UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
[ ] 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 0-14669
THE ARISTOTLE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
27 ELM STREET, NEW HAVEN, CONNECTICUT
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
06-1165854
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
06510
(ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(203) 867-4090
---------------------------
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
As of May 10, 2002, 1,936,581 shares of Common Stock, $.01 par value
per share, were outstanding.
THE ARISTOTLE CORPORATION
INDEX OF INFORMATION CONTAINED IN FORM 10-Q FOR THE
QUARTER ENDED MARCH 31, 2002
PAGE
----
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at March 31, 2002 and June 30, 2001........................3
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended
March 31, 2002 and 2001....................................................................4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
March 31, 2002 and 2001....................................................................5
Notes to Condensed Consolidated Financial Statements.............................................6
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................................................11
Item 3 - Quantitative and Qualitative Disclosure About Market Risk.......................................15
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings...............................................................................17
Item 2 - Changes in Securities...........................................................................17
Item 3 - Defaults Upon Senior Securities.................................................................17
Item 4 - Submission of Matters to a Vote of Security Holders.............................................17
Item 5 - Other Information...............................................................................17
Item 6 - Exhibits and Reports on form 8-K................................................................17
Signatures...............................................................................................18
Exhibit Index............................................................................................19
2
THE ARISTOTLE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE DATA)
MARCH 31, JUNE 30,
2002 2001
--------- ---------
ASSETS (UNAUDITED)
------
Current assets:
Cash and cash equivalents ..................................................................... $ 3,545 $ 4,149
Marketable securities ......................................................................... 810 795
Accounts receivable, net ...................................................................... 949 651
Other receivables ............................................................................. 335 --
Inventories ................................................................................... 1,042 854
Other current assets .......................................................................... 208 121
--------- ---------
Total current assets ..................................................................... 6,889 6,570
--------- ---------
Property, plant and equipment, net ................................................................ 1,559 1,547
--------- ---------
Other assets:
Goodwill ...................................................................................... 6,768 6,768
Deferred transaction costs .................................................................... 947 --
Other noncurrent assets ....................................................................... 19 23
--------- ---------
7,734 6,791
--------- ---------
$ 16,182 $ 14,908
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Current maturities of long term debt .......................................................... $ 85 $ 169
Accounts payable .............................................................................. 367 340
Accrued expenses .............................................................................. 404 510
Taxes and interest payable .................................................................... 1,338 --
Deferred revenue .............................................................................. 81 99
Accrued tax reserves .......................................................................... -- 720
--------- ---------
Total current liabilities ................................................................ 2,275 1,838
--------- ---------
Long term debt, net of current maturities 637 702
--------- ---------
Stockholders' equity:
Common stock, $.01 par value, 3,000,000 shares authorized, 1,944,569 and 1,904,613
shares issued as of March 2002 and June 2001, respectively .................................. 20 19
Additional paid-in capital .................................................................... 163,904 163,654
Accumulated deficit ........................................................................... (150,511) (151,147)
Treasury stock, at cost, 12,988 shares ........................................................ (69) (69)
Foreign currency translation .................................................................. 17 17
Net unrealized investment losses .............................................................. (91) (106)
--------- ---------
Total stockholders' equity ............................................................... 13,270 12,368
--------- ---------
$ 16,182 $ 14,908
========= =========
The accompanying notes are an integral part of these condensed
consolidated finanical statements.
3
THE ARISTOTLE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
--------- ---------
2002 2001 2002 2001
---- ---- ---- ----
Net revenue ..................................................... $ 2,583 $ 2,184 $ 7,449 $ 5,994
Cost of goods sold .............................................. 1,284 1,138 3,743 3,135
---------- ---------- ---------- ----------
Gross profit .............................................. 1,299 1,046 3,706 2,859
---------- ---------- ---------- ----------
Selling expenses ................................................ 220 166 690 557
Product development ............................................. 171 189 485 350
General and administrative expenses ............................. 353 592 1,410 1,458
Goodwill amortization ........................................... -- 121 -- 310
---------- ---------- ---------- ----------
Operating income .......................................... 555 (22) 1,121 184
---------- ---------- ---------- ----------
Other income (expense):
Investment and interest income .............................. 28 89 120 290
Interest expense ............................................ (340) (25) (365) (95)
Equity loss in on-line university ........................... (23) -- (36) --
---------- ---------- ---------- ----------
Income from continuing operations before income taxes ..... 220 42 840 379
Provision for income taxes ...................................... (190) (24) (204) (47)
---------- ---------- ---------- ----------
Income from continuing operations ......................... 30 18 636 332
Minority interest ............................................... -- -- -- 35
---------- ---------- ---------- ----------
Net income ................................................ $ 30 $ 18 $ 636 $ 367
========== ========== ========== ==========
Basic earnings per common share ................................ $ .02 $ .01 $ .33 $ .19
========== ========== ========== ==========
Diluted earnings per common share ............................... $ .02 $ .01 $ .33 $ .19
========== ========== ========== ==========
Weighted average shares outstanding:
Basic shares .............................................. 1,931,581 1,888,710 1,906,499 1,887,463
Diluted shares ............................................ 1,988,870 1,913,310 1,948,125 1,914,111
The accompanying notes are an integral part of these condensed
consolidated financial statements.
