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 September 30, 2000
Commission File Number 0-22206
NIAGARA CORPORATION
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 59-3182820
------------------------------ ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
667 Madison Avenue
New York, New York 10021
-----------------------------------------
(Address of principal executive offices)
(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 September 30, 2000
Common Stock, par value $.001 per share 8,498,817
--------------------------------------- -------------------------
(Class) (Number of Shares)
NIAGARA CORPORATION
INDEX TO SEPTEMBER 2000 FORM 10-Q
-------------------------------------------------------------------------------
PAGE
PART I - FINANCIAL INFORMATION
FINANCIAL STATEMENTS (UNAUDITED):
NIAGARA CORPORATION
BALANCE SHEETS............................................... 3
STATEMENTS OF OPERATIONS..................................... 4-5
STATEMENT OF STOCKHOLDERS' EQUITY............................ 6
STATEMENTS OF CASH FLOWS..................................... 7
NOTES TO FINANCIAL STATEMENTS................................ 8-13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS............................................. 14-19
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ............ 19
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.................. 20
PART II - OTHER INFORMATION.............................................. 21-22
SIGNATURES............................................................... 25
<TABLE>
<CAPTION>
Niagara Corporation
and Subsidiaries
Balance Sheets
==========================================================================================
December 31, September 30,
1999 2000
(unaudited)
------------------------------------------------------------------------------------------
Assets
Current:
<S> <C> <C>
Cash and cash equivalents $ 2,234,181 $ 2,400,089
Trade accounts receivable, net of allowance
for doubtful accounts of $925,000 and $1,119,000 53,126,071 50,365,973
Accounts receivable, other 2,255,687 -
Inventories 59,441,872 59,879,372
Deferred income taxes 957,000 957,000
Other current assets 3,112,453 3,586,145
------------------------------------------------------------------------------------------
Total current assets 121,127,264 117,188,579
Property, plant and equipment, net of accumulated
depreciation of $21,160,043 and $26,570,134 102,983,882 98,662,213
Goodwill, net of accumulated amortization of
$300,077 and $358,226 2,022,061 1,963,912
Deferred financing costs, net of accumulated
amortization of $295,168 and $378,204 479,832 396,796
Intangible pension asset 474,000 474,000
Other assets, net of accumulated amortization of
$581,444 and $700,215 847,260 704,916
------------------------------------------------------------------------------------------
$ 227,934,299 $ 219,390,416
==========================================================================================
Liabilities and Stockholders' Equity
Current:
Accounts payable $ 50,191,265 $ 41,856,908
Accrued expenses 9,506,238 16,986,250
Current maturities of long-term debt 6,410,741 7,657,339
------------------------------------------------------------------------------------------
Total current liabilities 66,108,244 66,500,497
Other:
Long-term debt, less current maturities 87,387,943 78,576,882
Accrued pension cost 2,690,987 621,220
Accrued other postretirement benefits 5,331,586 5,137,092
Deferred income taxes 9,849,000 10,449,000
Other noncurrent liabilities 105,261 76,449
------------------------------------------------------------------------------------------
Total liabilities 171,473,021 161,361,140
------------------------------------------------------------------------------------------
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 issued 9,998 9,998
Additional paid-in capital 50,111,675 50,111,675
Retained earnings 12,141,460 16,911,336
Accumulated other comprehensive loss (175,644) (1,353,917)
------------------------------------------------------------------------------------------
62,087,489 65,679,092
Treasury stock, at cost, 1,034,509 and
1,498,638 shares (5,626,211) (7,649,816)
------------------------------------------------------------------------------------------
Total stockholders' equity 56,461,278 58,029,276
------------------------------------------------------------------------------------------
$ 227,934,299 $ 219,390,416
=========================================================================================
See accompanying notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
Niagara Corporation
and Subsidiaries
Statement of Operations
(Unaudited)
=========================================================================================
Three months ended September 30, 1999 2000
------------------------------------------------------------------------------------------
<S> <C> <C>
Net sales $ 75,718,037 $ 72,415,193
Cost of products sold 65,105,971 62,131,673
------------------------------------------------------------------------------------------
Gross profit 10,612,066 10,283,520
Operating expenses:
Selling, general and administrative 7,385,339 7,100,880
------------------------------------------------------------------------------------------
Income from operations 3,226,727 3,182,640
Other income (expense):
Interest income 7,524 -
Interest expense (1,792,783) (1,925,157)
Other income 3,040 76,321
------------------------------------------------------------------------------------------
Income before income taxes 1,444,508 1,333,804
Income taxes 528,000 500,000
------------------------------------------------------------------------------------------
Net income $ 916,508 $ 833,804
-----------------------------------------------------------------------------------------
Earnings per share (basic) $ .10 $ .10
-----------------------------------------------------------------------------------------
Earnings per share (diluted) $ .10 $ .10
-----------------------------------------------------------------------------------------
Weighted average common shares outstanding:
Basic 9,443,660 8,581,038
Diluted 9,443,660 8,581,038
=========================================================================================
See accompanying notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
Niagara Corporation
and Subsidiaries
Statements of Operations
(Unaudited)
=========================================================================================
Nine months ended September 30, 1999 (a) 2000
------------------------------------------------------------------------------------------
<S> <C> <C>
Net sales $ 186,716,649 $ 247,881,641
Cost of products sold 160,874,036 212,319,880
------------------------------------------------------------------------------------------
Gross profit 25,842,613 35,561,761
Operating expenses:
Selling, general and administrative 16,885,651 22,425,419
------------------------------------------------------------------------------------------
Income from operations 8,956,962 13,136,342
Other income (expense):
Interest income 22,285 207
Interest expense (3,770,622) (5,612,172)
Other income 77,510 145,499
------------------------------------------------------------------------------------------
Income before income taxes 5,286,135 7,669,876
Income taxes 2,018,000 2,900,000
-----------------------------------------------------------------------------------------
Net income $ 3,268,135 $ 4,769,876
-----------------------------------------------------------------------------------------
Earnings per share (basic) $ .35 $ .55
-----------------------------------------------------------------------------------------
Earnings per share (diluted) $ .34 $ .55
-----------------------------------------------------------------------------------------
Weighted average common shares outstanding:
Basic 9,469,472 8,729,344
Diluted 9,521,111 8,729,344
=========================================================================================
(a) Includes the results of Niagara LaSalle (UK) Limited from May 22, 1999.
