UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.  20549


______________________________





FORM 10-Q


______________________________





þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010.





OR





o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________





Commission file number: 0-22187





RENAISSANCE LEARNING, INC.


(Exact name of Registrant as specified in its charter)


Wisconsin
39-1559474(State or other jurisdiction of incorporation)
(I.R.S. Employer Identification No.)





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 þ   No o





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





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


Large accelerated filer o         Accelerated filer þ          Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o





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





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





Class

Outstanding at

October 29, 2010Common Stock, $0.01 par value

29,267,401














RENAISSANCE LEARNING, INC.





INDEX TO FORM 10-Q





FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010








PART I - FINANCIAL INFORMATION


PageItem 1.   Financial StatementsCondensed Consolidated Balance Sheets at September 30, 2010 and December 31, 2009
1Condensed Consolidated Statements of Income for the Three Months and Nine Months Ended September 30, 2010 and 2009
2Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2010 and 2009
3Notes to Condensed Consolidated Financial Statements
4Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
8Item 3.   Quantitative and Qualitative Disclosures About Market Risk
15Item 4.   Controls and Procedures
16PART II - OTHER INFORMATIONItem 1A.   Risk Factors
16Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
16Item 6.   Exhibits
17





Index





PART I - FINANCIAL INFORMATION





Item 1.Financial Statements


RENAISSANCE LEARNING, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED BALANCE SHEETS


(unaudited)


(In Thousands, Except Share and Per Share Amounts)

September 30,

2010


December 31,

2009ASSETSCurrent assets:Cash and cash equivalents

$
57,795


$
36,207Investment securities


6,634



3,278Accounts receivable, less allowance of $1,238 and $1,392, respectively


20,864



10,535Inventories


3,247



4,290Prepaid expenses


1,657



1,962Income taxes receivable


1,668



3,679Deferred tax asset


3,827



3,827Other current assets


723



629Total current assets


96,415



64,407Investment securities


5,653



4,650Property, plant and equipment, net


6,849



6,848Deferred tax asset


2,466



2,808Goodwill


2,838



2,827Other intangibles, net


737



897Capitalized software, net


-



22Other non-current assets


509



807Total assets

$
115,467


$
83,266LIABILITIES AND SHAREHOLDERS' EQUITYCurrent liabilities:Accounts payable

$
2,181


$
921Deferred revenue


72,947



54,224Payroll and employee benefits


6,327



5,404Other current liabilities


2,370



2,648Total current liabilities


83,825



63,197Deferred revenue


7,735



5,262Deferred compensation and other employee benefits


2,233



1,871Income taxes payable


3,765



4,801Other noncurrent liabilities


248



184Total liabilities


97,806



75,315Shareholders' equity:Common stock, $.01 par; shares authorized: 150,000,000; issued: 34,736,647 shares at September 30, 2010 and December 31, 2009


347



347Additional paid-in capital


50,789



51,159Retained earnings


59,847



50,255Treasury stock, at cost: 5,478,802 shares at September 30, 2010; 5,461,905 shares at December 31, 2009


(93,194
)


(93,659
)Accumulated other comprehensive income (loss)


(128
)


(151
)Total shareholders' equity


17,661



7,951Total liabilities and shareholders' equity

$
115,467


$
83,266





See accompanying notes to condensed consolidated financial statements.





-1-
 Index





RENAISSANCE LEARNING, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF INCOME


(unaudited)


Three Months Ended

September 30,


Nine Months Ended

September 30,(In Thousands, Except per Share Amounts)

2010


2009


2010


2009Net Sales:Products

$
21,150


$
21,941


$
64,504


$
63,811Services


11,451



9,813



31,368



25,278Total net sales


32,601



31,754



95,872



89,089Cost of sales:Products


3,274



3,693



10,472



10,603Services


3,659



3,419



10,099



8,771Total cost of sales


6,933



7,112



20,571



19,374Gross profit


25,668



24,642



75,301



69,715Operating expenses:Product development


4,130



4,110



12,426



12,488Selling and marketing


9,342



9,558



29,846



26,882General and administrative


3,464



3,397



9,977



10,030Total operating expenses


16,936



17,065



52,249



49,400Operating income


8,732



7,577



23,052



20,315Other (expense) income, net


(37
)


218



225



401Income before taxes


8,695



7,795



23,277



20,716Income taxes


2,469



2,590



6,964



7,474Net income

$
6,226


$
5,205


$
16,313


$
13,242Earnings per share:Basic and diluted

$
0.21


$
0.18


$
0.56


$
0.45Cash dividends declared per share

$
0.08


$
0.07


$
0.23


$
0.21





See accompanying notes to condensed consolidated financial statements.





-2-
 Index





RENAISSANCE LEARNING, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(unaudited)


Nine Months Ended September 30,(In Thousands)

2010


2009Reconciliation of net income to net cash provided by operating activities:Net income

$
16,313


$
13,242Adjustments to arrive at cash provided by operating activities:Depreciation and amortization


1,821



1,989Amortization of investment discounts/premiums


(42
)


36Share-based compensation expense


1,260



1,199Deferred income taxes


342



(16
)Excess tax benefits from share based payment arrrangements


(79
)


(27
)Gain on sale of property


3



(152
)Change in assets and liabilities, excluding the effects of acquisitions and divestitures:Accounts receivable


(10,328
)


(11,756
)Inventories


1,043



825Prepaid expenses


305



221Income taxes


1,053



(1,790
)Accounts payable and other liabilities


1,969



2,849Deferred revenue


21,196



15,527Other


(168
)


(432
)Net cash provided by operating activities


34,688



21,715Cash flows from investing activities:Purchase of property, plant and equipment


(1,349
)