4
THE ARISTOTLE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
NINE MONTHS ENDED
MARCH 31,
---------
2002 2001
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .......................................................................... $ 636 $ 367
Adjustments to reconcile net income to net cash provided by operating activities:
Goodwill amortization ............................................................ -- 310
Depreciation and amortization .................................................... 219 153
Minority interest ................................................................ -- (35)
Non-cash deferred compensation ................................................... 54 --
Equity loss in on-line university ................................................ 36 --
Changes in assets and liabilities:
Accounts receivable ......................................................... (298) 97
Other receivables ........................................................... (335) --
Inventories ................................................................. (188) 136
Other assets ................................................................ (95) 63
Accounts payable ............................................................ 28 (105)
Accrued expenses ............................................................ (53) (94)
Taxes and interest payable .................................................. 1,338 --
Accrued tax reserves ........................................................ (720) --
Deferred revenue ............................................................ (18) (44)
------- -------
Net cash provided by operating activities ............................... 604 848
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Safe Passage, net of $20 of cash acquired ............................... -- (1,822)
Investment in on-line university .................................................... (25) (39)
Transaction costs related to the proposed Nasco merger .............................. (947) --
Purchase of property and equipment .................................................. (231) (171)
Redemption of marketable securities ................................................. -- 1,184
------- -------
Net cash used in investing activities ................................... (1,203) (848)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of revolving loan ......................................................... -- (116)
Principal debt payments ............................................................. (125) (770)
Repayment of capital lease obligations .............................................. (23) (20)
Issuance of new shares of common stock .............................................. 143 --
------- -------
Net cash used in financing activities ................................... (5) (906)
------- -------
DECREASE IN CASH AND CASH EQUIVALENTS .................................................. (604) (906)
CASH AND CASH EQUIVALENTS, beginning of period ......................................... 4,149 4,951
------- -------
CASH AND CASH EQUIVALENTS, end of period ............................................... $ 3,545 $ 4,045
======= =======
The accompanying notes are an integral part of these condensed
consolidated financial statements.
5
THE ARISTOTLE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
(UNAUDITED)
1. Nature of Operations and Basis of Presentation
----------------------------------------------
The Aristotle Corporation ("Aristotle" or the "Company") is a holding
company which, through its subsidiaries, Simulaids, Inc. ("Simulaids") and Safe
Passage International, Inc. ("Safe Passage"), currently conducts business in two
segments, the medical education and training products market and the
computer-based training market. Simulaids' primary products include manikins and
simulation kits used for training in CPR, emergency rescue and patient care
fields. Simulaids' products are sold throughout the United States and
internationally via distributors and catalogs to end users such as fire and
emergency medical departments and nursing and medical schools. Safe Passage
develops and licenses computer-based training products to government and
industry clients.
On September 14, 2000, Aristotle acquired 80% of the outstanding shares of
common stock (the "Acquisition") of Safe Passage, a privately-held Rochester,
New York-based company, pursuant to a Stock Purchase Agreement dated as of
September 13, 2000 between Aristotle and the Safe Passage shareholders (the
"Sellers"). In consideration for such shares, the Company paid an aggregate
purchase price of $1.625 million in cash to the Sellers. In addition, the
Company incurred approximately $318,000 of transaction and other related costs
associated with the Acquisition. The Acquisition was accounted for using the
purchase method of accounting and, accordingly, the purchase price was allocated
to the assets and liabilities acquired based on their fair market values at the
date of the Acquisition. The excess cost over the fair value of net assets
acquired, which amounted to approximately $1.8 million, was recorded as
goodwill.
Operating results for the nine months ended March 31, 2002 and 2001, on a
pro forma basis as though Safe Passage was acquired as of the first day of the
periods are as follows (dollars in thousands except share data):
Nine Months Ended March 31
--------------------------
2002 2001
---- ----
(unaudited) (unaudited)
Net revenue.................................. $7,449 $6,681
Net income................................... 636 554
Basic earnings per common share.............. .33 .29
Diluted earnings per common share............ .33 .29
The pro forma financial information is presented for informational
purposes only and is not necessarily indicative of the operating results that
would have occurred had the Acquisition been consummated as of the above dates,
nor are they necessarily indicative of the future operating results. The pro
forma adjustments include amortization of intangibles, decreased interest income
and state income taxes on the income of Safe Passage.
6
Merger
------
On November 28, 2001, Aristotle announced it had signed an agreement to
merge with Nasco International, Inc. (Nasco), an indirect subsidiary of the
privately held Geneve Corporation. Aristotle will be the surviving corporation
and will continue to be a publicly held company listed on the Nasdaq SmallCap
Market. Because Geneve will own a significant majority of the outstanding shares
of Aristotle common stock upon completion of the merger, the merger will be
accounted for as a reverse acquisition of entities under common control.
Accordingly, for accounting purposes, Aristotle will be treated as the acquired
company and Nasco will be considered to be the acquiring company and, therefore,
the purchase price, as defined, will be allocated to the assets and liabilities
of Aristotle as acquired by Nasco based on their fair market value at the date
of the merger.
The merger is subject to approval, at a meeting of Aristotle's
stockholders, by a two-thirds affirmative vote of Aristotle's outstanding common
shares, and also by a majority of shares voted, excluding those held by Geneve.
Other conditions to closing are contained in the Agreement and Plan of Merger
filed with the Securities and Exchange Commission on November 30, 2001 as an
exhibit to its Current Report on Form 8-K reporting the merger.
