SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 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 AND SUBSIDIARY (Exact name of registrant as specified in its charter) DELAWARE 06-1165854 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 129 Church Street, Suite 810 New Haven, Connecticut 06510 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 867-4090 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No As of April 30, 1995, 1,087,534 shares of Common Stock were outstanding. THE ARISTOTLE CORPORATION AND SUBSIDIARY INDEX OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Part I - Financial Information Item 1 - Financial Statements (Unaudited) Condensed Consolidated Balance Sheets at March 31, 1995 and June 30, 1994 3 Condensed Consolidated Statements of Operations for the Three and Nine Months Ended March 31, 1995 and 1994 4 Condensed Consolidated Statements of Changes in Stockholders' Equity for the Nine Months Ended March 31, 1995 5 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 1995 and 1994 6 Notes to Condensed Consolidated Financial Statements 7 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Part II - Other Information Item 1 - Legal Proceedings 14 Item 6 - Exhibits and Reports on Form 8-K 14 THE ARISTOTLE CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (dollars in thousands, except for share data) March 31, June 30, 1995 1994 ASSETS Current assets: Cash and cash equivalents $ 186 $ 12 Accounts receivable, net of reserves of $111 and $177, respectively 3,321 3,564 Inventories 12,142 10,071 Other current assets 938 1,288 Total current assets 16,587 14,935 Property and equipment, net 902 581 Other assets: Marketable securities held in escrow at market value 4,682 4,638 Employee notes receivable 354 354 Goodwill, less amortization of $33 and $8, respectively 1,761 1,610 Patents and trademarks, net 90 98 Other noncurrent assets 363 146 7,250 6,846 TOTAL $24,739 $22,362 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable and current maturities of long-term debt $ 212 $ 6,736 Accounts payable 1,980 1,904 Accrued expenses 819 1,090 Total current liabilities 3,011 9,730 Long-term debt, less current maturities 9,428 251 Reserve for tax refund claim 3,982 3,982 Total liabilities 16,421 13,963 Minority interest in subsidiary's preferred stock 2,454 2,454 Minority interest in subsidiary's common stock 179 137 Commitments and contingencies Redeemable preferred stock, $.01 par value; 3,000,000 shares authorized; 122,691 Series A, 61,345 Series B, 61,345 Series C and 24,998 Series D issued and outstanding 3 3 Stockholders' equity: Common stock, $.01 par value; 3,000,000 shares authorized; 1,105,801 shares issued and outstanding 11 11 Additional paid-in capital 159,843 159,816 Retained earnings (deficit) (153,952) (153,815) Treasury stock at cost - 18,267 shares and 21,610 shares, respectively ( 151) ( 143) Net unrealized investment losses ( 69) ( 64) Total stockholders' equity 5,682 5,805 TOTAL $24,739 $22,362 <FN> The accompanying notes are an integral part of these condensed consolidated financial statements. </FN> THE ARISTOTLE CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (dollars in thousands, except for share data) Three Months Nine Months Ended March 31, Ended March 31, 1995 1994 1995 1994 Net sales $ 5,049 $ - $ 15,264$ - Cost of goods sold 3,927 - 11,149 - Gross profit 1,122 - 4,115 - Operating expenses: Selling 627 - 2,031 - General and administrative 482 166 1,422 723 Product development 113 - 369 - Operating income (loss)( 100)( 166) 293 ( 723) Other income (expense): Investment and interest income 81 74 244 249 Loss on sale of securities - - - ( 48) Interest expense ( 194) - ( 483) - Income (loss) before income taxes and minority interest( 213)( 92) 54 ( 522) Income tax expense (benefit) - ( 19) 22 ( 86) Income (loss) before minority interest ( 213)( 73) 32 ( 436) Minority interest 52 - 169 - NET LOSS $ ( 265)$( 73)$( 137) $( 436) Net loss per share $ ( 0.24)$( 0.07)$( 0.12) $( 0.40) Weighted average shares outstanding1,114,2821,080,1871,110,661 1,081,988 <FN> The accompanying notes are an integral part of these condensed consolidated financial statements. </FN> THE ARISTOTLE CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY NINE-MONTH PERIOD ENDED MARCH 31, 1995 (Unaudited) (dollars in thousands) Net AdditionalRetained Unrealized CommonPaid-in EarningsTreasuryInvestment Stock Capital (Deficit) Stock Losses Total Balance - June 30, 1994$ 11$159,816$(153,815)$( 143)$( 64)$ 5,805 Net loss - - ( 137) - -( 137) Purchase of treasury stock - - - ( 11) -( 11) Issuance of treasury stock - 27 - 3 - 30 Net unrealized investment loss - - - - ( 5)( 5) Balance - March 31, 1995$ 11$159,843$(153,952)$( 151)$( 69)$ 5,682 <FN> The accompanying notes are an integral part of these condensed consolidated financial statements. </FN> THE ARISTOTLE CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (dollars in thousands) Nine Months Ended March 31, 1995 1994 Cash flows from operating activities: Net loss $( 