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, 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 May 10, 2001, 1,891,625 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, 2001
PAGE
----
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at March 31, 2001 and June 30, 2000....................... 3
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended
March 31, 2001 and 2000........................................................... 4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
March 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......................................................... 10
Item 3 - Quantitative and Qualitative Disclosure About Market Risk............................................ 13
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings.................................................................................... 14
Item 6 - Exhibits and Reports on Form 8-K..................................................................... 14
Signatures.................................................................................................... 15
Exhibit Index................................................................................................. 16
2
THE ARISTOTLE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE DATA)
MARCH 31, JUNE 30,
2001 2000
---- ----
ASSETS (UNAUDITED)
------
Current assets:
Cash and cash equivalents ................................................................... $ 4,045 $ 4,951
Marketable securities ....................................................................... 782 1,806
Accounts receivable, net .................................................................... 723 465
Inventories ................................................................................. 793 928
Other current assets ........................................................................ 240 251
--------- ---------
Total current assets ................................................................... 6,583 8,401
--------- ---------
Property and equipment, net ...................................................................... 1,532 1,365
--------- ---------
Other assets:
Goodwill, net of amortization of $577 and $267 at March 2001 and June 2000 .................. 6,920 5,428
Other noncurrent assets ..................................................................... 58 17
--------- ---------
6,978 5,445
--------- ---------
$ 15,093 $ 15,211
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Current maturities of long term debt ..................................................... $ 256 $ 253
Accounts payable ......................................................................... 159 127
Accrued expenses ......................................................................... 506 492
Deferred income .......................................................................... 70 --
Accrued tax reserves ..................................................................... 720 720
--------- ---------
Total current liabilities .............................................................. 1,711 1,592
--------- ---------
Long term debt, net of current maturities ........................................................ 881 1,672
--------- ---------
Stockholders' equity:
Common stock, $.01 par value, 3,000,000 shares authorized, 1,904,613
shares issued ............................................................................... 19 19
Additional paid-in capital .................................................................. 163,324 163,324
Retained earnings (deficit) ................................................................. (150,669) (151,035)
Treasury stock, at cost, 12,988 shares and 17,834 shares at March 31 and June 30,
respectively ................................................................................ (69) (93)
Net unrealized investment losses ............................................................ (104) (268)
--------- ---------
Total stockholders' equity ............................................................. 12,501 11,947
--------- ---------
$ 15,093 $ 15,211
========= =========
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
THE ARISTOTLE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
--------- ---------
2001 2000 2001 2000
---- ---- ---- ----
Net sales .............................................................. $ 2,133 $ 1,577 $ 5,865 $ 4,910
Cost of goods sold ..................................................... 1,087 801 3,006 2,756
------- ------- ------- -------
Gross profit .............................................. 1,046 776 2,859 2,154
------- ------- ------- -------
Selling expenses ....................................................... 166 131 557 336
Product development .................................................... 189 14 350 41
General and administrative expenses .................................... 592 426 1,458 1,190
Goodwill amortization .................................................. 121 57 310 172
------- ------- ------- -------
Operating income (loss) ........................................ (22) 148 184 415
------- ------- ------- -------
Other income (expense):
Investment and interest income .................................. 89 72 290 243
Interest expense ................................................ (25) (33) (95) (117)
------- ------- ------- -------
Income from operations before income taxes
and minority interest .......................................... 42 187 379 541
Provision for income taxes ............................................. (24) (6) (47) (35)
------- ------- ------- -------
Income from operations before minority interest ................ 18 181 332 506
Minority interest ...................................................... -- -- 35 --
------- ------- ------- -------
Net income ..................................................... 18 181 367 506
Preferred dividends .................................................... -- -- -- 109
------- ------- ------- -------
Net income applicable to common shareholders ................... $ 18 $ 181 $ 367 $ 397
======= ======= ======= =======
Basic earnings per common share ........................................ $ .01 $ .12 $ .19 $ .30
======= ======= ======= =======
Diluted earnings per common share ...................................... $ .01 $ .10 $ .19 $ .27
======= ======= ======= =======
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,
---------
2001 2000
