UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2000
|_| 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
Securities registered pursuant to Section 12(b) of the Act:
Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|
As of September 8, 2000, the aggregate market value of the Common Stock
outstanding of The Aristotle Corporation held by nonaffiliates (without
admitting that any person whose shares are not included in such calculation is
an affiliate) was approximately $4,889,949, based on the closing price as
reported by the Nasdaq Stock Market.
Documents Incorporated by Reference
Portions of the Registrant's Proxy Statement dated October 2, 2000 are
incorporated by reference into Part III of this Report on Form 10-K.
<PAGE>
THE ARISTOTLE CORPORATION
2000 ANNUAL REPORT
TABLE OF CONTENTS
Selected Consolidated Financial Data ...................................... 2
Management's Discussion and Analysis ...................................... 4
Consolidated Financial Statements ......................................... 13
1
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SELECTED CONSOLIDATED FINANCIAL DATA OF THE COMPANY
(Amounts in thousands, except share and per share data)
The following are selected consolidated financial data for The Aristotle
Corporation ("Aristotle"), Aristotle Sub, Inc. ("ASI"), and The Strouse, Adler
Company ("Strouse") on a consolidated basis for the fiscal years ended June 30,
1996, 1997 and 1998 and also include Simulaids, Inc. ("Simulaids") for the
fiscal years ended June 30, 1999 and 2000. Aristotle formed ASI in 1993 and
acquired Strouse (the "Strouse Acquisition") in 1994. On January 2, 1998, ASI
was merged into Aristotle (the "ASI Merger"). On June 30, 1998, Aristotle
consummated the sale of substantially all of the assets and certain of the
liabilities of Strouse to Sara Lee Corporation (the "Strouse Sale"). On July 2,
1998, Strouse changed its name to "S-A Subsidiary, Inc." On April 30, 1999,
Aristotle acquired all of the outstanding stock of Simulaids, a manufacturer of
health and education teaching aids. All references herein to the "Company"
include Aristotle, Strouse, ASI and Simulaids. The selected consolidated
financial data presented below should be read in conjunction with the
Consolidated Financial Statements of the Company, together with the Notes to
Consolidated Financial Statements and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere in this
report.
<TABLE>
<CAPTION>
FISCAL YEARS ENDED JUNE 30,
---------------------------
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Consolidated statements of operations data:
Net sales ...................................... $ -- $ -- $ -- $ 947 $ 6,713
Costs and expenses:
Costs of goods sold ..................... -- -- -- 770 3,775
Selling, general and administrative ..... 609 649 685 1,250 2,168
Goodwill amortization ................... -- -- -- 39 228
Nonrecurring tax claim contingency fee .. -- -- 480 -- --
----------- ----------- ----------- ----------- -----------
Operating gain (loss) .............. (609) (649) (1,165) (1,112) 542
Other income (expense):
Investment and interest income ............... 312 146 151 725 337
Interest expense ............................. (4) (9) (5) (32) (174)
----------- ----------- ----------- ----------- -----------
Income (loss) from continuing operations
before income taxes
and minority interest ........................ (301) (512) (1,019) (419) 705
(Provision for) benefit from income taxes (1) .. 1,626 (32) 1,182 (89) (31)
----------- ----------- ----------- ----------- -----------
Income (loss) from continuing operations before
minority interest ............................ 1,325 (544) 163 (508) 674
Minority interest .............................. 215 175 72 -- --
----------- ----------- ----------- ----------- -----------
Income (loss) from continuing operations ... 1,110 (719) 91 (508) 674
Discontinued operations:
Income from operations of
The Strouse Adler Company .................. 358 732 624 -- --
Gain on sale of The Strouse, Adler Company ... -- -- 873 911 --
----------- ----------- ----------- ----------- -----------
Net income ................................ 1,468 13 1,588 403 674
Preferred dividends ............................ -- -- 126 233 109
----------- ----------- ----------- ----------- -----------
Net income applicable to common shareholders $ 1,468 $ 13 $ 1,462 $ 170 $ 565
=========== =========== =========== =========== ===========
Diluted earnings per common share:
Continuing operations ........................ $ 0.92 $ (0.65) $ (0.03) $ (0.60) $ .37
Discontinued operations ...................... 0.25 0.66 0.54 -- --
Gain on sale of discontinued operations ...... -- -- 0.75 0.74 --
----------- ----------- ----------- ----------- -----------
Net income ................................... $ 1.17 $ 0.01 $ 1.26 $ 0.14 $ .37
=========== =========== =========== =========== ===========
Weighted average shares ...................... 1,440,274 1,100,700 1,151,920 1,226,144 1,834,968
Consolidated balance sheet data:
Total assets ................................... $ 23,795 $ 20,381 $ 14,582 $ 18,485 $ 15,211
Stockholders' equity ........................... 6,530 6,511 8,455 8,608 11,947
Long-term debt ................................. 2,097 1,670 -- 111 1,672
</TABLE>
-----------
(1) Income tax benefit for the year ended June 30, 1996 includes a $1,650
benefit related to the settlement of the Federal Deposit Insurance
Corporation's claims. Income tax benefit for the year ended June 30, 1998
includes a tax refund received resulting from a tax loss carryback claim.
2
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SELECTED FINANCIAL DATA OF SIMULAIDS
(Amounts in thousands)
The following are selected financial data for Simulaids, on a stand alone
basis, for the fiscal years ended December 31, 1997 and 1998 and June 30, 1998,
1999, and 2000. The selected financial data for the fiscal years ended June 30,
1998 and 1999 have not been audited. The financial data is presented on a
historic basis of accounting and does not reflect adjustments resulting from the
acquisition or costs associated with the acquisition. The selected financial
data presented below should be read in conjunction with the Consolidated
Financial Statements of the Company, together with the Notes to Consolidated
Financial Statements and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included elsewhere in this report.
<TABLE>
<CAPTION>
FISCAL YEARS ENDED FISCAL YEARS ENDED
DECEMBER 31, JUNE 30,
------------ --------
(unaudited) (unaudited)
1997 1998 1998 1999 2000
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Consolidated statements of operations data:
Net sales ....................................... $ 5,478 $ 5,860 $ 5,527 $ 5,822 $ 6,713
Costs and expenses:
Costs of goods sold ........................ 2,965 3,266 3,121 3,259 3,775
Selling, general and administrative ........ 1,458 1,433 1,418 1,486 1,502
Goodwill amortization ...................... -- -- -- 39 228
------- ------- ------- ------- -------
Operating income ...................... 1,055 1,161 988 1,038 1,208
Other income (expense):
Interest and other income-net ................. 42 27 40 12 13
Interest expense .............................. (14) (11) (13) (12) (165)
------- ------- ------- ------- -------
Income from continuing operations
before income taxes ........................... 1,083 1,177 1,015 1,038 1,056
Provision for income taxes ...................... (8) (14) (9) (101) (492)
------- ------- ------- ------- -------
Net income ............................ $ 1,075 $ 1,163 $ 1,006 $ 937 $ 564
======= ======= ======= ======= =======
Consolidated balance sheet data:
Total assets .................................... $ 3,227 $ 3,213 $ 3,139 8,743 $ 9,208
Stockholders' equity ............................ 2,943 3,081 2,871 8,350 6,885
Long-term debt .................................. $ 106 $ -- $ 96 $ 111 1,672
</TABLE>
-----------------------
Interest and other income-net includes the Video Store business of Simulaids
through April 30, 1999 even though the Video Store business was not purchased by
Aristotle. The Video Store Business and related assets were distributed to the
former stockholder of Simulaids on April 30, 1999.
3
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
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 fiscal year ended June 30, 2000, as compared to the
year ended June 30, 1999, and the fiscal year ended June 30, 1999, as compared
to the year ended June 30, 1998. This discussion and analysis of financial
condition and results of operations have been derived from, and should be read
in conjunction with, the Consolidated Financial Statements and Notes to
Consolidated Financial Statements contained elsewhere in this report.
On April 30, 1999, Aristotle acquired all of the outstanding stock of
Simulaids, Inc. ("Simulaids"), a manufacturer of health and education teaching
aids. Simulaids was Aristotle's only operating subsidiary during the period
ended June 30, 2000. On September 14, 2000, Aristotle acquired 80% of the
outstanding stock of Safe Passage International, Inc. ("Safe Passage"), a
privately-held, Rochester, New York-based company that develops and sells
computer based training products to government and industry clients (see "Recent
Developments"). Except for references in the discussion under the heading
"Recent Developments" and in the Note - "Subsequent Events" in the Consolidated
Financial Statements, or unless otherwise indicated, this Report does not
include or otherwise describe the acquisition of Safe Passage or its business,
financial condition or financial performance.
Results of Continuing Operations of the Company
Fiscal Year Ended June 30, 2000 as Compared to the Year Ended June 30, 1999
The Company's net sales of $6,713,000 for the fiscal year ended June 30,
2000 increased by $5,766,000 as compared to net sales of $947,000 for the fiscal
year ended June 30, 1999. The increase in sales reflects twelve months of sales
for Simulaids in the current fiscal year versus two months of sales for
Simulaids in the prior year.
Gross profit for the current fiscal year of $2,938,000 increased by
$2,761,000 versus gross profit for the prior fiscal year of $177,000. The
increase in gross profit reflects twelve months of gross profit for Simulaids in
the current fiscal year versus two months of gross profit for Simulaids in the
prior year. In addition, the gross margin in fiscal 1999 reflects a nonrecurring
impact of the application of purchase accounting at the date of the acquisition
which resulted in a $259,000 fair value adjustment to the purchased inventory.
This purchase accounting adjustment was expensed in the period ended June 30,
1999 as the corresponding inventory was sold.
The Company's selling, general and administrative expenses for the fiscal
year ended June 30, 2000 increased by $918,000 to $2,168,000 compared to
$1,250,000 for the prior fiscal year. The increase principally reflects twelve
months of expenses for Simulaids in the current fiscal year versus two months of
expenses for Simulaids in the prior year, partially offset by a reduction in
professional fees.
Goodwill amortization for the current fiscal year of $228,000 increased by
$189,000 versus goodwill amortization for the prior fiscal year of $39,000. The
increase in goodwill
4
<PAGE>
amortization reflects twelve months of amortization in the current fiscal year
versus two months of amortization in the prior year.
Investment and interest income was $337,000 and $725,000 for the twelve
months ended June 30, 2000 and 1999, respectively. The decrease in fiscal year
2000 mainly reflects a redemption of marketable securities in which the proceeds
were used to partially finance the acquisition of Simulaids in April 1999. The
income for the twelve months ended June 30, 2000 and 1999 was principally
generated by short-term cash investments and corporate bonds.
Interest expense for the twelve months ended June 30, 2000 increased to
$174,000 from $32,000 in the corresponding twelve months ended June 30, 1999.
The increase reflected interest expense on the bank funds used in the
acquisition of Simulaids which were utilized for twelve months in the current
fiscal year versus two months in the prior year.
The income tax provision for the twelve months ended June 30, 2000 was
$31,000 compared to $89,000 for the twelve months ended June 30, 1999. During
the twelve months ended June 30, 2000, the Company recorded a tax provision
related to state taxes. During the twelve months ended June 30, 1999, the
Company recorded a tax provision related to state taxes and a provision for
taxes due on the built-in gain on assets purchased in the acquisition of
Simulaids.
Preferred dividends were $109,000 for the twelve months ended June 30,
2000 compared to $233,000 for the twelve months ended June 30, 1999. The
decrease was principally due to the conversion of all shares of Aristotle
Preferred Stock into shares of Common Stock from February 2000 to May 2000.
Preferred dividends represented dividends paid or accrued on outstanding Series
E, F, G and H Aristotle Preferred Stock. The shares of Series E Aristotle
Preferred Stock were issued to Geneve Corporation, Aristotle's principal
shareholder, in January 1998, and shares of the Series F, G and H Aristotle
Preferred Stock were issued in 1998 in connection with the acquisition of
Strouse, which company was subsequently sold to The Sara Lee Corporation in June
1998.
Results of Discontinued Operations of the Company
Fiscal Year Ended June 30, 2000 as Compared to the Year Ended June 30, 1999
Gain on the sale of Strouse of $911,000 for the year ended June 30, 1999
reflects adjustments which resulted from a $48,000 charge related to a final
purchase price adjustment based on the net book value of net assets acquired by
Sara Lee, a $41,000 charge related to additional transaction costs in excess of
management's original estimate and $1,000,000 of additional gain resulting from
the final determination of the ultimate tax obligations resulting from the sale.
Results of Continuing Operations of the Company
Fiscal Year Ended June 30, 1999 as Compared to the Year Ended June 30, 1998
The Company's net sales of $947,000 for the fiscal year ended June 30,
1999 represents the net sales of Simulaids for the two months ended June 30,
1999.
Gross profit for the 1999 fiscal year of $177,000 represents the
operations of Simulaids for the two months ended June 30, 1999. The gross margin
reflects a nonrecurring impact of the
5
<PAGE>
application of purchase accounting at the date of the acquisition which resulted
in a $259,000 fair value adjustment to the purchased inventory. This purchase
accounting adjustment was expensed in the period ended June 30, 1999 as the
corresponding inventory was sold.
The Company's selling, general and administrative expenses for the fiscal
year ended June 30, 1999 increased 82% to $1,250,000 compared to $685,000 for
the prior fiscal year. The increase was primarily due to the operating expenses
of Simulaids of $227,000 for the two months ended June 30, 1999, increased
professional fees primarily incurred in connection with tax matters and
potential acquisitions, and increases in administrative and directors'
compensation.
The Company's goodwill amortization of $39,000 for the fiscal year ended
June 30, 1999 represents amortization of goodwill for the two months ended June
30, 1999 resulting from the April 30, 2000 acquisition of Simulaids.
