LEARNING TREE INTERNATIONAL, INC. (Form: 10-Q, Received: 05/10/2016 16:18:06)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 1, 2016

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 0-27248

Learning Tree International, Inc.

(Exact name of registrant as specified in its charter)


Delaware	95-3133814
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

13650 Dulles Technology Drive Herndon , VA	201 71
(Address of principal executive offices)	(Zip Code)

703-709-9119

(Registrant’s telephone number, including area code)

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 ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐		Accelerated filer	☐

Non-accelerated filer	☐	(do not check if smaller reporting company)	Smaller reporting company	☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

The number of shares of common stock, $.0001 par value, outstanding as of May 4, 2015 was 13,224,349.

LEARNING TREE INTERNATIONAL, INC.

FORM 10-Q April 1, 2016

TABLE OF CONTENTS

		Page

	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets as of April 1, 2016 (unaudited) and October 2, 2015	3

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months and six months ended April 1, 2016 (unaudited) and April 3, 2015 (unaudited)	4

	Condensed Consolidated Statements of Cash Flows for the six months ended April 1, 2016 (unaudited) and April 3, 2015 (unaudited)	5

	Notes to Condensed Consolidated Financial Statements (unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17

Item 4.	Controls and Procedures	17

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	17

Item 1A.	Risk Factors	17

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17

Item 3.	Defaults Upon Senior Securities	17

Item 4.	Mine Safety Disclosures	17

Item 5.	Other Information	17

Item 6.	Exhibits	18

SIGNATURES		19

EXHIBIT INDEX		20

PART I—FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS.

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	April 1, 2016			October 2, 2015
	(unaudited)
Assets
Current Assets
Cash and cash equivalents	$	10,769		$	17,936
Trade accounts receivable, net		8,893			10,475
Income tax receivable		344			498
Prepaid expenses		3,095			2,773
Other current assets		2,116			1,747
Total current assets		25,217			33,429
Equipment, Property and Leasehold Improvements:
Education and office equipment		32,194			33,165
Transportation equipment		67			70
Property and leasehold improvements		18,583			17,931
		50,844			51,166
Less: accumulated depreciation and amortization		(44,458	)		(45,096	)
		6,386			6,070
Restricted interest-bearing investments		3,132			3,265
Deferred income taxes		457			476
Other assets		639			681
Total assets	$	35,831		$	43,921

Liabilities and Stockholders' (Deficit) Equity
Current Liabilities
Trade accounts payable	$	5,466		$	6,744
Deferred revenues		22,912			22,909
Accrued payroll, benefits and related taxes		2,664			2,865
Other accrued liabilities		1,033			1,225
Income taxes payable		9			174
Current portion of deferred facilities rent and other		963			1,401
Total current liabilities		33,047			35,318
Asset retirement obligations		1,533			1,669
Deferred income taxes		138			134
Deferred facilities rent and other		4,556			2,575
Noncurrent tax liabilities		1,205			1,178
Total liabilities		40,479			40,874
COMMITMENTS AND CONTINGENCIES
Stockholders' (Deficit) Equity
Preferred stock, $.0001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding		0			0
Common stock, $.0001 par value; 75,000,000 shares authorized; 13,224,349 and 13,224,349 issued and outstanding, respectively		1			1
Additional paid-in capital		6,307			6,224
Accumulated other comprehensive loss		(706	)		(578	)
Retained earnings		(10,250	)		(2,600	)
Total stockholders' (deficit) equity		(4,648	)		3,047
Total liabilities and stockholders' (deficit) equity	$	35,831		$	43,921

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

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except per share data)

Unaudited

	Three months ended						Six months ended
	April 1, 2016			April 3, 2015			April 1, 2016			April 3, 2015
Revenues	$	18,688		$	22,152		$	38,819		$	46,552
Cost of revenues		12,659			13,962			24,513			27,688
Gross profit		6,029			8,190			14,306			18,864
Operating expenses:
Course development		1,322			2,111			2,636			3,820
Sales and marketing		4,890			6,080			9,509			11,612
General and administrative		5,044			4,991			9,658			9,855
		11,256			13,182			21,803			25,287
Loss from operations		(5,227	)		(4,992	)		(7,497	)		(6,423	)
Other income (expense):
Interest income, net		6			5			15			11
Foreign exchange gains (losses)		(58	)		173			10			388
Other, net		(33	)		(12	)		(34	)		(12	)
		(85	)		166			(9	)		387

Loss from continuing operations before provision for income taxes		(5,312	)		(4,826	)		(7,506	)		(6,036	)
Provision for income taxes		59			52			144			210
Loss from continuing operations	$	(5,371	)	$	(4,878	)	$	(7,650	)	$	(6,246	)

Discontinued operations (Note 11)
Loss from discontinued operations, net of tax	$	0		$	(482	)	$	0		$	(264	)
Loss on disposal of discontinued segment		0			(2,501	)		0			(2,501	)
Loss from discontinued operations, net of tax	$	0		$	(2,983	)	$	0		$	(2,765	)

Net loss	$	(5,371	)	$	(7,861	)	$	(7,650	)	$	(9,011	)

Loss per share basic and diluted:
Continuing operations	$	(0.41	)	$	(0.37	)	$	(0.58	)	$	(0.47	)
Discontinued operations		0			(0.23	)		0			(0.21	)
Basic and diluted loss per share	$	(0.41	)	$	(0.60	)	$	(0.58	)	$	(0.68	)
Weighted average shares outstanding:
Weighted average shares - basic		13,224			13,224			13,224			13,224
Weighted average shares - diluted		13,224			13,224			13,224			13,224
Comprehensive loss:
Net loss	$	(5,371	)	$	(7,861	)	$	(7,650	)	$	(9,011	)
Foreign currency translation adjustments		84			173			(128	)		(344	)
Comprehensive loss	$	(5,287	)	$	(7,688	)	$	(7,778	)	$	(9,355	)

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

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Unaudited

	Six months ended
	April 1, 2016			April 3, 2015
Cash flows - operating activities
Net Loss	$	(7,650	)	$	(9,011	)
Add: Loss on sale of France Unit		0			2,501
Loss from discontinued operations, net of tax		0			264
Loss from continuing operations		(7,650	)		(6,246	)
Adjustments to reconcile net loss from continuing operations to net cash used in continuing operating activities:
Depreciation and amortization		1,491			2,360
Share-based compensation		83			12
Deferred income taxes		0			98
Provision for doubtful accounts		68			61
Accretion on asset retirement obligations		40			40
(Gain) loss on disposal of equipment, property and leasehold improvements		(2	)		2
Unrealized foreign exchange loss (gains)		3			(358	)
Settlement of asset retirement obligation		(106	)		0
Changes in operating assets and liabilities:
Trade accounts receivable		1,475			4,028
Prepaid expenses and other assets		(756	)		(521	)
Income tax receivable / payable		5			(119	)
Trade accounts payable		(1,224	)		353
Deferred revenues		234			(2,232	)
Deferred facilities rent and other		349			(771	)
Other accrued liabilities		(415	)		(1,575	)
Net cash used in operating activities of continuing operations		(6,405	)		(4,868	)
Net cash used in operating activities of discontinued operations		0			(206	)
Net cash used in operating activities		(6,405	)		(5,074	)
Cash flows - investing activities:
Purchases of equipment, property and leasehold improvements		(716	)		(2,159	)
Proceeds from sale of equipment, property and leasehold improvements		2			0
Net cash used in investing activities of continuing operations		(714	)		(2,159	)
Net cash used in investing activities of discontinued operations		0			(745	)
Net cash used in investing activities		(714	)		(2,904	)
Effects of exchange rate changes on cash and cash equivalents of continuing operations		(48	)		(524	)
Effects of exchange rate changes on cash and cash equivalents of discontinued operations		0			(246	)
Effects of exchange rate changes on cash and cash equivalents		(48	)		(770	)
Net change in cash and cash equivalents of discontinued operations		0			1,197
Net decrease in cash and cash equivalents		(7,167	)		(7,551	)
Cash and cash equivalents at the beginning of the period		17,936			29,881
Cash and cash equivalents at the end of the period	$	10,769		$	22,330

Supplemental non-cash disclosures:
Non-cash leasehold improvements	$	1,221		$	0

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

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(tables in thousands, except per share data)

Unaudited

NOTE 1—BASIS OF PRESENTATION

The accompanying unaudited interim condensed consolidated financial statements of Learning Tree International, Inc. and our subsidiaries (collectively, “Learning Tree,” “we,” “our” or “us”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and, therefore, omit or condense certain note disclosures and other information required by accounting principles generally accepted in the United States of America for complete financial statements. These financial statements should therefore be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended October 2, 2015.

We use the 52/53-week fiscal year method to better align our external financial reporting with the manner in which we operate our business. Under this method, each fiscal quarter ends on the Friday closest to the end of the calendar quarter. Accordingly, our second quarter of the current fiscal year ended on April 1, 2016 and encompassed 13 weeks, while our second quarter of the prior fiscal year ended on April 3, 2015 and also encompassed 13 weeks.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, that are only of a normal recurring nature, considered necessary to present fairly our financial position as of April 1, 2016, and our results of operations for the three months and six months ended April 1, 2016 and April 3, 2015, and our cash flows for the six months ended April 1, 2016 and April 3, 2015. Certain items in the condensed consolidated financial statements have been reclassified to conform to the current presentation.

