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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, 2002
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___.
There were 8,238,517 shares of the registrant's Common Stock
outstanding as of June 30, 2002.
NIAGARA CORPORATION
Index to June 2002 Form 10-Q
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Page
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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
Management's Discussion and Analysis of Financial
Condition and Results of Operations................................... 13
Quantitative and Qualitative Disclosures about Market Risk .............. 21
Cautionary Statement for Purposes of the "Safe Harbor" Provisions
of the Private Securities Litigation Reform Act of 1995............... 22
Part II - Other Information................................................ 23
Signatures................................................................. 27
Niagara Corporation
and Subsidiaries
Balance Sheets
=================================================================================================================================
=================================================================================================================================
December 31, June 30,
2001 2002
- ---------------------------------------------------------------------------------------------------------------------------------
(unaudited)
Assets
Current:
Cash and cash equivalents $ 1,692,070 $ 1,162,537
Trade accounts receivable, net of allowance for doubtful accounts of
$1,276,000 and $1,314,000 37,844,609 39,119,373
Inventories 44,113,663 49,158,142
Deferred income taxes 1,678,000 1,678,000
Other current assets 3,870,749 5,392,198
- ---------------------------------------------------------------------------------------------------------------------------------
Total current assets 89,199,091 96,510,250
Property, plant and equipment, net of accumulated depreciation and
amortization of $40,232,578 and $45,585,667 89,658,179 86,402,918
Goodwill 1,904,499 1,904,499
Deferred financing costs, net of accumulated amortization of $516,564
and $571,908 258,436 203,092
Intangible pension asset 370,000 344,000
Other assets, net of accumulated amortization of $883,293 and $945,525 488,725 485,973
- ---------------------------------------------------------------------------------------------------------------------------------
$ 181,878,930 $185,850,732
=================================================================================================================================
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 32,604,979 $ 39,441,962
Accrued expenses 10,671,116 12,795,003
Current maturities of long-term debt 9,709,148 12,509,994
- ---------------------------------------------------------------------------------------------------------------------------------
Total current liabilities 52,985,243 64,746,959
Other:
Long-term debt, less current maturities 62,293,980 55,292,551
Accrued pension cost 1,987,000 1,320,500
Accrued other postretirement benefits 5,302,483 4,869,812
Deferred income taxes 10,020,000 10,020,000
Other noncurrent liabilities 37,710 25,978
- ---------------------------------------------------------------------------------------------------------------------------------
Total liabilities 132,626,416 136,275,800
- ---------------------------------------------------------------------------------------------------------------------------------
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 11,852,159 11,776,956
Accumulated other comprehensive loss (4,471,634) (4,074,013)
- ---------------------------------------------------------------------------------------------------------------------------------
57,502,198 57,824,616
Treasury stock, at cost, 1,758,938 shares (8,249,684) (8,249,684)
- ---------------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 49,252,514 49,574,932
- ---------------------------------------------------------------------------------------------------------------------------------
$ 181,878,930 $ 185,850,732
=================================================================================================================================
See accompanying notes to financial statements.
Niagara Corporation
and Subsidiaries
Statements of Operations
(Unaudited)
=================================================================================================================================
=================================================================================================================================
Three months ended June 30, 2001 2002
- ---------------------------------------------------------------------------------------------------------------------------------
Net sales $ 70,294,475 $ 66,601,860
Cost of products sold 62,196,896 58,545,977
- ---------------------------------------------------------------------------------------------------------------------------------
Gross profit 8,097,579 8,055,883
Operating expenses:
Selling, general and administrative 6,569,370 6,306,048
- ---------------------------------------------------------------------------------------------------------------------------------
Income from operations 1,528,209 1,749,835
Other income (expense):
Interest expense (1,384,601) (895,191)
Other income 84,064 163,841
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Income before income taxes 227,672 1,018,485
Provision for income taxes 90,000 905,000
- ---------------------------------------------------------------------------------------------------------------------------------
Net income $ 137,672 $ 113,485
=================================================================================================================================
Earnings per share (basic and diluted) $ .02 $ .01
=================================================================================================================================
Weighted average common shares outstanding:
(basic and diluted) 8,363,817 8,238,517
=================================================================================================================================
See accompanying notes to financial statements.
