UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended March 31, 1997
Commission File Number 0-22206
NIAGARA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
59-3182820
(I.R.S. Employer
Identification Number)
667 Madison Avenue
New York, New York 10021
(Address of principal executive office)
(212) 317-1000
(Registrant's telephone
number, including area code)
N/A
(Former name, former address and former fiscal year, if changed
since last report.)
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
Number of shares of Common Stock outstanding at March 31, 1997
Common Stock, $.001 par value 3,668,750
(Class) (Number of Shares)
NIAGARA CORPORATION
Index to March 31, 1997 Form 10-Q
Page
Part I - Financial Information (Unaudited)
Financial Statements (Unaudited):
Niagara Corporation
Balance sheets................................ 3
Statements of income.......................... 4
Statement of stockholders' equity............. 5
Statements of cash flows...................... 6
Notes to financial statements................. 7-10
Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................... 11
Part II - Other Information........................................ 13
Signatures......................................................... 16
Niagara Corporation
and Subsidiaries
Balance Sheets
<TABLE>
<CAPTION>
December 31, March 31,
1996 1997
- --------------------------------------------------------------------------------------------------------------------------
(unaudited)
Assets
Current:
<S> <C> <C>
Cash and cash equivalents $ 1,587,927 $ 1,230,201
Trade accounts receivable, net of allowance for doubtful accounts 5,952,896 10,197,352
Inventories 14,446,473 14,176,975
Other current assets 253,078 258,204
- --------------------------------------------------------------------------------------------------------------------------
Total current assets 22,240,374 25,862,733
Property, plant and equipment, net of accumulated depreciation 21,649,219 21,693,300
Goodwill on acquisition, net of accumulated amortization 2,543,294 2,529,545
Other assets, net 914,928 1,096,487
- --------------------------------------------------------------------------------------------------------------------------
$47,347,815 $51,182,064
- --------------------------------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Current:
Trade accounts payable $ 4,109,731 $ 5,913,380
Accrued expenses and compensation 4,169,691 5,264,125
Current maturities of long-term debt 1,662,039 1,548,814
Deferred income taxes 211,000 211,000
- --------------------------------------------------------------------------------------------------------------------------
Total current liabilities 10,152,461 12,937,319
- --------------------------------------------------------------------------------------------------------------------------
Long-term debt, less current maturities 18,075,147 18,814,087
- --------------------------------------------------------------------------------------------------------------------------
Deferred income taxes 3,594,000 3,554,000
- --------------------------------------------------------------------------------------------------------------------------
Stockholders' equity:
Preferred stock, $.001 par value -
shares authorized 500,000; none outstanding - -
Common stock, $.001 par value - shares
authorized 15,000,000; outstanding 3,668,750 3,669 3,669
Additional paid-in capital 15,560,127 15,560,127
Retained earnings (deficit) (37,589) 312,862
- --------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 15,526,207 15,876,658
- --------------------------------------------------------------------------------------------------------------------------
$47,347,815 $51,182,064
- --------------------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
Niagara Corporation
and Subsidiaries
Statements of Income
(Unaudited)
Three months ended March 31, 1996 1997
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Net sales $18,803,737 $21,184,880
Cost of products sold 16,053,892 18,167,557
- --------------------------------------------------------------------------------------------------
Gross profit 2,749,845 3,017,323
Operating expenses:
Selling, general and administrative 2,013,007 2,078,745
- --------------------------------------------------------------------------------------------------
Income (loss) from operations 736,838 938,578
Other income (expense):
Interest income 25,291 14,481
Interest expense (298,008) (396,788)
- --------------------------------------------------------------------------------------------------
Income before taxes on income 464,121 556,271
Taxes on income 172,200 205,820
- --------------------------------------------------------------------------------------------------
Net income for the period $ 291,921 $ 350,451
- --------------------------------------------------------------------------------------------------
Net income per share $ .08 $ .10
- --------------------------------------------------------------------------------------------------
Weighted average common shares outstanding 3,500,000 3,668,750
- --------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
</TABLE>
Niagara Corporation
and Subsidiaries
Statement of Stockholders' Equity
(Unaudited)
<TABLE>
<CAPTION>
Period January 1, 1997 to March 31, 1997
Retained
Common stock Additional earnings Total
