SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 1998
Commission File Number 0-22206
NIAGARA CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 59-3182820
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
667 Madison Avenue
New York, New York 10021
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(Address of principal executive office)
(212) 317-1000
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(Registrant's telephone
number, including area code)
N/A
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(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, 1998
Common Stock, par value $.001 per share 9,997,455
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(Class) (Number of Shares)
NIAGARA CORPORATION
INDEX TO MARCH 31, 1998 FORM 10-Q
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PAGE
PART I - FINANCIAL INFORMATION (UNAUDITED)
FINANCIAL STATEMENTS (UNAUDITED):
NIAGARA CORPORATION
BALANCE SHEETS........................................ 3
STATEMENTS OF OPERATIONS.............................. 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.......................................11-14
PART II - OTHER INFORMATION.......................................... 15
SIGNATURES........................................................... 18
NIAGARA CORPORATION
AND SUBSIDIARIES
BALANCE SHEETS
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<TABLE>
<CAPTION>
December 31, March 31,
1997 1998
(unaudited)
ASSETS
CURRENT:
<S> <C> <C>
Cash and cash equivalents $ 13,207,077 $ 1,310,516
Trade accounts receivable, net of
allowance for doubtful accounts of $727,000
and $753,000 21,660,230 25,998,815
Inventories 35,189,568 37,188,798
Deferred income taxes 1,401,000 1,401,000
Other current assets 1,822,354 1,696,513
TOTAL CURRENT ASSETS 73,280,229 67,595,642
PROPERTY, PLANT AND EQUIPMENT, NET OF
ACCUMULATED DEPRECIATION OF
$7,104,699 AND $8,662,416 89,162,776 89,217,026
GOODWILL, NET OF ACCUMULATED AMORTIZATION OF
$145,013 AND $164,396 2,177,125 2,157,741
DEFERRED FINANCING COSTS, NET OF ACCUMULATED
AMORTIZATION OF $73,792
AND $101,464 701,208 673,536
OTHER ASSETS, NET OF ACCUMULATED AMORTIZATION
OF $277,361 AND $308,675 1,198,528 1,102,288
$ 166,519,866 $160,746,233
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT:
Accounts payable $ 20,984,715 $ 24,131,131
Accrued expenses 8,679,723 9,342,367
Due to Quanex Corporation 1,371,000 -
Current maturities of long-term debt 3,498,069 3,967,799
TOTAL CURRENT LIABILITIES 34,533,507 37,441,297
OTHER:
Long-term debt, less current maturities 59,184,388 47,997,322
Accrued pension cost 1,845,900 1,658,949
Accrued post-retirement welfare benefits 12,691,000 12,531,289
Deferred income taxes 5,726,000 6,054,000
Other noncurrent liabilities 542,669 498,274
TOTAL OTHER LIABILITIES 79,989,957 68,739,834
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value -
500,000 shares authorized; none outstanding - -
Common stock, $.001 par value - 15,000,000
shares authorized; 9,997,455 outstanding 9,998 9,998
Additional paid-in capital 50,111,675 50,111,675
Retained earnings 1,874,729 4,443,429
TOTAL STOCKHOLDERS' EQUITY 51,996,402 54,565,102
$ 166,519,866 $160,746,233
See accompanying notes to financial statements.
</TABLE>
NIAGARA CORPORATION
AND SUBSIDIARIES
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months ended March 31, 1997 1998 (a)
NET SALES $ 20,462,760 $ 62,770,679
COST OF PRODUCTS SOLD 18,272,557 53,324,976
GROSS PROFIT 2,190,203 9,445,703
OPERATING EXPENSES:
Selling, general and administrative 1,251,625 4,208,338
INCOME FROM OPERATIONS 938,578 5,237,365
OTHER INCOME (EXPENSE):
Interest income 14,481 136,517
Interest expense (396,788) (1,278,359)
Other income - 115,177
INCOME BEFORE TAXES ON INCOME 556,271 4,210,700
TAXES ON INCOME 205,820 1,642,000
NET INCOME $ 350,451 $ 2,568,700
EARNINGS PER SHARE (BASIC) $ .10 $ .26
EARNINGS PER SHARE (DILUTED) $ .10 .25
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
BASIC 3,668,750 9,997,455
DILUTED 3,668,750 10,442,417
(a) Includes the results of LaSalle Steel Company which was acquired on
April 18, 1997.