(613
)Purchase of investment securities


(6,355
)


-Maturities/sales of investment securities


2,485



3,240Net proceeds from sale of property


3



902Net cash (used) provided by investing activities


(5,216
)


3,529Cash flows from financing activities:Proceeds from exercise of stock options


3



-Excess tax benefits from share-based payment arrangements


79



27Dividends paid


(6,720
)


(6,117
)Purchase of treasury stock


(1,246
)


(182
)Net cash used by financing activities


(7,884
)


(6,272
)Net increase in cash and cash equivalents


21,588



18,972Cash and cash equivalents, beginning of period


36,207



9,509Cash and cash equivalents, end of period

$
57,795


$
28,481




See accompanying notes to condensed consolidated financial statements





-3-
 Index





RENAISSANCE LEARNING, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(unaudited)





1. Consolidation





The consolidated financial statements include the financial results of Renaissance Learning, Inc. (“Renaissance Learning”) and our subsidiaries (collectively, the “Company”).





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, 2009 (“2009 Annual Report”), which is on file with the U.S. Securities and Exchange Commission (the “SEC”). The results of operations for the three and nine month periods ended September 30, 2010 and 2009 are not necessarily indicative of the results to be expected for the full year.





3. Earnings Per Common Share





Basic earnings per common share ("Basic EPS") is computed by dividing net income by the weighted average number of common shares and participating securities outstanding during the period. Participating securities include unvested restricted share awards that have a nonforfeitable right to dividends or dividend equivalents. Common shares and participating securities issued or reacquired during the period are weighted for only the portion of the period during which they were outstanding.





Diluted earnings per common share ("Diluted EPS") has been computed based on the weighted average number of common shares and other participating securities outstanding, increased by the number of additional common shares that would have been outstanding if the potentially dilutive stock option shares and non-participating restricted share awards had been issued.




Weighted average shares outstanding:Three Months ended

September 30,


Nine Months ended

September 30,2010


2009


2010


2009Basic weighted average shares outstanding


29,313,436



29,224,309



29,304,005



29,208,957Dilutive effect of non-participating restricted shares


282



67



521



28Dilutive weighted average shares outstanding


29,313,718



29,224,376



29,304,526



29,208,985




The computation of Diluted EPS does not assume conversion, exercise, or contingent issuance of securities that may have an antidilutive effect on earnings per share (“Antidilutive Securities”).  Antidilutive Securities include: (i) stock options with an exercise price greater than the average market price for the period, (ii) non-participating restricted stock awards with a grant price greater than the average market price for the period, (iii) non-participating restricted stock awards with unearned compensation costs attributable to future service which exceed the average market price for the period, and (iv) in a period with a loss, all stock options and non-participating restricted stock awards.  For the three months and nine months ended September 30, 2010, the number of Antidilutive Securities was 558,226.  For the three months and nine months ended September 30, 2009, the number of Antidilutive Securities was 658,556.





4. Comprehensive Income





Our comprehensive income includes net income and foreign currency translation adjustments.  For the quarters ended September 30, 2010 and 2009, comprehensive income was $6.3 million and $5.2 million, respectively.  For the first nine months ended September 30, 2010 and 2009, comprehensive income was $16.3 million and $13.4 million, respectively.





-4-
 Index





5. Goodwill and Other Intangible Assets





Under Generally Accepted Accounting Principles in the United States (“US GAAP”), goodwill is not amortized and we are required to assess goodwill at least annually for impairment by applying a fair value-based test.





Other intangibles consist of customer relationships acquired in connection with the purchase of AlphaSmart, Inc. (“AlphaSmart”). The customer relationships intangible asset is amortized over its useful life of ten years, on the declining balance method. For the three months ended September 30, 2010 and 2009, amortization expense related to the customer relationships intangible was $53,000 and $70,000, respectively.  For the nine months ended September30, 2010 and 2009, amortization expense related to the customer relationships intangible was $160,000 and $211,000, respectively.





Customer Relationships(In Thousands)

September 30, 2010


December 31, 2009Gross amount

$
3,200


$
3,200Accumulated amortization


(2,463
)


(2,303
)Net carrying value

$
737


$
897








6. Uncertain Tax Positions




During the first quarter of 2010, we settled a tax dispute with the state of Wisconsin. This resulted in the recognition of $1.1 million in tax benefits related to prior years which had been carried on our balance sheet at December 31, 2009 as non-current income taxes payable.




7. Equity Compensation





We value restricted stock awards at the closing market price of our common stock on the date of grant.  We granted restricted stock awards for 100,318 shares during the nine months ended September 30, 2010, and granted restricted stock awards for 85,139 shares during the nine months ended September 30, 2009.  The exercise prices for all options are equal to the fair market value of our common stock on the date the options were granted.  There were options to purchase 13,624 shares of our common stock granted during the nine months ended September 30, 2010 and no options to purchase our common stock granted during the nine months ended September 30, 2009.





As of September 30, 2010, the total unearned compensation related to share-based compensation awards, net of estimated forfeitures, was $2.0 million, which will be amortized as expense over the weighted average remaining period of 2.5 years. For the nine months ended September 30, 2010 and 2009, total share-based compensation expense was $1.3 million and $1.2 million, respectively.