See accompanying notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
Niagara Corporation
and Subsidiaries
Statement of Stockholders' Equity
(Unaudited)
===================================================================================================================================
Nine Months ended September 30, 2000
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock
--------------- Accumulated other Total
Number of Additional Retained comprehensive Treasury stock stockholders'
shares Amount paid-in capital earnings loss at cost equity
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1, 2000 9,997,455 $9,998 $50,111,675 $12,141,460 $(175,644) $(5,626,211) $56,461,278
Comprehensive income:
Net income for the
period - - - 4,769,876 - - 4,769,876
Foreign currency
translation adjust-
ments (Note 2) - - - - (1,178,273) (1,178,273)
-----------------------------------------------------------------------------------------------------------------------------------
Total comprehensive
income 3,591,603
===================================================================================================================================
Purchase of treasury
stock, at cost (a) - - - - - - (2,023,605)
===================================================================================================================================
Balance, September 30, 9,997,455 $9,998 $50,111,675 $16,911,336 $(1,353,917) $(7,649,816) $58,029,276
2000
===================================================================================================================================
(a) During the nine months ended September 30, 2000, Niagara Corporation repurchased 464,129 of its Common Stock at a cost of
$2,023,605. The shares repurchased are held as treasury stock.
See accompanying notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
Niagara Corporation
and Subsidiaries
Statements of Cash Flows
(Unaudited)
==================================================================================================
Nine months ended September 30, 1999 (a) 2000
--------------------------------------------------------------------------------------------------
Cash flows from operating activities:
<S> <C> <C>
Net income $ 3,268,135 $ 4,769,876
--------------------------------------------------------------------------------------------------
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization 5,912,011 7,214,652
Provision for doubtful accounts 106,896 199,674
Deferred income taxes 234,000 600,000
Accrued pension costs (454,952) (2,069,767)
Accrued other postretirement benefits 90,198 (194,494)
Changes in assets and liabilities, net of effect from the
purchase of U.K. steel bar businesses in 1999:
Increase in accounts receivable (39,046,793) (738,366)
Decrease in accounts receivable - other - 2,255,687
Increase in inventories (2,814,500) (2,881,430)
Increase in other assets, net (3,644,131) (721,879)
Increase in trade accounts payable and accrued
expenses 29,673,262 2,649,274
---------------------------------------------------------------------------------------------------
Total adjustments (9,944,009) 6,313,351
---------------------------------------------------------------------------------------------------
Net cash (used in) provided by operating activities (6,675,874) 11,083,227
---------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Acquisition of U.K. steel bar businesses, net of cash acquired (29,443,773) -
Acquisition of property and equipment (5,514,713) (3,673,742)
---------------------------------------------------------------------------------------------------
Net cash used in investing activities (34,958,486) (3,673,742)
---------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Proceeds from long-term debt 44,515,887 -
Repayment of long-term debt - (4,645,865)
Payments to acquire treasury stock (2,344,137) (2,023,605)
----------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 42,171,750 (6,669,470)
----------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash and cash equivalents - (574,107)
----------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 537,390 165,908
Cash and cash equivalents, beginning of period 440,654 2,234,181
----------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 978,044 $ 2,400,089
====================================================================================================
(a) Includes the cash flows of Niagara LaSalle (UK) Limited from May 22, 1999.
See accompanying notes to financial statements.
</TABLE>
Niagara Corporation
and Subsidiaries
Notes to Financial Statements - Information as of
September 30, 2000 and for the periods ended
September 30, 1999 and 2000 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, 1999.
2. FOREIGN CURRENCY
TRANSLATION AND TRANSACTIONS Niagara LaSalle (UK) Limited ("Niagara
UK"), an English company and a
subsidiary of Niagara Corporation
("Niagara," and together with its
subsidiaries, the "Company"), uses
British pounds sterling ("(pound)") as
its functional currency and its accounts
are translated to United States dollars
in conformity with Statement of
Financial Accounting Standards ("SFAS")
No. 52, "Foreign Currency Translation."
Assets and liabilities of this
subsidiary are translated at the
exchange rate in effect on September 30,
2000 and the related revenues and
expenses have been translated at rates
prevailing at the transaction date,
which approximates average rates for the
period. Translation adjustments arising
from the use of different exchange rates
from period to period are included as
accumulated other comprehensive loss
within the Statement of Stockholders'
Equity. Gains and losses resulting from
foreign currency transactions are
included in other income within the
Statements of Operations.
