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 DECEMBER 31, 2001
[ ] 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 February 10, 2002, 1,931,581 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 DECEMBER 31, 2001
PAGE
----
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at December 31, 2001 and June 30, 2001.....................3
Condensed Consolidated Statements of Operations for the Three and Six Months Ended
December 31, 2001 and 2000.........................................................4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended
December 31, 2001 and 2000.........................................................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.......................................13
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings...............................................................................15
Item 2 - Changes in Securities...........................................................................15
Item 3 - Defaults Upon Senior Securities.................................................................15
Item 4 - Submission of Matters to a Vote of Security Holders.............................................15
Item 5 - Other Information...............................................................................15
Item 6 - Exhibits and Reports on form 8-K................................................................15
Signatures...............................................................................................16
Exhibit Index............................................................................................17
2
THE ARISTOTLE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE DATA)
DECEMBER 31, JUNE 30,
2001 2001
--------- ---------
ASSETS (UNAUDITED)
------
Current assets:
Cash and cash equivalents ...................................................................... $ 4,388 $ 4,149
Marketable securities .......................................................................... 794 795
Accounts receivable, net ....................................................................... 716 651
Inventories..................................................................................... 847 854
Other current assets ........................................................................... 154 121
--------- ---------
Total current assets ...................................................................... 6,899 6,570
--------- ---------
Property, plant and equipment, net .................................................................. 1,544 1,547
--------- ---------
Other assets:
Goodwill ....................................................................................... 6,768 6,768
Other noncurrent assets ........................................................................ 529 23
--------- ---------
7,297 6,791
--------- ---------
$ 15,740 $ 14,908
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Current maturities of long term debt ........................................................... $ 85 $ 169
Accounts payable ............................................................................... 497 340
Accrued expenses ............................................................................... 482 510
Deferred revenue ............................................................................... 73 99
Accrued tax reserves ........................................................................... 720 720
--------- ---------
Total current liabilities ................................................................. 1,857 1,838
--------- ---------
Long term debt, net of current maturities ........................................................... 659 702
--------- ---------
Stockholders' equity:
Common stock, $.01 par value, 3,000,000 shares authorized, 1,944,569
shares issued ............................................................................... 20 19
Additional paid-in capital ..................................................................... 163,574 163,324
Accumulated deficit ............................................................................ (150,211) (150,817)
Treasury stock, at cost, 12,988 shares ......................................................... (69) (69)
Foreign currency translation ................................................................... 16 17
Net unrealized investment losses ............................................................... (106) (106)
--------- ---------
Total stockholders' equity ................................................................ 13,224 12,368
--------- ---------
$ 15,740 $ 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 SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------ ------------
2001 2000 2001 2000
---- ---- ---- ----
Net revenue ..................................................... $ 2,498 $ 1,982 $ 4,866 $ 3,810
Cost of goods sold .............................................. 1,253 997 2,459 1,996
----------- ----------- ----------- -----------
Gross profit ............................................ 1,245 985 2,407 1,814
----------- ----------- ----------- -----------
Selling expenses ................................................ 240 279 470 392
Product development ............................................. 110 147 315 161
General and administrative expenses ............................. 590 390 1,056 866
Goodwill amortization ........................................... -- 121 -- 189
----------- ----------- ----------- -----------
Operating income ........................................ 305 48 566 206
----------- ----------- ----------- -----------
Other income (expense):
Investment and interest income ............................. 39 93 92 201
Interest expense ........................................... (12) (33) (25) (71)
Equity loss in on-line university .......................... (8) -- (13) --
----------- ----------- ----------- -----------
Income from continuing operations before income taxes.... 324 108 620 336
Provision for income taxes ...................................... (7) (5) (14) (22)
----------- ----------- ----------- -----------
Income from continuing operations ....................... 317 103 606 314
Minority interest ............................................... -- 19 -- 35
----------- ----------- ----------- -----------
Net income .............................................. $ 317 $ 122 $ 606 $ 349
