UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

OR

Commission file number: 0-22187

RENAISSANCE LEARNING, INC.

2911 Peach Street
P.O. Box 8036
Wisconsin Rapids, Wisconsin
(Address of principal executive offices)

54495-8036
(Zip Code)

(715) 424-3636
(Registrant’s telephone number, including area code)

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

RENAISSANCE LEARNING, INC.

INDEX TO FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

See accompanying notes to condensed consolidated financial statements.

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RENAISSANCE LEARNING, INC. AND SUBSIDIARIES

See accompanying notes to condensed consolidated financial statements.

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RENAISSANCE LEARNING, INC. AND SUBSIDIARIES

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RENAISSANCE LEARNING, INC. AND SUBSIDIARIES

1. Consolidation

     The condensed consolidated financial statements include the financial results of Renaissance Learning, Inc. and our subsidiaries. Our significant subsidiaries include Renaissance Corporate Services, Inc. and Generation 21 Learning Systems, LLC. All significant intercompany transactions have been eliminated in the condensed consolidated financial statements.

2. Basis of Presentation

     The condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) which are, in our opinion, necessary for a fair presentation of the results of the interim periods, and are presented on an unaudited basis. These financial statements should be read in conjunction with the financial information contained in our Annual Report on Form 10-K for the year ended December 31, 2003, which is on file with the U.S. Securities and Exchange Commission (“2003 Annual Report”).

     The results of operations for the three and six month periods ended June 30, 2004 and 2003 are not necessarily indicative of the results to be expected for the full year.

3. Earnings Per Common Share

     Basic earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Shares issued and shares reacquired during the period are weighted for the portion of the period they were outstanding. Diluted earnings per common share has been computed based on the weighted average number of common shares outstanding, increased by the number of additional common shares that would have been outstanding if the potentially dilutive stock option shares had been issued.

     On April 17, 2002, our Board of Directors authorized a repurchase program which provides for the repurchase of up to 5,000,000 shares of our common stock. No time limit was placed on the duration of the repurchase program, nor is there any dollar limit on the program. Repurchased shares will become treasury shares and will be used for stock-based employee benefit plans and for other general corporate purposes. During the six months ending June 30, 2004, we did not repurchase any shares under this program. The cumulative shares repurchased under this program remain at 4.0 million with an associated cost of $72.9 million.

     The weighted average shares outstanding are as follows:

     For the three months ended June 30, 2004 and 2003, 781,102 and 833,432 shares attributable to outstanding stock options were excluded from the calculation of diluted earnings per share because the effect was antidilutive. For the six months ended June 30, 2004 and 2003, 774,536 and 902,542 shares attributable to outstanding stock options were excluded from the calculation of diluted earnings per share because the effect was antidilutive. These options could be dilutive in the future.

4. Comprehensive Income

     Total comprehensive income was $13.6 million and $16.5 million in the first six months of 2004 and 2003, respectively. For the quarters ended June 30, 2004 and 2003, comprehensive income was $7.7 million and $8.9 million, respectively. Our comprehensive income includes foreign currency translation adjustments.

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5. Goodwill and Other Intangible Assets

     In accordance with SFAS No. 142 “Goodwill and Other Intangible Assets”, goodwill is not amortized but is tested at least annually for impairment. Our other intangible assets have finite lives and are amortized over their estimated useful lives of four years for algorithms and purchased software code, and five years for the non-compete agreement. Other intangibles with finite lives are scheduled to be fully amortized in 2005 with corresponding amortization estimated to be $139,000 for the remainder of 2004, and $192,000 for 2005.

     For the three months ended June 30, 2004 and 2003, we recognized amortization expense on other intangibles of $74,000 and $114,000, respectively. For the six months ended June 30, 2004 and 2003, we recognized amortization expense of $147,000 and $249,000, respectively. No goodwill or other intangibles were acquired or impaired during the six months ended June 30, 2004 or 2003. Other intangibles consisted of the following (in thousands):

6. Stock Option Plan

     We have established the 1997 Stock Incentive Plan for our officers, key employees, non-employee directors and consultants. The intrinsic value method as prescribed in APB 25, “Accounting for Stock Issued to Employees”, is used to account for stock based compensation arrangements. Had compensation cost been determined for our plan based on the fair value at the grant dates for awards consistent with the alternative method set forth under SFAS 123, our net income and earnings per share would have been adjusted to the pro forma amounts indicated below:

     No options were granted during the second quarter of 2004 or 2003. The fair value of options granted in the first six months of 2004 and 2003 were estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

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7. Segment Reporting

     Beginning in 2004, our results are presented as one operating segment. We had previously reported two operating segments: (i) software and (ii) training. We are no longer organized by these segments and we now manage our operations as one business. These changes were made to better support our customers’ needs through offerings of bundled solutions which consist of software, professional development, implementation assistance, technical consulting, and ongoing maintenance and support plans. Accordingly, we do not produce discrete financial information or make resource allocation decisions for separately reportable segments as defined by SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”. Foreign market operations are not significant at this time.