Niagara Corporation
and Subsidiaries
Statements of Operations
(Unaudited)
=================================================================================================================================
=================================================================================================================================
Six months ended June 30, 2001 2002
- ---------------------------------------------------------------------------------------------------------------------------------
Net sales $ 151,555,550 $129,573,099
Cost of products sold 133,454,606 114,687,668
- ---------------------------------------------------------------------------------------------------------------------------------
Gross profit 18,100,944 14,885,431
Operating expenses:
Selling, general and administrative 13,552,824 12,410,268
- ---------------------------------------------------------------------------------------------------------------------------------
Income from operations 4,548,120 2,475,163
Other income (expense):
Interest expense (3,081,417) (1,817,574)
Other income 95,129 212,208
- ---------------------------------------------------------------------------------------------------------------------------------
Income before income taxes
1,561,832 869,797
Provision for income taxes 590,000 945,000
- ---------------------------------------------------------------------------------------------------------------------------------
Net income (loss) $ 971,832 $ (75,203)
=================================================================================================================================
Earnings (loss) per share (basic and diluted) $ .12 $ (.01)
=================================================================================================================================
Weighted average common shares outstanding:
(basic and diluted) 8,363,817 8,238,517
=================================================================================================================================
See accompanying notes to financial statements.
Niagara Corporation
and Subsidiaries
Statement of Stockholders' Equity
(Unaudited)
=================================================================================================================================
=================================================================================================================================
Six months ended June 30, 2002
- -----------------------------------------------------------------------------------------------------------------------------------
Accumulated
Common Stock Additional other Treasury Total
---------------------------- Paid-in Retained comprehensive stock stockholders'
Number of shares Amount capital earnings loss at cost equity
- -----------------------------------------------------------------------------------------------------------------------------------
Balance, January 1, 2002 9,997,455 $9,998 $50,111,675 $11,852,159 $(4,471,634) $(8,249,684) $49,252,514
Comprehensive income:
Net (loss) for the period - - - (75,203) - - (75,203)
Foreign currency translation
adjustment (Note 2) - - - 397,621 - 397,621
- -----------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income - - - - - - 322,418
===================================================================================================================================
Balance, June 30, 2002 9,997,455 $9,998 $50,111,675 $11,776,956 $(4,074,013) $(8,249,684) $49,574,932
===================================================================================================================================
See accompanying notes to financial statements.
Niagara Corporation
and Subsidiaries
Statements of Cash Flows
(Unaudited)
===================================================================================================================================
===================================================================================================================================
Six months ended June 30, 2001 2002
- -----------------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net income (loss) $ 971,832 $ (75,203)
- -----------------------------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization 4,967,572 4,631,707
Provision for doubtful accounts 205,652 21,021
Pension costs (1,127,483) (666,500)
Other postretirement benefits (123,262) (432,671)
Changes in assets and liabilities:
Decrease (increase) in accounts receivable 1,349,413 (137,287)
Decrease (increase) in inventories 6,419,877 (4,167,446)
Increase in other assets, net (428,757) (1,816,740)
(Decrease) increase in trade accounts payable, accrued
expenses and other non-current liabilities (638,317) 8,207,576
- -----------------------------------------------------------------------------------------------------------------------------------
Total adjustments 10,624,695 5,639,660
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Net cash provided by operating activities 11,596,527 5,564,457
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Cash flows from investing activities:
Acquisition of property and equipment (1,490,059) (635,210)
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Net cash used in investing activities (1,490,059) (635,210)
- -----------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Repayment of long-term debt (7,334,834) (5,571,951)
- -----------------------------------------------------------------------------------------------------------------------------------
Net cash used in financing activities (7,334,834) (5,571,951)
Effect of exchange rate changes on cash and cash equivalents (99,756) 113,171
- -----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 2,671,878 (529,533)
- -----------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, beginning of period 2,350,515 1,692,070
- -----------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 5,022,393 $ 1,162,537
===================================================================================================================================
See accompanying notes to financial statements.
Niagara Corporation
and Subsidiaries
Notes to Financial Statements - Information as of
June 30, 2002 and for the periods ended
June 30, 2001 and 2002 is unaudited.
===================================================================================================================================
===================================================================================================================================
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1. Basis of The accompanying condensed financial statements of Niagara Corporation ("Niagara") and
Presentation its subsidiaries (together with Niagara, the "Company"), Niagara LaSalle Corporation ("Niagara
LaSalle"), LaSalle Steel Company ("LaSalle," and together with Niagara LaSalle, "Niagara US")
and Niagara LaSalle (UK) Limited ("Niagara UK"), 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 Company's audited financial statements and accompanying notes
for the year ended December 31, 2001.
2. Foreign Currency Niagara UK, an English company, uses British pounds sterling ("(pound)") as its functional
Translation currency and its accounts are translated to United States dollars in conformity with
and Transactions 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 at the
balance sheet dates and the related revenues and expenses have been translated at rates
prevailing at the transaction dates, which approximate average rates for the periods.