------------------------------------------ paid-in capital (deficit)
Number of shares Amount
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1997 3,668,750 $3,669 $15,560,127 $(37,589) $15,526,207
Net income for the period - - - 350,451 350,451
- ----------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 1997
3,668,750 $3,669 $15,560,127 312,862 $15,876,658
- ----------------------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
Niagara Corporation
and Subsidiaries
Statements of Cash Flows
(Unaudited)
Three months ended March 31, 1996 1997
- --------------------------------------------------------------------------------------------------
Cash flows from operating activities:
<S> <C> <C>
Net income $ 291,921 $ 350,451
- --------------------------------------------------------------------------------------------------
Adjustments to reconcile net income to
net cash provided by (used in)
operating activities:
Depreciation and amortization 388,169 490,731
Deferred income taxes 29,500 (40,000)
Provision for doubtful accounts 14,859 12,000
Changes in assets and liabilities,
net of effects from purchase
of Southwest in 1996:
Increase in accounts receivable (2,280,720) (4,256,456)
Decrease in inventories 3,100,786 269,498
Increase in other assets, net (212,980) (193,246)
Increase (Decrease) in trade
accounts payable and
accrued expenses (717,624) 2,898,083
- --------------------------------------------------------------------------------------------------
Total adjustments 321,990 (819,390)
- --------------------------------------------------------------------------------------------------
Net cash provided by (used
in) operating activities 613,911 (468,939)
- --------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Acquisition of Southwest, net of cash acquired (3,004,999) -
Acquisitions of fixed assets, net (1,133,979) (514,502)
- --------------------------------------------------------------------------------------------------
Net cash used in investing activities (4,138,978) (514,502)
- --------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Net proceeds from financing 3,084,803 625,715
- --------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents (440,264) (357,726)
Cash and cash equivalents, beginning of period 2,186,897 1,587,927
- --------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $1,746,633 $1,230,201
- --------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
</TABLE>
Niagara Corporation
and Subsidiaries
Notes to Financial Statements - Information as of
March 31, 1997 and for the periods ended
March 31, 1996 and 1997 is unaudited.
1. Basis of Presentation The accompanying financial
statements are unaudited; however,
in the opinion of management, all
adjustments necessary for a fair
statement of financial position and
results for the stated periods have
been included. These adjustments
are of a normal recurring nature.
Selected information and footnote
disclosures normally included in
financial statements prepared in
accordance with generally accepted
accounting principles have been
condensed or omitted. Results for
interim periods are not necessarily
indicative of the results to be
expected for an entire fiscal year.
It is suggested that these condensed
financial statements be read in
conjunction with the audited
financial statements and notes
thereto as of and for the year ended
December 31, 1996.
2. Inventories Inventories consisted of the following:
December 31, March 31,
1996 1997
- -------------------------------------------------------------------------
Raw materials $ 6,302,827 $ 5,383,166
Work-in-process 1,252,278 1,016,332
Finished goods 6,891,368 7,777,477
- -------------------------------------------------------------------------
$ 14,446,473 $ 14,176,975
- -------------------------------------------------------------------------
Inventories are stated using the LIFO method.
3. Contingencies On August 16, 1995, Niagara
Corporation ("Niagara") acquired all
of the issued and outstanding common
and preferred stock of Niagara Cold
Drawn Corp. ("Niagara Cold Drawn,"
and together with Niagara, the
"Company") for $10,744,045 in cash.
In accordance with the purchase
agreement for the acquisition of
Niagara Cold Drawn, on August 16,
1995, Niagara Cold Drawn's former
majority stockholder, Adage, Inc.
("Adage"), paid $1,666,327 to
certain senior management of Niagara
Cold Drawn in satisfaction of such
individuals' rights under their
existing stock option and employment
agreements. Niagara Cold Drawn
treated this payment as a
contribution of additional paid-in
capital and compensation to
management which is reflected as an
employment expense deduction on
Niagara Cold Drawn's financial
statements for the period ended
August 16, 1995. Pursuant to the
purchase agreement, Niagara Cold
Drawn is required to pay Adage an
amount equal to Niagara Cold Drawn's
Federal income taxes for the taxable
period January 1, 1995 through
August 16, 1995, computed as if
Niagara Cold Drawn were not included
in a consolidated Federal income tax
return for such period. In
determining such amount, Niagara
Cold Drawn deducted from its income
the payment made to senior
management, thereby reducing the
amount payable by Niagara Cold Drawn
to Adage. Adage has disputed Niagara
Cold Drawn's taking of this
$1,666,327 deduction, the tax effect
of which is approximately $567,000.