=========== =========== =========== ===========
Basic earnings per common share ................................. $ .17 $ .06 $ .32 $ .19
=========== =========== =========== ===========
Diluted earnings per common share ............................... $ .16 $ .06 $ .31 $ .18
=========== =========== =========== ===========
Weighted average shares outstanding:
Basic shares ............................................ 1,896,837 1,886,922 1,894,231 1,886,851
Diluted shares .......................................... 1,928,682 1,920,789 1,926,077 1,914,507
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)
SIX MONTHS ENDED
DECEMBER 31,
------------
2001 2000
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ...................................................................... $ 606 $ 349
Adjustments to reconcile net income to net cash provided by operating activities:
Goodwill amortization ........................................................ -- 189
Depreciation and amortization ................................................ 157 99
Minority interest ............................................................ -- (35)
Non-cash deferred compensation ............................................... (6) --
Equity loss in on-line university ............................................ 13 --
Changes in assets and liabilities:
Accounts receivable ..................................................... (65) 295
Inventories ............................................................. 6 (11)
Other assets ............................................................ (38) 89
Accounts payable ........................................................ 157 (38)
Accrued expenses ........................................................ 37 (7)
Deferred revenue ........................................................ 26 (14)
------- -------
Net cash provided by operating activities .......................... 893 916
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Safe Passage, net of $20 of cash acquired ........................... -- (1,746)
Investment in on-line university ................................................ (25) (28)
Transaction costs related to the proposed Nasco merger .......................... (490) --
Purchase of property and equipment .............................................. (155) (121)
------- -------
Net cash used in investing activities .............................. (670) (1,895)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of revolving loan ..................................................... -- (116)
Principal debt payments ......................................................... (112) (412)
Repayment of capital lease obligations .......................................... (15) (15)
Issuance of new shares of common stock .......................................... 143 --
------- -------
Net cash provided by (used in) financing activities ................ 16 (543)
------- -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ..................................... 239 (1,522)
CASH AND CASH EQUIVALENTS, beginning of period ....................................... 4,149 4,951
------- -------
CASH AND CASH EQUIVALENTS, end of period ............................................. $ 4,388 $ 3,429
======= =======
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
DECEMBER 31, 2001
(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 has 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, is reflected as goodwill.
Operating results for the six months ended December 31, 2001 and 2000,
on a pro forma basis as though Safe Passage was acquired as of the first day of
each period are as follows (dollars in thousands except share data):
Six Months Ended December 31
----------------------------
2001 2000
---- ----
(unaudited) (unaudited)
Net revenue.................................. $4,866 $4,497
Net income................................... 606 536
Basic earnings per common share.............. .32 .28
Diluted earnings per common share............ .31 .28
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
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.
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 December 31, 2001 and 2000, 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
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
six months ended December 31, 2001 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 six months ended December 31,
2000, the Company recorded $121 and $189 of goodwill amortization, respectively.
The Company has determined that no impairment of goodwill exists as of December
31, 2001. 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 newly
formed 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.
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 SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------ ------------
2001 2000 2001 2000
---- ---- ---- ----
Net income as reported........................................ $ 317 $ 122 $ 606 $ 349
Amortization of goodwill...................................... - 121 - 189
---------- ---------- ---------- ----------
Adjusted net income........................................... $ 317 $ 243 $ 606 $ 538
========== ========== ========== ==========
7
Basic earnings per common share:
Net income as reported........................................ $ .17 $ .06 $ .32 $ .19
---------- ---------- ---------- ----------
Amortization of goodwill...................................... - .07 - .10
---------- ---------- ---------- ----------
Adjusted net income........................................... $ .17 $ .13 $ .32 $ .29
========== ========== ========== ==========
Diluted earnings per common share:
Net income as reported........................................ $ .16 $ .06 $ .31 $ .18
Amortization of goodwill...................................... - .07 - .10
---------- ---------- ---------- ----------
Adjusted net income........................................... $ .16 $ .13 $ .31 $ .28
========== ========== ========== ==========
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.
3. Debt Agreement
--------------
On September 27, 1999, Simulaids and Citizens Bank of Connecticut
("Citizens") entered into a $2.0 million credit agreement. The credit agreement
is currently comprised of two facilities ("Credit Facilities") (dollars in
thousands):
(a) $1,200 SEVEN-YEAR TERM LOAN - Principal payments are scheduled
on a seven-year straight-line amortization. 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.
