(PLATO LEARNING LOGO) FOR IMMEDIATE RELEASE CONTACT: JOHN MURRAY - CHAIRMAN, PRESIDENT & CEO GREG MELSEN - CFO STEVE SCHUSTER - VP & TREASURER 952.832.1000 PLATO LEARNING, INC. REPORTS FIRST QUARTER FISCAL YEAR 2004 RESULTS LIGHTSPAN ACQUISITION AIDS REVENUE GROWTH AND OPERATIONAL IMPROVEMENT MINNEAPOLIS, MN - FEBRUARY 26, 2004 - PLATO Learning, Inc. (NASDAQ: TUTR), a leading provider of K-Adult computer-based and e-learning solutions, today announced revenues for its first quarter ended January 31, 2004, totaling $26.4 million, a $12.9 million or a 97% increase versus the $13.5 million reported for the comparable period of fiscal 2003. The Company's acquisition of Lightspan, Inc. significantly contributed to the quarter's revenue growth. <Table> <Caption> Reported Revenues Quarter Ended January 31, (000's) ---------------------------- 2004 2003 Growth ---------- ---------- ---------- PLATO Learning $ 26,448 $ 13,457 97% Lightspan (1) 967 13,046 ---------- ---------- $ 27,415 $ 26,503 3% ========== ========== </Table> (1) Lightspan revenues prior to acquisition. The net loss for the first quarter of 2004 was $7.5 million, or $0.35 per diluted share, as compared to a loss of $3.4 million, or $0.20 per diluted share, for the same period of 2003. The first quarter results for the period ended January 31, 2003 benefited from a tax credit of $2.35 million, or $0.14 per diluted share. No tax credit was recorded for the quarter ended January 31, 2004. This tax accounting treatment is consistent with the full valuation allowance we provided against our deferred tax assets in connection with the acquisition of Lightspan. <Table> <Caption> Adjusted Net Loss Quarter Ended January 31, (000's, except per share amounts) ----------------------------- 2004 2003 ---------- ---------- Net loss (GAAP) $ (7,535) $ (3,407) Exclude: Income tax benefit -- (2,350) ---------- ---------- Net loss (Non-GAAP) $ (7,535) $ (5,757) ========== ========== Weighted average common shares outstanding 21,500 16,775 ========== ========== Loss per basic and diluted share (Non-GAAP) $ (0.35) $ (0.34) ========== ========== </Table> The acquisition of Lightspan also added significant expenses to the Company's operations. <Table> <Caption> Reported Costs and Expenses Quarter Ended January 31, (000's) ----------------------------- 2004 2003 ---------- ---------- Operating expenses: PLATO Learning (1) 22,863 13,222 Lightspan (2) 1,941 14,248 ---------- ---------- Total 24,804 27,470 ========== ========== As a percentage of revenues 90.5% 103.6% ========== ========== </Table> (1) PLATO operating expenses in 2003 exclude $380 of restructuring charges. (2) Lightspan operating expenses prior to acquisition. On December 17, 2003, the Company also acquired New Media (Holdings) Limited, a United Kingdom (UK) based publisher of curriculum-focused software primarily for teaching secondary school science and math. This acquisition was not significant to the revenues, operating expenses or net loss for the quarter. John Murray, Chairman, President and CEO, said, "The first quarter was a critical period for PLATO Learning. We closed acquisitions with both Lightspan and New Media and began integrating both operations. Each of these transactions was strategically important in allowing PLATO Learning to emerge as a stronger, leading provider of products and services to the K-12 market, as well as being the clear leader in the post-secondary market." Mr. Murray added, "Our first quarter results reflect our ability to grow revenues in a continually tough funding environment, when competition continues to experience year over year declines, and to do so while working through the distractions inherent in consummating mergers of this magnitude. We also demonstrated our ability to remove costs from the combined entities." Mr. Murray continued, "Although we achieved our first quarter targets from both a financial and integration perspective, there is even greater opportunity ahead. We must continue to wisely integrate operations and begin to capitalize on the product, brand and human assets of PLATO Learning. The results of the quarter are encouraging and validate the strategic wisdom of these combinations. We look forward to the revenue growth and improved operating results we can accomplish." Mr. Murray highlighted additional key financial information: o Earnings Before Interest Taxes Depreciation and Amortization (EBITDA), calculated as operating income (loss) before depreciation, amortization and restructuring charges, was $9.1 million for the twelve month period ended January 31, 2004 as compared to $4.5 million for the twelve month period ended January 31, 2003. o Cash flow used in operations in Q1 2004 totaled $1.3 million as compared to cash flow generated from operations of $959,000 in the first quarter of last fiscal year The Company's balance sheet remains strong: o Cash