Tax Settlement
--------------
The Company announced on April 11, 2002 that it had reached a settlement
with the Internal Revenue Service ("IRS") regarding a $1.9 million refund it had
received in 1997 resulting from a net operating loss carryback claim relating to
its 1996 tax year (April 2002 settlement). As previously reported, the IRS had
been reviewing the amount of the refund and the Company had recorded a tax
reserve of $720,000 with respect to such refund. In connection with the receipt
of the $1.9 million tax refund in 1997, the Company had paid a $480,000
contingency fee (Tax Contingency Fee) to a third party professional services
firm who assisted the Company with the carryback claim. The Tax Contingency Fee
was recognized as a general and administrative expense in fiscal 1997.
In the April 2002 Settlement, the Company has agreed to pay to the IRS
approximately $910,000 of the original tax refund, plus interest of $428,000,
for an aggregate settlement of $1,338,000. Offsetting such obligation is a
recovery of $228,000 of the Tax Contingency Fee, per the terms of the agreement,
as well as a requirement of the third party services firm to pay approximately
$107,000 of the interest, for an aggregate recovery of $335,000. Accordingly,
included in the accompanying March 31, 2002 balance sheet is a $1,338,000
obligation due to the IRS and a $335,000 receivable from the professional
services firm. Included in the accompanying statements of operations for the
three and nine months ended June 30, 2002 is a $190,000 tax provision, a
$321,000 net interest expense and a $228,000 reduction in general and
administration expenses, resulting in a net income statement charge of $283,000
due to the April 2002 Settlement.
Restatement
-----------
The Company has determined that a $330,000 note issued to Geneve
Corporation in fiscal 2000 should have been reflected as an additional preferred
dividend rather than as a reduction of paid-in capital. Therefore, the equity
sections of the accompanying 2002 and 2001 balance sheets reflect a
reclassification between paid-in capital and retained earnings. Total equity
remains unaffected.
Earnings Per Common Share
-------------------------
The Company calculates earnings per share in accordance with the
provisions of SFAS No. 128 "Earnings Per Share." Options to purchase 27,769 and
30,164 of common stock were not included in the computations of earnings per
share for the periods ended March 31, 2002 and 2001, respectively, because the
option exercise prices were greater than the average market price of the common
stock.
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and notes required by generally accepted
7
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
nine months ended March 31, 2002 are not necessarily indicative of results that
may be expected for the year ending June 30, 2002. For further information,
refer to the consolidated financial statements and notes included in Aristotle's
Annual Report on Form 10-K for the year ended June 30, 2001.
2. New Accounting Pronouncements
-----------------------------
As of July 1, 2001, the Company adopted Statement of Financial Accounting
Standard ("SFAS") No. 142, "Goodwill and Other Intangible Assets" ("SFAS No
142"). Under SFAS No. 142, goodwill is no longer subject to amortization over
its estimated useful life. Instead, SFAS No. 142 requires that goodwill be
evaluated at least annually for impairment by applying a fair-value-based test
and, if impairment occurs, the amount of impaired goodwill must be written off
immediately. Accordingly, the Company no longer records amortization of
goodwill. For the three months and nine months ended March 31, 2001 the Company
recorded $121 and $310 of goodwill amortization, respectively.
The performance of Safe Passage has been negatively impacted by delays in
the awarding of certain contracts by a primary customer, the Federal Aviation
Administration ("FAA"). The timing and amount, if any, of FAA or the
Transportation Security Administration ("TSA") contract awards to Safe Passage,
anticipated to be awarded during the next few months, will be a significant
consideration in assessing any future potential Safe Passage goodwill impairment
during fiscal 2002. If Safe Passage does not receive significant business from
the FAA or the TSA by June 30, 2002, management anticipates that an impairment
test may indicate the need to write off all or a portion of the goodwill at its
June 30, 2002 year-end.
A reconciliation of reported net income to adjusted net income before
amortization of goodwill is as follows (dollars in thousands, except per share
data):
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
---------- ---------
2002 2001 2002 2001
---- ---- ---- ----
Net income as reported ..................................... $ 30 $ 18 $ 636 $ 367
Amortization of goodwill ................................... -- 121 -- 310
------- ------- ------- -------
Adjusted net income ........................................ $ 30 $ 139 $ 636 $ 677
======= ======= ======= =======
Basic earnings per common share:
Net income as reported ..................................... $ .02 $ .01 $ .33 $ .19
Amortization of goodwill ................................... -- .06 -- .17
------- ------- ------- -------
Adjusted net income ........................................ $ .02 $ .07 $ .33 $ .36
======= ======= ======= =======
Diluted earnings per common share:
Net income as reported ..................................... $ .02 $ .01 $ .33 $ .19
Amortization of goodwill ................................... -- .06 -- .16
------- ------- ------- -------
Adjusted net income ........................................ $ .02 $ .07 $ .33 $ .35
======= ======= ======= =======s
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 modifies the rules
for accounting for the impairment or disposal of long-lived assets. The new
rules become effective for fiscal years beginning after December 15, 2001, with
earlier application encouraged. The Company has not yet quantified the impact of
implementing SFAS No. 144 on the Company's consolidated financial statements.
8
3. Debt Agreement
--------------
On September 27, 1999, Simulaids and Citizens Bank of Connecticut
("Citizens") entered into a $2.0 million credit agreement. The Company's
outstanding indebtedness under the credit agreement is currently comprised of an
$800,000 seven-year mortgage. Principal payments are scheduled on a fifteen-year
straight-line amortization, with a balloon payment at the seven-year maturity.
The interest rate is charged at the rate of LIBOR plus 200 basis points on a 30,
60, 90 or 180 day LIBOR rate at Simulaids' election.
As of March 31, 2002, the balance outstanding on the mortgage was $662.