NOTE 2—SHARE-BASED COMPENSATION

Share-based compensation expense related to grants of employee stock options and restricted stock units was less than $0.1 million for both the three months ended April 1, 2016 and April 3, 2015, and was charged in a manner consistent with the related employee salary costs. Share based compensation expense for the six month periods ended April 1, 2016 and April 3, 2015, were, in each case, also less than $0.1 million.

NOTE 3—ASSET RETIREMENT OBLIGATIONS

The following table presents the activity for the asset retirement obligations (“ARO”) liabilities from continuing operations, which are primarily related to the restoration of classroom facilities in our Learning Tree Education Centers:

	Six months ended April 1, 2016			Year ended October 2, 2015

ARO balance, beginning of period	$	1,669		$	1,656
Accretion expense		40			79
Settlement of ARO liability		(106	)		0
Foreign currency translation		(70	)		(66	)
ARO balance, end of period	$	1,533		$	1,669

NOTE 4—LOSS PER SHARE

Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding (which excludes unvested shares of our common stock granted under our 2007 Equity Incentive Plan) during the reporting period. Diluted loss per share is computed similarly to basic loss per share except that the weighted average shares outstanding are increased to include common stock equivalents, to the extent their effect is dilutive. Approximately 850,000 stock options and 250,000 stock options were excluded from the computations of diluted earnings per share for the three and six month periods ended April 1, 2016 and April 3, 2015, respectively, because their effect would have been anti-dilutive. The computations for basic and diluted earnings per share are as follows:

	Three months ended						Six months ended
	April 1, 2016			April 3, 2015			April 1, 2016			April 3, 2015
Numerator:
Loss from continuing operations	$	(5,371	)	$	(4,878	)	$	(7,650	)	$	(6,246	)
Loss from discontinued operations		0			(2,983	)		0			(2,765	)
Net loss	$	(5,371	)	$	(7,861	)	$	(7,650	)	$	(9,011	)

Denominator:
Weighted average shares outstanding
Basic		13,224			13,224			13,224			13,224
Effect of dilutive securities		0			0			0			0
Diluted	$	13,224		$	13,224		$	13,224		$	13,224

Loss per common share - basic and diluted:
Continuing operations	$	(0.41	)	$	(0.37	)	$	(0.58	)	$	(0.47	)
Discontinued operations		-			(0.23	)		-			(0.21	)
Basic and diluted loss per share	$	(0.41	)	$	(0.60	)	$	(0.58	)	$	(0.68	)

NOTE 5—INCOME TAXES

Our income tax provision for continuing operations in our second quarters of fiscal years 2016 and 2015, respectively, was $0.1 million. Our income tax provision for continuing operations for our first six months of fiscal year 2016 was $0.1 million, as compared to $0.2 million for the first six months of fiscal year 2015. Our second quarter and six months to date 2016 and 2015 provisions were comprised primarily of income tax expense for our foreign subsidiaries. The Company established a valuation allowance against deferred tax assets in the U.S. in the third quarter of fiscal year 2012 and has continued to maintain a full valuation allowance in the U.S. through the second quarter of fiscal year 2016.

NOTE 6—COMMITMENTS AND CONTINGENCIES

Contingencies

Currently, and from time to time, we are involved in litigation incidental to the conduct of our business. We are not a party to any lawsuit or legal proceeding that, in the opinion of management, is likely to have a material adverse effect on our consolidated financial position or results of operations.

NOTE 7—SEGMENT REPORTING

Our worldwide operations involve the design and delivery of instructor-led classroom training courses and related services to multinational companies and government entities. The training and education we offer is presented in a consistent manner in every country in which we operate. Our instructors present our courses in a virtually identical fashion worldwide, regardless of whether presented in leased classroom space or external facilities, the content of the class being taught or the location or method of distribution. No one commercial customer or government agency accounted for 10% or more of our revenues in the three and six month periods ended April 1, 2016 or April 3, 2015.

We conduct and manage our business globally and have reportable segments that operate in five countries: the United States, Canada, the United Kingdom, Sweden and Japan. Summarized financial information by country for the three months and six months ended April 1, 2016 and April 3, 2015 from continuing operations are as follows:

	Three months ended				Six months ended
	April 1, 2016		April 3, 2015		April 1, 2016		April 3, 2015
Revenues:
United States	$	11,130	$	12,170	$	22,965	$	25,473
Canada		2,559		2,808		4,445		5,289
North America		13,689		14,978		27,410		30,762

United Kingdom		3,884		5,249		8,864		11,953
Sweden		616		1,375		1,590		2,948
Japan		499		550		955		889
Total	$	18,688	$	22,152	$	38,819	$	46,552

Gross profit:
United States	$	3,075	$	3,544	$	7,824	$	8,748
Canada		1,275		1,345		2,081		2,805
North America		4,350		4,889		9,905		11,553

United Kingdom		1,047		1,964		2,913		4,777
Sweden		286		973		831		1,960
Japan		346		364		657		574
Total	$	6,029	$	8,190	$	14,306	$	18,864

	April 1, 2016		April 3, 2015
Total assets:
United States	$	16,980	$	26,363
Canada		3,920		4,476
North America		20,900		30,839

United Kingdom		10,205		12,439
Sweden		3,058		3,837
Japan		1,668		1,459
Total	$	35,831	$	48,574

NOTE 8—FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal market for the asset or liability, or in the absence of a principal market, the most advantageous market for the asset or liability. The fair value is measured using assumptions that market participants would use, including assumptions about nonperformance risk and credit risk.

ASC 820 establishes a fair value hierarchy for valuation inputs and prioritizes them based on the extent to which the inputs are observable in the marketplace. Categorization is based on the lowest level of input that is available and significant to the measurement. These levels are:

Level 1—Quoted prices in active markets for identical assets and liabilities.

Level 2—Observable inputs other than quoted prices in active markets, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market-corroborated inputs.

Level 3—Unobservable inputs that reflect management’s assumptions about the estimates and risks that market participants would use in pricing the asset or liability.

Non-Financial Liabilities Measured at Fair Value on a Nonrecurring Basis

We measure our ARO liabilities at fair value on a nonrecurring basis when we believe there has been an indication the fair value has changed. We did not adjust the values of those liabilities during the three months and six months ended April 1, 2016 and April 3, 2015.

NOTE 9—DEFERRED FACILITIES RENT AND OTHER

Deferred Facilities Rent and Other

The following tables show details of the following line items in our consolidated balance sheets.

Current Portion of Deferred Facilities Rent and Other

	April 1, 2016		October 2, 2015
Deferred rent	$	909	$	1,074
LA lease liability		54		327
	$	963	$	1,401

Deferred Facilities Rent and Other

April 1,

2016

October 2,

2015

Deferred rent

4,556

2,575

4,556

2,575

NOTE 10—RECENT ACCOUNTING PRONOUNCEMENTS

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, “ Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ” (“ASU 2016-09”). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. Accordingly, the standard is effective for us on September 30, 2017 and we are currently evaluating the impact that the standard will have on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842) ” (“ASU 2016-02”). The standard requires a lessee to recognize assets and liabilities on the balance sheet for leases with lease terms greater than 12 months. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. Accordingly, the standard is effective for us on September 30, 2019 using a modified retrospective approach. We are currently evaluating the impact that the standard will have on our consolidated financial statements.

In November 2015, the FASB issued ASU No. 2015-17, “ Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ” (“ASU 2015-17”). The standard requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent. ASU 2015-17 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is permitted and the standard may be applied either retrospectively or on a prospective basis to all deferred tax assets and liabilities. We do not expect to early adopt ASU 2015-17. We are currently evaluating the impact that this standard will have on our financial statements.

In May 2014, the FASB issued ASU No. 2014-09, " Revenue from Contracts with Customers (Topic 606) " ("ASU 2014-09"). The standard is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14 " Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date " ("ASU 2015-14"), which defers the effective date of ASU 2014-09 by one year to fiscal years, and interim periods wihin those years, beginning after December 15, 2017. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2017. Accordingly, the standard is effective for us on September 30, 2018 using either a full retrospective or a modified retrospective approach. We are currently evaluating which transition approach to use and the impact that the standard will have on our financial statements.

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). The standard requires management to evaluate, at each interim and annual reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued, and provide related disclosures. ASU 2014-15 is effective for reporting periods ending after December 15, 2016, with early adoption permitted. We do not expect to early adopt ASU 2014-15. We are currently evaluating the impact that this standard will have on our financial statements.

Other recent accounting pronouncements issued by the FASB (including the Emerging Issues Task Force), the American Institute of Certified Public Accountants and the SEC did not, or management believes will not, have a material impact on our present or future consolidated financial statements.

NOTE 11—DISCONTINUED OPERATIONS

On March 3, 2015, we entered into an Agreement (“Agreement”) to sell our subsidiary in France, LTRE(FR), to Educinvest for consideration of € 1 (One Euro) (“Sale Transaction”). The Sale Transaction was consummated on the same date that the Agreement was signed by the parties. The purchase price was established in recognition of the potential liabilities being assumed by Educinvest related to continuation of the LTRE(FR) business. As part of the Sale Transaction, the Company and Educinvest concurrently entered into a license agreement, dated March 3, 2015 (the “License Agreement”). After the closing of the Sale Transaction, we agreed to provide certain temporary services to Educinvest, including the use of its website and the operational systems in place for a period of two years after the closing date. In connection with the Sale Transaction, we also agreed that during the term of the License Agreement we will not, without the prior written consent of Educinvest, (i) establish a physical presence in mainland France in competition with the business of LTRE(FR) as carried on as of the closing of the Sale Transaction or (ii) solicit employees of LTRE(FR), except for persons responding to general recruitment advertisements not specifically targeting LTRE(FR).