Translation adjustments arising from the use of different exchange rates from period to period
are included as accumulated other comprehensive income (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. Inventories Inventories consisted of the following:
December 31, June 30,
2001 2002
---------------------------------
Raw materials $10,503,938 $12,701,575
Work-in-process 3,783,934 3,846,436
Finished goods 29,825,791 32,610,131
---------------------------------
$44,113,663 $49,158,142
At June 30, 2002, Niagara US inventories were $32,931,020 determined using the LIFO method
and Niagara UK inventories were $16,227,122 determined using the FIFO method.
4. Contingencies 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, 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, 2002 have been largely covered by insurance.
Management believes that the resolution of these matters will not have a material adverse
effect on the Company's financial position or results of 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 a bond or irrevocable
standby letter of credit totaling $1,630,000 as of June 30, 2002. It is the policy of the
Company to retain a portion of certain expected losses. These relate 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 for claims. Such estimates utilize certain actuarial assumptions
followed in the insurance industry and are included in accrued expenses.
The hourly production workers at LaSalle's Griffith, Indiana facility, representing
approximately 3.5% of Niagara US's personnel, are covered by a collective bargaining
agreement which expires on February 19, 2003.
5. Segments and The Company operates in two reportable segments: (i) Niagara US which has operations in
Related the United States and (ii) Niagara UK which has operations in the United Kingdom. The
Information 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 Translation." Assets and liabilities of this subsidiary have been translated at the
exchange rates in effect on June 30, 2001 and 2002, and the related revenues and expenses
have been translated at rates prevailing at the transaction dates, which approximates
average rates for the periods. The following tables set forth certain performance and other
information by reportable segment.
Three months ended
June 30, 2001 Niagara US Niagara UK
-----------------------------------------------------------------------------------------
Net sales $ 43,571,277 $ 26,723,198
Segment profit (EBITDA) 3,314,620 1,147,070
Depreciation and amortization 1,954,469 441,177
Interest expense 846,636 537,965
Long-lived assets 83,108,910 13,564,790
Segment assets 140,935,113 61,850,357
Acquisition of property and equipment 525,668 96,744
-----------------------------------------------------------------------------------------
Three months ended
June 30, 2002 Niagara US Niagara UK
---------------------------------------------------------------------------------------
Net sales $ 46,395,745 $270,206,115
Segment profit (loss) (EBITDA) 4,697,006 (263,237)
Depreciation and amortization 1,864,952 406,228
Interest expense 494,841 400,350
Long-lived assets 77,309,236 11,518,306
Segment assets 131,698,253 53,161,856
Acquisition of property and equipment 192,590 11,243
---------------------------------------------------------------------------------------
Six months ended
June 30, 2001 Niagara US Niagara UK
---------------------------------------------------------------------------------------
Net sales $ 93,704,482 $57,851,068
Segment profit (EBITDA) 7,766,177 2,976,847
Depreciation and amortization 3,911,937 1,006,100
Interest expense 1,922,337 1,159,080
Long-lived assets 83,108,910 13,564,790
Segment assets 140,935,113 61,850,357
Acquisition of property and equipment 1,175,860 314,199
---------------------------------------------------------------------------------------
Six months ended
June 30, 2002 Niagara US Niagara UK
---------------------------------------------------------------------------------------
Net sales $ 87,704,978 $41,868,121
Segment profit (loss) (EBITDA) 8,370,841 (398,691)
Depreciation and amortization 3,701,725 881,334
Interest expense 1,039,581 777,993
Long-lived assets 77,309,236 11,518,306
Segment assets 131,698,253 53,161,856
Acquisition of property and equipment 427,115 208,094
---------------------------------------------------------------------------------------
Niagara US sells its products primarily to customers in the United States.
Approximately 68% of Niagara UK's sales to unaffiliated customers during the six months ended
June 30, 2002 were within the United Kingdom, 17% to continental Europe and 14% to the rest of
the world. These amounts were 64%, 20% and 16%, respectively, for the six months ended June 30,
2001. For these periods, Niagara UK's sales to any one foreign country, other than the United
States, represented less than 5% of its total sales.
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.
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
Limited ("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.