A summary of restricted stock award activity for the nine months ended September 30, 2010 is as follows:


Nonvested Restricted Stock Awards

Shares


Weighted average grant date fair value


Aggregate intrinsic valueBalance at January 1, 2010


319,551


$
11.70


$
3,630,099
(1)Granted


100,318



13.13Vested


(74,439
)


14.83Forfeitures


(1,037
)


11.56Balance at September 30, 2010


344,393


$
11.44


$
3,509,365
(2)





(1) Calculated at the 12/31/09 closing market price at $11.36 per share(2) Calculated at the 9/30/10 closing maket price at $10.19 per share





-5-
 Index





8. Fair Value Measurements





Certain of our assets and liabilities are reported at fair value in our consolidated financial statements.  US GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. As presented in the tables below, this hierarchy consists of three broad levels with level 1 inputs having the highest priority, followed by level 2, and lastly, level 3.  Level 1 inputs consist of quoted prices in active markets for identical assets and liabilities.  Level 2 inputs are other observable evidence of fair value, such as quoted prices for similar assets and liabilities or other market-corroborated evidence of fair value. Level 3 inputs are unobservable evidence of fair market value, such as a discounted cash flows model or other pricing model.





The table below provides fair value measurement information for securities held as of September 30, 2010 and 2009.  The carrying values of cash and cash equivalents, accounts receivable, and accounts payable (including income taxes payable and accrued expenses), approximated fair value at September 30, 2010 and 2009.


Fair Value Measurements Using(In Thousands)

Carrying

Amount


Total Fair

Value


Level 1

Inputs


Level 2

Inputs


Level 3

Inputs2010Current investment securities

$
5,086


$
5,086


$
-


$
5,086


$
-Non-current investment securities


1,137



1,138



-



1,138



-Assets held related to SERP plan


1,932



1,932



1,932



-



-2009Current investment securities

$
3,120


$
3,138


$
-


$
3,138


$
-Non-current investment securities


415



415



-



415



-Assets held related to SERP plan


1,750



1,750



1,750



-



-





9.  Segment information





Our reportable segments are:





Educational Software and Services.  This segment derives its revenue from our software products; services related to our software such as product support, professional development, hosting, and other technical services; scanners sold for use with our math software; our reading intervention products; and various classroom resources such as printed materials and motivational items.





Educational Hardware. This segment derives its revenue from our NEOs, 2Know! classroom response systems, and services such as professional development, and extended support plans sold in connection with these hardware products.





The accounting policies of the segments are the same as those described in our 2009 Annual Report, Note 3, Significant Accounting Policies. There are no intercompany transactions between the segments. All segment revenues are with external customers. International revenues and operations are not significant at this time.  We do not segregate assets by segments in assessing segment performance since substantially all assets are multi-use and shared between the two segments.  Depreciation and amortization included in segment gross profit is not material.





-6-
 Index





Segment results were as follows:





Segment Revenues:Three Months Ended

September 30,


Nine Months Ended

September 30,(In Thousands)

2010


2009


2010


2009Educational Software and Services

$
28,462


$
25,773


$
80,674


$
71,666Educational Hardware


4,139



5,981



15,198



17,423Consolidated Revenue

$
32,601


$
31,754


$
95,872


$
89,089







Segment Gross Profit and Reconciliation to Net Income Before Taxes:Three Months Ended

September 30,


Nine Months Ended

September 30,(In Thousands)

2010


2009


2010


2009Educational Software and Services

$
23,885


$
21,582


$
68,093


$
60,924Educational Hardware


1,783



3,060



7,208



8,791Consolidated Gross Profit


25,668



24,642



75,301



69,715Consolidated Operating Expenses


16,936



17,065



52,249



49,400Other (Expense) Income


(37
)


218



225



401Consolidated Net Income Before Taxes

$
8,695


$
7,795


$
23,277


$
20,716





10.  Dividends





On July 21, 2010, our Board of Directors declared a quarterly cash dividend of $0.08 per share, payable September 1, 2010 to shareholders of record as of August 6, 2010.





11.  Recent Accounting Pronouncements





In October 2009, the Financial Accounting Standards Board (“FASB”) issued an amendment to its previously released guidance on revenue arrangements with multiple deliverables. The pronouncement addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting and how the arrangement consideration should be allocated among the separate units of accounting.  The pronouncement may be applied retrospectively or prospectively for new or materially modified arrangements.  We adopted this new accounting standard on January 1, 2010. Adoption did not affect our consolidated financial statements.





In October 2009, the FASB issued an amendment to its previously released guidance on revenuearrangements for tangible products that include software elements.The pronouncement removes tangible products from the scope of the software revenue guidance if the products contain both software and non-software components that function together to deliver a product’s essential functionality and provides guidance on determining whether software deliverables in an arrangement that includes a tangible product are within the scope of the software revenue guidance.  The  pronouncement may be applied retrospectively or prospectively for new or materially modified arrangements.  We adopted this new accounting standard on January 1, 2010. Adoption did not affect our consolidated financial statements.





12.  Subsequent Event





On October 27, 2010, our Board of Directors declared a special cash dividend of $2.00 per share in addition to its regular quarterly cash dividend of $0.08 per share, both payable December 1, 2010 to shareholders of record as of November 12, 2010.




-7-
 Index





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





Results of Operations - Consolidated





Our results of operations can be affected by many factors including the general economic environment, state and federal government budgetary decisions, and the length and complexity of the sales cycle for school districts. National trends, federal and state legislation, Department of Education administrative policies, and the way the foregoing align with our products and services can also impact our business.





We monitor several items, which are significant to the evaluation of our financial condition, operating results, business challenges, and strategic opportunities. Among the more important of these items are:





(i) Our success and trends in maintaining and expanding our customer base, particularly with respect to our Accelerated Reader software and related services, which typically account for approximately 50% of our orders on an annual basis;


(ii) The general state of K-12 educational funding in the United States; and


(iii) The state of K-12 funding in certain large states, particularly California, Texas and Florida, which together make up about one-third of our total orders.