See accompanying notes to financial statements.
<TABLE>
<CAPTION>
NIAGARA CORPORATION
AND SUBSIDIARIES
STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
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Three Months ended March 31, 1998
Common Stock
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Number of Additional paid-in Retained
shares Amount capital earnings Total
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1998 9,997,455 $9,998 $50,111,675 $1,874,729 $ 51,996,402
Net income for the period - - - 2,568,700 2,568,700
BALANCE, MARCH 31, 1998 9,997,455 $9,998 $50,111,675 $4,443,429 $ 54,565,102
See accompanying notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
NIAGARA CORPORATION
AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three months ended March 31, 1997 1998 (a)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 350,451 $ 2,568,700
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation and amortization 490,731 1,636,086
Accrued post-retirement welfare benefits - (159,711)
Provision for doubtful accounts 12,000 25,635
Deferred income taxes (40,000) 328,000
Accrued pension costs - (186,951)
Changes in assets and liabilities:
Increase in accounts receivable (4,256,456) (4,364,220)
Decrease (increase) in inventories 269,498 (1,999,230)
Decrease (increase) in other assets, net (193,246) 190,766
Increase in trade accounts payable and accrued
expenses 2,898,083 3,809,062
TOTAL ADJUSTMENTS (819,390) (720,563)
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES (468,939) 1,848,137
CASH FLOWS FROM INVESTING ACTIVITIES:
Repayment of amount to Quanex - (1,371,000)
Acquisition of fixed assets (514,502) (1,611,967)
NET CASH USED IN INVESTING ACTIVITIES (514,502) (2,982,967)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
Proceeds from long-term debt 625,715 -
Repayment of long-term debt - (10,761,731)
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES 625,715 (10,761,731)
NET DECREASE IN CASH AND CASH EQUIVALENTS (357,726) (11,896,561)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,587,927 13,207,077
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,230,201 $ 1,310,516
(a) Includes the cash flows of LaSalle Steel Company which was acquired on
April 18, 1997.
See accompanying notes to financial statements.
</TABLE>
NIAGARA CORPORATION
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS - INFORMATION AS OF
MARCH 31, 1998 AND FOR THE PERIODS ENDED
MARCH 31, 1997 AND 1998 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 accompanying notes for the
year ended December 31, 1997.
Certain reclassifications, primarily
related to delivery costs, have been made
to prior year amounts to conform to
current year presentation. Net sales for
the three months ended March 31, 1997 are
stated after reduction for delivery costs.
Previously, such costs had been included
as a component of selling, general and
administrative expenses. This
reclassification resulted in no change to
income from operations for this period.
Effective January 1, 1998, the Company (as
defined below) adopted Statement of
Financial Accounting Standards No. 130,
"Reporting Comprehensive Income," which
establishes standards for reporting and
display of comprehensive income, its
components and accumulated balances.
Comprehensive income is defined to include
all changes in equity except those
resulting from investments by owners and
distributions to owners. Adoption of the
standard has had no effect on financial
statement disclosures.
2. ACQUISITION OF On April 18, 1997, Niagara LaSalle Corporation
LASALLE (formerly Niagara Cold Drawn Corp.)
("Niagara LaSalle"), a subsidiary of
Niagara Corporation ("Niagara"), purchased
from Quanex Corporation ("Quanex") all
outstanding shares of capital stock of
LaSalle Steel Company ("LaSalle," and,
collectively with Niagara and Niagara
LaSalle, the "Company"), one of the
largest domestic producers of cold drawn
steel bars. In consideration for the sale
of such shares, Niagara LaSalle paid
Quanex $65,500,000 in cash at the closing
and an additional $1,371,000, which amount
was paid on January 26, 1998, based on
changes in LaSalle's stockholder's equity
between October 31, 1996 and March 31,
1997. Niagara LaSalle also paid Quanex 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 accounted
for as a purchase, and the financial
statements include the results of LaSalle
from April 1, 1997. Accordingly, LaSalle's
results are included in the first quarter
of 1998 but not in the first quarter of
1997. The purchase price, including
acquisition costs and other estimated
liabilities as of the acquisition date,
was approximately $68,000,000. The
purchase price exceeded LaSalle's
stockholder's equity by approximately
$56,000,000, and based on an appraisal,
the excess was primarily allocated to
property, plant and equipment.
