UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended March 31, 2003
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____.
Indicate by check mark whether the registrant is an accelerated filed
(as defined in Rule 12b-2 of the Exchange Act). Yes ____ No __X__
There were 8,238,517 shares of the registrant's Common Stock
outstanding as of March 31, 2003.
NIAGARA CORPORATION
Index to March 2003 Form 10-Q
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Page
Part I - Financial Information
Item 1. Consolidated Financial Statements (Unaudited):
Niagara Corporation
Consolidated Balance Sheets...................................................................... 3
Consolidated Statements of Operations............................................................ 4
Consolidated Statement of Stockholders' Equity................................................... 5
Consolidated Statements of Cash Flows............................................................ 6
Notes to Consolidated Financial Statements....................................................... 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................................................... 17
Item 3. Quantitative and Qualitative Disclosures about Market Risk ................................................ 25
Item 4. Controls and Procedures ................................................................................... 26
PART II - OTHER INFORMATION
Item 1. Legal Proceedings ........................................................................................ 26
Item 2. Changes in Securities and Use of Proceeds................................................................. 27
Item 3. Defaults Upon Senior Securities........................................................................... 27
Item 4. Submission of Matters to a Vote of Security Holders ...................................................... 27
Item 5. Other Information ........................................................................................ 27
Item 6. Exhibits and Reports on Form 8-K ......................................................................... 27
Signatures......................................................................................................... 28
Certifications .................................................................................................... 29
Niagara Corporation
and Subsidiaries
Consolidated Balance Sheets
- -----------------------------------------------------------------------------------------------------------------------------------
December 31, March 31,
2002 2003
- ------------------------------------------------------------------------------ ------------------------ -------------------------
(unaudited)
Assets
Current:
Cash and cash equivalents $ 5,561,090 $ 2,729,479
Trade accounts receivable, net of allowance for doubtful accounts of
$1,347,000 and $1,258,000 34,283,089 44,937,650
Inventories 55,662,799 53,758,076
Deferred income taxes 1,953,000 2,025,835
Other current assets 3,146,316 3,595,590
- ------------------------------------------------------------------------------ ------------------------ -------------------------
Total current assets 100,606,294 107,046,630
Property, plant and equipment, net of accumulated depreciation and
amortization of $50,619,348 and $52,956,968 85,775,275 83,782,919
Goodwill 1,904,499 1,904,499
Deferred financing costs, net of accumulated amortization of $627,252
and $654,924 147,748 120,076
Intangible pension asset 318,000 305,000
Other assets 444,333 369,782
- ------------------------------------------------------------------------------ ------------------------ -------------------------
$ 189,196,149 $193,528,906
============================================================================== ======================== =========================
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 37,656,820 $ 40,583,484
Accrued expenses 11,455,990 14,182,892
Current maturities of long-term debt 7,509,462 7,621,284
- ------------------------------------------------------------------------------ ------------------------ -------------------------
Total current liabilities 56,622,272 62,387,660
Other:
Long-term debt, less current maturities 63,816,781 61,568,837
Accrued pension cost 6,729,000 6,284,750
Accrued other postretirement benefits 4,747,067 4,746,491
Deferred income taxes 9,602,000 9,602,000
Other noncurrent liabilities 250,667 238,372
- ------------------------------------------------------------------------------ ------------------------ -------------------------
Total liabilities 141,767,787 144,828,110
- ------------------------------------------------------------------------------ ------------------------ -------------------------
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 13,525,271 14,949,355
Accumulated other comprehensive loss (7,968,898) (8,120,548)
- ------------------------------------------------------------------------------ ------------------------ -------------------------
55,678,046 56,950,480
Treasury stock, at cost, 1,758,938 shares (8,249,684) (8,249,684)
- ------------------------------------------------------------------------------ ------------------------ -------------------------
Total stockholders' equity 47,428,362 48,700,796
- ------------------------------------------------------------------------------ ------------------------ -------------------------
$ 189,196,149 $ 193,528,906
============================================================================== ======================== =========================
See accompanying notes to consolidated financial statements.
Niagara Corporation
and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
- ---------------------------------------------------------------------------------------------------------------------------------
Three months ended March 31, 2002 2003
- -------------------------------------------------------- -------------------------------------------- ---------------------------
Net sales $62,971,239 $79,748,415
Cost of products sold 56,141,691 70,185,236
- -------------------------------------------------------- -------------------------------------------- ---------------------------
Gross profit 6,829,548 9,563,179
Operating expenses:
Selling, general and administrative 6,104,220 6,819,957
- -------------------------------------------------------- -------------------------------------------- ---------------------------
Income from operations 725,328 2,743,222
Other income (expense):
Interest expense (922,383) (823,955)
Other income 48,367 24,817
- -------------------------------------------------------- -------------------------------------------- ---------------------------
Income (loss) before income taxes (148,688) 1,944,084
Provision for income taxes 40,000 520,000
- -------------------------------------------------------- -------------------------------------------- ---------------------------
Net income (loss) $ (188,688) $ 1,424,084
======================================================== ========================================================================
Net income (loss) per share (basic and diluted) $ (.02) $ .17
======================================================== ========================================================================
Weighted average common shares outstanding:
(basic and diluted) 8,238,517 8,238,517
======================================================== ========================================================================
See accompanying notes to consolidated financial statements.
