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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

For the quarterly period ended July 31, 2003

For the transition period from ________ to ________

Commission File No. 000-29347

Lightspan, Inc.

(858) 824-8000

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 and Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ   NO o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o   No þ

Number of shares of registrant’s common stock outstanding as of August 31, 2003: 4,768,016 (Note: one-for-ten stock split was effective August 25, 2003)

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Lightspan, Inc
Quarterly Report on Form 10-Q
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PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

LIGHTSPAN, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)

See accompanying notes.

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LIGHTSPAN, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)

See accompanying notes.

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LIGHTSPAN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)

See accompanying notes.

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LIGHTSPAN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Summary of Significant Accounting Policies

Basis of Presentation

     The accompanying unaudited consolidated financial statements of Lightspan, Inc., which include the accounts of its wholly owned subsidiary, Academic Systems Corporation (“Academic”), have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring items considered necessary for a fair presentation, have been included in the accompanying unaudited consolidated financial statements. All significant intercompany transactions and balances have been eliminated in consolidation. Historically, the operating results for Lightspan, Inc., Academic and eduTest (collectively “Lightspan” or the “Company”) have varied significantly from quarter to quarter because of seasonal influences on demand for its Lightspan Achieve Now, fee-based subscription online and Academic curriculum products and services based on school calendars, budget cycles, the sources and the timing of school districts’ funding. The Company’s operating results are expected to continue to vary significantly from quarter to quarter as a result of the same influences. Operating results for the three and six months ended July 31, 2003, or for any other interim period are not necessarily indicative of the results that may be expected for the full year ending January 31, 2004. For further information, refer to the consolidated financial statements and notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2003.

Organization and Business Activity

     Lightspan, Inc. (“Lightspan”) was founded in 1993. Lightspan was incorporated as The Lightspan Partnership, Inc. and changed its name to Lightspan, Inc. on April 10, 2000. Lightspan provides curriculum-based educational software and online products and services to schools and school districts that are used both in school and at home. Lightspan Achieve Now is an interactive CD-ROM-based software product for kindergarten through eighth grade schools, or K-8, that covers the core curriculum of language arts, reading and math. The Lightspan Achieve Now program typically includes the Lightspan Achieve Now software and a PlayStation® game console that the student uses to operate the program at home throughout the school year. The Lightspan Network is an online subscription service that provides curriculum-based content for classroom and home use. The Lightspan Reading Center is a complete online reading program that supports student achievement and helps educators make more informed instructional decisions. Lightspan eduTest Assessment is a comprehensive accountability and assessment online subscription program that allows educators to quickly identify district, school, class and student strengths and needs relating to state and national standards. Academic software is a CD-ROM-based product that serves the college market with an English and mathematics curriculum designed to meet the needs of under-prepared students. Web-enhanced versions of Academic’s Interactive Mathematics and Interactive English allow colleges to implement the programs using client workstations that are located solely within an intranet, on the Internet in a distance learning configuration, or with a combination of intranet and Internet-based workstations.

Revenue

     Lightspan derives its revenues from the licensing of software, online subscriptions, product implementation, materials, training services, customer support services, and the sale of PlayStation game consoles and accessories.

Software Licenses

     Lightspan recognizes revenue from license agreements when a non-cancelable, non-contingent license agreement has been signed, the software product has been delivered, no uncertainties exist surrounding product acceptance, fees from the agreement are fixed and determinable, and collection is probable. In software arrangements that include multiple elements, such as those that include rights to software products, customer support and product implementation and training services, Lightspan allocates the total fee to each component of the arrangement based on objective evidence of its fair value, which is specific to Lightspan. The objective evidence for each element is based on the sale price of each element when sold or offered for sale separately. Lightspan uses the residual method to recognize revenue when a license agreement includes one or more elements to be delivered at a future date if evidence of the fair value of all undelivered elements exists. If evidence of

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the fair value of the undelivered elements does not exist, all revenue is deferred until sufficient evidence exists or all elements have been delivered.

     The Company recognizes revenue in accordance with Statement of Position (“SOP”) 97-2, “Software Revenue Recognition,” and SOP 98-9, “Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions,” the Securities and Exchange Commissions (“SEC”) Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (“SAB 101”) and The American Institute of Certified Public Accountants (“AICPA”). We believe that our revenue recognition policy is consistent with this guidance and in accordance with generally accepted accounting principles. However, the accounting profession continues to discuss various provisions of these guidelines with the objective of providing additional guidance on their future application. These discussions and the issuance of new interpretations, once finalized, could lead to unanticipated changes in recognized revenue. They could also drive significant adjustments to our business practices that could result in increased administrative costs, lengthened sales cycles and other changes that could affect our results of operations.

     Academic curriculum products are licensed to colleges and then sold by the licensing colleges to students on a student-by-student basis for use with each class, instead of a textbook. As Lightspan is not contractually obligated to provide further service after delivery of the license, Lightspan recognizes the full sales value of Academic license revenue generally upon delivery.

     Historically, Lightspan has experienced minimal customer cancellations, forfeitures or discontinuations of licenses.

Online Subscriptions

     Revenue derived from fee-based online subscriptions is recognized on a straight-line basis over the term of the agreement, generally one year.

Professional Services

     Revenue derived from professional services, including product implementation and customer training provided by our professional development organization, is recognized as the services are performed in accordance with the standard implementation, training, service, and evaluation plans that Lightspan establishes for its customers. Revenue derived from telephone support and maintenance arrangements provided by the professional development organization is recognized ratably over the term of the support and maintenance period, generally one year.

Hardware

     Revenue derived from hardware sales, including the sale of PlayStation game consoles and related accessories, is recognized upon delivery of the console and the related software product.

2. Goodwill and Other Intangible Assets

     On February 1, 2002, we adopted Statement of Financial Accounting Standards No. 142, or SFAS No. 142, “Goodwill and Other Intangible Assets” which required us to cease amortizing goodwill, and instead perform a transitional review for impairment as of February 1, 2002 and an annual review for impairment during the fourth quarter of fiscal 2003. Goodwill is considered to be potentially impaired if we determine the carrying value of the reporting unit exceeds its fair value. During the second quarter of fiscal 2003, we performed the transitional test by completing the first step of this review and determined that there was a potential impairment of goodwill relating to our higher education division, Academic Systems. As a result, as required by SFAS 142, we performed a second step utilizing an independent appraisal firm combined with internal analyses and other market and company information to measure the amount of the potential impairment. As a part of this second step, SFAS 142 required the fair value of the reporting unit be allocated to its assets and liabilities in the same manner used in accounting for business combinations. These analyses were judgmental in nature and included significant estimates and assumptions in forecasting revenues, expenses, growth rates and other relevant information in a discounted cash flow model with discount rates reflecting the appropriate inherent risk.

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This transitional impairment review from the second step of SFAS 142 resulted in a noncash charge of $3.0 million in the first quarter of fiscal 2003 to reduce the carrying value of the goodwill associated with our higher education division, Academic Systems. This charge is reflected as the cumulative effect of a change in accounting principle in the first quarter of fiscal 2003 as required by SFAS 142. Also in connection with the adoption of SFAS 142 we reclassified $1.2 million and $0.5 million of assembled workforce intangibles and related accumulated amortization respectively as required by the pronouncement.

     We cannot assure you that when we complete our future annual or other periodic reviews for impairment of goodwill that a material impairment charge will not be recorded. Goodwill totaled $11.7 million at July 31, 2003.