The settlement of this matter is
subject to binding arbitration by an
independent accounting firm.
On January 31, 1996, Niagara Cold
Drawn entered into a stock pur-
chase agreement with the
stockholders of Southwest Steel
Company, Inc. ("Southwest"),
pursuant to which, and
simultaneously therewith, Niagara
Cold Drawn purchased all of the
outstanding capital stock of
Southwest for $1,920,000 in cash and
$1,156,773 principal amount of
Niagara Cold Drawn promissory notes
guaranteed by Niagara. On May 8,
1996, pursuant to the provisions of
the Southwest stock purchase
agreement, Niagara Cold Drawn
asserted indemnification claims in
the aggregate amount of
approximately $1,300,000 against the
former Southwest stockholders. On
May 22, 1996, Niagara Cold Drawn
brought an action against such
stockholders relating to these
claims. The defendants have denied
liability in their answer.
On January 17, 1997, Niagara Cold
Drawn notified the former South-
west stockholders that in light of
the ongoing claim for
indemnification, Niagara Cold Drawn
was asserting its common law right
of offset and would not be making
principal and interest payments
(otherwise due on January 31, 1997)
under the terms of the promissory
notes issued to such individuals in
connection with the acquisition.
Niagara Cold Drawn is subject to
Federal, state and local environmen-
tal laws and regulations concerning,
among other matters, water emis-
sions and waste disposal. Management
believes that Niagara Cold Drawn
currently is in material compliance
with all applicable environmental
laws and regulations.
During 1994, Axia, Inc. ("Axia"),
the prior owner of Niagara Cold
Drawn's Buffalo, N.Y. property,
alleged that Niagara Cold Drawn and
certain other parties are
responsible for some or all of the
costs that may be incurred to
remediate a site adjoining such
property. Axia requested payment of
$200,000 in exchange for Axia's
agreeing to assume full
responsibility for the remediation
and to indemnify Niagara Cold Drawn
against any claim arising from this
matter. Niagara Cold Drawn offered
to pay $40,000 in exchange for
Axia's agreeing to assume full
responsibility for the remediation,
and to indemnify Niagara Cold Drawn
against any claim arising from this
matter. Axia did not respond to the
offer. The financial statements
include an accrued liability of
$40,000 for this contingency.
Under Niagara Cold Drawn's insurance
programs, coverage is obtained for
catastrophic exposures as well as
those risks required to be insured
by law or contract. It is the policy
of Niagara Cold Drawn to retain a
portion of certain expected losses
related primarily to workers'
compensation, physical loss to
property, business interruption
resulting from such loss and
comprehensive general, product,
vehicle, medical and life benefits
and liability. Provisions for losses
expected under these programs are
recorded based upon Niagara Cold
Drawn's estimates of the aggregate
liability, actual and estimated, for
claims. Such estimates utilize
certain actuarial assumptions
followed in the insurance industry
and are included in accrued
expenses.
4. Subsequent Events On April 18, 1997,
Niagara and Niagara Cold Drawn
entered into a stock purchase
agreement with Quanex Corporation
pursuant to which, and at a closing
occurring simultaneously therewith,
Niagara Cold Drawn purchased from
Quanex all of the outstanding shares
of capital stock of LaSalle Steel
Company ("LaSalle").
Pursuant to the LaSalle stock
purchase agreement and in
consideration for the sale of the
LaSalle shares (i) Niagara Cold
Drawn delivered to Quanex
$65,500,000 in cash and (ii) Quanex
or Niagara Cold Drawn, as the case
may be, will pay the other an amount
based on changes in LaSalle's
stockholder's equity between October
31, 1996 and March 31, 1997. The
LaSalle stock purchase agreement
also provides that Quanex or Niagara
Cold Drawn, as the case may be, will
pay the other an amount based on
cash activity in the intercompany
account between Quanex and LaSalle
from April 1, 1997 through April 18,
1997.