The Company incurred a contingency fee of $480,000 for the fiscal year
ended June 30, 1998 which resulted from an agreement entered into in connection
with the income tax refund received during the fiscal year ended June 30, 1998.
See the income tax discussion below.
Investment and interest income was $725,000 and $151,000 for the twelve
months ended June 30, 1999 and 1998, respectively. The increase in 1999 mainly
reflects the additional investment and interest income generated from the
proceeds of the Strouse Sale in June 1998. The income for the twelve months
ended June 30, 1999 and 1998 was principally generated by short-term cash
investments and corporate bonds.
Interest expense for the twelve months ended June 30, 1999 increased to
$32,000 from $5,000 in the corresponding twelve months ended June 30, 1998. The
increase reflected interest expense on the bank funds utilized in the
acquisition of Simulaids.
The income tax provision for the twelve months ended June 30, 1999 was
$89,000 compared to a benefit of $1,182,000 for the twelve months ended June 30,
1998. During the twelve months ended June 30, 1999, the Company recorded a tax
provision related to state taxes. During the twelve months ended June 30, 1998,
the Company received a tax refund of $1,919,000 resulting from a tax loss
carryback claim related to its 1996 tax year. In connection therewith, the
Company recorded an income tax benefit of $1,199,000, which is net of a $720,000
reserve which is included in accrued expenses in the accompanying consolidated
balance sheet, less minimum state provisions.
Minority interest expense of $72,000 for the twelve months ended June 30,
1998 was due to preferred dividends paid or accrued on outstanding minority
interest Preferred Stock issued to the Former Strouse Stockholders in connection
with the Strouse Acquisition. In January 1998, the minority interest Preferred
Stock was converted into Series F, G and H Aristotle Preferred Stock.
Preferred dividends were $233,000 for the twelve months ended June 30,
1999 compared to $126,000 for the twelve months ended June 30, 1998. The
increase was principally due to the payments of dividends on shares of the
Series E Aristotle Preferred Stock for the entire 1999 fiscal year versus for
half of the 1998 fiscal year. Preferred dividends represent dividends paid or
accrued during the twelve months on outstanding shares of Series E, F, G and H
Aristotle Preferred Stock.
6
<PAGE>
Results of Discontinued Operations of the Company
Fiscal Year Ended June 30, 1999 as Compared to the Year Ended June 30, 1998
Income from the operations of Strouse was $624,000 for the twelve months
ended June 30, 1998 reflecting the performance of the business during the year
before the sale in June 1998.
Gain on the sale of Strouse of $911,000 for the year ended June 30, 1999
reflects adjustments which resulted from a $48,000 charge related to a final
purchase price adjustment based on the net book value of net assets acquired by
Sara Lee, a $41,000 charge related to additional transaction costs in excess of
management's original estimate and $1,000,000 of additional gain resulting from
the final determination of the ultimate tax obligations resulting from the sale.
The gain of $873,000 recorded in the year ended June 30, 1998 reflected gross
proceeds of $21,500,000 offset by the net book value of acquired assets and
liabilities of $18,397,000 and estimated taxes and transaction costs of
$2,230,000.
Results of Operations of Simulaids, on a stand alone basis
Twelve Months Ended June 30, 2000 as Compared to the Twelve Months Ended June
30, 1999
Simulaids' net sales for the twelve months ended June 30, 2000 increased
15.3% to $6,713,000, compared to net sales of $5,822,000 for the prior year. The
increase was primarily due to higher volume of manikin sales to existing
domestic and international distributors.
Simulaids' gross profit for the twelve months ended June 30, 2000
increased to $2,938,000 from $2,563,000 for the prior year (a 14.6% increase),
and the gross margin percentage decreased to 43.8% from 44.0%. The increase in
gross profit was principally due to the sales increase.
Operating expenses include selling, general and administrative and product
development expenses. Operating expenses for the twelve months ended June 30,
2000 were $1,502,000 versus $1,486,000 for the twelve months ended June 30,
1999. The $16,000, or 1.1%, increase was principally a result of increases in
advertising, sales promotion, and selling compensation partially offset by
reductions in administrative compensation.
Goodwill amortization for the current fiscal year of $228,000 increased by
$189,000 versus goodwill amortization for the prior fiscal year of $39,000. The
increase in goodwill reflects twelve months of amortization in the current
fiscal year versus two months of amortization in the prior year.
Investment and interest income was $13,000 and $12,000 for the twelve
months ended June 30, 2000 and 1999, respectively. Fluctuations in investment
and interest income generated each year were a direct result of the cash
balances maintained in the business.
Interest expense for the twelve months ended June 30, 2000 increased to
$165,000 from $12,000 in the prior year. The increase in interest expense
primarily resulted from increased borrowing levels under bank loans established
as part of the acquisition of Simulaids.
The provision for income taxes for the twelve months ended June 30, 2000
was $492,000 versus $101,000 for the prior year. Income taxes represent
provisions made pursuant to the tax sharing agreement with its parent, The
Aristotle Corporation. The increase in the income tax
7
<PAGE>
provision reflects twelve months with a tax sharing agreement with its parent
for the current fiscal year versus two months with a tax sharing agreement with
its parent and ten months as a "S" Corporation in the prior year.
Twelve Months Ended June 30, 1999 as Compared to the Twelve Months Ended June
30, 1998
Simulaids' net sales for the twelve months ended June 30, 1999 increased
5.3% to $5,822,000, compared to net sales of $5,527,000 for the prior year. The
increase was primarily due to higher sales of custom products partially offset
by lower volume of manikin sales.
Simulaids' gross profit for the twelve months ended June 30, 1999
increased to $2,563,000 from $2,406,000 for the prior year, and the gross margin
percentage increased to 44.0% from 43.5%. The increase in gross profit was
principally due to the sales increase and the increase in the gross margin
percentage was principally a result of increased efficiencies resulting from the
increased level of production.
Operating expenses include selling, general and administrative, and
product development expenses. Operating expenses for the twelve months ended
June 30, 1999 were $1,486,000 versus $1,418,000 for the twelve months ended June
30, 1998. The $68,000, or 4.8%, increase was principally a result of increases
in administrative compensation.
Goodwill amortization of $39,000 for the fiscal year ended June 30, 1999
represents amortization of goodwill for the two months ended June 30, 1999
resulting from the April 30, 2000 acquisition of Simulaids.
Investment and interest income was $12,000 and $40,000 for the twelve
months ended June 30, 1999 and 1998, respectively. Fluctuations in investment
and interest income generated each year were a direct result of the cash
balances maintained in the business.
The provision for income taxes for the twelve months ended June 30, 1999
was $101,000, which reflected state taxes on income.
Liquidity and Capital Resources
Aristotle ended the June 30, 2000 fiscal year with $4,951,000 in cash and
cash equivalents. Cash consumed during the year was principally used for the
repayment of short-term borrowings partially offset by cash earnings from
operations, the receipt of tax refunds and the redemption of marketable
securities. The overall decrease in cash and cash equivalents of $898,000 is
detailed below.
The Company generated cash of $1,757,000 from operations during the fiscal
year ended June 30, 2000 and deployed net cash of $761,000 in operations for the
fiscal year ended June 30, 1999. During fiscal 2000, the generation of cash from
operations was principally the result of earnings plus depreciation and
amortization of $1,100,000 and the receipt of tax refunds totaling $1,027,000.
During fiscal 1999, the use of cash from operations was principally the result
of a loss from continuing operations of $508,000 and the overpayment of
refundable taxes of $1,150,000 partially offset by reductions in other assets of
$482,000 and inventories of $203,000.
8
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The Company generated $910,000 from investing activities for the fiscal
year ended June 30, 2000 and deployed $10,558,000 in investing activities in the
fiscal year ended June 30, 1999. During fiscal 2000, the generation of cash
principally reflected the redemption of marketable securities of $991,000.
During fiscal 1999, the utilization of cash was principally for the acquisition
of Simulaids, the purchase of marketable securities and the payment of Strouse
transaction costs resulting from the June 1998 sale.
Financing activities utilized cash of $3,565,000 for the fiscal year ended
June 30, 2000 and provided cash of $4,897,000 for the fiscal year ended June 30,
1999. Funds used in fiscal 2000 were primarily for the repayment of borrowings
of $3,212,000, the repurchase of shares of Aristotle Preferred Stock of $136,000
and the payment of dividends on Aristotle Preferred Stock of $163,000. Funds
generated in fiscal 1999 were primarily due to the short-term bank borrowings of
$5,000,000 partially offset by dividends on Aristotle Preferred Stock of
$233,000.
Capital resources in the future are expected to be used for the
development of the Simulaids business and to acquire additional companies.
Aristotle anticipates that there will be sufficient financial resources to meet
Aristotle's projected working capital and other cash requirements for the next
twelve months.
Recent Developments
On September 14, 2000, Aristotle acquired 80% of the outstanding shares of
common stock of Safe Passage International, Inc., 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") for an aggregate purchase price of $1.8 million in cash plus possible
additional future consideration of up to a maximum of $2.3 million based on
management's performance during calendar years 2000 and 2001. Safe Passage
develops and sells computer based training products to government and industry
clients.
Income Taxes
At June 30, 2000, Aristotle had $50,600,000 of federal net operating loss
carryforwards, which expire through 2011, and $1,600,000 of state net operating
loss carryforwards, which expire through 2004.
In September 1996, the Company filed an amended Federal income tax return
for the year ending December 31, 1992 claiming a worthless stock deduction of
approximately $54,000,000 with respect to its stock in the First Constitution
Bank (the "Bank") which previously was Aristotle's only subsidiary and which, on
October 2, 1992, was seized by the FDIC. As a result of such amended return, the
Company has also claimed tax refunds of approximately $10,000,000 resulting from
the carryback of the Company's net operating loss from 1992 to prior years.
Pending final review by the Internal Revenue Service, the Company has not
recorded the $10,000,000 refund claim in its consolidated financial statements.
After consideration of such carryback claim, the Company's remaining Federal net
operating loss carryforward related to the worthless stock deduction would be
approximately $30,800,000 and the Company's aggregate Federal net operating loss
carryforwards would be reduced from $50,600,000 to $28,600,000.
During 1997, the Company filed a carryback claim related to its 1996 tax
year. In connection therewith, the Company received $1,919,000 for which the
Company recorded an income tax benefit of $1,199,000, which is net of a $720,000
reserve. In addition, upon receipt of
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such refund, the Company was obligated to pay $480,000 as a result of a
contingent fee arrangement entered into in connection with this income tax
refund claim.
On its return for 1992 as originally filed, the Company made elections
under provisions set forth in regulations proposed by the Internal Revenue
Service in April 1992 as guidance for the application of Section 597 of the
Internal Revenue Code of 1986, as amended and under Section 1.1502-20(g)(1) of
the Federal Income Tax Regulations to (i) disaffiliate from the former Bank for
Federal income tax purposes and (ii) reattribute net operating losses of the
former Bank in excess of $81,000,000 to the Company. The application of the tax
law with respect to the Company's election to disaffiliate from the former Bank
and to reattribute the former Bank's net operating losses to the Company is not
certain and, therefore, there is no assurance that the Company could succeed to
any of the former Bank's net operating losses. Moreover, the reattribution to
the Company of the former Bank's net operating losses may be limited if the
position taken by the Company on its amended returns is allowed.
As anticipated and as discussed in the Company's Annual Report on Form
10-K for the year ended June 30, 1999, the Company received from the Internal
Revenue Service a letter disallowing the two carryback claims filed on its
amended 1992 return and on its 1996 return. This disallowance at the field
examination level was not unexpected by the Company. The Company continues to
believe the claims have merit and, therefore, the Company will continue to
pursue its case at the Internal Revenue Service Appellate level. The ultimate
outcome of this proceeding is uncertain at this time. Notwithstanding, the
Company being entitled to a net operating loss carryforward arising from, or
with respect to its interest in, the former Bank, its ability to utilize such
carryforward is dependent upon many factors including (i) the realization of
taxable income by the Company, and (ii) avoiding a fifty percent "ownership
change" as defined in Section 382 of the Internal Revenue Code. If there is an
"ownership change," the tax loss carryforwards available to the Company would be
significantly reduced or eliminated. Accordingly, neither the refund claim nor
the future benefit of these remaining net operating loss carryforwards have been
reflected as tax assets in the accompanying consolidated financial statements.
The Company believes, assuming that the Former Strouse Stockholders
currently own the maximum number of shares of Common Stock of Aristotle they
could acquire through the exercise of their various rights and options and that
Geneve Corporation currently owns the maximum number of shares of Common Stock
it could acquire, that the Company has not undergone an ownership change within
the meaning of Section 382 of the Code. During the period which the Company has
an unutilized federal net operating loss carryforward, which may be for many
years into the future, particularly if the Company does succeed to a significant
portion of the former Bank's net operating loss carryforward, it will be
necessary for the Company to determine whether an ownership change has occurred
each time a new or existing stockholder becomes a 5% stockholder or an existing
5% stockholder increases its ownership interest. Except with respect to the
Former Strouse Stockholders and Geneve Corporation, the Company does not know of
any stockholders who currently own or would own, upon the exercise of options or
warrants, 5% or more of the Common Stock. At a special meeting of stockholders
held on April 8, 1994, the stockholders voted to restrict certain share
transfers because they could affect the Company's ability to use its net
operating losses under Section 382.