Future principal payments on the mortgage are $5 per month until September 2006,
at which time the remaining balance will be due.
4. Comprehensive Income
--------------------
The Company reports comprehensive income in accordance with SFAS No. 130
in which the Company discloses changes in equity that result from transactions
and economic events from non-owner sources. Comprehensive income for the three
and nine months ended March 31, 2002 and 2001 is as follows:
(UNAUDITED)
(IN THOUSANDS OF DOLLARS)
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
--------- ---------
2002 2001 2002 2001
---- ---- ---- ----
Net income ............................................... $ 30 $ 18 $ 636 $ 367
Foreign currency translation adjustment .................. 1 (1) -- (1)
Net unrealized investment gain (loss) .................... 15 58 15 164
------- ------- ------- -------
Comprehensive income ..................................... $ 46 $ 75 $ 651 $ 530
======= ======= ======= =======
5. SEGMENT REPORTING
-----------------
The Company has two reportable segments: the medical education and
training products segment and the computer based training segment. The medical
education and training products segment produces manikins and simulation kits
used for training in CPR, emergency rescue and patient care fields. The
computer-based training segment develops and sells computer-based training
products to government and industry clients.
The Company's reportable segments are strategic business units that offer
different products and services. They are managed separately because each
business requires different technology and marketing strategies. Each of the
businesses was acquired as a unit, and the management at the time of the
acquisition was retained. The results of each segment for the three and nine
months ended March 31, 2002 and 2001 are as follows:
9
(UNAUDITED)
(IN THOUSANDS OF DOLLARS)
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
--------- ---------
2002 2001 2002 2001
---- ---- ---- ----
Net revenue:
Medical education & training products .................. $ 2,544 $ 2,018 $ 7,220 $ 5,628
Computer based training ................................ 39 166 229 366
------- ------- ------- -------
Net revenue ............................................ $ 2,583 $ 2,184 $ 7,449 $ 5,994
======= ======= ======= =======
Operating income (loss):
Medical education & training products .................. $ 793 $ 448 $ 2,166 $ 1,195
Computer based training ................................ (249) (292) (711) (606)
Corporate .............................................. 11 (178) (334) (405)
------- ------- ------- -------
Operating income ....................................... $ 555 $ (22) $ 1,121 $ 184
======= ======= ======= =======
Net income (loss):
Medical education & training products .................. $ 471 $ 235 $ 1,284 $ 626
Computer based training ................................ (258) (289) (719) (561)
Corporate .............................................. (183) 72 71 302
------- ------- ------- -------
Net income ............................................. $ 30 $ 18 $ 636 $ 367
======= ======= ======= =======
MARCH 31, JUNE 30,
2002 2001
---- ----
Identifiable assets:
Medical education & training products................... $ 9,276 $ 8,388
Computer based training................................. 1,736 1,887
Corporate............................................... 5,170 4,633
------- -------
Identifiable assets..................................... $16,182 $14,908
======= =======
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
GENERAL
This discussion and analysis of financial condition and results of
operations reviews the results of operations of the Company, on a consolidated
basis, for the three and nine months ended March 31, 2002, as compared to the
three and nine months ended March 31, 2001. This discussion and analysis of
financial condition and results of operations have been derived from, and should
be read in conjunction with, the unaudited Consolidated Financial Statements and
Notes to Consolidated Financial Statements contained elsewhere in this report.
We believe the following accounting policies affect our more significant
judgments and estimates used in the preparation of our consolidated financial
statements:
Revenues - Simulaids revenue is recorded when goods are shipped to the
Company's customers. Safe Passage generates revenues from sales of software
maintenance contracts. Revenue from software license agreements is recognized
upon delivery of the software to the customer if there are no significant post
delivery obligations and collection is probable. If a significant vendor
obligation remains, then revenue is recognized under the percentage of
completion method of accounting, whereby revenues and profit are recognized as
work is performed based on the relationship between actual costs incurred and
total estimated costs to complete. The cumulative impact of any revision in the
estimate of the cost to complete is reflected in the period in which the changes
become known. Software maintenance fees are recognized over the term of the
maintenance period. Advance billings of license and software maintenance
contracts are reflected as deferred revenue in the accompanying consolidated
balance sheets.
Goodwill - As of July 1, 2001, the Company adopted Statement of Financial
Accounting Standard ("SFAS") No. 142, "Goodwill and Other Intangible Assets"
("SFAS No 142"). Under SFAS No. 142, goodwill is no longer subject to
amortization over its estimated useful life. Instead, SFAS No. 142 requires that
goodwill be evaluated at least annually for impairment by applying a
fair-value-based test and, if impairment occurs, the amount of impaired goodwill
must be written off immediately. Accordingly, commencing July 1, 2001 the
Company no longer records amortization of goodwill.
RESULTS OF OPERATIONS OF THE COMPANY
THREE MONTHS ENDED MARCH 31, 2002 AS COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 2001.
Net revenue for the three months ended March 31, 2002 increased 18.3% to
$2,583 compared to net revenue of $2,184 for the same period in the prior year.
The increase in revenue principally reflected revenue growth of $526 at
Simulaids resulting from increases in sales of CPR manikins. The Simulaids
increase was partially offset by decreased revenue of $127 at Safe Passage that
reflected the downturn in the economy and in the technology sector in
particular.
Gross profit for the three months ended March 31, 2002 increased 24.2% to
$1,299 from $1,046 for the same period in the prior year and the gross margin
percentage increased to 50.3% from 47.9%. The increase in gross profit reflected
higher sales and improved plant efficiency for Simulaids, which generated $386
of increased gross profit, partially offset by a $133 decrease for Safe Passage
due mainly to the decline in net revenue.
