AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 13, 2003

(MARK ONE)

96 CUMMINGS POINT ROAD, STAMFORD, CONNECTICUT

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

06902

(ZIP CODE)

(203) 324-5466

(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

Indicate by check mark whether 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 whether registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes [] No [X]

As of May 1, 2003, 17,031,687 shares of Common Stock, 1,046,716 shares of Series I Preferred Stock and 10,984,971 shares of Series J Preferred Stock were outstanding.

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The accompanying notes are an integral part of these condensed consolidated financial statements.

2

The accompanying notes are an integral part of these condensed consolidated financial statements.

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The Company's business activities are organized into two business segments, educational and commercial. The educational segment relates to instructional teaching aids and materials, which are distributed to educational institutions principally in North America, for kindergarten through grade 12 classes, and for nursing school and emergency medical instructors. Products in the educational segment are marketed primarily through catalogs. The growth potential of the educational segment is directly related to school enrollments and the strength of government funding of education. The commercial segment relates to agricultural products, sterile sampling containers and systems, materials for nursing home activities and novelty and gift products. Products in the commercial segment are marketed through catalogs nationwide, and through a worldwide dealer network covering more than 60 countries. Market growth in the commercial segment is principally impacted by the general economic conditions of wor ld agriculture, the increasing size of the aged population, as well as increasing global awareness of food and water quality standards. The Company evaluates the performance of these segments based on segment net sales and gross profit.

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The following table presents segment information for the three months ended March 31 (in thousands):

The following table presents segment information as of March 31, 2003 and December 31, 2002 (in thousands):

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This discussion and analysis of financial condition and results of operations reviews the results of operations of the Company (after giving effect to the Merger), on a consolidated basis, for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. This discussion and analysis of financial condition and results of operations have been derived from, and should be read in conjunction with, the unaudited Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements contained herein.

The following table sets forth selected financial data as a percentage of net sales for the three months ended March 31:

Net sales for the three months ended March 31, 2003 increased 2.6% to $35.4 million compared to net sales of $34.5 million for the comparable period in 2002. The growth in net sales in the first quarter of 2003 is positively impacted by the inclusion of net sales from Simulaids, which was acquired in the Merger on June 17, 2002. Simulaids contributed $1.9 million in net sales in the first quarter of 2003, compared to none in the first quarter of 2002. Excluding the net sales from Simulaids, net sales decreased 2.8% from the first quarter of 2002. Net sales in the educational segment, totaling $29.0 million, increased 6.4% in the first quarter of 2003 from $27.3 million in the first quarter of 2002. Excluding the net sales from Simulaids, educational net sales decreased 3.8% from the first quarter of 2002. The commercial segment recorded net sales of $7.7 million in the first quarter of 2003, increasing 2.8% versus the prior year. The lack of growth in educ ational net sales reflects the downturn in the U.S. economy as well as budgetary uncertainty in the U.S. education sector.

Gross profit for the three months ended March 31, 2003 increased 8.1% to $13.2 million from $12.3 million for the comparable period in 2002. Gross profit margin increased to 37.4% in the first quarter of 2003 from 35.5% in the first quarter of 2002. The increase in gross profit margin is primarily due to the inclusion of Simulaids in operations for the first quarter of 2003. Excluding the gross profit realized from Simulaids, the gross profit margin would be 35.8% in the first quarter of 2003, compared to the first quarter of 2002 gross profit margin of 35.5%. The educational segment yielded a gross profit margin of 40.3% in the first quarter of 2003, improving on the first quarter of 2002 gross profit margin of 39.4%. Excluding the incremental Simulaids gross profit, education gross profit margin was 39.6% in the first quarter of 2003 compared to 39.4% in the first quarter of 2002. The commercial gross profit margin was 36.5% in the first quarter of 2003, increasing from 35.6% in the first quarter of 2002.