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .................................................................................... $ 367 $ 506
Adjustments to reconcile net income to net cash provided by operating activities:
Goodwill amortization ...................................................................... 310 172
Depreciation and amortization .............................................................. 153 139
Minority interest .......................................................................... (35) --
Changes in assets and liabilities:
Accounts receivable ................................................................... 97 (129)
Inventories ........................................................................... 136 24
Tax receivable ........................................................................ -- 900
Other assets .......................................................................... 63 33
Accounts payable ...................................................................... (105) (34)
Accrued expenses ...................................................................... (94) (319)
Deferred income ................................................................ (44) --
------- -------
Net cash provided by operating activities ........................................ 848 1,292
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Redemption of marketable securities ........................................................... 1,184 688
Purchase of Safe Passage, net of $20 of cash acquired ......................................... (1,822) --
Investment in on-line university project ...................................................... (39) --
Purchase of property and equipment ............................................................ (171) (74)
------- -------
Net cash (used in) provided by investing activities .............................. (848) 614
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of revolving loan ................................................................... (116) (5,000)
Proceeds from credit agreement ................................................................ -- 2,000
Principal debt payments ....................................................................... (770) (131)
Repayment of capital lease obligations ........................................................ (20) (19)
Repurchase of preferred stock ................................................................. -- (136)
Purchase of treasury stock .................................................................... -- (46)
Payment of dividends on preferred stock ....................................................... -- (109)
------- -------
Net cash used in provided by financing activities ................................ (906) (3,441)
------- -------
DECREASE IN CASH AND CASH EQUIVALENTS .............................................................. (906) (1,535)
CASH AND CASH EQUIVALENTS, beginning of period ..................................................... 4,951 5,849
------- -------
CASH AND CASH EQUIVALENTS, end of period ........................................................... $ 4,045 $ 4,314
======= =======
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, 2001
(UNAUDITED)
1. NATURE OF OPERATIONS
The Aristotle Corporation ("Aristotle") is a holding company which,
through its wholly-owned subsidiaries, Simulaids, Inc. ("Simulaids") and Safe
Passage International, Inc. ("Safe Passage"), currently conducts business in two
segments, the health and medical educational 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 sells computer based training products to government, industry and
educational 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"). Accordingly, the Company's 2001 consolidated statement of operations
includes the results of operations of Safe Passage since the date of the
Acquisition. In consideration for such shares, the Company paid an aggregate
purchase price of $1.625 million in cash to the Sellers plus possible additional
future consideration of up to a maximum of $2.3 million based on the operating
performance of Safe Passage during calendar years 2000 and 2001. If and when
such additional consideration is earned, the Company will record the payment as
additional purchase price consideration. At March 31, 2001, no such
consideration was earned. In addition, the Company has incurred approximately
$318,000 of transaction and other related costs associated with the Acquisition.
The Acquisition has been accounted for using the purchase method of
accounting and, accordingly, the purchase price will be 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 and will be
amortized over seven years.
Operating results for the three and nine months ended March 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 per share
data):
THREE MONTHS ENDED MARCH 31
---------------------------
2001 2000
---- ----
(unaudited) (unaudited)
Net Sales ......................................................................... $ 2,133 $ 1,728
Net income (loss) applicable to common shareholders ............................... 18 (101)
Basic earnings per common share ................................................... .01 (.06)
Diluted earnings per common share ................................................. .01 (.06)
6
NINE MONTHS ENDED MARCH 31
--------------------------
2001 2000
---- ----
(unaudited) (unaudited)
Net sales ......................................................................... $ 6,552 6,236
Net income applicable to common shareholders .................................... 554 83
Basic earnings per common share ................................................... .29 .06
Diluted earnings per common share ................................................. .29 .06
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.
Unless the context indicates otherwise, all references herein to the
"Company" for the three and nine months ended March 31, 2000 include only
Aristotle, Simulaids and S-A Subsidiary, and all other references herein to the
"Company" include Aristotle, Simulaids, Safe Passage and S-A Subsidiary.
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 accounting principles
generally accepted in the United States 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 three and nine months ended March 31, 2001 are not
necessarily indicative of results that may be expected for the year ending June
30, 2001. 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, 2000.