11
Selling expense for the three months ended March 31, 2002 increased 32.5%
to $220 from $166 for the same period in the prior year. The increase mainly
reflected higher commission expenses paid by Simulaids to an affiliate for sales
to international customers partially offset by reductions in staffing levels at
Safe Passage.
Product development expenses for the three months ended March 31, 2002
decreased 9.5% to $171 from $189 for the three months ended March 31, 2001. The
decrease principally reflected lower staffing levels at Safe Passage partially
offset by increased staffing at Simulaids.
The Company's general and administrative expenses for the three months
ended March 31, 2002 decreased 40.4% to $353 compared to $592 for the comparable
2001 fiscal quarter. The decrease was primarily due to the recovery of
contingency fees of $228 related to the tax settlement with the Internal Revenue
Service.
There was no goodwill amortization for the current fiscal quarter versus
$121 of goodwill amortization in the prior year's quarter. Effective July 1,
2001, the Company adopted SFAS No 142, "Goodwill and Other Intangible Assets"
("SFAS 142"). Under SFAS 142, goodwill is no longer subject to amortization over
its estimated useful life. Instead, SFAS 142 requires that goodwill be evaluated
at least annually for impairment by applying a fair value based test and, if
impairment occurs, the amount of impaired goodwill must be written off
immediately. The performance of Safe Passage has been negatively impacted by
delays in the awarding of certain contracts by a primary customer, the Federal
Aviation Administration ("FAA"). The timing and amount, if any, of FAA or the
Transportation Security Administration ("TSA") contract awards to Safe Passage,
anticipated to be awarded during the next few months, will be a significant
consideration in assessing any future potential Safe Passage goodwill impairment
during fiscal 2002. If Safe Passage does not receive significant business from
the FAA or the TSA by June 30, 2002, management anticipates that an impairment
test may indicate the need to write off all or a portion of Safe Passage
goodwill at its June 30, 2002 year-end.
Investment and interest income was $28 and $89 for the three months ended
March 31, 2002 and 2001, respectively. The decrease in 2002 mainly reflects
lower returns on investment balances.
Interest expense for the three months ended March 31, 2002 increased to
$340 from $25 in the corresponding three months ended March 31, 2001. The
increase primarily reflected $321 of interest due as part of the tax settlement
with the Internal Revenue Service.
The equity loss in on-line university of $23 for the three months ended
March 31, 2002 represents the initial costs of a continuing education joint
venture with Quinnipiac University. The joint venture was formed in February
2001.
The income tax provision for the three months ended March 31, 2002 was
$190 compared to $24 for the three months ended March 31, 2001. The increase
principally reflected $190 of federal taxes due as part of the tax settlement
with the Internal Revenue Service.
NINE MONTHS ENDED MARCH 31, 2002 AS COMPARED TO THE NINE MONTHS ENDED
MARCH 31, 2001.
Net revenue for the nine months ended March 31, 2002 increased 24.3% to
$7,449 compared to net revenue of $5,994 for the same period in the prior year.
The increase in revenue principally reflects revenue growth at Simulaids of
$1,592, which experienced increases through both its domestic and export
distributors and increased revenue across most major product categories. The
Simulaids increase was partially offset by decreased revenue of $137 at Safe
Passage that reflected the downturn in the economy and in the technology sector
in particular.
Gross profit for the nine months ended March 31, 2002 increased 29.6% to
$3,706 from $2,859 for the same period in the prior year and the gross margin
percentage increased to 49.8% from 47.7%. The increase in gross profit
12
mainly reflected higher sales and the gross margin increase principally
reflected improved manufacturing efficiency for Simulaids.
Selling expense for the nine months ended March 31, 2002 increased 23.9%
to $690 from $557 for the same period in the prior year. The increase mainly
reflected higher commission expenses paid by Simulaids to an affiliate for sales
to international customers, catalog costs, and advertising expenses partially
offset by reductions in staffing levels at Safe Passage.
Product development expenses for the nine months ended March 31, 2002
increased 38.6% to $485 from $350 for the nine months ended March 31, 2001. The
increase principally reflected the inclusion of a full nine months' impact of
Safe Passage and higher staffing levels at Simulaids.
The Company's general and administrative expenses for the nine months
ended March 31, 2002 decreased 3.3% to $1,410 compared to $1,458 for the
comparable period in 2001. The decrease was primarily due to the recovery of
contingency fees of $228 related to the tax settlement with the Internal Revenue
Service, partially offset by the inclusion of a full nine months' impact of Safe
Passage and increased professional fees and higher staffing costs at Aristotle.
There was no goodwill amortization for the nine months ended March 31,
2002 compared to $310 for the comparable period in the prior year. Effective
July 1, 2001, the Company adopted SFAS No 142, "Goodwill and Other Intangible
Assets" ("SFAS 142"). Under SFAS 142, goodwill is no longer subject to
amortization over its estimated useful life. Instead, SFAS 142 requires that
goodwill be evaluated at least annually for impairment by applying a fair value
based test and, if impairment occurs, the amount of impaired goodwill must be
written off immediately. The performance of Safe Passage has been negatively
impacted by delays in the awarding of certain contracts by a primary customer,
the Federal Aviation Administration ("FAA"). The timing and amount, if any, of
FAA or the Transportation Security Administration ("TSA") contract awards to
Safe Passage, anticipated to be awarded during the next few months, will be a
significant consideration in assessing any future potential Safe Passage
goodwill impairment during fiscal 2002. If Safe Passage does not receive
significant business from the FAA or the TSA by June 30, 2002, management
anticipates that an impairment test may indicate the need to write off all or a
portion of Safe Passage goodwill at its June 30, 2002 year-end.
