SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 31, 1998
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OR
[ ] 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 0-20842
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TRO LEARNING, INC.
------------------
(Exact name of Registrant as specified in its charter)
Delaware 36-3660532
- -------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1721 Moon Lake Boulevard, Suite 555, Hoffman Estates, IL 60194
- -------------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 781-7800
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NOT APPLICABLE
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(Former name, former address and former fiscal year,
if changed since last report)
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 X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common stock, $.01 par value 6,418,732 shares
- ---------------------------- ----------------------------------
Class Outstanding as of August 28, 1998
(This document contains 15 pages)
1
TRO LEARNING, INC. AND SUBSIDIARIES
INDEX
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Page
Number
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PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (Unaudited):
Consolidated Statements of Income for the
Three and Nine Months Ended July 31, 1998 and 1997...........................................3
Consolidated Balance Sheets as of
July 31, 1998 and October 31, 1997...........................................................4
Consolidated Statements of Cash Flows for the
Nine Months Ended July 31, 1998 and 1997.....................................................5
Notes to Consolidated Financial Statements.................................................6-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.............................................9-13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings...........................................................................14
Item 2. Changes in Securities.......................................................................14
Item 3. Defaults Upon Senior Securities.............................................................14
Item 4. Submission of Matters to a Vote of Security Holders.........................................14
Item 5. Other Information...........................................................................14
Item 6. Exhibits and Reports on Form 8-K............................................................14
SIGNATURES ...........................................................................................15
2
PART I. FINANCIAL INFORMATION
TRO LEARNING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED NINE MONTHS ENDED
JULY 31, JULY 31,
---------------------- ----------------------
1998 1997 1998 1997
-------- -------- -------- --------
Revenues by product line:
PLATO-Registered Trademark- Education ..... $10,601 $10,674 $25,035 $21,163
Aviation Training ......................... 1,464 669 3,846 2,867
-------- -------- -------- --------
Total revenues .......................... 12,065 11,343 28,881 24,030
Cost of revenues ............................ 1,415 1,761 4,352 3,892
-------- -------- -------- --------
Gross profit ............................ 10,650 9,582 24,529 20,138
-------- -------- -------- --------
Operating expenses:
Selling, general and administrative expense 6,699 8,577 19,059 22,426
Product development and customer support .. 1,900 2,285 5,734 5,758
------- ------- ------- -------
Total operating expenses ................ 8,599 10,862 24,793 28,184
------- ------- ------- -------
Operating income (loss) ............... 2,051 (1,280) (264) (8,046)
Interest expense ............................ 592 505 1,369 984
Interest income and other expense, net ...... (127) (57) 198 51
------- ------- ------- -------
Income (loss) before income taxes ..... 1,586 (1,728) (1,831) (9,081)
Credit for income taxes ..................... -- (648) -- (3,405)
-------- -------- -------- --------
Net income (loss) ..................... $ 1,586 $(1,080) $(1,831) $(5,676)
-------- -------- -------- --------
-------- -------- -------- --------
Earnings per share:
Basic ................................... $ 0.25 $ (0.17) $ (0.29) $ (0.91)
-------- -------- -------- --------
-------- -------- -------- --------
Diluted ................................. $ 0.23 $ (0.17) $ (0.29) $ (0.91)
-------- -------- -------- --------
-------- -------- -------- --------
Weighted average common shares outstanding:
Basic ................................... 6,417 6,229 6,407 6,212
-------- -------- -------- --------
-------- -------- -------- --------
Diluted ................................. 6,873 6,229 6,407 6,212
-------- -------- -------- --------
-------- -------- -------- --------
See Notes to Consolidated Financial Statements
3
TRO LEARNING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA)
JULY 31, OCTOBER 31,
1998 1997
--------- -----------
ASSETS
Current assets:
Cash and cash equivalents ..................................... $ 880 $ 537
Accounts receivable, less allowances of $802 and .............. 18,081 18,305
$7,020, respectively
Inventories ................................................... 775 990
Prepaid expenses and other current assets ..................... 628 688
--------- ---------
Total current assets ........................................ 20,364 20,520
Equipment and leasehold improvements, less accumulated
depreciation of $4,595 and $4,092, respectively ............... 1,240 1,271
Product development costs, less accumulated amortization of
$4,164 and $2,562, respectively 6,340 5,989
Other assets .................................................... 1,078 1,308
--------- ---------
$ 29,022 $ 29,088
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable .............................................. $ 3,349 $ 3,472
Accrued employee salaries and benefits ........................ 2,664 3,199