In November 1999 and September 2001, the Company announced
restructuring plans for its hot rolling operations in the United Kingdom. Under
this first plan, Niagara UK closed its Ductile Hot Mill facility in Willenhall,
terminated its lease of the real property, transferred most of the production
from this facility to its W Wesson facility in Moxley (which was renamed
Ductile Wesson) and invested approximately $1.5 million in its remaining hot
rolling businesses. During the same period, Niagara UK reorganized the
management structures in each of its three operating divisions (hot rolling,
cold finishing and distribution). Under this second plan, Niagara UK closed its
Dudley Port hot rolling facility in Tipton and transferred most of its
production to its two other hot rolling facilities. On March 15, 2002, Niagara
UK entered into an agreement to sell this leased property for (pound)3,600,000
(approximately $5,519,000), subject to adjustment. Niagara UK's option to
purchase this property is exercisable upon payment of (pound)1,495,000
(approximately $2,292,000). This transaction is subject to the buyer receiving
approval from the local planning authority of its plans to build residential
property at the site. The planning authority is scheduled to consider the
matter on August 21, 2002.
In response to an International Trade Commission finding on the
negative effects of imports on the domestic steel industry and its workers, on
March 5, 2002, President Bush announced tariffs and other measures concerning a
broad range of steel products imported into the United States. These measures
became effective on March 20, 2002 and include tariffs on imported hot rolled
and cold finished steel bar of 30% in the first year, 24% in the second year
and 18% in the third year. Excluded from the tariffs are imports from many
developing countries, as well as Canada and Mexico. The Company has submitted
applications for exclusion of 50 products, 14 of which have been granted to
date. The Company has been advised that the remaining applications are under
consideration and determinations with respect thereto will be made before the
end of August 2002. Challenges to these tariffs and other measures have been
brought before the World Trade Organization and certain individual countries
are reported to be considering responsive measures.
On July 2, 2002, Niagara LaSalle offered to purchase from Republic
Technologies International, LLC ("Republic") all of the equipment and supplies
located at Republic's Harvey, Illinois facility. Niagara LaSalle's offer of
$2.225 million prevailed at an auction held on July 8, 2002 and was approved by
the U.S. Bankruptcy Court for the Northern District of Ohio, Eastern Division,
on July 23, 2002. The closing of this transaction is subject to the
satisfaction of certain conditions. Following closing, Niagara LaSalle would
relocate the equipment and supplies to another operating facility or hold them
in storage.
Results of Operations
During the second quarter of 2002, the Company experienced an
overall decline in sales and net income as compared to the same period in
2001. Conditions in the manufacturing sector in the U.S., while lacking
bouyancy, continued the improvement that began in the first quarter of 2002
as a result of a reduction in capacity, due primarily to the closure of
certain competitors' facilities, and following the imposition of Section 201
tariffs. As a result, Niagara US's sales, margins and net income improved
for the quarter as compared to the second quarter of 2001.
During the second quarter of 2002, the Company's U.K. operations
continued to be faced with weak conditions in the manufacturing sector of
the U.K. and other European countries. In addition, the high value of the
pound sterling relative to the Euro and the imposition of U.S. tariffs on
imported steel had a negative impact on Niagara UK's export business. As a
result, Niagara UK's sales, margins and net income declined for the quarter
as compared to the second quarter of 2001.
Faced with these conditions, management has continued to review all
operations for additional cost-cutting opportunities and effected further
reductions in raw material, production and transportation costs and capital
expenditures during the second quarter of 2002.
Three Months ended June 30, 2002 compared with June 30, 2001
Net sales for the three months ended June 30, 2002 were
$66,601,860, representing a decrease of $3,692,615, or 5.3%, over the same
period in 2001. Net sales by the Company's U.K. operations decreased by
$6,517,083, or 24.4%, which was partially offset by an increase in net
sales by the Company's U.S. operations of $2,824,468 or 6.5%. The decrease
in net sales attributable to the Company's U.K. operations was due
primarily to a marked decrease in sales volume of 24.3%, while the increase
in net sales attributable to the Company's U.S. operations was due
primarily to an increase in sales volume of 6.2%, and, to a lesser extent,
an increase in prices of 1%.
Cost of products sold for the three months ended June 30, 2002
decreased by $3,650,919 to $58,545,977, representing a decrease of 5.9% over
the same period in 2001. This decrease was primarily attributable to the
decrease in the cost of products sold by the Company's U.K. operations of
$4,871,400 due to the decrease in sales volume by such operations, which was
partially offset by an increase in the cost of products sold by the Company's
U.S. operations of $1,220,481 due to the increase in sales volume by such
operations.
Gross margins for the three months ended June 30, 2002 increased by
0.6% compared to the same period in 2001. Gross margins for the Company's U.S.
operations increased by 2.9% and were partially offset by a decrease of 3.4% in
gross margins for the Company's U.K. operations.
Selling, general and administrative expenses for the three months
ended June 30, 2002 decreased by $263,322 to $6,306,048, or 9.5% of sales,
compared to 9.3% of sales for the same period in 2001. The reduction in dollar
amount was primarily attributable to the Company's cost-cutting measures, and
the increase as a percentage of sales was due primarily to the decrease in net
sales by the Company's U.K. operations.