137) $( 436) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 209 - Changes in assets and liabilities: Loss on sale of investments held for sale - 48 Accounts receivable 242 - Inventories ( 2,071) - Other assets ( 99) 36 Accounts payable 77 - Accrued expenses ( 270) 223 Net cash used in operating activities( 2,049) ( 129) Cash flows from investing activities: Professional fees capitalized for acquisition activities - ( 487) Proceeds from sale of investments held for sale - 7,778 Purchase of investment securities - (3,841) Purchase of property and equipment ( 490) - Minority interest 42 - Net cash provided by (used in) investing activities ( 448) 3,450 Cash flows from financing activities: Transfer from cash to cash held in escrow - (3,982) Net payments under line of credit 255 - Issuance of treasury stock 30 - Principal payments under note payable ( 103) - Proceeds from issuance of long term debt 2,500 - Purchase of treasury stock ( 11) ( 143) Net cash provided by (used in) financing activities 2,671 (4,125) INCREASE IN CASH AND CASH EQUIVALENTS 174 ( 804) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 12 5,832 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 186 $ 5,028 <FN> The accompanying notes are an integral part of these condensed consolidated financial statements. </FN> THE ARISTOTLE CORPORATION AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation The Aristotle Corporation ("Aristotle") is a holding company for its subsidiary, Aristotle Sub, Inc. ("ASI"). ASI is a holding company for The Strouse, Adler Company ("Strouse"). Strouse designs, manufactures and markets women's intimate apparel. On April 11, 1994, Aristotle, through a newly created subsidiary, ASI, acquired (the "Acquisition") 97.78% of the outstanding common stock of Strouse. The Acquisition was accounted for as a purchase. Certain reclassifications have been made to the 1994 financial statements to make them comparable to the 1995 presentation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended March 31, 1995 are not necessarily indicative of results that may be expected for the year ending June 30, 1995. For further information, refer to the consolidated financial statements and notes included in Aristotle's Annual Report on Form 10-K for the year ended June 30, 1994. The June 30, 1994 consolidated financial statements contained an independent auditors report which had an emphasis of a matter and a going concern paragraph related to outstanding litigation asserted as a result of Aristotle's former subsidiary's banking activities. 2. Earnings per Common Share Weighted average shares outstanding are primary; treasury stock has not been included. At March 31, 1995, the weighted average shares include 33,424 shares of common stock equivalents. 3. Debt Agreement On November 9, 1994, Strouse and Fleet Bank entered into a new three-year agreement which established a line-of-credit facility and two term loan facilities. The line-of-credit facility provides for maximum borrowings of $8.5 million in the first year, $11.0 million in the second year, and $13.0 million in the third year. Primary borrowings under the line-of-credit (the "Borrowing Base") are limited to 80% of eligible accounts receivable plus the lesser of (i) 50% of eligible raw materials, 50% of eligible finished goods, and 20% of eligible work-in-process and (ii) the inventory caps of $5 million in the first year, $6 million in the second year, and $7 million in the third year. In addition to the Borrowing Base, the Fleet Bank agreement permits advances to exceed the formula amounts (the seasonal "Overadvance") by up to $500,000 in the first year, $1,000,000 in the second year, $1,500,000 in the third year (so long as the total line-of-credit is not more than the maximum borrowings allowed and the Overadvance reduces to zero at each fiscal year end). The interest rate on the line-of-credit is fixed at 8.3% for the first $3.5 million and varies at prime plus .25 for the remaining balance. The bank term loan facilities are a $2.5 million facility which has an interest rate fixed at 8.55% and a $.2 million facility which has an interest rate fixed at 7.25%. The term loan facilities have a three year term and require principal payments to reduce the amount outstanding based on a 15 year amortization for the $2.5 million facility and a 5 year amortization for the $.2 million facility. The Fleet agreement matures on October 31, 1997. The new loan agreement with Fleet Bank also provides that (i) the currently existing $500,000 subordinated loan from Aristotle to Strouse may be repaid after June 30, 1995 if certain covenants are achieved, and (ii) Strouse may pay dividends up to an aggregate of $500,000 per year to Aristotle if certain covenants are achieved. As of March 31,1995, the balances outstanding on the line-of- credit and term loans were $6.9 million and $2.6 million, respectively. 