A key part of our business strategy for maintaining and expanding our customer base (and the related revenues) is to transition our customers to our hosted subscription-based Enterprise software products. Customers who transition to our Accelerated Reader Enterprise subscription-based product have increased their average annual spending by over $1,000 per school. Although this amount of incremental revenue could change due to customer mix and other factors including additional purchases of products and services, we expect that we will continue to see incremental revenue from additional customers that transition to Accelerated Reader Enterprise. We have also experienced an annual per customer revenue increase for our other Enterprise products, but the increase has been most significant with our Accelerated Reader Enterprise product.





We track active usage of both our subscription and perpetual products via a variety of measures including active subscriptions, recent customer support requests or contacts, recent purchases of additional content, and recent participation in training or professional development events.  We continuously refine the criteria used to develop these metrics in order to provide what we believe is the most useful information for managing and understanding our active customer base. The most current methodology is applied to develop any historical comparisons so that any presentation is on a consistent basis. Based on these criteria, our approximate worldwide active customer counts for both our perpetual and subscription-based licenses at September 30, 2010 were as follows: Accelerated Reader- 52,000, Accelerated Math– 15,000, and STAR Reading or STAR Math– 45,000 and at December 31, 2009 were as follows: Accelerated Reader- 53,000, Accelerated Math– 15,000, and STAR Reading or STAR Math– 45,000.





We believe the percentage of customers using the subscription-based Enterprise versions of our reading and math products is an important indicator of the progress of this strategic growth initiative and the potential for growth still existing with regard to this strategy. We believe the percentage of customers using reading products is more critical in measuring this opportunity because Accelerated Reader is our most significant product and because we have experienced a greater increase in per customer revenues from Accelerated Reader Enterprise compared to our other subscription-based products. At the end of the third quarter of 2010, approximately 45% of our active reading product customers were using the Enterprise version compared to approximately 40% at the end of 2009.




Our strategic transition to subscription-based software products has affected, and will continue to affect, our results of operations. Revenues from subscription-based software sales are not completely incremental to our results, as customers who upgrade from a perpetual license to a subscription version no longer purchase annual support plans for our perpetual-license products, and those who purchase the Enterprise version also no longer purchase add-on content. Revenues under the subscription-based model are composed of both software and services. The gross profit margins from subscription-based software products are slightly higher than our historical gross profit margins on sales of perpetual-license software. The subscription-based software business tends to generate a sales mix somewhat more heavily weighted towards services. In addition, the services we sell with our subscription-based software products tend to have a somewhat higher gross profit margin than those sold with our perpetual-license software products.




-8-
 Index





The transition to subscription-based products has increased the seasonality of customer ordering patterns. Compared to orders for non-subscription-based offerings, customer orders of our subscription-based offerings tend to more closely follow school budgeting cycles. Currently, about 20% of our subscriptions have renewal dates in the second quarter and about 60% of our subscriptions have renewal dates in the third quarter.  Also, after customers convert to the Enterprise version, they no longer order reading quizzes and math libraries, since access to this content is included in their subscription. Historically, our customers have ordered more of this content in the first and fourth quarters. The combined effect is that a much greater proportion of a year’s orders are expected in the second quarter and, to an even greater extent, in the third quarter. Currently, we receive about 25% of our annual orders in the second quarter and about 40% in the third quarter.





Transitioning our customer base to subscription-based software can adversely impact orders for add-on reading quizzes and math libraries by causing customers who own our software under perpetual-license agreements to delay purchases of add-on content if they are contemplating converting to our Enterprise version subscription-based products. Additionally, our subscription-based products are often sold at the school district level. District-level sales tend to be more complex, have a longer sales cycle, and are typically for a larger dollar amount than sales made to individual schools. Orders from district sales are more uneven and more difficult to accurately predict than individual school-level sales and, therefore, the timing of large district sales can significantly impact quarterly order levels.





As the transition to subscription-based products has progressed, we have built substantial balances of deferred subscription revenue. Since this deferred revenue is recognized ratably over the subscription period (generally twelve months), it reduces the volatility of our reported revenue. This means that revenues in a given period are not necessarily indicative of the orders placed by our customers for our products and services during a given period.





We expect that future changes in our products will likely result in the requirement to apply the service revenue recognition rules to subscription sales of our software when such software is hosted by us. The timing of this change is currently uncertain and will depend on, among other things: (i) how we license and price our products, (ii) what features are available in our products, and (iii) whether our customers run our products at their own site as opposed to being hosted at our site.  The most significant effect this could have on our financial statements is the deferral of upfront charges for items such as installation and data conversion, which are currently recognized as revenue when the service is completed. This could have the effect of shifting revenue to future periods and reducing reported earnings in periods when our deferred revenue balances are increasing. Any such change would not affect our cash flow.


Customer orders for our products and services increased by approximately $13.8 million, or 13%, to $118.7 million in the first nine months of 2010 compared to $104.9 million in the first nine months of 2009. Renewal rates remained strong and new adoptions and customer upgrades to Renaissance Placewere good, particularly considering the economic environment. These factors along with the subscription price increase implemented late in 2009 associated with new product reports and features, all contributed to the strong order performance, partially offset by weak hardware orders. We believe that our orders for 2010 and the second half of 2009 were positively affected by educational funds provided by the American Recovery and Reinvestment Act, which generally first became available to schools during the third quarter of 2009. We also believe that the year-over-year comparison was enhanced due to the weak order levels we experienced in the first half of 2009 as a result of the economic recession, which put pressure on school budgets and caused our customers to be very cautious with their spending plans.





