For Immediate Release News Release

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): NOVEMBER 1, 2006



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 November 1, 2006, The Aristotle Corporation issued a press release announcing financial results for the quarter ended September 30, 2006, 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 November 1, 2006.



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: November 1, 2006



EXHIBITS


Exhibit 99.1 Press release issued November 1, 2006.



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

2006 Third Quarter and Nine Month Results


Stamford, CT, November 1, 2006 - The Aristotle Corporation (NASDAQ: ARTL; ARTLP) announced today its results of operations for the third quarter and nine months ended September 30, 2006.


For the three months ended September 30, 2006, net sales increased 5.5% to $61.8 million from $58.6 million in the third quarter of 2005, and earnings before income taxes increased 13.2% to $11.4 million from $10.1 million.  For the nine months ended September 30, 2006, net sales increased 7.3% to $161.5 million from $150.6 million for the nine months ended September 30, 2005, and earnings before income taxes increased 16.2% to $26.9 million from $23.1 million.


Net earnings applicable to common stockholders in the third quarter of 2006 were $5.5 million, or $.32 per diluted common share, versus $4.0 million, or $.23 per diluted common share, in the third quarter of 2005. Net earnings applicable to common stockholders for the first nine months of 2006 were $10.7 million, or $.61 per diluted common share, compared to $7.7 million, or $.44 per diluted common share, for the comparable nine months of 2005. Net earnings applicable to common stockholders in each of the three and nine month periods of 2006 were favorably impacted by approximately $.4 million (or $.02 per diluted common share) as a net result of (i) a decrease in the valuation allowance that was established to reflect the estimate of Aristotle’s Federal net operating tax loss carryforwards (“NOL’s”) that were expected to expire unutilized at December 31, 2006 and (ii) expenses incurred by the Company in connection with Geneve Corporation’s merger proposal which was withdrawn on September 18, 2006.


In the quarter ended September 30, 2006, the valuation allowance was reduced by $.7 million to $5.8 million.  The change in the valuation allowance, related to the projected utilization of NOL’s, was due primarily to current estimates of 2006 taxable income, driven in large part by the Company’s third quarter results.  No change in the valuation allowance had been made in the quarter and nine months ended September 30, 2005.  


The reported net earnings are shown after deduction for Federal, state and foreign income tax provisions.  Approximately $3.4 million and $3.0 million in deferred income tax expense in the 2006 and 2005 third quarters, respectively, relate to the non-cash charge for utilization of NOL’s.  For the first nine months of 2006 and 2005, respectively, $7.9 million and $7.0 million of the reported deferred income tax expense relate to current year NOL utilization.  The NOL utilization for the reported quarters and year-to-date periods substantially eliminated Aristotle’s current Federal income tax liability and allowed Aristotle to retain for other business purposes the cash that would have been used for tax payments.  Except for Federal alternative minimum tax obligations arising from limitations on the utilization of the NOL’s, Aristotle anticipates that the utilization of available NOL’s will offset its Federal taxable income through 2006.  At September 30, 2006, the Condensed Consolidated Balance Sheet contains a net deferred tax asset of $7.3 million, of which $2.9 million relates to the NOL’s.


Steven B. Lapin, Aristotle’s President and Chief Operating Officer, stated, “Further to the excellent reported third quarter numbers for the Company’s peak season, which continued the favorable results of the first six months, the 5.5% organic revenue growth produced EBITDA of $11.8 million, which reflects a 9.4% increase over EBITDA for the quarter ended September 30, 2005.  In major part, the earnings growth was achieved through careful management of gross margins, including prudent purchasing practices and strategic pricing structures designed to provide unsurpassed value and service to our customers.”


 



Dean T. Johnson, Aristotle’s Chief Financial Officer, added, “Excluding the effect of the adjustment to the NOL valuation at September 30, 2006, earnings per diluted common share for the quarter ended September 30, 2006 still increased more than 20% compared to the third quarter of 2005.”  


In providing EBITDA information, Aristotle offers a non-GAAP financial measure to complement its condensed consolidated financial statements presented in accordance with GAAP.  This non-GAAP financial measure is intended to supplement the reader’s overall understanding of the Company’s current financial performance.  However, this non-GAAP financial measure is not intended to supercede or replace Aristotle’s GAAP results.  A reconciliation of the non-GAAP results to the GAAP results is provided in the “Reconciliation of GAAP Net Earnings to EBITDA” schedule below.  EBITDA is defined as earnings before income taxes, interest expense, other income and expense, depreciation and amortization.


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 45 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 800 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 17.3 million shares outstanding of Aristotle common stock (NASDAQ: ARTL) and approximately 1.1 million shares outstanding of 11%, cumulative, convertible, voting Series I preferred stock  (NASDAQ: ARTLP); there are also approximately 11.0 million privately-held shares outstanding of 12%, cumulative, non-convertible, non-voting Series J preferred stock. Aristotle has about 4,000 stockholders of record.  