The acquisition of LaSalle and the
refinancing of existing Niagara LaSalle
indebtedness was financed pursuant to (i)
a revolving credit and term loan agreement
with Niagara LaSalle and LaSalle
(guaranteed by Niagara), providing for a
$50,000,000 three-year revolving credit
facility and a $40,000,000 eight-year term
loan and (ii) the issuance and sale of
$20,000,000 aggregate principal amount of
12.5% senior subordinated notes of Niagara
LaSalle due April 18, 2005 (the
"Subordinated Notes"). In connection with
the subordinated debt portion of this
financing, the purchasers of these notes
were issued 285,715 shares of Niagara
Common Stock.
Pro forma results of operations, assuming
the acquisition of LaSalle had occurred on
January 1, 1997, are unaudited and
detailed below. Pro forma adjustments
primarily include additional depreciation
and amortization on the excess purchase
price allocated to property, plant and
equipment and additional interest expense
related to debt incurred for the
acquisition.
This pro forma data does not purport to be
indicative of the results which actually
would have been obtained had such
transaction been completed as of the
assumed date or of the results which may
be obtained in the future.
<TABLE>
<CAPTION>
THREE MONTHS ENDED March 31, 1997
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<S> <C> <C>
NET SALES $ 64,711,760
NET INCOME $ 135,585
NET INCOME PER SHARE (BASIC AND DILUTED) $ .03
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</TABLE>
3. INVENTORIES Inventories consisted of the following:
December 31, March 31,
1997 1998
Raw materials $13,179,052 $14,171,824
Work-in-process 5,984,649 6,663,863
Finished goods 16,025,867 16,353,111
$35,189,568 $37,188,798
Inventories are stated using the LIFO method.
4. CONTINGENCIES Niagara LaSalle and LaSalle are subject to
federal, state and local environmental
laws and regulations concerning, among
other matters, water emissions and waste
disposal. Management believes that Niagara
LaSalle and LaSalle are currently in
material compliance with all applicable
environmental laws and regulations.
Under applicable state and federal laws,
including the Comprehensive Environmental
Response, Compensation and Liability Act
of 1980 as amended ("CERCLA"), LaSalle may
be responsible for parts of the costs
required to remove or remediate previously
disposed wastes or hazardous substances at
the locations LaSalle owns or operates or
at which it arranged for disposal of such
materials. The costs are largely covered
by insurance. Management believes any
settlement of these matters will not have
a material adverse effect on the Company's
financial position.
Under the Company'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 the Company 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 the
Company'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.
The hourly employees at LaSalle's Hammond,
Indiana facility are covered by a collective
bargaining agreement which expires on
May 17, 1998. If a new agreement is not
reached, a work stoppage could result and
have a negative impact on financial results.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Niagara was organized in April of 1993. With the acquisition of
Niagara LaSalle in August 1995, Niagara entered the cold drawn steel bar
industry. With plants in Buffalo, New York and Chattanooga, Tennessee,
Niagara LaSalle had an established position in the northeast and southeast
regions of the United States cold drawn steel bar market.
In January 1996, Niagara LaSalle acquired Southwest Steel Company,
Inc. ("Southwest"). During 1996, Southwest completed construction of a new
plant outside of Dallas, Texas, relocated its Tulsa, Oklahoma operations to
this new facility and was merged into Niagara LaSalle. With this
acquisition, Niagara gained an established position in the southwest region
of the United States because Southwest was the leading cold drawn steel bar
producer servicing that area.