Accrued liabilities ........................................... 3,562 4,072
Revolving loan ................................................ 14,479 11,908
Deferred revenue .............................................. 2,470 1,949
--------- ---------
Total current liabilities ................................... 26,524 24,600
Long-term debt .................................................. 3,050 3,050
Deferred revenue, less current portion .......................... 485 519
Other liabilities ............................................... 103 172
Stockholders' equity:
Common stock, $.01 par value, 25,000 shares authorized;
6,539 shares issued and 6,419 shares outstanding in 1998;
6,450 shares issued and 6,405 shares outstanding in 1997 .... 64 64
Paid in capital ............................................... 22,857 22,074
Treasury stock at cost, 120 and 45 shares, respectively ....... (1,176) (469)
Accumulated deficit ........................................... (22,491) (20,660)
Foreign currency translation adjustment ....................... (394) (262)
--------- ---------
Total stockholders' equity .................................. (1,140) 747
--------- ---------
$ 29,022 $ 29,088
--------- ---------
--------- ---------
See Notes to Consolidated Financial Statements
4
TRO LEARNING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
NINE MONTHS ENDED
JULY 31,
------------------------------
1998 1997
------------ --------------
Cash flows from operating activities:
Net loss .................................................................. $(1,831) $(5,676)
------- -------
Adjustments to reconcile net loss to net cash used in operating
activities:
Deferred income taxes ................................................... -- (3,405)
Depreciation and amortization ........................................... 2,166 1,872
Provision for doubtful accounts ......................................... 561 1,712
Disposal of fixed assets ................................................ 2 2
Changes in assets and liabilities:
Increase (decrease) in accounts receivable ............................ (337) 1,728
(Increase) decrease in inventories .................................... 215 (77)
(Increase) decrease in prepaid expenses and other current
and noncurrent assets ............................................... 290 (267)
Increase in product development costs ................................. (1,953) (1,603)
Decrease in accounts payable .......................................... (123) (75)
Decrease in accrued liabilities, accrued employee salaries and
benefits and other liabilities ...................................... (1,147) (555)
Increase in deferred revenue .......................................... 487 827
------- -------
Total adjustments ................................................... 161 159
------- -------
Net cash used in operating activities ............................. (1,670) (5,517)
------- -------
Cash flows from investing activities:
Capital expenditures ...................................................... (536) (648)
------- -------
Net cash used in investing activities ................................. (536) (648)
------- -------
Cash flows from financing activities:
Net proceeds from short term borrowings ................................... 2,971 352
Proceeds from issuance of long term debt .................................. -- 6,050
Repayment of long term debt ............................................... (400) --
Net proceeds from issuance of common stock ................................ 110 79
------- -------
Net cash provided by financing activities ............................... 2,681 6,481
------- -------
Effect of foreign currency on cash ........................................... (132) (60)
------- -------
Net increase in cash and cash equivalents .................................... 343 256
Cash and cash equivalents at beginning of period ............................. 537 475
------- -------
Cash and cash equivalents at end of period ................................... $ 880 $ 731
------- -------
------- -------
Cash paid for interest expense ............................................... $ 1,400 $ 862
------- -------
------- -------
See Notes to Consolidated Financial Statements
5
TRO LEARNING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
NATURE OF BUSINESS:
TRO Learning, Inc. and its subsidiaries (the Company) develop and market
microcomputer-based, interactive, self-paced instructional systems. The Company
markets such systems primarily to educational institutions and private industry.
BASIS OF PRESENTATION:
The accompanying unaudited consolidated financial statements have been prepared
by the Company pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. Accordingly, these
quarterly consolidated financial statements should be read in conjunction with
the financial statements and the notes thereto included in the Company's Form
10-K for the fiscal year ended October 31, 1997.
The financial information furnished reflects, in the opinion of the Company, all
adjustments of a normal, recurring nature necessary for a fair statement of the
results for the interim periods presented. Because of cyclical and other
factors, the results for the interim periods presented are not necessarily
indicative of the results to be expected for the full fiscal year.
REVENUE RECOGNITION:
Revenue from the sale of education and training courseware licenses, computer
hardware, and related support services, is recognized when courseware, hardware,
and related services are delivered. Upon delivery, future service costs, if any,
are accrued. Future service costs represent the Company's problem resolution and
support "hotline" service for a one year period. Deferred revenue represents the
portion of billings made or payments received in advance of services being
performed or products being delivered.
