New York in
2002 from Boston in 2001 contributed to reduced operating results for this event
in 2002. This combination of factors resulted in a small operating loss at
Seybold Seminars, materially lower operating income at JavaOne and slightly
lower operating income at COMDEX Chicago, in each case in 2002 compared to the
prior year. Because the operating environment continues to be difficult, we
expect that our NetWorld+Interop Las Vegas tradeshow, which ended on May 10,
2002, will generate operating income that is materially lower than the operating
income it generated last year.

     We were in compliance with the financial covenants included in our
borrowing agreements as of March 31, 2002; however because of the continuing
difficult operating environment, it is likely that we will not be in compliance
with these financial covenants at the end of our second quarter. We are
currently discussing
                                        26
<PAGE>

this possibility with our bank lenders. Our compliance at the end of the other
quarters in 2002 will depend upon the results of our events during the year that
have not yet been held, which includes many of our major events.

     If we are not in compliance with our financial covenants in our senior bank
revolving credit facility and are unable to successfully modify and amend those
financial covenants or are unsuccessful in obtaining waivers with respect to our
noncompliance, our lenders have the option to require us to immediately repay
all our borrowings under the facility. We do not currently have sufficient funds
to make such a repayment. In addition, any acceleration of the borrowings under
our senior bank credit facility would be an event of default in respect of our
senior subordinated notes and could result in the acceleration of the maturity
of those notes (although the subordination provisions of the notes would require
the prior payment of the bank borrowings). We do not currently have sufficient
funds to repay our senior subordinated notes in full.

     Following is a summary of our contractual obligations as of March 31, 2002
(in millions):

<Table>
<Caption>
                                     NINE MONTHS
                                        ENDING       YEAR ENDING DECEMBER 31,
                                     DECEMBER 31,   --------------------------
                                         2002       2003   2004    2005   2006   THEREAFTER   TOTAL
                                     ------------   ----   -----   ----   ----   ----------   ------
<S>                                  <C>            <C>    <C>     <C>    <C>    <C>          <C>
Long-term debt.....................      $ --       $ --   $80.0   $ --   $ --     $290.0     $370.0
Operating leases...................       6.7        6.5     6.1    6.2    5.4        9.9       40.8
                                         ----       ----   -----   ----   ----     ------     ------
Total Contractual Cash
  Obligations......................      $6.7       $6.5   $86.1   $6.2   $5.4     $299.9     $410.8
                                         ====       ====   =====   ====   ====     ======     ======
</Table>

     At March 31, 2002, we have $40.0 million available under our senior bank
credit facility before considering the $1.8 million letter of credit
outstanding.

     In connection with the acquisition of businesses during 2001 and in January
2002, a portion of the purchase price in each transaction was placed in an
escrow account, subject to the determination of the final purchase price. To the
extent the final purchase price is calculated to be more or less than the
initial estimate, then we would be required to make an additional payment to the
sellers or entitled to a return of purchase price. As of March 31, 2002, the
following table lists the principal amounts currently held in escrow:

<Table>
<Caption>

<S>                                                           <C>
NGN Assets..................................................  $ 4,458
BCR Assets..................................................    1,377
Pulver Assets...............................................   20,250
ExpoNova....................................................      420
                                                              -------
                                                              $26,505
                                                              =======
</Table>

     Based upon current and anticipated levels of operations and assuming no
acceleration of our debt obligations, management believes that our cash on hand
and cash flow from operations combined with borrowings available under our
senior bank credit facility will be sufficient to enable us to meet our cash
operating requirements, including venue rental payments, scheduled interest
payments and capital expenditures for the next 12 months. We will, however, be
subject to general economic conditions and the financial, business and other
factors, including factors beyond our control and we could experience
difficulties in meeting our cash operating requirements by the end of this year
if conditions in the IT industry deteriorate further.

SEASONALITY

     Our revenue is highly seasonal, but our cash flows are more stable. This is
because our customers pay us for an event during the 12 months preceding the
event, but we do not recognize the payments we receive as revenue until the
event occurs. Historically, our largest events occur in the second quarter
(NetWorld+Interop Las Vegas) and the fourth quarter (COMDEX Fall). As a result,
the majority of our revenue is recorded in these quarters. We may also
experience seasonal fluctuations as events held in one quarter in one year may
be held in a different quarter in other years.