(b) $800 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 December 31, 2001, the balance outstanding on the mortgage was
$675 and there was no balance outstanding on the term loan. 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 six months ended December 31, 2001 and 2000 is as follows:
(UNAUDITED)
(IN THOUSANDS OF DOLLARS)
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------ ------------
2001 2000 2001 2000
---- ---- ---- ----
Net income.............................................................. $ 317 $ 122 $ 606 $ 349
Foreign currency translation adjustment................................. 3 - (1) -
8
Net unrealized investment gain (loss)................................... (25) 78 - 106
---------- --------- --------- --------
Comprehensive income.................................................... $ 295 $ 200 $ 605 $ 455
========= ========= ========= ========
9
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 six
months ended December 31, 2001 and 2000 are as follows:
(UNAUDITED)
(IN THOUSANDS OF DOLLARS)
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------ ------------
2001 2000 2001 2000
---- ---- ---- ----
Net revenue:
Medical education & training products .................. $ 2,423 $ 1,796 $ 4,676 $ 3,610
Computer based training ................................ 75 186 190 200
------- ------- ------- -------
Net revenue ............................................ $ 2,498 $ 1,982 $ 4,866 $ 3,810
======= ======= ======= =======
Operating income (loss):
Medical education & training products .................. $ 699 $ 374 $ 1,373 $ 747
Computer based training ................................ (195) (225) (461) (314)
Corporate .............................................. (199) (101) (346) (227)
------- ------- ------- -------
Operating income ....................................... $ 305 $ 48 $ 566 $ 206
======= ======= ======= =======
Net Income (loss):
Medical education & training products .................. $ 414 $ 196 $ 813 $ 391
Computer based training ................................ (196) (198) (462) (272)
Corporate .............................................. 99 124 255 230
------- ------- ------- -------
Net income ............................................. $ 317 $ 122 $ 606 $ 349
======= ======= ======= =======
DECEMBER 31, JUNE 30,
2001 2001
---- ----
Identifiable assets:
Medical education & training products................... $ 8,902 $ 8,388
Computer based training................................. 1,771 1,887
Corporate............................................... 5,067 4,633
------- -------
Identifiable assets..................................... $15,740 $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 six months ended December 31, 2001, as compared to the
three and six months ended December 31, 2000. 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.
RESULTS OF OPERATIONS OF THE COMPANY
THREE MONTHS ENDED DECEMBER 31, 2001 AS COMPARED TO THE THREE MONTHS
ENDED DECEMBER 31, 2000.
Net revenue for the three months ended December 31, 2001 increased
26.0% to $2,498 compared to net revenue of $1,982 for the same period in the
prior year. The increase in revenue principally reflects revenue growth at
Simulaids of $627, 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 $111 at Safe
Passage that reflected the downturn in the economy and in the technology sector
in particular.
Gross profit for the three months ended December 31, 2001 increased
26.4% to $1,245 from $985 for the same period in the prior year and the gross
margin percentage increased to 49.8% from 49.7%. The increase in gross profit
reflected higher sales and improved plant efficiency for Simulaids, which
generated $384 of increased gross profit, partially offset by a $124 decrease
for Safe Passage due mainly to the decline in net revenue.
Selling expense for the three months ended December 31, 2001 decreased
14.0% to $240 from $279 for the same period in the prior year. The decrease
mainly reflected reductions in staffing levels at Safe Passage partially offset
by increased commission expenses paid by Simulaids to an affiliate for sales to
international customers.
Product development expenses for the three months ended December 31,
2001 decreased 25.2% to $110 from $147 for the three months ended December 31,
2000. 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 December 31, 2001 increased 51.3% to $590 compared to $390 for the
comparable 2000 fiscal quarter. The increase was primarily due to increased
professional fees and higher staffing costs at Aristotle.
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 Company has determined that no impairment of goodwill exists as
of December 31, 2001. 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 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.
11
Investment and interest income was $39 and $93 for the three months
ended December 31, 2001 and 2000, respectively. The decrease in 2001 mainly
reflects lower returns on investment balances.
Interest expense for the three months ended December 31, 2001 decreased
to $12 from $33 in the corresponding three months ended December 31, 2000. The
decrease primarily reflected lower debt levels due to principal payments made
during the prior twelve months.
The income tax provision for the three months ended December 31, 2001
was $7 compared to $5 for the three months ended December 31, 2000. The tax
provision primarily represents state taxes as federal income taxes are offset by
the utilization of net operating loss carryforwards.
SIX MONTHS ENDED DECEMBER 31, 2001 AS COMPARED TO THE SIX MONTHS ENDED
DECEMBER 31, 2000.
Net revenue for the six months ended December 31, 2001 increased 27.7%
to $4,866 compared to net revenue of $3,810 for the same period in the prior
year. The increase in revenue principally reflects revenue growth at Simulaids
of $1,066, which experienced increases through both its domestic and export
distributors and increased revenue across most major product categories.
Gross profit for the six months ended December 31, 2001 increased 32.7%
to $2,407 from $1,814 for the same period in the prior year and the gross margin
percentage increased to 49.5% from 47.6%. The increase in gross profit mainly
reflected higher sales and the gross margin increase principally reflected
improved manufacturing efficiency for Simulaids.
Selling expense for the six months ended December 31, 2001 increased
19.9% to $470 from $392 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 travel expenses
partially offset by reductions in staffing levels at Safe Passage.
Product development expenses for the six months ended December 31, 2001
increased 95.7% to $315 from $161 for the six months ended December 31, 2000.
The increase principally reflected the inclusion of a full six month's impact of
Safe Passage and higher staffing levels at Simulaids.
The Company's general and administrative expenses for the six months
ended December 31, 2001 increased 21.9% to $1,056 compared to $866 for the
comparable period in 2000. The increase was primarily due to the inclusion of a
full six month's impact of Safe Passage, increased professional fees and higher
staffing costs at Aristotle partially offset by lower shareholder expenses.
There was no goodwill amortization for the six months ended December
31, 2001 compared to $189 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 Company has determined that no impairment of
goodwill exists as of December 31, 2001. 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 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.
Investment and interest income was $92 and $201 for the six months
ended December 31, 2001 and 2000, respectively. The decrease in 2001 mainly
reflects lower returns on investment balances.
12
Interest expense for the six months ended December 31, 2001 decreased
to $25 from $71 in the corresponding six months ended December 31, 2000. The
decrease primarily reflected lower debt levels due to principal payments made
during the prior twelve months.
The income tax provision for the six months ended December 31, 2001 was
$14 compared to $22 for the six months ended December 31, 2000. The tax
provision primarily represents state taxes as federal income taxes are offset by
the utilization of net operating loss carryforwards.
LIQUIDITY AND CAPITAL RESOURCES
Aristotle ended the December 31, 2001 quarter with $4,388 in cash and
cash equivalents versus cash and cash equivalents of $4,149 at June 30, 2001.
The increase in cash for the six months ended December 31, 2001 was principally
generated by operating activities of $893 partially offset by cash used for
transaction costs of $490 related to the proposed merger with Nasco and capital
expenditures of $155. The overall increase in cash and cash equivalents of $239
is detailed below.
The Company generated cash from operations of $893 during the six
months ended December 31, 2001 and $916 from operations during the six months
ended December 31, 2000. During the six months ended December 31, 2001, the
generation of cash from operations was principally the result of net income
before depreciation and amortization of $763 and the increase of accounts
payable of $157. During the six months ended December 31, 2000, the generation
of cash from operations was principally the result of net income before
depreciation and amortization of $637 and the reduction of accounts receivable
of $295.
The Company used cash for investing activities of $670 during the six
months ended December 31, 2001 and $1,895 during the six months ended December
31, 2000. During the six months ended December 31, 2001, the utilization of cash
was principally for transaction costs of $490 related to the proposed merger
with Nasco and capital expenditures of $155. During the six months ended
December 31, 2000, the utilization of cash was principally due to the
acquisition of Safe Passage of $1,746, capital expenditures of $121 and initial
expenditures for the development of an on-line university with Quinnipiac
University.
The Company generated cash of $16 from financing activities during the
six months ended December 31, 2001 and used cash of $543 in financing activities
during the six months ended December 31, 2000. During the six months ended
December 31, 2001, the generation of cash was mainly from the sale of common
shares to Geneve of $143 partially offset by the reduction of debt by $127.
Funds utilized in the six months ended December 31, 2000 reflected the reduction
of debt by $543.
Capital resources in the future are expected to be used for the
development of the Simulaids and Safe Passage businesses, for additional costs
anticipated for 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
short-term borrowings.
13
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 short-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
December 31, 2001 are as follows:
Maturity less Maturity greater
than one year than one year
------------- -------------
Marketable securities
Cost value $ -- $ 900
Weighted average return -- 6.7%
Fair market value $ -- $ 794
Long-term borrowings
Amount $ 85 $ 659
Weighted average interest rate 5.5% 5.5%
Fair market value $ 85 $ 659
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.
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
14
additional capital to fund its business strategy on acceptable terms, if at all;
(ii) the ability of Aristotle on a timely basis to find, prudently negotiate and
consummate one or more additional acquisitions; (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.
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 November 30, 2001, we filed a Current
Report on Form 8-K under Item 5 regarding the proposed merger
with Nasco International, Inc.
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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: February 13, 2002
/s/ Paul McDonald
------------------------------------------
Paul McDonald
ITS CHIEF FINANCIAL OFFICER AND SECRETARY
(PRINCIPAL FINANCIAL AND CHIEF ACCOUNTING OFFICER)
Date: February 13, 2002
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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.
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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.
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