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 June 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 June 30, 2000
Common Stock, par value $.001 per share 8,720,246
--------------------------------------- -------------------------
(Class) (Number of Shares)
NIAGARA CORPORATION
INDEX TO JUNE 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............................................21-24
SIGNATURES............................................................. 25
<TABLE>
<CAPTION>
NIAGARA CORPORATION
AND SUBSIDIARIES
BALANCE SHEETS
===========================================================================================
December 31, June 30,
1999 2000
-------------------------------------------------------------------------------------------
(unaudited)
ASSETS
CURRENT:
<S> <C> <C>
Cash and cash equivalents $ 2,234,181 $ 2,026,078
Trade accounts receivable, net of allowance for
doubtful accounts of $925,000 and $1,062,000 53,126,071 60,102,632
Accounts receivable, other 2,255,687 -
Inventories 59,441,872 63,873,285
Deferred income taxes 957,000 957,000
Other current assets 3,112,453 4,347,468
--------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 121,127,264 131,306,463
Property, plant and equipment, net of accumulated
depreciation of $21,160,043 and $24,859,266 102,983,882 100,368,475
Goodwill, net of accumulated amortization of
$300,077 and $338,843 2,022,061 1,983,295
Deferred financing costs, net of accumulated
amortization of $295,168 and $350,532 479,832 424,468
Intangible pension asset 474,000 474,000
Other assets, net of accumulated amortization of
$581,444 and $657,475 847,260 747,656
---------------------------------------------------------------------------------------------
$227,934,299 $235,304,357
=============================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT:
Accounts payable $ 50,191,265 $ 51,230,687
Accrued expenses 9,506,238 18,835,639
Current maturities of long-term debt 6,410,741 7,059,559
---------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 66,108,244 77,125,885
OTHER:
Long-term debt, less current maturities 87,387,943 81,812,890
Accrued pension cost 2,690,987 1,951,991
Accrued other postretirement benefits 5,331,586 5,222,692
Deferred income taxes 9,849,000 10,449,000
Other noncurrent liabilities 105,261 82,529
---------------------------------------------------------------------------------------------
TOTAL LIABILITIES 171,473,021 176,644,987
---------------------------------------------------------------------------------------------
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 16,077,532
Accumulated other comprehensive loss (175,644) (859,651)
---------------------------------------------------------------------------------------------
62,087,489 65,339,554
Treasury stock, at cost, 1,034,509 and
1,277,209 shares (5,626,211) (6,680,184)
---------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 56,461,278 58,659,370
---------------------------------------------------------------------------------------------
$ 227,934,299 $235,304,357
=============================================================================================
See accompanying notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
NIAGARA CORPORATION
AND SUBSIDIARIES
STATEMENT OF OPERATIONS
(Unaudited)
=============================================================================================
Three months ended June 30, 1999 (a) 2000
---------------------------------------------------------------------------------------------
<S> <C> <C>
NET SALES $ 61,618,459 $ 85,467,025
COST OF PRODUCTS SOLD 53,628,529 73,291,557
---------------------------------------------------------------------------------------------
GROSS PROFIT 7,989,930 12,175,468
OPERATING EXPENSES:
Selling, general and administrative 5,395,644 7,435,011
---------------------------------------------------------------------------------------------
INCOME FROM OPERATIONS 2,594,286 4,740,457
OTHER INCOME (EXPENSE):
Interest income 7,434 -
Interest expense (1,082,059) (1,819,086)
Other income 3,212 1,012
---------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 1,522,873 2,922,383
7INCOME TAXES 590,000 1,122,000
NET INCOME $ 932,873 $ 1,800,383
---------------------------------------------------------------------------------------------
EARNINGS PER SHARE (BASIC) $ .10 $ .21
---------------------------------------------------------------------------------------------
EARNINGS PER SHARE (DILUTED) $ .10 $ .21
---------------------------------------------------------------------------------------------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
BASIC 9,511,575 8,732,194
DILUTED 9,768,498 8,732,194
=============================================================================================
(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
STATEMENTS OF OPERATIONS
(UNAUDITED)
=============================================================================================
Six months ended June 30, 1999 (a) 2000
---------------------------------------------------------------------------------------------
<S> <C> <C>
NET SALES $ 110,998,612 $ 175,466,448
COST OF PRODUCTS SOLD 95,768,065 150,188,207
---------------------------------------------------------------------------------------------
GROSS PROFIT 15,230,547 25,278,241
OPERATING EXPENSES:
Selling, general and administrative 9,500,312 15,324,540
---------------------------------------------------------------------------------------------
INCOME FROM OPERATIONS 5,730,235 9,953,701
OTHER INCOME (EXPENSE):
Interest income 14,761 187
Interest expense (1,977,839) (3,687,015)
Other income 74,470 69,199
---------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 3,841,627 6,336,072
INCOME TAXES 1,490,000 2,400,000
---------------------------------------------------------------------------------------------