2. EARNINGS PER COMMON SHARE
-------------------------
The Company calculates earnings per share in accordance with the
provisions of SFAS 128, "Earnings Per Share." In addition, for the three and
nine months ended March 31, 2001, there were an additional 24,600 and 26,648
options, respectively, exercisable whose exercise price exceeded the average
market price for the periods and therefore are excluded in the computation of
diluted earnings per share. For the three and nine months March 31, 2001 and
2000, basic and diluted earnings per share are calculated as follows:
THREE MONTHS ENDED MARCH 31
---------------------------
(in thousands of dollars, except share and per share data)
2001 2000
---- ----
BASIC EARNINGS PER SHARE:
Numerator
Net income applicable to common shareholders .............................. $ 18 $ 181
========= ==========
Denominator
Weighted average shares outstanding ........................................ 1,888,710 1,562,936
========= ==========
Basic Net Income Per Share Per Common Shareholder ................................... $ .01 $ .12
========= ==========
7
2001 2000
---- ----
Diluted Earnings per Share:
Numerator
Net income applicable to common shareholders ............................. $ 18 $ 181
========= ==========
Denominator
Weighted average shares outstanding ...................................... 1,913,310 1,845,293
========= ==========
Diluted Net Income Per Share Per Common Shareholder ............................... $ .01 $ .10
========= ==========
NINE MONTHS ENDED MARCH 31
--------------------------
(in thousands of dollars, except share and per share data)
Basic Earnings per Share:
Numerator
Income from continuing operations ........................................... $ 367 $ 506
Preferred dividends ......................................................... -- (109)
----------- -----------
Net income applicable to common shareholders ....................... $ 367 $ 397
=========== ===========
Denominator
Weighted average shares outstanding ......................................... 1,887,463 1,341,268
=========== ===========
Basic Net Income Per Share Per Common Shareholder .................................... $ .19 $ .30
=========== ===========
Diluted Earnings per Share:
Numerator
Net income applicable to common shareholders ................................ $ 367 $ 506
=========== ===========
Denominator
Weighted average shares outstanding ......................................... 1,914,111 1,851,057
=========== ===========
Diluted Net Income Per Share Per Common Shareholder .................................. $ .19 $ .27
=========== ===========
3. COMPREHENSIVE INCOME
--------------------
The Company has adopted SFAS No. 130, "Reporting Comprehensive Income"
which 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, 2001 and 2000 is as follows:
8
Three Months Ended
March 31,
---------
(Unaudited)
(In thousands of dollars)
2001 2000
---- ----
Net income ................................................. $ 18 $181
Net unrealized investment and foreign exchange gain ........ 57 20
---- ----
Comprehensive income ....................................... $ 75 $201
==== ====
Nine Months Ended
March 31,
---------
(Unaudited)
(In thousands of dollars)
2001 2000
----- -----
Net income .................................................... $ 367 $ 506
Net unrealized investment and foreign exchange gain (loss) .... 163 (140)
----- -----
Comprehensive income .......................................... $ 530 $ 366
===== =====
4. SEGMENT REPORTING
-----------------
The Company has two reportable segments: the health and medical
educational products segment and the computer-based training segment. The health
and educational 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, industry and educational 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, 2001 are as follows (in thousands of dollars):
9
THREE MONTHS ENDED MARCH 31, 2001
---------------------------------
HEALTH PRODUCTS COMPUTER TRAINING CORPORATE TOTAL
--------------- ----------------- --------- -----
Net sales .................................. $1,967 $ 166 $ -- $2,133
Costs and expenses ......................... 1,519 458 178 2,155
Operating income (loss) .................... 448 (292) (178) (22)
Net income (loss) ......................... 235 (289) 72 18
NINE MONTHS ENDED MARCH 31, 2001
--------------------------------
HEALTH PRODUCTS COMPUTER TRAINING CORPORATE TOTAL
--------------- ----------------- --------- -----
Net sales ................................... $5,499 $ 366 $ -- $5,865
Costs and expenses .......................... 4,304 972 405 5,681
Operating income (loss) ..................... 1,195 (606) (405) 184
Net income (loss) .......................... 626 (561) 302 367
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 will review the results of operations of the Company, on a
consolidated basis, for the three and nine months ended March 31, 2001, as
compared to the three and nine months ended March 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.