The sale of LTRE(FR) resulted in a loss on sale of $2.5 million. This loss plus the results of operations for LTRE(FR) for the three and six months ended April 3, 2015 have been reclassified to the loss from discontinued operations line on the Condensed Consolidated Statements of Operations and Comprehensive Loss presented herein. In addition, historical Condensed Consolidated Balance Sheet and Condensed Consolidated Statement of Cash Flow amounts at and for the three and six months ended April 3, 2015 have also been reclassified as discontinued operations.

Calculation of the loss on disposal of LTRE(FR):
(in thousands)
Investment in Learning Tree International S.A.	$	1,324
Costs of sale		619
Cumulative translation adjustment realized		558
Loss on sale	$	2,501

The summarized operating results of LTRE(FR) included in our Condensed Consolidated Statement of Operations and Comprehensive Loss are as follows:

	Three months ended					Six months ended
	April 1, 2016		April 3, 2015			April 1, 2016		April 3, 2015
Revenues	$	0	$	508		$	0	$	3,335
Cost of revenues		0		483			0		2,045
Gross profit		0		25			0		1,290
Operating expenses		0		594			0		1,626
Loss from operations		0		(569	)		0		(336	)
Other (expense) income, net		0		(32	)		0		(45	)
Loss from discontinued operation before income taxes		0		(601	)		0		(381	)
Income taxes		0		119			0		117
	$	0	$	(482	)	$	0	$	(264	)

NOTE 12—SUBSEQUENT EVENTS

We have evaluated all events subsequent to the balance sheet date of April 1, 2016 through the date these condensed consolidated financial statements were filed with the SEC, and have determined that there are no subsequent events to be disclosed: [To be updated as needed]

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis is provided to increase the understanding of, and should be read in conjunction with, our unaudited condensed consolidated financial statements and notes included in this Quarterly Report on Form 10-Q (“Report” or “Form 10-Q”) and our consolidated financial statements and notes included in our Annual Report on Form 10-K, for the fiscal year ended October 2, 2015 (our “2015 10-K”). We use the terms “we,” “our,” “us” and “Learning Tree” to refer to Learning Tree International, Inc. and our subsidiaries unless the context indicates otherwise.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this Report. Our forward-looking statements, including the Future Outlook section contained herein, relate to future events or our future performance and include, but are not limited to, statements concerning our business strategy, future commercial revenues, market growth, capital requirements, new product introductions, expansion plans and the adequacy of our funding. Other statements contained in this Report that are not historical facts are also forward-looking statements.

We claim the protection of the safe harbor contained in the Private Securities Litigation Reform Act of 1995. We caution investors that any forward-looking statements presented in this Report, or that we may make orally or in writing from time to time, are based on our beliefs and assumptions made by us and information currently available to us. Such statements are based on assumptions, and the actual outcome will be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance, and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements, which are based on known results and trends at the time they are made, to anticipate future results or trends.

Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include those related to the following: risks associated with the timely development, introduction, and customer acceptance of our courses; efficient delivery and scheduling of our courses; technology development and new technology introduction; competition; international operations, including currency fluctuations; attracting and retaining qualified personnel; intellectual property, including having to defend potential infringement claims; risks associated with cyber security; changing economic and market conditions; and adverse weather conditions, strikes, acts of war or terrorism and other external events. Please refer to the risk factors under “Item 1A. Risk Factors” beginning on page 10 and elsewhere in our 2015 10-K, as well as in our other filings with the Securities and Exchange Commission (“SEC”).

The risks included in our filings are not exhaustive, and additional factors could adversely affect our business and financial performance. We operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We do not undertake and specifically disclaim any obligation to update such forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements, except as otherwise required by law.

OVERVIEW

We are a leading worldwide vendor-independent provider to business and government organizations for the training and education of their information technology (“IT”) professionals and managers. Since our founding in 1974, we have provided high-quality training to over 2.4 million IT professionals and managers.

Our objective is to provide our customers with job-focused, hands-on learning experiences that best meet their needs for the development of their professional IT staff and managers. We design our courses to provide participants an unbiased perspective of both the strengths and limitations of software and hardware products and an understanding of how to compare and integrate multiple platforms and technologies from various vendors. Drawing from the expertise of our international team of instructors, each course incorporates multiple points of view concerning IT applications used throughout the world. Our IT courses are designed to be highly interactive, with virtually all of our courses involving “hands-on” training on networked state-of-the-art workstations so that participants can practice and assimilate the skills being taught. Participants spend a significant portion of each hands-on course working on computer-based exercises and participating in group workshops and class interactions. As a result, they return to their jobs with the confidence to immediately apply the new skills and knowledge they have gained. Participants receive extensive printed course materials that facilitate learning and serve as a post-course reference tool.

Our management courses, while including core concepts and theory, focus heavily on providing practical skills, tools, and techniques that participants can apply immediately upon returning to their jobs. Participants work extensively in group exercises that provide the opportunity for them to practice applying the key concepts in real-world situations. These real-world scenarios are primarily delivered through our performance-based management training platform. Our courses bring the real world to life in the classroom through the use of computer-based and rich-media simulations, supplemented with substantial amounts of hands-on exercises and group activities, facilitated by experts in their respective fields.

We market and deliver our courses through locally staffed operations in the United States, the United Kingdom, Canada, Sweden and Japan, and with the sale of our French subsidiary in March 2015, through a licensee arrangement in France. We currently generate approximately 40% of our revenues internationally. Our sophisticated infrastructure and logistics capabilities allow us to coordinate, plan and deliver Learning Tree courses at our education centers and external hotel and conference facilities worldwide. We also present standard or customized courses at customer facilities whenever and wherever desired, with quality standards that are identical to those of courses presented in our Learning Tree Education Centers.

We also offer courses through Learning Tree AnyWare™ — our web-based attendance platform. With the use of our AnyWare™ product, our clients anywhere in the world can participate in any course event being taught at any of our education centers, without the need to travel or commute to the actual course site. Our clients can take our courses at work, home, or at one of our AnyWare™ Learning Centers. Worldwide, we currently have a total of 34 stand-alone AnyWare™ Learning Centers which provide our customers convenient access to our courses via our AnyWare™ platform in a setting optimized for learning and training. In addition, we have created AnyWare™ Learning Centers within eight of our Education Centers.

We use a well-defined systematic approach to develop and update the Learning Tree course library so as to provide training that is immediately applicable by course participants to their work in a broad range of applications and industries. After assessing market need, courses may be translated into Swedish and Japanese. Our proprietary course development process also allows us to efficiently and effectively customize our courses to specific customer requirements for delivery at their sites. Select Learning Tree courses are recommended for one to two semester hours of college credit by the American Council on Education. In the United Kingdom, our courses can be used to gain a Master’s degree in Professional Computing at Staffordshire University under a program administered by the Faculty of Computing, Engineering and Technology. We are a trusted continuing professional education (“CPE”) provider of the International Information Systems Security Certification Consortium. In addition, we are on the National Association of State Boards of Accountancy National Registry of CPE sponsors; a Registered Education Provider of the Project Management Institute; an APMG International Accredited Training Organization; an International Institute of Business Analysis (“IIBA”) Endorsed Education Provider; and a SFIA Foundation Accredited Training Partner.

Our instructors are not full time employees of Learning Tree; rather, they are practicing professionals who apply the same IT and management skills they teach in our classrooms while working on development and management projects as independent consultants or full-time employees elsewhere when they are not teaching. This ensures that our instructors stay at the forefront of their respective disciplines, and also enables us to structure our business so over half of our course delivery costs are variable. On average, each of our expert instructors teaches about nine courses per year on an “as needed” basis.

The Company has been experiencing a decline in course attendance. To address this decline, the Company has been executing upon new strategies to increase the number of attendees in our courses and expand our overall customer base. One of the strategies implemented worldwide is to Guarantee To Run (GTR) a higher percentage of our courses than in the past, which makes these courses more attractive to potential attendees that schedule their training in advance of the scheduled course date and want the certainty of the course being delivered on that date. While increasing the number of GTR courses will continue to increase our direct costs, we believe that the certainty of a course being delivered along with the number of pricing promotions we are now offering will generate additional revenues to offset this increase in direct costs with the goal of increasing profitability. The number of pricing promotions to attract more attendees and the increase in one-day courses, has the impact of lowering our overall average revenue per participant. Our overall objective is to stabilize the training offered via our Education Centers, and reverse the year-over-year declines in revenue.

An additional core strategy is to grow our position as a leading worldwide provider of training and workforce development to IT professionals and managers and to become the provider of choice for large national and multinational companies, medium-size companies and government organizations. Over the past few years, we have started working with clients to address the life cycle of organizational performance challenges. To that end, we introduced IT Workforce Optimization Solutions, a comprehensive suite of services to support IT organizations in: defining organizational structure, processes, and job roles; assessing current staff skills and abilities; and implementing performance improvements by enhancing the skills and abilities of staff and helping to implement process improvements. Workforce Optimization Solutions augments and enhances our core training capabilities enabling Learning Tree to partner with our customers in helping them develop a high-performing organization through workforce development and process improvement.