3. ACQUISITION OF U.K.
STEEL BAR BUSINESSES On May 21, 1999, Niagara UK purchased
the equipment, inventory and certain
other assets of the eight steel bar
businesses of Glynwed Steels Limited
("Glynwed Steels"), an English company
and a subsidiary of Glynwed
International plc ("Glynwed"). In
consideration for the sale of such
assets, Niagara UK paid Glynwed Steels
(pound)21,202,000 (approximately $34
million) in cash at the closing,
(pound)3,015,500 (approximately $4.9
million) of which was returned to
Niagara UK during the third quarter of
1999 as an adjustment to reflect the
value of the net assets transferred.
These steel bar businesses, which are
engaged in hot rolling, cold finishing
and distribution, currently consist of
the following unincorporated trading
units: Ductile Wesson, Gadd Dudley Port,
GB Longmore, Macreadys, Midland
Engineering Steels and W Wesson.
The financial statements include the
results of Niagara UK from May 22, 1999.
Accordingly, Niagara UK's results are
included for the entire three and nine
months ended September 30, 2000 and the
three months ended September 30, 1999,
but are only included from May 22, 1999
for the nine months ended September 30,
1999.
The acquisition of the U.K. steel bar
businesses was accounted for as a
purchase. The purchase price for these
businesses was approximately
(pound)21,275,000 (approximately $34.4
million) which amount includes (i)
approximately (pound)1,302,000
(approximately $2.1 million) of
acquisition costs and (ii) approximately
(pound)1,787,000 (approximately $2.9
million) of estimated costs relating to
the intended closure of certain
facilities and intended consolidation of
certain operations, which estimate was
subsequently increased to
(pound)2,040,000 (approximately $3.1
million). As of September 30, 2000,
approximately (pound)1,415,000
(approximately $2.2 million) of such
estimated costs had been expended.
In connection with the acquisition of
the U.K. steel bar businesses, Niagara
and Niagara UK entered into agreements
with subsidiaries of Glynwed providing
for the lease or sublease by Niagara UK
of 10 operating facilities and the
assignments of 5 sales office leases.
Pursuant to these agreements (i) the
initial term of the lease is 10 years
for 9 of the operating facilities and 5
years for the remaining operating
facility at aggregate rents of
(pound)50,000 (approximately $73,000)
for the first two years; (pound)850,000
(approximately $1.2 million) for years
3-6; and (pound)1,000,000 (approximately
$1.5 million) for years 7-10, (ii) each
operating facility lease can be
terminated by Niagara UK on one year's
notice and (iii) Niagara UK has the
option to purchase any or all of the 7
primary operating facilities at prices
fixed for 10 years (which prices total
(pound)9,468,000 (approximately $13.9
million)), or to renew the leases with
respect thereto for an additional term
of 15 years at commercial market rates.
The purchase of the U.K. steel bar
businesses was financed by (i)
borrowings under a bank facilities
agreement entered into on May 21, 1999
by Niagara UK providing for a (pound)10
million (approximately $16 million)
seven-year term loan and a (pound)9.8
million (approximately $15.7 million)
three-year revolving credit facility,
(ii) a (pound)3.75 million
(approximately $6 million) equity
investment by Niagara in Niagara UK,
(iii) a (pound)3.75 million
(approximately $6 million) subordinated
loan from Niagara to Niagara UK and (iv)
a (pound)2.5 million (approximately $4
million) short-term loan from Niagara to
Niagara UK. The equity investment and
subordinated and short-term loans were
financed by borrowings under a revolving
credit and term loan agreement dated
April 18, 1997, as amended, with
Niagara's U.S. subsidiaries, Niagara
LaSalle Corporation ("Niagara LaSalle")
and LaSalle Steel Company ("LaSalle,"
and together with Niagara LaSalle,
"Niagara US").
On August 23, 1999, Niagara UK entered
into a three-year invoice discounting
agreement with Lombard Natwest
Discounting Limited providing for up to
(pound)20 million (approximately $32.2
million) of advances to Niagara UK based
upon a formula tied to the receivables
purchased by such institution. In
connection with the execution of this
agreement, the revolving credit facility
under Niagara UK's bank facilities
agreement was reduced to (pound)4.9
million (approximately $7.9 million).
This facility was further reduced to
(pound)2.5 million (approximately $4.0
million) as of December 31, 1999.
Pro forma results of operations,
assuming the acquisition of the U.K.
steel bar businesses had occurred on
January 1, 1999 are unaudited and
detailed below. Pro forma adjustments
primarily include reductions in
depreciation and amortization based on
changes in the useful lives of the
assets acquired, additional interest
expense relating to the debt incurred in
connection with the acquisition, and
changes in rent expense based on
property leases entered into in
connection with the acquisition.
Nine Months ended September 30, 1999
-----------------------------------------------------------------------
Net Sales $247,005,829
Net Loss $(2,610,576)
Net Loss per share (basic) $(.28)
Net Loss per share (diluted) $(.28)
-----------------------------------------------------------------------
4. INVENTORIES
Inventories consisted of the following:
December 31, September 30,
1999 2000
------------------------------
Raw materials $25,231,191 $22,849,898
Work-in-process 5,260,767 5,654,828
Finished goods 28,949,914 31,374,646
--------------------------------------------
$59,441,872 $59,879,372
==========================================================================
At September 30, 2000, inventories totaling $37,518,817 and owned by
Niagara US are stated using the LIFO method and inventories totaling
$22,360,555 and owned by Niagara UK are stated using the FIFO method.