A challenging economic environment and tight school budgets look to be a part of the K-12 market, at least through the 2011/2012 school year. States are still coping with budget deficits, affecting their ability to fund education.  And while a recent survey conducted by the National Council of State Legislatures indicates that states are experiencing an increase in revenues and have begun their fiscal recovery, it also suggests that it is happening very slowly. According to the survey, two-thirds of the states are forecasting continued budget deficits in fiscal 2012, and nearly half the states are projecting deficits in 2013, as well. Overall, we still expect a prolonged period of tight school budgets.





-9-
 Index


Consolidated income statement data:Three Months Ended

September 30,


Nine Months Ended

September 30,2010


2009


2010


2009Net Sales:Products


64.9
%


69.1
%


67.3
%


71.6
%Services


35.1
%


30.9
%


32.7
%


28.4
%Total net sales


100.0
%


100.0
%


100.0
%


100.0
%Cost of sales:Products


15.5
%


16.8
%


16.2
%


16.6
%Services


32.0
%


34.8
%


32.2
%


34.7
%Total cost of sales


21.3
%


22.4
%


21.5
%


21.7
%Gross profit:Products


84.5
%


83.2
%


83.8
%


83.4
%Services


68.0
%


65.2
%


67.8
%


65.3
%Total gross profit


78.7
%


77.6
%


78.5
%


78.3
%Operating expenses:Product development


12.7
%


12.9
%


13.0
%


14.0
%Selling and marketing


28.6
%


30.1
%


31.1
%


30.2
%General and administrative


10.6
%


10.7
%


10.4
%


11.3
%Total operating expenses expenses


51.9
%


53.7
%


54.5
%


55.5
%Operating income


26.8
%


23.9
%


24.0
%


22.8
%Other, net


-0.1
%


0.7
%


0.2
%


0.5
%Income before taxes


26.7
%


24.6
%


24.2
%


23.3
%Income tax provision


7.6
%


8.2
%


7.3
%


8.4
%Net Income


19.1
%


16.4
%


16.9
%


14.9
%





The amounts above are expressed as a percentage of net sales, except that individual components of cost of sales and gross profit are shown as a percentage of their corresponding component of net sales.





Consolidated Results


Three Months Ended September 30, 2010 and 2009





Net Sales. Our net sales increased by $0.8 million, or 2.7%, to $32.6 million in the third quarter of 2010 from $31.8 million in the third quarter of 2009.





Product revenue decreased by $0.8 million, or 3.6%, to $21.1 million in the third quarter of 2010 from $21.9 million in the third quarter of 2009. Revenues for hardware products decreased by $2.2 million compared to last year due to low demand related to the difficult funding environment and to a price decrease that went into effect at the beginning of 2010.  This was offset by an increase in revenue from software products of $1.4 million due to both strong orders in the period and revenue recognized from prior period’s subscription orders.





Service revenue increased by $1.6 million, or 16.7%, to $11.4 million in the third quarter of 2010 from $9.8 million in the third quarter of 2009 due to increases in revenue across all service areas.  The largest increases were experienced in software support, remote professional development services, and hosting and other technical services which increased $0.6 million, $0.5 million, and $0.3 million, respectively.





Cost of Sales. The cost of sales of products decreased by $0.4 million, or 11.4%, to $3.3 million in the third quarter of 2010 from $3.7 million in the third quarter of 2009. As a percentage of product sales, the cost of sales of products decreased to 15.5% in the third quarter of 2010, compared to 16.8% for the third quarter of 2009.  This was primarily due to a revenue mix weighted more heavily to software in 2010, as our cost of sales are lower on software than on hardware.





The cost of sales of services increased by $0.2 million, or 7.0%, to $3.6 million in the third quarter of 2010 from $3.4million in the third quarter of 2009. As a percentage of sales of services, the cost of sales of services decreased to 32.0% in the third quarter of 2010 from 34.8% in the third quarter of 2009. The improvement was due to continued leveraging of our fixed costs in most of our service areas.




-10-
 Index




Our overall gross profit margins increased to 78.7% in the third quarter of 2010 from 77.6% in the third quarter of 2009 due to the factors discussed above.





Product Development. Product development expenses were $4.1 million in the third quarter of 2010 and in the third quarter of 2009.  As a percentage of net sales, product development expenses decreased to 12.7% in the third quarter of 2010 from 12.9% in the third quarter of 2009.





Selling and Marketing. Selling and marketing expenses decreased by $0.2 million, or 2.3%, to $9.3 million in the third quarter of 2010 from $9.5 million in the third quarter of 2009.  Marketing expenses decreased by $0.6 million due to reduced advertising costs and timing of certain trade show expenses. Selling expenses increased by $0.4 million due to additional commissions associated with higher order levels this year and to a lesser extent more sales staff.  As a percentage of net sales, selling and marketing expenses decreased to 28.6% in the third quarter of 2010 from 30.1% in the third quarter of 2009.





General and Administrative. General and administrative expenses increased by $0.1 million, or 2.0%, to $3.5 million in the third quarter of 2010, essentially unchanged from $3.4 million in the third quarter of 2009. As a percentage of net sales, general and administrative expenses decreased to 10.6% in the third quarter of 2010 from 10.7% in the third quarter of 2009.




Operating Income. Operating income increased by $1.1 million, or 15.2%, to $8.7 million in the third quarter of 2010 from $7.6 million in the third quarter of 2009. The increase was primarily due to the gross profit generated by the higher revenue in 2010. As a percentage of net sales, operating income increased to 26.8% in the third quarter of 2010 from 23.9% in the third quarter of 2009.