Further information about Aristotle can be obtained on its website, at www.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 Federal net operating tax loss carryforward position; 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, 2005.  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

 

Nine Months Ended

 

 

September 30,

 

September 30,

 

 

2006

 

2005

 

2006

 

2005

 

 

 

 

 

 

 

 

 

Net sales

$

61,843

 

58,626

 

161,488

 

150,559

Cost of sales

 

38,516

 

37,222

 

100,167

 

93,845

 

Gross profit

 

23,327

 

21,404

 

61,321

 

56,714

 

 

 

 

 

 

 

 

 

Selling and administrative expense

 

12,000

 

11,060

 

34,441

 

32,848

 

Earnings from operations

 

11,327

 

10,344

 

26,880

 

23,866

 

 

 

 

 

 

 

 

 

Other (expense) income:

 

 

 

 

 

 

 

 

 

Interest expense

 

(413)

 

(369)

 

(1,361)

 

(1,022)

 

Interest income

 

18

 

11

 

20

 

23

 

Other, net

 

507

 

116

 

1,335

 

259

 

 

112

 

(242)

 

(6)

 

(740)

 

Earnings before income taxes

 

11,439

 

10,102

 

26,874

 

23,126

 

 

 

 

 

 

 

 

 

Income tax expense:

 

 

 

 

 

 

 

 

 

Current

 

1,215

 

1,064

 

2,970

 

2,286

 

Deferred

 

2,531

 

2,846

 

6,750

 

6,665

 

 

 

3,746

 

3,910

 

9,720

 

8,951

 

 

 

 

Net earnings

 

7,693

 

6,192

 

17,154

 

14,175

 

 

 

 

 

 

 

 

 

Preferred dividends

 

2,158

 

2,160

 

6,476

 

6,476

 

Net earnings applicable to common stockholders

$

5,535

 

4,032

 

10,678

 

7,699

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

Basic

$

.32

 

.23

 

.62

 

.45

 

Diluted

$

.32

 

.23

 

.61

 

.44

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

17,269,846

 

17,164,155

 

17,261,961

 

17,154,462

 

Diluted

 

17,529,652

 

17,422,089

 

17,511,332

 

17,404,363




RECONCILIATION OF GAAP NET EARNINGS TO EBITDA

(in thousands)

(unaudited)


 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

 

September 30,

 

September 30,

 

 

 

 

2006

 

2005

 

2006

 

2005

 

 

 

 

 

 

 

 

 

 

Net earnings

$

7,693

 

6,192

 

17,154

 

14,175

 

Add:

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

3,746

 

3,910

 

9,720

 

8,951

 

 

Interest expense

 

413

 

369

 

1,361

 

1,022

 

 

Other (income) expense

 

(525)

 

(127)

 

(1,355)

 

(282)

 

 

Depreciation and amortization

 

511

 

472

 

1,406

 

1,362

 

EBITDA

$

11,838

 

10,816

 

28,286

 

25,228








THE ARISTOTLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 (in thousands)




Assets

 

September 30,

 2006

 

December 31, 2005

 

September 30,   2005

 

 

 

(unaudited)

 

 

 

(unaudited)

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

Investments

$

3,306

14,172

 

1,803

12,856

 

3,011

6,019

 

 

Accounts receivable, net

 

27,261

 

14,530

 

25,013

 

 

Inventories, net

 

36,296

 

35,579

 

34,963

 

 

Prepaid expenses and other

 

4,818

 

8,026

 

5,255

 

 

Deferred income taxes

 

4,562

 

11,279

 

9,825

 

 

Total current assets

 

90,415

 

84,073

 

84,086

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

23,873

 

22,361

 

20,421

 

 

 

 

 

 

 

 

 

Goodwill

 

14,018

 

13,799

 

13,818

 

Deferred income taxes

 

2,712

 

2,712

 

3,969

 

Other assets

 

327

 

408

 

416

 

 

Total assets

$

131,345

 

123,353

 

122,710

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Current installments of long-term debt

$

165

 

606

 

119

 

 

Trade accounts payable

 

10,939

 

9,013

 

9,436

 

 

Accrued expenses

 

6,516

 

6,594

 

4,747

 

 

Income Taxes

 

688

 

185

 

385

 

 

Accrued dividends payable

 

-

 

2,159

 

-

 

 

Total current liabilities

 

18,308

 

18,557

 

14,687

 

 

 

 

 

 

 

 

 

Long-term debt, less current installments

 

21,297

 

24,350

 

28,839

 

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

 

Preferred stock, Series I

 

6,601

 

6,601

 

6,601

 

 

Preferred stock, Series J

 

65,760

 

65,760

 

65,760

 

 

Common stock

 

173

 

172

 

172

 

 

Additional paid-in capital

 

3,327

 

3,119

 

2,773

 

 

Retained earnings

 

15,569

 

4,891

 

3,368

 

 

Accumulated other comprehensive earnings (loss)

 

310

 

(97)

 

510

 

 

Total stockholders' equity

 

91,740

 

80,446

 

79,184

 

 

Total liabilities and stockholders' equity

$

131,345

 

123,353

 

122,710