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)

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PART I—		FINANCIAL INFORMATION
		ITEM 1—CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)				3-8
		ITEM 2—MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION				9-12
		ITEM 3—QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK				12
		ITEM 4—CONTROLS AND PROCEDURES				12
PART II—		OTHER INFORMATION
		ITEM 1—LEGAL PROCEEDINGS				13
		ITEM 2—CHANGES IN SECURITIES				13
		ITEM 3—DEFAULTS UPON SENIOR SECURITIES				13
		ITEM 4—SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS				13
		ITEM 5—OTHER INFORMATION				13
		ITEM 6—EXHIBITS AND REPORTS ON FORM 8-K				13
SIGNATURES						14
CERTIFICATIONS BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER						15-16

		September 30, 2001				June 30, 2002				September 30, 2002
		(unaudited)								(unaudited)
Assets
Current assets:
Cash and cash equivalents		$	4,604			$	84,477			$	66,010
Restricted cash			2,370				1,756				2,428
Total cash			6,974				86,233				68,438
Receivables, net			31,606				30,378				43,298
Inventories			5,248				3,932				6,261
Deferred and prepaid income taxes			4,946				12,847				12,847
Other current assets			9,081				6,652				8,344
Total current assets			57,855				140,042				139,188
Property and equipment, net			158,564				191,698				203,370
Deferred income taxes and other long-term assets			14,170				10,977				10,848
Intangible assets, net of amortization			68,493				149,938				149,034
Total assets		$	299,082			$	492,655			$	502,440
Liabilities and shareholders’ investment
Current liabilities:
Current portion of long-term debt		$	47			$	25,076			$	77
Accounts payable			16,575				17,550				11,565
Accrued liabilities			15,836				26,458				22,564
Advance payments and deferred tuition			74,129				70,588				109,423
Total current liabilities			106,587				139,672				143,629
Long-term debt, less current portion			29,360				3,500				3,480
Deferred income taxes and other long-term liabilities			61				2,906				2,887
Shareholders’ investment:
Common stock			305				352				354
Additional paid-in capital			108,092				250,271				253,587
Treasury stock, at cost			(2,083	)			(1,495	)			(1,495	)
Retained earnings			56,760				97,091				99,929
Accumulated other comprehensive income			—				358				69
Total shareholders’ investment			163,074				346,577				352,444
Total liabilities and shareholders’ investment		$	299,082			$	492,655			$	502,440

		Three months ended September 30,
		2001			2002
Net revenues		$	91,874		$	128,143
Costs and expenses:
Educational services			67,132			94,130
General and administrative			20,724			28,160
Amortization of intangible assets			309			965
			88,165			123,255
Income before interest and taxes			3,709			4,888
Interest expense, net			479			310
Income before income taxes			3,230			4,578
Provision for income taxes			1,247			1,740
Net income		$	1,983		$	2,838
Earnings per share:
Basic		$	.07		$	.08
Diluted		$	.06		$	.08
Weighted average number of shares outstanding (000’s):
Basic			30,336			35,152
Diluted			32,134			36,578

		Three months ended September 30,
		2001				2002
Cash flows from operating activities:
Net income		$	1,983			$	2,838
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization			6,853				9,250
Changes 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				3,492
Accrued liabilities			1,313				(3,894	)
Advance payments and deferred tuition			21,681				38,835
Total adjustments			26,901				30,070
Net cash flows from operating activities			28,884				32,908
Cash 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				3,318
Net 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				84,477
Cash and cash equivalents, end of period		$	4,604			$	66,010
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest		$	469				213
Income taxes			152				22