Interest expense for the three months ended June 30, 2002 decreased by
$489,410 to $895,191, due to decreased levels of borrowing and lower interest
rates.
Net income for the three months ended June 30, 2002 was $113,485,
a decrease of $24,187, as compared to net income of $137,672 for the three
months ended June 30, 2001. The decrease in net income attributable to the
Company's U.K. operations was $1,262,471, which was partially offset by an
increase in net income of $1,238,284 attributable to the Company's U.S.
operations. Net income attributable to the Company's U.S. operations for
the three months ended June 30, 2002 was taxed at statutory rates whereas
no tax benefit, given the uncertainty of its realization, was recognized
for the loss attributable to the Company's U.K. operations for this period.
Six Months ended June 30, 2002 compared with June 30, 2001
Net sales for the six months ended June 30, 2002 were $129,573,099,
representing a decrease of $21,982,451, or 14.5%, over the same period in 2001.
Approximately 27.3% of this decrease was attributable to the Company's U.S.
operations with the remainder, 72.7%, attributable to the Company's U.K.
operations. The decrease in net sales attributable to the Company's U.S. and
U.K. operations was due primarily to a decrease in sales volume (5% and 23%,
respectively) and, to a lesser extent, a decrease in prices (0.6% and 1.9%,
respectively).
Cost of products sold for the six months ended June 30, 2002 decreased
by $18,766,938 to $114,687,668, representing a decrease of 14.1% over the same
period in 2001. This decrease was primarily attributable to the decreased sales
volume from both the Company's U.S. and U.K. operations.
Gross margins for the six months ended June 30, 2002 decreased by 0.5%
compared to the same period in 2001 due primarily to the Company's decreased
net sales and a decrease in prices.
Selling, general and administrative expenses for the six months ended
June 30, 2002 decreased by $1,142,556 to $12,410,268, or 9.6% of sales,
compared to 8.9% of sales for the same period in 2001. The reduction in dollar
amount was primarily attributable to the Company's cost-cutting measures, and
the increase as a percentage of sales was due primarily to the decrease in net
sales.
Interest expense for the six months ended June 30, 2002 decreased by
$1,263,843 to $1,817,574, due to decreased levels of borrowing and lower
interest rates.
Net loss for the six months ended June 30, 2002 was $75,203, as
compared to net income of $971,832 for the six months ended June 30, 2001.
The decrease attributable to the Company's U.K. operations was $2,333,217,
which was partially offset by an increase of $1,286,182 attributable to the
Company's U.S. operations. Net income attributable to the Company's U.S.
operations for the six months ended June 30, 2002 was taxed at statutory
rates whereas no tax benefit, given the uncertainty of its realization, was
recognized for the loss attributable to the Company's U.K. operations for
the quarter ended June 30, 2002.
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 repayment of debt and the funding of
capital expenditures to modernize, improve and expand its facilities,
machinery and equipment. Capital expenditures for the six months ended June
30, 2002 totaled $635,210 as compared to $1,490,059 for the same period in
2001. This decrease was attributable to a decrease by both U.S. and U.K.
operations in the purchase of new machinery and equipment in response to
weak operating conditions.
Cash flows provided by operating activities were $5,564,457 for
the six months ended June 30, 2002, a decrease of $6,032,070 as compared to
cash flows provided by operating activities of $11,596,527 for the same
period in 2001. This decrease was largely attributable to an increase in
U.S. inventories in 2002 of $5,771,507 which was only partially offset by a
decrease in U.K. inventories of $1,604,061 (for a net increase of
$4,167,466), as compared to a decrease of $6,419,877 in 2001, an increase
in accounts receivable of $137,287 in 2002 as compared to a decrease of
$1,349,413 in 2001, and a net loss of $75,203 in 2002 as compared to net
income of $971,832 in 2001. These were partially offset by an increase in
accounts payable, accrued expenses and other non-current liabilities of
$8,207,576 in 2002 as compared to a decrease of $638,317 in 2001. Cash and
cash equivalents at June 30, 2002 was $1,162,537, a decrease of $529,533 as
compared to December 31, 2001. 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
(as amended, the "Credit Agreement") and Niagara LaSalle terminated its
previously existing credit agreements. The other parties to the Credit
Agreement are Manufacturers and Traders Trust Company ("M&T"), Comerica
Bank, Citizens Business Credit Company, The Prudential Insurance Company of
America and PNC Bank. The Credit Agreement provides for a $50,000,000
revolving credit facility and a $40,000,000 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 2.85%, or M&T's prime rate plus 1.00%. Revolving
credit loans made pursuant to the Credit Agreement are based on a percentage
of eligible accounts receivable and inventory and will mature on July 31,
2003. Interest on such loans is payable in monthly installments at a rate that
is either 2.50% above the LIBOR rate (for a period specified by Niagara US
from time to time) or M&T's prime rate plus 0.75%.