Income Tax.Income tax expense of $2.5 million was recorded in the third quarter of 2010 at an effective income tax rate of 37.0% of pre-tax income, less a tax benefit of $0.7 million primarily relating to the lapse of the statute of limitations on various tax positions.  This compares to $2.6 million that was recorded in the third quarter of 2009 at an effective income tax rate of 38.0% of pre-tax income, less a tax benefit of $0.4 million relating to the lapse of the statue of limitation on various tax positions





Consolidated Results


Nine Months Ended September 30, 2010 and 2009





Net Sales. Our net sales increased by $6.8 million, or 7.6%, to $95.9 million in the first nine months of 2010 from $89.1 million in the first nine months of 2009.





Product revenue increased by $0.7 million, or 1.1%, to $64.5 million in the first nine months of 2010 from $63.8 million in the first nine months of 2009 due to an increase of $3.6 million in software products which is a result of both strong orders in the period and revenue recognized from prior period’s subscription orders. This was offset by a decrease in hardware products of $2.9 million due to low demand related to the difficult funding environment and to a price decrease that went into effect at the beginning of 2010.





Service revenue increased by $6.1 million, or 24.1%, to $31.4 million in the first nine months of 2010 from $25.3 million in the first nine months of 2009 due to increases in revenue across all service areas.  The largest increases were experienced in hosting and other technical services,remote professional development services, and onsite professional development services which increased $2.1 million, $1.5 million, and $1.3 million, respectively.





Cost of Sales. The cost of sales of products decreased by $0.1 million, or 1.2%, to $10.5 million in the first nine months of 2010, essentially unchanged from $10.6 million in the first nine months of 2009. As a percentage of product sales, the cost of sales of products decreased to 16.2% in the first nine months of 2010 from 16.6% in the first nine months of 2009. This was primarily due to a revenue mix weighted more heavily to software in 2010, as our cost of sales are lower on software than on hardware.





The cost of sales of services increased by $1.3 million, or 15.1%, to $10.1 million in the first nine months of 2010 from $8.8 million in the first nine months of 2009. As a percentage of sales of services, the cost of sales of services decreased to 32.2% in the first nine months of 2010 from 34.7% in the first nine months of 2009. The improvement was due to continued leveraging of our fixed costs in most of our service areas, especially hosting and remote professional development.




Our overall gross profit margins were 78.5% in the first nine months of 2010, essentially unchanged from 78.3% in the first nine months of 2009.





-11-
 Index





Product Development. Product development expenses decreased by $0.1 million, or 0.5%, to $12.4 million in the first nine months of 2010, essentially unchanged from $12.5 million in the first nine months of 2009. As a percentage of net sales, product development expenses decreased to 13.0% in the first nine months of 2010 from 14.0% in the first nine months of 2009.





Selling and Marketing. Selling and marketing expenses increased by $2.9 million, or 11.0%, to $29.8 million in the first nine months of 2010 from $26.9 million in the first nine months of 2009. Selling expenses increased by $3.7 million due to additional commissions associated with higher order levels this year and to a lesser extent more sales staff. Marketing expenses decreased by $0.8 million due to cost efficiencies in our advertising programs. As a percentage of net sales, selling and marketing expenses increased to 31.1% in the first nine months of 2010 from 30.2% in the first nine months of 2009.





General and Administrative. General and administrative expenses were $10.0 million in the first nine months of 2010 and in the first nine months of 2009. As a percentage of net sales, general and administrative expenses decreased to 10.4% in the first nine months of 2010 from 11.3% in the first nine months of 2009.





Operating Income. Operating income increased by $2.7 million, or 13.5%, to $23.0 million in the first nine months of 2010 from $20.3 million in the first nine months of 2009. The increase was primarily due to the gross profit generated by the higher revenue in 2010, partially offset by higher selling expenses. As a percentage of net sales, operating income increased to 24.0% in the first nine months of 2010 from 22.8% in the first nine months of 2009.





Income Tax.Income tax expense of $7.0 million was recorded in the first nine months of 2010 at an effective income tax rate of 37.0% of pre-tax income, less tax benefits of $1.7 million relating to the settlement of an income tax dispute with the State of Wisconsin and to the lapse of the statute of limitations on various tax positions. This compares to $7.5 million that was recorded in the first nine months of 2009 at an effective income tax rate of 38.0% of pre-tax income, less a tax benefit of $0.4 million relating to the lapse of the statue of limitations on various tax positions.




Results of Operations – Segments


Our reportable segments are:





Educational Software and Services.  This segment derives its revenue from our software products; services related to our software such as product support, professional development, hosting, and other technical services; scanners sold for use with our math software; our reading intervention products; and various classroom resources such as printed materials and motivational items.





Educational Hardware.This segment derives its revenue from our NEOs, 2Know! classroom response systems, and services such as professional development, and extended support plans sold in connection with these hardware products.





Segment results:Three months ended

September 30,


Nine months ended

September 30,(Dollars in Thousands)

2010


2009


2010


2009Educational Software and Services Segment:Revenues

$
28,462


$
25,773


$
80,674


$
71,666Gross profit


23,885



21,582



68,093



60,924Gross profit %


83.9
%


83.7
%


84.4
%


85.0
%Educational Hardware Segment:Revenues

$
4,139


$
5,981


$
15,198


$
17,423Gross profit


1,783



3,060



7,208



8,791Gross profit %


43.1
%


51.1
%


47.4
%


50.5
%





-12-
 Index





Educational Software and Services Segment


Three months Ended September 30, 2010 and 2009





Segment revenues increased by $2.7 million, or 10.4%, to $28.5 million in 2010 from $25.8 million in 2009. This improvement was primarily due to increased revenue from our subscription-based software products and related services, such as hosting, phone support, and technical services.





Gross profit increased by $2.3 million to $23.9 million in 2010 from $21.6 million in 2009.  As a percentage of revenue, gross profit was relatively unchanged at 83.9% in 2010 compared to 83.7% in the prior year.