As part of Workforce Optimization Solutions, we recently released a skills assessment solution that ultimately will be aligned with the competencies as defined by the non-profit organization, Skills Assessment for the Information Age (SFIA) Foundation. Our current skills assessment library contains more than 9,000 questions that cover 67 different roles across many IT disciplines. We have developed an automated, online tool for individuals to complete assessments, and we are working with several companies that are using our skills assessment solution for helping them assess current competencies of their staff as input to developing individual learning plans.

Through Workforce Optimization Solutions, we have been successfully providing Project Acceleration Workshops for organizations. These workshops combine a training component for an organization, while leveraging that training to support work on a specific customer project. A Project Acceleration Workshop might be focused on creating a Work Break Down (WBS) structure for a project, and as such our instructor would provide training to a customer project team on that subject. But the Workshop would then focus on the creation of a WBS for a specific customer project, so that at the end of the Workshop, the customer project team has a tangible product that can be used to help manage that project. We have received very positive feedback on the value of these workshops by both attendees and the customer organizations.

While we do believe Workforce Optimization Solutions is a meaningful strategy for the Company and its future growth, the Company does not expect that this strategy will have a significant impact on the Company’s revenues in the current fiscal year.

KEY METRICS OF OUR SECOND QUARTER AND SIX MONTHS OF FISCAL YEAR 2016

Following the sale of our subsidiary in France (“LTRE(FR)”) in March 2015, we reclassified the historical operating results, including operating statistics of LTRE(FR) to discontinued operations. The following discussions reflect comparisons of our continuing operations excluding LTRE(FR).

The following is an overview of our results of continuing operations, and net losses for the second quarter of fiscal year 2016 which ended April 1, 2016, compared to the same quarter of fiscal year 2015:

•

Revenues decreased to $18.7 million from $22.2 million.

•

Gross profit declined to 32.3% of revenues from 37.0% of revenues.

•

Operating expenses decreased by $1.9 million to $11.3 million from $13.2 million. Operating expenses were 60.3% of revenues compared to 59.5% of revenues.

•

Loss from operations was $5.2 million compared to a loss from continuing operations of $5.0 million.

•

Net loss from operations totaled $5.4 million compared to a net loss from continuing operations of $4.9 million.

The following is an overview of our results of continuing operations, discontinued operations, and net losses for the six months ended April 1, 2016, compared to the equivalent period of fiscal year 2015:

•

Revenues decreased to $38.8 million from $46.6 million

•

Gross profit declined to 36.9% of revenues from 40.5% of revenues.

•

Operating expenses decreased by $3.5 million to $21.8 million from $25.3 million. Operating expenses were 56.2% of revenues compared to 54.3% of revenues.

•

Loss from operations was $7.5 million compared to a loss from continuing operations of $6.4 million.

•

Net loss from operations totaled $7.6 million compared to a net loss from continuing operations of $6.2 million.

RESULTS OF OPERATIONS

The following table summarizes our consolidated statements of operations for the periods indicated, expressed as a percentage of our revenues for these periods:

	Three months ended						Six months ended
	April 1, 2016			April 3, 2015			April 1, 2016			April 3, 2015
Revenues		100.0	%		100.0	%		100.0	%		100.0	%
Cost of revenues		67.7	%		63.0	%		63.1	%		59.5	%
Gross profit		32.3	%		37.0	%		36.9	%		40.5	%
Operating expenses:
Course development		7.1	%		9.5	%		6.8	%		8.2	%
Sales and marketing		26.2	%		27.5	%		24.5	%		24.9	%
General and administrative		27.0	%		22.5	%		24.9	%		21.2	%
		60.3	%		59.5	%		56.2	%		54.3	%
Loss from operations		(28.0	)%		(22.5	)%		(19.3	)%		(13.8	)%
Other income (expense):
Interest income, net		0.0	%		0.0	%		0.0	%		0.0	%
Foreign exchange losses		(0.3	)%		0.8	%		0.0	%		0.8	%
Other, net		(0.1	)%		(0.1	)%		0.0	%		0.0	%
		(0.4	)%		0.7	%		0.0	%		0.8	%

Loss from continuing operation before provision for income taxes		(28.4	)%		(21.8	)%		(19.3	)%		(13.0	)%
Provision for income taxes		0.3	%		0.2	%		0.4	%		0.5	%
Loss from continuing operations		(28.7	)%		(22.0	)%		(19.7	)%		(13.5	)%

Discontinued operations (Note 11)
Loss from discontinued operations (including loss on disposal of $2,500), net of tax		0.0	%		(13.5	)%		0.0	%		(5.9	)%
Net loss		(28.7	)%		(35.5	)%		(19.7	)%		(19.4	)%

THREE MONTHS AND SIX MONTHS ENDED APRIL 1, 2016 COMPARED WITH THE THREE MONTHS AND SIX MONTHS ENDED APRIL 3, 2015

Revenues. Revenues from continuing operations of $18.7 million in our second quarter of fiscal year 2016 were 15.6% lower than revenues of $22.2 million in the same quarter of fiscal year 2015. The decrease in revenues primarily resulted from a 10.0% decrease in average revenue per participant and a 6.3% decrease in the number of course participants. The decrease in the average revenue per participant was caused primarily by the lower average revenue per participant from one-day courses which we began introducing in the second quarter of fiscal year 2015, lower average revenue from implementation of periodic pricing promotions to attract new course attendees, and changes in foreign exchange rates, which negatively impacted revenues by approximately 2.1% quarter over quarter. The decrease in the number of course participants compared to the same quarter of our prior year was primarily due to the continued decline in enrollments in the United Kingdom and Sweden. Revenues from customers who purchased courses under our U.S. Government General Service Administration (“GSA”) contract schedules were $1.2 million lower for the second quarter of fiscal year 2016 compared to the second quarter of fiscal year 2015.

During our second quarter of fiscal year 2016, we trained 12,567 course participants from continuing operations, a 6.3% decrease from the 13,411 course participants we trained in our second quarter of fiscal year 2015.

During our second quarter of fiscal year 2016, we provided 39,766 attendee-days of training, 15.4% fewer than the 46,996 attendee-days of training we provided in the same quarter in fiscal year 2015. In our IT courses, we provided 26,559 attendee-days of training during our second quarter of fiscal year 2016, a 9.5% decrease from the 29,348 attendee-days in the corresponding period in fiscal year 2015. In our management courses, we provided 13,207 attendee-days of training, during our second quarter of fiscal year 2016, a 25.2% decrease from the 17,648 attendee-days in the corresponding period in fiscal year 2015.

Our revenues from continuing operations of $38.8 million during our first six months of fiscal year 2016 were 16.6% lower than revenues of $46.6 million in the same period of fiscal year 2015. The decrease in revenues primarily resulted from a 7.4% decrease in the number of course participants and a 9.9% decrease in average revenue per participant. The decrease in the number of course participants compared to the same six month period of our prior year is primarily due to the continued decline in enrollments in the United Kingdom and Sweden. The 9.9% decrease in average revenue per participant was caused primarily by the lower average revenue per participant from one-day courses which we began introducing in the second quarter of fiscal year 2015, lower average revenue from the use of periodic pricing promotions to attract new course attendees, and changes in foreign exchange rates. Revenues were negatively impacted by approximately 2.5% period over period as a result of changes in foreign exchange rates.

During our first six months of fiscal year 2016, we trained 25,468 course participants, a 7.4% decrease from the 27,516 course participants we trained in our first six months of fiscal year 2015.

During our first six months of fiscal year 2016, we provided 80,176 attendee-days of training, 17.3% fewer than the 96,978 attendee-days in the same period in fiscal year 2015. In our IT courses during our first six months of fiscal year 2016, we provided 51,058 attendee-days of training, a 12.8% decrease from the 58,568 attendee-days in the corresponding period in fiscal year 2015. In our management courses during our first six months of fiscal year 2016, we provided 29,118 attendee-days of training, a 24.2% decrease from the 38,410 attendee-days in the corresponding period in fiscal year 2015.

Cost of Revenues. Our cost of revenues from continuing operations primarily includes the costs of course instructors and their travel expenses, course materials, classroom facilities, equipment, freight and refreshments.

During our second quarter of fiscal year 2016, we presented 1,251 events, a 7.4% increase from 1,165 events during the same period in fiscal year 2015. The increase was primarily due to the addition of one day course events in the second quarter of fiscal year 2016. Our cost of revenues for our second quarter of fiscal year 2016 was $12.7 million, or 67.7% of revenues, compared to $14.0 million, or 63.0% of revenues, in the same period in fiscal year 2015. Accordingly, our gross profit percentage for our second quarter of fiscal year 2016 was 32.3% compared to 37.0% in the same period of the prior fiscal year.

The change in cost of revenues as a percentage of revenues in our second quarter of fiscal year 2016 primarily reflects the 10.0% decrease in revenue per participant that was partially offset by a 3.2% decrease in cost per participant. The decrease in cost per participant is primarily the result of a 9.3% decrease in the cost of revenues partially offset by the 6.3% decrease in participants and the positive impact on expenses from changes in foreign exchange rates. Changes in foreign exchange rates do not materially affect our gross profit percentage, since fluctuations in exchange rates affect our cost of revenues by approximately the same percentage as they affect our revenues.