Investment and interest income was $120 and $290 for the nine months ended
March 31, 2002 and 2001, respectively. The decrease in 2002 mainly reflects
lower returns on investment balances.
Interest expense for the nine months ended March 31, 2002 increased to
$365 from $95 in the corresponding nine months ended March 31, 2001. The
increase primarily reflected $321 of interest due as part of the tax settlement
with the Internal Revenue Service.
The equity loss in on-line university of $36 for the nine months ended
March 31, 2002 represents the initial costs of a continuing education joint
venture with Quinnipiac University. The joint venture was formed in February
2001.
The income tax provision for the nine months ended March 31, 2002 was $204
compared to $47 for the nine months ended March 31, 2001. The increase
principally reflected $190 of federal taxes due for the tax settlement with the
Internal Revenue Service.
13
LIQUIDITY AND CAPITAL RESOURCES
Aristotle ended the March 31, 2002 quarter with $3,545 in cash and cash
equivalents versus cash and cash equivalents of $4,149 at June 30, 2001. The
decrease in cash for the nine months ended March 31, 2002 was principally the
result of cash used for transaction costs of $947 related to the proposed merger
with Nasco and capital expenditures of $231 partially offset by cash generated
by operating activities of $604.
The Company generated cash from operations of $604 during the nine months
ended March 31, 2002 and $848 from operations during the nine months ended March
31, 2001. During the nine months ended March 31, 2002, the generation of cash
from operations was principally the result of net income before depreciation and
amortization of $855 an increase in taxes and interest payable of $1,338 related
to the tax settlement, partially offset by a decrease of accrued tax reserves of
$720 related to the tax settlement, an increase in the amount due from a third
party professional services firm of $335 related to the tax settlement and
increases in accounts receivable of $298 and inventory of $188. During the nine
months ended March 31, 2001, the generation of cash from operations was
principally the result of net income of $367 and depreciation and amortization
of $463.
The Company used cash for investing activities of $1,203 during the nine
months ended March 31, 2002 and $848 during the nine months ended March 31,
2001. During the nine months ended March 31, 2002, the utilization of cash was
principally for transaction costs of $947 related to the proposed merger with
Nasco and capital expenditures of $231. During the nine months ended March 31,
2001, the utilization of cash was principally due to the acquisition of Safe
Passage of $1,822, capital expenditures of $171, and initial expenditures of $39
for the development of an on-line continuing medical education program with
Quinnipiac University, partially offset by the sale of marketable securities of
$1,184.
The Company used cash of $5 in financing activities during the nine months
ended March 31, 2002 and $906 in financing activities during the nine months
ended March 31, 2001. During the nine months ended March 31, 2002, the
utilization of cash was mainly due to the reduction of debt by $148 partially
offset by $143 of cash generated from the sale of common shares. Funds utilized
in the nine months ended March 31, 2001 reflect the reduction of debt by $906.
Our contractual cash obligations as of March 31, 2002, are as follows (in
thousands):
Payments Due by Period
----------------------
Total Amounts Fiscal Year Fiscal Years Fiscal Years Fiscal Years
Contractual Obligations Committed 2002 2003 and 2004 2005 and 2006 After 2006
----------------------- --------- ------ ------------- ------------- ----------
Principal portion of long-
term debt.................. $ 662 $ 13 $107 $107 $435
Principal portion of capital
lease obligations.......... 60 8 52 -- --
Employment obligations..... 977 209 768 -- --
Operating leases........... 31 26 5 -- --
------ ------ ---- ---- ----
Total...................... $1,730 $ 256 $932 $107 $435
====== ====== ==== ==== ====
Long-term debt consists of the financing agreement between Simulaids and
Citizens Bank of Connecticut used to finance land and buildings located in
Woodstock, New York. Principal payments are scheduled on a fifteen-year
straight-line amortization, with a balloon payment in September 2006. The
interest rate is charged at the rate of LIBOR plus 200 basis points on a 30, 60,
90, or 180 day LIBOR rate at Simulaids' election.
14
The capital lease obligation, related to computer equipment, consists of
an arrangement with IBM Credit Corporation. The lease terms require monthly
payments until January 2004 and bears interest at the annual rate of 8.54%.
The employment obligations consist of agreements with John J. Crawford and
Paul M. McDonald of Aristotle and James S. Viscardi and Michael R. Rooksby of
Safe Passage.
Aristotle leases its office facility in New Haven, Connecticut at a
monthly cost of approximately $1 and expires on June 30, 2002. Safe Passage
leases its office facility in Rochester, New York at a monthly cost of
approximately $5 and expires on July 31, 2002.
Capital resources in the future are expected to be used for the
development of the Simulaids and Safe Passage businesses, for additional costs
anticipated in connection with the proposed merger with Nasco and to pursue
additional acquisitions. Aristotle anticipates that there will be sufficient
financial resources to meet Aristotle's projected working capital and other cash
requirements for at least the next twelve months.
ITEM 3. QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As described below, credit risk and interest rate risk are the primary
sources of market risk to the Company in its marketable securities and long-term
borrowings.