8. Dividends

     On March 1, 2004, we paid a special cash dividend of $2.15 per share and our first quarterly dividend of $.04 per share totaling $67.9 million. On June 1, 2004, we paid a quarterly cash dividend of $.04 per share totaling $1.2 million.

     On July 21, 2004, our Board of Directors declared a quarterly cash dividend of $.04 per share, payable September 1, 2004 to shareholders of record as of August 13, 2004.

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

Results of Operations

     Our results of operations can be affected by general economic factors and their related impact on state and federal budgetary decisions. The difficult funding environment existing in the 2003-2004 school year continued to impact the first half of 2004 including reduced attendance at our National Renaissance Conference. Another contributing factor was the delay in customer order decisions as they evaluate our new Renaissance Place product line.

     The following table sets forth certain consolidated income statement data as a percentage of net sales, except that individual components of costs of sales and gross profit are shown as a percentage of their corresponding component of net sales:

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Three Months Ended June 30, 2004 and 2003

     Net Sales. Our net sales decreased by $2.4 million, or 7.2%, to $31.2 million in the second quarter of 2004 from $33.6 million in the second quarter of 2003. Revenues were down, partly as a result of the on-going state budgetary concerns and their impact on funding for K-12 schools during the 2003-2004 school year. Product sales declined by $2.4 million, or 8.3%, to $26.3 million in the second quarter of 2004 from $28.7 million in the second quarter of 2003. Lower product sales were partially due to our customers delaying their purchase decisions to evaluate the benefits of the new Renaissance Place versions of Accelerated Reader and Accelerated Math, which we began to ship during May. Product revenues were also impacted by sales of Renaissance Place which, unlike our earlier perpetually licensed versions, is a subscription based product that requires the sale to be initially recorded as deferred revenue and then recognized into income over the subscription period, typically 12 months. Sales of our six new products, which were introduced in 2002 or 2003, continued at similar levels to the past two quarters.

     Service revenue for the second quarter of 2004 was $4.9 million, declining by $52,000, or 1.1%, from the second quarter 2003. This decline was lower than the 8 to 9% declines of the past three quarters due to increased district sales that included more services. Our new academic coaching service began to gain some momentum in the second quarter. This coaching service, offered at a list price of $499 per teacher, per year, is subscription based which requires the revenue to be deferred and recognized over the 12-month subscription period. We expect coaching to be an important growth area for us and expect that, to some extent, it will replace on-site and hotel training sessions. This shift from our single events training to deferred service revenues is expected to result in at least a short term decline in recognition of service revenue.

     As a result of the declines in sales and earnings experienced in the first half of 2004, we expect sales and earnings for the full year 2004 to be down from the 2003 levels.

     Cost of Sales. The cost of sales of products decreased by $1.1 million, or 37.0%, to $1.8 million in the second quarter of 2004 from $2.9 million in the second quarter of 2003. As a percentage of product sales, the cost of sales of products decreased to 6.8% in the second quarter of 2004 from 9.9% in the second quarter of 2003. This decrease is due, in part, to lower scanner warranty and shipping costs, cost efficiencies in our custom assessment products business in 2004, and to the sales mix this year compared to last with proportionally lower sales of scanners, which is a lower gross profit margin product than our core software products.

     The cost of sales of services increased by $146,000, or 7.1%, to $2.2 million in the second quarter of 2004 from $2.0 million in the second quarter of 2003. As a percentage of sales of services, the cost of sales of services increased to 45.0% in the second quarter of 2004 from 41.6% in the second quarter of 2003. This increase in the cost of sales of services is partially a result of incurring costs to ramp up our new service offerings prior to their full utilization and the expected future revenues.