PRODUCT DEVELOPMENT, ENHANCEMENT, AND MAINTENANCE COSTS:
The Company develops education and training products, referred to hereafter as
courseware products. Costs incurred in the development of the Company's current
generation courseware products and related enhancements and routine maintenance
thereof are expensed as incurred. All costs incurred by the Company in
establishing the technical feasibility of new courseware products to be sold,
leased, or otherwise marketed are expensed as incurred. Once technical
6
TRO LEARNING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
CONTINUED
PRODUCT DEVELOPMENT, ENHANCEMENT, AND MAINTENANCE COSTS, Continued
feasibility has been established, costs incurred in the development of new
generation courseware products are capitalized.
Amortization is provided over the estimated useful life of the new courseware
products, generally three years, using the straight-line method. Amortization
begins when the product is available for general release to customers.
Unamortized capitalized costs determined to be in excess of the net realizable
value of the product are expensed at the date of such determination.
EARNINGS PER SHARE:
The Company has adopted Statement of Financial Accounting Standards 128 (SFAS
128), "Earnings Per Share", as required, effective November 1, 1997. SFAS 128
requires presentation of basic and diluted earnings per share, including a
restatement of all prior periods presented. Basic earnings per share is
calculated based only upon the weighted average number of common shares
outstanding during the period. Diluted earnings per share is calculated based
upon the weighted average number of common and, where dilutive, potential common
shares outstanding during the period. Potential common shares include options,
warrants and convertible securities. Since the Company incurred a net loss for
all periods presented, potential common shares are antidilutive and excluded
from the calculation, and basic and diluted earnings per share are the same.
RECLASSIFICATIONS:
Certain prior year amounts have been reclassified in the consolidated financial
statements to conform to the current year presentation.
2. ACCOUNTS RECEIVABLE:
Accounts receivable include net installment receivables of $8,876,000 and
$6,264,000 at July 31, 1998 and October 31, 1997, respectively. Installment
receivables with terms greater than one year were $352,000 and $565,000 at July
31, 1998 and October 31,1997, respectively, and are included in other assets on
the consolidated balance sheets.
7
TRO LEARNING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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3. DEBT:
The Company's revolving loan agreement as amended provides for a maximum $18
million line of credit and $3 million term loan through February 28, 1999.
Effective April 16, 1998, the agreement also provides for additional line of
credit borrowings up to a maximum $4,500,000 (increased from $3,500,000) from
time to time during certain periods of the remaining term of the agreement.
Borrowings under the line bear interest at the prime rate plus 1.5%. The term
loan has an annual interest rate of 15%. Effective August 20, 1998, the term
loan is subject to a mandatory prepayment of $1,000,000 on or before November
30, 1998. At July 31, 1998, borrowings of $11,879,000 under the line were
outstanding at an interest rate of 10% and the term loan balance was $2,600,000.
The Company is currently reviewing alternatives to meet its short and long term
financing requirements.
4. INCOME TAXES:
In line with the Company's decision to fully reserve its deferred tax asset at
the end of fiscal 1997, no tax benefit has been recorded at July 31, 1998 for
the current year to date loss.
5. NONCASH FINANCING ACTIVITIES:
Pursuant to the Company's various stock incentive and stock option plans,
participants may elect to exercise stock options through a noncash transaction.
Upon exercise, the Company immediately repurchases shares, at the current market
price, equal to the participants aggregate exercise price and tax liability. The
acquired shares are recorded as treasury stock at cost.
During the nine months ended July 31, 1998 the Company acquired 75,000 shares
totaling $707,000 through noncash exercise transactions. During the nine months
ended July 31, 1997, the Company acquired 21,000 shares totaling $261,000
through noncash exercise transactions.
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- -------------------------------------------------------------------------------
RESULTS OF OPERATIONS
THIRD QUARTER FISCAL 1998 COMPARED TO THIRD QUARTER FISCAL 1997
REVENUES:
Total revenues for the third quarter of fiscal 1998 of $12,065,000 increased 6%
or $722,000 as compared to $11,343,000 for the third quarter of fiscal 1997. The
following table highlights revenues by product line (in 000's):
PLATO EDUCATION AVIATION TRAINING TOTAL
---------------------- ------------------ ----------------------
1998 1997 1998 1997 1998 1997
------- -------- ------ ---- ------- -------
Courseware license and support $ 9,617 $ 8,828 $1,464 $648 $11,081 $ 9,476
Hardware, third party courseware and other 984 1,846 -- 21 984 1,867
------- -------- ------- ---- ------- -------
Total revenues $10,601 $10,674 $1,464 669 $12,065 $11,343
------- -------- ------- ---- ------- -------
------- -------- ------- ---- ------- -------
PLATO Education revenues were comparable to the prior year. Increased courseware
license and support revenues of $789,000 were offset by decreased hardware and
third party courseware revenues of $862,000.