5. CONTINGENCIES Niagara US and Niagara UK are subject to
environmental laws and regulations
concerning, among other things, water
and air emissions and waste disposal.
Under such laws, including the
Comprehensive Environmental Response,
Compensation and Liability Act of 1980
as amended ("CERCLA"), Niagara US and
Niagara UK may be responsible for parts
of the costs required to remove or
remediate previously disposed wastes or
hazardous substances at the locations
they own or operate or at the locations
which they arranged for disposal of such
materials. The costs expended through
September 30, 2000 have been largely
covered by insurance. Management
believes any resolution of these matters
will not have a material adverse effect
on the Company's financial position or
operations.
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. In connection with these
programs, Niagara US has provided
certain insurance carriers with
irrevocable standby letters of credit
totaling $350,000 as of September 30,
2000. 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.
6. SEGMENTS AND
RELATED INFORMATION The Company operates in two reportable
segments: (i) Niagara US which has
operations in the United States and (ii)
Niagara UK which has operations in the
United Kingdom. The Company operates
these segments as separate strategic
business units and measures the segment
performance based on earnings before
interest, taxes, depreciation and
amortization ("EBITDA"). Niagara UK uses
British pounds sterling as its
functional currency and its accounts are
translated to United States dollars in
conformity with SFAS No. 52, "Foreign
Currency Translations." Assets and
liabilities have been translated at the
exchange rate in effect on September 30,
1999 and 2000, and the related revenues
and expenses have been translated at
rates prevailing at the transaction
date, which approximates average rates
for the period. The following tables set
forth certain performance and other
information by reportable segment.
Three months ended
September 30, 1999 Niagara US Niagara UK
-------------------------------------------------------------------------------
Net sales $ 44,060,507 $31,657,530
Segment profit (EBITDA) 3,925,215 1,969,176
Depreciation and amortization 1,819,140 315,462
Interest expense 1,134,613 658,170
Segment assets 147,298,070 74,032,022
Acquisition of property and equipment 996,429 30,714
------------------------------------------------------------------------------
Three months ended
September 30, 2000 Niagara US Niagara UK
------------------------------------------------------------------------------
Net sales $ 46,824,687 $25,590,506
Segment profit (EBITDA) 4,376,572 1,535,417
Depreciation and amortization 1,785,397 393,058
Interest expense 1,242,136 683,021
Segment assets 147,163,603 71,532,236
Acquisition of property and equipment 666,833 266,303
------------------------------------------------------------------------------
Nine months ended
September 30, 1999 (a) Niagara US Niagara UK
------------------------------------------------------------------------------
Net Sales $140,809,884 $45,906,765
Segment Profit (EBITDA) 14,154,886 2,228,165
Depreciation and amortization 5,447,228 457,862
Interest expense 2,986,822 783,800
Segment assets 147,298,070 74,032,022
Acquisition of property and equipment 5,078,816 30,714
------------------------------------------------------------------------------
(a) Segment information for Niagara UK reflects the results of such
segment from May 22, 1999.
Nine months ended
September 30, 2000 Niagara US Niagara UK
------------------------------------------------------------------------------
Net sales $157,644,112 $90,237,529
Segment profit (EBITDA) 16,645,569 5,204,260
Depreciation and amortization 5,708,792 1,430,172
Interest expense 3,554,939 2,057,233
Segment assets 147,163,603 71,532,236
Acquisition of property and equipment 1,838,889 1,812,556
------------------------------------------------------------------------------
Certain of the foregoing segment information (profit, depreciation and
amortization, assets and acquisition of property and equipment) does not
include components attributable to Niagara or incurred by Niagara on behalf
of its operating subsidiaries. Prior to the acquisition of the U.K. steel
bar businesses, the Company had one segment as all of its operations were
located in the United States.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Niagara was organized in April of 1993. In August 1995, Niagara
acquired Niagara LaSalle . With plants in Buffalo, New York and
Chattanooga, Tennessee, Niagara LaSalle was an established cold finished
steel bar producer in the northeast and southeast regions of the United
States.
In January 1996, Niagara LaSalle acquired Southwest Steel Company,
Inc. ("Southwest"), the leading cold drawn steel bar producer servicing the
southwest region of the United States. During 1996, Southwest completed
construction of a new plant in Midlothian, Texas and relocated its Tulsa,
Oklahoma operations to this new facility.
In April 1997, Niagara LaSalle acquired LaSalle, which had 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 this acquisition, Niagara US became the largest
independent producer of cold drawn steel bars in the United States.
On May 21, 1999, Niagara UK purchased the equipment, inventory and
certain other assets of the eight steel bar businesses of Glynwed Steels.
These steel bar businesses are engaged in hot rolling, cold finishing and
distribution and represent the largest independent steel bar concern in the
United Kingdom.
The Company has announced a restructuring plan for its hot rolling
operations in the United Kingdom. Under the plan, Niagara UK will close its
Ductile Hot Mill facility in Willenhall, transfer most of the production
from this facility to its W Wesson facility in Moxley (which has been
renamed Ductile Wesson) and invest approximately $1.6 million in its
remaining hot rolling businesses. The Company has also determined to
consolidate certain additional U.K. operations. These restructurings are
scheduled to be completed during 2000 and are expected to expand Niagara
UK's product range, improve its product quality and enhance its customer
service capabilities.