10
<PAGE>
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 short-term borrowings as of June
30, 2000 are as follows:
Maturity less Maturity greater
than one year than one year
------------- -------------
Marketable securities
Cost value $ -- $ 2,074
Weighted average return -- 7.3%
Fair market value $ -- $ 1,806
Short-term borrowings
Amount $ 253 $ 1,672
Weighted average interest rate 8.2% 8.2%
Fair market value $ 253 $ 1,672
Year 2000 Issue
The Year 2000 Issue arose as a result of computer programs that were
written using two digits rather than four to define the year. There was concern
that information technology systems and other systems using such programs that
have date sensitive software would recognize a date using "00" as the year 1900
rather than the year 2000. Accordingly, computer systems and software used by
many companies and governmental agencies needed to be upgraded to comply with
Year 2000 requirements or risk system failure or miscalculations causing
disruptions of operations.
Subsequent to December 31, 1999, the Company has not experienced any
significant problems associated with the Year 2000 compliance of its own
operating and information systems and it has not experienced any problems with
the Year 2000 compliance of third parties, including its significant suppliers,
customers and critical business partners or any governmental agencies and
service providers. The Company does not expect to experience any significant
problems associated with the Year 2000 Issue in the future.
11
<PAGE>
Certain Factors That May Affect Future Results of Operations
Aristotle believes that this report may contain forward-looking statements
within the meaning of the "safe-harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include
statements regarding Aristotle's liquidity and are based on management's current
expectations and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. Aristotle cautions investors that there can be no
assurance that actual results or business conditions will not differ materially
from those projected or suggested in such forward-looking statements as a result
of various factors, including, but not limited to, the following: (i) the
ability of Aristotle to obtain financing and additional capital to fund its
business strategy on acceptable terms, if at all; (ii) the ability of Aristotle
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,
Aristotle'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.
12
<PAGE>
THE ARISTOTLE CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2000 AND 1999
TOEGETHER WITH
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
13
<PAGE>
THE ARISTOTLE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
As of June 30, 2000 and 1999
(dollars in thousands, except for share data)
<TABLE>
<CAPTION>
2000 1999
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,951 $ 5,849
Marketable securities, at market value 1,806 702
Marketable securities and cash equivalents held
in escrow, at market value -- 157
Accounts receivable 465 299
Current maturities of notes receivable -- 102
Inventories, net 928 989
Tax receivable, net 123 1,150
Other current assets 128 85
--------- ---------
Total current assets 8,401 9,333
--------- ---------
Property, plant and equipment, net 1,365 1,478
--------- ---------
Other assets:
Marketable securities, at market value -- 1,386
Marketable securities held in escrow, at market value -- 552
Goodwill, net of accumulated amortization of $267 and $39 in 2000
and 1999, respectively 5,428 5,685
Other noncurrent assets 17 51
--------- ---------
5,445 7,674
--------- ---------
$ 15,211 $ 18,485
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ -- $ 5,000
Current maturities of long-term debt 225 --
Current maturities of capital lease obligations 28 25
Current maturities of Series F, G and H Preferred Stock -- 799
Accounts payable 127 143
Accrued expenses 492 829
Accrued tax reserves 720 720
--------- ---------
Total current liabilities 1,592 7,516
--------- ---------
Long-term debt, net of current maturities 1,589 --
Capital lease obligations, net of current maturities 83 111
--------- ---------
Total long-term liabilities 1,672 111
--------- ---------
Commitments and contingencies
Series E Redeemable Preferred Stock -- 2,250
--------- ---------
Stockholders' equity:
Common stock, $.01 par value, 3,000,000 shares authorized;
1,904,613 and 1,240,727 shares issued in 2000 and 1999,
respectively 19 13
Additional paid-in capital 163,324 160,403
Accumulated deficit (151,035) (151,600)
Treasury stock, at cost, 17,834 shares and 7,609 shares in
2000 and 1999, respectively (93) (47)
Net unrealized investment losses (268) (161)
--------- ---------
Total stockholders' equity 11,947 8,608
--------- ---------
$ 15,211 $ 18,485
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
14
<PAGE>
THE ARISTOTLE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
For the Years Ended June 30, 2000, 1999 and 1998
(dollars in thousands, except per share data)
<TABLE>
2000 1999 1998
<S> <C> <C> <C>
Net sales $ 6,713 $ 947 $ --
Cost of goods sold 3,775 770 --
------- ------- -------
Gross profit 2,938 177 --
------- ------- -------
Selling expenses 454 46 --
General and administrative expenses 1,714 1,204 685
Nonrecurring tax claim contingency fee -- -- 480
Goodwill amortization 228 39 --
------- ------- -------
Operating income (loss) 542 (1,112) (1,165)
------- ------- -------
Other income (expense):
Investment and interest income 337 725 151
Interest expense (174) (32) (5)
------- ------- -------
Income (loss) from continuing operations before
income taxes and minority interest 705 (419) (1,019)
Provision for (benefit from) income taxes 31 89 (1,182)
------- ------- -------
Income (loss) from continuing operations
before minority interest 674 (508) 163
Minority interest -- -- 72
------- ------- -------
Income (loss) from continuing operations 674 (508) 91
Discontinued operations:
Income from operations of The Strouse, Adler Company -- -- 624
Gain on sale of The Strouse, Adler Company -- 911 873
------- ------- -------
Net income 674 403 1,588
Preferred dividends 109 233 126
------- ------- -------
Net income applicable to common shareholders $ 565 $ 170 $ 1,462
======= ======= =======
Basic earnings (loss) per common share:
Continuing operations $ .39 $ (.60) $ (.03)
Discontinued operations -- -- .54
Gain on sale of discontinued operations -- .74 .75
------- ------- -------
$ .39 $ .14 $ 1.26
======= ======= =======
Diluted earnings (loss) per common share:
Continuing operations $ .37 $ (.60) $ (.03)
Discontinued operations -- -- .54
Gain on sale of discontinued operations -- .74 .75
------- ------- -------
$ .37 $ .14 $ 1.26
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
15
<PAGE>
THE ARISTOTLE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
For the Years Ended June 30, 2000, 1999 and 1998
(dollars in thousands)
<TABLE>
<CAPTION>
Net
Unrealized
Additional Investment Total
Common Paid-in Accumulated Treasury Gains Stockholders' Comprehensive
Stock Capital Deficit Stock (Losses) Equity Income
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, June 30, 1997 $ 11 $ 159,762 $(153,232) $ (30) $ -- $ 6,511
Preferred dividends -- -- (126) -- -- (126)
Issuance of common stock -- 135 -- -- -- 135
Conversion of subsidiary's
common stock -- 215 -- -- -- 215
Issuance of common
stock to directors -- 136 -- -- -- 136
Net unrealized
investment loss -- -- -- -- (4) (4) $ (4)
Net income -- -- 1,588 -- -- 1,588 1,588
---------
Total comprehensive
income $ 1,584
--------- --------- --------- --------- --------- --------- ---------
Balance, June 30, 1998 11 160,248 (151,770) (30) (4) 8,455
Preferred dividends -- -- (233) -- -- (233)
Issuance of common
stock to directors 2 155 -- -- -- 157
Purchase of treasury stock -- -- -- (17) -- (17)
Net unrealized
investment loss -- -- -- -- (157) (157) $ (157)
Net income -- -- 403 -- -- 403 403
---------
Total comprehensive income $ 246
--------- --------- --------- --------- --------- --------- ---------
Balance, June 30, 1999 13 160,403 (151,600) (47) (161) 8,608
Preferred dividends -- -- (109) -- -- (109)
Issuance of common
stock to directors and
employees -- 46 -- 8 -- 54
Conversion of preferred
stock 6 2,539 -- -- -- 2,545
Issuance of common stock -- 336 -- -- -- 336
Purchase of treasury stock -- -- -- (54) -- (54)
Net unrealized investment
loss -- -- -- -- (107) (107) $ (107)
Net income -- -- 674 -- -- 674 674
---------
Total comprehensive income $ 567
--------- --------- --------- --------- --------- --------- ==========
Balance, June 30, 2000 $ 19 $ 163,324 $(151,035) $ (93) $ (268) $ 11,947
========= ========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
16
<PAGE>
THE ARISTOTLE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Years Ended June 30, 2000, 1999 and 1998
(dollars in thousands)
<TABLE>
<CAPTION>
2000 1999 1998
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 674 $ 403 $ 1,588
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Gain from sale of discontinued operations -- (911) (873)
Depreciation and amortization 426 59 574
Issuance of stock for services -- -- 136
Loss on disposal of property and equipment 14 9 --
Changes in assets and liabilities, net of business acquired:
Accounts receivable (166) 92 (23)
Inventories 61 203 (2,850)
Tax receivable 1,027 (1,150) --
Other assets 17 482 1
Accounts payable (16) 64 (757)
Accrued expenses (280) (12) 310
Accrued tax reserves -- -- 720
-------- -------- --------
Net cash provided by (used in) operating activities 1,757 (761) (1,174)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of marketable securities -- (1,285) (1,069)
Redemption of marketable securities 991 -- 600
Minority interest -- -- 21
Proceeds from disposal of discontinued operations -- 911 8,724
Accrued transaction costs -- (1,704) 1,704
Purchase of property and equipment (81) (17) (608)
Purchase of Simulaids, net of $237 of cash acquired -- (8,463) --
-------- -------- --------
Net cash provided by (used in) investing activities 910 (10,558) 9,372
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term borrowings -- 5,000 --
Repurchase of minority interest Preferred Stock -- -- (800)
Proceeds from sale of Series E Preferred Stock -- -- 2,250
Net borrowings under line of credit -- -- 2,424
Repayment of short-term borrowings (5,000) -- --
Proceeds from credit agreement 2,000 -- --
Principle debt payments (187) -- (75)
Repayment of capital lease obligations (25) (4) --
Repurchase of preferred stock (136) (6) --
Proceeds from sale of common stock -- -- 135
Proceeds from exercise of stock options -- 157 --
Payment of dividends on preferred stock (163) (233) --
Purchase of treasury stock (54) (17) --
-------- -------- --------
Net cash (used in) provided by financing activities (3,565) 4,897 3,934
-------- -------- --------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (898) (6,422) 12,132
CASH AND CASH EQUIVALENTS, beginning of period 5,849 12,271 139
-------- -------- --------
CASH AND CASH EQUIVALENTS, end of period $ 4,951 $ 5,849 $ 12,271
======== ======== ========
SUPPLEMENTAL DISCLOSURES:
Cash paid during the year for:
Interest $ 180 $ 28 $ 901
======== ======== ========
Income taxes $ 28 $ 1,259 $ 56
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
17
<PAGE>
THE ARISTOTLE CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements
June 30, 2000 and 1999
(dollars in thousands, except share and per share data)
(1) NATURE OF OPERATIONS
Organization
The Aristotle Corporation (Aristotle or the Company) is a holding company
which, through its operating subsidiary, Simulaids Inc. (Simulaids),
currently conducts business in the health and medical educational products
market. Simulaids' proprietary products include manikins and simulation
kits used for training in the CPR, emergency rescue and patient care
fields. Simulaids' products are sold throughout the United States and
internationally via distributors and catalogues to end-users such as fire
and emergency medical departments and nursing and medical schools.
Acquisition of Simulaids, Inc.
Effective April 30, 1999, pursuant to a Stock Purchase Agreement dated as
of April 30, 1999, Aristotle acquired all of the outstanding stock (the
Acquisition) of Simulaids, a privately-held New York corporation. As a
result, the Company's 1999 consolidated statement of operations includes
the results of operations of Simulaids since the date of the Acquisition.
The Acquisition purchase price of approximately $8,700, which includes
$300 of transaction and tax obligations resulting from the Acquisition,
was paid utilizing approximately $3,700 of cash and $5,000 of bank
financing. The fair value of assets acquired and liabilities assumed
amounted to $3,456 and $412, respectively. The excess cost over the fair
value of net assets acquired amounted to $5,656 and is reflected as
goodwill in the accompanying financial statements, net of amortization
based on a straight-line basis over 25 years.
The Acquisition has been accounted for using the purchase method of
accounting and, accordingly, the purchase price has been allocated to the
assets and liabilities acquired based on their fair market values at the
date of the Acquisition. The following summarizes the final allocation of
the purchase price of Simulaids:
Cash $ 237
Accounts receivable 391
Inventories (Note 2) 1,192
Property, plant and equipment 1,486
Other assets 150
Goodwill 5,656
Accounts payable and accrued expenses (156)
Other liabilities (256)
-------
$ 8,700
=======
18
<PAGE>
Operating results for the years ended June 30, 1999 and 1998 on a pro
forma basis, excluding the discontinued operations of The Strouse, Adler
Company, as though Simulaids was acquired as of July 1, 1998 are:
<TABLE>
<CAPTION>
1999 1998
(Dollars in thousands (Dollars in thousands
except share data) except share data)
(unaudited) (unaudited)
<S> <C> <C>
Net sales $ 5,820 $ 5,527
Net income (loss) from continuing operations
available to common shareholders (422) 39
Net income (loss) from continuing operations
available to common shareholders
per basic share $ (.34) $ .03
</TABLE>
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, increased interest expense and state income
taxes on the income of Simulaids.
Sale of The Strouse, Adler Company
Effective June 30, 1998, pursuant to an Asset Purchase Agreement dated as
of March 3, 1998 (the Purchase Agreement), Aristotle sold substantially
all of the assets and certain specified liabilities of its wholly-owned
subsidiary The Strouse, Adler Company (Strouse) to the Sara Lee
Corporation (Sara Lee) (the Strouse Sale). Strouse, which was Aristotle's
only operating subsidiary during fiscal 1998 and 1997, designed,
manufactured and marketed specialty bra and shapewear products. Aristotle
had originally acquired Strouse on April 11, 1994 for an aggregate
purchase price of $5,990 (the Strouse Acquisition).
The final consideration received by Aristotle from Sara Lee was $21,452.
Included in the $21,452 aggregate purchase price was a $5,000 payment as
consideration for Aristotle agreeing not to compete in the business of
manufacturing, marketing, distributing and selling women's intimate
apparel.