The Credit Agreement carries restrictions on, among other things,
indebtedness, liens, capital expenditures, dividends, asset dispositions,
cross-defaults and changes in control of Niagara and 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 debt service and
capital expenditures. Niagara US was in compliance with all of these
requirements as of June 30, 2002.
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 and borrowings under the
Company's credit facilities. 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, 2002, Niagara had
repurchased 1,758,938 shares of its Common Stock at a cost of $8,249,684. No
shares were repurchased during the six months ended June 30, 2002.
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 $15.3 million) term loan and a (pound)9.8
million (approximately $15.0 million) 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 2.5% 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 July 31, 2004. Interest on the term and revolving credit
loans under the Facilities Agreement accrue at the BBA LIBOR rate (for
periods specified by Niagara UK from time to time) plus 0.15% 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 an Invoice Discounting
Agreement (the "Discount Agreement") with Royal Bank of Scotland Invoice
Discounting Limited ("RBID") (formerly known as Lombard Natwest Discounting
Limited) providing for up to (pound)20 million (approximately $30.6 million)
of advances to Niagara UK based upon a formula tied to the receivables
purchased by RBID. Advances under the Discount Agreement accrue interest at
the National Westminster base rate plus 2.25% and mature on August 23, 2003.
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 $7.5 million) and
subsequently reduced to (pound)2.5 million (approximately $3.8 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, cross-defaults,
changes in control of Niagara UK and mergers and acquisitions. Also included
in these agreements are requirements regarding tangible net worth, the ratio
of consolidated EBITDA to consolidated fixed charges and the ratio of current
assets to current liabilities. Niagara UK was in compliance with all of these
requirements as of June 30, 2002.
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 agreements 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, 2002, the Company had borrowed or been advanced
$39,369,000 under its revolving credit facilities and the Discount Agreement
and had approximately $18,250,000 in available credit thereunder, and the
outstanding balance of its term loans was $27,821,000. Working capital of the
Company at June 30, 2002 was $31,763,291.
Critical Accounting Policies
On December 12, 2001, the Securities and Exchange Commission (the
"SEC") issued Financial Reporting Release No. 60 which requires a discussion
of the critical accounting policies used by companies in the preparation of
their financial statements. Note 1 to the Company's audited financial
statements for the year ended December 31, 2001 includes a summary of the
significant accounting policies used by the Company in the preparation of its
financial statements. The Company believes that the following critical
accounting policies affect the significant judgments and estimates used in the
preparation of the Company's condensed financial statements.
The discussion and analysis of the Company's financial condition and
results of operations are based upon the Company's condensed financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
financial statements requires that management make estimates and assumptions
that affect the reported amounts of assets and liabilities, revenues and
expenses and the related disclosure of contingent assets and liabilities. On
an ongoing basis, management evaluates these estimates, including those
related to inventory reserves, taxes, doubtful accounts, intangible assets,
insurance, litigation, environmental compliance and other contingencies.
Management bases its estimates on historical data, when available,
professional advice, experience and various assumptions that are believed to
be reasonable under the circumstances, the combined results of which form the
basis for making judgments about the carrying values of assets and
liabilities. Actual results could differ from these estimates.
Revenue from the sale of products is recorded at the time the goods
are shipped. Revenue from freight charged to customers is recognized when
products are shipped. Provisions for discounts, customer returns and other
adjustments are provided for in the period the related sales are recorded
based upon historical data.
The Company reviews the carrying values of its long-lived and
identifiable intangible assets for possible impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets may
not be recoverable. The Company assesses recoverability of these assets by
estimating future nondiscounted cash flows. Any long-lived assets held for
disposal are reported at the lower of their carrying amounts or fair value
less cost to sell.
Effect of Recent Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations," which requires that entities use the purchase method of
accounting, and prohibits the use of the pooling-of-interests method of
accounting, for all business combinations initiated after June 30, 2001. This
statement also requires that the Company recognize acquired intangible assets
apart from goodwill if the acquired intangible assets meet certain criteria.
The Company's previous business combinations were accounted for using the
purchase method. The adoption of this statement had no effect on the Company's
financial statements.