In April 1997, Niagara LaSalle acquired LaSalle, which has plants in
Hammond and Griffith, Indiana. This acquisition gave Niagara LaSalle a
strong market position in the midwest region of the United States and
broadened Niagara LaSalle's product range by adding thermal treated and
chrome plated bars.
With the acquisition of LaSalle, Niagara became the largest
independent producer of cold drawn steel bars in the United States. The
geographic position of Niagara's plants creates competitive advantages
because of freight savings and the ability to supply efficiently multiple
locations of steel service centers.
During the fourth quarter of 1997, nearly all of Niagara's 6,050,000
Redeemable Common Stock Purchase Warrants ("Warrants") were exercised
resulting in approximately $33.2 million in gross proceeds to the Company.
This significantly strengthened the Company's balance sheet at December 31,
1997 by enabling it to prepay, with approximately $21.8 million of such
proceeds, the Subordinated Notes in their entirety and by increasing total
stockholders' equity to approximately $52 million at year end. During the
first quarter of 1998, the Company used another $10 million of such
proceeds to reduce the balance due under its revolving credit facility.
RESULTS OF OPERATIONS
The following comparisons reflect certain reclassifications,
primarily relating to delivery costs, for the three months ended March
31,1997. Net sales for the three months ended March 31, 1997 are stated
after reduction for delivery costs. Previously, such costs had been
included as a component of selling, general and administrative expenses.
This reclassification resulted in no change to income from operations for
this period and was made to conform to current year presentation.
Three Months ended March 31, 1998 compared with March 31, 1997
Net sales for the three months ended March 31, 1998 were $62,770,679,
representing an increase of $42,307,919, or 207%, over the same period in
1997. This increase was primarily due to sales attributable to LaSalle.
Cost of sales for the three months ended March 31, 1998 increased by
$35,052,419 to $53,324,976, representing an increase of 192% over the same
period in 1997. This increase was primarily attributable to increased
volume following the acquisition of LaSalle.
Gross margins for the three months ended March 31, 1998 increased by
4.3% over the same period in 1997, due to greater emphasis on higher margin
and value-added products.
Selling, general and administrative expenses for the three months
ended March 31, 1998 increased by $2,956,713 to $4,208,338, or 6.7% of
sales, compared to 6.1% of sales for the same period in 1997. The dollar
increase was due to the increased sales, and the increase as a percentage
of sales was primarily caused by increased accrual for profit sharing.
Net interest expense for the three months ended March 31, 1998
increased by $759,535 to $1,141,842, due primarily to the increased level
of debt incurred in connection with the acquisition of LaSalle.
Net income for the three months ended March 31, 1998 was $2,568,700,
an increase of $2,218,249, or 633%, as compared to the net income for the
three months ended March 31, 1997. This increase was due primarily to the
addition of LaSalle's results. Net income for the three months ended March
31, 1998 increased by $2,433,115 as compared to the pro-forma net income
(see note 2 to the financial statements) for the three months ended March
31, 1997. This increase resulted primarily from the reduced earnings of
LaSalle in the first quarter of 1997 as compared to previous quarters,
interest savings resulting from the warrant redemption in December of 1997,
decreased costs as a result of consolidation of selling and administrative
functions and improved margins resulting from an emphasis on value-added
products at LaSalle.
LIQUIDITY AND CAPITAL RESOURCES
The Company's short-term liquidity requirement or day-to-day
operating expenses have been, and is expected to continue to be, funded by
operations and borrowings under its revolving credit facility. The
Company's principal long-term liquidity requirement has been, and is
expected to continue 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, 1998 totaled
$1,611,967 compared to $514,502 for the same period in 1997.
Cash flows provided by operations were $1,848,137 for the three
months ended March 31, 1998, an increase of $2,317,076 compared to the same
period in 1997. This increase is primarily attributable to an increase of
$2,218,249 in net income. At March 31, 1998, the Company had $1,310,516 in
cash and cash equivalents. Such funds are used for working capital and
other corporate purposes.