QUALITATIVE
Interest Rate Risk: Changes in interest rates can potentially impact the
Company's profitability and its ability to realize assets and satisfy
liabilities. Interest rate risk is resident primarily in the Company's
marketable securities and long-term borrowings, which have fixed coupon or
interest rates.
Credit Risk: The Company's marketable securities are invested in
investment grade corporate bonds and closed-end bond funds, both domestic and
international, which have various maturities.
QUANTITATIVE
The Company's marketable securities and long-term borrowings as of March
31, 2002 are as follows:
Maturity less Maturity greater
than one Year than one Year
------------- -------------
Marketable securities
Cost value $ -- $ 901
Weighted average return -- 6.6%
Fair market value $ -- $ 810
Long-term borrowings
Amount $ 85 $ 637
Weighted average interest rate 5.6% 4.1%
Fair market value $ 85 $ 637
15
RECENT DEVELOPMENTS
On November 28, 2001, Aristotle announced it had signed an agreement to
merge with Nasco International, Inc. (Nasco), an indirect subsidiary of the
privately held Geneve Corporation. Aristotle will be the surviving corporation
and will continue to be a publicly held company listed on the Nasdaq SmallCap
Market. Because Geneve will own a significant majority of the outstanding shares
of Aristotle common stock upon completion of the merger, the merger will be
accounted for as a reverse acquisition of entities under common control.
Accordingly, for accounting purposes, Aristotle will be treated as the acquired
company and Nasco will be considered to be the acquiring company.
The merger is subject to approval, at a meeting of Aristotle's
stockholders, by a two-thirds affirmative vote of Aristotle's outstanding common
shares, and also by a majority of shares voted, excluding those held by Geneve.
Other conditions to closing are contained in the Agreement and Plan of Merger
filed with the Securities and Exchange Commission on November 30, 2001 as an
exhibit to its Current Report on Form 8-K reporting the merger.
The Company announced on April 11, 2002 that it had reached a settlement
with the Internal Revenue Service regarding a refund it had received in 1997 for
a net operating loss carryback claim relating to its 1996 tax year. As
previously reported, the IRS had been reviewing the amount of the refund, and
the Company recorded a tax reserve of $720 with respect to such refund. In the
settlement, the Company has agreed to pay approximately $682 (net of the amount
due from a previously paid contingency fee) plus approximately $321 (net of the
amount due from previously paid contingency fee), which represents interest on
the portion of the unallowed refund claim. Accordingly, the Company has expensed
$283 as of March 31, 2002.
CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS
Aristotle believes that this report may contain forward-looking statements
within the meaning of the "safe-harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include
statements regarding Aristotle's liquidity and are based on management's current
expectations and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. Aristotle cautions investors that there can be no
assurance that actual results or business conditions will not differ materially
from those projected or suggested in such forward-looking statements as a result
of various factors including, but not limited to, the following: (i) the ability
of Aristotle to obtain financing and additional capital to fund its business
strategy on acceptable terms, if at all; (ii) the ability of Aristotle to
consummate its previously announced proposed merger with Nasco International,
Inc.; (iii) the ability of Aristotle to retain and take advantage of its net
operating tax loss carryforward position; (iv) Aristotle's ability to manage
Simulaids, Safe Passage and any other acquired or to be acquired companies; and
(v) general economic conditions. As a result, the Company's future development
efforts and operations involve a high degree of risk. For further information,
refer to the more specific risks and uncertainties discussed in our Annual
Report on Form 10-K.
16
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS.
The Registrant is not a party to any material legal proceedings. See the
following sections of the Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 2001: "Management's Discussion and Analysis of Financial
Conditions and Result of Operations - Income Taxes" and Note 7 - "Income Taxes"
to the Consolidated Financial Statements with regard to Registrant's claims for
tax refunds with the Internal Revenue Service.
ITEM 2 - CHANGES IN SECURITIES.
None
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER.
None
ITEM 5 - OTHER INFORMATION.
None
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits - None. See Exhibit Index attached to this Report.
(b) Reports on Form 8-K. On April 11, 2002, we filed a Current Report
on Form 8-K under Item 5 regarding the settlement agreement with the
Internal Revenue Service.
17
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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.
THE ARISTOTLE CORPORATION
/s/ John J. Crawford
-------------------------------------
John J. Crawford
ITS PRESIDENT, CHIEF EXECUTIVE
OFFICER AND CHAIRMAN OF THE BOARD
Date: May 14, 2002
/s/ Paul McDonald
-------------------------------------
Paul McDonald
ITS CHIEF FINANCIAL OFFICER AND
SECRETARY (PRINCIPAL FINANCIAL AND
CHIEF ACCOUNTING OFFICER)
Date: May 14, 2002
18
EXHIBIT INDEX
-------------
Exhibit
Number Description
------ -----------
Exhibit 2.1--Capital Contribution Agreement dated as of November 19, 1993
by and among The Aristotle Corporation, Aristotle Sub, Inc., The Strouse,
Adler Company and the Stockholders of Strouse, incorporated herein by
reference to Exhibit 2.1 of The Aristotle Corporation Current Report on
Form 8-K dated April 14, 1994, as amended (the "1994 Current Report").
Exhibit 2.2--Agreement and Plan of Reorganization, dated as of September
13, 2000 (closed on September 14, 2000), by and among the Registrant,
Aristotle Acquisition Sub, Inc., Safe Passage International, Inc., James
S. Viscardi, Michael R. Rooksby, Howard C. Rooksby and Andrew M. Figiel,
incorporated herein by reference to Exhibit 2.1 of the Registrant's
Current Report on Form 8-K dated September 27, 2000.