In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets," which requires, among other things, that entities no
longer amortize goodwill and other intangible assets having indefinite useful
lives, but rather test them, at least annually, for impairment. In accordance
with this statement, intangible assets that have finite useful lives will
continue to be amortized over their useful lives. SFAS No. 142 is required to
be applied in fiscal years beginning after December 15, 2001 to all goodwill
and other intangible assets recognized at that date, regardless of when such
assets were initially recognized. This statement also requires that entities
complete a transitional goodwill impairment test six months from the date of
adoption and reassess the useful lives of other intangible assets within the
first quarter of its adoption. The Company has completed this test and, based
upon an appraisal by an independent third party, determined that the net
carrying amount of goodwill is not impaired. The adoption of this statement
has not had an effect on the Company's financial statements. For the three and
six months ended June 30, 2001, goodwill amortization net of tax benefit was
approximately $12,000 and $24,000, respectively. As of June 30, 2002, the net
carrying amount of goodwill was $1,904,499.
In August 2001, the FASB issued SFAS No. 143, "Accounting for Assets
Retirement Obligations," which addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets
and the associated asset retirement costs. This statement is required to be
applied for fiscal years beginning after June 15, 2002. The adoption of this
statement is not expected to have a material effect on the Company's financial
statements.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which addresses financial
accounting for the impairment or disposal of long-lived assets. This statement
requires that one accounting model be used for long-lived assets to be
disposed of by sale, and broadens the presentation of discontinued operations
to include more disposal transactions. This statement is required to be
applied for fiscal years beginning after December 15, 2001. The adoption of
this statement has not had a material effect on the Company's financial
statements.
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),
exchange rate variability and the credit risk of its customers. 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 2.85%, or M&T's
prime rate plus 1.00%. Interest on revolving credit loans made pursuant to
such agreement accrues at either 2.50% above the LIBOR rate (for a period
specified by Niagara US from time to time) or M&T's prime rate plus 0.75%.
Interest on the term and revolving credit loans under the Facilities Agreement
accrues at the BBA LIBOR rate (for a period specified by Niagara UK from time
to time) plus 0.15%. Interest on advances under the Discount Agreement accrues
at National Westminster's base rate plus 2.25%. Management attempts to reduce
market risks associated with the fluctuations in interest rates 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. Revenues from sales by Niagara US are collected
exclusively in U.S. dollars. Niagara UK's revenues are generally collected in
the local currency of its customers. Through February 2002, to reduce its
exposure to fluctuations in exchange rates, Niagara UK purchased foreign
exchange contracts in amounts and with expiration dates in line with customer
orders. Following the adoption of the Euro earlier this year, Niagara UK's
exposure to such fluctuations was substantially reduced. As a result, Niagara
UK has discontinued its purchase of foreign exchange contracts.
The Company is subject to the economic conditions affecting its
customers. To reduce its customer credit risk, Niagara UK has insured
substantially all of its accounts receivable. Generally, these insurance
policies provide for payments to Niagara UK of 80% of the unpaid invoiced
amounts. In the U.S., management continuously reviews information concerning
the financial condition of its customers and believes that its allowance for
doubtful accounts is sufficient to cover such risks.
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 SEC, 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, 2001,
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.
Not applicable.
Item 2. Changes in Securities and Use of Proceeds.
Not applicable.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to Vote of Security Holders.
(a) An Annual Meeting of Niagara's Stockholders was held on July 9, 2002.
(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 7,944,129 for and 25,900 withheld for
each of Messrs. Michael Scharf and Archer, 7,961,429 for and 8,600 withheld
for Mr. Gilbert Scharf, 7,960,429 for and 9,600 withheld for Mr. Cohn,
7,967,429 for and 2,600 withheld for Mr. Heyer, and 7,966,429 for and 3,600
withheld for Mr. Tansill, and (ii) the ratification of BDO Seidman LLP as
Niagara's independent accountants for 2002, the vote as to which was 7,967,329
for, 2,600 against and 100 abstentions.
Item 5. Other Information.
On March 19, 2002, Niagara LaSalle loaned Frank Archer $110,000.
The loan was evidenced by a Promissory Note (the "Original Note") executed
by Mr. Archer in favor of Niagara LaSalle and due on July 19, 2002.
Interest on the unpaid principal amount of the Original Note accrued at
4.32% per annum. The Original Note permitted prepayments of principal
without premium or penalty. On July 18, 2002, Niagara LaSalle extended the
maturity date of the Original Note to September 19, 2002. All other terms
of the Original Note remained the same. The foregoing was reflected in an
Amended and Restated Promissory Note (the "Amended Note") issued by Mr.
Archer to Niagara LaSalle in exchange for the Original Note. On August 7,
2002, Mr. Archer paid Niagara LaSalle all amounts due on the Amended Note.