Aviation Training revenues increased $795,000 or 119% due to increased
courseware revenues in the third quarter of fiscal 1998.
GROSS PROFIT:
Gross profit for the third quarter of fiscal 1998 increased $1,068,000 or 11% to
$10,650,000 as compared to $9,582,000 for the third quarter of fiscal 1997. The
Company's gross margin was 88% for the third quarter of fiscal 1998 as compared
to 84% for the third quarter of fiscal 1997. Increased courseware revenues
contributed to the increase in gross profit and gross margin for the third
quarter of fiscal 1998.
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSE:
Selling, general, and administrative expense for the third quarter of fiscal
1998 decreased $1,878,000 or 22% to $6,699,000 as compared to $8,577,000 for the
third quarter of fiscal 1997. This decrease was principally due to the reduction
in PLATO Education selling expenses of $1,018,000, resulting primarily from the
restructuring of operations initiated in late fiscal 1997, and the decrease in
the provision for doubtful accounts of $624,000.
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, CONTINUED
- -------------------------------------------------------------------------------
RESULTS OF OPERATIONS, CONTINUED
PRODUCT DEVELOPMENT AND CUSTOMER SUPPORT:
Product development and customer support expense for the third quarter of
fiscal 1998 decreased $385,000 or 17% to $1,900,000 as compared to $2,285,000
for the third quarter of fiscal 1997. PLATO Education product development
expense decreased $275,000 due primarily to reduced spending and increased
capitalization of costs as compared to the same period of the prior year.
OPERATING INCOME (LOSS):
Operating income was $2,051,000 for the third quarter of fiscal 1998 as
compared to an operating loss of $1,280,000 for the third quarter of fiscal
1997. The improvement in operating results is due principally to the
increased mix of courseware revenues and the positive impact of the
restructuring of operations initiated in late fiscal 1997.
INCOME TAXES:
In line with the Company's decision to fully reserve its deferred tax asset
at the end of fiscal 1997, no income taxes have been recorded in fiscal 1998.
10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, CONTINUED
- -------------------------------------------------------------------------------
RESULTS OF OPERATIONS
FIRST NINE MONTHS FISCAL 1998 COMPARED TO FIRST NINE MONTHS FISCAL 1997
REVENUES:
Total revenues for the first nine months of fiscal 1998 of $28,881,000 increased
$4,851,000 or 20% as compared to $24,030,000 for the first nine months of fiscal
1997. The following table highlights revenues by product line (in 000's):
PLATO Education Aviation Training Total
------------------- ----------------- ------------------
1998 1997 1998 1997 1998 1997
------- ------- ------ ------ ------- -------
Courseware license and support $21,719 $17,170 $3,793 $2,695 $25,512 $19,865
Hardware, third party courseware and other 3,316 3,993 53 172 3,369 4,165
------- ------- ------ ------ ------- -------
Total revenues $25,035 $21,163 $3,846 $2,867 $28,881 $24,030
------- ------- ------ ------ ------- -------
------- ------- ------ ------ ------- -------
PLATO Education revenues for the first nine months of fiscal 1998 increased
$3,872,000 or 18% as compared to the first nine months of fiscal 1997. This
increase was due primarily to the growth in courseware license and support
revenues, slightly offset by decreased hardware and third party courseware
revenues.
Aviation Training revenues for the first nine months of fiscal 1998 increased
$979,000 or 34% over the first nine months of fiscal 1997 primarily due to
increased courseware revenues.
GROSS PROFIT:
Gross profit for the first nine months of fiscal 1998 increased $4,391,000 or
22% to $24,529,000 as compared to $20,138,000 for the first nine months of
fiscal 1997. This increase was due principally to the growth in courseware
revenues. The Company's gross margin was 85% for the first nine months of
fiscal 1998 compared to 84% for the first nine months of fiscal 1997.
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSE:
Selling, general, and administrative expense for the first nine months of
fiscal 1998 decreased $3,367,000 or 15% to $19,059,000 as compared to
$22,426,000 for the first nine months of fiscal 1997. This decrease was
principally due to the reduction in PLATO Education selling expenses of
$2,387,000, resulting primarily from the restructuring of operations
initiated in late fiscal 1997, and the decrease in the provision for doubtful
accounts of $1,151,000, offset by increased PLATO Education commissions of
$601,000 resulting from the growth in revenues.
