Form 8-K



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT


PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934


DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 20, 2009



THE ARISTOTLE CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



DELAWARE

0-14669

06-1165854

(STATE OR OTHER JURISDICTION

(COMMISSION FILE

(I.R.S. EMPLOYER

OF INCORPORATION)

NUMBER)

IDENTIFICATION NO.)



96 CUMMINGS POINT ROAD, STAMFORD, CONNECTICUT

 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)



06902

(ZIP CODE)



(203) 358-8000

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))










Page 1 of 2 Pages







Page 2 of 2 Pages

Item 2.02 Results of Operations and Financial Condition.


On March 20, 2009, the Company issued a press release announcing financial results for the quarter and the year ended December 31, 2008, a copy of which is attached as Exhibit 99.1.


Item 9.01 Financial Statements and Exhibits.


(d)

Exhibits


Exhibit 99.1 - Press release of The Aristotle Corporation, dated March 20, 2009.


The information in this Form 8-K and the Exhibit attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, unless expressly set forth by specific reference in such filing.






SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


THE ARISTOTLE CORPORATION

 

(Registrant)

 

By:  /s/  H. William Smith

 

Name:  H. William Smith

Title:    Vice President, General Counsel

 

and Secretary

  


Date:  March 23, 2009





EXHIBITS


Exhibit 99.1 Press release issued March 20, 2009.





Exhibit 99.1

For Immediate Release

News Release

Contacts:

Bill Smith or Dean Johnson

The Aristotle Corporation

Phone: (203) 358-8000 or (920) 563-2446

Fax: (203) 358-0179 or (920) 563-0234

wsmith@ihc-geneve.com

int@enasco.com


The Aristotle Corporation Announces Fourth Quarter and Calendar 2008 Results

 

Stamford, CT, March 20, 2009 - The Aristotle Corporation (NASDAQ: ARTL; ARTLP) announced today the following:


Results for Quarter and Calendar Year ended December 31, 2008


For the calendar year ended December 31, 2008, net sales were $212.8 million compared to $211.6 million for the calendar year ended December 31, 2007, and earnings from operations were $34.6 million compared to $35.0 million.  For the quarter ended December 31, 2008, net sales were $40.6 million versus $43.6 million for the quarter ended December 31, 2007, and earnings from operations were $4.3 million versus $5.7 million.  


For the calendar year ended December 31, 2008, there were net earnings applicable to common stockholders of $15 thousand, or $.00 per diluted common share, compared to net earnings of $14.9 million, or $.84 per diluted common share, for the calendar year ended December 31, 2007.  For the quarter ended December 31, 2008, there was a net loss applicable to common stockholders of $12.0 million, or ($.67) per diluted common share, versus net earnings of $3.1 million, or $.17 per diluted common share, for the quarter ended December 31, 2007.  The net results applicable to common stockholders for the quarter and calendar year ended December 31, 2008 reflect the unfavorable impact of a $12.4 million after-tax loss related to certain externally managed investments.    


Steven B. Lapin, Aristotle’s President and Chief Operating Officer, stated, “In the face of severely deteriorating general economic conditions during the latter part of 2008, the Company nevertheless successfully produced substantial revenues and earnings from operations during the fourth quarter and full calendar year.  The K-12 school markets, as well as the commercial markets served by the Company, are dependent on the vitality of state and local economies.  Management is cautiously hopeful that the recently enacted American Recovery and Reinvestment Act of 2009 will help combat recessionary trends and unlock meaningful educational spending for the new budget year that begins in July 2009.”


Dean Johnson, Aristotle’s Chief Financial Officer, stated, “While management is disappointed by the investment related losses which impacted the results for the 2008 fourth quarter and calendar year, the Company’s financial condition is strong.  With a net worth of $110.9 million, borrowing capacity of $40 million, and substantial Company liquidity, the loss of asset value will not interfere with on-going business activities, including unsurpassed service to customers.”    


About Aristotle


The Aristotle Corporation, founded in 1986, and headquartered in Stamford, CT, is a leading manufacturer and global distributor of educational, health, medical technology and agricultural products.  A selection of over 80,000 items is offered, primarily through more than 49 separate catalogs carrying the brand of Nasco (founded in 1941), as well as those bearing the brands of Life/Form®, Whirl-Pak®, Simulaids, Triarco, Spectrum Educational Supplies, Hubbard Scientific, Scott Resources, Haan Crafts, To-Sew, CPR Prompt®, Ginsberg Scientific and Summit Learning.  Products include educational materials and supplies for substantially all K-12 curricula, molded plastics, biological materials, medical simulators, health care products and items for the agricultural, senior care and food industries.  Aristotle has approximately 850 full-time employees at its operations in Fort Atkinson, WI, Modesto, CA, Fort Collins, CO, Plymouth, MN, Saugerties, NY, Chippewa Falls, WI, Otterbein, IN and Newmarket, Ontario, Canada.


There are approximately 18.0 million shares outstanding of Aristotle common stock (NASDAQ: ARTL) and approximately 1.1 million shares outstanding of Series I preferred stock (NASDAQ: ARTLP); there are also approximately 11.0 million privately-held shares outstanding of Series J preferred stock.  Aristotle has about 3,600 stockholders of record.  