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Selling and administrative expenses include advertising and catalog costs, warehouse and shipping activities, customer service and general administrative functions. Selling and administrative expenses for the three months ended March 31, 2003 increased 4.0% to $9.8 million from $9.4 million in the comparable period in 2002. As a percent of net sales, selling and administrative expenses increased to 27.6% in the first quarter of 2003 from 27.2% in the first quarter of 2002. The increase in selling and administrative expenses is primarily due to the following: (i) inclusion of $.4 million in expenses of Simulaids in operations for the first quarter of 2003; (ii) excluding Simulaids, an increase in group health care costs by 82.6% to $.8 million in the first quarter of 2003; and (iii) inclusion of non-cash stock compensation expense of $.1 million in the first quarter of 2003. These increases are partially offset by labor efficiencies and elimination of manage ment fees in the first quarter of 2003. Excluding Simulaids, selling and administrative expenses in the first quarter of 2003 were comparable to the first quarter of 2002.

In 2002, the Company adopted a change in accounting principles to recognize the fair value of stock options granted on or after January 1, 2002 as an expense on its Condensed Consolidated Statement of Earnings. In the first quarter of 2003, the Company recorded $.1 million in compensation expense related to grants of stock options to certain employees, directors and consultants compared to none in the first quarter of 2002.

Prior to the Merger, the Company paid a management fee to Nasco Holdings, Inc. ("NHI"), a subsidiary of Geneve. Under the terms of the management agreement, NHI provided to the Company specified legal, tax and other corporate services. In the first quarter of 2002, the management fee paid to NHI was $.4 million. The management agreement was terminated upon consummation of the Merger.

The income tax provision for the three months ended March 31, 2003 was $1.2 million compared to a provision amounting to $.9 million for the comparable period in 2002. These tax provisions reflect effective tax rates of 38.9% and 38.3% for the first quarters of 2003 and 2002, respectively. The difference between the Federal statutory income tax rate of 35% and the effective income tax rate results principally from Canadian and state income taxes. At March 31, 2003, the balance sheet contains a net deferred tax asset of $28.0 million, net of a valuation allowance of $12.3 million. Substantially all of the net deferred tax asset relates to Federal net operating tax loss carryforwards, which were recognized in the application of purchase accounting to the Merger. Approximately $1.0 million of the income tax provision for the first quarter of 2003 related to the utilization of these Federal net operating tax loss carryforwards. Although the reported earnings for the first quarter of 2003 are shown after-tax, approximately $1.0 million of cash from operations was retained in the Company as a result of the utilization of these Federal net operating tax loss carryforwards. Except for potential Federal Alternative Minimum Tax obligations, the Company anticipates that the utilization of the available Federal net operating tax loss carryforwards to offset future Federal taxable income will result in the Company not having to use its cash resources to pay Federal income taxes for approximately the next four years.

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• The Company used cash of $.8 million for operations during the first quarter of 2003 compared to $2.1 million in the first quarter of 2002.

• During the first quarter of 2003, cash used in operations was principally the result of earnings plus deferred income taxes of $1.0 million and depreciation and amortization of $.4 million less changes in current assets and liabilities of $4.4 million. For the first quarter of 2002, cash used in operations was principally the result of earnings plus depreciation of $.4 million less changes in current assets and liabilities of $3.9 million. These changes in current assets and liabilities are typical for the first quarter as the Company is preparing for its peak business cycle, which occurs during the second and third quarters of the fiscal year, primarily due to increased educational shipments coinciding with the Fall start of new school years. Inventory levels increase in March through June in anticipation of the peak shipping season. The majority of shipments are made between June and August and the majority of cash receipts are collected from August through October.

• The Company used $2.8 million in investing activities for the first quarter of 2003, primarily the result of the purchase of an 83,000 square foot facility, located in Newmarket, Ontario, Canada, for $2.5 million. This facility, which contains both warehouse and office space, will be the main distribution and operations location for the Company's Spectrum operations. Other capital expenditures to replace and upgrade existing capital equipment and install new equipment and fixtures to provide additional operating efficiencies totaled $.3 million for each of the first quarters of 2003 and 2002.

• Financing activities used $2.7 million in the first quarter of 2003. The debt proceeds of $1.6 million were related to a mortgage on the new Spectrum facility. The mortgage carries interest at 6.5% per annum and is payable in monthly principal and interest installments over ten years. The Company paid cash dividends of $4.3 million on its Series I and Series J Preferred Stock in the first quarter of 2003 compared to none in the first quarter of 2002. Of the cash dividends paid, $2.1 million and $2.2 million were accreted in the fourth quarter of 2002 and first quarter of 2003, respectively.