NET INCOME $ 2,351,627 $ 3,936,072
---------------------------------------------------------------------------------------------
EARNINGS PER SHARE (BASIC) $ .25 $ .45
---------------------------------------------------------------------------------------------
EARNINGS PER SHARE (DILUTED) $ .24 $ .45
---------------------------------------------------------------------------------------------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
BASIC 9,511,575 8,808,117
DILUTED 9,721,901 8,808,117
=============================================================================================
(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)
==================================================================================================================================
Six Months ended June 30, 2000
----------------------------------------------------------------------------------------------------------------------------------
Common Stock
---------------------- Accumulated other
Number of Additional Retained comprehensive Treasury stock
shares Amount paid-in capital earnings loss at cost Total
----------------------------------------------------------------------------------------------------------------------------------
BALANCE, JANUARY 1,
<C> <C> <C> <C> <C> <C> <C> <C>
2000 9,997,455 $9,998 $50,111,675 $12,141,460 $(175,644) $(5,626,211) $56,461,278
Net income for the
period - - - 3,936,072 - - 3,936,072
Foreign currency
translation adjustments
(Note 2) - - - - (684,007) - (684,007)
Purchase of treasury
stock, at cost (a) - - - - - (1,053,973) (1,053,973)
===================================================================================================================================
BALANCE, JUNE 30, 9,997,455 $9,998 $50,111,675 $16,077,532 $(859,651) $(6,680,184) $58,659,370
2000
===================================================================================================================================
</TABLE>
(a) During the six months ended June 30, 2000, Niagara Corporation
repurchased 242,700 of its Common Stock at a cost of $1,053,973. The
shares repurchased are held as treasury stock.
See accompanying notes to financial statements.
<TABLE>
<CAPTION>
NIAGARA CORPORATION
AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
(Unaudited)
===========================================================================================================
Six months ended June 30, 1999 (a) 2000
-----------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 2,351,627 $ 3,936,072
-----------------------------------------------------------------------------------------------------------
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization 3,770,488 5,007,750
Provision for doubtful accounts 66,939 144,437
Deferred income taxes 794,000 600,000
Accrued pension costs (273,302) (738,996)
Accrued other postretirement benefits 46,924 (108,894)
Changes in assets and liabilities, net of effect from the
purchase of U.K. steel bar businesses in 1999:
Increase in accounts receivable (22,182,632) (9,336,190)
Decrease in accounts receivable - other - 2,255,687
Increase in inventories (1,845,129) (6,006,135)
Increase in other assets, net (1,051,534) (1,410,588)
Increase in trade accounts payable and accrued
expenses 20,530,778 12,822,208
-----------------------------------------------------------------------------------------------------------
TOTAL ADJUSTMENTS (143,468) 3,229,279
-----------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 2,208,159 7,165,351
-----------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of U.K. steel bar businesses, net of cash acquired (34,315,823) -
Acquisition of property and equipment (4,481,681) (2,740,605)
-----------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (38,797,504) (2,740,605)
-----------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt 38,474,018 -
Repayment of long-term debt - (3,058,485)
Payments to acquire treasury stock - (1,053,973)
-----------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 38,474,018 (4,112,458)
-----------------------------------------------------------------------------------------------------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS - (520,391)
-----------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,884,673 (208,103)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 440,654 2,234,181
-----------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,325,327 $ 2,026,078
===========================================================================================================
(a) Includes the cash flows of Niagara LaSalle (UK) Limited from May 22, 1999.
See accompanying notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
NIAGARA CORPORATION
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS - INFORMATION AS OF
JUNE 30, 2000 AND FOR THE PERIODS ENDED
JUNE 30, 1999 AND 2000 IS UNAUDITED.
============================================================================================
<S> <C>
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 Niagara LaSalle (UK) Limited ("Niagara UK"), an
TRANSLATION AND English company and a subsidiary of Niagara
TRANSACTIONS 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
June 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. On May 21, 1999, Niagara UK purchased the equipment,
STEEL BAR BUSINESSES 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 six months ended June 30, 2000 but are
only included from May 22, 1999 for the three
and six months ended June 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 June 30,
2000, approximately (pound)1,236,000
(approximately $1.9 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 $76,000) for the
first two years; (pound)850,000 (approximately
$1.3 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 $14.4 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.