     Detail of intangible assets subject to amortization at July 31, 2003 was as follows:

     Comparison of intangible assets between years:

     Amortization expense for intangible assets was $1.8 million and $2.0 million for the three months ended July 31, 2003 and July 31, 2002, respectively; and $3.8 million and $4.0 million for the six months ended July 31, 2003 and July 31, 2002, respectively.

     The estimated annual amortization expense for amortized intangible assets owned as of January 31, 2003 for each of the five succeeding fiscal years is as follows:

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3. Computation of Net Loss per Share

     Lightspan computes net loss per share in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128, Earnings Per Share. Under the provisions of SFAS No. 128, basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and common equivalent shares outstanding during the period. Potentially dilutive securities composed of incremental common shares issuable upon the exercise of stock options and warrants were excluded from diluted loss per share for the three and six month periods ended July 31, 2003 and the three and six month periods ended July 31, 2002 because the Company had a net loss for the period and the inclusion of outstanding stock options and warrants would be anti-dilutive. Basic and diluted loss per share, including the weighted average shares, have been adjusted to reflect the 1:10 reverse stock split which became effective at 5:00 P.M. on August 25, 2003.

4. Stock-based Compensation

     As permitted by SFAS No. 123, Accounting for Stock-Based Compensation, Lightspan has elected to follow Accounting Principles Board Opinion (“APB”) No. 25, Accounting for Stock Issued to Employees, and related Interpretations in accounting for stock-based employee compensation. Under APB No. 25, if the exercise price of Lightspan’s employee and director stock options equals or exceeds the fair value of the underlying stock on the date of grant, no compensation expense is recognized. When the exercise price of the employee or director stock options is less than the fair value of the underlying stock on the grant date, Lightspan records deferred stock compensation for the difference and amortizes this amount to expense in accordance with FASB Interpretation No. 28, (“FIN 28”), over the vesting period of the options. Options or stock awards issued to non-employees are recorded at their fair value as determined in accordance with SFAS No. 123 and EITF 96-18, and recognized over the related service period.

     Pro forma information regarding net loss is required by SFAS No. 123, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure,” and has been determined as if Lightspan had accounted for its employee stock options under the fair value method of that statement. The fair value of these options was estimated at the date of grant using the Black-Scholes option pricing model for options subsequent to Lightspan’s initial public offering and using the minimum value method for nonpublic entities for options prior to Lightspan’s initial public offering.

     For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the vesting period of such options. Lightspan’s pro forma information is as follows (in thousands, except per share data):

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5. Comprehensive Income (Loss)

     For the three and six months ended July 31, 2003 and July 31, 2002, comprehensive loss was equal to reported net loss.

6. Reportable Segments

Description of the Types of Products from Which Each Reportable Segment Derives its Revenues

     Lightspan has two reportable segments: K-12 and Higher Education. Revenues derived from the K-12 segment include the sale of Lightspan Achieve Now software licenses, subscription fees for The Lightspan Network and Lightspan eduTest Assessment products, implementation, training and support services and hardware and related accessories. Revenues derived from the Higher Education segment, comprised solely of Academic which was acquired in September 1999, include the sale of curriculum products licensed to colleges, which are then sold by the licensing colleges to students on a student-by-student basis for use with each class.

Measurement of Segment Profit or Loss and Segment Assets

     Lightspan evaluates performance and allocates resources based on profit or loss from operations before income taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.

Factors Management Used to Identify Lightspan’s Reportable Segments

     Lightspan’s reportable segments are business units that offer different products and services.

Financial Information for Lightspan’s Segments

The Company’s Higher Education segment remains solely comprised of Academic. The following information is for the K-12 and Higher Education segments (in thousands):

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7. Subsequent Events

Reverse Stock Split

     At the Company’s Annual Meeting of Stockholders, on August 21, 2003, the stockholders of the Company approved a series of alternative amendments to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect at the discretion of the Board of Directors a reverse stock split of the Common Stock, with the effectiveness of one of such amendments to be determined by the Board of Directors. On August 22, 2003 the Board of Directors authorized the Company to effect a reverse split whereby each outstanding 10 shares was combined, converted and changed into one share of Common Stock. The reverse split became effective at 5:00 P.M. EDT on August 25, 2003. The Company’s trading symbol on NASDAQ will temporarily be “LSPND” for 20 trading days then revert back to “LSPN.” Computershare Trust Company of New York is the Company’s exchange agent for the reverse split.

Merger Agreement Signed

     On September 9, 2003, the Company announced the signing of an Agreement and Plan of Merger with Plato Learning, Inc. Plato Learning will acquire all of the shares of the Company for approximately 6.5 million shares of Plato Learning common stock, based on an exchange ratio of 1.330 shares of Plato common stock for each share of the Company’s common stock. The value could change based on the price movement of Plato’s common stock, which is publicly traded on NASDAQ, as outlined in an 8-K filed on September 9, 2003 with the U.S. Securities and Exchange Commission.

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

     Statements in this document, other than the statements of historical information, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We may identify these statements by the use of words such as “will”, “may”, “might”, “could”, “should”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “predict”, “project”, “estimate”, “potential”, “continue” and similar expressions. These statements are only predictions. Actual events or results may differ materially. Such forward-looking statements involve known and unknown risks and other factors which may cause our actual results in future periods to differ materially from those expressed in any forward-looking statements. These risks and factors include those discussed below under the headings “Liquidity and Capital Resources” and “Risks and Uncertainties.” You should also carefully review the risks described in

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other documents we file from time to time with the Securities and Exchange Commission. We caution that the risks and factors discussed below and in such filings are not exclusive. We do not undertake to update any forward-looking statement that may be made from time to time by or on behalf of the Company. You should carefully review and consider the various disclosures in this report and in our other reports filed with the Securities and Exchange Commission that attempt to advise you of certain risks and factors that may affect our business. You are cautioned not to place undue reliance on these forward-looking statements to reflect events or circumstances occurring after the date hereof.

     The following should be read in conjunction with our consolidated financial statements and notes to these consolidated financial statements.

Overview

     We were founded in 1993 on the philosophy of using technology to increase student achievement by connecting the school to the home. We develop, market and sell curriculum-based educational software and fee-based online subscription products and services used both in school and at home. Our curriculum-based educational software consists of our Lightspan Achieve Now and Academic software. Lightspan Achieve Now is our media-rich, interactive CD-ROM-based software for students in schools in kindergarten through eighth grade that covers the core curriculum of language arts, reading and math. Our technology, delivery system and content help increase student interest in learning, parental involvement in their children’s education, and productive interaction among teachers, parents and students. Our Academic software is also CD-ROM-based and serves the college market with an English and mathematics curriculum designed to meet the needs of under-prepared college students. Our fee-based online subscription products consist of The Lightspan Network, which provides curriculum based content correlated to state academic standards, and the Lightspan Reading Center, which is a complete online reading program that supports student achievement and helps educators make more informed instructional decisions. Assessment products are offered through Lightspan eduTest Assessment, with proprietary test questions, covering language arts, mathematics and science, allowing educators to assess their students’ progress in the classroom. The results can be analyzed at the school district and school levels, and the classroom.

     Our products and services are sold to school districts primarily by a direct field sales force, an internal sales organization and supported by our professional development team who assist in implementing our curricula in schools.

