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) May 5, 2004

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 May 5, 2004, Learning Tree issued a press release setting forth its results for the quarter and six months ended April 2, 2004. A copy of the press release is attached hereto as Exhibit 99 and incorporated herein by reference.

Exhibit Index

99 Press release dated May 5, 2004

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.

	LEARNING TREE INTERNATIONAL, INC.
Dated: May 5, 2004	By:	/s/    NICHOLAS R. SCHACHT
		Nicholas R. Schacht President

EX-99

Exhibit 99

Company Contact:

Mary C. Adams, Chief Administrative Officer

310-342-2229

madams@learningtree.com

LEARNING TREE ANNOUNCES SECOND QUARTER RESULTS

LOS ANGELES, CA—May 5, 2004—Learning Tree International, Inc. (NASDAQ NM: LTRE) announced today revenues and earnings for the second quarter and first six months of its 2004 fiscal year.

Revenues for the quarter ended April 2, 2004 were $35.7 million compared with $35.1 million for the same quarter of the prior year. Loss from operations for the quarter was $4.3 million compared with a loss of $1.6 million for the same quarter of the prior year. Net loss for the quarter was $2.1 million compared to a loss of $0.6 million for the same quarter of the prior year. Net loss per diluted share for the second quarter was $0.12 compared with a loss of $0.03 for the same quarter of the prior year.

Revenues for the six months ended April 2, 2004 were $75.6 million compared with $76.8 million for the same period of the prior year. Loss from operations for the six months of $1.1 million compares with income from operations of $3.0 million for the same period of the prior year. Net income for the six months was $0.3 million compared with net income of $2.8 million for the same period of the prior year. Net income per diluted share for the first six months ended April 2, 2004 was $0.02 compared with net income per diluted share of $0.16 for the same period of the prior year.

“While we are pleased that our revenue in the second fiscal quarter somewhat exceeded our projections, we are working diligently to improve our operating margins,” commented Dr. David C. Collins, Learning Tree’s Chairman and CEO. “Looking forward, Learning Tree’s strong global brand, operational strengths and financial resources position us to respond both to the current business environment and to future opportunities when they develop.”

Learning Tree International is a leading worldwide provider of vendor-independent education and training to 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, applied management, project management and key business skills. The Company also tests and certifies technology and business professionals, and Learning Tree courses are recommended for college credit by the American Council on Education. 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 (1-800-843-8733), or visit our Web site at: http://www.learningtree.com.

Except for historical information contained herein, the matters addressed in this press release are forward-looking statements. Please do not put undue reliance on these forward-looking statements, since they are based on key assumptions about future risks and uncertainties. Although Learning Tree International, Inc. (“Learning Tree”) believes that its assumptions are reasonable; inevitably some will prove to be incorrect. As a result, Learning Tree’s actual future results can be expected to differ from those in the discussion that follows, and those differences may be material. Learning Tree is not undertaking any obligation to update forward-looking statements.

In order to help the reader assess the major risks in Learning Tree’s business, Learning Tree has identified many, but not all, of these risks in Exhibit 99.1, “Risk Factors” to Learning Tree’s Annual Report on Form 10-K (“Exhibit 99.1”). Please read that exhibit carefully. Some of the factors discussed in Exhibit 99.1 that could affect Learning Tree include risks associated with:

• The timely development, introduction, and customer acceptance of Learning Tree’s courses;

• Competition;

• International operations, including currency fluctuations;

• Changing economic and market conditions;

• Technology development and new technology introduction;

• Efficient delivery and scheduling of Learning Tree’s courses;

• Adverse weather conditions, strikes, acts of war or terrorism and other external events; and

• Attracting and retaining qualified personnel.

- tables follow -

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(all amounts in thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	(Unaudited)						(Unaudited)
	April 2, 2004			March 31, 2003			April 2, 2004			March 31, 2003
Revenues	$	35,729		$	35,062		$	75,596		$	76,821
Costs of revenues		18,475			17,452			36,882			36,340
Gross profit		17,254			17,610			38,714			40,481
Operating expenses:
Course development		2,078			2,117			4,075			4,192
Sales and marketing		13,403			11,069			23,881			21,075
General and administrative		6,046			6,031			11,811			12,227
Total operating expenses		21,527			19,217			39,767			37,494
Income (loss) from operations		(4,273	)		(1,607	)		(1,053	)		2,987
Other income (expense)		1,014			683			1,502			1,313
Income (loss) before income taxes		(3,259	)		(924	)		449			4,300
Provision (benefit) for income taxes		(1,158	)		(328	)		159			1,527
Net income (loss)	$	(2,101	)	$	(596	)	$	290		$	2,773
Earnings (loss) per common share	$	(0.12	)	$	(0.03	)	$	0.02		$	0.16
Earnings (loss) per common share assuming dilution	$	(0.12	)	$	(0.03	)	$	0.02		$	0.16

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(all amounts in thousands)

	April 2, 2004		September 30, 2003
	(Unaudited)
Cash and cash equivalents	$	81,893	$	86,711
Accounts receivable		12,240		11,779
Prepaid taxes and other expenses		9,858		10,832
Total current assets		103,991		109,322
Equipment, long-term investments and other		32,797		31,587
Total assets	$	136,788	$	140,909
Accounts payable and accrued liabilities	$	16,661	$	19,004
Deferred revenue		48,801		50,082
Total current liabilities		65,462		69,086
Other		2,660		2,843
Total liabilities		68,122		71,929
Stockholders' equity		68,666		68,980
Total liabilities and stockholders' equity	$	136,788	$	140,909