Educational Software and Services Segment


Nine months Ended September 30, 2010 and 2009





Segment revenues increased by $9.0 million, or 12.6%, to $80.7 million in 2010 from $71.7 million in 2009. This improvement was primarily due to increased revenue from our subscription-based software products and related services, such as hosting, phone support, and technical services.





Gross profit increased by $7.2 million to $68.1 million in 2010 from $60.9 million in 2009.  As a percentage of revenue, gross profit was relatively unchanged at 84.4% in 2010 compared to 85.0% in the prior year.





Educational Hardware Segment


Three months Ended September 30, 2010 and 2009





Segment revenues decreased by $1.8 million, or 30.8%, to $4.2 million in 2010 from $6.0 million in 2009. Segment revenues decreased due to low demand for NEOs related to the difficult funding environment and to a price decrease that went into effect at the beginning of 2010.




Gross profit decreased by $1.3 million to $1.8 million in 2010 from $3.1 million in 2009.  As a percentage of revenue, gross profit decreased to 43.1% in 2010, from 51.1% in 2009. The decline as a percentage of revenue is attributable to the hardware sales price decrease, discussed above.





Educational Hardware Segment


Nine months Ended September 30, 2010 and 2009





Segment revenues decreased by $2.2 million, or 12.8%, to $15.2 million in 2010 from $17.4 million in 2009. Segment revenues decreased due to low demand for NEOs related to the difficult funding environment and to a price decrease that went into effect at the beginning of 2010.




Gross profit decreased by $1.6 million to $7.2 million in 2010 from $8.8 million in 2009.  As a percentage of revenue, gross profit decreased to 47.4% in 2010, from 50.5% in 2009. The decline as a percentage of revenue is attributable to the hardware sales price decrease, discussed above.




Liquidity and Capital Resources





As of September 30, 2010, our cash, cash equivalents and investment securities were $70.1 million, up $26.0 million from $44.1 million at December 31, 2009. The increase was primarily due to $34.7 million of cash flow provided by operations offset in part by $6.7 million used to pay dividends.




As of September 30, 2010, we have a $15.0 million secured revolving line of credit with a bank which is available until July 1, 2012. The line of credit bears interest at either a floating rate or a fixed rate for a period of up to 90 days based on LIBOR plus 1.5%. 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 July 31, 2011, which bears interest at the prime rate. As of September 30, 2010, the lines of credit had not been used.





On April 17, 2002, our Board of Directors authorized a repurchase program which provides for the repurchase of up to 5.0 million shares of our common stock. On February 9, 2005, our Board of Directors authorized the repurchase of an additional 3.0 million shares under the stock repurchase program. On February 6, 2008, our Board of Directors authorized the repurchase of an additional 1.0 million shares under the stock repurchase program.


-13-
 Index





No time limit was placed on the duration of the repurchase program, nor is there any dollar limit on the program. We repurchase shares on the open market as well as from employees who elect to surrender restricted shares at the time of vesting to pay their payroll withholding taxes. Repurchased shares will become treasury shares and may be used for equity compensation plans, stock-based employee benefit plans and for other general corporate purposes. From January 1, 2010 through September 30, 2010, we repurchased approximately 116,400 shares at a cost of $1.2 million. Since the original authorization of the repurchase program in 2002, we have repurchased approximately 7.9 million shares at a cost of $136.4 million. Depending on our stock valuation, cash availability and other factors, we may repurchase additional shares as a beneficial use of our cash to enhance shareholder value.





In each of the four quarters of 2009 we paid a cash dividend of $0.07 per share. In the first quarter of 2010 we paid a cash dividend of $0.07 per share. In the second and third quarters of 2010 we paid a cash dividend of $0.08 per share. On October 27, 2010, our Board of Directors declared a special cash dividend of $2.00 per share in addition to its regular quarterly cash dividend of $0.08 per share, both payable December 1, 2010 to shareholders of record as of November 12, 2010.




We intend to continue to pay quarterly cash dividends, subject to capital availability and a determination that cash dividends continue to be in the best interests of the company and our shareholders. Our Board of Directors also considers several additional factors when declaring dividends, including: the company’s financial statements as of the most recent practicable date, the expected cash costs to deliver the products and services recorded as deferred revenue, the company’s ability to provide the products and services underlying amounts recorded as deferred revenue, the likelihood of recognizing amounts recorded as deferred revenue as net sales based on the company’s historical experience and most recent projections and the short time period over which such recognition has historically occurred and is expected to occur and, other information, opinions, reports and statements prepared and presented by the company’s officers and employees about the company’s business, operations and financial condition.




We believe our strong cash position coupled with cash flow from operations will be sufficient to meet both our short-term and long-term working capital requirements.





Off-Balance Sheet Arrangements and Aggregate Contractual Obligations





We do not have any off-balance sheet transactions, arrangements or obligations (including contingent obligations), that would have a material effect on our financial results.





Operating Leases. We enter into operating leases, primarily for facilities that we occupy in order to carry out our business operations. We utilize operating leases for some of our facilities to gain flexibility as compared to purchasing facilities outright and to limit our exposure to many of the risks of owning commercial property, particularly with regard to international operations. These agreements are generally for terms of one to five years. Some of the leases have early termination clauses, but they generally cannot be terminated by either the lessor or us for reasons other than breach of the lease agreement. We do not anticipate the early termination of any significant lease agreement.





Purchase Obligations. We enter into commitments with certain suppliers to purchase our hardware products, such asNEOs, AccelScan scanners and the 2Know! response system.The majority of these obligations will be satisfied within one year.





Tax Audit Settlements and Deposits. We do not anticipate making any significant cash payments related to the settlement of tax audits or deposits for unsettled audit issues in 2010. Estimation of the amounts and timing of payments in periods after 2010 are highly uncertain and therefore are not included in the table.