4. Common Stock In connection with the Acquisition, there was a ten for one reverse stock split which resulted in fractional shares. As of March 31, 1995, Aristotle purchased 2,075 fractional shares for approximately $11,000. Aristotle issued treasury stock, at fair value, to the Directors' in partial consideration for services provided. THE ARISTOTLE CORPORATION AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. The discussion and analysis of financial condition and results of operations for the three months and nine months ended March 31, 1995 will discuss and analyze the results of operations of both Aristotle, on a consolidated basis, and Strouse on a stand- alone basis. It will also discuss and analyze the financial condition of Aristotle on a consolidated basis. Results of Operations of Aristotle Three Months Ended March 31, 1995 and 1994 Aristotle's net sales for the three months ended March 31, 1995 were $5,049,000, versus no sales for the three months ended March 31, 1994. The difference between the two periods reflects the fact that Aristotle's operations for the three months included the operations of Strouse. Aristotle's gross profit for the three months ended March 31, 1995 was $1,122,000, or 22.2% of net sales. There was no gross profit in the prior year three months ended March 31, 1994. Selling, general and administrative expenses for the three months ended March 31, 1995 were $1,109,000, compared to $166,000 for the corresponding three months ended March 31, 1994. Expenses incurred by Aristotle at the parent level for the three months ended March 31, 1995 were $199,000 and primarily included legal fees, board of directors fees, corporate insurance costs, and stockholder expenses. Expenses incurred by Strouse for the three months ended March 31, 1995 were $910,000. Product development costs for Aristotle for the three months ended March 31, 1995 were $113,000 and were incurred by Strouse. Investment and interest income for the three months ended March 31, 1995 of $81,000 was primarily generated by two escrowed investment accounts (the "Escrowed Accounts") with account balances totaling $4,682,000. Investment income for the prior year three months ended March 31, 1994 of $74,000 reflected account balances totaling approximately $9,010,000 at March 31, 1994, but earnings upon such account balances accrued at a lower rate of interest. Aristotle's interest expense for the three months ended March 31, 1995 was $194,000, net of intercompany interest expense, and reflects the debt of Strouse. There was no interest expense in the prior year three months ended March 31, 1994. Minority interest expense of $52,000 was principally due to preferred dividends paid or accrued during the three months ended March 31, 1995. Nine Months Ended March 31, 1995 and 1994 Aristotle's net sales for the nine months ended March 31, 1995 were $15,264,000, versus no sales for the nine months ended March 31, 1994. The difference between the two periods reflects the fact that Aristotle's operations for the nine months included the operations of Strouse. Aristotle's gross profit for the nine months ended March 31, 1995 was $4,115,000, or 27.0% of net sales. There was no gross profit in the prior year nine months ended March 31, 1994. Selling, general and administrative expenses for the nine months ended March 31, 1995 were $3,453,000, compared to $723,000 for the corresponding nine months ended March 31, 1994. Expenses incurred by Aristotle at the parent level for the nine months ended March 31, 1995 were $479,000 and primarily included legal fees, board of directors fees, corporate insurance costs, and stockholder expenses. Expenses incurred by Strouse for the nine months ended March 31, 1995 were $2,974,000. Product development costs for Aristotle for the nine months ended March 31, 1995 were $369,000 and were incurred by Strouse. Investment and interest income for the nine months ended March 31, 1995 of $244,000 was primarily generated by two escrowed investment accounts (the "Escrowed Accounts") with account balances totaling $4,682,000. Investment income for the prior year nine months ended March 31, 1994 of $249,000 reflected account balances totaling approximately $9,010,000 at March 31, 1994, but earnings upon such account balances accrued at a lower rate of interest. Aristotle's interest expense for the nine months ended March 31, 1995 was $483,000, net of intercompany interest expense, and reflects the debt of Strouse. There was no interest expense for the nine months ended March 31, 1994. The provision for income taxes for the nine months ended March 31, 1995 was $22,000 and mainly reflects state taxes. Minority interest expense of $169,000 for the nine months ended March 31, 1995 was principally due to preferred dividends paid or accrued. Results of Operations of Strouse THE STROUSE, ADLER COMPANY STATEMENT OF OPERATIONS (selected data) (Unaudited) (dollars in thousands) Three Months Nine Months Ended March 31, Ended March 31, 1995 1994 1995 1994 Net sales $ 5,049 $ 3,927 $ 15,264$ 12,388 Cost of goods sold 3,927 2,700 11,149 8,709 Gross profit 1,122 1,227 4,115 3,679 % to