On April 18, 1997 and in connection with the acquisition of LaSalle,
Niagara LaSalle and LaSalle entered into a revolving credit and term loan
agreement (the "Credit Agreement") with Manufacturers and Traders Trust
Company ("M&T"), CIBC Inc., National City Bank, National Bank of Canada and
the Prudential Insurance Company of America, and Niagara LaSalle terminated
its previously existing credit agreements with M&T. The Credit Agreement
provides for a $50,000,000 three-year revolving credit facility and a
$40,000,000 eight-year term loan. The obligations of Niagara LaSalle and
LaSalle under the Credit Agreement are guaranteed by Niagara and secured by
substantially all of the assets and a pledge of all outstanding capital
stock of Niagara LaSalle and LaSalle.
Principal of the term loan under the Credit Agreement amortizes in
monthly installments that commence on November 1, 1997 and end on April 1,
2004. The principal repayment installments on the term loan escalate
throughout its term. Interest on the term loan is payable in monthly
installments either at the LIBOR rate (for a period specified by Niagara
LaSalle from time to time) plus 285 basis points, or M&T's prime rate plus
50 basis points. Revolving credit loans made pursuant to the Credit
Agreement are based on a percentage of eligible accounts receivable and
inventory and will mature on April 17, 2000. Interest on such loans is
payable in monthly installments and is either 250 basis points above the
LIBOR rate (for a period specified by Niagara LaSalle from time to time) or
M&T's prime rate plus 25 basis points.
The Credit Agreement carries restrictions on, among other things,
indebtedness, liens, capital expenditures, dividends, asset dispositions
and changes in control of Niagara LaSalle and LaSalle, and requires minimum
levels of net worth through maturity. Also included in this agreement are
requirements regarding the ratio of consolidated current assets to
consolidated current liabilities and the ratio of net income before
interest, taxes, depreciation and amortization to cash interest expense.
Niagara LaSalle was in compliance with all of these requirements as of
March 31, 1998.
Note and stock purchase agreements were entered into on April 18,
1997 by and among Niagara, Niagara LaSalle, LaSalle and, respectively, The
Prudential Insurance Company of America, The Equitable Life Assurance
Society of the United States and United States Fidelity and Guaranty
Company (collectively, the "Note and Stock Purchase Agreements") providing
for among other things, the issuance and sale of the Subordinated Notes. In
connection with this financing, the purchasers of the Subordinated Notes
were issued 285,715 shares of Niagara Common Stock.
On October 31, 1997, Niagara exercised its right to redeem all of its
then outstanding and unexercised Warrants. Each outstanding Warrant
entitled the holder to purchase from Niagara, prior to the exercise
deadline, one share of Niagara Common Stock at an exercise price of $5.50.
Of the 6,050,000 Warrants outstanding prior to the call for redemption,
6,042,990 were exercised resulting in $33,236,445 in gross proceeds to
Niagara and the issuance of 6,042,990 shares of Niagara Common Stock. The
Company used approximately $21.8 million of such proceeds during the fourth
quarter of 1997 to prepay in their entirety, at 107% plus accrued interest,
the Subordinated Notes. During the first quarter of 1998, the Company used
another $10 million of such proceeds to reduce the balance due under its
revolving credit facility.
At March 31, 1998, Niagara LaSalle had borrowed $11,700,000 under its
revolving credit facility and had approximately $32,700,000 in available
credit thereunder. Working capital of the company at March 31, 1998 was
$30,154,345 as compared to $38,746,722 on December 31, 1997.
CAUTIONARY STATEMENT FOR PURPOSES OF THE" SAFE HARBOR" PROVISIONS
OF THE PRIVATE SECURITIES REFORM ACT OF 1995
The Private Securities Reform Act of 1995 provides a new "safe
harbor" for certain forward-looking statements. The factors discussed under
"Risk Factors" in Niagara's Post-Effective Amendment No. 3 to its
Registration Statement No. 33-64682 (other than "High Degree of Leverage"
and "Shares Eligible for Future Sale") among others, could cause actual
results to differ materially from those contained in forward-looking
statements made in this Form 10-Q, including without limitation, in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in future filings by Niagara with the Commission, in the
Company's press releases and in oral statements made by authorized officers
of the Company. When used in this Form 10-Q, the words "estimate,"
"project," "anticipate," "expect," "intend," believe" and other similar
expressions are intended to identify forward looking statements.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(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 Redeemable Common Stock Purchase Warrant Certificate.