As of September 30, 2010, our approximate contractual obligations for operating leases, tax audit payments and purchase obligations (by period due) were as follows:





Payments Due by Period(In Thousands)

Total


Less than

1 year


1-3

years


3-5

years


More than

5 yearsOperating lease obligations

$
2,937


$
361


$
1,848


$
727


$
1Tax audit related payments


-



-



-



-



-Purchase obligations


7,547



7,532



15



-



-Total

$
10,484


$
7,893


$
1,863


$
727


$
1





-14-
 Index





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 been no significant changes to our critical accounting policies that were disclosed in our 2009 Annual Report.




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” and the following “Quantitative and Qualitative Disclosures about Market Risk” may contain certain forward-looking statements regarding strategic growth initiatives, growth opportunities and management’s expectations regarding orders and financial results for 2010 and future periods including statements preceded by, followed by or that include the words “believes,” “expects,” “anticipates,” references to estimates or similar expressions. These forward-looking statements are based on current expectations and current assumptions which management believes are reasonable. However, these statements involve risks and uncertainties that could cause actual results to differ materially from any future results encompassed within the forward-looking statements. Factors that could cause or contribute to such differences include: (i) the failure of orders to achieve expected growth targets, (ii) a decline in quiz sales that exceeds forecasts, (iii) risks associated with the implementation of the Company’s growth initiatives, (iv) dependence on educational institutions and government funding, (v) our ability to successfully implement cost savings measures and achieve cost reductions and (vi) other risks affecting the Company’s business as described in the Company’s filings with the Securities and Exchange Commission, including the Company’s 2009 Annual Report on Form 10-K and later filed quarterly reports on Form 10-Q and current reports on Form 8-K, which factors are incorporated herein by reference. The Company expressly disclaims a duty to provide updates to forward-looking statements, whether as a result of new information, future events or other occurrences.





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 the 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 creditworthiness of the securities issuer, upgrades or downgrades in the creditworthiness of the insurer of the securities, and from changes in general market conditions.





We seek to manage our exposure to market risk by investing in accordance with our corporate investment policy as established by our Board of Directors. The goals of the policy are: (i) preservation of capital, (ii) provision of adequate liquidity to meet projected cash requirements, (iii) minimization of risk of principal loss through diversification, and (iv) maximization of yields in relationship to the guidelines, risk, market conditions and tax considerations.





Our investment policy permits investments in obligations of the U.S. Treasury department and its agencies, money market funds and, high quality investment-grade corporate and municipal interest-bearing obligations. The policy requires diversification to prevent excess concentration of issuer risk and requires the maintenance of minimum liquidity levels. The policy precludes investment in equity securities except for the specific purpose of funding the obligations related to our Supplemental Executive Retirement Plan. As of September 30, 2010, our investment securities had a market value of approximately $12.3 million and a carrying value of $12.3 million. Due to the type and duration of our investments, we do not expect to realize any material gains or losses related to market risk.





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 using average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on 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 British pound, Canadian dollar, and the Euro. At this time, foreign exchange rate risk is not significant due to the relative size of our foreign operations and revenues derived from sales in foreign currencies.





-15-
 Index





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 of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, 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 our 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 objectives and management was necessarily required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.





As of September 30, 2010, 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 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC.





There has been no change in our internal control over financial reporting that has occurred during the quarter ended September 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





Part II - OTHER INFORMATION





Item 1A.Risk Factors





There have been no material changes from risk factors previously disclosed in our 2009 Annual Report in response to Item 1A to Part I of Form 10-K.





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





On April 17, 2002, our Board of Directors authorized a stock repurchase program which provides for the repurchase of up to 5.0 million shares of our common stock. On February 9, 2005, our Board of Directors authorized the repurchase of an additional 3.0 million shares under the stock repurchase program. On February 6, 2008, our Board of Directors authorized the repurchase of an additional 1.0 million shares under the stock repurchase program.





No time limit was placed on the duration of the repurchase program, nor is there any dollar limit on the program. We repurchase shares on the open market as well as from employees who elect to surrender restricted shares at the time of vesting to pay their payroll withholding taxes. Repurchased shares will become treasury shares and may be used for equity compensation plans, 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 September 30, 2010:


Period

Total number

of shares 
repurchased


Average

price paid

per share


Total number of

shares purchased

as part of publicly announced plans

or programs


Maximum number

of shares that may

yet be purchased

under the plans

or programsJuly 1-31


8,300


$
14.42



8,300



1,191,287August 1-31


-



-



-



1,191,287September 1-30


94,722



9.82



94,722



1,096,565Total


103,022







103,022





-16-
 Index





Item 6. Exhibits





Exhibits.





Exhibit No.
Description31.1
Section 302 certification by Glenn R. James31.2
Section 302 certification by Mary T. Minch32.1
Section 906 certification by Glenn R. James32.2
Section 906 certification by Mary T. Minch


___________________________




-17-
 Index





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.





RENAISSANCE LEARNING, INC.(Registrant)November 5, 2010
/s/ Glenn R. JamesDate
Glenn R. JamesChief Executive Officer and a Director
(Principal Executive Officer)November 5, 2010
/s/ Mary T. MinchDate
Mary T. MinchExecutive Vice President-Finance, Chief Financial Officer and 
Secretary (Principal Financial and Accounting Officer)





Index





Index to Exhibits





Exhibit No.
Description31.1
Section 302 certification by Glenn R. James31.2
Section 302 certification by Mary T. Minch32.1
Section 906 certification by Glenn R. James32.2
Section 906 certification by Mary T. Minch


___________________________