During our first six months of fiscal year 2016, we presented from continuing operations 2,342 events, a 6.6% increase from 2,197 events during the same period in fiscal year 2015. The increase was primarily due to the addition of one day courses during the first six months of fiscal year 2016. Our cost of revenues for our first six months of fiscal year 2016 was $24.5 million, or 63.1% of revenues, compared to $27.7 million, or 59.5% of revenues, in the same period in fiscal year 2015. Accordingly, our gross profit percentage for our first six months of fiscal year 2016 was 36.9% compared to 40.5% in the same period of the prior fiscal year.

The change in cost of revenues as a percentage of revenues during our first six months of fiscal year 2016 primarily reflects the 9.9% decrease in revenue per participant partially offset by a 4.3% decrease in the cost per participant. The decrease in cost per participant is primarily the result of an 11.5% decrease in the cost of revenues partially offset by the 7.4% decrease in participants and the positive impact on expenses from changes in foreign exchange rates.

Course Development Expenses. Costs incurred to develop new courses and update our existing courses are expensed when incurred and are included in course development expenses. These costs are principally for internal product development staff and for subject matter experts.

During our second quarter of fiscal year 2016, course development expenses were 7.1% of revenues, compared to 9.5% in our second quarter of fiscal year 2015. Overall spending on course development in our second quarter of fiscal year 2016 was $1.3 million, compared to $2.1 million spent on course development in our second quarter of fiscal year 2015. The $0.8 million decrease in course development expenses quarter over quarter was primarily due to the development of a series of one day courses during the second quarter of fiscal year 2015 that did not occur during the second quarter of fiscal year 2016 and lower personnel expenses during the second quarter of fiscal year 2016.

Course development expense during our first six months of fiscal year 2016 was $2.6 million, a decrease of $1.2 million compared to $3.8 million in the same period of fiscal year 2015.

In our second quarter of fiscal year 2016, we introduced six new multi-day IT course titles and 13 one day course titles. We did not retire any courses during the second quarter of fiscal year 2016. At the end of our second quarter of fiscal year 2016, our library of instructor-led courses numbered 369 titles compared with 216 titles at the end of the same quarter of fiscal year 2015. At the end of our second quarter of this fiscal year, we had 127 multi-day IT titles in our course library, compared with 118 multi-day titles at the end of the same quarter of fiscal year 2015. Our library of multi-day management titles numbered 70 at the end of our second quarter of fiscal year 2016, compared to 64 at the end of the same quarter of fiscal year 2015. Our library of 1-Day Boot Camp courses numbered 172 at the end of our second quarter of fiscal year 2016, compared to 34 at the end of the same quarter of fiscal year 2015.

Sales and Marketing Expenses. Sales and marketing expenses include the costs of designing, producing and distributing direct mail and media advertisements; distributing marketing e-mails; maintaining and further developing our website; compensation and travel for sales and marketing personnel; and information systems to support these activities.

Sales and marketing expenses from continuing operations in our second quarter of fiscal year 2016 were 26.2 % of revenues, compared to 27.5% in the same quarter of fiscal year 2015. Sales and marketing expenses were $4.9 million in our second quarter of fiscal year 2016, compared to $6.1 million during our second quarter of fiscal year 2015. The decrease is driven primarily by decreases in direct marketing costs and by the favorable impact of foreign exchange rates on the expenses incurred by our foreign subsidiaries when compared to the second quarter of fiscal year 2015.

Sales and marketing expenses from continuing operations during our first six months of fiscal year 2016 were $9.5 million, a decrease of $2.1 million compared to $11.6 million in the same period of fiscal year 2015. The decrease is driven primarily by decreases in direct marketing costs and the favorable impact of foreign exchange rates on the expenses incurred by our foreign subsidiaries when compared to the first six months of fiscal year 2015.

General and Administrative Expenses. General and administrative expenses in our second quarter of fiscal year 2016 were 27.0% of revenues, compared with 22.5% for the same quarter in fiscal year 2015. General and administrative expenses during our second quarter of fiscal year 2016 were $5.0 million, the same as in our second quarter of fiscal year 2015.

General and administrative expenses during our first six months of fiscal year 2016 were $9.7 million, a decrease of $0.2 million compared to $9.9 million in the same period of fiscal year 2015. The decrease was due primarily to the favorable impact of foreign exchange rates on the expenses incurred by our foreign subsidiaries.

Other Income (Expense), Net. Other income (expense), net consists primarily of interest income and foreign currency transaction gains and losses.

During our second quarter of fiscal year 2016, we had other expense of $0.1 million compared to other income of $0.2 million in the second quarter of fiscal year 2015, both primarily from foreign exchange gains or losses.

During our first six months of fiscal year 2016 other expense totaled less than $0.1 million compared to other income of $0.4 million in our first six months of fiscal year 2015 both primarily from foreign exchange gains or losses.

Income Taxes. Our income tax provision in our second quarter of fiscal year 2016 was $0.1 million, compared to $0.1 million in our second quarter of fiscal year 2015. Our second quarter of fiscal year 2016 and 2015 provisions are primarily related to the income tax expense of the Company's foreign subsidiaries.

Our income tax provision for our first six months of fiscal year 2016 was $0.1 million, compared to $0.2 million for our first six months of fiscal year 2015, and are primarily related to the income tax expense of the Company's foreign subsidiaries.

Loss from Continuing Operations. Our loss from continuing operations for our second quarter of fiscal year 2016 was $5.4 million compared to a loss of $4.9 million for our second quarter of fiscal year 2015.

For the first six months of fiscal year 2016, our loss from continuing operations was $7.7 million compared to a loss of $6.2 million in the first six months of fiscal year 2015.

Loss from Discontinued Operations. We incurred a loss from discontinued operations totaling $3.0 million in our second quarter of fiscal year 2015, which includes the $2.5 million loss from the disposition of our French operating subsidiary.

Net Loss. Our net loss for our second quarter of fiscal year 2016 was $5.4 million compared to net loss of $7.9 million for our second quarter of fiscal year 2015.

Our net loss for our first six months of fiscal year 2016 was $7.6 million compared to net loss of $9.0 million for our first six months of fiscal year 2015.

Effects of Foreign Exchange Rates. Although our consolidated financial statements are stated in U.S. dollars, all of our subsidiaries outside of the U.S. have functional currencies other than the U.S. dollar. Gains and losses arising from the translation of the balance sheets of our subsidiaries from the functional currencies to U.S. dollars are reported as adjustments to stockholders’ equity. Fluctuations in exchange rates may also have an effect on our results of operations. The strengthening of the U.S. dollar against the functional currencies of our foreign subsidiaries has negatively impacted our results of operations. Since both revenues and expenses are generally denominated in our subsidiaries’ local currency, changes in exchange rates that have an adverse effect on our foreign revenues are partially offset by a favorable effect on our foreign expenses. The impact of future exchange rates on our results of operations cannot be accurately predicted. To date, we have not sought to hedge the risks associated with fluctuations in exchange rates, and therefore we continue to be subject to such risks. Even if we undertake such hedging transactions in the future, there can be no assurance that any hedging techniques we implement would be successful in eliminating or reducing the effects of currency fluctuations. See Item 1A “Risk Factors” in our 2015 10-K.

FLUCTUATIONS IN QUARTERLY RESULTS

Our quarterly results are affected by many factors, including the number of weeks during which courses can be conducted in a quarter, the nature and extent of our marketing, the timing of the introduction of new courses, competitive forces within the markets we serve, the mix of our course events between IT and management and customer site or education center venues, and currency fluctuations.

In addition, we use the 52/53-week fiscal year method to better align our external financial reporting with the manner in which we operate our business. Under this method, each fiscal quarter ends on the Friday closest to the end of the calendar quarter. Accordingly, our second quarter of the current fiscal year ending April 1, 2016 encompassed 13 weeks, while our second quarter of the prior fiscal year ending April 3, 2015 also encompassed 13 weeks.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity at April 1, 2016 included cash and cash equivalents on hand of $10.8 million. During the first six months of fiscal year 2016, our total cash and cash equivalents decreased by $7.1 million, primarily as a result of cash used in operating activities of $6.4 million and cash used for capital expenditures of $0.7 million.

At April 1, 2016, our net working capital deficit (current assets minus current liabilities) was $(7.8) million, a $5.9 million decrease from our working capital balance at October 2, 2015. Current assets from continuing operations decreased $8.2 million during the period, due primarily to decreases in trade accounts receivable and cash. Current liabilities from continuing operations decreased $2.3 million during the period, primarily due to decreases in accounts payable and accrued expenses.

Cash Flows from Continuing Operations. Our cash and cash equivalents from continuing operations decreased $7.2 million to $10.8 million at April 1, 2016 from $17.9 million at October 2, 2015.

	Six months ended
(in thousands)	April 1, 2016			April 3, 2015			Net Change
Cash used in operating activities of continuing operations	$	(6,405	)	$	(4,868	)	$	(1,537	)
Cash used in investing activities of continuing operations		(714	)		(2,159	)		1,445
Cash used in financing activities		0			0			0
Effects of exchange rate changes on cash and cash equivalents of continuing operations		(48	)		(524	)		476
Net decrease in cash and cash equivalents of continuing operations	$	(7,167	)	$	(7,551	)	$	384

Cash used in continuing operating activities increased $1.5 million in the first six months of fiscal year 2016, compared to the first six months of fiscal year 2015 primarily due to the larger loss from continuing operations for the current period of $7.6 million compared to a loss of $6.2 million for the first six months of fiscal year 2015. Cash used in investing activities decreased by $1.4 million in the first six months of fiscal year 2016 compared to the first six months of fiscal 2015, due to decreased capital spending for equipment and leasehold improvements.