Aristotle recognized a net gain on the Strouse Sale of approximately
$1,784 calculated as follows:
Proceeds $ 21,452
Net book value of acquired assets and liabilities
related to and resulting from the operation of Strouse (18,397)
Estimated taxes and transaction costs (1,271)
--------
Gain on sale of discontinued operation $ 1,784
========
During the year ended June 30, 1999, Aristotle recorded adjustments
aggregating $911 which increased the gain on the sale of Strouse. The $911
adjustments resulted from a $48 charge related to a final purchase price
adjustment based on the net book value of net assets acquired by Sara Lee,
as defined and as provided for in the Purchase Agreement; a $41 charge
related to additional transaction costs in excess of management's original
estimate and $1,000 of additional gain resulting from the final
determination of the ultimate tax obligations resulting from the sale. As
a result of these final adjustments, the ultimate gain recognized by the
Company in connection with
19
<PAGE>
the Strouse Sales was $1,784, of which a gain of $873 was recorded in
fiscal 1998 and a gain of $911 was recorded in fiscal 1999. The net cash
proceeds to Aristotle resulting from the Strouse Sale is as follows:
Gross proceeds $ 21,452
Payment of Strouse obligations not assumed by Sara Lee,
including payment of Strouse bank debt of $10,455 (10,546)
Payment of taxes and transaction costs (1,271)
--------
Net proceeds from sale of discontinued operation $ 9,635
========
The results of Strouse prior to the sale have been classified as
Discontinued Operations in the accompanying consolidated financial
statements. Revenues generated from Strouse operations were $26,645 for
the year ended June 30, 1998.
(2) SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
The consolidated financial statements include the accounts of Aristotle
and its wholly-owned subsidiaries. All significant intercompany accounts
and transactions have been eliminated in consolidation.
Revenue recognition
Revenue is recorded when goods are shipped to the Company's customers.
Cash and cash equivalents
Cash and cash equivalents include cash and highly liquid investments with
an original maturity of three months or less.
Marketable securities
The Company accounts for marketable securities under Statement of
Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." This statement requires that
marketable securities be carried at their fair values. The Company has
classified its marketable securities as "available-for-sale" in accordance
with SFAS No. 115. Accordingly, all unrealized holding gains and losses
are recorded as a separate component of stockholders' equity. The Company
utilized the specified identification method in determining cost and fair
value.
Inventories
Inventories were valued at the lower of cost, using the first-in,
first-out method (FIFO), or market.
20
<PAGE>
At June 30, 2000 and 1999, inventories consisted of the following:
2000 1999
Raw materials $ 458 $ 296
Work-in-process 50 119
Finished goods 450 574
----- -----
958 989
Reserve (30) --
----- -----
$ 928 $ 989
===== =====
In connection with the Acquisition (see Note 1), and in accordance with
the purchase method of accounting, at the date of acquisition the
purchased inventories were valued at a fair value which was approximately
$259 greater than its historic cost. This purchase accounting adjustment
was expensed as the associated inventories were sold and is therefore
included in cost of sales in the accompanying 1999 consolidated statement
of operations.
Notes receivable
Notes receivable relates to loans from Aristotle to the former
stockholders of Strouse. The loans bore interest at 8.9% per annum. During
fiscal 2000 and 1999, certain former Strouse shareholders surrendered
4,606 and 616 shares of Series F, G & H Preferred Stock (see Note 6) in
exchange for the cancellation of $46 and $6, respectively, of loans. In
addition, during fiscal 2000 the remaining $56 of outstanding notes
receivable were repaid to the Company in cash.
Property, plant and equipment
Property, plant and equipment are recorded at cost and are depreciated or
amortized, using the straight-line method, over the estimated useful lives
of the assets, as follows:
Buildings 40
Machinery, equipment and other 5-7
Leasehold improvements various
At June 30, 2000 and 1999 property, plant and equipment consisted of the
following:
2000 1999
Land $ 220 $ 220
Buildings and improvements 835 845
Machinery, equipment and other 512 434
------- -------
1,567 1,499
Less accumulated depreciation and amortization (202) (21)
------- -------
$ 1,365 $ 1,478
======= =======
Expenditures for repairs and maintenance are charged against income as
incurred. Renewals and betterments are capitalized.
21
<PAGE>
Goodwill
Goodwill resulted from the excess of cost over the fair value of assets
acquired in the Acquisition (see Note 1) and is being amortized on a
straight-line basis over 25 years.
Long-lived assets
The Company has adopted the provisions of SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of". This statement requires a company to review long-lived
assets for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Future
realization of the Company's property, plant and equipment and intangible
assets is dependent upon the ability of the Company to generate future
profitable operating results in accordance with its operating plans. Based
upon management's evaluations of expected future cash flows, no impairment
was indicated.
Earnings per common share
The Company has adopted the provisions of SFAS No. 128, "Earnings Per
Share". For the years ended June 30, 2000, 1999 and 1998, Basic and
Diluted Earnings Per Share are calculated as follows:
<TABLE>
<CAPTION>
2000 1999 1998
<S> <C> <C> <C>
Basic Earnings (Loss) Per Share:
Numerator
Income (loss) from continuing operations $ 674 $ (508) $ 91
Preferred dividends (109) (233) (126)
----------- ----------- -----------
Income (loss) from continuing operations
applicable to common shareholders 565 (741) (35)
Income from discontinued operation -- -- 624
Gain on sale of discontinued operation -- 911 873
----------- ----------- -----------
Net income applicable to common shareholders $ 565 $ 170 $ 1,462
=========== =========== ===========
Denominator
Weighted average shares outstanding 1,464,465 1,226,144 1,151,920
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
2000 1999 1998
<S> <C> <C> <C>
Basic Earnings (Loss) Per Share Per Common
Shareholder
Continuing operations $ .39 $ (.60) $ (.03)
Discontinued operations -- -- .54
Gain on sale of discontinued operations -- .74 .75
------------- ----------- -------------
Net income $ .39 $ .14 $ 1.26
============= =========== =============
Diluted Earnings (Loss) per Share:
Numerator
Income (loss) from continuing operations $ 674 $ (508) $ 91
Preferred dividends -- (233) (126)
------------- ----------- -------------
Income (loss) from continuing operations
applicable to common shareholders 674 (741) (35)
Income from discontinued operations -- -- 624
Gain on sale of discontinued operations -- 911 873
------------- ----------- -------------
Net income applicable to common shareholders $ 674 $ 170 $ 1,462
============= =========== =============
Denominator
Weighted average shares outstanding 1,464,465 1,226,144 1,151,920
Options to purchase common stock 2,164 -- --
Convertible preferred stock 368,339 -- --
------------- ----------- -------------
1,834,968 1,226,144 1,151,920
============= =========== =============
Diluted Earnings (Loss) per Share per Common
Shareholder
Continuing operations $ .37 $ (.60) $ (.03)
Discontinued operations -- -- .54
Gain on sale of discontinued operations -- .74 .75
------------- ----------- -------------
Net income $ .37 $ .14 $ 1.26
============= =========== =============
</TABLE>
23
<PAGE>
For the years ended June 30, 1999 and 1998, options to purchase shares of
common stock and convertible preferred stock of the Company were
outstanding but were not included in the computation of diluted earnings
per share as such inclusion would be anti-dilutive or because the options'
exercise price was greater than the average market price of the common
shares. In addition, for the year ended June 30, 2000, there were an
additional 134,637 options exercisable whose exercise price exceeded the
average market price for the year and therefore are excluded in the
computation of diluted earnings per share.
New accounting standards
In June 1999, the Financial Accounting Standards Board (FASB) issued SFAS
No. 137, "Accounting for Derivative Instruments and Hedging
Activities-Deferral of the Effective Date of SFAS No. 133 - an Amendment
of SFAS No. 133" for the sole purpose of updating the effective date of
adoption of SFAS No. 133 to January 1, 2001. The Company does not utilize
derivative instruments, therefore SFAS 133 will have no impact on its
financial position or results of operations.
In December 1999, the Securities and Exchange Commission's Staff
Accounting Bulletin No. 101 (SAB 101) Revenue Recognition, was issued. SAB
101 will require a company to defer revenue recognition on product
shipments until contractual terms of customer acceptance, including
inspection and installation requirements, are met. The Company will be
required to adopt this new accounting principle through a cumulative
charge to accumulated deficit in accordance with the provisions of APB
Opinion No. 20 no later than the fourth quarter of fiscal 2001. The
Company does not believe that the adoption of this standard will have a
material impact on its financial position or results of operations.
Other comprehensive income
The Company has adopted the provisions of SFAS No. 130, "Reporting
Comprehensive Income," which establishes standards for the reporting and
display of comprehensive income and its components in a full set of
general-purpose financial statements. Accordingly, the Company has
included this presentation as a component of the statements of changes in
stockholders' equity. The objective of the statement is to report a
measure of all changes in equity of an enterprise that result from
transactions and other economic events of the period other than
transactions with owners ("comprehensive income"). This statement requires
that financial statements report net unrealized investment gains (losses)
as a component of comprehensive income or loss.
Concentration of credit risk
At June 30, 2000, accounts receivable from two customers accounted for
28.3% of the outstanding balance. No other customers had balances in
excess of 10% of the outstanding balance. Sales to those two customers
accounted for 29.9% of net sales during the year ended June 30, 2000.
Use of estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
24
<PAGE>
(3) MARKETABLE SECURITIES
As of June 30, 2000, all of the Company's remaining outstanding preferred
stock was converted to common or put to the Company in accordance with the
applicable preferred stock agreements (see Note 6). Therefore, as of June
30, 2000, the Company was no longer required to escrow funds related to
the put rights of the former Strouse stockholders. As of June 30, 1999,
the Company had $709 in escrow related to those put rights which were
invested in cash equivalents, U.S. treasuries, and corporate bonds and
were classified as available-for-sale.
Investment securities available-for-sale and cash equivalents relating to
the above escrow arrangements are summarized as follows:
<TABLE>
<CAPTION>
----------- June 30, 1999 ---------
Amortized Unrealized Gross Market
Cost Losses Value
<S> <C> <C> <C>
Cash equivalents and interest receivable $ 157 $ -- $ 157
Corporate bonds, maturing in 1 to 5 years 573 (21) 552
----- ----- -----
$ 730 $ (21) $ 709
===== ===== =====
</TABLE>
As of June 30, 2000 and 1999, the Company had funds invested in high-grade
corporate debentures which have been classified as available-for-sale. As
of June 30, 2000 and 1999, the fair value of these securities were $1,806
and $2,088, respectively, and the amortized cost associated with the
securities was $2,074 and $2,228, respectively. A total unrealized holding
loss, related to all investment securities, of $268 and $161 is recorded
as a component of stockholders' equity as of June 30, 2000 and 1999,
respectively.
(4) SHORT-TERM BORROWINGS
On May 3, 1999, the Company entered into a $5,000 revolving loan agreement
with a bank to finance the Simulaids Acquisition (see Note 1). Borrowings
under the revolving loan agreement bore interest at 7%. During fiscal
2000, the Company repaid $3,000 of the revolving loan and refinanced the
remaining $2,000 (see Note 5).
(5) LONG TERM DEBT
On September 27, 1999, Simulaids and Citizens Bank of Connecticut
(Citizens) entered into a $2.5 million Credit Agreement. The credit
agreement is comprised of three facilities (Credit Facilities):
(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 the Company's 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
the Company's election.
(c) $500 Two-Year Revolving Line of Credit - Borrowing availability
--------------------------------------
under the line of credit is determined by a borrowing base which is
equal to the sum of 80% of eligible accounts
25
<PAGE>
receivable and 50% of eligible inventory, with a maximum borrowing
of $500. There are no scheduled principal payments. The interest
rate is charged at the rate of LIBOR plus 175 basis points on a 30,
60, 90 or 180 day LIBOR rate at the Company's election.
As of June 30, 2000, the balance outstanding on the term loan was $1,058
and the balance outstanding on the mortgage was $756. Future monthly
principal payments on the term loan and mortgage are $14 and $5,
respectively. As of June 30, 2000, the Company had not drawn on the line
of credit.
Repayments of long-term debt for each of the next five years and
thereafter are as follows:
Year Ending
June 30, Amount
2001 $ 225
2002 225
2003 225
2004 225
2005 225
Thereafter 689
--------
$ 1,814
========
Simulaids is required to maintain certain financial ratios, including
maintaining a debt service coverage ratio of 1.25 to 1, as defined, and
satisfy various other covenants in connection with the Credit Facilities.
As of June 30, 2000, Simulaids was in compliance with all financial ratios
and covenants.
The Credit Facilities are secured by a lien on all assets of Simulaids.
Aristotle has guaranteed the Credit Facilities with recourse under the
guaranty limited to $1,000, to be reduced by an amount equal to the
principal payments made on the term loan. As of June 30, 2000, recourse
under the Aristotle guaranty is limited to $813.
(6) PREFERRED STOCK
Series E
On January 2, 1998, the Company and Geneve Corporation (Geneve)
consummated a transaction which provided for the purchase of 489,131
shares of Aristotle's $.01 par value Series E Convertible Preferred Stock
(Series E) for an aggregate price of $2,250, or a per share price of
$4.60. The Series E earned dividends of 8% per annum and the holder of the
Series E was entitled to one vote per share. Pursuant to the Series E
redemption features, the Company was obligated to redeem all or part of
the Series E on January 1, 2002, at $4.60 per share plus accrued but
unpaid dividends. Contemporaneously with the purchase of the Series E,
Geneve purchased 30,000 shares of Aristotle common stock for an aggregate
purchase price of $135.
In February 2000, Geneve elected to convert all 489,131 shares of Series E
into 489,131 shares of common stock and a promissory note issued by the
Company in the amount of $330 due December 31, 2001 and bearing interest
at 8% per annum (Geneve Note). In June 2000, the Company repaid the $330
Geneve Note, plus accrued interest of approximately $6, by issuing 56,100
shares of common stock. The aggregate fair value of the 545,231 shares of
common stock was less than the $2,250 carrying value of the Series E.