Results of operations
While the Company's sales and profitability for the nine months
ended September 30, 2000 improved over the comparable period in 1999,
results for the third quarter 2000 were mixed with both sales and
profitability at Niagara UK declining from the comparable period in 1999
which more than offset increases attributable to the Company's U.S.
operations for the period. The declines at Niagara UK were primarily caused
by the high value of the British pound relative to other Western European
currencies, which constrained export sales during the period.
The results of operations for the three months ended September 30,
1999 and 2000, and the nine months ended September 30, 2000, include the
results of Niagara UK for the entire periods, while the results for the
nine months ended September 30, 1999 include the results of Niagara UK only
from May 22, 1999.
Three Months ended September 30, 2000 compared with September 30, 1999
Net sales for the three months ended September 30, 2000 were
$72,415,193, representing a decrease of $3,302,844, or 4.4%, over the same
period in 1999. This decrease was attributable to a 19.2% reduction in
sales by the Company's U.K operations following the consolidation of such
operations and the closure of the Ductile Hot Mill facility, which was
partially offset by a 6.3% increase in sales by the Company's U.S.
operations.
Cost of sales for the three months ended September 30, 2000
decreased by $2,974,298 to $62,131,673, representing a decrease of 4.6%
over the same period in 1999. This decrease was primarily attributable to
the decreased sales volume from the Company's U.K. operations.
Gross margins for the three months ended September 30, 2000
increased by 0.2% compared to the same period in 1999 due primarily to the
Company's continued emphasis on higher margin value-added products.
Selling, general and administrative expenses for the three months
ended September 30, 2000 decreased by $284,459 to $7,100,880, or 9.8% of
sales, which, when compared to the corresponding period in 1999, represents
the same 9.8% of sales.
Interest expense for the three months ended September 30, 2000
increased by $132,374 to $1,925,157, due primarily to increased levels of
borrowing following the acquisition of the U.K. steel bar businesses and
increased interest rates.
Net income for the three months ended September 30, 2000 was
$833,804, a decrease of $82,704, or 9.0%, as compared to the net income for
the three months ended September 30, 1999. This decrease was primarily due
to a 61.7% reduction in net income attributable to the Company's U.K.
operations which was partially offset by a 53.2% increase in net income
attributable to the Company's U.S. operations.
Nine Months ended September 30, 2000 compared with September 30, 1999
Net sales for the nine months ended September 30, 2000 were
$247,881,641, representing an increase of $61,164,992, or 32.8%, over the
same period in 1999. Approximately 27.5% of this increase was attributable
to the Company's U.S. operations with the remainder, 72.5%, attributable to
the Company's U.K. operations.
Cost of sales for the nine months ended September 30, 2000
increased by $51,445,844 to $212,319,880, representing an increase of 32.0%
over the same period in 1999. This increase was primarily attributable to
the increased sales volume from the Company's U.S. and U.K. operations.
Gross margins for the nine months ended September 30, 2000
increased by .5% as compared to the same period in 1999, due primarily to
Niagara UK's greater emphasis on higher margin value-added products.
Selling, general and administrative expenses for the nine months
ended September 30, 2000 increased by $5,539,768 to $22,425,419, or 9.0% of
sales, which, when compared to the corresponding period in 1999, represents
the same 9.0% of sales. The increase in dollar amount was due to the
inclusion of Niagara UK's expenses for the entire period in 2000.
Interest expense for the nine months ended September 30, 2000
increased by $1,841,550 to $5,612,172, due primarily to increased levels of
borrowing following the acquisition of the U.K. steel bar businesses and
increased interest rates.
Net income for the nine months ended September 30, 2000 was
$4,769,876, an increase of $1,501,741, or 46.0%, as compared to the net
income for the nine months ended September 30, 1999. Approximately 81.5% of
this increase was attributable to the Company's U.S. operations and the
balance, 18.5%, was attributable to the Company's U.K. operations.
On a pro forma basis, and as disclosed in Note 3 to the financial
statements, actual net income for the nine months ended September 30, 2000
was $4,769,876 compared to a pro forma net loss of $2,610,576 for the same
period in 1999. The pro forma results for the nine months ended September
30, 1999 were negatively impacted by an inventory adjustment of
approximately $5,700,000 to estimated net realizable value at Niagara UK.
Liquidity and Capital Resources
The Company's short-term liquidity requirement for day-to-day
operating expenses has been, and is expected to continue to be, funded by
cash provided by operations, borrowings under its revolving credit
facilities and advances under its invoice discounting agreement. 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 nine months ended September 30, 2000 totaled
$3,673,742 as compared to $5,514,713 for the same period in 1999. This
decrease was attributable to an increase by U.S. operations in the
financing of new machinery and equipment through leases.
Cash flows provided by operating activities were $11,083,227 for
the nine months ended September 30, 2000, an increase of $17,759,101 as
compared to cash flows used in operating activities of $6,675,874
for the same period in 1999. This increase is largely attributable to the
large increase in accounts receivable in 1999 following the acquisition of
the U.K. steel bar businesses, which was partially offset by an increase in
accounts payable and accrued expenses for the nine months ended September
30, 1999. Cash and cash equivalents at September 30, 2000 was $2,400,089,
an increase of $165,908 as compared to December 31, 1999. Such funds are
used for working capital and other corporate purposes.
On April 18, 1997 and in connection with the acquisition of
LaSalle, Niagara US 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 five-year revolving credit facility and a
$40,000,000 seven-year term loan. The obligations of Niagara US 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 US.