Further information about Aristotle can be obtained on its website, at aristotlecorp.net.


Safe Harbor under the Private Securities Litigation Reform Act of 1995

 

To the extent that any of the statements contained in this release are forward-looking, such statements are based on current expectations that involve a number of uncertainties and risks that could cause actual results to differ materially from those projected or suggested in such 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 additional acquisitions; (iii) the ability of Aristotle to manage any to-be acquired businesses; (iv) there is not an active trading market for the Company’s securities and the stock prices thereof are highly volatile, due in part to the relatively small percentage of the Company’s securities which is not held by the Company’s majority stockholder and members of the Company’s Board of Directors and management;  (v) the ability of Aristotle to retain and utilize its deferred tax positions; and (vi) other factors identified in Item 1A, Risk Factors, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.  As a result, Aristotle’s future development efforts involve a high degree of risk.  For further information, please see Aristotle’s filings with the Securities and Exchange Commission, including its Forms 10-K 10-K/A, 10-Q and 8-K.                                         





THE ARISTOTLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

(Unaudited)


 

Three Months Ended

 

Year Ended

 

 

December 31,

 

December 31,

 

 

2008

 

2007

 

2008

 

2007

 

 

 

 

 

 

 

 

 

Net sales

$

40,615

 

43,600

 

212,817

 

211,550

Cost of sales

 

24,692

 

26,681

 

129,808

 

129,590

 

Gross profit

 

15,923

 

16,919

 

83,009

 

81,960

 

 

 

 

 

 

 

 

 

Selling and administrative expense

 

11,632

 

11,252

 

48,427

 

46,929

 

Earnings from operations

 

4,291

 

5,667

 

34,582

 

35,031

 

 

 

 

 

 

 

 

 

Other (expense) income:

 

 

 

 

 

 

 

 

 

Interest expense

 

(245)

 

(321)

 

(1,078)

 

(1,403)

 

Other, net

 

(19,967)

 

287

 

(19,805)

 

1,503

 

 

(20,212)

 

(34)

 

(20,883)

 

100

 

Earnings (loss) before income taxes

 

(15,921)

 

5,633

 

13,699

 

35,131

 

 

 

 

 

 

 

 

 

Income tax expense (benefit):

 

 

 

 

 

 

 

 

 

Current

 

(3,685)

 

(1,155)

 

6,883

 

7,441

 

Deferred

 

(2,386)

 

1,534

 

(1,822)

 

4,157

 

 

 

(6,071)

 

379

 

5,061

 

11,598

 

 

 

 

Net earnings (loss)

 

(9,850)

 

5,254

 

8,638

 

23,533

 

 

 

 

 

 

 

 

 

Preferred dividends

 

2,156

 

2,156

 

8,623

 

8,626

 

Net earnings (loss) applicable to

 common stockholders

$

(12,006)

 

3,098

 

15

 

14,907

 

 

 

 

 

 

 

 

 

Earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

Basic

$

(.67)

 

.17

 

.00

 

.84

 

Diluted

$

(.67)

 

.17

 

.00

 

.84

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

17,962,875

 

17,945,991

 

17,962,376

 

17,651,361

 

Diluted

 

17,962,875

 

17,966,233

 

17,968,981

 

17,669,161










THE ARISTOTLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 (in thousands)

(unaudited)




Assets

 

December 31, 2008

 

December 31,   2007

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

Marketable securities

$

15,290

4,437

 

5,604

3,335

 

 

Investments

 

2,876

 

18,150

 

 

Accounts receivable, net

 

14,048

 

15,631

 

 

Inventories, net

 

44,653

 

42,297

 

 

Prepaid expenses and other

 

8,542

 

9,071

 

 

Income taxes receivable

 

5,396

 

540

 

 

Deferred income taxes

 

4,644

 

2,484

 

 

Total current assets

 

99,886

 

97,112

 

 

 

 

 

 

 

Property, plant and equipment, net

 

27,808

 

27,476

 

 

 

 

 

 

 

Goodwill

 

13,712

 

14,476

 

Deferred income taxes

 

6,668

 

5,646

 

Investments

 

4,318

 

4,279

 

Other assets

 

884

 

446

 

 

Total assets

$

153,276

 

149,435

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Current installments of long-term debt

$

294

 

305

 

 

Trade accounts payable

 

9,576

 

10,500

 

 

Accrued expenses

 

11,641

 

6,765

 

 

Accrued dividends payable

 

2,156

 

2,156

 

 

Total current liabilities

 

23,667

 

19,726

 

 

 

 

 

 

 

Long-term debt, less current installments

 

10,364

 

8,655

 

Long-term pension obligations

 

5,891

 

2,944

 

Other long-term accruals

 

2,467

 

2,429

 

 

 

Total liabilities

 

42,389

 

33,754

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

Preferred stock, Series I

 

6,489

 

6,489

 

 

Preferred stock, Series J

 

65,760

 

65,760

 

 

Common stock

 

180

 

179

 

 

Additional paid-in capital

 

7,690

 

7,580

 

 

Retained earnings

 

34.979

 

34,964

 

 

Accumulated other comprehensive income (loss)

 

(4,211)

 

709

 

 

Total stockholders' equity

 

110,887

 

115,681

 

 

Total liabilities and stockholders' equity

$

153,276

 

149,435