26
<PAGE>
Series F, G & H
At June 30, 1999, the Company had 79,883 shares of Series F, G and H
Preferred Stock (Series F, G and H) outstanding. The Series F, G and H
were entitled to one vote per share with respect to matters other than the
election of directors and auditors. Through January 1, 1999 all holders of
Series F, G and H were entitled to dividends of 8.9% per annum and from
January 2, 1999 through January 1, 2000 the holders of 40,250 shares of
Series F, G and H were entitled to dividends of 8.9% per annum.
Pursuant to the Series F, G and H redemption features, the holders could
require Aristotle to immediately repurchase the shares at $10 per share
(the Put Right). As a result of the Put Right, Aristotle had been required
to escrow certain funds (see Note 3) and at June 30, 1999, $709 was held
in escrow resulting from this requirement. If the holder of the Series F,
G and H elected not to redeem this preferred stock they could elect to
convert each share into 1.667 shares of Aristotle common stock, subject to
adjustment as defined.
During fiscal 2000, a holder of the Series H exercised his right to put
13,617 shares, with an aggregate value of $136, back to the Company in
exchange for $90 in cash and the cancellation of a loan from the Company
to him in the amount of $46. The remaining 66,266 shares of Series F, G
and H were acquired by Geneve directly from the Series F, G and H
shareholders and were subsequently converted into 110,441 shares of common
stock at the original 1.667 conversion rate.
(7) STOCKHOLDERS' EQUITY
The Company had the following common and treasury stock issued and
outstanding at June 30, 2000, 1999 and 1998:
Common Treasury
Stock Stock
Issued, June 30, 1997 1,105,801 7,287
Issuance of common stock 30,000 --
Conversion of ASI common into Aristotle common 33,424 --
Issuance of common stock to directors 39,802 --
--------- ------
Issued, June 30, 1998 1,209,027 7,287
Exercise of options 32,322 (7,178)
Fractional shares (622) --
Purchase of treasury stock -- 7,500
--------- ------
Issued, June 30, 1999 1,240,727 7,609
Purchase of treasury stock -- 11,900
Issuance of stock 8,214 (1,675)
Conversion of Series E, F, G & H preferred stock 599,572 --
Issuance of shares in repayment of note 56,100 --
--------- ------
Issued, June 30, 2000 1,904,613 17,834
========= ======
Aristotle common shares reserved for future issuance consist of the
following:
27
<PAGE>
<TABLE>
<CAPTION>
2000 1999
<S> <C> <C>
Conversion of Series E -- 489,131
Conversion of Series F, G and H Preferred Stock -- 133,137
Exercise of options issued to Former Strouse Stockholders (Note 9) 35,208 35,208
Exercise of stock options granted under the Plan (Note 9) 130,429 118,429
Exercise of stock options granted outside of the Plan (Note 9) 20,000 20,000
------- -------
Total 185,637 796,431
======= =======
</TABLE>
(8) INCOME TAXES
The Company accounts for income taxes under the provisions of SFAS No.
109, "Accounting for Income Taxes" (SFAS 109). SFAS 109 utilizes the
liability method and deferred taxes are determined based on the estimated
future tax effects of differences between the financial statement and tax
basis of assets and liabilities given the provisions of enacted tax laws.
At June 30, 2000 and 1999, the principal components of deferred tax
assets, liabilities and the valuation allowance were as follows:
<TABLE>
<CAPTION>
---------------- 2000 ----------------
Current Asset Long-term Asset
(Liability) (Liability)
<S> <C> <C>
Federal net operating loss carryforwards $ - $ 17,505
State of Connecticut net operating loss carryforwards - 120
----------- -----------
- 17,625
Valuation allowance - (17,625)
----------- -----------
$ - $ -
=========== ===========
<CAPTION>
---------------- 1999 ----------------
Current Asset Long-term Asset
(Liability) (Liability)
<S> <C> <C>
Federal net operating loss carryforwards $ - $ 17,600
State of Connecticut net operating loss carryforwards - 100
----------- -----------
- 17,700
Valuation allowance - (17,700)
----------- -----------
$ - $ -
=========== ===========
</TABLE>
A valuation allowance has been recorded for the deferred tax assets as a
result of uncertainties regarding the realization of the asset, including
the lack of profitability to date and the variability of operating
results.
28
<PAGE>
Provision for (benefits from) income taxes are comprised of the following
for the years ended June 30, 2000, 1999 and 1998:
2000 1999 1998
Current:
Federal $ -- $ -- $ (1,199)
State 31 89 17
-------- -------- ---------
$ 31 $ 89 $ (1,182)
======== ======== ==========
The 1998 federal tax benefit relates to a tax refund of $1,919 resulting
from a tax loss carryback claim related to its 1996 tax year. In
connection therewith, the Company recorded an income tax benefit of
$1,199, which is net of a $720 reserve which is included in the
accompanying consolidated balance sheets. In addition, upon receipt of
such refund the Company was obligated to pay $480 as a result of a
contingent fee arrangement entered into in connection with this income tax
refund claim. The state tax provisions relate principally to minimum state
and franchise taxes.
At June 30, 2000, without giving consideration to the 1992 carryback claim
(see below), the Company had $50,600 of federal net operating loss
carryforwards which expire through 2011 and $1,600 of state net operating
loss carryforwards which expire through 2004.
Prior to October 2, 1992, Aristotle was the holding Company of First
Constitution Bank (the Bank). On October 2, 1992, the Federal Deposit
Insurance Company (FDIC) was appointed as receiver of the Bank and
Aristotle wrote off its investment in the Bank.
On its return for 1992 as originally filed, the Company made elections
under provisions set forth in regulations proposed by the Internal Revenue
Service in April 1992 as guidance for the application of Section 597 of
the Internal Revenue Code of 1986, as amended and under Section
1.1502.20(g)(1) of the Federal Income Tax Regulations to (i) disaffiliate
from the Bank for Federal income tax purposes and (ii) reattribute net
operating losses of the Bank in excess of $81,000 to the Company. The
application of the tax law with respect to the Company's election to
disaffiliate from the Bank and to reattribute the Bank's net operating
losses to the Company is not certain and, therefore, there is no assurance
that the Company could succeed to any of the Bank's net operating losses.
In September, 1996, the Company filed an amended Federal income tax return
for the year ending December 31, 1992 claiming a worthless stock deduction
of approximately $54,000 with respect to its stock in the Former Bank. As
a result of such amended returns, the Company has also claimed tax refunds
of approximately $10,000 resulting from the carryback of the Company's net
operating loss from 1992 to prior years. Pending final review by the
Internal Revenue Service, the Company has not recorded the $10,000 refund
claim in its consolidated financial statements. After consideration of
such carryback claim, the Company's remaining Federal net operating loss
carryforward related to the worthless stock deduction would be
approximately $30,800 and the Company's aggregate Federal net operating
loss deduction would be reduced from $50,600 to $28,600.
During 2000, the Company received from the Internal Revenue Service a
letter disallowing the two carryback claims filed on its amended 1992 and
1996 returns (see above). This disallowance at the field examination level
was not unexpected by the Company. The Company continues to believe the
claims have merit and, therefore, the Company is pursuing its case at the
Internal Revenue Service appellate level.
29
<PAGE>
There is no assurance that the Company will be entitled to any net
operating loss carryforwards arising from, or with respect to, its
interest in the Bank. Even if the Company is entitled to any net operating
loss carryforward arising from, or with respect to, its interest in the
Bank, its ability to utilize such carryforward is dependent upon many
factors including: (1) the acquisition by the Company of profitable
investments, and (2) avoiding a fifty percent "ownership change" as
defined in Section 382 of the Internal Revenue Code. If there is an
"ownership change," the tax loss carryforwards available to the Company
would be significantly reduced or eliminated. At a special stockholders
meeting held on April 8, 1994, the stockholders voted to restrict certain
stockholder transfers.
(9) STOCK OPTION PLANS
During fiscal 1997, the Board of Directors adopted the 1997 Stock Option
Plan, (the 1997 Plan). The 1997 Plan provides for granting up to 150,000
options to purchase shares of Common Stock of the Company. The term of the
options and vesting requirements shall be for such period as the Stock
Option Committee designates.
The Company established a Stock Option Plan in 1986 (the 1986 Plan) which
provided for the granting of nonincentive and incentive stock options to
directors and officers of the Company for the purchase of Aristotle common
stock. Nonincentive stock options and certain incentive stock options
granted under the Plan are generally exercisable after one year but within
ten years as of the date of the grant. Additionally, certain nonincentive
stock options granted under the Plan may be accompanied by stock
appreciation rights ("SAR"). The granting of such stock options (SAR's)
entitles the holder to surrender an option and receive cash equal to the
increase in the fair market value of the common stock from the date of
grant to the date of exercise.
In addition to the options outstanding under the foregoing plans, the
Company has granted directors and employees of the Company stock options
to purchase 20,000 common stock shares exercisable through December 3,
2004. Also, in connection with the Strouse Acquisition, the Company
granted 35,208 options to purchase shares of Aristotle common stock.
In October 1995, the Financial Accounting Standard Board issued Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (SFAS 123). SFAS 123 requires the measurement of the fair
value of stock options or warrants to be included in the statement of
operations or disclosed in the notes to financial statements. The Company
has determined that it will continue to account for stock-based
compensation for employees under Accounting Principles Board Opinion No.
25 and elect the disclosure-only alternative under SFAS 123.
The Company has computed the pro forma disclosures required under SFAS 123
for options granted in 2000, 1999 and 1998 using the Black-Scholes option
pricing model prescribed by SFAS 123. The weighted average assumptions
used as of June 30, 2000, 1999 and 1998 are as follows:
2000 1999 1998
Risk free interest rate 6.18% 4.76% 5.76%-5.83%
Expected dividend yield None None None
Expected lives 5 years 5 years 5 years
Expected volatility 62.3% 69.6% 77.2%-78.1%
Had compensation cost for the Company's stock option plans been determined
based on the fair value of the grant dates of awards under these plans
consistent with the method of SFAS 123, the
30
<PAGE>
Company's income (loss) from continuing operations applicable to common
shareholders would have been adjusted to reflect the following pro forma
amounts as of June 30, 2000, 1999 and 1998:
<TABLE>
<CAPTION>
2000 1999 1998
<S> <C> <C> <C>
Income (loss) from continuing operations
applicable to common shareholders:
As reported $ 565 $ (741) $ (35)
Pro forma $ 529 $ (888) $ (135)
Pro forma income (loss) from continuing
operations:
Basic earnings (loss) per share:
As reported $ .39 $ (.60) $ (.03)
Pro forma $ .36 $ (.72) $ (.11)
Pro forma income (loss) from continuing
operations:
Diluted earnings (loss) per share:
As reported $ .37 $ (.60) $ (.03)
Pro forma $ .35 $ (.72) $ (.11)
</TABLE>
In addition to the pro forma impact on continuing operations shown above,
options were granted to certain employees of Strouse during the year ended
June 30, 1998. The value of such options would have decreased net income
by $117.
Because the SFAS 123 method of accounting has not been applied to options
granted prior to July 1, 1995, the resulting pro forma compensation cost
may not be representative of that to be expected in future years.
A summary of the status of the Company's stock option plans and other
options as of June 30, 2000, 1999 and 1998, and changes during the years
then ended, is presented below:
<TABLE>
<CAPTION>
--------- 2000 --------- -------- 1999 --------- -------- 1998 ---------
Weighted- Weighted- Weighted-
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year 173,637 $ 6.42 173,137 $ 6.15 99,137 $ 15.24
Granted 12,000 5.05 40,000 5.88 83,000 4.80
Expired -- -- -- -- (9,000) --
Exercised -- -- (39,500) 4.66 -- --
-------- -------- --------- -------- -------- --------
Outstanding at end of year 185,637 $ 6.05 173,637 $ 6.42 173,137 $ 6.15
======== ========= ========
Options exercisable at year-end 164,637 $ 6.46 138,637 $ 6.70 143,137 $ 6.54
Weighted-average fair value of
options granted during the year $ 2.97 $ 3.61 $ 3.21
</TABLE>
31
<PAGE>
The following table summarizes information about stock options outstanding at
June 30, 2000:
<TABLE>
<CAPTION>
------------ Options Outstanding ------------- ---- Options Exercisable ---
Weighted-
Average
Number Remaining Number
Exercise Outstanding at Contractual Exercise Exercisable
Prices 6/30/00 Life Price at 6/30/00
<S> <C> <C> <C> <C>
$4.63 30,000 88.5 4.63 30,000
4.64 1,000 112.5 4.64 --
5.00 20,210 83.5 5.00 10,210
5.30 2,395 45.5 5.30 2,395
5.40 20,000 49.0 5.40 20,000
5.45 24,998 45.5 5.45 24,998
5.63 15,000 88.0 5.63 15,000
5.88 40,000 100.5 5.88 30,000
5.99 1,000 100.5 5.99 1,000
10.00 27,769 35.0 10.00 27,769
17.50 958 10.5 17.50 958
23.75 2,307 7.0 23.75 2,307
------- ----- -------
4.63-23.75 185,637 6.46 164,637
======= =======
</TABLE>
(10) RELATED PARTY TRANSACTIONS
During the years ended June 30, 2000, 1999 and 1998, the Company paid its
directors $175, $189 and $84, respectively, in compensation for services
as directors of the Company.
Simulaids has entered into a management services agreement with an
affiliate of a stockholder to provide Simulaids with strategic and
operational assistance. As part of this agreement, Simulaids agreed to pay
management fees of $100 per annum. During the years ended June 30, 2000
and 1999, the Company recorded approximately $100 and $16, respectively,
of expense as part of this agreement.