     Product Development. Product development expenses were $4.2 million in the second quarter of 2004, which was up by $46,000 from the second quarter of 2003. As a percentage of net sales, product development costs increased to 13.6% in the second quarter of 2004 from 12.5% in the second quarter of 2003 primarily due to the decline in sales. We capitalized product development expenses of $285,000 this quarter compared to $151,000 in the second quarter of 2003. No significant changes in product development initiatives are planned in the short term, but since very little costs are expected to be capitalized in the near term, we expect reported product development expense to be slightly higher in the second half of the year than they were in the first half.

     Selling and Marketing. Selling and marketing expenses were $7.7 million in the second quarter of 2004 an increase of $919,000, or 13.6%, from $6.7 million in the second quarter of 2003. As a percentage of net sales, selling and marketing expenses increased to 24.6% in the second quarter of 2004 from 20.1% in the second quarter of 2003. The increase in selling and marketing expenses is primarily due to the field sales force expansion. We expect selling and marketing costs to continue to exceed the amount incurred in the comparable prior year period due to the continued expansion of our field sales force. At June 30, 2004, we had 42 professionals on our field sales team with a goal to have approximately 60 within the next six to nine months.

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     General and Administrative. General and administrative expenses were $3.4 million for the second quarter of 2004, a decrease of $577,000 from the $3.9 million in the second quarter of 2003. This decrease is primarily due to a one-time executive severance charge incurred in the second quarter of 2003. No significant change in general and administrative expenses is expected in the second half of 2004 compared to the first half. As a percentage of net sales, general and administrative expenses decreased to 10.8% from 11.7%.

     Operating Income. Operating income was $11.9 million, or 38.2% of net sales in the second quarter of 2004, compared to $13.8 million, or 41.1% of net sales in the second quarter of 2003.

     Income Tax Expense. Income tax expense of $4.5 million was recorded in the second quarter of 2004 at an effective income tax rate of 37.0% of pre-tax income, compared to $5.6 million, or 38.3% of pre-tax income in the second quarter of 2003. We do not expect significant changes to our effective tax rate for the balance of 2004.

Six Months Ended June 30, 2004 and 2003

     Net Sales. Our net sales of $62.7 million in the first six months of 2004 were $5.1 million less than the $67.8 million in the first six months of 2003. Revenues were down, partly as a result of the on-going state budgetary concerns and their impact on funding for K-12 schools during the 2003-2004 school year. Product sales declined by $4.5 million, or 8.0%, to $51.4 million in the first six months of 2004 from $55.9 million in the same period in 2003. Lower product sales were partially due to our customers delaying their purchase decisions to evaluate the benefits of the new Renaissance Place versions of Accelerated Reader and Accelerated Math, which we began to ship during May 2004. Second quarter product revenues were also impacted by sales of Renaissance Place which, unlike our earlier perpetually licensed versions, is a subscription based product that requires the sale to be initially recorded as deferred revenue and then recognized into income over the subscription period, typically 12 months. While sales of several of our established products declined for the period, sales of our new products introduced in 2002 and 2003 helped to partly offset these declines.

     Service revenue declined by $641,000, or 5.4%, in the first six months of 2004 to $11.3 million from $12.0 million in the first six months of 2003. Lower attendance at our 2004 National Renaissance Conference held in the first quarter resulted in about $700,000 less revenue compared to our 2003 National Renaissance Conference.

     Cost of Sales. The cost of sales of products decreased by $2.4 million, or 40.4%, to $3.6 million in the first six months of 2004 from $6.0 million in the first six months of 2003. As a percentage of product sales, the cost of sales of products decreased to 7.0% in the first half of 2004 from 10.8% in the first half of 2003. This decrease is due, in part, to lower scanner warranty and shipping costs, cost efficiencies in our custom assessment products business in 2004, and to the sales mix this year compared to last with proportionally lower sales of scanners, which is a lower gross profit margin product than our core software products.

     The cost of sales of services increased by $536,000, or 9.9%, to $5.9 million in the first six months of 2004 from $5.4 million in the same period in 2003. As a percentage of sales of services, the cost of sales of services increased to 52.5% in the first six months of 2004 from 45.2% in the first six months of 2003. This increase is primarily a result of lower attendance at our 2004 National Renaissance Conference. Since most of the costs of the conference are relatively fixed, the lower revenue directly affects profitability. In addition, the increased cost of sales of services was partly due to incurring costs to ramp up our new service offerings prior to their full utilization and the expected future revenues.