Exhibit 2.3--Agreement and Plan of Merger, dated as of September 13, 2000
(closed on September 14, 2000), by and between Aristotle Acquisition Sub,
Inc. and Safe Passage International, Inc., incorporated herein by
reference to Exhibit 2.2 of the Registrant's Current Report on Form 8-K
dated September 27, 2000.
Exhibit 2.4--Agreement and Plan of Merger, dated as of November 27, 2001,
among The Aristotle Corporation, Geneve Corporation, Nasco Holdings, Inc.
and Nasco International, Inc. incorporated herein by reference to Exhibit
2 of The Aristotle Corporation Current Report on Form 8-K dated November
30, 2001.
Exhibit 3.1--Restated Certificate of Incorporation of The Aristotle
Corporation, incorporated herein by reference to Exhibit 3.1 of The
Aristotle Corporation Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1997.
Exhibit 3.2--Amended and Restated Bylaws, incorporated herein by reference
to Exhibit 3.2 of The Aristotle Corporation Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 1997.
Exhibit 4.1--Restated Certificate of Incorporation of The Aristotle
Corporation and Amended and Restated Bylaws filed as Exhibits 3.1 and 3.2
are incorporated into this item by reference. See Exhibit 3.1 and Exhibit
3.2 above.
Exhibit 4.2--Registration Rights Agreement dated as of April 11, 1994
between the Registrant and the shareholders listed on Exhibit A thereto,
incorporated by reference to an exhibit to the Registrant's Registration
Statement on Form S-3 (File No. 333-4185).
Exhibit 4.3--Preferred Stock Purchase Agreement dated as of October 22,
1997 between The Aristotle Corporation and Geneve Corporation,
incorporated herein by reference to Exhibit 10.5 of the Registrant's
Quarterly Report on Form 10-Q for fiscal quarter ended September 30, 1997.
Exhibit 4.4--Registration Rights Agreement dated as of October 22, 1997
between The Aristotle Corporation and Geneve Corporation, incorporated
herein by reference to Exhibit 10.6 to the Registrant's Quarterly Report
on Form 10-Q for the fiscal quarter ended September 30, 1997.
Exhibit 4.5--Letter Agreement dated as of September 15, 1997 among The
Aristotle Corporation, Aristotle Sub, Inc. and certain stockholders,
incorporated herein by reference to Exhibit 10.7 to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
1997.
19
Exhibit 4.6--Letter Agreement dated as of February 9, 2000 between The
Aristotle Corporation and the Geneve Corporation regarding certain
limitations on voting and the acquisition of additional shares of common
stock, incorporated herein by reference to the Registrant's Report on Form
13D/A dated February 15, 2000.
Exhibit 4.7--Letter Agreement dated as of April 28, 2000 between The
Aristotle Corporation and the Geneve Corporation, modifying the letter
agreement between such parties dated as of February 9, 2000, regarding
certain limitations on voting and the acquisition of additional shares of
common stock, incorporated herein by reference to the Registrant's Report
on Form 8-K dated May 2, 2000.
Exhibit 10.1--Stock Option Plan of The Aristotle Corporation, as amended,
incorporated herein by reference to Exhibit 10.2 of The Aristotle
Corporation Annual Report on Form 10-K for the fiscal year ended December
31, 1992 (the "1992 Form 10-K").
Exhibit 10.2--Form of Stock Option Agreement (for non-employee directors),
incorporated herein by reference to Exhibit 10.3 of the 1992 Form 10-K.
Exhibit 10.3--Form of Incentive Stock Option Agreement (for employees),
incorporated herein by reference to Exhibit 10.4 of the 1992 Form 10-K.
Exhibit 10.4--Settlement and Release Agreement dated as of May 29, 1996
among The Aristotle Corporation, the Federal Deposit Insurance Corporation
and certain other interested parties, incorporated herein by reference to
Exhibit 10.22 of The Aristotle Corporation Annual Report on Form 10-K for
the fiscal year ended June 30, 1996.
Exhibit 10.5--Stipulation and Agreement of Settlement dated as of May 28,
1996 regarding In Re First Constitution Stockholders Litigation,
incorporated herein by reference to Exhibit 10.23 of The Aristotle
Corporation Annual Report on Form 10-K for the fiscal year ended June 30,
1996.
Exhibit 10.6--Stock Purchase Agreement between The Aristotle Corporation
and Kevin Sweeney dated as of April 30, 1999, incorporated herein by
reference to Exhibit 2.1 of The Aristotle Corporation Current Report on
form 8-K dated May 4, 1999, as amended.
Exhibit 10.7--The Aristotle Corporation 1997 Employee and Director Stock
Plan, incorporated herein by reference to The Aristotle Corporation
Registration Statement on Form S-8 dated December 10, 1997.
Exhibit 10.8--The Employment Agreement dated as of February 1, 2001 by and
between The Aristotle Corporation and Paul McDonald, incorporated herein
by reference to Exhibit 10.8 of the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2001.
Exhibit 10.9--The Employment Agreement dated as of February 1, 2001 by and
between The Aristotle Corporation and John Crawford, incorporated herein
by reference to Exhibit 10.9 of the Registrant's Annual Report on Form
10-K for the fiscal year ended June 30, 2001.
Exhibit10.10--Exchange Agreement, dated as of November 27, 2001, between
The Aristotle Corporation and Geneve Corporation, incorporated herein by
reference to Exhibit 10 of The Aristotle Corporation Current Report on
Form 8-K dated November 30,2001.
20