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): August 6, 2013

__________________________________

Learning Tree International, Inc.

(Exact Name of Registrant as Specified in Charter)

_________________________________

Delaware	0-27248	95-3133814
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	1831 Michael Faraday Drive
	Reston, Virginia 20190
	(Address of principal executive offices)
	(703) 709-9119
	(Registrant’s Telephone Number)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On August 6, 2013, Learning Tree International, Inc. (the Company) issued a press release setting forth its results for its third quarter of fiscal year 2013, which ended June 28, 2013. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished under Item 2.02 and Item 9.01 of this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Company under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

On August 6, 2013 the Company will hold an earnings conference call to discuss the Results of Operations and Financial Condition for its third quarter of fiscal 2013 and to provide an outlook for the fourth quarter of fiscal 2013 at 4:30 PM (EDT). Interested parties are invited to listen to this conference call by accessing the webcast live on the Company’s website www.learningtree.com/investor. The question and answer session will also be available on the Company’s website for replay.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press release dated August 6, 2013.

SIGNATURES

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

Date: August 6, 2013	LEARNING TREE INTERNATIONAL, INC.
	By:	/s/ MAX SHEVITZ
		Max Shevitz
		President

EX-99

 

Exhibit 99.1  

Contact: Max Shevitz	FOR IMMEDIATE RELEASE
President
Tel: 703/925-5590
Email: max_shevitz@learningtree.com

LEARNING TREE INTERNATIONAL ANNOUNCES THIRD QUARTER FY 2013 RESULTS

RESTON, Va., August 6, 2013 – Learning Tree International (NASDAQ: LTRE) announced today its revenues and results of operations for its third quarter of fiscal year 2013, which ended June 28, 2013.

In its third quarter of fiscal year 2013, Learning Tree reported revenues of $29.0 million, loss from operations of $1.0 million, and net loss of $1.1 million, or $0.08 per share. These results compare with revenues of $33.0 million, loss from operations of $2.1 million, and net loss of $6.8 million, or $0.50 per share in its third quarter of fiscal year 2012.

“While we are beginning to realize the benefits of our commitment to further improve the quality of the service and products that we provide to our customers, sequestration and weak European economies continue to adversely impact our financial results,” said Learning Tree President Max Shevitz. “We have been through these interruptions in government spending several times over our 39 year history and believe we have the experience to successfully manage the business through this latest period of uncertainty in government and government-contractor spending that has resulted from sequestration.”

Webcast

An investor conference call to discuss third quarter fiscal year 2013 results is scheduled for 4:30 p.m. (ET) August 6, 2013. Interested parties may access the conference call via live webcast at: www.learningtree.com/investor. The webcast will also be available for replay at: www.learningtree.com/investor.

About Learning Tree International

Established in 1974, Learning Tree International is a global provider of hands-on IT and management training. Learning Tree develops, markets, and delivers a broad, proprietary library of instructor-led courses focused on: web development, IT security, project management, operating systems, databases, networking, software development, leadership, and management and business skills. Courses are offered at Learning Tree Education Centers and training locations around the world, on-site at client facilities, or via the Internet with Learning Tree AnyWare™, the company’s web-based, remote-attendance platform. For more information about Learning Tree products and services, call 1-888-THE-TREE (1-888-843-8733), or visit the Learning Tree Web site at www.learningtree.com.

Cautionary Statement Regarding Forward Looking Statements

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 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 this release, 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 Item 1A, “Risk Factors” in Learning Tree's Annual Report on Form 10-K (“Item 1A”). Please read Item 1A carefully. Some of the factors discussed in Item 1A that could affect Learning Tree include the following: 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.

# # #

Release Summary: Learning Tree International announced today its revenues and results of operations for its third quarter of fiscal year 2013, which ended June 28, 2013.

1-888-THE-TREE (843-8733) | www.learningtree.com

 Table 1

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(all amounts in thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Nine Months Ended
	June 28,			June 29,			June 28,			June 29,
	2013			2012			2013			2012
Revenues	$	28,958		$	33,041		$	89,181		$	96,958
Cost of revenues		16,141			15,642			47,421			45,834
Gross profit		12,817			17,399			41,760			51,124
Operating expenses:
Course development		1,998			2,165			6,029			6,356
Sales and marketing		6,764			9,707			21,881			25,577
General and administrative		5,043			7,652			20,037			22,009
Total operating expenses		13,805			19,524			47,947			53,942
Loss from operations		(988	)		(2,125	)		(6,187	)		(2,818	)
Other income (expense), net		32			309			219			164
Loss before income taxes		(956	)		(1,816	)		(5,968	)		(2,654	)
Provision (benefit) for income tax		123			4,962			542			4,408
Net loss	$	(1,079	)	$	(6,778	)	$	(6,510	)	$	(7,062	)
Loss per share--diluted	$	(0.08	)	$	(0.50	)	$	(0.49	)	$	(0.52	)

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(all amounts in thousands)

	June 28,		September 28,
	2013		2012
	(unaudited)
Cash and cash equivalents	$	27,071	$	25,784
Available for sale securities		-		6,131
Trade accounts receivable, net		13,911		16,831
Prepaid expenses and other		6,305		8,552
Total current assets		47,287		57,298
Depreciable assets, net and other		22,779		31,748
Total assets	$	70,066	$	89,046
Accounts payable and accrued liabilities	$	15,207	$	20,264
Deferred revenues		29,456		31,899
Total current liabilities		44,663		52,163
Other		8,302		12,377
Total liabilities		52,965		64,540
Stockholders' equity		17,101		24,506
Total liabilities and stockholders' equity	$	70,066	$	89,046