The acquisition of LaSalle was
financed pursuant to (i) a revolving
credit and term loan agreement with
Niagara Cold Drawn and LaSalle
(guaranteed by Niagara) providing
for a $40,000,000 term loan a
$50,000,000 revolving credit
facility (in connection with which
Niagara Cold Drawn terminated its
existing credit agreements and
discharged its indebtedness
thereunder) and (ii) note and stock
purchase agreements providing for
the issuance and sale of an
aggregate of 285,715 shares of
Niagara common stock and $20,000,000
aggregate principal amount of 12.5%
senior subordinated notes of Niagara
Cold Drawn due April 18, 2005.
Costs relating to this acquisition
totaled approximately $291,000 at
March 31, 1997, and have been
deferred and included in other
assets.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Niagara was organized on April 27, 1993 with the objective of
acquiring an operating business engaged in the metals processing and
distribution industry or metals-related manufacturing industry. On June 1,
1995, Niagara entered into a stock purchase agreement with the stockholders
of Niagara Cold Drawn, a manufacturer of cold drawn steel bars, providing
for the purchase by Niagara of all outstanding shares of common and
preferred stock of Niagara Cold Drawn for $10,744,045 in cash. This
acquisition was consummated on August 16, 1995.
On January 31, 1996, Niagara Cold Drawn entered into a stock
purchase agreement with the stockholders of Southwest, a manufacturer of
cold drawn steel bars, pursuant to which, and simultaneously therewith,
Niagara Cold Drawn purchased all outstanding capital stock of Southwest for
$1,920,000 in cash and $1,156,773 principal amount of Niagara Cold Drawn
promissory notes guaranteed by Niagara. In connection with this
acquisition, Niagara Cold Drawn discharged $8,518,691 of Southwest
indebtedness and Niagara guaranteed $898,000 of Southwest indebtedness. On
November 1, 1996, Southwest was merged into Niagara Cold Drawn.
On April 18, 1997, Niagara and Niagara Cold Drawn entered into a
stock purchase agreement with Quanex Corporation pursuant to which, and at
a closing occurring simultaneously therewith, Niagara Cold Drawn purchased
from Quanex all of the outstanding shares of capital stock of LaSalle, a
manufacturer of cold drawn and chrome-plated steel bars.
Pursuant to the LaSalle stock purchase agreement and in
consideration for the sale of the LaSalle shares, (i) Niagara Cold Drawn
delivered to Quanex $65,500,000 in cash and (ii) Quanex or Niagara Cold
Drawn, as the case may be, will pay the other an amount based on changes in
LaSalle's stockholder's equity between October 31, 1996 and March 31,
1997. The LaSalle stock purchase agreement also provides that Quanex or
Niagara Cold Drawn, as the case may be, will pay the other an amount based
on cash activity in the intercompany account between Quanex and LaSalle
from April 1, 1997 through April 18, 1997.
Through March 31, 1997, Niagara was engaged in substantive
commercial activity only through its wholly owned subsidiary, Niagara Cold
Drawn, and the following comparison of results of operations relates solely
to Niagara Cold Drawn's operations. Such results include the results of
operations of Southwest since February 1, 1996 and do not include the
results of operations of LaSalle.
THREE MONTHS ENDED MARCH 31, 1997 COMPARED WITH MARCH 31, 1996
Net sales for the three months ended March 31, 1997 were
$21,184,880, representing an increase of $2,381,143, or 12.6%, over the
same period in 1996. This increase resulted primarily from the inclusion of
Southwest's sales for the entire quarter in 1997 versus two months in 1996.
Cost of sales for the three months ended March 31, 1997
increased by $2,113,665 to $18,167,557, representing an increase of 13.2%
over the same period in 1996. This increase was primarily caused by the
growth in sales. Gross margins for the first quarter of 1997 decreased
approximately .4% due to lower selling prices.
Selling, general and administrative expenses (net of freight and
step-up amortization) for the three months ended March 31, 1997 decreased
by approximately $117,000 to approximately $1,340,000, or 6.3% of sales
compared to 7.7% of sales, for the same period in 1996. This decrease was
primarily due to the consolidation of administrative and selling functions
following the merger of Southwest into Niagara Cold Drawn.
Net interest expense for the three months ended March 31, 1997
increased $109,580 to $382,307, due primarily to the inclusion of interest
on loans associated with the Southwest acquisition for an entire quarter in
1997 versus two months in 1996.
Net income for the three months ended March 31, 1997 was
$350,451, an increase of $58,530, or approximately 20%, compared to the
three months ended March 31, 1996.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1997, the Company had $1,230,201 in cash and cash
equivalents. Such funds are used for working capital and other corporate
purposes.
