SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 1, 2003
THE ARISTOTLE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-14669 06-116854
(State or other (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification No.)
96 Cummings Point Road, Stamford, CT 06902
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 324-5466
(Former name or former address, if changed since last report)
Page 1 of 2 Pages
Page 2 of 2 Pages
Item 5. Other Events and Regulation FD Disclosure
On May 1, 2003, the Company announced its financial results for the quarter ended March 31, 2003. The press release regarding the foregoing is incorporated into this Item 5 by reference to the press release attached hereto as an exhibit.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
99.1 Financial information for the quarter ended March 31, 2003 and press release dated May 1, 2003 for The Aristotle Corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THE ARISTOTLE CORPORATION
(Registrant)
Date: May 1, 2003 By: /s/ H. William Smith
Name: H. William Smith
Title: Vice President, General Counsel
and Secretary
EXHIBITS
Exhibit 99.1 Financial information for the quarter ended March 31, 2003 and press release dated May 1, 2003 for The Aristotle Corporation.
Exhibit 99.1
For Immediate Release News Release
Contacts:
Bill Smith or Dean Johnson
The Aristotle Corporation
Phone: 1-203-324-5466 or 1-920-563-2446
Fax: 1-203-358-0179 or 1-920-563-0234
wsmith@ihc-geneve.com int@enasco.comThe Aristotle Corporation Announces
2003 First Quarter Results
Stamford, CT, May 1, 2003 - The Aristotle Corporation (NASDAQ: ARTL; ARTLP) announced today its results of operations for the first quarter of 2003. For financial reporting purposes, the merger of Nasco International, Inc. into The Aristotle Corporation ("Aristotle") on June 17, 2002 was accounted for as a reverse merger. As a result, the historical financial information for the three months ended March 31, 2002 is that of Nasco.
For the three months ended March 31, 2003, net revenue increased 2.6% to $35.4 million from $34.5 million in the first quarter of 2002, and gross profit margins increased to 37.4% from 35.5%. Earnings before income taxes increased to $3.2 million from $2.4 million, and net earnings increased to $2.0 million, compared to $1.5 million in the same quarter last year. Net loss applicable to common shareholders in the first quarter of 2003 was $0.2 million or ($0.01) per common share, which includes the accretion of $2.2 million of preferred dividends on the Series I and Series J preferred stocks issued on June 17, 2002, $1.0 million related to the non-cash provision for federal income taxes and $.1 million related to the non-cash provision for stock option expense. For the 2002 first quarter, net income applicable to common shareholders was $1.5 million, or $0.10 per common share; in that quarter, no preferred dividends had accreted because preferred shares had not as yet been issued, the tax provision was a cash expense and Aristotle had not as yet changed its accounting policies to expense stock options.
"We are encouraged by the revenue flow in the first quarter; however, revenues from the educational segment are experiencing negative influences from the deficit conditions in more than a majority of state education budgets," said Steven B. Lapin, Aristotle's President and Chief Operating Officer. "The currently troubled economic environment has not dampened your Company's recognition by its customers for unsurpassed service in providing the highest quality of products to the educational, health and agricultural markets through its Nasco and other brands. Aristotle is determined to continue towards its goal of increased sales and profitability through internal growth strategies and opportunistic acquisitions."
Dean T. Johnson, Aristotle's Chief Financial Officer, noted that "all efforts are being exercised to protect the Company's earnings through expense control. These controls, particularly on labor costs, are closely monitored to appropriately match overhead expense with the existing revenue stream." Mr. Johnson reiterated that, "the after-tax results for the current quarter include a federal income tax provision of $1.0 million, utilizing a portion of your Company's federal net operating tax loss carryforwards which are recognized on Aristotle's March 31, 2003 balance sheet as a $26.5 million component of the $28.0 million deferred tax asset. Such utilization allows your Company to retain this amount as cash flow from operations."