     On September 9, 2003, the Company announced the signing of an Agreement and Plan of Merger with Plato Learning, Inc. Plato Learning will acquire all of the shares of the Company for approximately 6.5 million shares of Plato Learning common stock, based on an exchange ratio of 1.330 shares of Plato common stock for each share of the Company’s common stock. The value could change based on the price movement of Plato’s common stock, which is publicly traded on NASDAQ, as outlined in an 8-K filed on September 9, 2003 with the U.S. Securities and Exchange Commission.

Critical Accounting Policies

     The preparation of financial statements in conformity with generally accepted accounting principles requires us to utilize accounting policies and make estimates and assumptions that affect our reported amounts. Our significant accounting policies are described below and in Note 1 of the “Notes to Consolidated Financial Statements” included elsewhere in this quarterly report. We believe policies and estimates related to revenue recognition, goodwill valuation, intangible assets and allowance for doubtful accounts represent our critical accounting policies. Future results may differ from these estimates under different assumptions or conditions.

Revenue Recognition

     Software License Revenue. We recognize revenue from license agreements when a non-cancelable, non-contingent license agreement has been signed, the software product has been delivered, no uncertainties exist surrounding product acceptance, fees from the agreement are fixed and determinable, and collection is probable. In software arrangements that include multiple elements, such as those that include rights to software products, customer support and product implementation and training services, Lightspan allocates the total fee to each component of the arrangement based on objective evidence of its fair value, which is specific to Lightspan. The objective evidence for each element is based on the sale price of each element when sold or offered for sale separately. We use the residual method to recognize revenue when a license agreement includes one or more elements to be delivered at a future date if evidence of the fair value of all undelivered elements exists. If

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evidence of the fair value of the undelivered elements does not exist, all revenue is deferred until sufficient evidence exists or all elements have been delivered.

     Academic curriculum products are licensed to colleges and then sold by the licensing colleges to students on a student-by-student basis for use with each class, instead of a textbook. As Lightspan is not contractually obligated to provide further service after delivery of the license, Lightspan recognizes the full sales value of Academic license revenue generally upon delivery.

     Online Subscriptions. Revenue derived from fee-based online subscriptions is recognized on a straight-line basis over the term of the agreement, generally one year.

     Professional Services. Revenue derived from professional services, including product implementation and customer training is recognized as the services are performed. Revenue derived from telephone support and maintenance arrangements provided by the professional development organization is recognized ratably over the term of the support and maintenance period, generally one year.

     Hardware. Hardware revenue derived from the sale of PlayStation game consoles and related accessories is recognized upon shipment of the console and the related software product.

     The Company recognizes revenue in accordance with Statement of Position (“SOP”) 97-2, “Software Revenue Recognition,” and SOP 98-9, “Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions,” the Securities and Exchange Commissions (“SEC”) Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (“SAB 101”) and The American Institute of Certified Public Accountants (“AICPA”). We believe that our revenue recognition policy is consistent with this guidance and in accordance with generally accepted accounting principles. However, the accounting profession continues to discuss various provisions of these guidelines with the objective of providing additional guidance on their future application. These discussions and the issuance of new interpretations, once finalized, could lead to unanticipated changes in recognized revenue. They could also drive significant adjustments to our business practices that could result in increased administrative costs, lengthened sales cycles and other changes that could affect our results of operations.

Use of Estimates

     Valuation of Goodwill. On February 1, 2002, we adopted Statement of Financial Accounting Standards No. 142, or SFAS No. 142, “Goodwill and Other Intangible Assets” which required us to cease amortizing goodwill, and instead perform a transitional review for impairment as of February 1, 2002 and an annual review for impairment during the fourth quarter of fiscal 2003. Goodwill is considered to be potentially impaired if we determine the carrying value of the reporting unit exceeds its fair value. During the second quarter of fiscal 2003, we performed the transitional test by completing the first step of this review and determined that there was a potential impairment of goodwill relating to our higher education division, Academic Systems. As a result, as required by SFAS 142, we performed a second step utilizing an independent appraisal firm combined with internal analyses and other market and company information to measure the amount of the potential impairment. As a part of this second step, SFAS 142 requires the fair value of the reporting unit be allocated to its assets and liabilities in the same manner used in accounting for business combinations. These analyses were judgmental in nature and included significant estimates and assumptions in forecasting revenues, expenses, growth rates and other relevant information in a discounted cash flow model with discount rates reflecting the appropriate inherent risk.

     In addition to the annual review, an interim review is required if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Examples of such events or circumstances include:

	•		a significant adverse change in legal factors or in the business climate;
	•		a decline in our stock price or the stock price of comparable companies;
	•		a significant decline in our projected revenue or earnings growth or cash flows;
	•		an adverse action or assessment by a regulator;
	•		unanticipated competition or the loss of key personnel

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	•		a more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed of;
	•		the testing of recoverability under Statement 144 of a significant asset group within a reporting unit

     Valuation of Intangible Assets. Our intangible assets were acquired as a result of our acquisitions of Academic and Global Schoolhouse in September 1999, StudyWeb in October 1999 and eduTest in June 2000, and represent customer base, acquired technology, trademarks and trade names. These intangibles are amortized on a straight-line basis over the estimated economic life of the assets. We periodically assess the impairment of intangible assets which requires us to make assumptions and judgments regarding the carrying value of these assets. Lightspan continually evaluates the recoverability of the intangible assets and considers any events or changes in circumstances that would indicate that the carrying amount of an asset may not be recoverable. The determination of the value of such intangible assets requires management to make estimates and assumptions that affect our consolidated financial statements. Any material changes in circumstances could require future write-downs of our intangible assets and could have a material adverse impact on our operating results for the periods in which such write-downs occur. At July 31, 2003, the net book value of intangible assets that are subject to amortization totaled $ 2.9 million.

     Allowance for Doubtful Accounts. We maintain an allowance for doubtful accounts that we estimate to be sufficient to provide adequate protection against losses resulting from collecting less than full payment on our receivables. A considerable amount of judgment is required when we assess the realization of receivables, including assessing the probability of collection and the current credit-worthiness of each customer. We determine the amount of the reserve by analyzing known uncollectible accounts, aged receivables, historical losses and our customers’ credit-worthiness. Amounts later determined and specifically identified to be uncollectible are charged or written off against this reserve. If a customer’s account becomes past due, we generally place a hold on the account and discontinue further shipments to that customer, minimizing further risk of loss. Additionally, our policy is to fully reserve for all accounts with aged balances greater than one year. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, an additional provision for doubtful accounts may be required. As of July 31, 2003, we have not incurred a material write-off of accounts receivable since our inception.

Results of Operations

     We have incurred significant losses since our inception and, as of July 31, 2003, have accumulated losses of approximately $318.0 million which excludes the $16.5 million preferred stock dividend from fiscal 2001. We expect to continue to incur operating losses for the foreseeable future.

Comparison of Three Months Ended July 31, 2003 and 2002

Revenues

     We generate revenues from the sale of software licenses, on-line subscriptions, professional services and hardware. Our total revenues increased nine percent to $15.4 million in the three months ended July 31, 2003 from $14.1 million in the three months ended July 31, 2002 primarily due to an increase of $0.7 million in revenue recognized from our online subscription products, a $0.5 million increase in hardware sales and a $0.1 million increase in professional services revenue, as described below.

     Software Licenses. Total software license revenue of $8.9 million in the three months ended July 31, 2003 was similar to the same period in the prior year. An increase of $0.8 million in sales of Academic Systems software was offset by a decrease in sales of Lightspan Achieve Now licenses in the three months ended July 31, 2003 compared to the same period in the prior year.

