8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 20, 2003

Learning Tree International, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	0-27248	95-3133814
(State or other jurisdiction of incorporation or organization)	Commission file number	(I.R.S. Employer identification No.)

6053 West Century Boulevard, Los Angeles, CA 90045

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code     (310) 417-9700

Item 9.    Regulation FD Disclosure

The following information is furnished pursuant to Item 9, “Regulation FD Disclosure” and Item 12, “Disclosure of Results of Operations and Financial Condition.”

On November 20, 2003, Learning Tree International, Inc. issued a press release setting forth its results for the quarter and fiscal year ended September 30, 2003. A copy of the press release is attached hereto as Exhibit 99 and incorporated herein by reference.

Exhibit Index

99 Press release dated November 20, 2003

SIGNATURES

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

Dated: November 20, 2003	LEARNING TREE INTERNATIONAL, INC.
	By:	/s/    GARY R. WRIGHT
		Gary R. Wright Chief Financial Officer and Secretary

.

EX-99

                                                     Company Contact:

                                                     Mary C. Adams, Chief

                                                     Administrative Officer

                                                     310-342-2229

                                                     maryadams@learningtree.com

LEARNING TREE ANNOUNCES REVENUES AND EARNINGS

FOR ITS FOURTH QUARTER AND FISCAL YEAR

LOS ANGELES, CA—November 20, 2003—Learning Tree International, Inc. (NASDAQ NM: LTRE) announced today revenues and earnings for its fourth quarter and fiscal year ended September 30, 2003.

Revenues for the quarter ended September 30, 2003 were $36.0 million compared with $41.3 million for the same quarter of the prior year. Income from operations for the quarter was $0.8 million compared with $1.7 million for the same quarter of the prior year. Net income for the quarter was $1.4 million compared to $1.3 million for the same quarter of the prior year. Net income per diluted share for the fourth quarter was $0.08 compared with $0.07 for the same quarter of the prior year.

Revenues for Learning Tree’s fiscal year ended September 30, 2003 were $151.9 million compared with $174.2 million for the fiscal year ended September 30, 2002. Income from operations for the fiscal year ended September 30, 2003 was $4.8 million compared with $9.8 million for the prior year. Net income for the fiscal year ended September 30, 2003 was $5.2 million compared with $7.9 million for the prior year. Net income per diluted share for the fiscal year ended September 30, 2003 was $0.30 compared with $0.42 for the prior year.

Learning Tree also announced that, consistent with its previously announced plan, Chief Operating Officer Nicholas R. Schacht has been elected President and Chief Operating Officer, and Eric R. Garen has assumed the post of Vice Chairman of the Board.

Learning Tree International is a leading worldwide provider of vendor independent education and training to information technology professionals and managers in business and government organizations. The Company develops, markets and delivers a broad, proprietary library of instructor-led courses focused on Web development, operating systems, programming languages, databases, computer networks, computer and network security, object-oriented technology, management and key business skills. The Company also tests and certifies IT professionals, and Learning Tree courses are recommended for college credit by the American Council on Education and are accepted for college credit at the University of Phoenix. In addition, Learning Tree is on the National Association of State Boards of Accountancy National Registry of CPE sponsors and is a Registered Education Provider of the Project Management Institute (PMI). For more information about Learning Tree products and services, call 1-800-THE-TREE, or visit us on the World Wide Web at: http://www.learningtree.com.

Except for historical information contained herein, the matters addressed in this press release are “forward-looking statements.” All plans, projections, and future estimates are forward-looking statements, which in some, but not all, cases, are identified by words such as “anticipate,” “estimate,” “project,” “believe,” “expect” and similar expressions. Please do not put undue reliance on forward-looking statements. Forward-looking statements are based on certain factors and assumptions about future risks and uncertainties. Many, but not all, of these factors and assumptions are identified in Exhibit 99, “Risk Factors” to Learning Tree International, Inc.’s Annual Report on Form 10-K (“Exhibit 99”). Although Learning Tree believes that the assumptions are reasonable, it is likely that at least some of the forward looking statements will not come true. Accordingly, Learning Tree’s actual results will differ from those suggested by any forward-looking statement, and those differences could be material. Factors that could cause or contribute to such differences include, among others, those factors included in Exhibit 99 as well as those discussed in other places in Learning Tree’s filings with the Securities and Exchange Commission. For example, actual results could differ materially from those projected as a result of Learning Tree’s dependence on the timely development, introduction and customer acceptance of courses and products; risks in technology development and introduction; risks associated with the introduction of e-learning by Learning Tree’s competitors; the impact of competition and pricing pressures; Learning Tree’s ability to attract and retain key management and other personnel; risks associated with international operations, including currency fluctuations; the effect of changing economic conditions; Learning Tree’s ability to maintain its current operating margins; the effect of adverse weather conditions, strikes, acts of war or terrorism, and other external events. Should one or more of these risks, or any other risk, materialize, or should one or more of the underlying assumptions prove to be incorrect, Learning Tree’s actual results may vary materially from those anticipated, estimated, expected or projected. In light of the risks and uncertainties, there can be no assurance that any forward-looking information will in fact prove to be correct. Learning Tree does not undertake any obligation to update forward-looking statements.

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LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(all amounts in thousands, except per share amounts)

	Three Months Ended September 30					Fiscal Year Ended September 30
	(Unaudited)
	2003			2002		2003		2002
Revenues	$	35,977		$	41,321	$	151,897	$	174,161
Cost of revenues		17,094			19,931		72,389		79,392
Gross profit		18,883			21,390		79,508		94,769
Operating expenses:
Course development		1,849			2,223		7,897		9,319
Sales and marketing		11,163			11,299		43,781		50,251
General and administrative		5,120			6,148		23,014		25,426
Total operating expenses		18,132			19,670		74,692		84,996
Income from operations		751			1,720		4,816		9,773
Other income (expense)		527			364		2,315		2,467
Income before provision for income taxes		1,278			2,084		7,131		12,240
Provision (benefit) for income taxes		(108	)		740		1,970		4,345
Net income	$	1,386		$	1,344	$	5,161	$	7,895
Earnings per common share	$	0.08		$	0.07	$	0.30	$	0.42
Earnings per common share assuming dilution	$	0.08		$	0.07	$	0.30	$	0.42

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(all amounts in thousands)

	September 30, 2003		September 30, 2002
Cash, cash equivalents and short-term investments	$	86,711	$	96,897
Accounts receivable		11,779		11,522
Prepaid taxes and other expenses		10,832		11,992
Total current assets		109,322		120,411
Equipment, long-term investments and other		31,587		33,607
Total assets	$	140,909	$	154,018
Accounts payable and accrued liabilities	$	19,004	$	18,688
Deferred revenue		50,082		55,868
Total current liabilities		69,086		74,556
Other		2,843		2,732
Total liabilities		71,929		77,288
Stockholders’ equity		68,980		76,730
Total liabilities and stockholders’ equity	$	140,909	$	154,018

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