     Product Development. Product development expenses were $8.5 million or 13.5% of sales in the first six months of 2004, compared to $8.7 million or 12.8% of sales for the first six months of 2003. We capitalized product development expenses of $404,000 in the first six months of 2004 compared to $220,000 in the same period of 2003. No significant changes in product development initiatives are planned in the short term, but since very little costs are expected to be capitalized in the near term, we expect reported product development expense to be slightly higher in the second half of the year than they were in the first.

     Selling and Marketing. Selling and marketing expenses increased by $2.2 million, or 14.6%, to $17.0 million in the first half of 2004 from $14.9 million in the first half of 2003. The increase in selling and marketing expenses was the result of growth in our field sales force group. As a percentage of net sales, selling and marketing expenses increased to 27.1% in the first half of 2004 from 21.9% in the first six months of 2003. Sales and marketing expenses are expected to continue to exceed the amount incurred in the comparable prior year period due to continued expansion of our field sales force.

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     General and Administrative. General and administrative expenses were $6.8 million, or 10.8% of sales in the first six months of 2004 compared to $7.4 million or 10.9% of sales in the first six months of 2003. This decrease is primarily due to a one-time executive severance charge incurred in the second quarter of 2003. No significant change in general and administrative expenses is expected in the second half of 2004 compared to the first half.

     Operating Income. Operating income decreased by $4.5 million, or 17.8%, to $21.0 million in the first six months of 2004 from $25.5 million in the same period in 2003. As a percentage of net sales, operating income decreased to 33.4% in the first half of 2004 from 37.6% in the first half of 2003.

     Income Tax Expense. Income tax expense of $8.0 million was recorded in the first six months of 2004 at an effective income tax rate of 37.0% of income before taxes compared to $10.3 million, or 38.3% of income before taxes, in the first half of 2003. We do not expect significant changes to our effective tax rate for the balance of 2004.

Liquidity and Capital Resources

     As of June 30, 2004, our cash, cash equivalents and investment securities were $61.1 million, down $50.7 million from the December 31, 2003 total of $111.8 million. The decrease is primarily due to $16.4 million in net cash provided by operating activities offset by a special cash dividend of $66.7 million and quarterly cash dividends of $2.4 million during the first six months of 2004. Even with the payment of cash dividends during the period, we continue to maintain a strong cash position, which we believe, when coupled with cash flow from operations, will be sufficient to meet both our short-term and long-term working capital requirements.

     At June 30, 2004, we had a $15.0 million unsecured revolving line of credit with a bank that is available until May 31, 2005. The line of credit bears interest at either a floating rate based on the prime rate less 1.0%, or a fixed rate for a period of up to 90 days based on LIBOR plus 1.25%. The rate is at our option and is determined at the time of borrowing. We also have a $2.0 million unsecured revolving line of credit with a bank available until April 30, 2005. The line of credit bears interest based on the prime rate less 1.0%. As of June 30, 2004, the lines of credit had not been used.

     On April 17, 2002, our Board of Directors authorized the repurchase of up to 5,000,000 shares of our common stock. No time limit was placed on the duration of the repurchase program, nor is there any dollar limit on the program. Repurchased shares will become treasury shares and will be used for stock-based employee benefit plans and for other general corporate purposes. During the six months ended June 30, 2004, we did not repurchase any shares under this program. Depending on our stock valuation, we may repurchase additional shares as a beneficial use of our cash to enhance shareholder value. The cumulative shares repurchased under this program remains at 4.0 million with a cost of $72.9 million.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

     As of June 30, 2004, we did not have any off-balance sheet transactions, arrangements, or obligations (including contingent obligations) that would have a material effect on our financial results.

     We enter into operating leases, primarily for facilities that we occupy in order to carry out our business operations. As of June 30, 2004, there has been no material change in our operating leases from that disclosed in our 2003 Annual Report.

     As of June 30, 2004, there has been no change in our long-term debt obligations, capital-lease obligations or long-term purchase obligations from that disclosed in our 2003 Annual Report.

Critical Accounting Policies and Estimates

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. There have not been any significant changes to our critical accounting policies that were disclosed in our 2003 Annual Report.