     Online Subscriptions. Our online subscription revenues increased 32 percent to $3.0 million in the three months ended July 31, 2003 from $2.3 million in the three months ended July 31, 2002 primarily due to an increase in the base of customers subscribing to our fee-based online subscription products. The number of schools subscribing to our K-12, online subscription products increased 27 percent in the current quarter as compared to the same period in the prior year.

     Professional Services. Our professional service revenues were $2.4 million in the three months ended July 31, 2003 comparable to the $2.3 million in the three months ended July 31, 2002.

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     Hardware and Other. Our hardware revenues increased 72 percent to $1.1 million in the three months ended July 31, 2003 from $0.7 million in the three months ended July 31, 2002, primarily due to sales of the higher priced Sony PlayStation console/LCD combo and sales of the new Mobile Learning Center.

Cost of Revenues

     Our total cost of revenues was $4.0 million and $3.8 million for the three month periods ended July 31, 2003 and July 31, 2002, respectively. The $0.2 million increase in cost of revenues was a result of higher hardware sales, partially offset by lower cost of software license revenue in the current quarter as compared to the same period in the prior year. Our gross margin increased nearly one percentage point to 74.2 percent in the three months ended July 31, 2003 from 73.3 percent in the three months ended July 31, 2002 primarily reflecting a lower overall cost structure.

Expenses

     Sales and Marketing. Our sales and marketing expenses decreased 15 percent to $8.6 million for the three months ended July 31, 2003 from $10.1 million for the three months ended July 31, 2002 reflecting a decrease in staff and related organizational cost reductions made at the end of the last fiscal year.

     Our sales and marketing expenses consist primarily of compensation and related benefits, commissions, bonuses, travel, advertising, promotional activities, customer incentive programs and research and evaluation of our current customers and markets. The company has focused its marketing resources on more targeted, cost-effective marketing campaigns designed to attract new customers, retain and increase sales to current customers and broaden the markets for our Lightspan Achieve Now curriculum, fee-based subscription on-line products and Academic products.

     Technology and Development. Our technology and development expenses decreased 38 percent to $2.2 million for the three months ended July 31, 2003 from $3.4 million for the three months ended July 31, 2002 primarily due to a decrease in personnel and consulting costs associated with both the completion of various development activities and organizational cost reductions made at the end of the last fiscal year.

     Our development costs consist primarily of compensation and benefits of personnel for design, art, production, enhancement, maintenance and testing of our Lightspan Achieve Now curriculum, fee-based subscription on-line products and Academic products, which we expense as incurred.

     General and Administrative. Our general and administrative expenses decreased 53 percent to $1.3 million for the three months ended July 31, 2003 from $2.8 million for the three months ended July 31, 2002 primarily as a result of lower bad debt expense and professional service costs during the current quarter than in the prior year period.

     Our general and administrative expenses consist primarily of compensation and benefits for executive and administrative personnel, professional service expenses and other general corporate expenses.

     Amortization of Intangible Assets. Amortization expense was $1.8 million and $2.0 million in the three month periods ended July 31, 2003 and July 31, 2002, respectively, and represents the amortization of intangible assets, other than goodwill, from our previous acquisitions.

     Goodwill. Effective February 1, 2002, we adopted SFAS 142. Under SFAS 142, goodwill is no longer amortized to expense and must be periodically reviewed for impairment with any related losses recognized when incurred. This transitional impairment review from the second step of SFAS 142 resulted in a noncash charge of $3.0 million in the first quarter of fiscal 2003 to reduce the carrying value of the goodwill associated with our higher education division, Academic Systems. This charge is reflected as the cumulative effect of a change in accounting principle in the first quarter of fiscal 2003 as required by SFAS 142. Also in connection with the adoption of SFAS 142 we reclassified $1.2 million and $0.5 million of assembled workforce intangibles and related accumulated amortization respectively as required by the pronouncement. We cannot assure you that when we complete our annual or other periodic reviews for impairment of goodwill that a material impairment charge will not be recorded. Goodwill totaled $11.7 million at July 31, 2003.

     Interest Income. Our net interest income decreased from $0.1 million for the three months ended July 31, 2002 to a

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negligible amount for the three months ended July 31, 2003 as a result of lower cash balances and a reduction in the market yield on such investments.

Comparison of Six Months Ended July 31, 2003 and 2002

Revenues

     Our total revenues increased seven percent to $26.0 million in the six months ended July 31, 2003 from $24.4 million in the six months ended July 31, 2002 primarily due to the increase in revenue recognized from our on-line subscription products, software licenses and hardware revenue, offset in part by a $0.2 million decrease in revenue from professional services, as described below.

     Software Licenses. Our software license revenues increased two percent to $13.7 million in the six months ended July 31, 2003 from $13.5 million in the six months ended July 31, 2002 primarily due to a 33 percent increase in Academic Systems software sales, offset by a 11 percent decrease in sales of Lightspan Achieve Now licenses in this period as compared to the same period in the prior year.

     On-line Subscriptions. Our on-line subscription revenues increased 21 percent to $5.8 million in the six months ended July 31, 2003 from $4.8 million in the six months ended July 31, 2002 primarily due to an increase in the base of customers subscribing to our fee-based on-line subscription products.

     Professional Services. Our professional service revenues decreased three percent to $4.6 million in the six months ended July 31, 2003 from $4.8 million in the six months ended July 31, 2002 primarily due to fewer days delivered during the first quarter of this year as compared to the same period in the prior year.

     Hardware and Other. Our hardware revenues increased 37 percent to $1.8 million in the six months ended July 31, 2003 from $1.3 million in the six months ended July 31, 2002 primarily due to an increase in the sales of the higher priced Sony PlayStation console/LCD combo and the new Mobile Learning Center during the second quarter of the current year.

Cost of Revenues

     Our total cost of revenues increased two percent to $7.1 million for the six months ended July 31, 2003 from $7.0 million for the six months ended July 31, 2002 primarily reflecting the increase in hardware sales, partially offset by lower software license cost of revenue. Gross margin as a percentage of total revenues increased more than one percentage point to 72.6 percent in the six months ended July 31, 2003 from 71.3 percent in the six months ended July 31, 2002 due primarily to a lower overall cost structure.

Expenses

     Sales and Marketing. Our sales and marketing expenses decreased 16 percent to $17.1 million for the six months ended July 31, 2003 from $20.4 million for the six months ended July 31, 2002 primarily due to reductions in personnel costs, travel and related selling expenses and in marketing expenses as our marketing emphasis changed from a product branding focus to a supporting role of the existing sales organization.

     Technology and Development. Our technology and development expenses decreased 37 percent to $4.5 million for the six months ended July 31, 2003 from $7.2 million for the six months ended July 31, 2002 primarily due to a decrease in personnel and consulting costs associated with the completion of various development activities.

     General and Administrative. Our general and administrative expenses decreased 45 percent to $3.5 million for the six months ended July 31, 2003 from $6.3 million for the six months ended July 31, 2002 mainly reflecting certain non-recurring severance costs, and other expenses relating to staff reductions, and one-time facility shut down costs which were incurred in the prior year period, as well as, lower professional service fees in the current year period.

     Amortization of Intangible Assets. Expense for the six months ended July 31, 2003, $3.8 million, represented amortization of intangible assets, other than goodwill, from our previous acquisitions. Effective February 1, 2002, we adopted SFAS 142. Under SFAS 142, goodwill is no longer amortized to expense and must be periodically reviewed for impairment with any

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related losses recognized when incurred. The effect of any future impairment on our consolidated financial statements is unknown. Expense for the same period in 2002 included $4.0 million of amortization of intangibles.