Niagara Cold Drawn's principal long-term liquidity requirement
has been and is expected to be the funding of capital expenditures to
modernize, improve and expand its facilities, machinery and equipment.
Capital expenditures for the three months ended March 31, 1997 totaled
approximately $514,500 compared to approximately $1,134,000 for the same
period in 1996.
At March 31, 1997, Niagara Cold Drawn had credit facilities (the
"Credit Facilities") with Manufacturers and Traders Trust Company ("M&T")
consisting of: (i) a $12,000,000 term loan facility (the "Term Loan
Facility") and (ii) a $14,000,000 revolving credit facility (the "Revolving
Credit Facility"). The Credit Facilities were guaranteed by Niagara,
secured by substantially all of the assets of Niagara Cold Drawn and
carried restrictions on, among other things, capital expenditures,
dividends and changes in control of Niagara Cold Drawn, and required
minimum levels of net worth through maturity. At March 31, 1997, Niagara
Cold Drawn was in compliance with these provisions.
The Term Loan Facility provided for the payment of (i) interest
in monthly installments from March 1, 1996 through February 1, 1997 and
(ii) principal and interest in monthly installments from March 1, 1997
through February 1, 2003. The interest rate was fixed at 7.49% for the
first two years and thereafter were to be periodically adjusted to 2.5%
above the average yield on certain United States Treasury obligations.
Loans made pursuant to the Revolving Credit Facility were secured by, and
based on, a percentage of eligible accounts receivable and inventory, and
mature on January 31, 1999. The interest rate on each loan is 2.5% above
the applicable LIBOR rate. Monthly interest payments commenced on March 1,
1996. At March 31, 1997, Niagara Cold Drawn had borrowed $5,930,360 under
the Revolving Credit Facility and had $8,069,640 in available credit
thereunder. Working capital of the Company at March 31, 1997 was
$12,925,414 as compared to $12,087,913 on December 31, 1996.
The acquisition of LaSalle was financed pursuant to (i) a
revolving credit and term loan agreement (the "New Credit Agreement") with
Niagara Cold Drawn and LaSalle (guaranteed by Niagara) providing for a
$40,000,000 term loan and a $50,000,000 revolving credit facility (in
connection with which Niagara Cold Drawn terminated the Credit Facilities
and discharged its indebtedness thereunder) and (ii) note and stock
purchase agreements providing for the issuance and sale of an aggregate of
285,715 shares of Niagara common stock and $20,000,000 aggregate principal
amount of 12.5% senior subordinated notes of Niagara Cold Drawn due April
18, 2005. At the closing of the acquisition of LaSalle, Niagara Cold Drawn
borrowed approximately $86,250,000 under the New Credit Agreement and had
approximately $23,750,000 in available credit thereunder.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 10-Q
(a) Exhibits
+3.1 Registrant's Restated Certificate of Incorporation, as
amended on May 16, 1996.
*3.2 Registrant's By-laws.
*4.1 Form of Common Stock Certificate.
*4.2 Form of Warrant Certificate.
**4.3 Warrant Agreement between Continental Stock Transfer &
Trust Company and the Registrant.
++++++4.4 Revolving Credit and Term Loan Agreement, dated as of April
18, 1997, by and among Niagara Cold Drawn Corp., LaSalle
Steel Company, Manufacturers and Traders Trust Company
(individually and as Agent), CIBC Inc. and National City
Bank.
++++++4.5 Form of Note and Stock Purchase Agreement, dated as of
April 18, 1997, by and among the Registrant, Niagara Cold
Drawn Corp., LaSalle Steel Company and each of The
Prudential Insurance Company of America, The Equitable Life
Assurance Society of the United States and United States
Fidelity and Guaranty Company.
++++++4.6 Stockholders Agreement, dated as of April 18, 1997, among
the Registrant, Niagara Cold Drawn Corp., Michael J.
Scharf, The Prudential Insurance Company of America, The
Equitable Life Assurance Society of the United States and
United States Fidelity and Guaranty Company.
+10.1 Term Loan Agreement between Manufacturers and Traders Trust
Company and Niagara Cold Drawn Corp. dated January 31,
1996.
+10.2 Amended and Restated Revolving Credit Agreement between
Manufacturers and Traders Trust Company and Niagara Cold
Drawn Corp. dated January 31, 1996.