net sales 22.2% 31.2% 27.0% 29.7% Selling, general and administrative 910 880 2,974 2,722 Product development 113 94 369 285 Income from operations 99 253 772 672 % to net sales 2.0% 6.4% 5.1% 5.4% Interest expense 209 127 536 331 Provision (benefit) for income taxes ( 42) 48 82 116 Net income (loss) $( 68)$ 78$ 154$ 225 Three Months Ended March 31, 1995 and 1994 Strouse's net sales for the three months ended March 31, 1995 increased 28.6% to $5,049,000, compared to net sales of $3,927,000 for the corresponding period of the prior year. The increase was generated by a $1,036,000, or a 26.4%, increase in unit sales and a $86,000 impact from increased prices. Gross profit for the three months ended March 31, 1995 decreased to $1,122,000 from $1,227,000 for the corresponding prior year period, and the gross profit percentage decreased to 22.2% from 31.2%. The decrease in gross profit was mainly a result of increased subcontracting costs, higher production scrap, an increased mix of private label sales, and extra costs incurred in response to delayed deliveries from fabric suppliers, partially offset by profit generated by sales growth. Selling, general and administrative expenses for the three months ended March 31, 1995 were $910,000, compared to $880,000 for the corresponding period in 1994. The $30,000 increase was principally a result of increases in staffing and advertising, partially offset by reduced professional fees. Product development costs for the three months ended March 31, 1995 were $113,000, compared to $94,000 for the corresponding prior year period. The increase in costs mainly reflects continued investment in the product development staff. Interest expense for the three months ended March 31, 1995 increased to $209,000 from $127,000 in the corresponding prior year period. The increase reflected higher borrowing rates and higher borrowing needs to support working capital requirements for business growth. The benefit for income taxes for the three months ended March 31, 1995 was $42,000, compared to a provision of $48,000 in the corresponding prior year period. This reduction in the provision for income taxes reflects the change in income. Nine Months Ended March 31, 1995 and 1994 Strouse's net sales for the nine months ended March 31, 1995 increased 23.2% to $15,264,000, compared to net sales of $12,388,000 for the corresponding period of the prior year. The increase was generated by a $2,594,000, or a 20.9%, increase in unit sales and a $282,000 impact from increased prices. Gross profit for the nine months ended March 31, 1995 increased to $4,115,000 from $3,679,000 for the corresponding prior year period, and the gross margin decreased to 27.0% from 29.7%. The increase in gross profit was mainly a result of the sales growth, while the decrease in the gross margin primarily resulted from increased subcontracting costs, higher production scrap, an increased mix of private label sales, and extra costs incurred in response to delayed deliveries from fabric suppliers. Selling, general and administrative expenses for the nine months ended March 31, 1995 were $2,974,000, compared to $2,722,000 for the corresponding period in 1994. The $252,000 increase was principally a result of increases in sales commissions of $117,000, increased staffing of $134,000, customer chargebacks of $47,000, and computer costs of $28,000, partially offset by reductions in advertising costs of $53,000 and professional fees of $51,000. Product development costs for the nine months ended March 31, 1995 were $369,000, compared to $285,000 for the corresponding prior year period. The increase in costs primarily reflects continued investment in the product development staff. Interest expense for the nine months ended March 31, 1995 increased to $536,000 from $331,000 in the prior year period. The increase reflected higher borrowing rates and higher borrowing needs to support working capital requirements for business growth. The provision for income taxes for the nine months ended March 31, 1995 was $82,000, compared to $116,000. This reduction in the provision for income taxes reflects the reduction in income. Strouse calculates its provision for income taxes on a stand-alone basis; however, on a consolidated basis, Aristotle intends to use its federal and state tax loss carryforwards to shelter the taxable income of Strouse. Liquidity and Capital Resources of Aristotle The assets of Aristotle are currently dedicated to support Strouse's business needs (primarily inventory of $12.1 million and accounts receivable of $3.3 million) or are held in the Escrowed Accounts ($4.7 million). Cash required to fund the working capital needs of Strouse is supplied principally through its financing arrangement with Fleet Bank, trade credit, and internally generated funds. On November 9, 1994, Strouse entered into new credit facilities with Fleet Bank. The new credit facilities are for terms of three years and provide for two term loan facilities for $2.5 million and $.2 million, and