About Aristotle
The Aristotle Corporation, founded in 1986, and headquartered in Stamford, CT, is a leading manufacturer and global distributor of educational, health and agricultural products. A selection of over 80,000 items is offered, primarily through catalogs carrying the brand of Nasco (founded in 1941), as well as those bearing the brands of Simulaids, Triarco, Summit Learning, Hubbard Scientific, Scott Resources and Spectrum Educational Supplies. Products include educational materials and supplies for substantially all K-12 curricula, molded plastics, biological materials and items for the agricultural, senior care and food industries. Aristotle has approximately 750 employees at its operations in Fort Atkinson, WI, Modesto, CA, Fort Collins, CO, Plymouth, MI, Woodstock, NY, Chippewa Falls, WI and Aurora, Ontario, Canada.
There are approximately 17 million shares outstanding of Aristotle common stock (NASDAQ: ARTL) and 1 million shares outstanding of 11%, cumulative, convertible, voting, Series I preferred stock (NASDAQ: ARTLP); there are also approximately 11 million privately-held shares outstanding of 12%, cumulative, non-convertible, non-voting shares of Series J preferred stock. Aristotle has about 4,000 shareholders of record.
Further information about Aristotle can be obtained on its website, at
www.aristotlecorp.net.__________________________________________________________
Safe Harbor under Private Securities Litigation Reform Act of 1995
To the extent that any of the statements contained in this release are forward-looking, such statements are based on current expectations that involve a number of uncertainties and risks. 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 on a timely basis to find, prudently negotiate and consummate additional acquisitions; (iii) the ability of Aristotle to manage any to-be acquired companies; (iv) the ability of Aristotle to retain and utilize its federal net operating tax loss carryforward position; and (v) general economic conditions. As a result, Aristotle's future development efforts involve a high degree of risk. For further information, please see Aristotle's filings with the Securities and Exchange Commission, including its Forms 10-K, 10-Q and 8-K.
___________________________________________________
Reference is also made to the risk factors set forth in Aristotle's final prospectus dated May 15, 2002 which was filed in connection with the merger with Nasco International, Inc.
THE ARISTOTLE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months
Ended March 31,
2003 |
2002 |
||||||||||
(In Thousands*) |
|||||||||||
Net sales |
$ 35,441 |
$ 34,529 |
|||||||||
Cost of sales |
22,203 |
22,278 |
|||||||||
Gross profit |
13,238 |
12,251 |
|||||||||
Selling and administrative expenses |
9,786 |
9,409 |
|||||||||
Earnings from operations |
3,452 |
2,842 |
|||||||||
Other expense, net |
259 |
489 |
|||||||||
Earnings before income taxes |
3,193 |
2,353 |
|||||||||
Income tax expense: Current Deferred
Total |
209 1,032 1,241 |
901 - 901 |
|||||||||
Net earnings |
1,952 |
1,452 |
|||||||||
Preferred dividends |
(2,150) |
- |
|||||||||
Net income (loss) applicable to common shareholders |
$ (198) |
$ 1,452 |
|||||||||
Earnings (loss) per common share: Basic Diluted
|
$ (.01) $ (.01) |
$ .10 $ .10 |
|||||||||
Weighted average shares: Basic Diluted |
17,031,687 17,031,687 |
15,000,000 15,000,000 |
*Except share and per share amounts
THE ARISTOTLE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, December 31,
(Unaudited) |
2003 |
2002 |
||
(In thousands) |
||||
ASSETS |
||||
Cash and cash equivalents |
$ 4,960 |
$ 11,299 |
||
Accounts receivable |
14,192 |
12,452 |
||
Inventories |
29,942 |
27,941 |
||
Deferred income taxes Other current assets Total current assets |
7,251 7,722 64,067 |
7,251 7,766 66,709 |
||
Deferred income taxes |
20,729 |
21,761 |
||
Property, plant and equipment |
11,556 |
9,153 |
||
Goodwill and other assets |
7,434 |
7,438 |
||
Total assets |
$ 103,786 |
$ 105,061 |
||
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||
Current maturities of long-term debt |
$ 9,143 |
$ 9,108 |
||
Other liabilities Accrued dividends payable Total current liabilities |
9,860 - 19,003 |
10,506 2,150 21,764 |
||
Long-term debt, less current maturities |
29,154 |
27,579 |
||
Stockholders' equity |
55,629 |
55,718 |
||
$ 103,786 |
$ 105,061 |
|||