Principal of the term loan under the Credit Agreement amortizes in
monthly installments that commenced 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 US
from time to time) plus 210 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 18, 2002. Interest on such loans is payable in monthly
installments at a rate that is either 175 basis points above the LIBOR rate
(for a period specified by Niagara US 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 US 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 US was in
compliance with all of these requirements as of September 30, 2000.
On April 18, 2000, Niagara LaSalle entered into a rate cap
transaction with The Bank of New York ("BNY") pursuant to which, and in
exchange for $63,000, BNY agreed to make certain payments to Niagara
LaSalle in the event the applicable three-month LIBOR rate exceeds 8.28% at
any time between July 20, 2000 and April 20, 2002. In such event, BNY has
agreed to pay Niagara LaSalle, on a quarterly basis beginning on October
20, 2000, an amount equal to that which would be payable on $45 million
(for the period in question), at an interest rate equal to the difference
between such LIBOR rate and 8.28%.
On May 20, 1998, Niagara's Board of Directors authorized the
repurchase, from time to time, of up to one million shares of Niagara
Common Stock in open market and privately negotiated transactions. On
October 6, 1999, Niagara's Board authorized the repurchase of an additional
one million Niagara shares. Such repurchases are subject to market and
other conditions and financed with internally generated funds, borrowings
under the Company's revolving credit facilities or advances under Niagara
UK's invoice discounting agreement. Shares of Niagara Common Stock
repurchased are held as treasury stock and are available for use in the
Company's benefit plans and for general corporate purposes. As of September
30, 2000, Niagara had repurchased 1,498,638 shares of its Common Stock at a
cost of $7,649,816, of which 464,129 shares were repurchased at a cost of
$2,023,605 during the nine months ended September 30, 2000.
On May 21, 1999 and in connection with the acquisition of the
steel bar businesses from Glynwed Steels, Niagara UK entered into a bank
facilities agreement (the "Facilities Agreement") with National Westminster
Bank Plc ("National Westminster"). The Facilities Agreement provides for a
(pound)10 million (approximately $16 million) seven-year term loan and a
(pound)9.8 million (approximately $15.7 million) three-year revolving
credit facility. The obligations of Niagara UK under the Facilities
Agreement are secured by standby letters of credit issued by M&T to
National Westminster (respectively, the "Term Letter of Credit" and the
"Revolving Letter of Credit," and, together, the "Letters of Credit") and
substantially all of the assets of Niagara UK (for the benefit of M&T).
Niagara UK's agreement to reimburse M&T for drawdowns under the Letters of
Credit is guaranteed by Niagara and Niagara US, which guarantees are
secured by substantially all of the assets of Niagara US on a second
priority basis. As consideration for the issuance of the Letters of Credit,
Niagara UK paid M&T a total of (pound)178,400 (approximately $285,440) at
the time of issuance and agreed to pay further annual fees (in monthly
installments) of 3% and 2.75% in respect of the Revolving and Term Letters
of Credit, respectively.
Principal of the term loan under the Facilities Agreement
amortizes in monthly installments commencing on May 31, 2000 and ending on
April 30, 2006. The principal repayment installments on the term loan
escalate throughout its term. Revolving credit loans made pursuant to the
Facilities Agreement are based upon a percentage of eligible inventory and
will mature on May 21, 2002. Interest of the term and revolving credit
loans under the Facilities Agreement accrue at the LIBOR rate (for periods
specified by Niagara UK from time to time) plus 15 basis points and is
payable at the conclusion of such interest periods.
The purchase of the U.K. steel bar businesses was also financed
pursuant to (i) a (pound)3.75 million (approximately $6 million) equity
investment by Niagara in Niagara UK (the "Equity Investment"), (ii) a
(pound)3.75 million (approximately $6 million ) subordinated loan from
Niagara to Niagara UK which accrues interest at 7.5% per annum (the
"Subordinated Loan") and (iii) a (pound)2.5 million (approximately $4
million) non-interest bearing short-term loan from Niagara to Niagara UK
(the "Short-Term Loan"). The Equity Investment, the Subordinated Loan and
the Short-Term Loan were financed by borrowings under the Credit Agreement.
The Short-Term Loan was repaid during the third quarter of 1999.
On August 23, 1999, Niagara UK entered into a three-year Invoice
Discounting Agreement (the "Discount Agreement") with Lombard Natwest
Discounting Limited ("Lombard") providing for up to (pound)20 million
(approximately $32.2 million) of advances to Niagara UK based upon a
formula tied to the receivables purchased by Lombard. Interest on such
advances accrues at the National Westminster base rate plus 2.25%. The
obligations of Niagara UK under the Discount Agreement are guaranteed by
Niagara and secured by substantially all of the assets of Niagara UK. In
connection with the execution of the Discount Agreement, the Revolving
Letter of Credit and the revolving credit facility under the Facilities
Agreement were reduced to (pound)4.9 million (approximately $7.9 million)
and subsequently reduced to (pound)2.5 million (approximately $4.0 million)
as of December 31, 1999.
The Facilities and Discount Agreements carry restrictions on,
among other things, security interests, borrowed money, asset dispositions,
dividends, transactions with affiliates, capital expenditures, changes in
control and mergers and acquisitions. Also included in these agreements are
requirements regarding tangible net worth, the ratio of profit before
interest and taxes to interest and the ratio of current assets to current
liabilities. Niagara UK was in compliance with all of these requirements as
of September 30, 2000.