The Company's current credit facility, with an outstanding balance of $36.0 million at March 31, 2003, is supported by variable rate promissory notes due in scheduled reductions of $4.5 million on each September 30 and December 31, with a final installment of $500,000 due in March 2006. The credit facility is collateralized by certain property, plant and equipment, certain accounts receivable, shares of certain of the Company's subsidiaries capital stock outstanding and ownership interests of certain of the Company's limited liability subsidiaries. This debt carries a variable rate of interest that is based on LIBOR rates and is adjusted from time to time within a one to six month term based on LIBOR rates in effect at the dates of rate adjustment. At March 31, 2003, the weighted average interest rate on this debt was 3.2%. The credit facility currently has a committed LIBOR rate of interest (including applicable margins) of approximately 3.2% which is effective until April 30, 2003.

The Company maintains a $2.5 million secured bank line of credit for working capital purposes, of which no amount was outstanding at March 31, 2003. No draws were made against the facility during the first quarters of 2003 and 2002. The Company anticipates that the line of credit, which expires on June 16, 2003, will be renewed for another one-year term. The line of credit is also collateralized by certain property, plant and equipment, certain accounts receivable, shares of certain of the Company's subsidiaries' capital stock outstanding and ownership interests of certain of the Company's limited liability subsidiaries.

Capital resources in the future are expected to be used for the development of catalogs and product lines, and to acquire additional businesses. The Company anticipates that there will be sufficient financial resources to meet projected working capital and other cash requirements for at least the next twelve months.

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The Company believes the following accounting policies affect the more significant judgments and estimates used in the preparation of the Condensed Consolidated Financial Statements:

Revenues - Customarily applying FOB-shipping point terms, the Company recognizes revenue upon shipment of products to its customer, which corresponds to the time when risk of ownership transfers. The point of shipment is typically from one of the distribution centers or, on occasion, a vendor's location as a drop shipment. All drop shipment sales are recorded at gross selling price. An allowance is provided for estimated future returns.

Prepaid Catalog Costs and Amortization - The Company accumulates all direct costs incurred in the development, production and circulation of catalogs on the Condensed Consolidated Balance Sheet until the related catalog is mailed, at which time they are amortized into Selling and Administrative Expense over the estimated sales realization cycle of one year, using the straight-line method.

Goodwill - The Company adopted SFAS No. 141, Business Combinations ("SFAS 141"), as of July 1, 2001. SFAS 141 requires that the purchase method of accounting be used for all business combinations. SFAS 141 specifies criteria that intangible assets acquired in a business combination must meet to be recognized and reported separately from goodwill. The Company also adopted the provisions of SFAS No. 142, Goodwill and Other Intangible Assets ("SFAS 142"), effective January 1, 2002. Under SFAS 142, goodwill is no longer subject to amortization over its estimated useful life. Instead, SFAS 142 requires that goodwill be evaluated for impairment at least annually or more frequently if events or circumstances indicate that the assets may be impaired, by applying a fair value based test and, if impairment occurs, the amount of impaired goodwill must be written off immediately. The Company evaluates goodwill for impairment based on the expected future cash flows or earnings projections . Goodwill is deemed impaired if the discounted cash flows or earnings projections generated do not substantiate the carrying value. The estimation of such amounts requires significant management judgment with respect to revenue and expense growth rates, changes in working capital and selection of an appropriate discount rate, as applicable. The use of different assumptions would increase or decrease discounted future operating cash flows or earnings projections and could, therefore, change impairment determination. The Company has evaluated its goodwill at December 31, 2002, and determined that there has been no impairment of goodwill.

Taxes - At March 31, 2003, the balance sheet contains a net deferred tax asset of approximately $28.0 million, net of a valuation allowance of approximately $12.3 million, related primarily to Federal net operating tax loss carryforwards. The realizability of this asset is dependent upon the Company's generation of approximately $80.0 million in future taxable income and the ability to retain its Federal net operating tax loss carryforward position. However, events may limit the use of all or a portion of these Federal net operating tax loss carryforwards, thus potentially resulting in a higher tax liability for the Company in the future. The net deferred tax asset at March 31, 2003 is subject to future adjustment based upon changes in management's evaluation of the realizability of the deferred tax asset.