and marketable securities were $27.9 million at January 31, 2004, compared to $27.7 million at October 31, 2003, despite using $6.8 million to acquire New Media (Holdings) Limited in December. There were no bank borrowings outstanding at January 31, 2004. o Deferred revenue was $40.9 million at January 31, 2004, versus $20.1 million at January 31, 2003. Lightspan had deferred revenue of $12.3 million at January 31, 2003. o Stockholders' equity was $153.3 million at January 31, 2004, compared to $109.9 million at October 31, 2003. USE OF NON-GAAP FINANCIAL MEASURES The non-GAAP financial measures used in this press release exclude the impact of an income tax credit in 2003, and a 2003 restructuring charge on PLATO Learning's operating results, as well as present certain proforma operations as if Lightspan had been acquired as of November 1, 2002. These non-GAAP financial measures are not prepared in accordance with generally accepted accounting principles and may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. PLATO Learning's management views these non-GAAP financial measures to be helpful in assessing the Company's progress in integrating the operations of Lightspan. In addition, these non-GAAP financial measures facilitate management's internal comparisons to PLATO Learning's historical operating results and comparisons to competitors' operating results. PLATO Learning includes these non-GAAP financial measures in its earnings announcement because the Company believes they are useful to investors in allowing for greater transparency related to supplemental information used by management in its financial and operational analysis. Investors are encouraged to review the reconciliation of the non-GAAP financial measures used in this press release to their most directly comparable GAAP financial measures as provided with the financial statements attached to this press release. QUARTERLY CONFERENCE CALL A conference call to discuss this announcement is scheduled for today at 3:45 PM (CST). The dial-in number for this call is 1-877-775-1746. Please call ten minutes prior to the start of the call and inform the operator you are participating in PLATO Learning's call. Should you be unable to attend the live conference call, a recording will be available to you from 6:00 p.m. on February 26, 2004, through midnight March 4, 2004. To access the recording call: 1-800-642-1687. At the prompt, enter pass code number 5050874. ABOUT PLATO LEARNING PLATO Learning, Inc. is a leading provider of computer-based and e-learning instruction for kindergarten through adult learners, offering curricula in reading, writing, math, science, social studies, and life and job skills. The company also offers innovative online assessment and accountability solutions and standards-based professional development services. With over 4,000 hours of objective-based, problem-solving courseware, plus assessment, alignment and curriculum management tools, we create standards-based curricula that facilitate learning and school improvement. With trailing 12-month revenues of over $97 million, PLATO Learning, Inc. is a publicly held company traded as TUTR on the NASDAQ-NMS. PLATO(R) Learning educational software is marketed to K-12 schools and colleges. We also sell to job training programs, correctional institutions, military education programs, corporations and individuals and delivered via networks, CD-ROM, the Internet and private intranets. PLATO Learning is headquartered at 10801 Nesbitt Avenue South, Bloomington, Minnesota 55437, (952) 832-1000 or (800) 869-2000. The Company has domestic offices throughout the United States and international offices in the United Kingdom and Canada. International distributors are located in Puerto Rico, Singapore, South Africa and the United Arab Emirates. The Company's Web address is http://www.plato.com. This announcement includes forward-looking statements. PLATO Learning has based these forward-looking statements on its current expectations and projections about future events. Although PLATO Learning believes that its assumptions made in connection with the forward-looking statements are reasonable, no assurances can be given that its assumptions and expectations will prove to have been correct. These forward-looking statements are subject to various risks, uncertainties and assumptions. PLATO Learning undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Any forward looking statements made are subject to the risks and uncertainties as those described in the Company's Annual Report on Form 10-K for the year ended October 31, 2003. Actual results may differ materially from anticipated results. (R) PLATO is a registered trademark of PLATO Learning, Inc. PLATO Learning is a trademark of PLATO Learning, Inc. PLATO LEARNING, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - -------------------------------------------------------------------------------- <Table> <Caption> THREE