Liquidity. The continued decline in operating performance has resulted in an increase in net cash used in operating activities, and we expect the net cash usage to continue until the Company returns to profitability. Our ability to access the capital markets is limited. We have no outstanding debt or line-of-credit agreements. We anticipate we will continue to rely primarily on our balance of cash and cash equivalents on hand, cash flows from operations, and other lease financing available to us to finance our operation cash needs. We believe that such funds will be sufficient to satisfy our anticipated cash requirements for the foreseeable future.

Capital Requirements. During the six months ended April 1, 2016, we made capital expenditures of $0.7 million for leasehold improvements and the purchase of network computer and other equipment. Additionally, $1.2 million of leasehold improvement costs were funded directly by the landlord to the contractor. We plan to purchase an additional $0.5 million in equipment and other capital assets during the remainder of fiscal year 2016. Our contractual obligations as of April 1, 2016 are consistent in all material respects with our fiscal year-end disclosure in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Liquidity and Capital Resources–Capital Requirements” of our 2015 10-K.

We have a number of operating leases for our administrative offices and education center classroom facilities located worldwide. These leases expire at various dates over the next 11 years. In addition to requiring monthly or quarterly payments for rent, some of the leases contain asset retirement provisions whereby we are required to return the leased facility back to a specified condition at the expiration of the lease.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

Management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements. The preparation of these financial statements is based on the selection of accounting policies and the application of significant accounting estimates, some of which require management to make judgments, estimates and assumptions that affect the amounts reported in the financial statements and notes. We believe some of the more critical estimates and policies that affect our financial condition and results of operations are in the areas of revenue recognition, operating leases, AROs, stock-based compensation and income taxes. For more information regarding our critical accounting estimates and policies, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates and Policies” of our 2015 10-K. We have discussed the application of these critical accounting policies and estimates with the Audit Committee of our Board of Directors.

FUTURE OUTLOOK

Our clients are shortening the average time from initial enrollment in a course to their actual attendance. This shorter buying cycle has reduced our visibility for future enrollments and has made forecasting future financial results more difficult. We have taken this into consideration in developing our forward-looking outlook for our third quarter of fiscal year 2016. In addition, while the third quarter of fiscal year 2015 had 13 weeks, the same as in the third quarter of fiscal year 2016, the fiscal year 2015 third quarter included the Fourth of July holiday week in the U.S., which falls in the fourth quarter in fiscal year 2016. We typically do not run courses the week of July 4 ^th in the U.S.

Effect of Exchange Rates. Approximately half of our business annually is conducted in currencies other than U.S. dollars and fluctuations in exchange rates will affect future revenues and expenses when translated into U.S. dollars. If the average exchange rates as of May 2, 2016 remain constant for the remainder of our third quarter of fiscal year 2016, then we would expect foreign exchange rates to negatively impact third quarter revenues from continuing operations by approximately 1.2% when compared to the third quarter of fiscal year 2015. To the extent that the U.S. dollar rises against the functional currencies of our foreign subsidiaries, we would expect to experience further negative impact to our third quarter 2016 revenues. As a large percentage of our overhead costs are U.S. dollar-based, we would expect the corresponding positive impact to expense to be substantially less.

Third Quarter Revenues. We currently expect revenues from continuing operations for our third quarter of fiscal year 2016 of between $21.0 million and $22.0 million, compared to revenues of $22.7 million in our third quarter of fiscal year 2015.

Third Quarter Gross Profit. We expect a gross profit percentage from continuing operations in our third quarter of fiscal year 2016 of between 40.0% and 41.0% compared to 36.6% in our third quarter of fiscal year 2015.

Third Quarter Operating Expenses. We expect overall operating expenses from continuing operations for our third quarter of fiscal year 2016 to be between $10.3 million and $11.3 million, compared to $12.4 million in our third quarter of fiscal year 2015.

Third Quarter Loss from Operations. As a result of the above factors, we expect to incur a third quarter operating loss of between $1.3 million and $2.9 million compared with an operating loss of $4.1 million in our third quarter of fiscal year 2015.

Third Quarter Other Income (Expense), Net. We expect third quarter other expense to be less than $0.1 million.

Third Quarter Pre-Tax Loss. Overall, we expect to report a pre-tax loss for our third quarter of fiscal year 2016 of between $1.3 million and $3.0 million, compared with a pre-tax loss of $4.1 million in our third quarter of fiscal year 2015.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Disclosure under this item is not required for a Smaller Reporting Company.

Item 4.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

As of the end of the period covered by this report, management performed an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that we believe have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1.

LEGAL PROCEEDINGS.

As of April 1, 2016, other than routine legal proceedings and claims incidental to our business, we are not involved in any legal proceedings that we believe could reasonably be expected to have a material adverse effect on our financial condition or results of operations.

Item 1A.

RISK FACTORS.

There were no material changes to the risk factors as previously disclosed under Part I, Item 1A of the 2015 10-K. The risks described in the 2015 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also adversely affect our business, financial condition, or future results.

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

Item 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

Item 4.

MINE SAFETY DISCLOSURES.

Not Applicable.

Item 5.

OTHER INFORMATION.

None.

Item 6.

EXHIBITS.

Exhibit No.	Document Description	Incorporation by Reference


10.1	Employment Agreement between Registrant and Dr. David C. Collins, dated February 18, 2016 **	Filed herewith.

10.2	First Amendment To Amended and Restated Employment Agreement between Registrant and Max Shevitz, dated February 1, 2016 ***	Filed herewith.

31.1	Certification of Chief Executive Officer. Pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended.	Filed herewith.

31.2	Certification of Chief Financial Officer. Pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended.	Filed herewith.

32.1	Certification of Chief Executive Officer. Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Filed herewith.

32.2	Certification of Chief Financial Officer. Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Filed herewith.

101 INS	XBRL Instance Document.	Filed herewith.

101 SCH	XBRL Taxonomy Extension Schema Document.	Filed herewith.

101 CAL	XBRL Taxonomy Extension Calculation Linkbase Document.	Filed herewith.

101 DEF	XBRL Taxonomy Extension Definition.	Filed herewith.

101 LAB	XBRL Taxonomy Extension Label Linkbase Document.	Filed herewith.

101 PRE	XBRL Taxonomy Extension Presentation Linkbase Document.	Filed herewith.

** This exhibit is a management contract, compensatory plan or arrangement.

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.

May 10, 2016

		LEARNING TREE INTERNATIONAL, INC.

		By: /s/ Richard A. Spires
		Richard A. Spires
		Chief Executive Officer (Principal Executive Officer)

		By: /s/ David W. Asai
		David W. Asai
		Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit No.	Document Description	Incorporation by Reference


10.1	Employment Agreement between Registrant and Dr. David C. Collins, dated February 18, 2016 **	Filed herewith.

10.2	First Amendment To Amended and Restated Employment Agreement between Registrant and Max Shevitz, dated February 1, 2016 ***	Filed herewith.

31.1	Certification of Chief Executive Officer. Pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended.	Filed herewith.

31.2	Certification of Chief Financial Officer. Pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended.	Filed herewith.

32.1	Certification of Chief Executive Officer. Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Filed herewith.

32.2	Certification of Chief Financial Officer. Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Filed herewith.

101 INS	XBRL Instance Document.	Filed herewith.

101 SCH	XBRL Taxonomy Extension Schema Document.	Filed herewith.

101 CAL	XBRL Taxonomy Extension Calculation Linkbase Document.	Filed herewith.

101 DEF	XBRL Taxonomy Extension Definition.	Filed herewith.

101 LAB	XBRL Taxonomy Extension Label Linkbase Document.	Filed herewith.

101 PRE	XBRL Taxonomy Extension Presentation Linkbase Document.	Filed herewith.

** This exhibit is a management contract, compensatory plan or arrangement.

Exhibit 10.1

EMPLOYMENT AGREEMENT

WHEREAS, in consideration for Learning Tree International, Inc.’s employment and continued employment of David C. Collins (hereinafter referred to as “Employee”), Learning Tree International, Inc. (hereinafter referred to as “Company”) and Employee desire to enter into this Agreement to set forth the terms and conditions of such employment effective October 12, 2015, and executed on February 18, 2016.

NOW, THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

STATEMENT OF WORK: Employee is currently serving as Chairman of the Board of the Company’s Board of Directors (the “Board”) and agrees to continue to perform such duties in accordance with the Company’s governing documents and as directed from time to time, as shall be specified by the Board consistent with his position. Accordingly, the Company does hereby engage Employee to provide employment services as Chairman of the Board, as set forth herein. The Chairman of the Board shall report directly to the Company’s Board of Directors.

Employee shall do Employee’s utmost to further enhance and develop the best interests and welfare of the Company. Employee shall perform no acts contrary to the best interests of the Company and the Company shall be entitled to all of the benefits, profits or other results arising from or incident to all work, services and advice of Employee.

Employee agrees to comply with applicable rules and procedures as may be promulgated by the Company for employees.