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Forward-Looking Statements

     In accordance with the Private Securities Litigation Reform Act of 1995, we can obtain a “safe-harbor” for forward-looking statements by identifying those statements and by accompanying those statements with cautionary statements which identify factors that could cause actual results to differ materially from those in the forward-looking statements. Accordingly, the foregoing “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains certain forward-looking statements relating to growth plans, projected sales, revenues, earnings and costs, and product development schedules and plans. Our actual results may differ materially from those contained in the forward-looking statements herein. Factors which may cause such a difference to occur include (i) a delay or reduction in school purchases of our products due to state budgetary constraints resulting in a reduction in the funds available to schools and (ii) those factors identified in Item 1, Business, Forward-Looking Statements, contained in our Form 10-K for the year ended December 31, 2003, which factors are incorporated herein by reference to such Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     Interest Rate Risk. Our exposure to market interest rate risk consists of: (i) the increase or decrease in the amount of interest income we can earn on our investment portfolio, and (ii) the decrease or increase in value of our investment security portfolio if market interest rates increase or decrease, respectively. We anticipate that we will have sufficient liquidity to hold our investments to maturity, therefore, we do not expect to recognize any material losses or gains related to an increase or decrease in market interest rates.

     Market Risk. Our exposure to market risk relates to the quality of the holdings in our investment security portfolio. The fair market value of our investments is subject to increases or decreases in value resulting from the performance of the securities issuer, from upgrades or downgrades in the credit worthiness of the securities issuer, and from changes in general market conditions. We seek to manage our exposure to market risk by investing according to our board-approved investment policy which has the following goals: (i) preservation of capital, (ii) provision of adequate liquidity to meet projected cash requirements, (iii) minimization of risk of principal loss through diversified short and medium term investments, and (iv) maximization of yields in relationship to the guidelines, risk, market conditions and tax considerations.

     Our investment policy specifically requires: (i) that each investment have a maximum maturity of 36 months, (ii) that at least 10% of the portfolio be available on 30 days notice and not more than 30% of the portfolio have a maturity in excess of 24 months, (iii) that each investment meet minimum credit quality requirements, (iv) that our portfolio be diversified such that not more than 10% is invested in any one issuer (other than the U.S. Treasury or its agencies, or money market funds), and (v) that each investment meet certain maximum maturity or tender option limits based on its minimum credit rating. As of June 30, 2004 our investment securities had a market value of approximately $39.5 million and a carrying value of $39.6 million.

     Our investment policy parameters preclude investment in equity securities and require that the Board of Directors review the policy annually and on an interim basis as required.

     Foreign Currency Exchange Rate Risk. The financial position and results of operations of our foreign subsidiaries are measured using local currency. Revenues and expenses of such subsidiaries have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange at the balance sheet date. Translation gains or losses are deferred as a separate component of shareholders’ equity. Aggregate foreign currency transaction gains and losses are included in determining net income. As such, our operating results are affected by fluctuations in the value of the U.S. dollar compared to the Australian dollar, British pound, Canadian dollar, and Indian Rupee. At this time, foreign exchange rate risk is not significant due to the relative size of our foreign operations.

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Item 4. Controls and Procedures

     We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the company’s disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control procedures and management was necessarily required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

     As of June 30, 2004, an evaluation was performed under the supervision and with the participation of management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, management, including the CEO and CFO, concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. There has been no change in our internal control over financial reporting that has occurred during the quarter ended June 30, 2004 that has materially affected, or is reasonably likely to materially affect, such internal control over financial reporting.

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Part II — OTHER INFORMATION

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

     Common Stock. On April 17, 2002, our Board of Directors authorized a repurchase program which provides for the repurchase of up to 5,000,000 shares of our common stock. No time limit was placed on the duration of the repurchase program, nor is there any dollar limit on the program. Repurchased shares will become treasury shares and will be used for stock-based employee benefit plans and for other general corporate purposes.

     The following table shows information relating to the repurchase of shares of our common stock during the three months ended June 30, 2004:

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

(a)

On April 21, 2004, the Company held its Annual Meeting of Shareholders.

(b)

Not applicable.

(c)

Set forth below are descriptions of the matters voted upon at the Annual Meeting of Shareholders and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter.

1.

Eight directors were elected to serve until the 2005 Annual Meeting of Shareholders and until their successors are elected and qualified. The results of this proposal are as follows:

(d)

Not applicable.

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Item 6. Exhibits and Reports on Form 8-K

(a)

Exhibits.

(b)

Forms 8-K. The following Form 8-K filings were made during the three months ended June 30, 2004:

1.

Form 8-K dated April 20, 2004 (filed on April 26, 2004). Press release regarding the Company’s declaration of a quarterly cash dividend to be paid June 1, 2004. Furnished the press release regarding the first quarter 2004 financial results. Furnished the transcript of the Investor Conference Call on April 20, 2004.

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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.

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Index to Exhibits