                                        27
<PAGE>

MANAGEMENT'S DISCUSSION OF CRITICAL ACCOUNTING POLICIES

     Management believes that the accounting policies discussed below are
important to an understanding of our financial statements because they require
management to exercise judgment and estimate the effects of uncertain matters in
the preparation and reporting of financial results. Accordingly, management
cautions that these policies and the judgments and estimates they involve are
subject to revision and adjustment in the future. While they involve less
judgment, management believes that the other accounting policies discussed in
Note 1 "Basis of Presentation, Organization and Nature of Operations" of the
Consolidated Financial Statements (unaudited) included elsewhere in this Form
10-Q, and Note 2 "Summary of Significant Accounting Polices" of the Consolidated
Financial Statements included in our Annual Report on Form 10-K for the year
ended December 31, 2001 are also important to an understanding of our financial
statements.

     We determine our allowance for doubtful accounts using a number of factors
including historical collection experience, the financial prospects of specific
customers and market sectors, and general economic conditions. Generally, we
establish an allowance for doubtful accounts based on our collection experience
when measured by the amount of time an account receivable is past its payment
due date. In certain circumstances where we believe an account is unable to meet
its financial obligations to us, we record a specific allowance for doubtful
accounts to reduce the account receivable to the amount we believe will be
collected. In some instances, we have been able to collect on past due amounts
when accounts execute a contract for a subsequent trade show, seminar,
conference or exposition.

     We evaluate our long-lived assets for impairment based on accounting
pronouncements that require management to assess fair value of these assets by
estimating the future cash flows that will be generated by the assets and then
selecting an appropriate discount rate to determine the present value of these
future cash flows. An evaluation for impairment must be conducted when
circumstances indicate that an impairment may exist; but not less frequently
than on an annual basis. The determination of impairment is subjective and based
on facts and circumstances specific to our company and the relevant long-lived
asset. Factors indicating an impairment condition exists may include permanent
declines in cash flows, continued decreases in utilization of a long-lived asset
or a change in business strategy. We adopted Financial Accounting Standards
(SFAS) No. 142 "Goodwill and Other Intangible Assets," beginning with the first
quarter of 2002. SFAS No. 142 requires that goodwill and intangible assets that
have indefinite useful lives not be amortized but, instead, tested at least
annually for impairment while intangible assets that have finite useful lives
continue to be amortized over their respective useful lives. Accordingly, we
ceased amortization of all goodwill, which was our only intangible asset with an
indefinite useful life, on January 1, 2002, and will continue to amortize our
intangible assets with finite useful lives, consisting primarily of trade names
and advertiser and exhibitor lists, over their respective useful lives. SFAS No.
142 requires that goodwill be tested for impairment using a two-step process.
The first step is to determine the fair value of the reporting unit, which may
be calculated using a discounted cash flow methodology, and compare this value
to its carrying value. If the fair value exceeds the carrying value, no further
work is required and no impairment loss would be recognized. The second step is
an allocation of the fair value of the reporting unit to all of the reporting
unit's assets and liabilities under a hypothetical purchase price allocation.
Based on the evaluation performed to adopt SFAS No. 142 along with continuing
difficulties being experienced in the IT industry and declining operating
results, we recorded a non-cash charge of $344.6 million, net of tax benefit of
$80.4 million, to reduce the carrying value of the COMDEX reporting unit to its
estimated fair value. We utilized a combination of discounted cash flow
methodology and relative market measures that involve judgment and estimation to
determine fair value. At March 31, 2002, we have a net intangible asset balance
of $504.7 million and a net property and equipment balance of $16.9 million. For
additional information regarding long-lived assets, see Note 6, "Goodwill and
Other Intangible Assets -- Adoption of Statement No. 142" included in the
Consolidated Financial Statements (unaudited) appearing elsewhere in this Form
10-Q.

     At March 31, 2002, we have provided a valuation allowance against a
deferred tax asset that arose from the cumulative effect charge resulting from
the adoption of SFAS No. 142. This deferred tax asset may be utilized to offset
future taxable income. The valuation allowance is subject to periodic review
based on current operating results and estimates of future taxable income.

                                        28
<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to various market risks, which include the potential loss
arising from adverse changes in market rates and prices such as foreign currency
exchange and interest rates. We do not enter into derivatives or other financial
instruments for grading or speculative purposes. We do not hedge our foreign
currency rate risk. We entered into an interest rate cap agreement, however, in
August 2001 to manage and reduce the impact of changes in interest rates on not
less than $165 million of the borrowings under our senior credit facility. This
interest rate cap agreement expired in 2001 and we did not enter into a new
agreement.

     Currencies.  We maintain operations, cash and other assets in Europe,
Japan, Canada, Australia and Latin America. The results of operations and
financial position of our foreign operations are principally measured in their
respective currency and translated into U.S. dollars. As a result, exposure to
foreign currency gains and losses exists.

                                        29
<PAGE>

                           PART II OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     On August 31, 2001, Key3Media Events provided notice of termination of its
then existing leased office space in Needham, Massachusetts to the landlord of
the existing space. The annual rental payments (net of operating expenses) for
the prior space were approximately $1.4 million. We entered into a lease for new
office space in Needham and relocated to its new offices on October 1, 2001. We
estimate that our total annual occupancy costs under the new lease will be
approximately $1.7 million greater than those under the prior lease. The
landlord of the prior office space has taken the position that Key3Media Events
is in breach of the lease agreement and that it did not have the right to
terminate the lease. On or about November 6, 2001, Interface
Group -- Massachusetts, LLC, the landlord under the prior lease, sued Key3Media
Events in the Superior Court, County of Norfolk, Commonwealth of Massachusetts
for breach of contract, breach of the implied covenant of good faith and fair
dealing and violations of Mass. Gen L. c. 93A (unfair and deceptive acts and
practices). The landlord has requested payment of rent for the remainder of the
term of the lease in an amount in excess of $6.5 million, treble damages,
attorneys' fees, costs and expenses, pre-judgment interest and costs of suit. In
December 2001, Key3Media Events filed an answer and counterclaim to the
Interface complaint and a motion to dismiss the Mass. Gen L. c. 93A claim. The
counterclaim included causes of action for (i) breach of contract, (ii) breach
of implied covenant of good faith and fair dealing, (iii) tortious interference
with business relationship, (iv) trespass, (v) breach of the covenant of quiet
enjoyment and constructive eviction, (vi) violation of Mass. Gen L. c. 93A,
(vii) a request for declaratory relief, (viii) civil conspiracy and (ix) fraud.
In February 2002, Interface filed an opposition to motion to dismiss and an
amended complaint alleging breach of contract, breach of implied covenant of
good faith and fair dealing and violations of Mass. Gen L. c. 93A. Also in
February 2002, Key3Media Events filed an answer and counterclaim to the amended
complaint and a motion to dismiss the Mass. Gen L. c. 93A claim and Interface
filed a motion to dismiss counts (iii), (v), (vi), (viii) and (ix) of the
counterclaim. In March 2002, Interface filed a second amended complaint adding a
claim for trustee process and to add Fleet Bank of Massachusetts and Citizens
Bank of Massachusetts as trustee defendants. Interface also filed a motion for
Ex Parte Approval of Trustee Process Attachment. The court denied the ex parte
motion, however the court subsequently held a hearing at which it found that
Interface had established a reasonable likelihood of prevailing on its claims
and it awarded a trustee attachment in the amount of $711,111 representing rent
for the period of October 2001 through May 2002.

     Key3Media Events is the plaintiff and counter-defendant in a case filed
October 18, 2000, in the Eighth Judicial District Court, Clark County, Nevada.
The suit arises out of a dispute between Key3Media Events, Inc. on the one hand,
and the Venetian Casino Resort, LLC, and Interface Group-Nevada, Inc., on the
other hand, concerning COMDEX/Fall. Key3Media Events initiated the action,
seeking damages and injunctive relief against defendants for their alleged
actual and threatened breaches of lease, meeting space, and credit extension
agreements in connection with the COMDEX/Fall 2000 show. The Venetian and
Interface Group-Nevada counter sued for compensatory damages "in excess of
$10,000" based on an asserted breach of an alleged oral agreement to host
keynote speeches at The Venetian, asserted breach of an alleged agreement not to
sublease certain facilities, intentional misrepresentation, and breach of the
implied covenant of good faith and fair dealing. The counterclaims include a
prayer for punitive damages. On October 19, 2001, the counter-defendants
specified their alleged damages in their supplemental response to plaintiff's
third request for production of documents. The response alleged damages of over
$3.0 million arising from breaches related to Comdex/Fall 2000 and over $2.0
million arising from breaches related to Comdex/Fall 2001. The case is in
discovery.

     On or about December 27, 2001, Key3Media Events filed a complaint against
Krause International, Inc., E.J. Krause & Associates (Argentina), Inc., and E.J.
Krause & Associates, Inc. (collectively, "Krause"), with respect to Krause's
management of COMDEX Argentina 2001. The complaint includes causes of action for
breach of contract, misrepresentation and fraud, fraudulent misrepresentation,
negligent misrepresentation, and tortious interference with business relations
and seeks actual damages, punitive damages, interest, attorneys' fees and costs.
On or about February 8, 2002, Krause answered the complaint, and filed a
counter-

                                        30
<PAGE>

claim alleging breach of contract, unjust enrichment, and an additional claim
for breach of contract. The counter-claim seeks damages in the amount of
$451,983 plus interest, and reasonable attorneys' fees and costs. The parties
have subsequently filed various responsive documents including a reply to the
counterclaim by Key3Media Events and a motion to dismiss by Krause. On or about
March 27, 2002, counsel for Krause requested permission to amend its
counter-claim to add E.J. Krause y Asociados Argentina S.R.L., an Argentine
corporation owned in part by Reed Elsevier Overseas BV, as a third party, to add
additional counter-claims and to request compensatory damages of not less than
$10.5 million and punitive damages of $10.0 million.

     On or about February 4, 2002, Key3Media Events filed a complaint against
Krause International, Inc., E.J. Krause and Associates, Inc. and E.J. Krause de
Mexico SA de CV (collectively, "Krause"), with respect to Krause's management of
COMDEX Mexico for the years 2001 and 2002. The complaint alleges breach of oral
contract, breach of written contract, declaratory relief, breach of covenant of
good faith and fair dealing, breach of fiduciary duty, fraud, negligent
misrepresentation, and violation of California Business and Professions Code
Section 17200 and seeks actual damages, punitive and exemplary damages in an
amount of at least $10.0 million, attorneys' fees and costs, disgorgement and
interest. On or about March 12, 2002, Krause filed a motion to dismiss the
complaint on the grounds of improper venue or, alternately, to change venue to
the United States District Court for the District of Maryland. On or about May
9, 2002, the court denied Krause's motion to dismiss but granted Krause's
alternative motion to transfer venue to the District of Maryland.

     In connection with its spin-off from ZDI, the Company and its subsidiaries
have received an indemnification from ZDI against all liabilities not related to
its businesses, including the class actions and derivative litigation filed
against ZDI discussed in the Company's Registration Statement on Form S-1 (No.
333-36828).

     The Company and its subsidiaries are subject to various other claims and
legal proceedings arising in the normal course of business. Management believes
that the ultimate liability, if any, in the aggregate will not be material to
the Company's financial position, results of operations or cash flows.

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

     On February 7, 2002, we held a Special Meeting of Shareholders at which
shareholders voted upon a proposal to (i) the private sale to Invemed Catalyst
Fund, L.P. ("Invemed") of 1,000,000 shares of Series A 5.5% Convertible
Redeemable Preferred Stock (the "Series A Preferred Stock") pursuant to the
terms of the Stock Purchase Agreement, dated as of November 13, 2001 and as
amended as of November 21, 2001, by and between Key3Media and Invemed, (ii) the
ability of Invemed and/or its affiliates (as defined in Rule 12b-2 under the
Securities Exchange Act of 1934) to convert the Series A Preferred Stock, in
whole or in part at any time or from time to time, into shares of the common
stock, par value $0.01 per share (the "Common Stock"), of Key3Media in
accordance with the terms of the Series A Preferred Stock, and (iii) the
issuance of Common Stock to Invemed and/or its affiliates in connection with
each such conversion, in each case for the purpose of satisfying the
requirements of Rule 312.03(b) of the New York Stock Exchange Listed Company
Manual.

     Our shareholders voted to approve the proposal relating to the sale and
conversion rights of our Series A Preferred Stock. The number of votes cast for,
against or withheld and the number of abstentions and broker non-votes, as
applicable, is set forth below.

<Table>
<Caption>
   FOR      AGAINST/WITHHELD   ABSTENTIONS   BROKER NON-VOTES
----------  ----------------   -----------   ----------------
<S>         <C>                <C>           <C>
63,597,108   1,577,916          32,877          0
</Table>

                                        31
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

     None

     (b)  Reports on Form 8-K

     No report on Form 8-K was filed by the Company during the three months
ended March 31, 2002.

                                        32
<PAGE>

                                   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.

                                          KEY3MEDIA GROUP, INC.

                                          By:     /s/ PETER B. KNEPPER
                                            ------------------------------------
                                            Name: Peter B. Knepper
                                            Title: Executive Vice President and
                                               Chief Financial Officer
Date: May 15, 2002