PAYMENT: As full consideration for the services rendered by Employee hereunder, the Company agrees to pay Employee the sum of $20,833.34 per month, payable in accordance with the Company’s payroll practices from time to time semi-monthly , subject to withholding and deductions in accordance with all applicable laws.

Said compensation is for, among other things, (i) Employee’s advice, institutional and industry knowledge and availability to serve as Chairman of the Board to the Company and (ii) the covenants described herein.

To the extent available to him based on his employment status, during the term of this Agreement, Employee shall be entitled to participate in such pension, welfare, and medical insurance plans and programs as are maintained by the Company from time to time for the general benefit of its employees. Employee shall not accrue any personal time off (PTO).

COPYRIGHTS: Employee agrees that all writings produced by Employee while providing services under this Agreement, with respect to which the equipment, supplies, facilities or trade secret information of the Company were used, or that result from any work performed by Employee for the Company hereunder, are works done for hire and shall be the sole property of the Company and the Company shall have the exclusive right to copyright such writings in any country(ies). Employee further agrees to assign to the Company all interest in any such writings, whether copyrightable or not, which Employee develops or helps develop during Employee’s provision of employment services hereunder. This provision shall not apply to any writing, works authored or other written materials produced by Employee that are not directly related to Employee’s services to the Company.

PATENTS: Employee shall disclose promptly to the Company all ideas, inventions, discoveries and improvements, whether or not patentable, that are developed by Employee, or otherwise conceived by Employee, in connection with work under this Agreement with the Company. Employee agrees that all such ideas, inventions, discoveries and improvements shall become the sole and absolute property of the Company and that Employee will, at the request and expense of the Company, execute any and all documents, including, but not limited to, patent applications and assignments, to protect the same against infringement by others and to otherwise support the Company’s title and ownership thereof. If the Company cannot, after reasonable effort, secure Employee’s signature on any document or documents needed to apply for or prosecute any patent, copyright, or other right or protection relating to an invention, then Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agent and attorney-in-fact, to act for and on Employee’s behalf and in Employee’s name and stead for the sole purpose of executing and filing any such application or applications and taking all other lawfully permitted actions to further the prosecution and issuance of patents, copyrights, or similar protections thereon, with the same legal force and effect as if executed by Employee.

For purposes of Section 4, an invention is based on the trade secrets of the Company if the invention incorporates any such secrets in principle or design, and if the invention was conceived or first actually reduced to practice during the period of Employee’s employment with the Company.

Employee also agrees that the Company shall have the right to keep any invention covered by this Agreement as trade secrets and Employee agrees not to disclose any such invention to third parties, except as specifically authorized by the Company.

Employee further agrees to assign to the Company all rights in any other inventions made by Employee in the course of providing services hereunder if the Company is required to grant those rights to the United States Government or any of its agencies. Moreover, Employee agrees to render assistance, advice and counsel to the Company at its request regarding any matter, dispute or controversy with which the Company may become involved and of which Employee has or may have reason to have knowledge, information or expertise. Such services will be without additional compensation if Employee is then employed by the Company and, if Employee is not then employed by the Company, for reasonable compensation and subject to Employee’s reasonable availability otherwise.

5.	SECRECY:

SECURITY CLEARANCE: As to any Company information made available to Employee during the course of Employee’s employment, Employee agrees to cooperate in establishing and maintaining any security clearance and to execute whatever forms and joint agreements are required by law. Employee agrees to provide and maintain a system of security controls in accordance with the requirements of the U.S. Government or as may be required by law.

NON-DISCLOSURE OF CONFIDENTIAL INFORMATION: Confidential and Proprietary Information (“Confidential Information”) is defined to include, but is not limited to, Company books; records; compilations of information; processes; teaching methods and techniques; secret inventions and specifications; information about computer programs or systems; names; usages and requirements of past, present and prospective customers of the Company; processes or methods by which the Company promotes its services and products and obtains customers; customers’ buying habits and special needs; profits; sales; suppliers; personnel; pricing policies; operational methods; technical processes and other business affairs and methods, and plans for future developments and other information which is not readily available to the public. Confidential Information also includes, but is not limited to, any information and material relating to any customer, vendor, licensor, licensee or other party transacting business with the Company. Employee hereby acknowledges that Confidential Information is developed and will be developed by or for the Company at great expense.

Employee will have access to and receive Confidential Information and agrees, during the term of employment and forever thereafter, to keep confidential all information provided by the Company, excepting only such information as is already known to the public. Employee agrees not to release, use or disclose any Confidential Information or permit any person to examine and/or make copies of any documents which contain or are derived from Confidential Information, except with the prior written permission of the Board of Directors or its designee. Employee shall not make use of any Confidential Information for Employee’s own purposes or the benefit of anyone other than the Company.

Employee recognizes and acknowledges that the list of the Company’s customers, as it may exist from time to time, is a valuable, confidential, special, and unique asset of the Company’s business. Employee will not, during or after the term of Employee’s employment, use or disclose the list of the Company’s customers or any part thereof to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever.

RETURN OF PROPERTY: Employee agrees that upon request by the Company, and in any event upon termination of employment, Employee shall turn over to the Company all documents, papers or other material in Employee’s possession or under Employee’s control which may contain or be derived from Confidential Information, together with all documents, notes or other work product which is connected with or derived from Employee’s services to the Company, whether or not such material is at the date hereof in Employee’s possession.

Employee agrees that Employee shall have no proprietary interest in any work product developed or used by Employee arising out of Employee’s employment by the Company hereunder. Employee shall, from time to time as may be requested by the Company, do all things which may be necessary to establish or document the Company’s ownership interest in any such work product, including, but not limited to execution of appropriate copyright applications or assignments.

SOLICITING: In order to protect the Company’s business and customer relationships, goodwill, trade secrets and Confidential Information, and in light of the special training that Employee has received, Employee shall not, either during Employee’s employment with the Company, or for a period of two (2) year immediately thereafter, either directly or indirectly:

Make known to any person, firm or corporation, the names or addresses of any customers of the Company or any other information pertaining to them;

Call on, solicit, or attempt to take away or do business with any customers of the Company on whom Employee called, worked with, received confidential or trade secret information concerning or with whom Employee became acquainted during the term of Employee’s employment with the Company, either for Employee or for any other person, firm or corporation in competition with the Company; or

Hire, subcontract, employ, engage, contact or solicit, for the purpose of hiring, any person or entity who is an employee or subcontractor of the Company on the date of Employee’s termination of employment or at any time during the six (6) month period prior to the termination of Employee’s employment.

TRADE SECRETS: During the term of this Agreement, Employee will have access to and become acquainted with various trade secrets consisting of items such as books, records, compilations of information, processes, teaching methods and techniques, devices, secret inventions, and specifications, which are owned by the Company and are regularly used in the operation of the business of the Company, which the Company desires to protect and preserve as secrets for its own use. Employee shall not disclose any of the aforesaid secrets, directly or indirectly, or use them in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of Employee’s employment with the Company. All files, records, documents, drawings, specifications, equipment, products and other items relating to the Company, whether prepared by Employee or otherwise coming into Employee’s possession, shall remain the exclusive property of the Company.

VIOLATION OF COVENANTS: Notwithstanding Section 10 of this Agreement, if Employee violates or threatens to violate any of the provisions of Sections 3 through 7 of this Agreement, the Company shall be entitled (without the need to post any bond) to a restraining order and/or an injunction to be issued by any court of competent jurisdiction, including one in Fairfax County, Virginia, enjoining and restraining Employee, and each and every other person, partnership, corporation, association or other entity concerned therein, from continuing such violations or from rendering any services to any person, firm, corporation, association or other entity to whom such Confidential Information, in whole or in part, has been disclosed or is threatened to be disclosed. Employee recognizes that the violation or threatened violation of the provisions of Sections 3 through 7 of the Agreement may give rise to irreparable injury to the Company, which may not be adequately compensated by damages. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from Employee. These obligations shall survive the termination of Employee’s employment.

TERMINATION OF EMPLOYMENT AGREEMENT: This Agreement and Employee’s employment hereunder may be terminated at any time by either party, for any or no reason, upon 90 days written notice to the other party, or such other period of time as the parties may mutually agree. Upon termination of this Agreement and Employee’s employment hereunder, the Company shall pay to Employee all amounts accrued and unpaid as of the date of termination in respect of Employee’s salary for periods through such date. If employment hereunder is terminated, Employee may be entitled to receive compensation for service as a director serving on the Board, which compensation shall be determined by the Board of Directors, if any. Notwithstanding anything to the contrary contained herein, the termination of this Agreement and his employment shall not require or otherwise cause the Employee to terminate or resign his position as a director on the Board or from the position as Chairman of the Board. The position of Chairman of the Board is a Board appointed position and Employee’s continued service in that position shall be subject to the Board’s discretion and the Company’s governing documents, and not the Company’s executive management team.

10.