In the ordinary course of business, the Company sells its products to an
affiliate of a stockholder. Sales to this affiliate by the Company for the
year ended June 30, 2000 and 1999 were $350 and $92 respectively, and
accounts receivable from this affiliate at June 30, 2000 and 1999 were $14
and $11 respectively.
(11) COMMITMENTS AND CONTINGENCIES
401(k) Plan
Simulaids maintains a 401(k) Plan, the Simulaids, Inc. 401(k) Plan (the
Plan) for eligible employees. Employees are eligible to participate in the
Plan when they reach 21 years of age and have completed one year of
service. The Company's matching contribution is discretionary and can
change from year to year. For fiscal year 2000, the Company elected to
match 25% of employee contributions up to the first 6% of pay deferred.
Simulaids contributions to the Plan were $12, $12 and $10 in 2000, 1999
and 1998, respectively.
32
<PAGE>
(12) QUARTERLY DATA - UNAUDITED (000's OMITTED EXCEPT FOR PER SHARE DATA)
<TABLE>
<CAPTION>
------------------------2000-------------------------
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter
<S> <C> <C> <C> <C>
Net Sales $ 1,646 $ 1,687 $ 1,577 $1,803
Gross profit 671 708 776 783
Operating profit 151 118 148 125
Net income 156 168 181 169
Earnings per share:
Basic $ .08 $ .09 $ .12 $ .09
Diluted $ .08 $ .09 $ .10 $ .10
<CAPTION>
------------------------1999-------------------------
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter
<S> <C> <C> <C> <C>
Net Sales $ -- $ -- $ -- $ 947
Gross profit -- -- -- 177
Operating profit (171) (232) (252) (457)
Net income (loss) (44) (24) (225)** 696*
Earnings per share:
Basic $ (.09) $ (.07) $ (.23)** $ .53*
Diluted $ (.09) $ (.07) $ (.23)** $ .53*
</TABLE>
* Includes $911 gain on the sale of Strouse and operations of Simulaids,
acquired April 30, 1999.
** Includes loss on sale of discontinued operations of $150
(13) SUBSEQUENT EVENT FOOTNOTE
On September 14, 2000, Aristotle acquired 80% of the outstanding shares of
common stock of Safe Passage International, Inc., 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") for an aggregate purchase price of $1.8
million in cash plus possible additional future consideration of up to a
maximum of $2.3 million based on management's performance during calendar
years 2000 and 2001. Safe Passage develops and sells computer based
training products to government and industry clients.
33
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To The Board of Directors and Stockholders of
The Aristotle Corporation:
We have audited the accompanying consolidated balance sheets of The Aristotle
Corporation (a Delaware corporation) and subsidiaries as of June 30, 2000 and
1999, and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for each of the three years ended June 30,
2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Aristotle Corporation and
subsidiaries as of June 30, 2000 and 1999, and the results of their operations
and their cash flows for each of the three years ended June 30, 2000 in
conformity with accounting principles generally accepted in the United States.
/s/ Arthur Andersen LLP
Hartford, Connecticut
September 1, 2000
34
<PAGE>
SIMULAIDS, INC.
FINANCIAL STATEMENTS
FOR THE FOUR MONTHS ENDED APRIL 30, 1999
TOGETHER WITH
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
35
<PAGE>
SIMULAIDS, INC.
BALANCE SHEET
AS OF APRIL 30, 1999
ASSETS
Current assets:
Cash and cash equivalents $ 237,068
Trade accounts receivable 391,281
Inventories (Note 2) 933,454
Prepaid expenses and other current assets 147,392
----------
Total current assets 1,709,195
----------
Property, plant and equipment:
Land 61,944
Buildings and improvements 1,020,599
Machinery and equipment 1,298,975
Office furniture, fixtures and equipment 77,401
Computer equipment 243,291
Vehicles 46,164
----------
2,748,374
Less: accumulated depreciation
and amortization 1,557,552
----------
1,190,822
Other assets:
Patent costs, net of accumulated amortization
of $2,877 3,937
Deposits 2,786
----------
Total other assets 6,723
----------
$2,906,740
==========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Trade accounts payable $ 78,922
Accrued expenses 148,236
Current maturities of capital lease obligation 24,990
----------
Total current liabilities 252,148
----------
Capital lease obligation, net of current maturities 115,056
----------
Commitments and contingencies (Notes 3 and 4)
Shareholder's equity:
Common stock, $1 par value, 2,000 shares
authorized; 100 shares issued and outstanding 100
Additional paid-in capital 5,741
Retained earnings 2,533,695
----------
Total shareholder's equity 2,539,536
----------
$2,906,740
==========
The accompanying notes are an integral
part of this financial statement.
36
<PAGE>
SIMULAIDS, INC.
STATEMENT OF INCOME
FOR THE FOUR MONTHS ENDED APRIL 30, 1999
Net sales $ 1,896,860
Cost of goods sold 1,123,012
-----------
Gross profit 773,848
Selling expenses 81,313
General and administrative expenses 374,316
-----------
Income from operations -
manufacturing division 318,219
-----------
Operating loss - video division (2,082)
-----------
Other income (expense):
Interest income 3,420
Interest expense (3,110)
-----------
310
-----------
Income before income taxes
and shareholder's salary 316,447
State income tax provision 7,104
-----------
Income before shareholder's
salary 309,343
Shareholder's salary 77,196
-----------
Net income $ 232,147
===========
The accompanying notes are an integral
part of this financial statement.
37
<PAGE>
SIMULAIDS, INC.
STATEMENT OF SHAREHOLDER'S EQUITY
FOR THE FOUR MONTHS ENDED APRIL 30, 1999
Additional
Common Paid-in Retained
Stock Capital Earnings Total
----- ------- -------- -----
BALANCE, January 1, 1999 $100 $5,741 $ 3,075,268 $ 3,081,109
Net income -- -- 232,147 232,147
Distributions to
shareholder -- -- (773,720) (773,720)
---- ------ ----------- -----------
BALANCE, April 30, 1999 $100 $5,741 $ 2,533,695 $ 2,539,536
==== ====== =========== ===========
The accompanying notes are an integral
part of this financial statement.
38
<PAGE>
SIMULAIDS, INC.
STATEMENT OF CASH FLOWS
FOR THE FOUR MONTHS ENDED APRIL 30, 1999
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 232,147
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization 83,027
Changes in operating assets and liabilities:
Accounts receivable (169,331)
Inventories 51,789
Prepaid expenses and other current assets (98,651)
Deposits 13,023
Trade accounts payable 3,590
Accrued expenses and other payables 88,953
---------
Net cash provided by operating activities 204,547
---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (37,380)
---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital lease repayments (5,989)
Cash distributions to shareholder (423,211)
---------
Net cash used in financing activities (429,200)
---------
Net decrease in cash and cash equivalents (262,033)
CASH AND CASH EQUIVALENTS, beginning of year 499,101
---------
CASH AND CASH EQUIVALENTS, end of year $ 237,068
=========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 3,140
=========
Income taxes $ --
=========
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITY:
Non-cash asset distributions to shareholder $ 350,509
=========
Equipment acquired pursuant to capital lease obligations $ 146,035
=========
</TABLE>
The accompanying notes are an integral
part of this financial statement.
39
<PAGE>
SIMULAIDS, INC.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1999
1. Organization and Significant Accounting Policies:
Description of business -
Simulaids, Inc. (the "Company"), a New York subchapter S Corporation,
operates two plants in Woodstock, N.Y. engaged in the manufacturing of
manikins and related products. The Company sells both domestically and
internationally and creates training aids for emergency medical, rescue
and law enforcement personnel. The Company's raw materials are readily
available, and the Company is not dependent on a single supplier or only a
few suppliers. In addition, the Company operates a local retail video
rental facility in Saugerties, N.Y. The retail video rental facility and
associated assets were distributed to the owner in anticipation of the
sale of the Company (see Notes 4 and 6).
Cash and cash equivalents -
Cash equivalents consist of overnight repurchase agreement and money
market accounts with an initial term of three months or less at date of
purchase. For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments with original maturities of
three months or less to be cash equivalents.
Concentration of credit risk -
At April 30, 1999, accounts receivable from two customers accounted for
35% of the outstanding balance. No other customers had balances in excess
of 10% of the outstanding balance. Sales to those two customers accounted
for 34% of net sales during the four months ended April 30, 1999.
Inventories -
Inventories are stated at the lower of cost or market using the first-in,
first-out method.
Property, plant and equipment -
Deprecation on plant and equipment is calculated on the straight-line or
declining balance methods over the estimated useful lives of the assets.
Buildings 40
Machinery and equipment 7
Vehicles 5
Computer equipment 5-7
Office furniture, fixtures and equipment 7
Improvements various
40
<PAGE>
Expenditures for maintenance and repairs are charged to operations as
incurred. Renewals and betterments are capitalized.
Income taxes -
The Company is a subchapter S corporation and, accordingly, no provision
has been made for Federal income taxes since the tax is the responsibility
of the individual owner and not the Company. Income tax expense reflects
state income taxes at the Subchapter S rate.
Impairment of long-lived assets on long-lived assets to be disposed of -
The Company accounts for long-lived assets in accordance with the
provisions of SFAS No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of. This statement
requires that long-lived assets and certain identifiable intangibles be
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison
of the carrying amount of an asset to future net cash flows expected to be
generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceed the fair value of the assets. Assets
to be disposed of are reported at the lower of the carrying amount or fair
value less costs to sell.
Use of estimates -
Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities, revenues and expenses
and the disclosure of contingent assets and liabilities to prepare these
financial statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates.
2. Inventories:
At April 30, 1999 inventories consisted of the following:
Raw materials $280,036
Work-in-progress 112,014
Finished goods 541,404
--------
$933,454
========
41
<PAGE>
3. Capital Lease Obligations:
The Company entered into a capital lease for computer equipment in January
1999. The outstanding capital lease obligation at April 30, 1999 is as
follows:
Capital lese for computer equipment payable
in 60 monthly installments of $2,999,
including interest at a 8.54% rate $140,046
Less - current maturities (24,990)
--------
$115,056
========
Future capital lease principal payments for each twelve-month period ended
April 30 are as follows:
2000 $ 24,990
2001 27,210
2002 29,628
2003 32,260
2004 25,958
--------
$140,046
========
4. Distributions to Shareholder:
Included in the accompanying statement of shareholder's equity are
distributions to shareholder of $773,720, which represents $423,211 of
cash distributions and $350,509 of other asset distributions made in
contemplation of the sale of the Company (see Note 6). The $350,509 of
other asset distributions reflects the distribution of property and
associated assets related to the video business as well as the cash
surrender value of an officers life insurance policy, a vehicle and
certain artwork.
5. Commitments and Contingencies:
Operating leases -
The Company leases two of its facilities from the owner of the Company on
a month-to-month basis. Rent expense related to these facilities recorded
in the accompanying statement of income was approximately $3,000.
6. Subsequent Event:
Pursuant to a Stock Purchase Agreement dated April 30, 1999, the owner
sold all of its outstanding stock to the Aristotle Corporation for
$8,400,000.
42
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders of
Simulaids, Inc.
We have audited the accompanying balance sheet of Simulaids, Inc. (a New York
Subchapter S corporation) as of April 30, 1999 and the related statements of
income, shareholder's equity and cash flows for the four-month period then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Simulaids, Inc. as of April 30,
1999, and the results of its operations and its cash flows for the four-month
period then ended in conformity with generally accepted accounting principles.
/s/ Arthur Andersen LLP
Hartford, Connecticut
September 13, 1999
43
<PAGE>
SIMULAIDS, INC.
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1998 AND 1997
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
44
<PAGE>
SIMULAIDS, INC.
Balance Sheets
December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 499,101 662,920
Trade accounts receivable (notes 3 and 4) 221,950 224,456
Inventories (notes 2 and 3) 987,239 833,198
Prepaid expenses and other current assets 50,236 22,697
----------- -----------
Total current assets 1,758,526 1,743,271
----------- -----------
Property, plant and equipment:
Land 61,944 61,944
Buildings and improvements 1,020,291 994,550
Machinery and equipment 1,291,634 1,238,005
Leasehold improvements 83,585 83,585
Cassette tapes 1,032,142 939,460
Office furniture, fixtures and equipment 127,716 124,861
Computer equipment 122,163 111,253
Vehicles 61,028 61,028
----------- -----------
3,800,503 3,614,686
Less: accumulated depreciation and amortization 2,565,829 2,320,764
----------- -----------
Net property, plant and equipment 1,234,674 1,293,922
Other assets:
CSV of officer's life insurance, net of
loans of $18,012 in 1998 and 1997 199,900 182,727
Patent costs, net of accumulated
amortization of $2,366 in 1998 and $1,912
in 1997 4,089 4,543
Deposits 15,809 586
Loan commitment fee, net -- 2,275
----------- -----------
Total other assets 219,798 190,131
----------- -----------
Total assets $ 3,212,998 3,227,324
=========== ===========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Mortgage payable $ -- 127,500
Trade accounts payable 75,332 50,392
Corporate taxes payable 5,295 2,862
Due to shareholder -- 76,525
Accrued expenses 51,262 26,981
----------- -----------
Total liabilities 131,889 284,260
----------- -----------
Shareholder's equity:
Common stock, $1 par value.
Authorized 2,000 shares; issued and
outstanding 100 shares in 1998 and 1997 100 100
Additional paid-in capital 5,741 5,741
Retained earnings 3,075,268 2,937,223
----------- -----------
Total shareholder's equity 3,081,109 2,943,064
----------- -----------
Commitments and contingencies (note 3)
Total liabilities and shareholder's
equity $ 3,212,998 3,227,324
=========== =========
</TABLE>
See accompanying notes to financial statements.