     Interest Income (Expense). Our net interest income decreased to $0.1 million for the six months ended July 31, 2003 from $0.3 million for the six months ended July 31, 2002 as a result of lower cash balances and a reduction in the market yield on such investments.

Liquidity and Capital Resources

     From inception through July 2003, we have financed our operations and met our capital expenditure requirements primarily from the net proceeds from private sales of equity securities, net proceeds from our initial public offering and the collection of revenues from the sales of our products and services. We are currently not generating sufficient revenue to consistently fund our operations. We expect our operating losses and net operating cash outflows to continue if we are unable to increase sales. If we are unable to sufficiently increase our revenues, our ability to service and maintain our products or fund our operations could be significantly impaired. At July 31, 2003, we had $12.6 million of unrestricted cash and cash equivalents and $0.8 million in restricted cash for a total of $13.4 million. Our business will require the use of our capital to fund operating losses, capital expenditures and working capital needs. We have incurred significant losses since our inception and may continue to incur losses. If we are unable to increase our revenues, we would expect to continue to incur operating losses for the foreseeable future.

     Our working capital has fluctuated significantly since our inception. This is primarily due to the timing of cash payments to vendors, cash collections from customers, varying resources required for development efforts on our product offerings, as well as receipt of cash from our preferred stock financings, initial public offering, private placements and other equity offerings. We expect our working capital requirements and cash position to fluctuate significantly from period to period for the foreseeable future for the same reasons.

     The amount of net cash used in operating activities decreased $9.3 million in the six months ended July 31, 2003 as compared to the same period in the prior year primarily due to our overall cost reduction initiatives. Net cash provided by investing activities increased $9.0 million in the six months ended July 31, 2003 as compared to the six months ended July 31, 2002 as short-term investments were sold to fund operations during the six months ended July 31, 2003. Historically we have experienced and expect to experience a high degree of seasonality in our business operations related to the funding and purchasing cycles of our education customers. During the previous two fiscal years we had negative cash flows in the first, second and fourth quarters and generated cash from operations in the third quarter.

     Our future capital requirements will depend on a variety of factors, including market acceptance of our products and services and the resources we devote to developing, selling, marketing and supporting our products. We expect to devote capital resources in connection with selling, marketing and maintaining our existing products and services, and continued development, expansion and maintenance of our existing software and on-line product offerings and content. In addition, we may expand our business through strategic partnerships, acquisitions and other similar relationships which may require the issuance of debt or equity securities.

     As of July 31, 2003, we believe that our cash and cash equivalents will be sufficient to fund our operations and capital requirements through at least the next 12 months. However, the actual amount of funds that we will need during or after the next 12 months will be determined by many factors, some of which are beyond our control, and we may need funds sooner than currently anticipated.

Risks and Uncertainties

     Additional risks not presently known to us, or that we currently deem immaterial, may also impair our business operations. Our business, financial condition or results of operations may be seriously harmed by any of these risks. You should carefully read these risks and uncertainties in evaluating our business.

We have a limited operating history that makes an evaluation of our business difficult.

     We began selling our Lightspan Achieve Now educational software in January 1996 and entered the online market by launching The Lightspan Network in January 1997. Academic began selling its educational software in April 1994. Since

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early 1999, we have significantly increased our efforts to expand our fee-based online subscription businesses. As a result, our businesses have only a limited operating history on which you can base your evaluation of our business and prospects. In considering an investment in our stock, you should evaluate the risks, uncertainties, expenses and difficulties frequently encountered by early stage companies.

Our quarterly results are volatile and difficult to forecast, which could cause the price of our common stock to decline.

     Our quarterly results have fluctuated significantly since our inception, for various reasons. Our quarterly results have ranged from a net loss of $21.0 million to a net income of $17.7 million over the thirty quarters ended July 31, 2003. In addition, in fiscal year 1997 and 1998 we recognized license revenue for our Lightspan Achieve Now product of $5.6 million and $14.8 million, respectively, in accordance with the accounting rules in effect at that time; while in fiscal years 1999 and 2000, we did not recognize any Lightspan Achieve Now license revenue, in accordance with new accounting rules adopted February 1, 1998. In the quarter ended April 30, 2000, we recognized $46.4 million in previously deferred revenue, resulting in an operating profit of $16.2 million. In the quarter ended July 31, 2000, we recognized the remaining $2.0 million of revenue previously deferred. The operating results for these quarters are not indicative of our underlying business in these quarters, and will not be indicative of results that may be expected for any subsequent quarter, for the full year ending January 31, 2004 or for any future years.

     We expect significant fluctuations in our quarterly revenues and operating results to continue. Demand for our products and services is subject to seasonal influences based on school calendars, budget cycles, and the sources and timing of school districts’ funding. Moreover, our sales could be delayed from quarter to quarter due partly to our need to assist school district decision makers regarding the uses and benefits of our software, and the lengthy multiple approval process that typically accompanies significant expenditures by school districts. If a significant sale that we expect to occur in a particular quarter is delayed until a future quarter, or does not occur at all, our quarterly performance may be adversely affected to a greater degree than expected. Further, our fee-based online subscription efforts may contribute to fluctuations in our quarterly operating results because the sales cycles and our ability to recognize revenues derived from sales of our fee-based online subscription products are different than the sales cycles and our ability to recognize revenues derived from sales of our educational software. Also, our quarterly results may be impacted to the extent that outstanding warrants held by CINAR Corporation become exercisable upon completion of certain performance criteria and we are required to record a corresponding expense. If our financial results for one or more quarters fall below the expectations of analysts and investors, the trading price of our common stock may decline.

If we are unable to increase our revenues, we would expect net losses to continue for the foreseeable future and may never achieve or sustain profitability, which may cause our stock price to decline.

     Since our inception, we have incurred significant net losses. As of July 31, 2003 we have accumulated net losses of $318.0 million. We incurred net losses of $36.1 million for the fiscal year ended January 31, 2003; net losses of $62.2 million for the fiscal year ended January 31, 2002; and $32.1 million in net losses for the fiscal year ended January 31, 2001, including the recognition of $48.1 million in revenue previously deferred in fiscal years 1999 and 2000. Our operating losses and negative cash flow could continue as we incur costs and expenses related to, among other things:

	•		marketing and promotional activities;
	•		continued development and expansion of our fee-based online subscription offerings and content; and
	•		amortization or impairment of intangible assets and goodwill recorded in connection with our acquisitions of eduTest, LearningPlanet.com, Academic, Global Schoolhouse and StudyWeb.

     Our ability to become profitable and maintain profitability depends on our ability to generate and sustain substantially higher revenues while maintaining reasonable expense levels. Although we may continue our spending on the activities listed above, these efforts may not result in increased revenues. We conduct operations using estimates as to future expense levels based on our expectations of future revenues. We cannot guarantee that we will be able to predict our future revenues accurately or that we will be able to adjust spending to compensate for any unexpected revenue shortfall. If we achieve profitability, we may not be able to sustain or increase profitability.

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     From time to time, we receive inquiries from investors and other parties as to whether Lightspan will remain an independent organization. In May 2002, we engaged U.S. Bancorp Piper Jaffray to evaluate those inquiries and strategic alternatives for our business and to assist management and the Board of Directors in maximizing shareholder value.