**4.3 Warrant Agreement between Continental Stock Transfer & Trust
Company and the Registrant, dated as of August 13, 1993.
***4.4 Notice of Redemption of Redeemable Common Stock Purchase Warrant
+++4.5 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
(the "Credit Agreement").
++++4.6 First Amendment to the Credit Agreement, dated as of
September 4, 1997.
++++4.7 Second Amendment to the Credit Agreement, effective as of
December 31, 1997.
+++4.8 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.
+++4.9 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.
+++++4.10 Promissory Note, dated December 5, 1997, made by Gilbert D.
Scharf in favor of Niagara Corporation.
!10.1 Stock Purchase Agreement by and among Niagara Cold Drawn
Corp. and the stockholders of Southwest Steel Company, Inc.,
dated January 31, 1996.
!!10.2 Form of Promissory Note made by Niagara Cold Drawn Corp.,
dated January 31, 1996.
!!10.3 Form of Guaranty made by the Registrant, dated January 31,
1996.
!!10.4 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.
!!10.5 Guaranty, made by the Registrant in favor of the Cohen Family
Revocable Trust, u/t/a dated June 15, 1988, dated January 31,
1996.
!!!10.6 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.
!!!!10.7 International Metals Acquisition Corporation 1995 Stock
Option Plan.
++10.8 First Amendment to the International Metals Acquisition
Corporation 1995 Stock Option Plan, dated October 5, 1996.
+++10.9 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 exhibit 3.1 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 exhibit 4.4 filed with the
Registrant's Report on Form 10-K for the fiscal year ended
December 31, 1993.
*** Incorporated by reference to exhibit 4.1 filed with the
Registrant's Report on Form 8-K, dated November 6, 1997.
! 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.
++++ Incorporated by reference to exhibits filed with the Registrant's
Report on Form 10-K for the fiscal year ended December 31, 1997.
+++++ Incorporated by reference to exhibits filed with the Registrant's
Report on Form 10-K/A for the fiscal year ended December 31, 1997.
(b) Reports on Form 8-K.
The Registrant filed its Report on Form 8-K, dated
March 26, 1998, reporting under Items 5 and 7 certain changes in
management and its Board of Directors.
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 15, 1998 NIAGARA CORPORATION
____________________________
(Registrant)
/s/ Michael Scharf
____________________________
Michael Scharf, President
Date: May 15, 1998 /s/ Raymond Rozanski
_____________________________
Raymond Rozanski, Vice President
and Treasurer
EXHIBIT INDEX
Exhibit No. Description Page
No.
27 Financial Data Schedule 20
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE UNAUDITED
QUARTERLY FINANCIAL STATEMENTS OF NIAGARA
CORPORATION AND SUBSIDIARIES FOR THE THREE
MONTHS ENDED MARCH 31, 1998 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 1,310,516
<SECURITIES> 0
<RECEIVABLES> 26,751,815
<ALLOWANCES> 753,000
<INVENTORY> 37,188,798
<CURRENT-ASSETS> 67,595,642
<PP&E> 97,879,442
<DEPRECIATION> 8,662,416
<TOTAL-ASSETS> 160,746,233
<CURRENT-LIABILITIES> 37,441,297
<BONDS> 47,997,322
<COMMON> 9,998
0
0
<OTHER-SE> 54,555,104
<TOTAL-LIABILITY-AND-EQUITY> 160,746,233
<SALES> 62,770,679
<TOTAL-REVENUES> 62,770,679
<CGS> 53,324,976
<TOTAL-COSTS> 53,324,976
<OTHER-EXPENSES> 4,208,338
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,278,359
<INCOME-PRETAX> 4,210,700
<INCOME-TAX> 1,642,000
<INCOME-CONTINUING> 2,568,700
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,568,700
<EPS-PRIMARY> .26
<EPS-DILUTED> .25
</TABLE>