45
<PAGE>
SIMULAIDS, INC.
Statements of Income
Years ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Net sales $ 5,860,417 $ 5,478,380 $ 5,624,835
Cost of goods sold 3,266,388 2,965,358 3,258,789
------------ ----------- -----------
Gross profit 2,594,029 2,513,022 2,366,046
Selling, expenses 330,507 491,776 460,577
General and administrative expenses 873,246 744,074 640,365
------------ ----------- -----------
Income from operations -
manufacturing division 1,390,276 1,277,172 1,265,104
------------ ----------- -----------
Operating income (loss) -
video division (2,330) 21,969 20,245
------------ ----------- -----------
Other income (expense):
Other 126 7,912 1,633
Interest income 28,788 11,646 8,692
Interest expense (note 6) (11,187) (13,963) (20,800)
------------ ----------- -----------
17,727 5,595 (10,475)
------------ ----------- -----------
Income before income taxes
and shareholder's salary 1,405,673 1,304,736 1,274,874
State income tax provision 13,700 8,383 5,563
------------ ----------- -----------
Income before shareholder's
salary 1,391,973 1,296,353 1,269,311
Shareholder's salary 228,903 221,290 593,397
------------ ----------- -----------
Net income $ 1,163,070 $ 1,075,063 $ 675,914
============ =========== ===========
</TABLE>
See accompanying notes to financial statements.
46
<PAGE>
SIMULAIDS, INC.
Statements of Shareholder's Equity
Years ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
Additional
Common paid-in Retained
stock capital earnings Total
------- ---------- ------------ ------------
<S> <C> <C> <C> <C>
Balance at December 31, 1995 $ 100 5,741 2,639,003 2,644,844
Net income -- -- 675,914 675,914
Distributions -- -- (751,068) (751,068)
------- ---------- ----------- -----------
Balance at December 31, 1996 100 5,741 2,563,849 2,569,690
Net income -- -- 1,075,063 1,075,063
Distributions -- -- (701,689) (701,689)
------- ---------- ----------- -----------
Balance at December 31, 1997 100 5,741 2,937,223 2,943,064
Net income -- -- 1,163,070 1,163,070
Distributions -- -- (1,025,025) (1,025,025)
------- ---------- ----------- -----------
Balance at December 31, 1998 $ 100 5,741 3,075,268 3,081,109
======= ========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
47
<PAGE>
SIMULAIDS, INC.
Statements of Cash Flows
Years ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 1,163,070 1,075,063 675,914
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 247,794 260,296 252,049
Changes in operating assets and liabilities:
Decrease in trade accounts receivable 2,506 1,903 134,100
Increase in inventories (154,041) (297) 2,727
(Increase) decrease in prepaid and other
current assets (27,539) 14,052 (17,809)
(Increase) decrease in deposits (15,223) 5,000 --
Increase (decrease) in trade accounts
payable 24,940 (6,961) (5,073)
Increase (decrease) in accrued and
other payables 26,714 294 (11,349)
----------- ----------- -----------
Net cash provided by
operations 1,268,221 1,349,350 1,030,559
----------- ----------- -----------
Cash flows from investing activities:
Increase in cash surrender value of
officers life insurance (17,173) (15,702) (15,373)
Purchase of property, plant and equipment (185,817) (137,378) (365,613)
----------- ----------- -----------
Net cash used in investing
activities (202,990) (153,080) (380,986)
----------- ----------- -----------
Cash flows from financing activities
Decrease in mortgage payable (127,500) (21,000) (151,352)
(Decrease) increase in due to shareholder (76,525) 76,525 --
Distributions to shareholder (1,025,025) (701,689) (751,068)
----------- ----------- -----------
Net cash used in financing
activities (1,229,050) (646,164) (902,420)
----------- ----------- -----------
Net (decrease) increase in cash
and cash equivalents (163,819) 550,106 (252,847)
Cash and cash equivalents at beginning of year 662,920 112,814 365,661
----------- ----------- -----------
Cash and cash equivalents at end of year $ 499,101 662,920 112,814
=========== =========== ===========
Supplemental cash flows information:
Cash paid during the year for interest $ 11,187 13,963 20,800
=========== =========== ===========
Cash paid during the year for income tax $ 14,900 5,500 11,300
=========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
48
<PAGE>
SIMULAIDS, INC.
Notes to Financial Statements
December 31, 1998 and 1997
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES
(a) DESCRIPTION OF BUSINESS
Simulaids, Inc. (the "Company") operates two plants in Woodstock, N.Y.
engaged in the manufacturing of manikins and related products. The
Company sells both domestically and internationally and creates
training aids for emergency medical, rescue and law enforcement
personnel. The Company's raw materials are readily available, and the
Company is not dependent on a single supplier or only a few suppliers.
In addition, the Company operates a local retail video rental facility
in Saugerties, N.Y.
(b) CASH EQUIVALENTS
Cash equivalents consist of overnight repurchase agreements and money
market accounts with an initial term of three months or less at date
of purchase. For purposes of the statements of cash flows, the Company
considers all highly liquid debt instruments with original maturities
of three months or less to be cash equivalents.
(c) INVENTORIES
Inventories are stated at the lower of cost or market using the first-
in, first-out method.
(d) PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment are stated at cost.
Depreciation on plant and equipment is calculated on the straight-line
or declining balance methods over the estimated useful lives of the
assets.
<TABLE>
<S> <C>
Buildings 40
Molds and Dies 7
Cars 5
Cassette tapes 1
Equipment 5-7
Furniture and fixtures 7
Improvements various
</TABLE>
49
<PAGE>
SIMULAIDS, INC.
Notes to Financial Statements
December 31, 1998 and 1997
(e) INCOME TAXES
The Company is a subchapter S corporation and, accordingly, no
provision has been made for Federal income taxes since the tax is the
responsibility of the individual owner and not the Company. Income tax
expense for 1998 and 1997 reflect state income taxes at the subchapter
S rate.
(f) USE OF ESTIMATES
Management of the Company has made a number of estimates and
assumptions relating to the reporting of assets and liabilities,
revenues and expenses and the disclosure of contingent assets and
liabilities to prepare these financial statements in conformity with
generally accepted accounting principles. Actual results could differ
from those estimates.
(g) IMPAIRMENT OF LONG-LIVED ASSETS ON LONG-LIVED ASSETS TO BE DISPOSED OF
The Company accounts for long-lived assets in accordance with the
provisions of SFAS No. 121, Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to Be Disposed Of. This
statement requires that long-lived assets and certain identifiable
intangibles be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset to future net cash
flows expected to be generated by the asset. If such assets are
considered to be impaired, the impairment to be recognized is measured
by the amount by which the carrying amount of the assets exceed the
fair value of the assets. Assets to be disposed of are reported at the
lower of the carrying amount or fair value less costs to sell.
(2) INVENTORIES
At December 31, 1998 and 1997, inventories consisted of the following:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Raw materials $283,167 $285,350
Work-in-progress 129,577 135,435
Finished goods 567,722 412,413
-------- --------
$980,466 $833,198
======== ========
</TABLE>
50
<PAGE>
SIMULAIDS, INC.
Notes to Financial Statements
December 31, 1998 and 1997
(3) COMMITMENTS AND CONTINGENCIES
FINANCIAL GUARANTEES
As of December 31, 1998, the Company has issued guarantees aggregating
$3.5 million on borrowings by the owner of the Company. The guarantees are
secured by accounts receivable, fixed assets and inventory of the
suppliers. No amount has been accrued for the Company's obligation under
its guaranty arrangements.
LEASES
The Company leases two of its facilities from the owner of the Company on a
month-to-months basis. Rent expense related to these facilities was
$19,305, $18,900 and $19,766 in 1998, 1997 and 1996, respectively.
(4) BUSINESS AND CREDIT CONCENTRATIONS
The Company's customers are located throughout the United States and
internationally. Three, two and two customers accounted for more than five
percent of the Company's sales in 1998, 1997 and 1996, respectively, and no
account receivable from any customer exceeded $50,000 at December 31, 1998.
The Company estimates an allowance for doubtful accounts based on the
credit worthiness of its customers as well as general economic conditions.
Consequently, an adverse change in those factors could effect the Company's
estimate of its bad debts.
(5) MORTGAGE PAYABLE
At December 31, 1997, the Company had a mortgage loan in the amount of
$127,500 bearing interest at 10% annually. The loan was repaid in 1998.
Interest expense for 1998, 1997 and 1996 was $11,187, $13,963 and $20,800,
respectively.
51
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Simulaids, Inc.:
We have audited the accompanying balance sheet of Simulaids, Inc. as of December
31, 1998. Further, we were engaged to audit the accompanying balance sheet as
of December 31, 1997, and the related statements of income, shareholder's equity
and cash flows for the years ended December 31, 1998, 1997 and 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
Except as discussed in the following paragraph, we conducted our audit in
accordance with generally accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
Because we were not engaged as auditors until after December 31, 1997, we were
not present to observe the physical inventory taken for December 31, 1997, 1996
or 1995 and we were unable to satisfy ourselves regarding inventory quantities
by means of other audit procedures. Furthermore, the Company did not maintain
certain of its accounting records with respect to inventories at those dates,
and adequate evidential matter in support of recorded transactions was not
available in all cases. The amount of inventory at December 31, 1997, 1996 and
1995, materially affects the determination of the results of operations and cash
flows for the years ended December 31, 1998, 1997 and 1996.
Because of the matter discussed in the preceding paragraph the scope of our work
was not sufficient to enable us to express, and we do not express, an opinion on
the financial position at December 31, 1997 or on the results of its operations
and its cash flows for the years ended December 31, 1998, 1997 and 1996.
In our opinion, the balance sheet of Simulaids, Inc. as of December 31, 1998
presents fairly, in all material respects, the financial position of Simulaids,
Inc. as of December 31, 1998 in conformity with generally accepted accounting
principles.
/s/ KPMG LLP
KPMG LLP
March 19, 1999
52
<PAGE>
FORM 10-K CROSS REFERENCE INDEX
<TABLE>
<S> <C>
PART I
Item 1. Business............................................................ 54
Item 2. Properties.......................................................... 56
Item 3. Legal Proceedings................................................... 56
Item 4. Submission of Matters to a Vote of Security Holders................. 56
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters................................................. 57
Item 6. Selected Financial Data............................................. 57
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................... 57
Item 8. Financial Statements and Supplementary Data......................... 57
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure ........................................... 57
PART III
Item 10. Directors and Executive Officers of the Registrant.................. 58
Item 11. Executive Compensation.............................................. 58
Item 12. Security Ownership of Certain Beneficial Owners and Management...... 58
Item 13. Certain Relationships and Related Transactions...................... 58
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.... 59
</TABLE>
53
<PAGE>
PART I
ITEM 1. Business
General. The Aristotle Corporation ("Aristotle") is a holding company
which, through its wholly-owned subsidiary, Simulaids, Inc. ("Simulaids"),
manufactures health and medical education teaching aids. 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.
Previously Aristotle, through its wholly-owned subsidiary, Aristotle Sub,
Inc. ("ASI"), owned approximately 97% of The Strouse, Adler Company ("Strouse").
Aristotle formed ASI in 1993 to acquire Strouse (the "Strouse Acquisition"). On
January 2, 1998, ASI was merged into Aristotle (the "ASI Merger") and,
accordingly, Strouse became a wholly-owned subsidiary of Aristotle. On June 30,
1998, Aristotle consummated the sale of substantially all of the assets and
certain of the liabilities of Strouse to Sara Lee Corporation (the "Strouse
Sale"). On July 2, 1998, Strouse changed its name to "S-A Subsidiary, Inc."
In September 2000, Aristotle acquired 80% of the outstanding stock of Safe
Passage International, Inc. ("Safe Passage"), a privately-held Rochester, New
York-based company that develops and sells computer based training products to
government and industry clients (see "Recent Developments").
Business Strategy. Aristotle's business strategy is to position the
Company in the fast growing for-profit education and training industry through
acquisitions and the development of its wholly-owned subsidiary, Simulaids, and
its recently-acquired subsidiary, Safe Passage. The following discussion
pertains to Simulaids, Aristotle's sole operating subsidiary during the fiscal
year ended June 30, 2000.
Products. Simulaids designs, manufactures and markets health and medical
education teaching aids. Simulaids' proprietary products include manikins and
simulation kits used for training in CPR, emergency rescue and patient care. For
the most recent year, approximately 71% of Simulaids' total net sales were
attributable to manikins and the remaining 29% of total net sales were
attributable to simulation kits and other teaching aids.
Marketing and Distribution. Simulaids' products are marketed and
distributed throughout the United States and internationally via distributors
and catalogs to end users such as fire and emergency departments and nursing and
medical schools. The Simulaids' sales executives, who are full-time employees of
the Company, are responsible for marketing the Simulaids' products in the
continental United States and internationally.
Simulaids currently sells products under its brand names primarily to
distributors. One of Simulaids' customers, Armstrong Medical Industries,
individually accounted for approximately 24% of total net sales for fiscal 2000.
If this customer substantially reduced the amount of products it purchased from
Simulaids, Simulaids' financial condition could be adversely affected.
Manufacturing and Raw Materials. Simulaids conducts all manufacturing
operations at its facility located in Woodstock, New York. The design and
manufacture of the health and medical teaching aids are complex, requiring
specialized and sophisticated machinery and tools. Simulaids uses principally
plastics in the manufacture of its products. This raw material is generally
available from multiple sources and Simulaids currently obtains raw materials
from four sources. Simulaids purchases
54
<PAGE>
the majority of its raw materials from sources within the United States. In the
event that a supplier would no longer be able to supply certain raw materials to
Simulaids, Simulaids would have access to substitute raw materials. However,
there can be no assurance that Simulaids would have immediate access to these
substitute raw materials on a timely basis. Any delays in obtaining raw
materials could cause Simulaids to experience delays in production.