Changes in funding for public school systems could reduce our revenues and impede the growth of our business.

     We derive a substantial portion of our revenues from public school funding, which is heavily dependent on support from federal, state and local governments. Government budget deficits may adversely affect the availability of this funding. In addition, the government appropriations process is often slow, unpredictable and subject to factors outside of our control. Curtailments, delays or reductions in the funding of schools or colleges, for example a reduction of funds allocated to schools under Title I of the Elementary and Secondary Education Act of 1965, could delay or reduce our revenues, in part because schools may not have sufficient capital to purchase our products or services. Funding difficulties experienced by schools or colleges could also cause those institutions to be more resistant to price increases in our products, compared to other businesses that might better be able to pass on price increases to their customers. The growth of our business depends on continued investment by public school systems in interactive educational technology and products. Changes to funding of public school systems could slow this type of investment.

We are heavily dependent upon our relationship with Sony Computer Entertainment Inc. and termination of that relationship, potential supply shortages of the PlayStation game consoles or unanticipated changes in the game consoles could significantly reduce our Lightspan Achieve Now sales or increase related expenses.

     We are heavily dependent upon our relationship with Sony Computer Entertainment Inc., which supplies the PlayStation game console used by the students who use our Lightspan Achieve Now educational software at home. Historically, and for the foreseeable future, sales of Lightspan Achieve Now and PlayStation game consoles have accounted for a majority of our revenue. Without incurring significant additional expense, there currently is no readily available operating platform for broad implementation of Lightspan Achieve Now in the home other than the PlayStation game console. Sony Computer Entertainment Inc. has rights to terminate their agreement with us in various circumstances, including if it elects to stop producing the PlayStation game console. If our agreement is terminated, if the PlayStation game console loses popular appeal or if we are unable to obtain an adequate supply of PlayStation game consoles on a timely basis, our ability to sell our Lightspan Achieve Now curriculum will be significantly reduced and we could incur significant additional expenses or lose substantial revenues.

     We may also experience disruption of supply of the original PlayStation game console as Sony Computer Entertainment Inc. balances its manufacturing capability between the PlayStation game console and the PlayStation®2 computer entertainment system. If we are unable to acquire PlayStation game consoles, our software license revenue may be deferred, as our revenue recognition policy requires that delivery of hardware along with the software is required before we can fully recognize software license revenue.

     Note: “PlayStation” and the “PS” Family logo are registered trademarks of Sony Computer Entertainment Inc.

We may need additional financing to meet our strategic business objectives, which may not be available and, if available, might adversely impact our existing stockholders.

     We may need to raise additional funds to continue to meet operating demands or other strategic business objectives. In addition, if we enter into new areas of business, or expand our business through strategic partnerships, acquisitions or other similar relationships, we may incur substantially increased expenses for which we do not expect investment returns for months or years in the future. If we raise additional funds through the issuance of equity or debt securities that have rights senior to those of our current stockholders, these stockholders may experience additional dilution or may lose other rights. We cannot be certain that additional financing will be available to us on favorable terms when required, if at all. Such capital raising may be made more difficult if we are no longer listed on the NASDAQ National Market as a result of our failure to continue to meet the listing requirements required by NASDAQ, which is a risk we face. If we cannot raise funds on acceptable terms, if and when needed, we may not be able to take advantage of future opportunities, to continue to operate or grow our business or respond to competitive pressures or unanticipated developments.

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Our acquisitions of other businesses and involvement in strategic relationships may not be successful, which could distract our management or cause us to incur additional expenses.

     We have acquired businesses and may continue to do so in the future. Our integration of these acquisitions or any future acquisitions could distract our management or cause us to incur additional expenses, and could cause our business and operations to be adversely impacted. We also may or expand our business through strategic partnerships, acquisitions or other similar relationships.

Our continued growth will utilize our resources, and failure to manage this growth effectively could disrupt our operations and prevent us from generating the revenues we expect.

     We expect that expansion of our customer and revenue base will be required to successfully implement our business strategy. For example, the development of our business continues to require sales and marketing expenditures as well as increased development efforts of certain products. This expansion may strain our management, operational, financial and technological resources, as well as the infrastructure for our Web sites and services. The growth of our Lightspan Achieve Now educational software business may strain the resources of our professional development staff during periods of heavy implementation in purchasing school districts. Our growth depends on our ability to attract and retain qualified employees (including employees of businesses that we acquire), particularly sales and marketing and product development personnel. Our failure to manage our growth in a manner that minimizes these strains on our resources could disrupt our operations and ultimately prevent us from generating the revenues we expect.

Our curriculum-based educational software may be unable to achieve or maintain broader market acceptance, which would cause our future revenue growth and profitability to be adversely impacted.

     We expect to continue to generate a substantial portion of our revenues from our curriculum-based educational software products such as Lightspan Achieve Now software licenses, and will need to increase these revenues in order to more effectively grow other areas of our business. Revenues from licenses will depend principally on broadening market acceptance of that software, which may not occur due to a number of factors, including:

	•		teacher, parent and student preferences for interactive educational technology are subject to changes in popular entertainment and educational theory;
	•		some teachers may be reluctant to use interactive educational technology to supplement their customary teaching practices;
	•		we may be unable to continue to demonstrate improvements in academic performance at schools or colleges that use our educational software; and
	•		our failure to detect bugs in our software could result in product failures or poor product performance.

     If market acceptance of our curriculum-based educational software is not broadened, our future revenue growth will be adversely impacted and we may never become profitable.

The success of our business model requires us to increase our revenues from our fee-based online subscription business, and we may never become profitable if we are unable to do so.

     To achieve our operating goals and objectives, we will need to derive an increasing portion of our revenues from our fee-based online subscription business. Our ability to increase revenues from our fee-based online subscription business depends on:

	•		our ability to increase the subscriber base of our fee-based online subscription products while maintaining a subscription fee; and
	•		improvement of the accessibility and ease of use of our Web sites.

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     The future success of our fee-based online subscription business is highly dependent on an increase in the number of users who are willing to subscribe to The Lightspan Network, Lightspan Reading Center, Lightspan eduTest Assessment and Lightspan Assessment Builder subscription products. The number of users willing to pay for online educational products may not continue to increase. If the market for subscription-based online educational products develops more slowly than we expect, or if our efforts to attract new subscribers are not successful or cost effective our operating results and financial condition may be materially and adversely affected.

     If we are unable to substantially increase our revenues from our online subscription businesses, we will be unable to execute our current business model. As a result, we may need to reevaluate that business model, or we may never become profitable.

We rely on statistical studies to demonstrate the effectiveness of our products, and our reputation and sales and marketing efforts could be adversely impacted if the results of these studies are not representative or if their integrity is questioned, which could lead to lower than expected revenues.

     We rely heavily on statistical studies, including those cited in our Annual Report on Form 10-K, to demonstrate that our curriculum-based educational software increase student achievement. We believe that these studies accurately reflect the performance of our products. However, these studies involve the following risks:

	•		the limited sample sizes used in our studies may yield results that are not representative of the general population of students who use our products;
	•		the methods used to gather the information upon which these studies are based depend on cooperation from students and other participants and inaccurate or incomplete responses could distort results; and
	•		schools studying the effectiveness of our Lightspan Achieve Now curriculum administer different tests, and colleges and universities studying the effectiveness of our Academic Systems curriculum apply different methodologies and data collection techniques, making results difficult to aggregate and compare.