In connection with the execution of the Facilities and Discount
Agreements, Niagara and Niagara UK entered into intercreditor agreements
which, among other things (i) restrict the payment of dividends in respect
of the Niagara UK shares, (ii) prohibit the repayment of the Subordinated
Loan until after the discharge of all of Niagara UK's liabilities under the
Facilities and Discount Agreements and (iii) permit the repayment of the
Short-Term Loan upon demand unless payments of principal or interest under
these agreement are owing, certain financial covenants in these agreements
have not been met or an event of default thereunder has occurred and is
continuing.
At September 30, 2000, the Company had borrowed or been advanced
$44,021,000 under its revolving credit facilities and the Discount
Agreement and had approximately $25,000,000 in available credit thereunder,
and the outstanding balance of its term loans was $40,573,000. Working
capital of the Company at September 30, 2000 was $50,688,082 as compared to
$55,019,020 at December 31, 1999.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's primary market risks include fluctuations in
interest rates, variability in interest rate spreads (i.e., prime to LIBOR
spreads) and exchange rate variability. The Company does not trade in
derivative financial instruments. Substantially all of the Company's
non-trade indebtedness relates to loans made pursuant to the Credit and
Facilities Agreements and advances under the Discount Agreement. Interest
on the term loan under the Credit Agreement accrues at either the LIBOR
rate (for a period specified by Niagara US from time to time) plus 210
basis points, or M&T's prime rate plus 50 basis points. Interest on
revolving credit loans made pursuant to such agreement accrues at either
175 basis points above the LIBOR rate (for a period specified by Niagara US
from time to time) or M&T's prime rate plus 25 basis points. Interest on
the term and revolving credit loans under the Facilities Agreement accrues
at the LIBOR rate (for a period specified by Niagara UK from time to time)
plus 15 basis points. Interest on advances under the Discount Agreement
accrues at National Westminster's base rate plus 2.25%. Management has
attempted to reduce market risks associated with the fluctuations in
interest rates by entering into an interest rate cap agreement which
protects Niagara LaSalle with respect to $45 million of indebtedness in the
event the applicable three-month LIBOR rate exceeds 8.28% (see MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -
Liquidity and Capital Resources). Management has also attempted to reduce
such risks through the selection of LIBOR periods under the Credit and
Facilities Agreements and advance amounts under the Discount Agreement.
The Company sells its products primarily to customers in North
America and Europe. Niagara UK's revenues are generally collected in the
local currency of its customers. To reduce the Company's sensitivity to
fluctuations in exchange rates, Niagara UK purchases foreign exchange
contracts in amounts and with expiration dates in line with customer
orders. Revenues from sales by Niagara US are collected exclusively in U.S.
dollars.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for certain forward- looking statements. Some of the
statements in this Form 10-Q, including, without limitation, in
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS," may constitute forward-looking statements. When used in this
Form 10-Q, the words "may," "will," "should," "could," "expects," "plans,"
"anticipates," "intends," "believes," "estimates," "predicts," "projects,"
"potential," "likely" or "continue" and other similar expressions are
intended to identify such forward-looking statements. These statements
involve known and unknown risks, uncertainties and other factors, many of
which are beyond the control of the Company, that may cause the Company's
actual results to be materially different from those expressed or implied
by such forward-looking statements, in future filings by Niagara with the
Securities and Exchange Commission, in the Company's press releases or in
oral statements made by authorized officers of the Company. The factors
discussed under "CAUTIONARY STATEMENT FOR PURPOSES OF THE 'SAFE HARBOR'
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995" in
Niagara's Report on Form 10-K for the fiscal year ended December 31, 1999,
among others, could cause actual results to differ materially from those
contained in forward-looking statements made in this Form 10-Q.
PART II - OTHER INFORMATION
Item 1. Legal proceedings.
Niagara US and Niagara UK are subject to extensive environmental
laws and regulations concerning, among other matters, water and air
emissions and waste disposal. Under such laws, including the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended
("CERCLA"), Niagara US and Niagara UK may be responsible for costs required
to remove or remediate previously disposed wastes or hazardous substances
at locations owned or operated by them or at locations owned or operated by
third parties where they, or a company from which they acquired assets,
arranged for the disposal of such materials. Claims for such costs have
been made against LaSalle with respect to five such third-party sites.
Management believes that, in four cases, the volumes of the waste allegedly
attributable to LaSalle and the share of costs for which it may be liable
are de minimis. At three of these sites, LaSalle has entered into de
minimis settlement agreements resolving the pending claims of liability,
one of which awaits further governmental approval. In the fifth case,
LaSalle has entered into an agreement with a group of other companies
alleged to be responsible for remediation of the site in an effort to share
proportionately the cost of remediation. LaSalle and this group of
companies have also signed an Administrative Order on Consent with the
United States Environmental Protection Agency and agreed to perform a
limited remediation at the site. LaSalle has received an insurance
settlement in an amount that largely covers the financial contributions it
has been required to make for these sites through September 30, 2000.
Because liability under CERCLA and analogous state laws is generally joint
and several, and because further remediation work may be required at these
sites, LaSalle may be required to contribute additional funds. However,
based on its volumetric share of wastes disposed and the participation of
other potentially liable parties, management does not believe that
LaSalle's share of the additional costs will have a material adverse effect
on the Company's financial position or results of operations.
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.
None.
Item 5. Other information.
Not applicable.
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 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").
+++4.3 First Amendment to the Credit Agreement, dated as of
September 4, 1997.