11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, CONTINUED
- -------------------------------------------------------------------------------
RESULTS OF OPERATIONS, CONTINUED
PRODUCT DEVELOPMENT AND CUSTOMER SUPPORT:
Product development and customer support expense for the first nine months of
fiscal 1998 was comparable to the first nine months of fiscal 1997. Increased
Aviation Training product development expense of $306,000 was offset by a
decrease in PLATO Education product development expense of $231,000.
OPERATING LOSS:
The operating loss was $264,000 for the first nine months of fiscal 1998 as
compared to $8,046,000 for the first nine months of fiscal 1997. The
improvement in operating results is due principally to the increase in
courseware revenues and the positive impact of the restructuring of
operations initiated in late fiscal 1997.
INTEREST EXPENSE:
Interest expense for the first nine months of fiscal 1998 was $1,369,000 as
compared to $984,000 for the first nine months of fiscal 1997. Interest
expense increased due principally to the Company's long term debt incurred in
the second quarter of fiscal 1997.
INCOME TAXES:
In line with the Company's decision to fully reserve its deferred tax asset
at the end of fiscal 1997, no income taxes have been recorded in fiscal 1998.
LIQUIDITY AND CAPITAL RESOURCES
As of July 31, 1998, the Company's principal sources of liquidity included
cash and cash equivalents of $880,000, net accounts receivable of
$18,081,000, and its line of credit which expires February 28, 1999 unless
extended, renegotiated or replaced. The Company has net installment
receivables of $9,228,000 at July 31, 1998, of which $8,876,000 are due
within one year and are included in net accounts receivable.
Net cash used in the Company's operating activities was $1,670,000 in the
first nine months of fiscal 1998 as compared to $5,517,000 in the first nine
months of fiscal 1997. Cash flows from operations were used principally to
fund the Company's working capital requirements. In addition to cash flows
from operations, the Company has resources available under its revolving loan
agreement (see Note 3 of Notes to Consolidated Financial Statements). At July
31, 1998, borrowings of $11,879,000 were outstanding under the line of credit
at an interest rate of 10%.
Net cash used in investing activities was $536,000 in the first nine months
of fiscal 1998 for capital expenditures.
12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, CONTINUED
- -------------------------------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES, CONTINUED
Net cash provided by financing activities in the first nine months of fiscal
1998 was $2,681,000 which primarily represents borrowings under the Company's
line of credit offset by principal payments on the term loan (see Note 3 of
Notes to Consolidated Financial Statements).
In November 1997, the Company announced that it had retained BancAmerica
ROBERTSON STEPHENS to advise it regarding strategic alternatives to enhance
shareholder value. The Company is currently reviewing financing alternatives
to meet its short and long term working capital, capital expenditure, and
business investment requirements.
In September 1998, the Company announced the sale of its Aviation Training
business.
YEAR 2000
The Company has taken action to understand the nature and extent of the work
required to make its systems and infrastructure Year 2000 compliant. In
addition, the Company is communicating with its major suppliers and service
providers to determine whether they are actively involved in projects to
ensure that their products and business systems will be Year 2000 compliant.
The Company anticipates that its Year 2000 issues will be addressed on a
timely basis and at a cost that will not be material to the Company's
operations or financial condition.
13
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any litigation that is expected to
have a material adverse effect on the Company or its business.
ITEM 2. CHANGES IN SECURITIES
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Number Description
------ -----------
10.22 Fourth Amendment to Amended and Restated Revolving
Loan and Security Agreement between Sanwa Business
Credit Corporation and The Roach Organization,
Inc. and TRO Learning (Canada), Inc. dated August
20, 1998.
27 Financial Data Schedule
(b) Reports on Form 8-K:
No reports on Form 8-K were filed for the quarter ended July
31, 1998.
14
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 on September 4, 1998.
TRO LEARNING, INC.
By /s/ William R. Roach
----------------------------------------
Chairman of the Board, President and
Chief Executive Officer
(principal executive officer)
/s/ Andrew N. Peterson
----------------------------------------
Senior Vice President, Chief Financial
Officer, Treasurer and Secretary
(principal financial officer)
/s/ Mary Jo Murphy
----------------------------------------
Vice President, Corporate Controller and
Chief Accounting Officer
(principal accounting officer)
15