+10.3 Stock Purchase Agreement by and among Niagara Cold Drawn
Corp. and the stockholders of Southwest Steel Company, Inc.
dated January 31, 1996.
++10.4 Form of Promissory Note made by Niagara Cold Drawn Corp.,
dated January 31, 1996.
++10.5 Form of Guaranty made by the Registrant, dated January 31,
1996.
++10.6 Amended and Restated Promissory Note made by Southwest
Steel Company, Inc. in favor of the Cohen Family Revocable
Trust, u/t/a dated June 15, 1988, in the principal amount
of $898,000, dated January 31, 1996.
++10.7 Guaranty, made by the Registrant in favor of the Cohen
Family Revocable Trust, u/t/a dated June 15, 1988, dated
January 31, 1996.
+++10.8 UPO Exchange Agreement by and among the Registrant and GKN
Securities Corp., Roger Gladstone, David M. Nussbaum,
Robert Gladstone, Richard Buonocore, Debra L. Schondorf,
Andrea B. Goldman, Ira S. Greenspan and Barington Capital
Corp., L.P.
++++10.9 International Metals Acquisition Corporation 1995 Stock
Option Plan.
++++10.10 First Amendment to the International Metals Acquisition
Corporation 1995 Stock Option Plan, dated October 5, 1996.
++++++10.11 Stock Purchase Agreement, dated April 18, 1997, by and
among the Registrant, Niagara Cold Drawn Corp. and Quanex
Corporation.
27 Financial Data Schedule.
- --------------------------
+ Incorporated by reference to exhibits filed with the
Registrant's Report on Form 10-Q for the quarter ended June 30,
1996.
* Incorporated by reference to exhibits filed with the
Registrant's Registration Statement on Form S-1, Registration
No. 33-64682.
** Incorporated by reference to exhibits filed with the
Registrant's Report on Form 10-K for the fiscal year ended
December 31, 1993.
+ Incorporated by reference to exhibits filed with the
Registrant's Report on Form 8-K, dated February 13, 1996.
++ Incorporated by reference to exhibits filed with the
Registrant's Report on Form 10-K for the year ended December 31,
1995.
+++ Incorporated by reference to exhibit 10.1 to the Registrant's
Report on Form 8-K, dated May 30, 1996.
++++ Incorporated by reference to Annex A to the Registrant's Proxy
Statement for the Annual Meeting of Stockholders held on May 16,
1996.
++++ Incorporated by reference to exhibit 10.10 to the Registrant's
Report on Form 10-K for the fiscal year ended December 31, 1996.
++++++ Incorporated by reference to exhibits filed with the
Registrant's Report on Form 8-K, dated May 2, 1997.
(b) Reports on Form 8-K
The Registrant filed its Report on Form 8-K, dated January 29,
1997, reporting the execution of a letter of intent with Quanex
Corporation and LaSalle under Items 5 and 7.
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.
Date: May 2, 1997 NIAGARA CORPORATION
(Registrant)
/s/ Gilbert D. Scharf
Gilbert D. Scharf, Vice President
Date: May 2, 1997 /s/ Gilbert D. Scharf
Gilbert D. Scharf, Principal
Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL IN-
FORMATION EXTRACTED FROM NIAGARA CORPORATION
AND SUBSIDIARIES AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,230,201
<SECURITIES> 0
<RECEIVABLES> 10,442,352
<ALLOWANCES> 245,000
<INVENTORY> 14,176,975
<CURRENT-ASSETS> 25,862,733
<PP&E> 24,277,222
<DEPRECIATION> 2,583,922
<TOTAL-ASSETS> 51,182,064
<CURRENT-LIABILITIES> 12,937,319
<BONDS> 0
<COMMON> 3,669
0
0
<OTHER-SE> 15,872,989
<TOTAL-LIABILITY-AND-EQUITY> 51,182,064
<SALES> 21,184,880
<TOTAL-REVENUES> 21,184,880
<CGS> 18,167,557
<TOTAL-COSTS> 18,167,557
<OTHER-EXPENSES> 2,078,745
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 396,788
<INCOME-PRETAX> 556,271
<INCOME-TAX> 205,820
<INCOME-CONTINUING> 350,451
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 350,451
<EPS-PRIMARY> .10
<EPS-DILUTED> .10
</TABLE>