     We are involved in the Lightspan Achieve Now studies in the following ways:

	•		we facilitate the collection and analysis of data for these studies; and
	•		we select and pay researchers to aggregate and present the results of these studies and, in some cases, to conduct the studies.

     Our sales and marketing efforts, as well as our reputation, could be adversely impacted if the public, including our existing and potential customers, perceives these studies to be biased due to our involvement, or if the results of these studies are not representative, which could lead to lower than expected revenues.

If we fail to enhance our fee-based online subscription products and services without systems interruptions and adapt those products and services to changes in technology, our future revenue growth and profitability could be less than we expect.

     We believe that a component of our future revenue growth will depend on whether we are able to enhance and improve our fee-based online subscription products and services as planned. Enhancements and improvements to our fee-based online subscription products are currently scheduled, but we cannot assure you that those enhancements and improvements will gain market acceptance or be launched on schedule and without systems interruptions. In addition, the Internet is rapidly changing, and we expect that we will continually need to adapt our fee-based online subscription products and their related technology to emerging Internet standards and practices, technological advances developed by our competition, and changing subscriber and user preferences. Ongoing adaptation of our fee-based online subscription products and their related technology will entail significant expense and technical risk, and we may use new technologies ineffectively or fail to adapt our fee-based online subscription products and their related technology on a timely and cost-effective basis. If our enhancements, improvements and adaptations of our fee-based online subscription products and their related technologies are

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delayed, result in systems interruptions or do not gain market acceptance, our future revenue growth will be adversely impacted and we may never become profitable.

We expect competition to increase significantly in the future, which could prevent us from successfully implementing our business strategy.

     The educational technology market is intensely competitive and subject to increasing commercial attention. Barriers to entering Internet markets are relatively low, and we expect competition to intensify in the future, as more businesses use the Internet to enter the student, parent and teacher markets for education-oriented products and services. We also may be adversely affected by pricing and other operational decisions. For example, the decision of several of our competitors that offer educational content on the Internet to offer a free service rather than charge a fee, which could adversely impact our subscription revenues.

     Our competitors include:

	•		comprehensive curriculum software publishers which offer various school-based computer-based learning systems;
	•		“edutainment” software vendors, which principally target the consumer market but also sell to schools;
	•		education-oriented Internet services and the educational segments of general online service providers;
	•		distance learning providers; and
	•		programs that take over management of the school or provide substantial tutoring help.

     Many of our current and potential competitors have longer operating histories, larger customer or user bases, greater brand recognition and significantly greater financial, marketing and other resources. Many of these current and potential competitors can devote substantially greater resources than we can to product development, marketing and promotional campaigns and Web site and systems development.

If we do not successfully anticipate and adapt to changes in computer platforms and other evolving technologies, our operating results relating to sales of our software products could be adversely impacted.

     We must manage our software development efforts to anticipate and adapt to changes in popular computer operating environments and other evolving technologies. For example, we have improved the existing Academic CD-ROM-based educational software product with Internet-based enhancements. Our Lightspan Achieve Now curriculum-based educational software is currently delivered in CD-ROM format on PlayStation game consoles and on Windows-based personal computers. We may continue to evaluate other operating environments and computer platforms for our software products as they become available.

     We may decide from time to time to make our software products available in other operating environments or on other computer platforms and our efforts to do so may involve substantial costs without the realization of expected additional revenue from these activities. Market acceptance of our software products and our operating results relating to their sale could also be lower than we expect if we are unable to anticipate and adapt to changes in computer platforms and other evolving technologies in a timely and cost-effective manner.

We will not be able to grow our online subscription businesses if the market for those businesses does not develop.

     The success of our fee-based online subscription businesses will depend in large part on the continued emergence and growth of a market for Internet-based educational technology products. The market for educational technology is characterized by rapid change and product innovation, unpredictable product life cycles and unpredictable preferences among students, teachers and parents. Internet commercial businesses and services are evolving markets as well, and it is difficult to estimate how and when growth or other changes in those markets will occur. We therefore cannot predict that the market for Internet-based educational technology products will continue to expand.

Our business may not succeed without the continued development and maintenance of the Internet.

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     Without the continued development and maintenance of the Internet infrastructure, we could fail to generate the revenues necessary for our fee-based online subscription business to succeed. In addition, our Lightspan Achieve Now curriculum is very media-rich and is not currently delivered over the Internet, due to bandwidth and other limitations. The continued development of the Internet includes maintenance of a reliable network with the necessary speed, data capacity and security, as well as timely development of complementary products for providing reliable Internet access and services. Because the online exchange of information and global commerce on the Internet is new and evolving, we cannot predict whether the Internet will prove to be an effective vehicle for delivering commercial content or will provide a viable marketplace for electronic commerce in the long term.

     As the number of Internet users continues to increase, and as these users increase their frequency of use and bandwidth requirements, the Internet infrastructure may be unable to support the demands. In addition, increased users or bandwidth requirements may adversely impact the performance of the Internet.

Unless we maintain a strong brand identity, our business may not grow and our financial results may be adversely impacted.

     We believe that maintaining and enhancing the value of our Lightspan and Academic brands is critical to attracting purchasers for our curriculum-based educational software and subscribers and users of our fee-based online subscription businesses. Our success in maintaining brand awareness will depend on our ability to continuously provide educational technology that students enjoy using and teachers and parents consider beneficial to the learning process. We cannot assure you that we will be successful in maintaining our brand equity. In addition, to attract and retain subscribers and users and to promote and maintain the Lightspan and Academic brands, we have spent, and may need to continue spending significant resources on a brand-enhancement strategy, which includes promotional programs and efforts by our field sales team and professional development staffs. Revenues from these activities may not be sufficient to offset associated costs.

Claims relating to data collection from our user base and content available on or accessible from our Web sites may subject us to liabilities and additional expense.

     We currently utilize the names of teachers and students who are registering for our online subscription products for purposes of accessing our websites. However, we may in the future collect other personal information relating to students, teachers and parents, and may sell our user information on an aggregated, non-individual basis; though we do not intend to sell information relating to children under the age of thirteen. We could be subject to liability claims for misuses of information collected from our users, such as for unauthorized marketing purposes, and could face additional expenses to analyze and comply with increasing regulation in this area. The Federal Trade Commission, for example, has enacted regulations governing collection of personal information from children under the age of thirteen and is expected to issue and enforce additional regulations in this area. We could also be subject to liability based on claims relating to content that is published on our Web sites or that is accessible from our network through links to other Web sites. In addition to subjecting us to potential liability, claims of this type could require us to change our Web sites in a manner that could be less attractive to our customers and divert our financial and development resources.

Our business operations could be significantly disrupted if we lose members of our management team.

     Our success depends on the continued contributions of the principal members of our sales and marketing, product development, online services, and management departments. The loss of the services of any of our officers or senior managers could disrupt operations in their respective departments and could cause our overall financial results to be adversely impacted. We do not maintain any “key person” life insurance policies other than on John T. Kernan, our Chairman and Chief Executive Officer, and Carl E. Zeiger, our President and Chief Operating Officer.

We may not be able to prevent others from using our trademarks, copyrights, software, characters and other intellectual property assets. If others do use these assets, their value to us, and our ability to use them to generate revenues, may decrease.

     Our intellectual property includes our trademarks and copyrights, proprietary software, characters and other proprietary rights. We believe that our intellectual property is important to our success and our competitive position, and we try to protect it. However, our efforts may be inadequate. In addition, our ability to conduct our business may be adversely impacted if

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others claim we violate their intellectual property rights. If successful, claims of this nature could adversely impact our business by requiring us to cease using important intellectual property or pay monetary damages. Even if unsuccessful, these claims could adversely impact our business by damaging our reputation, requiring us to incur legal costs and diverting management’s attention away from our business.