Mr. Archer is a director of Niagara and the President of Niagara LaSalle
and LaSalle.
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.
******4.11 Ninth Amendment to the Credit Agreement, effective as of June 28, 2001.
+++++4.12 Tenth Amendment to the Credit Agreement, effective as of December 31, 2001.
!!!!!!!4.13 Eleventh Amendment to the Credit Agreement, effective as of March 31, 2002.
****4.14 Bank Facilities Agreement, dated May 21, 1999, between National Westminster Bank Plc and
Niagara LaSalle (UK) Limited (the "Facilities Agreement").
++++++4.15 Amendment to the Facilities Agreement, effective June 30, 2000.
******4.16 Second Amendment to the Facilities Agreement, effective June 30, 2001.
+++++4.17 Third Amendment to the Facilities Agreement, effective December 31, 2001.
!!!!!!!4.18 Fourth Amendment to the Facilities Agreement, effective March 31, 2002.
****4.19 Intercreditor Agreement, dated May 21, 1999, between National Westminster Bank Plc, Niagara
Corporation and Niagara LaSalle (UK) Limited.
++++4.20 Invoice Discounting Agreement, dated August 23, 1999, between Niagara LaSalle (UK) Limited
and Lombard Natwest Discounting Limited (the "Discount Agreement").
++++++4.21 Amendment to the Discount Agreement, effective June 30, 2000.
******4.22 Second Amendment to the Discount Agreement, effective June 30, 2001.
+++++4.23 Third Amendment to the Discount Agreement, effective December 31, 2001.
!!!!!!!4.24 Fourth Amendment to the Discount Agreement, effective March 31, 2002.
++++4.25 Intercreditor Agreement, dated August 23, 1999, between Lombard Natwest Discounting Limited,
Niagara Corporation and Niagara LaSalle (UK) Limited.
++++4.26 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.
***10.1 Employment Agreement, dated as of January 1, 1999, by and among Niagara Corporation, Niagara
LaSalle Corporation and Michael Scharf.
!10.2 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.
!10.3 Guaranty, made by the Registrant in favor of the Cohen Family Revocable Trust, u/t/a dated
June 15, 1988, dated January 31, 1996.
!!10.4 International Metals Acquisition Corporation 1995 Stock Option Plan (the "Stock Option
Plan").
!!!!10.5 First Amendment to the Stock Option Plan, dated October 5, 1996.
++10.6 Second Amendment to the Stock Option Plan, dated June 8, 1998.
++10.7 Niagara Corporation Employee Stock Purchase Plan.
**10.8 First Amendment to Lease, dated May 4, 1998, between Niagara LaSalle Corporation and North
American Royalties, Inc.
*****10.9 Sale of Business Agreement, dated April 16, 1999, between Glynwed Steels Limited, Glynwed
International plc, Niagara LaSalle (UK) Limited and Niagara Corporation
*****10.10 Property Agreement, dated April 16, 1999, between Glynwed Property Management Limited,
Glynwed Properties Limited, Niagara LaSalle (UK) Limited, Niagara Corporation and Glynwed
International plc.
*****10.11 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.
+++++++10.12 Form of Niagara LaSalle (UK) Limited Lease.
+++++++10.13 Form of Niagara LaSalle (UK) Limited Side Deed.
+++++++10.14 Form of Niagara LaSalle (UK) Limited Option Agreement.
+++++++10.15 Form of Niagara LaSalle (UK) Limited Lease Renewal Deed.
+++++++10.16 Agreement, dated March 15, 2002, between Niagara (UK) Limited and
George Wimpey Midland Limited
!!!!!!!!10.17 Amended and Restated Promissory Note made by Frank Archer in favor of Niagara LaSalle
Corporation in the principal amount of $110,000, dated July 18, 2002.
99.1 Certification of Chief Executive Officer
99.2 Certification of Chief Financial Officer
______________________
+ 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, 2001.
+++++ Incorporated by reference to exhibits filed with the Registrant's Report on Form 10-K for
the fiscal year ended December 31, 2000.
+++++++ 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-Q for
the quarter ended September 30, 2001.
! 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, 2000.
!!!!!!! Incorporated by reference to exhibits filed with the Registrant's Report on Form 10-Q for the
quarter ended March 31, 2002.
!!!!!!!! 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, 2001.
(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 14, 2002 NIAGARA CORPORATION
-------------------------------
(Registrant)
/s/ Michael Scharf
-------------------------------
Michael Scharf, President
Date: August 14, 2002 /s/ Raymond Rozanski
-------------------------------
Raymond Rozanski, Vice President
and Treasurer