Six Months ended June 30, 1999
-------------------------------------------------
Net Sales $171,287,792
Net Income (Loss) $(3,527,084)
Net Income (Loss) per share
(basic) $(.37)
Net Income (Loss) per share
(diluted) $(.36)
--------------------------------------------------
4. INVENTORIES Inventories consisted of the following:
December 31, June 30,
1999 2000
-----------------------------
Raw materials $25,231,191 $28,231,532
Work-in-process 5,260,767 6,600,974
Finished goods 28,949,914 29,040,779
-----------------------------
$59,441,872 $63,873,285
===================================================
At June 30, 2000, inventories totaling
$40,917,488 and owned by Niagara US are stated
using the LIFO method and inventories totaling
$22,955,797 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 June
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 June 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 The Company operates in two reportable segments:
RELATED INFORMATION (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 June 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
June 30, 1999 (a) Niagara US Niagara UK
----------------------------------------------------
Net sales $ 47,369,224 $ 14,249,235
Segment profit (EBITDA) 4,807,070 258,989
Depreciation and
amortization 1,828,804 142,400
Interest expense 956,429 125,630
Segment assets 146,395,060 57,733,200
Acquisition of property
and equipment 2,414,140 -
----------------------------------------------------
(a) Segment information for Niagara UK reflects
the results of such segment from May 22, 1999.
Three months ended
June 30, 2000 Niagara US Niagara UK
----------------------------------------------------
Net sales $ 56,170,337 $ 29,296,688
Segment profit (EBITDA) 6,119,145 1,577,720
Depreciation and
amortization 1,963,350 484,349
Interest expense 1,121,304 697,782
Segment assets 156,673,687 77,688,839
Acquisition of property
and equipment 1,007,115 1,165,584
-----------------------------------------------------
Six Months ended
June 30, 1999(a) Niagara US Niagara UK
-----------------------------------------------------
Net Sales $ 96,749,377 $ 14,249,235
Segment Profit (EBITDA) 10,229,671 258,989
Depreciation and
amortization 3,628,088 142,400
Interest expense 1,852,209 125,630
Segment assets 146,395,060 57,733,200
Acquisition of property
and equipment 4,082,387 -
------------------------------------------------------
(a) Segment information for Niagara UK reflects the
results of such segment from May 22, 1999.
Six months ended
June 30, 2000 Niagara US Niagara UK
-------------------------------------------------------
Net sales $ 110,819,425 $ 64,647,023
Segment profit (EBITDA) 12,268,997 3,668,843
Depreciation and
amortization 3,923,395 1,037,114
Interest expense 2,312,803 1,374,212
Segment assets 156,673,676 77,688,839
Acquisition of property
and equipment 1,172,056 1,546,253
--------------------------------------------------------
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.
</TABLE>
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
The Company's sales and profitability in both the three and six
months ended June 30, 2000 improved over the comparable periods in 1999
primarily because of a strong order pattern from several major customers,
continuing cost containment efforts and improved market share garnered by
certain of the Company's specialty products. Niagara UK's results of
operations continued to be negatively impacted during the first six months
of 2000 by the high value of the British pound relative to other
currencies, which constrained its export sales during the period.
The results of operations for the three and six months ended
June 30, 2000 include the results of Niagara UK for the entire periods
while the results for the comparable periods in 1999 include the results of
Niagara UK only from May 22, 1999.
Three Months ended June 30, 2000 compared with June 30, 1999
Net sales for the three months ended June 30, 2000 were
$85,467,025, representing an increase of $23,848,566, or 38.7%, over the
same period in 1999. Approximately 37% of this increase was attributable to
the Company's U.S. operations with the remainder, 63%, attributable to the
Company's U.K. operations.
Cost of sales for the three months ended June 30, 2000 increased
by $19,663,028 to $73,291,557, representing an increase of 36.7% 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 three months ended June 30, 2000 increased
by 1.2% 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 three
months ended June 30, 2000 increased by $2,039,367 to $7,435,011, or 8.7%
of sales, compared to 8.8% of sales for the same period in 1999. The
increase in dollar amount was due to the inclusion of Niagara UK's expenses
for the full quarter in 2000.
Interest expense for the three months ended June 30, 2000
increased by $737,027 to $1,819,086, 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 June 30, 2000 was
$1,800,383, an increase of $867,510, or 93.0%, as compared to the net
income for the three months ended June 30, 1999. Approximately 90% of this
increase was attributable to the Company's U.S. operations and the balance,
10%, was attributable to the Company's U.K. operations.