MONTHS ENDED JANUARY 31, ----------------------------- 2004 2003 ---------- ---------- Revenues: License fees $ 13,059 $ 7,445 Subscriptions 4,508 1,624 Services 6,337 3,383 Other 2,544 1,005 ---------- ---------- Total revenues 26,448 13,457 ---------- ---------- Cost of revenues: License fees 3,341 1,757 Subscriptions 1,679 569 Services 3,764 2,370 Other 2,199 991 ---------- ---------- Total cost of revenues 10,983 5,687 ---------- ---------- Gross profit 15,465 7,770 ---------- ---------- Operating expenses: Sales and marketing 15,185 9,238 General and administrative 4,492 3,276 Product development 2,203 561 Amortization of intangibles 983 147 Restructuring charges -- 380 ---------- ---------- Total operating expenses 22,863 13,602 ---------- ---------- Operating loss (7,398) (5,832) Interest income 119 120 Interest expense (35) (24) Other expense, net (71) (21) ---------- ---------- Loss before income taxes (7,385) (5,757) Income tax expense (benefit) 150 (2,350) ---------- ---------- Net loss $ (7,535) $ (3,407) ========== ========== Loss per share: Basic and diluted $ (0.35) $ (0.20) ========== ========== Weighted average common shares outstanding: Basic and diluted 21,500 16,775 ========== ========== </Table> PLATO LEARNING, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) - -------------------------------------------------------------------------------- <Table> <Caption> JANUARY 31, OCTOBER 31, 2004 2003 ------------ ------------ (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 24,196 $ 23,834 Accounts receivable, net 41,638 39,176 Prepaid expenses and other current assets 9,276 4,819 Deferred income taxes -- 2,218 ------------ ------------ Total current assets 75,110 70,047 Long-term marketable securities 3,746 3,862 Equipment and leasehold improvements, net 7,367 5,024 Product development costs, net 14,695 14,738 Goodwill 69,393 39,609 Identified intangible assets, net 45,562 14,707 Other assets 1,940 1,975 ------------ ------------ Total assets $ 217,813 $ 149,962 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 4,416 $ 2,876 Accrued employee salaries and benefits 4,592 6,678 Accrued liabilities 13,390 3,600 Deferred revenue 34,931 22,192 ------------ ------------ Total current liabilities 57,329 35,346 Deferred revenue 6,010 4,372 Deferred income taxes 863 -- Other liabilities 284 312 ------------ ------------ Total liabilities 64,486 40,030 ------------ ------------ Stockholders' equity: Common stock, $.01 par value, 50,000 shares authorized; 22,979 shares issued and outstanding at January 31, 2004; 17,671 shares issued and 16,370 shares outstanding at October 31, 2003 230 164 Additional paid in capital 162,110 123,135 Treasury stock at cost, 0 and 1,301 shares, respectively -- (11,652) Accumulated deficit (8,557) (1,022) Accumulated other comprehensive loss (456) (693) ------------ ------------ Total stockholders' equity 153,327 109,932 ------------ ------------ Total liabilities and stockholders' equity $ 217,813 $ 149,962 ============ ============ </Table> PLATO LEARNING, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED, IN THOUSANDS) - -------------------------------------------------------------------------------- <Table> <Caption> THREE MONTHS ENDED JANUARY 31, ------------------------------ 2004 2003 ------------ ------------ OPERATING ACTIVITIES: Net loss $ (7,535) $ (3,407) ------------ ------------ Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Deferred income taxes 150 (2,350) Amortization of capitalized product development costs 1,764 1,294 Amortization of identified intangible assets 1,780 476 Depreciation and amortization of equipment and leasehold improvements 911 549 Provision for doubtful accounts 346 525 Loss on disposal of equipment 1 2 Changes in assets and liabilities, net of effects of acquisitions: Accounts receivable 5,741 4,830 Prepaid expenses and other current and noncurrent assets (1,296) (370) Accounts payable (1,314) 1,029 Accrued liabilities, accrued employee salaries and benefits and other liabilities (3,586) (2,048) Deferred revenue 1,786 429 ------------ ------------ Total adjustments 6,283 4,366 ------------ ------------ Net cash provided by (used in) operating activities (1,252) 959 ------------ ------------ INVESTING ACTIVITIES: Acquisitions, net of cash acquired 2,324 -- Capitalization of product development costs (1,664) (1,667) Capital expenditures (572) (297) Sales of marketable securities 116 -- ------------ ------------ Net cash provided by (used in) investing activities 204 (1,964) ------------ ------------ FINANCING ACTIVITIES: Repurchase of common stock -- (540) Net proceeds from issuance of common stock 1,311 16 Repayments of capital lease obligations (60) (69) ------------ ------------ Net cash provided by (used in) financing activities 1,251 (593) ------------ ------------ Effect of foreign currency on cash 159 81 ------------ ------------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 362 (1,517) Cash and cash equivalents at beginning of period 23,834 30,390 ------------ ------------ Cash and cash equivalents at end of period $ 24,196 $ 28,873 ============ ============ </Table> PLATO LEARNING, INC. SUPPLEMENTAL FINANCIAL INFORMATION (UNAUDITED) <Table> <Caption> REVENUES QUARTER ENDED JANUARY 31, --------------------------------------------------------------------------- ($000's) 2004 2003 % CHANGE ------------------------------------ ------------------------------------ ------------------------ As Lightspan Pro As Lightspan Pro As Pro Reported (1) Forma Reported (1) Forma Reported Forma ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- License fees $ 13,059 $ -- $ 13,059 $ 7,445 $ 6,825 $ 14,270 75% -8% Subscriptions 4,508 531 5,039 1,624 2,977 4,601 178% 10% Services 6,337 438 6,775 3,383 2,425 5,808 87% 17% Other 2,544 -- 2,544 1,005 819 1,824 153% 39% ---------- ---------- ---------- ---------- ---------- ---------- $ 26,448 $ 969 $ 27,417 $ 13,457 $ 13,046 $ 26,503 97% 3% ========== ========== ========== ========== ========== ========== </Table> (1) Lightspan revenues prior to acquisition. <Table> <Caption> OPERATING EXPENSES QUARTER ENDED JANUARY 31, ($000'S) 2004 % OF REVENUE ------------------------------------ ------------------------ As Lightspan Pro As Pro Reported (1) Forma Reported Forma ---------- ---------- ---------- ---------- ---------- Sales and marketing $ 15,185 $ 1,282 $ 16,467 57% 60% General and administrative 4,492 310 4,802 17% 18% Product development 2,203 327 2,530 8% 9% Amortization of intangibles 983 22 1,005 4% 4% ---------- ---------- ---------- $ 22,863 $ 1,941 $ 24,804 86% 90% ========== ========== ========== </Table> <Table> <Caption> QUARTER ENDED JANUARY 31, 2003 % OF REVENUE ------------------------------------ ------------------------ As Lightspan Pro As Pro Reported (1) Forma Reported Forma ---------- ---------- ---------- ---------- ---------- Sales and marketing $ 9,238 $ 6,862 $ 16,100 69% 61% General and administrative 3,276 2,367 5,643 24% 21% Product development 561 3,018 3,579 4% 14% Amortization of intangibles 147 2,001 2,148 1% 8% ---------- ---------- ---------- $ 13,222 $ 14,248 $ 27,470 98% 104% ========== ========== ========== </Table> (1) Lightspan operating expenses prior to acquisition. <Table> <Caption> ORDER SIZE QUARTER ENDED JANUARY 31, ------------------------------------------------- ($000'S) 2004 2003 (1) % CHANGE ----------------------- ----------------------- ------------------------ Number Value Number Value Number Value ---------- ---------- ---------- ---------- ---------- ---------- $100 to $249 30 $ 4,309 20 $ 3,150 50% 37% $250 or greater 14 9,118 9 4,675 56% 95% ---------- ---------- ---------- ---------- 44 $ 13,427 29 $ 7,825 52% 72% ========== ========== ========== ========== </Table> (1) 2003 includes both PLATO Learning and Lightspan PLATO LEARNING, INC. SUPPLEMENTAL FINANCIAL INFORMATION (UNAUDITED) <Table> <Caption> DEFERRED REVENUE JANUARY 31, --------------------------- OCTOBER 31, ($000'S) 2004 2003 2003 ------------ ------------ ------------ License fees $ 7,096 $ 4,706 $ 4,762 Subscriptions 11,675 1,790 4,134 Services 21,968 13,382 17,360 Other 202 265 308 ------------ ------------ ------------ 40,941 20,143 26,564 Lightspan -- 12,324 14,262 ------------ ------------ ------------ Total $ 40,941 $ 32,467 $ 40,826 ============ ============ ============ </Table> <Table> <Caption> EBITDA TWELVE MONTHS ENDED ($000'S) JANUARY 31, 2004 --------------------------------------------------------------------------- As Reported Q2-2003 Q3-2003 Q4-2003 Q1-2004 TOTAL ------------ ------------ ------------ ------------ ------------ Net earnings (loss) $ (1,821) $ 285 $ 3,276 $ (7,535) $ (5,795) Income taxes (1,435) 1,600 1,744 150 2,059 Interest expense 30 34 16 35 115 Depreciation and amortization 2,231 2,782 2,854 4,455 12,322 Restructuring charge -- 422 -- -- 422 ------------ ------------ ------------ ------------ ------------ $ (995) $ 5,123 $ 7,890 $ (2,895) $ 9,123 ============ ============ ============ ============ ============ </Table> <Table> <Caption> TWELVE MONTHS ENDED JANUARY 31, 2003 --------------------------------------------------------------------------- As Reported Q2-2002 Q3-2002 Q4-2002 Q1-2003 TOTAL ------------ ------------ ------------ ------------ ------------ Net earnings (loss) $ 297 $ (200) $ 119 $ (3,407) $ (3,191) Income taxes 275 (350) 1,575 (2,350) (850) Interest expense 31 34 24 24 113 Depreciation and amortization 1,586 2,017 2,076 2,319 7,998 Restructuring charge -- -- -- 380 380 ------------ ------------ ------------ ------------ ------------ $ 2,189 $ 1,501 $ 3,794 $ (3,034) $ 4,450 ============ ============ ============ ============ ============ </Table>