As described below, credit risk and interest rate risk are the primary sources of market risk in the Company's accounts receivable and long-term borrowings, respectively.

The Company's long-term borrowings as of March 31, 2003 are as follows (in millions, except percentage data):

The fair market value of long-term borrowings equals the face amount of long-term borrowings outstanding because the underlying rate of interest is variable based upon LIBOR rates that reflect current market rates of interest.

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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 long-term borrowings, which have variable interest rates based on LIBOR rates. Assuming no other change in financial structure, an increase of 1% in the variable interest rate for long-term borrowings would decrease pre-tax earnings by approximately $.4 million. This amount is determined by considering a 1% increase in interest on the average long-term borrowings estimated to be outstanding in 2003.

Credit Risk: The Company provides credit in the normal course of business to its customers in both the educational and commercial segments. No single customer accounted for more than 10% of sales in the first quarters of either 2003 or 2002. The Company performs ongoing credit evaluations of its customers, maintains allowances for potential credit losses and generally does not require collateral to support the accounts receivable balances.

The Company's management, including its President and Chief Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to Rules 13a-14 and 15d-14 of the Exchange Act. Based on that evaluation, each of the President and the Chief Financial Officer has concluded that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this quarterly report has been made known in a timely fashion. There have been no significant changes in internal controls, or in factors that could significantly affect internal controls, subsequent to the date that each of the President and the Chief Financial Officer completed his respective evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

To the extent that any of the statements contained in this Form 10-Q are forward-looking, such statements are based on current expectations that involve a number of uncertainties and risks. The Company 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 the Company to obtain financing and additional capital to fund its business strategy on acceptable terms, if at all; (ii) the ability of the Company on a timely basis to find, prudently negotiate and consummate additional acquisitions; (iii) the ability of the Company to manage any to-be acquired companies; (iv) the ability of the Company to retain and utilize its federal net operating tax loss carryforward position; and (v) general economic conditions. As a result, the Company's future development efforts involve a high degree of risk. For further information, please see the Company's filings with the Securities and Exchange Commission, including its Forms 10-K, 10-Q and 8-K.

Reference is also made to the risk factors set forth in the Company's final prospectus dated May 15, 2002 which was filed in connection with the Merger with Nasco International, Inc.

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See Page 17 for the Exhibit index.

The Company has filed the following reports on Form 8-K since the beginning of the first quarter of fiscal year 2003:

1. On February 28, 2003, the Company filed a Current Report on Form 8-K under Item 5 and Item 7, announcing its financial results for the year ended December 31, 2002 and the declaration of dividends on its outstanding preferred stock.
2. On May 2, 2003, the Company filed a Current Report on Form 8-K under Item 5 and Item 7, announcing its financial results for the quarter ended March 31, 2003.

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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.

                                                                                                    Date: May 13, 2003

                                                                                                    /s/ Steven B. Lapin

                                                                                                    Steven B. Lapin

                                                                                                    President and Chief Operating Officer

      (Principal Executive Officer)

                                                                                                     Date: May 13, 2003

                                                                                                    /s/ Dean T. Johnson

                                                                                                    Dean T. Johnson

                                                                                                    Chief Financial Officer

                                                                                                    (Principal Financial and Accounting Officer)

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I, Steven B. Lapin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Aristotle Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
3. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in the internal controls; and
2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

                                                                                                    Date: May 13, 2003

                                                                                                    /s/ Steven B. Lapin

                                                                                                    Steven B. Lapin

                                                                                                    President and Chief Operating Officer

                                                                                                    (Principal Executive Officer)

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I, Dean T. Johnson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Aristotle Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
3. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

1. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in the internal controls; and
2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

1. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

                                                                                                        Date: May 13, 2003

                                                                                                        /s/ Dean T. Johnson

                                                                                                        Dean T. Johnson

                                                                                                        Chief Financial Officer

                                                                                                        (Principal Financial and Accounting Officer)

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