Six Months ended June 30, 2000 compared with June 30, 1999
Net sales for the six months ended June 30, 2000 were
$175,466,448, representing an increase of $64,467,836, or 58.1%, over the
same period in 1999. Approximately 22% of this increase was attributable to
the Company's U.S. operations with the remainder, 78%, attributable to the
Company's U.K. operations.
Cost of sales for the six months ended June 30, 2000 increased
by $54,420,142 to $150,188,207, representing an increase of 56.8% 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 six months ended June 30, 2000 increased
by .7% 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 six months
ended June 30, 2000 increased by $5,824,228 to $15,230,540, or 8.7% of
sales, compared to 8.6% of sales for the same period in 1999. 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 six months ended June 30, 2000
increased by $1,709,176 to $3,687,015, 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 six months ended June 30, 2000 was
$3,936,071, an increase of $1,584,445, or 67.4%, as compared to the net
income for the six months ended June 30, 1999. Approximately 70% of this
increase was attributable to the Company's U.S. operations and the balance,
30%, 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 six months ended June 30,
2000 was $3,936,072 compared to a pro forma net loss of $3,527,084 for the
same period in 1999. The pro forma results for the first half of 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 six months ended June 30, 2000 totaled
$2,740,605 as compared to $4,481,681 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 $7,165,351 for
the six months ended June 30, 2000, an increase of $4,957,192 as compared
to cash flows provided by operating activities of $2,208,159 for the same
period in 1999. This increase is largely attributable to an increase in net
income of $1,584,445 and an increase in accounts payable and accrued
expenses of $12,822,208, which was offset in part by an increase in
accounts receivable of $9,336,190. Cash and cash equivalents at June 30,
2000 was $2,026,078, a decrease of $208,103 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 and 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 June 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 June 30,
2000, Niagara had repurchased 1,277,209 shares of its Common Stock at a
cost of $6,680,184, of which 242,700 shares were repurchased at a cost of
$1,053,973 during the six months ended June 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 June 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 June 30, 2000, the Company had borrowed or been advanced
$44,642,006 under its revolving credit facilities and the Discount
Agreement and had approximately $30,000,000 in available credit thereunder,
and the outstanding balance of its term loans was $43,520,000. Working
capital of the Company at June 30, 2000 was $54,180,578 as compared to
$55,019,020 on 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, or 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 June 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.
(a) An annual meeting of Niagara Stockholders was held on June
13, 2000.
(b) Michael J. Scharf, Gilbert D. Scharf, Frank Archer, Gerald
L. Cohn, Andrew R. Heyer and Douglas T. Tansill were elected as directors of
Niagara at the Annual Meeting.
(c) The matters voted upon at the Annual Meeting were (i) the
election of Michael J. Scharf, Gilbert D. Scharf, Frank Archer, Gerald L.
Cohn, Andrew R. Heyer and Douglas T. Tansill to hold office until the next
Annual Meeting of Stockholders or until their respective successors have
been duly elected and qualified, the vote as to which was 7,749,959 for and
19,875 withheld for for each of Messrs. Archer, Cohn, Heyer and Tansill,
7,743,459 for and 26,375 withheld for Mr. Gilbert Scharf, and 7,736,359 for
and 33,475 withheld for Mr. Michael Scharf and (ii) the ratification of BDO
Seidman LLP as independent accountants for 2000, the vote to which was
7,703,834 for, 62,100 against and 3,900 abstentions.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. - SEGALMAN TO UPDATE AT SASMF
(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 of the Credit Agreement, effective as
of March 31, 2000.
4.10 Eight Amendment to the Credit Agreement, effective as of
June 8, 2000.
**4.11 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.
(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: August 11, 2000 NIAGARA CORPORATION
-------------------------
(Registrant)
/s/ Michael Scharf
-------------------------------------
Michael Scharf, President
Date: August 11, 2000 /s/ Raymond Rozanski
-------------------------------------
Raymond Rozanski, Vice President and
Treasurer
EXHIBIT INDEX
Exhibit No. Description Page No.
----------- ----------- --------
4.9 Seventh Amendment to the Credit Agreement, 27
effective as of March 31, 2000.
4.10 Eighth Amendment to the Credit Agreement, 33
effective as of June 8, 2000.
4.17 Amended Rate Cap Transaction Agreement, 39
dated June 7, 2000, between The Bank of New York
and Niagara LaSalle Corporation.
27 Financial Data Schedule 47