Intellectual Property. Patents, trademarks, and trade secrets are the
principal protection sources for Simulaids' products. Simulaids owns two
federally registered patents, one for a disposable protective sleeve having a
pneumatic action and one for a cardiopulmonary resuscitation manikin with
antiseptic cleaning system. Simulaids considers all of the patents, licenses and
trademarks to be valuable property rights. Simulaids believes that the
protection afforded by these intellectual property rights and the law of trade
secrets is adequate protection for its products. However, it is possible for a
competitor to develop near imitations of Simulaids' products without violating
those rights.
Competition. The health and medical education teaching aids industry is
highly competitive. Simulaids' products compete for customers with numerous
manufacturers of well-known brands of teaching products.
The principal competitive factors in the health and medical education
teaching aids market are quality, price, design of products, engineering and
customer service. Some of Simulaids' competitors have greater financial and
other resources and are, therefore, able to expend more resources and effort
than Simulaids in areas such as marketing and product development.
Employees. As of September 1, 2000, the Company employed 60 full-time,
non-union employees.
Bank Financing. On September 27, 1999, Simulaids and Citizens Bank of
Connecticut (Citizens) entered into a $2.5 million Credit Agreement. The credit
agreement was comprised of three facilities (Credit Facilities):
(a) $1,200,000 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) $800,000 Seven-Year Mortgage - Principal payments are scheduled on a
----------------------------
fifteen-year straight-line amortization, with a balloon payment at
the seven-year maturity. The interest rate is charged at the rate of
LIBOR plus 200 basis points on a 30, 60, 90 or 180 day LIBOR rate at
Simulaids' election.
(c) $500,000 Two-Year Revolving Line of Credit - Borrowing availability
------------------------------------------
under the line of credit is determined by a borrowing base which is
equal to the sum of 80% of eligible accounts receivable and 50% of
eligible inventory, with a maximum borrowing of $500,000. There are
no scheduled principal payments. The interest rate is charged at the
rate of LIBOR plus 175 basis points on a 30, 60, 90 or 180 day LIBOR
rate at Simulaids' election.
As of June 30, 2000, the balance outstanding on the term loan was
$1,058,000 and the balance outstanding on the mortgage was $756,000. Future
monthly principal payments on the term loan and mortgage are $14,000 and $5,000,
respectively. As of June 30, 2000, Simulaids had not drawn on the line of
credit.
55
<PAGE>
Background Regarding Aristotle. Aristotle is the former holding company of
First Constitution Bank (the "Bank"), which was Aristotle's only subsidiary and
which, on October 2, 1992, was seized by the FDIC. On April 11, 1994, Aristotle
acquired Strouse through ASI pursuant to the terms of a Capital Contribution
Agreement and certain other agreements. As a result of the Strouse Acquisition,
Aristotle owned approximately 97% of the issued and outstanding common stock of
ASI, which in turn owned all of the outstanding capital stock of Strouse. As a
result of the ASI Merger in January of 1998, Aristotle directly owned all of the
issued and outstanding capital stock of Strouse. On June 30, 1998, Aristotle
sold substantially all the assets of Strouse. On April 30, 1999, Aristotle
acquired all the outstanding stock of Simulaids, Inc., a manufacturer of health
and medical education teaching aids.
Aristotle was organized in 1986 and is chartered in the State of Delaware.
On April 14, 1993, Aristotle changed its name from First Constitution Financial
Corporation to "The Aristotle Corporation." In May 1994, Aristotle effectuated a
one for ten reverse stock split.
ITEM 2. Properties
At present, Aristotle's executive office occupies a 1,500 square foot
office in New Haven, Connecticut that is leased from 27 Elm Street, LLC for rent
of approximately $9.00 per square foot. Simulaids' office is located at 12 Dixon
Avenue, Woodstock, New York and is comprised of two buildings totaling 46,000
square feet. Both buildings are owned by Simulaids. Safe Passage's office is
located at 333 Metro Park, Rochester, New York that is leased from Metro
Business Complex for rent of approximately $9.50 per square foot.
ITEM 3. Legal Proceedings
Aristotle is not a party to any material legal proceedings. See
"Management's Discussion and Analysis of Financial Condition and Result of
Operations - Income Taxes" and Note 8 - "Income Taxes" to the Consolidated
Financial Statements with regard to the status of Aristotle's claims for tax
refunds with the Internal Revenue Service.
ITEM 4. Submission of Matters to a Vote of Security Holders
None.
56
<PAGE>
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters
The table below sets forth the high and low prices per share of Common
Stock during the fiscal quarters indicated.
Market Price $
--------------
High Low
---- ---
Fiscal Year Ended June 30, 2000:
June 30.......................... 9.625 3.500
March 31......................... 5.438 3.000
December 31...................... 5.500 3.750
September 30..................... 6.500 5.000
Fiscal Year Ended June 30, 1999:
June 30.......................... 6.719 5.625
March 31......................... 8.000 5.375
December 31...................... 6.938 5.125
September 30..................... 8.625 5.500
The Common Stock is listed for trading on the NASDAQ SmallCap Market under
the symbol "ARTL." As of August 31, 2000, there were approximately 3,643
stockholders of record and 1,724 additional beneficial stockholders
(stockholders holding Common Stock in brokerage accounts). See also
"Management's Discussion and Analysis of Financial Condition and Results of
Operation" and Note 1 of the Notes to Consolidated Financial Statements.
ITEM 6. Selected Financial Data
Selected consolidated financial data of the Company can be found on page 2
of this report.
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
"Management's Discussion and Analysis of Financial Condition and Results
of Operations" can be found on pages 4 to 12 of this report.
ITEM 8. Financial Statements and Supplementary Data
The Consolidated Financial Statements of the Company and its subsidiaries,
together with the related Notes to Consolidated Financial Statements and the
report of independent accountants, can be found on pages 13 to 33 of this
report. The Financial Statements of Simulaids for the four months ended April
30, 1999, together with the related Notes to Financial Statements and the report
of independent accountants, can be found on pages 35 to 43 of this report. The
Financial Statements of Simulaids, together with the related Notes to Financial
Statements and the report of independent accountants, can be found on pages 44
to 51 of this report.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
57
<PAGE>
PART III
ITEM 10. Directors and Executive Officers of the Registrant
Aristotle will furnish to the Securities and Exchange Commission a
definitive proxy statement (the "Proxy Statement") not later than 120 days after
the close of the fiscal year ended June 30, 2000. The information required by
this time is incorporated herein by reference to the Proxy Statement.
ITEM 11. Executive Compensation
The information required by this item is incorporated herein by reference
to the Proxy Statement.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is incorporated herein by reference
to the Proxy Statement.
ITEM 13. Certain Relationships and Related Transactions
The information required by this item is incorporated herein by reference
to the Proxy Statement.
58
<PAGE>
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following are filed as part of this report:
(1) Financial Statements:
Consolidated Balance Sheets........................................ 14
Consolidated Statements of Operations.............................. 15
Consolidated Statements of Changes in Stockholders' Equity......... 16
Consolidated Statements of Cash Flows.............................. 17
Notes to Consolidated Financial Statements......................... 18
Report of Independent Public Accountants........................... 34
(2) Financial Statement Schedules:
Report of Independent Public Accountants on Schedules.............. S-1
Schedule II--Valuation and Qualifying Accounts..................... S-2
All other schedules are omitted because they are not applicable, or not
required, or because the required information is included in the consolidated
financial statements or notes thereto.
(3) Exhibits:
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.
59
<PAGE>
Exhibit 4.2--Certificate of Powers, Designations, Preferences and
Relative, Participating, Optional and other Special Rights of the Series E
Convertible Preferred Stock of the Registrant, incorporated herein by
reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997.
Exhibit 4.3--Certificate of Powers, Designations, Preferences and
Relative, Participating, Optional and other Special Rights of the Series
F, G and H Convertible Preferred Stock of the Registrant, incorporated
herein by reference to Exhibit 4.2 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30,1997.
Exhibit 4.4--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 4.5--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 4.6--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 4.7--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.
Exhibit 4.8--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.
Exhibit 4.9--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--Pledge and Escrow Agreement dated as of April 11, 1994 by
and among Aristotle Sub, Inc. and certain other parties, incorporated
herein by reference to Exhibit 2.8 of the Registrant's Current Report on
Form 8-K dated April 14, 1994, as amended.
Exhibit 10.2--Security Agreement dated as of April 11, 1994 by and among
The Strouse, Adler Company and certain other parties, incorporated herein
by reference to Exhibit 2.9 of the Registrant's Current Report on Form 8-K
dated April 14, 1994, as amended.
Exhibit 10.3--Term Promissory Notes dated April 11, 1994 payable to The
Aristotle Corporation, incorporated herein by reference to Exhibit 2.12 of
the Registrant's Current Report on Form 8-K dated April 14, 1994, as
amended.
Exhibit 10.4--Employment Agreement dated as of December 1, 1998 by and
between The Aristotle Corporation and Paul McDonald, incorporated herein
by reference to Exhibit 10.1 of the Registrant's Registration Statement on
Form S-3 filed on December 16, 1998.
60
<PAGE>
Exhibit 10.5--Stockholder Loan Pledge Agreements dated as of April 11,
1994 by and between certain parties and The Aristotle Corporation,
incorporated herein by reference to Exhibit 2.13 of the Registrant's
Current Report on Form 8-K dated April 14, 1994, as amended.
Exhibit 10.6--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 10.7--Form of Stock Option Agreement (for non-employee directors).
Incorporated herein by reference to Exhibit 10.3 of the 1992 Form 10-K.
Exhibit 10.8--Form of Incentive Stock Option Agreement (for employees).
Incorporated herein by reference to Exhibit 10.4 of the 1992 Form 10-K.
Exhibit 10.9--Letter Agreement by and among The Aristotle Corporation,
Aristotle Sub, Inc., Alfred Kniberg and David Howell dated June 27, 1995.
Incorporated herein by reference to Exhibit 10.3 of The Aristotle
Corporation Annual Report on Form 10-K for the fiscal year ended June 30,
1995.
Exhibit 10.10--Letter Agreement dated October 27, 1995 Re: Amended Put
Rights. Incorporated herein by reference to Exhibit 10.1 of The Aristotle
Corporation Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 1995.
Exhibit 10.11--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 10.12--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 10.13--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 21.1--Subsidiaries of The Aristotle Corporation is attached hereto
as Exhibit 21.1.
Exhibit 23 --Consent of KPMG LLP is attached hereto as Exhibit 23.
Exhibit 27 --Financial Data Schedule is attached hereto as Exhibit 27.
(b) Reports on Form 8-K:
A Report on Form 8-K, as amended, was filed on May 18, 1999.
(c) See (a)(3) above.
(d) See (a)(2) above.
61
<PAGE>
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: September 27, 2000
/s/ Paul McDonald
--------------------------------------------------
Paul McDonald
Its Chief Financial Officer and Secretary
(principal financial and chief accounting officer)
Date: September 27, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John J. Crawford President, Chief Executive September 27, 2000
----------------------------- Officer, Chairman of the
John J. Crawford Board and Director
(principal executive officer)
/s/ Paul McDonald Chief Financial Officer and September 27, 2000
----------------------------- Secretary (principal financial
Paul McDonald and accounting officer)
/s/ Betsy Henley-Cohn Director September 27, 2000
-----------------------------
Betsy Henley-Cohn
/s/ Robert L. Fiscus Director September 27, 2000
-----------------------------
Robert L. Fiscus
/s/ John L. Lahey Director September 27, 2000
-----------------------------
John L. Lahey
</TABLE>
62
<PAGE>
/s/ Steven B. Lapin Director September 27, 2000
-----------------------------
Steven B. Lapin
/s/ Daniel J. Miglio Director September 27, 2000
-----------------------------
Daniel J. Miglio
/s/ Edward Netter Director September 27, 2000
-----------------------------
Edward Netter
/s/ Sharon M. Oster Director September 27, 2000
-----------------------------
Sharon M. Oster
/s/ John C. Warfel Director September 27, 2000
-----------------------------
John C. Warfel
63
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULES
To The Board of Directors and Stockholders of
The Aristotle Corporation:
We have audited in accordance with auditing standards generally accepted in the
United States, the financial statements included in The Aristotle Corporation's
Form 10-K and have issued our report thereon dated September 1, 2000. Our audit
was made for the purpose of forming an opinion on those statements taken as a
whole. The schedule listed in the index of financial statements is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
/s/ Arthur Andersen LLP
Hartford, Connecticut
September 1, 2000
S-1
<PAGE>
FINANCIAL STATEMENT SCHEDULES INDEX
Schedule II - Valuation and Qualifying Accounts
THE ARISTOTLE CORPORATION AND SUBSIDIARY
Valuation Accounts
(Dollars in thousands)
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
Additions(1)
Balance at Charged to Balance at
beginning costs and Deductions/ end of
of period expenses write-offs period
<S> <C> <C> <C> <C>
Fiscal year ended June 30, 2000
Inventory reserve $ -- $ 30 $ -- $ 30
Fiscal year ended June 30, 1999
Accounts receivable reserve $ -- $ -- $ -- $ --
Fiscal year ended June 30, 1998
Accounts receivable reserve $ 122 $ 26 $ (148) $ --
Co-op advertising reserve 50 408 (458) --
Accounts receivable - long-term reserve 9 6 (15) --
</TABLE>
S-2
<PAGE>
EXHIBIT INDEX
Exhibit 21.1 --Subsidiaries of The Aristotle Corporation
Exhibit 23 --Consent of KPMG LLP
Exhibit 27 --Financial Data Schedule