10
Results of operations of the company
Three Months Ended March 31, 2001 As Compared to the Three Months
Ended March 31, 2000.
Net sales for the three months ended March 31, 2001 were $2,133, or
35.3% higher than the $1,577 recorded for the three months ended March 31, 2000.
The increase reflects the inclusion of a full quarter's impact of Safe Passage
of $166, which was acquired in September of 2000, and a 24.7% increase for
Simulaids which reflected higher volume of manikin sales to existing domestic
and international distributors.
Gross profit for the three months ended March 31, 2001 was $1,046,
or 34.8% higher than the $776 recorded for the three months ended March 31, 2000
and the gross margin percentage decreased to 49.0% from 49.2%. The increase in
gross profit is due to the increase in net sales.
Selling expense for the three months ended March 31, 2001 was $166,
or 26.7% higher than the $131 recorded for the three months ended March 31,
2000. The increase mainly reflects the inclusion of a full quarter's impact of
Safe Passage, which was acquired in September of 2000.
Product development for the three months ended March 31, 2001 was
$189 versus $14 for the three months ended March 31, 2000. The increase mainly
reflects the inclusion of a full quarter's impact of Safe Passage.
The Company's general and administrative expenses for the three
months ended March 31, 2001 were $592, or 39.0% higher than the $426 recorded
for the three months ended March 31, 2000. The increase mainly reflects the
inclusion of a full quarter's impact of Safe Passage.
Goodwill amortization for the current fiscal quarter increased by
112.3% to $121 from goodwill amortization for the prior fiscal year of $57. The
increase in goodwill reflects amortization incurred for the Safe Passage
business.
Investment and interest income was $89 and $72 for the three months
ended March 31, 2001 and 2000, respectively. The increase in 2001 mainly
reflects higher returns on investment balances and gains on the sale of
marketable securities.
Interest expense for the three months ended March 31, 2001 was $25
versus $33 in the prior year period. The decrease reflected lower debt levels
due to principal payments made during the prior twelve months.
The income tax provision for the three months ended March 31, 2001
was $24 compared to the $6 for the three months ended March 31, 2000. The tax
provision primarily represents state taxes due to the utilization of federal net
operating loss carryforwards to offset federal taxable income.
NINE MONTHS ENDED MARCH 31, 2001 AS COMPARED TO THE NINE MONTHS
ENDED MARCH 31, 2000.
Net sales for the nine months ended March 31, 2001 increased 19.5% to
$5,865 compared to net sales of $4,910 for the prior year. The increase
primarily reflected higher volume of manikin sales to existing domestic and
international distributors and Safe Passage revenues of $366 since the date of
Acquisition.
Gross profit for the nine months ended March 31, 2001 increased 32.7%
to $2,859 from $2,154 for the prior year and the gross margin percentage
increased to 48.7% from 43.9%. The increase in gross profit percentage mainly
reflected improved margins at Simulaids due to the volume increase and high
margins on the Safe Passage software business.
11
Selling expense for the nine months ended March 31, 2001 was $557,
or 65.8% higher than the $336 recorded for the nine months ended March 31, 2000.
The increase mainly reflects the inclusion of Safe Passage, which was acquired
in September of 2000.
Product development for the nine months ended March 31, 2001 was
$350 versus $41 for the nine months ended March 31, 2000. The increase mainly
reflects the inclusion of Safe Passage.
The Company's general and administrative expenses for the nine
months ended March 31, 2001 were $1,458, or 22.5% higher than the $1,190
recorded for the nine months ended March 31, 2000. The increase mainly reflects
the inclusion of Safe Passage.
Goodwill amortization for the nine months ended March 31, 2001
increased by 80.2% to $310 from goodwill amortization for the prior year period
of $172. The increase in goodwill reflects amortization incurred for the Safe
Passage business.
Investment and interest income was $290 and $243 for the nine
months ended March 31, 2001 and 2000, respectively. The increase in 2001 mainly
reflects higher returns on investment balances and gains on the sale of
marketable securities.