Our stock price is highly volatile.

     The market price of our common stock is likely to continue to be highly volatile due to risks and uncertainties described in this section of the Annual Report, as well as other factors, including:

	•		conditions and publicity regarding the Internet or educational software industries generally;
	•		sales of substantial amounts of our stock by existing stockholders;
	•		price and volume fluctuations in the stock market at large which do not relate to our operating performance; and
	•		comments by securities analysts, or our failure to meet analysts’ or investor expectations.

     Furthermore, the stock market has from time to time experienced extreme price and volume fluctuations that may be unrelated to the operating performance of particular companies. In addition, class action lawsuits have historically been initiated against Internet and software companies following periods of volatility in the market prices of these companies’ stock. In general, decreases in our stock price would reduce the value of our stockholders’ investments and could limit our ability to raise necessary capital or make potential acquisitions of assets or businesses. Moreover, as of March 20, 2003, our common stock had closed at less than $1.00 for thirty consecutive trading days. We have received notification from NASDAQ of our non-compliance with the exchange’s minimum-price requirement; however we have a grace period of 180 days to regain compliance with this requirement. If we are unable to regain compliance, or if appeals to NASDAQ for relief from compliance are unsuccessful, then we could be delisted from the NASDAQ National Market, which could adversely affect our stock price and the ability of our stockholders and investors to buy and sell our common stock. As of August 26, 2003 and through September 10, 2003, our stock had a closing price ranging from $7.78 to $10.40, effected for the reverse split. We expect to regain compliance with the minimum price requirements in the near future.

     If litigation were instituted on the basis of volatility or liquidity in our stock price, it could result in substantial costs and would divert management’s attention and resources. This could have a material adverse effect on our business, financial condition and results of operations.

Our executive officers, directors and major stockholders control approximately 47.3% of our common stock.

     As of August 31, 2003, executive officers, directors and holders of 5% or more of our outstanding common stock, in the aggregate, owned or controlled approximately 47.3% of our outstanding common stock. These stockholders are able to influence all matters requiring approval by our stockholders, including the election of directors and the approval of corporate transactions. This concentration of ownership may also delay, deter or prevent a change in control of our company and may make some transactions more difficult or impossible to complete without the support of these stockholders.

It may be difficult for a third party to acquire our company, and this could adversely impact our stock price.

     Delaware corporate law and our certificate of incorporation and bylaws contain provisions that could delay, defer or prevent a change in control of our company or our management. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors and take other corporate actions. As a result, these

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provisions could limit the price that investors are willing to pay in the future for shares of our common stock. These provisions:

	•		authorize us to issue preferred stock that can be created and issued by the board of directors without prior stockholder approval, with rights senior to those of common stock;
	•		provide for a staggered board of directors, so that it would take three successive annual meetings to replace all directors;
	•		prohibit stockholder action by written consent; and
	•		establish advance notice requirements for submitting nominations for election to the board of directors and for proposing matters that can be acted upon by stockholders at a meeting.

     Additionally, in February 2002 we adopted a Share Purchase Rights Plan. Pursuant this plan, each share of our outstanding common stock has an associated preferred share purchase right. These rights will not trade separately from our common stock until, and are exercisable only upon, the acquisition or potential acquisition by a person or group of, or the tender offer for, fifteen percent or more of our common stock.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

     Our exposure to market risk for changes in interest rates relates primarily to the increase or decrease in the amount of interest income we can earn on our investment portfolio and on the increase or decrease in the amount of interest expense we must pay with respect to our various outstanding debt instruments. Our risk associated with fluctuating interest expense is limited, however, to the interest rates which are tied to market rates, and our investments in interest sensitive financial instruments. Under our current policies, we do not use interest rate derivative instruments to manage exposure to interest rate changes and do not expect to in the future. We ensure the safety and preservation of our invested principal funds by limiting default risks, market risk and reinvestment risk. We mitigate default risk by investing in securities rated AA or better. A hypothetical 100 basis point adverse move in interest rates along the entire interest rate yield curve would not materially affect the fair value of our interest sensitive financial instruments at July 31, 2003. Declines in interest rates over time will, however, reduce our interest income.

Item 4. Controls And Procedures

     The Company’s chief executive officer and chief financial officer performed an evaluation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of July 31, 2003. Based on that evaluation, the chief executive officer and chief financial officer concluded that, as of such date, the Company’s disclosure controls and procedures were effective and sufficient to ensure that information required to be disclosed by the Company in the reports that it files under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

     There has been no change in the Company’s internal control over financial reporting during the quarter ended July 31, 2003 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

     On June 19, 2003, Credit Suisse First Boston Corporation and approximately 12 of its clients, including Lightspan, Inc., were named as defendants in a securities class action lawsuit filed in United States District Court for the Southern District of Florida. The complaint asserts wrongdoing relating to various initial public offerings in which Credit Suisse First Boston was involved between 1999 and 2001. Among other things, the complaint alleges that Lightspan, Inc. violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended.

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     After Lightspan secured an enlargement of time within which to answer, the United States Judicial Panel on Multi-District Litigation transferred the case to the United States District Court for the Southern District of New York, centralizing and consolidating it with the present initial public offering actions pending in such court.

     Although we believe this lawsuit against Lightspan, Inc. is without merit, no assurance can be given about its outcome, and an unfavorable outcome could have a material adverse effect on Lightspan’s operating results.

Item 2. Changes in Securities and Use of Proceeds

     On August 22, 2003 the Board of Directors authorized the Company to effect a 1-for-10 reverse split of the Company’s Common stock, whereby each outstanding 10 shares was combined, converted and changed into one share of Common Stock. The reverse split, which was previously approved by the stockholders at the Company’s August 21, 2003 Annual Stockholders Meeting, became effective at 5:00 P.M. EDT on August 25, 2003. Adjustments were automatically made to the Company’s outstanding options and warrants to reflect the reverse split as reflected above.

Item 3. Defaults Upon Senior Securities

     None.

Item 4. Submission of Matters to a Vote of Security Holders

     We held our Annual Meeting of Stockholders on August 21, 2003. At the meeting the stockholders of the Company approved a series of alternative amendments to the Company’s Amended and Restates Certificate of Incorporation, as amended, to effect at the discretion of the Board of Directors a reverse stock split of the Common Stock whereby each outstanding 7, 9, or 10 shares would be combined, converted and changed into one share of Common Stock, with the effectiveness of one of such amendments and the abandonment of the other amendments, or the abandonment of all amendments to be determined by the Board of Directors prior to the 2004 Annual Meeting of Stockholders of the Company, as permitted under Section 242(c) of the Delaware General Corporate Law. The voting for the proposal was as follows:

     Also at the meeting, the following nominees were elected as directors to hold office until the 2006 Annual Meeting of Stockholders or until their successors are elected and qualified:

     The following individuals’ terms of office as a director continued after the meeting: Carl E. Zeiger, Douglas M. Holtby, John T. Kernan, Jeffrey W. Brown and Hugh M. Tietjen.

     Also at the meeting, the appointment of Ernst & Young LLP as the Company’s independent public accountants for the fiscal year ending January 31, 2004 was ratified. The voting for the proposal was as follows:

Item 5. Other Information

     None.

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Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits