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SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





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FORM 10-Q





QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934





For the period ended: September 30, 2002


Commission File Number: 000-21363





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EDUCATION MANAGEMENT CORPORATION


(Exact name of registrant as specified in its charter)





Pennsylvania

25-1119571(State or other jurisdiction of Incorporation or organization)

(I.R.S. Employer Identification No.)





210 Sixth Avenue, Pittsburgh, PA

15222(Address of principal executive offices)

(Zip Code)





Registrants telephone number, including area code:(412)
562-0900





Securities registered pursuant to Section 12(g) of the Act:





Common Stock, $.01 par value


(Title of class)





Preferred Share Purchase Rights


(Title of class)





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  ̈





The number of shares of the registrants Common Stock outstanding as of September 30, 2002 was 35,274,029.





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INDEX





PAGEPART I

FINANCIAL INFORMATIONITEM 1CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

3-8ITEM 2MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

9-12ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

12ITEM 4CONTROLS AND PROCEDURES

12PART II

OTHER INFORMATIONITEM 1LEGAL PROCEEDINGS

13ITEM 2CHANGES IN SECURITIES

13ITEM 3DEFAULTS UPON SENIOR SECURITIES

13ITEM 4SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

13ITEM 5OTHER INFORMATION

13ITEM 6EXHIBITS AND REPORTS ON FORM 8-K

13SIGNATURES

14CERTIFICATIONS BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

15-16




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PART I





ITEM 1CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





EDUCATION MANAGEMENT CORPORATION





CONDENSED CONSOLIDATED BALANCE SHEETS


(Dollars in thousands)





September 30, 2001


June 30, 2002


September 30, 2002(unaudited)





(unaudited)AssetsCurrent assets:Cash and cash equivalents

$
4,604


$
84,477


$
66,010Restricted cash


2,370



1,756



2,428Total cash


6,974



86,233



68,438Receivables, net


31,606



30,378



43,298Inventories


5,248



3,932



6,261Deferred and prepaid income taxes


4,946



12,847



12,847Other current assets


9,081



6,652



8,344Total current assets


57,855



140,042



139,188Property and equipment, net


158,564



191,698



203,370Deferred income taxes and other long-term assets


14,170



10,977



10,848Intangible assets, net of amortization


68,493



149,938



149,034Total assets

$
299,082


$
492,655


$
502,440Liabilities and shareholders investmentCurrent liabilities:Current portion of long-term debt

$
47


$
25,076


$
77Accounts payable


16,575



17,550



11,565Accrued liabilities


15,836



26,458



22,564Advance payments and deferred tuition


74,129



70,588



109,423Total current liabilities


106,587



139,672



143,629Long-term debt, less current portion


29,360



3,500



3,480Deferred income taxes and other long-term liabilities


61



2,906



2,887Shareholders investment:Common stock


305



352



354Additional paid-in capital


108,092



250,271



253,587Treasury stock, at cost


(2,083
)


(1,495
)


(1,495
)Retained earnings


56,760



97,091



99,929Accumulated other comprehensive income






358



69Total shareholders investment


163,074



346,577



352,444Total liabilities and shareholders investment

$
299,082


$
492,655


$
502,440





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




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EDUCATION MANAGEMENT CORPORATION





CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


(Dollars in thousands, except per share amounts)





Three months ended September
30,2001

2002Net revenues

$
91,874

$
128,143Costs and expenses:Educational services


67,132


94,130General and administrative


20,724


28,160Amortization of intangible assets


309


96588,165


123,255Income before interest and taxes


3,709


4,888Interest expense, net


479


310Income before income taxes


3,230


4,578Provision for income taxes


1,247


1,740Net income

$
1,983

$
2,838Earnings per share:Basic

$
.07

$
.08Diluted

$
.06

$
.08Weighted average number of shares outstanding (000s):Basic


30,336


35,152Diluted


32,134


36,578





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




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EDUCATION MANAGEMENT CORPORATION





CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


(Dollars in thousands)





Three months ended September 30,2001


2002Cash flows from operating activities:Net income

$
1,983


$
2,838Adjustments to reconcile net income to net cash flows from operating activities:Depreciation and amortization


6,853



9,250Changes in current assets and liabilities:Restricted cash


(2,152
)


(672
)Receivables


(5,003
)


(12,920
)Inventories


(1,720
)


(2,329
)Other current assets


(4,357
)


(1,692
)Accounts payable


10,286



3,492Accrued liabilities


1,313



(3,894
)Advance payments and deferred tuition


21,681



38,835Total adjustments


26,901



30,070Net cash flows from operating activities


28,884



32,908Cash flows from investing activities:Acquisition of subsidiaries, net of cash acquired


(25,325
)


Expenditures for property and equipment


(20,132
)


(29,395
)Other items, net


(2,784
)


(105
)Net cash flows from investing activities


(48,241
)


(29,500
)Cash flows from financing activities:Revolving credit facility activity, net


(24,225
)


(25,000
)Principal payments on debt


(28
)


(19
)Proceeds from issuance of Common Stock


1,142



3,318Net cash flows from financing activities


(23,111
)


(21,701
)Effective exchange rate changes on cash






(174
)Net change in cash and cash equivalents


(42,468
)


(18,467
)Cash and cash equivalents, beginning of period


47,072



84,477Cash and cash equivalents, end of period

$
4,604


$
66,010Supplemental disclosure of cash flow informationCash paid during the period for:Interest

$
469



213Income taxes


152



22





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




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EDUCATION MANAGEMENT CORPORATION





NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





1.    NATURE OF OPERATIONS:





Education Management Corporation (EDMC or the Company) is among the largest providers of private postsecondary education in North America, based on student enrollment and
revenue. EDMCs Art Institutes offer masters, bachelors, associates and non-degree programs in the areas of design, media arts, fashion, and culinary arts. EDMCs Argosy Education Group, Inc. (Argosy) provides
graduate and undergraduate degree programs in various fields including psychology, education, business, law and the health sciences. The Company has provided career-oriented education for 40 years.





2.    BASIS OF PRESENTATION:





The accompanying condensed consolidated financial statements should be read in conjunction with the notes to consolidated financial statements included in the Fiscal 2002 Annual Report on Form 10-K.
The accompanying condensed consolidated balance sheet as of June 30, 2002 has been derived from the audited balance sheet included in the Companys Fiscal 2002 Annual Report on Form 10-K. The accompanying interim financial statements are
unaudited; however, management believes that all adjustments necessary for a fair presentation have been made and all such adjustments are considered normal and recurring. The results for the three-month period ended September 30, 2002 are not
necessarily indicative of the results to be expected for the full fiscal year. Unless otherwise noted, references to 2002 and 2003 refer to the periods ended September 30, 2001 and 2002, respectively.





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





Certain prior period balances have been
reclassified to conform to the current period presentation.





3.    CAPITAL STOCK:





Reflected below is a summary of the Companys capital stock:





Par Value

Authorized

September 30, 2001

June 30, 2002

September 30, 2002Issued:Preferred Stock

$
.01

10,000,000





Common Stock

$
.01

60,000,000

30,479,880

35,182,203

35,364,211Held in treasury:Common Stock


N/A

N/A

125,658

90,182

90,182





4.    BUSINESS ACQUISITIONS:





On December 21, 2001, the Company purchased Argosy, a leading provider of postgraduate professional education. The
Company has consolidated Argosys results of operations as of the acquisition date. The following table reports pro forma information as if the acquisition of Argosy had been completed at the beginning of the stated period (unaudited, in
thousands, except per share amounts):





Three months ended September 30,2001

2002Net revenuesAs reported

$
91,874

$
128,143Pro forma


106,528


128,143Net IncomeAs reported

$
1,983

$
2,838Pro forma


587


2,838Diluted earnings per shareAs reported

$
0.06

$
0.08Pro forma


0.02


0.08







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5.    EARNINGS PER SHARE:





Basic EPS is computed using the weighted average number of shares outstanding during the period, while diluted EPS is calculated to reflect the potential dilution related to stock options, using
the treasury stock method.





Reconciliation of diluted shares (in thousands):





Three months ended September 30,2001

2002Basic shares

30,336

35,152Dilution for stock options

1,798

1,426Diluted shares

32,134

36,578





For the quarter ended September 30, 2002, options to purchase
108,644 shares were excluded from the diluted earnings per share calculation because of their antidilutive effect (due to the exercise price of such options exceeding the average market price for the period).





6.    COMPREHENSIVE INCOME:





Comprehensive income consisted of the following (in thousands):





Three months ended September 30,2001

2002Net income

$
1,983

$
2,838Other comprehensive income:Foreign currency translation





(289
)Comprehensive income

$
1,983


2,549





Accumulated other comprehensive income represents only the foreign
currency translation adjustment of approximately $69,000 as of September 30, 2002.





7.    SEGMENT REPORTING:





The Companys principal business is providing post-secondary education. The services of EDMCs
operations are discussed in more detail under Note 1, Nature of Operations. In accordance with SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information (SFAS 131), EDMC manages its
business according to two segments: The Art Institutes and Argosy. Effective for fiscal 2003, ITI, Information Technology Institute Incorporated (ITI) is combining locations with Art Institute facilities and is now reported within the
Art Institutes d ivision. The Company did not own Argosy or ITI for the comparable prior period.





These segments
are based upon the method by which management makes operating decisions and assesses performance. Corporate information is included where it is needed to reconcile segment data to the consolidated financial statements.





Summary information by reportable segment is as follows (in thousands):





Three months ended September 30,2001

2002Net revenueArt Institutes

$
91,874

$
110,606Argosy





17,537$
91,874

$
128,143Income before interest and taxesArt Institutes

$
3,709

$
6,532Argosy





(1,644
)$
3,709

$
4,888





As of September 30,2001

2002Total assetsArt Institutes

$
270,453

$
281,343Argosy





138,275270,453


419,618Corporate


28,629


82,822Consolidated

$
299,082

$
502,440




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8.    INTANGIBLE ASSETS:





In the first quarter of fiscal 2002, the Company adopted SFAS No. 142, Goodwill and Other Intangible Assets (SFAS
142), under which goodwill is no longer amortized. As required by SFAS 142, an independent appraisal company evaluated the intangible assets for impairment as of July 1, 2001 and no impairment existed. In addition, the Company evaluates the
intangible assets for impairment annually (or more frequently, if needed), with any resulting impairment reflected as an operating expense.





Amortization of intangible assets for the three months ended September 30, 2002 was approximately $965,000. Estimated amortization expense for amortized intangible assets for the next five fiscal years
ending June 30 is as follows:





Fiscal years

(in thousands)2003 (remainder)

2,9812004

3,6142005

3,4752006

2,5032007

1,907





Intangible assets consisted of the following (in thousands):





As of June 30, 2002


As of September 30, 2002


Weighted Average Amortization Period (years)Gross Carrying Amount

Accumulated Amortization


Gross Carrying Amount

Accumulated AmortizationCurriculum

$
7,567

$
(1,645
)

$
7,861

$
(1,961
)

6Accreditation


3,486


(433
)


3,486


(504
)

12Bachelors program


1,100


(125
)


1,100


(144
)

15Student contracts and applications


6,929


(1,322
)


6,929


(1,799
)

3Software


256


(55
)


252


(75
)

3Title IV


750


(30
)


750


(42
)

16Tradename


500






500





IndefiniteOther


2,768


(1,117
)


2,768


(1,169
)

13Total

$
23,356

$
(4,727
)

$
23,646

$
(5,692
)

6





The only change in the carrying amount of goodwill of $131,080 for
the three months ended September 30, 2002 was a decrease of approximately $229,000 in the Art Institutes segment, due to the foreign currency translation adjustment.





9.    SUBSEQUENT EVENTS:





Subsequent to September 30, 2002, the following acquisitions occurred:





On October 3, 2002,
the Company acquired the Center for Digital Imaging and Sound (CDIS) in Burnaby, British Columbia, Canada.





On October 15, 2002, the Company purchased assets and assumed certain liabilities of the California Design College located in Los Angeles, California. This acquisition is subject to receiving certain regulatory approvals.





On November 8, 2002, the Company acquired the Institute of Digital Arts (IDA) in Richmond, British
Columbia, Canada.





These transactions are accounted for as purchases in accordance with SFAS 141, Business
Combinations. These entities were purchased for $25.8 million in the aggregate. CDIS and IDA will provide EDMC with a strong base for the addition of Art Institute programs in Vancouver. The purchase of the California Design College will allow
EDMC to expand on its current base of students in the Los Angeles area.




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ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND


FINANCIAL CONDITION





This Quarterly Report on Form 10-Q contains statements that may be forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of
1995. Those statements can be identified by the use of forward-looking terminology such as believes, estimates, anticipates, continues, contemplates, expects, may,
will, could, should or would or the negatives thereof. Those statements are based on the intent, belief or expectation of the Company as of the date of this Quarterly Report. Any such forward-looking
statements are not guarantees of future performance and may involve risks and uncertainties that are outside the control of the Company. Actual results may vary materially from the forward-looking statements contained herein as a result of changes
in United States and Canada or international economic conditions, governmental regulations and other factors. The Company expressly disclaims any obligation or understanding to release publicly any updates or revisions to any forward-looking
statement contained herein to reflect any change in the Companys expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The following discussion of the Companys results
of operations and financial condition should be read in conjunction with the interim unaudited condensed consolidated financial statements of the Company and the notes thereto, included herein. Unless otherwise noted, references to 2002 and 2003 are
to the periods ended September 30, 2001 and 2002, respectively.





Critical Accounting Policies





In preparing the Companys financial statements in conformity with accounting principles generally accepted in the United States,
judgements and estimates are made about the amounts reflected in the financial statements. As part of the financial reporting process, the Companys management collaborates to determine the necessary information on which to base judgements and
develop estimates used to prepare the financial statements. Historical experience and available information are used to make these judgements and estimates. However, different amounts could be reported using different assumptions and in light of
different facts and circumstances. Therefore, actual amounts could differ from the estimates reflected in the financial statements.





The Company believes that the following critical accounting policies affect the more significant judgements and estimates used in the preparation of the financial statements:





Revenue Recognition and Receivables





The Companys net revenues consist of tuition and fees, student housing charges and bookstore and restaurant sales. Net revenues are reduced for student refunds and scholarships. Bookstore and
restaurant revenue is recognized when the sale occurs. Advance payments represent that portion of payments received but not earned and are reflected as a current liability in the accompanying consolidated balance sheets. These payments are typically
related to future academic periods and are for the most part, refundable.





The Company bills tuition and housing
revenues at the beginning of an academic term and recognizes the revenue on a pro rata basis over the term of instruction or occupancy. For most Art Institute programs, the academic and fiscal quarters are the same; therefore, unearned revenue is
not significant at the end of a fiscal quarter. However, certain recently-acquired schools have programs with class starting and ending dates that differ from the Companys fiscal quarters. Therefore, at the end of the fiscal quarter, the
Company has revenue from these programs that has not yet been earned in accordance with the Securities and Exchange Commissions Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements. Unearned tuition
revenue of approximately $6.3 million and $5.2 million, related to programs not on the Art Institutes quarterly academic calendar, is included with advanced payments and deferred tuition in the accompanying condensed consolidated balance
sheets as of September 2001 and 2002, respectively.





Argosys academic programs follow a semester schedule
and several programs were in session as of September 30, 2002. Accordingly, unearned revenue of approximately $21.0 million related to Argosy is included with advanced payments and deferred tuition in the accompanying condensed consolidated balance
sheet.





Refunds are calculated in accordance with federal, state and accrediting agency standards.





The trade receivable balances are comprised of individually insignificant amounts due primarily from students throughout the
United States and Canada. The Company determines its allowance for doubtful accounts by categorizing gross receivables based upon the enrollment status of the student (in-school, out-of-school, summer leave of absence and balances in collection) and
establishes a reserve based on the likelihood of collections (in-school receivables having the lowest percentage reserved).




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Use of Estimates





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





Long-Lived Assets





The Company evaluates the recoverability of property, plant and equipment and intangible assets other than goodwill whenever events or changes in circumstances indicate the
carrying amount of any such assets may not be fully recoverable. Changes in circumstances include economic conditions or operating performance. The Companys evaluation is based upon assumptions about the estimated future undiscounted cash
flows. If the future cash flows are less than the carrying value, the Company would recognize an impairment loss. The Company continually applies its best judgement when performing these evaluations to determine the timing of the testing, the
undiscounted cash flows used to assess recoverability and the fair value of the asset.





The Company evaluates the
recoverability of the goodwill attributable to each reporting unit as required under SFAS No. 142, Goodwill and Other Intangible Assets, by comparing the fair value of each reporting unit with its carrying value. The Company continually
applies its best judgement when performing these evaluations to determine the financial projections used to assess the fair value of each reporting unit.





Results of Operations





Three months ended September 30, 2002 compared to the three months ended
September 30, 2001





Net revenues increased by 39.5% to $128.1 million in 2003 from $91.9 million in the first
quarter of 2002 primarily due to an increase in student enrollment of 33.7% to 32,814 from 24,550 in the prior year, accompanied by tuition increases.





Art Institute net revenues increased by 20.4% to $110.6 million in 2003 from $91.9 million in the first quarter of 2002. Total student enrollment at the Art Institutes increased 14.5% over the prior
year to 28,108 from 24,550, accompanied by a tuition increase of approximately 7% over the prior year. Enrollment at locations operated by the Art Institutes for 24 months or more increased 9.5% to 25,976 compared to 23,732 in the prior year. In
addition to growth at established locations, results for fiscal 2003 include a full quarter of revenue for International Fine Arts College (IFAC), which the Company acquired in the first quarter of the prior year.





Argosys net revenues were approximately $17.5 million for the three-month period ended September 30, 2002. Argosys
enrollment for this period was 4,706. The Company did not own Argosy in the comparable prior quarter.





Educational
services expense increased by $27.0 million, or 40.2%, to $94.1 million in 2003 from $67.1 million in 2002, due primarily to the incremental costs incurred to support higher student enrollment. These costs include employee compensation, rent and
other facility operating costs, and depreciation and amortization. Overall, educational services expense as a percentage of revenue increased 40 basis points from 73.1% in fiscal 2002 to 73.5% in 2003. Art Institutes educational services
expenses increased 18.5% to $79.8 million in 2003, as compared to $67.1 million in 2002. As a percentage of revenue, Art Institutes expenses improved 90 basis points to 72.2% in 2003 from 73.1% for the first quarter of 2002. The improvement at
the Art Institutes is attributable to reductions in costs at established locations, partially offset by increases at those Art Institutes recently acquired or opened. Argosys educational services expenses were $14.3 million for 2003,
representing approximately 81.7% of net revenues.





General and administrative expense was $28.2 million in 2003,
up 35.9% from $20.7 million in 2002. The increase over the comparable quarter in the prior year primarily reflects increases in costs related to newly-acquired entities as well as increases in marketing and admissions expenses. As a percentage of
net revenues, general and administrative expense decreased 60 basis points to 22.0% as compared to 22.6% in the first quarter of fiscal 2002. Art Institutes general and administrative expenses increased 14.3% to $23.7 million in 2003, as
compared to $20.7 million in 2002. As a percentage of revenue, Art Institutes expenses improved 120 basis points to 21.4% in 2003 from 22.6% for the first quarter of 2002. The improvement at the Art Institutes is attributable primarily to
operating leverage on marketing and admissions expenditures at established school locations and on centralized staff functions. Argosys general and administrative expenses were $4.5 million for 2003, representing approximately 25.5% of net
revenues.





Amortization of intangibles increased by $656,000 to $965,000 in 2003, as compared to $309,000 in the
first quarter of fiscal 2002. This increase results from amortization of intangibles associated with the acquisitions of IFAC, ITI, Argosy, and the amortization of ongoing curriculum development at The Art Institute Online.




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EBIT increased by $1.2 million to $4.9 million in 2003 from $3.7 million in 2002. The EBIT margin decreased to 3.8% for
the quarter as compared to 4.0% for the prior year.





Art Institute EBIT increased $2.8 million to $6.5 million for
the three months ended September 30, 2002 as compared to $3.7 million in the prior year. The Art Institute EBIT margin increased by 190 basis points to 5.9% for the quarter as compared to 4.0% for the prior year through increases in revenue and
margin improvements at the Art Institutes in both educational services and general and administrative costs. In addition, certain centralized costs are now allocated to the Argosy division. This served to improve the Art Institute EBIT margin, as
compared to the prior year.





Argosy had an operating loss of $1.6 million, including the allocated centralized
costs from EDMC, representing 9.4% of their net revenues for the three months ended September 30, 2002. The Company did not own Argosy for the comparable quarter in the prior year. Argosys net loss for the first quarter is attributed primarily
to seasonally low revenue accompanied by certain costs and expenses that do not fluctuate as significantly as revenues.





Net interest expense was $310,000 in 2003, as compared to $479,000 in 2002. The Companys outstanding borrowings were reduced significantly at the end of the second quarter of 2002 from cash received in the Companys
secondary stock offering (the Offering). Net interest expense includes, among other items, the amortization of fees paid in connection with obtaining the Companys credit agreement (the Credit Agreement) and interest
expense on mortgage indebtedness at one of the Companys schools, partially offset by interest income.





The
Companys effective tax rate was 38.0% for the first quarter of fiscal 2003, as compared to 38.6% in the comparable quarter of the prior year. The improvement in the rate as compared to the prior year is primarily due to the reduced impact of
non-deductible expenses as a percent of income before income taxes. The effective rates differed primarily due to the combined federal and state statutory rates due to expenses that are non-deductible for tax purposes.





Net income increased by $855,000 to $2.8 million in 2003 from $2.0 million in 2002. The increase is attributable to improved results from
operations at the Art Institutes, lower interest expense, and a reduced effective tax rate, partially offset by operating losses at Argosy and an increase in amortization of intangibles.





Seasonality and Other Factors Affecting Quarterly Results





The Companys quarterly revenues and income fluctuate primarily as a result of the pattern of student enrollments. The Company experiences a seasonal increase in new enrollments in the fall (fiscal year second quarter), which is
traditionally when the largest number of new students begin postsecondary education. Some students choose not to attend classes during summer months, although the Companys schools encourage year-round attendance. As a result, total student
enrollments at the Companys schools are highest in the fall quarter and lowest in the summer months (fiscal year first quarter). The Companys costs and expenses, however, do not fluctuate as significantly as revenues on a quarterly
basis. Historically, the Companys profitability has been lowest in its fiscal first quarter due to lower revenues combined with expenses incurred in preparation for the peak enrollments in the fall quarter. The Company anticipates that the
seasonal pattern in revenues and earnings will continue in the future.





Liquidity and Capital Resources





As of September 30, 2002, the Companys unrestricted cash balance was $66.0 million, a decrease of $18.5 million from $84.5 million
at June 30, 2002 and an increase of $61.4 million over September 30, 2001. Cash increased significantly compared to fiscal 2002, as a result of the Offering that occurred in November 2001. The reduction in cash of $18.5 million as compared to June
30, 2002 was primarily a result of the Companys repayment of borrowings outstanding at year-end.





The
Company generated positive cash flow from operating activities of $32.9 million for the three months ended September 30, 2002, an increase of $4.0 million over the comparable period for fiscal 2002, due primarily to increases in net income and
non-cash charges.





The Company had a working capital deficit of $4.4 million as of September 30, 2002, as compared
to $370,000 of working capital as of June 30, 2002 and a deficit of $48.7 million as of September 30, 2001. The increase in working capital over the prior year reflects the cash infusion from the Offering and cash flows from operations. Net
receivables increased $12.9 million from June 30, 2002 and $11.7 million from September 30, 2001, primarily as a result of the receivables related to the acquisitions that occurred over the past twelve months, higher student enrollment and the
corresponding revenue increases.




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The Companys Credit Agreement allows borrowings up to $150 million on a revolving basis. The Credit Agreement,
which will expire September 20, 2004, contains customary covenants that, among other matters, require the Company to meet specified financial ratios, restrict the repurchase of Common Stock and limit the incurrence of additional indebtedness. As of
September 30, 2002, the Company had no borrowings under this facility and was in compliance with all covenants under the Credit Agreement.





Borrowings under the Credit Agreement are available to the Company to finance acquisitions and fund seasonal working capital needs resulting from the seasonal pattern of cash receipts throughout the year. The level of
accounts receivable reaches a peak immediately after the billing of tuition and fees at the beginning of each academic quarter. Collection of these receivables is heaviest at the start of each academic quarter. Additionally, Title IV proceeds for
continuing students can be received up to ten days prior to the start of an academic quarter. For most of the Companys Art Institute schools, the academic and financial quarters coincide.





The Company believes that cash flow from operations, supplemented from time to time by borrowings under the Credit Agreement, will provide adequate funds for ongoing
operations, planned expansion to new locations, planned capital expenditures and debt service during the term of the Credit Agreement. The Company used $25.8 million of cash subsequent to September 30, 2002 (see Note 9) for the acquisition of three
new schools.





The following table describes the Companys commitments under various contracts and agreements
as of September 30, 2002 (in thousands):





Total amounts committed

Payments due by fiscal year2003 (remainder)

2004-2005

2006-2007

2008- ThereafterStandby letters of credit(1)

$
826

$


$


$     

$
Mortgage obligation


3,559


59


162

3,338


Operating leases


479,847


42,380


100,447

94,567


242,453Total commitments

$
483,406

$
42,439

$
100,609

$97,905

$
242,453


---

|(1) |  | The Company does not anticipate these letters of credit will be drawn on.
|--- |  | -------------------------------------------------------------------------




The Company anticipates its total capital spending for fiscal 2003 will increase as compared to the prior year, both in-total and as a percentage of revenue. The 2003
expenditures relate principally to the investment in schools acquired or started during the previous several years and those added in 2003, continued expansion and improvements to current facilities, new culinary arts programs, additional or
replacement school and housing facilities, classroom and administrative technology and construction of a new facility for Argosy University  Twin Cities.





The majority of the Companys facilities are leased. Future commitments on existing leases will be paid from cash provided from operating activities.





|ITEM |  | 3QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
|---- |  | -----------------------------------------------------------




The Company is exposed to market risks in the ordinary course of business that include foreign currency exchange rates. The Company does not utilize interest rate swaps,
forward or option contracts on foreign currencies or commodities, or other types of derivative financial instruments. The Company is subject to fluctuations in the value of the Canadian dollar relative to the U.S. dollar. The Company does not
believe it is subject to material risks from reasonably possible near-term change in exchange rates.





ITEM 4CONTROLS AND PROCEDURES





The Company maintains disclosure controls and
procedures designed to ensure that it is able to collect the information it is required to disclose in the reports it files with the Securities and Exchange Commission (SEC) and to process, summarize and disclose this information within the time
periods specified in the SECs rules. The Companys management, including the chief executive officer and chief financial officer, evaluated disclosure controls and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date). Based on that evaluation, the Company concluded that, as of the Evaluation Date, the Companys disclosure controls and procedures are effective in alerting them on a timely basis to material
information relating to the Company (including its consolidated subsidiaries) required to be included in the Companys periodic filings with the SEC.





Since the Evaluation Date, there have not been any significant changes in the Companys internal controls or in other factors that could significantly affect such controls.




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##### Table of Contents

PART II





ITEM 1
LEGAL PROCEEDINGS





Not Applicable





ITEM 2
CHANGES IN SECURITIES





Not Applicable





ITEM 3
DEFAULTS UPON SENIOR SECURITIES





Not Applicable





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





Not Applicable





ITEM 5
OTHER INFORMATION





Not Applicable





ITEM 6
EXHIBITS AND REPORTS ON FORM 8-K





(a)    Exhibits:





| | (15.1) |  | Independent Accountants Review Report
| | ------ |  | --------------------------------------




| | (99.1) |  | Certifications Pursuant to 18 U.S.C. Section 1350
| | ------ |  | -------------------------------------------------




| | (99.2) |  | Statement regarding Western State University College of Law (incorporated by reference to Exhibit 99 to the
| | ------ |  | -----------------------------------------------------------------------------------------------------------

Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).





(b)    Reports on Form 8-K:





No reports on Form 8-K were filed for the three months ended September 30, 2002.




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##### Table of Contents

SIGNATURES





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





EDUCATION MANAGEMENT CORPORATION


(Registrant)





Date:  November 13, 2002


/s/    ROBERT B. KNUTSONRobert B. Knutson Chairman and Chief Executive Officer





/s/    ROBERT T. MCDOWELLRobert T. McDowell Executive Vice President and Chief Financial Officer




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##### Table of Contents




CERTIFICATIONS





I, Robert B. Knutson, certify that:





1.    I have reviewed this quarterly report on Form 10-Q of Education Management Corporation;





2.    Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;





3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;





4.    The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:





| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------




5.    The registrants other certifying officer and
I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):





| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------




6.    The registrants other certifying officer and I have indicated
in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.





Date: November 13, 2002


/s/    ROBERT B. KNUTSONRobert B. Knutson Chairman and Chief Executive Officer




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##### Table of Contents

I, Robert T. McDowell, certify that:





1.    I have reviewed this quarterly report on Form 10-Q of Education Management Corporation;





2.    Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;





3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;





4.    The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:





| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------




5.    The registrants other certifying officer and
I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):





| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------




6.    The registrants other certifying officer and I have indicated
in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.





Date:  November 13, 2002

/s/ ROBERT T. MCDOWELLRobert T. McDowellExecutive Vice President and Chief Financial Officer




16