Interest expense for the nine months ended March 31, 2001 was $95
versus $117 in the prior year period. The decrease reflected lower debt levels
due to principal payments made during the prior twelve months.
The income tax provision for the nine months ended March 31, 2001
was $47 compared to $35 for the nine months ended March 31, 2000. The tax
provisions primarily represent state taxes due to the utilization of federal net
operating loss carryforwards to offset federal taxable income.
There were no preferred dividends for the nine months ended March
31, 2001 compared to $109 for the nine months ended March 31, 2000. The decrease
was due to the conversion of Aristotle Preferred Stock into shares of Common
Stock from February 2000 through May 2000.
LIQUIDITY AND CAPITAL RESOURCES
Aristotle ended the March 31, 2001 quarter with $4,045 in cash and
cash equivalents versus cash and cash equivalents of $4,951 at June 30, 2000.
Cash consumed during the nine months ended March 31, 2001 was principally used
for the Safe Passage acquisition of $1,822 and to reduce debt by $906, partially
offset by cash provided by the sale of marketable securities of $1,184 and
operating activities of $848. The overall decrease in cash and cash equivalents
of $906 is detailed below.
The Company generated cash of $848 from operations during the nine
months ended March 31, 2001 and $1,292 of cash during the nine months ended
March 31, 2000. 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. During the nine month period ended March
31, 2000, the generation of cash from operations was principally the result of
the receipt of a tax refund of $900, net income of $506, and depreciation and
amortization of $311.
The Company used cash of $848 in investing activities during the
nine months ended March 31, 2001, and generated cash of $614 from investing
activities during the nine months ended March 31, 2000. During the nine months
ended March 31, 2001, the utilization of cash was principally due to the
acquisition of Safe Passage
12
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.
During the nine month period ended March 31, 2000, the generation of cash was
principally due to the redemption of marketable securities of $688 partially
offset by capital expenditures of $74.
The Company utilized cash of $906 in financing activities during
the nine months ended March 31, 2001 and used cash of $3,441 in financing
activities during the nine months ended March 31, 2000. Funds utilized in the
nine months ended March 31, 2001 reflect the reduction of debt by $906. Funds
utilized in the nine month period ended March 31, 2000 primarily reflected the
reduction of debt by $3,150 and the repurchase of preferred stock of $136.
Capital resources in the future are expected to be used for the
development of the Simulaids and Safe Passage businesses and to acquire
additional companies. The Company anticipates that there will be sufficient
financial resources to meet projected working capital and other cash
requirements for 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.
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
March 31, 2001 are as follows:
Maturity less Maturity greater
than one year than one year
------------- ----------------
Marketable securities
Cost value ...................................................... $ -- $901
Weighted average return ......................................... -- 7.3%
Fair market value ............................................... $ -- $782
Long-term borrowings
Amount .......................................................... $256 $881
Weighted average interest rate .................................. 7.7% 7.7%
Fair market value ............................................... $256 $881
13
CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS
The Company 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 the Company'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. The Company 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 the Company to obtain financing and additional
capital to fund its business strategy on acceptable terms, if at all; (ii) the
ability of the Company on a timely basis to find, prudently negotiate and
consummate one or more additional acquisitions; (iii) the ability of the Company
to retain and take advantage of its net operating tax loss carryforward
position; (iv) the Company's ability to manage Simulaids, Safe Passage and any
other 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 throughout this report.
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, 2000: "Management's Discussion and Analysis of
Financial Conditions and Result of Operations - Income Taxes" and Note 8 -
"Income Taxes" to the Consolidated Financial Statements with regard to
Registrant's claims for tax refunds with the Internal Revenue Service.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS:
See Exhibit Index.
(b) REPORTS ON FORM 8-K:
Not applicable.
14
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 15, 2001
/s/ Paul McDonald
-------------------------------------------
Paul McDonald
ITS CHIEF FINANCIAL OFFICER AND SECRETARY
(PRINCIPAL FINANCIAL AND CHIEF ACCOUNTING OFFICER)
Date: May 15, 2001
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EXHIBIT INDEX
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Exhibit
Number Description
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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 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 Re: 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 is attached
hereto as Exhibit 10.8.
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