ARBITRATION: This agreement to arbitrate (Section 10) shall be controlled by the Federal Arbitration Act, which governs the interpretation and enforcement of this agreement to arbitrate. Any and all disputes between Employee and the Company that arise out of Employee’s employment, including disputes involving the terms of this Agreement, shall be resolved through final and binding arbitration. This shall include, without limitation, disputes relating to this Agreement, Employee’s employment by the Company or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, and any claims of discrimination or other claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans With Disabilities Act, or any other federal, state or local law or regulation now in existence or hereinafter enacted and as amended from time to time concerning in any way the subject of Employee’s employment with the Company or Employee’s termination. The only claims not covered by this agreement to arbitrate are claims for benefits under the workers’ compensation or unemployment insurance laws, which will be resolved pursuant to those laws. Notices of requests to arbitrate a covered claim must be made within the applicable statute of limitations. Binding arbitration will be conducted in Fairfax County, Virginia in accordance with the rules of the American Arbitration Association (“AAA”). Discovery may be carried out under the supervision of the arbitrator appointed pursuant to the rules of the AAA. Employee will be responsible for paying the same fee to initiate the arbitration that Employee would pay to file a civil lawsuit. The Company will pay any remaining cost of the arbitration filing and hearing fees, including the cost of the arbitrator. The prevailing party shall be entitled to recover its reasonable costs and attorneys’ fees. Employee understands and agrees that the arbitration shall be instead of any civil litigation and that this means that Employee is waiving Employee’s right to a jury trial as to such claims. The Company and Employee further understand and agree that the arbitrator will issue a written decision and that the arbitrator’s decision shall be final and binding to the fullest extent permitted by law and enforceable by any court having jurisdiction.

The Company and Employee may bring claims against the other only in their individual capacities, and not as a plaintiff or class member in any purported class or representative proceeding. There shall be no right or authority for any dispute to be brought, heard, or arbitrated on a class, collective, or representative basis and the Arbitrator may not consolidate or join the claims of other persons or Parties who may be similarly situated.

This section does not apply or restrict either the Company or Employee from seeking equitable relief, including injunctive relief, from any court having competent jurisdiction, for violating this Agreement or any applicable law.

11.

WRITTEN PERMISSION: Except as otherwise specifically noted herein, any “written permission” required by this Agreement is only valid if signed by the Chairman of the Board or his designee.

12.

WAIVER: The delay or failure of the Company to insist upon Employee’s punctual performance of any of the provisions of this Agreement, or the failure of the Company to exercise any right or remedy available to it under this Agreement, shall not constitute in any manner a waiver by the Company of any subsequent default or breach by Employee.

13.

NOTICES: All notices, requests, demands or other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service, if served personally on the party to whom notice is being given, or on the third (3rd) day after mailing, if mailed to the party to whom notice is to be given, by first class mail, postage prepaid, and properly addressed as follows:

Learning Tree International, Inc.:

Board of Directors

LEARNING TREE INTERNATIONAL, INC.

13650 Dulles Technology Drive, Suite 400

Herndon, Virginia 20171

With Copy To:

Jonathan Pavony, Esq.

Squire Patton Boggs LLP

2550 M Street NW

Washington, DC 20037

Notice shall be given to Employee at the most recent address reflected in Employee’s employment records.

Any party may change its address for purposes of this Section 13 by giving the other party a written notice of the new address.

14.

GOVERNING LAW; VENUE: Except as otherwise provided or where subject to federal law, this Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia, without giving effect to Virginia’s choice of law rules. Any dispute not covered by the agreement to arbitrate (Section 10), arising out of or related to the construction, interpretation, enforcement of this Agreement, may be filed in any court of competent jurisdiction, including in Fairfax County, Virginia.

15.

ENTIRE AGREEMENT: This Agreement constitutes the entire Agreement between the parties and supersedes all prior or contemporaneous agreement and statements between the parties, whether written or oral, with respect to the subject matter hereof, and may not be contradicted by evidence of any prior or contemporaneous statements or agreements between Employee and the Company concerning the subject matter hereof. The parties herein represent that no other Agreement, oral or otherwise, exists or binds any of the parties hereto. The parties hereto acknowledge that they have not executed this Agreement in reliance upon any other or further representation or promise of any party. No change, modification, waiver, or amendment of this Agreement shall be of any effect unless in writing signed by Employee and by the Chairman of the Board or his designee.

16.

SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and shall inure to the benefit of the successors or assigns of the Company.

17.

ASSIGNMENT: This Agreement is not assignable by Employee.

18.

SEVERABILITY: The provisions of this Agreement are severable. Should any provision be for any reason unenforceable, the remainder of the provisions shall remain in full force and effect. The provisions of this Agreement shall be interpreted, to the extent possible, to give full effect to the intent of the parties.

By signing below, I acknowledge that I have read this Agreement carefully, understand it, and will comply with the provisions set forth herein. I have had the opportunity to seek independent legal advice before signing this Agreement, and enter into this Agreement freely and voluntarily, based on my own judgment and not on any representations or promises other than those contained in this Agreement.

EMPLOYEE: David C. Collins		EMPLOYER: Learning Tree International, Inc.


/s/ David C. Collins		/s/ Richard Spires


February 18, 2016		By: Richard Spires
Date		Title: Chief Executive Officer

Exhibit 10.2

First Amendment to

AMENDED AND RESTATED Employment Agreement

THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “ First Amendment ”) is made and entered into as of this 1st day of February, 2016, by and between Learning Tree International, Inc., a Delaware corporation (the “Company” ), and Max Shevitz (the “Employee” ).

A. The Company and the Employee entered into an Amended and Restated Employment Agreement, dated in December 2013 (the “Employment Agreement” ).

B. The Company and the Employee desire to amend the Employment Agreement to (i) reduce the Employee’s annual base salary and modify the Employee’s work schedule as described in Section 2 of the Employment Agreement and (ii) update the Company’s address for receipt of notices thereunder.

C. Section 18 of the Employment Agreement provides that an instrument signed by the Company and the Employee is necessary to amend the Employment Agreement.

NOW, THEREFORE, the Company and the Employee hereby agree:

1. Section 2 of the Employment Agreement is hereby amended in its entirety as follows:

2. PAYMENT . As full compensation for the services rendered by Employee hereunder, the Company agrees to pay Employee the sum of $20,000.00/Month, payable in accordance with the Company’s payroll practices from time to time semi-monthly, subject to withholding and deductions in accordance with all applicable laws.

a. Said compensation is paid for (i) Employee’s advice and availability as advisor to the Company; (ii) 60% of full-time services, or at least 000024 hours of services per week, which shall be completed by working full days on Monday, Tuesday and Friday of each week, or such other days and time as the parties shall mutually agree; and (iii) the covenants described below. Employee shall perform his services at the Company’s headquarters in Herndon, Virginia or at the Company’s offices in Rockville, Maryland or such other location as directed by the Company’s Chief Executive Officer. In connection with providing the services to the Company, Employee shall not be eligible for (a) Company bonus or other incentive compensation or (b) paid-time off (PTO) accrual. Employee is no longer eligible to participate in the Company’s medical, dental, life insurance and accidental death and dismemberment benefits during the term of this Agreement due to the reduction in work hours. Employee will, however, continue to be eligible for participation in the Company’s 401(k) plan in accordance with the applicable plan terms and eligible for compensation on holidays in accordance with Company policy to the extent his scheduled work day falls on such holiday.

b. The Employee Manual, as amended from time to time by the Company and delivered to Employee, is an integral part of this employment relationship, but does not form a contract or contract based rights, nor does it serve to alter the at will nature of Employee’s employment. Employee’s initials affixed below signify Employee’s understanding that it is Employee’s responsibility to read the Employee Manual, and to comply fully with the terms set forth therein.to the Fee as determined in the discretion of the Company’s Board of Directors.

/s/ MS

(Employee’s Initials)

2. Section 16 of the Employment Agreement is hereby amended to replace the address for the Company with the following address:

LEARNING TREE INTERNATIONAL, INC.

13650 Dulles Technology Drive, Suite 400

Herndon, Virginia 20171

3. Except as modified by this First Amendment, all terms of the Employment Agreement shall remain in full force and effect without modification.

4. This First Amendment may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. A facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original and not a facsimile signature.

5. Capitalized terms not otherwise defined herein have the respective meanings ascribed to them in the Employment Agreement.

[ Signature page follows ]

IN WITNESS WHEREOF, the parties have executed this First Amendment effective as of the day first above written.

COMPANY		EMPLOYEE

LEARNING TREE INTERNATIONAL, INC.



By:	/s/ Richard A. Spire s	By:	/s/ Max Shevitz
	Name: Richard A. Spires		Name: Max Shevitz
	Title: Chief Executive Officer		Title: President

Exhibit 31.1

WRITTEN CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Richard A. Spires, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Learning Tree International, Inc.;

2.	Based on my knowledge, this 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 report;

3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;

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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 10, 2016

By:		/s/ Richard A. Spires
	Richard A. Spires
	Chief Executive Officer

Exhibit 31.2

WRITTEN CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, David W. Asai, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Learning Tree International, Inc.;

2.	Based on my knowledge, this 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 report;

3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;

(a)

(b)

(c)

(d)

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

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 10, 2016

By:		/s/ David W. Asai
	David W. Asai
	Chief Financial Officer

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard A. Spires, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the quarterly report of Learning Tree International, Inc. on Form 10-Q for the quarter ended April 1, 2016 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Learning Tree International, Inc.

May 10, 2016

By:		/s/ Richard A. Spires
	Richard A. Spires
	Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Learning Tree International, Inc. and will be retained by Learning Tree International, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, David W. Asai, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the quarterly report of Learning Tree International, Inc. on Form 10-Q for the quarter ended April 1, 2016 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Learning Tree International, Inc.

May 10, 2016

By:		/s/ David W. Asai
	David W. Asai
	Chief Financial Officer