+++4.4 Second Amendment to the Credit Agreement, effective as of
December 31, 1997.
!!4.5 Third Amendment to the Credit Agreement, effective May 15,
1998.
**4.6 Fourth Amendment to the Credit Agreement, effective as of
December 1, 1998.
****4.7 Fifth Amendment to the Credit Agreement, effective as of
May 21, 1999.
+++++4.8 Sixth Amendment to the Credit Agreement, effective as of
December 31, 1999.
!!!!!!4.9 Seventh Amendment to the Credit Agreement, effective as of
March 31, 2000.
!!!!!!4.10 Eighth Amendment to the Credit Agreement,
effective as of June 8, 2000.
**4.1l Amended and Restated Promissory Note, dated December 15,
1998, made by Gilbert D. Scharf in favor of Niagara
Corporation.
****4.12 Bank Facilities Agreement, dated May 21, 1999 between
National Westminster Bank Plc and Niagara LaSalle (UK)
Limited.
****4.13 Intercreditor Agreement, dated May 21, 1999, between
National Westminster Bank Plc, Niagara Corporation and
Niagara LaSalle (UK) Limited.
++++4.14 Invoice Discounting Agreement, dated August 23, 1999,
between Niagara LaSalle (UK) Limited and Lombard Natwest
Discounting Limited.
++++4.15 Intercreditor Agreement, dated August 23, 1999, between
Lombard Natwest Discounting Limited, Niagara Corporation
and Niagara LaSalle (UK) Limited.
++++4.16 Deed of Priority, dated August 23, 1999, between Lombard
Natwest Discounting Limited, National Westminster Bank
Plc, Manufacturers and Traders Trust Company, Niagara
LaSalle (UK) Limited and Niagara Corporation.
!!!!!!4.17 Amended Rate Cap Transaction Agreement, dated June 7,
2000, between The Bank of New York and Niagara LaSalle
Corporation.
*** 10.1 Employment Agreement, dated as of January 1, 1999, by
and among Niagara Corporation, Niagara LaSalle Corporation
and Michael Scharf.
** 10.2 Employment Agreement, dated August 16, 1995, between
International Metals Acquisition Corporation, Niagara Cold
Drawn Corp. and Frank Archer.
** 10.3 Employment Agreement, dated August 16, 1995, between
International Metals Acquisition Corporation, Niagara Cold
Drawn Corp. and Raymond Rozanski.
!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 International Metals Acquisition Corporation 1995 Stock
Option Plan.
!!!!10.7 First Amendment to the International Metals Acquisition
Corporation 1995 Stock Option Plan, dated October 5, 1996.
++10.8 Second Amendment to the Niagara Corporation 1995 Stock
Option Plan, dated June 8, 1998.
++10.9 Niagara Corporation Employee Stock Purchase Plan.
** 10.10 First Amendment to Lease, dated May 4, 1998, between
Niagara LaSalle Corporation and North American Royalties,
Inc.
*****10.11 Sale of Business Agreement, dated April 16, 1999, between
Glynwed Steels Limited, Glynwed International plc, Niagara
LaSalle (UK) Limited and Niagara Corporation
*****10.12 Property Agreement, dated April 16, 1999, between Glynwed
Property Management Limited, Glynwed Properties Limited,
Niagara LaSalle (UK) Limited, Niagara Corporation and
Glynwed International plc.
*****10.13 Agreement For Lease of Unit 6-8 Eagle Industrial Estate,
dated April 16, 1999, between Glynwed Property Management
Limited, Glynwed Properties Limited, Niagara LaSalle (UK)
Limited and Niagara Corporation.
+++++10.14 Form of Niagara LaSalle (UK) Limited Lease.
+++++10.15 Form of Niagara LaSalle (UK) Limited Side Deed.
+++++10.16 Form of Niagara LaSalle (UK) Limited Option Agreement.
+++++10.17 Form of Niagara LaSalle (UK) Limited Lease Renewal Deed.
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 Annexes to the Registrant's
Proxy Statement for the Annual Meeting of Stockholders
held on July 7, 1998.
+++ 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-Q for the quarter ended
September 30, 1999.
+++++ Incorporated by reference to exhibits filed with the Registrant's
Report on Form 10-K for the fiscal year ended December 31, 1999.
* 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, 1998.
*** Incorporated by reference to exhibit 10.1 filed with the
Registrant's Report on Form 10-K/A for the fiscal year
ended December 31, 1998.
**** Incorporated by reference to exhibits filed with the
Registrant's Report on Form 8-K, dated June 4, 1999.
***** Incorporated by reference to exhibits filed with the
Registrant's Report on Form 8-K, dated April 27, 1999.
! 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 Annex A to the Registrant's
Proxy Statement for the Annual Meeting of Stockholders
held on May 16, 1996.
!!! Incorporated by reference to exhibit 4.8 to the
Registrant's Report on Form 10-Q for the quarter ended
June 30, 1998.
!!!! 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-Q for the quarter ended June 30, 1999.
(b) Reports on Form 8-K.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 13, 2000 NIAGARA CORPORATION
-------------------
(Registrant)
/s/ Michael Scharf
-------------------------
Michael Scharf, President
Date: November 13, 2000 /s/ Raymond Rozanski
--------------------------------
Raymond Rozanski, Vice President
and Treasurer
EXHIBIT INDEX
Exhibit No. Description Page No.
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27 Financial Data Schedule 27