a formula based line of credit. The loan agreement with Fleet Bank provides for maximum borrowings on the line of credit of $8.5 million during the first year of the facility, with maximum borrowings increasing to $13.0 million in the third year of the facility. In total, the revolving line of credit and term loan facilities increase Strouse's borrowing capacity from $7.7 million, Strouse's maximum borrowing capacity under the prior Fleet loan agreement, to $11.2 million in the first year of the facilities, approximately $13.5 million in the second year of the facilities, and approximately $15.3 million in the third year of the facilities. The new loan agreement also provides that (i) the currently existing $500,000 subordinated loan from Aristotle to Strouse may be repaid after June 30, 1995 if certain covenants are achieved, and (ii) Strouse may pay dividends up to an aggregate of $500,000 per year if certain covenants are achieved. Strouse is in compliance with all bank covenants as of March 31, 1995, but current projections indicate it will not be in compliance with its debt service ratio covenant as of year end. Management intends to seek a waiver or amendment with respect to this covenant. There is no assurance that management will be able to obtain such waiver or amendment. See Note 3 of the Notes to Condensed Consolidated Financial Statements. As of March 31, 1995, the balances outstanding on the line-of- credit and term loans were $6.9 million and $2.6 million, respectively. As of March 31, 1995, additional borrowings available on the line-of-credit were $.3 million. If the former stockholders of Strouse do not convert certain preferred stock of ASI which was issued in connection with the Acquisition, and if the maximum additional payments to the former stockholders of Strouse were earned and paid, then Aristotle would have to pay up to $4.5 million during the next four fiscal years to such stockholders as part of the Acquisition. Any default in the payments due to the former stockholders of Strouse could result in Aristotle returning 59% of the outstanding capital stock of Strouse to the former stockholders of Strouse. While the new credit facilities improve the cash flow of Aristotle, Aristotle's ability to satisfy potential commitments related to the Acquisition during the next four fiscal years is uncertain and dependent upon several factors. These factors include Strouse's future growth in profitability, the outcome and costs of certain legal proceedings to which Aristotle is a party, and Aristotle's ability to raise new equity capital. In addition, (i) $700,000 of the Escrowed Accounts, and (ii) amounts payable to Aristotle pursuant to certain notes from the former Strouse stockholders, may be available to fund part of Aristotle's capital needs. Although there can be no assurance that the former Strouse stockholders will be able to pay the amounts due under the notes, if any of the former Strouse stockholders fail to make such payments, Aristotle's obligation to pay a portion of the $4.5 million to such stockholders will be decreased proportionately. As of May 8, 1995, the balance outstanding on the line-of- credit was $7.1 million. PART II - OTHER INFORMATION Item 1. Legal Proceedings FDIC Tax Claim. Aristotle has previously reported in its Form 10-K for the fiscal year ended June 30, 1994 that it had received correspondence from the Federal Deposit Insurance Corporation (the "FDIC") indicating that the FDIC would make a claim that tax refunds received by Aristotle should belong to the FDIC, as receiver for Aristotle's former subsidiary, First Constitution Bank. Aristotle also reported that it had established a reserve of $4.0 million for this potential claim and that any settlement could be funded from a special account (the "Account") that had been established and funded with $4.0 million in accordance with an agreement with the Office of Thrift Supervision. On April 19, 1995, the FDIC filed a complaint related to this matter captioned Federal Deposit Insurance Corporation vs. The Aristotle Corporation in the United States District Court for the District of Connecticut (Civil No. 395CV00684TFGD). In its complaint, the FDIC seeks ownership of all amounts in the Account, any further tax refunds to be received from the Internal Revenue Service, and the return by Aristotle of any amounts withdrawn from the Account. Aristotle has previously reported an additional legal matter entitled Joseph M. Caldrello vs. Federal Deposit Insurance Corporation in its Form 10-Q for the quarterly period ended September 30, 1994. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27.1 Financial Data Schedule (b) Reports on Form 8-K None. 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, thereunto duly authorized. THE ARISTOTLE CORPORATION /s/ John J. Crawford John J. Crawford Chief Executive Officer Date: May 12, 1995 /s/ Paul M. McDonald Paul M. McDonald Chief Financial Officer Date: May 12, 1995 EXHIBIT INDEX Page Exhibit 27.1 Financial Data Schedule 17