Niagara Corporation
and Subsidiaries
Consolidated Statement of Stockholders' Equity
(Unaudited)
- --------------------------------------------------------------------------------------------------------------------------------
Three months ended March 31, 2003
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock
-------------------------
Number of Additional Retained
shares Amount paid-in capital earnings
- -----------------------------------------------------------------------------------------------------------------
Balance, January 1, 2003 9,997,455 $9,998 $50,111,675 $13,525,271
- -----------------------------------------------------------------------------------------------------------------
Comprehensive income (loss):
- -----------------------------------------------------------------------------------------------------------------
Net income for the period - - - 1,424,084
Foreign currency translation adjustment (Note 2)
- - - -
- -----------------------------------------------------------------------------------------------------------------
Total comprehensive income - - - -
- -----------------------------------------------------------------------------------------------------------------
Balance, March 31, 2003 9,997,455 $9,998 $50,111,675 $14,949,355
- -----------------------------------------------------------------------------------------------------------------
(TABLE CONTINUED)
- ---------------------------------------------------------------------------------------------------------------------
Three months ended March 31, 2003
- ---------------------------------------------------------------------------------------------------------------------
Total
Accumulated other Treasury stock stockholders'
comprehensive loss at cost equity
- -------------------------------------------------------------------------------------------------------------------
Balance, January 1, 2003 $(7,968,898) $(8,249,684) $47,428,362
- -------------------------------------------------------------------------------------------------------------------
Comprehensive income (loss):
- -------------------------------------------------------------------------------------------------------------------
Net income for the period - - 1,424,084
Foreign currency translation adjustment (Note 2) (151,650) - (151,650)
- -------------------------------------------------------------------------------------------------------------------
Total comprehensive income - - 1,272,434
- -------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2003 $(8,120,548) $(8,249,684) $48,700,796
- -------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
Niagara Corporation
and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
- ---------------------------------------------------------------------------------------------------------------------------------
Three months ended March 31, 2002 2003
- ----------------------------------------------------------------------------- ----------------------- ---------------------------
Cash flows from operating activities:
Net income (loss) $ (188,688) $ 1,424,084
- ----------------------------------------------------------------------------- ----------------------- ---------------------------
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization 2,340,976 2,392,345
Provision for doubtful accounts (19,322) (46,664)
Pension costs (396,999) (444,250)
Other postretirement benefits (126,781) (576)
Changes in assets and liabilities:
Decrease (increase) in accounts receivable 1,444,922 (11,095,587)
(Increase) decrease in inventories (1,758,570) 1,578,543
(Increase) in other assets, net (1,468,816) (541,511)
Increase in trade accounts payable, accrued
expenses and other non-current liabilities 4,948,312 6,114,292
- ----------------------------------------------------------------------------- ----------------------- ---------------------------
Total adjustments 4,963,722 (2,043,408)
- ----------------------------------------------------------------------------- ----------------------- ---------------------------
Net cash provided by (used in) operating activities 4,775,034 (619,324)
- ----------------------------------------------------------------------------- ----------------------- ---------------------------
Cash flows from investing activities:
Acquisition of property and equipment (444,382) (515,158)
- ----------------------------------------------------------------------------- ----------------------- ---------------------------
Net cash used in investing activities (444,382) (515,158)
- ----------------------------------------------------------------------------- ----------------------- ---------------------------
Cash flows from financing activities:
Repayment of long-term debt, net (4,609,043) (1,663,261)
- ----------------------------------------------------------------------------- ----------------------- ---------------------------
Net cash used in financing activities (4,609,043) (1,663,261)
- ----------------------------------------------------------------------------- ----------------------- ---------------------------
Effect of exchange rate changes on cash and cash equivalents (5,668) (33,868)
- ----------------------------------------------------------------------------- ----------------------- ---------------------------
Net decrease in cash and cash equivalents (284,059) (2,831,611)
Cash and cash equivalents, beginning of period 1,692,070 5,561,090
- ----------------------------------------------------------------------------- ----------------------- ---------------------------
Cash and cash equivalents, end of period $ 1,408,011 $ 2,729,479
============================================================================= ===================================================
See accompanying notes to consolidated financial statements.
Niagara Corporation and Subsidiaries
Notes to Consolidated Financial Statements - Information as of
March 31, 2003 and for the periods ended
March 31, 2002 and 2003 is unaudited.
- ----------------------------------------------------------------------------------------------------------------------------------
1. Basis of Basis of Presentation
Presentation and
Critical Accounting The accompanying condensed consolidated financial statements of Niagara Corporation
Policies ("Niagara") and 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 consolidated financial statements be read in conjunction with the Company's
audited financial statements and accompanying notes for the year ended December 31, 2002.
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, 2002 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 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 and title and
risk of loss has transferred. 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.
Effects of Recent Accounting Pronouncements
In August 2001, the Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset 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 as of January 1, 2003 did not have an effect on the Company's
financial statements.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64,
and Amendment of FASB Statement No. 13, and Technical Corrections." This statement, among
other things, rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt,"
which required that all gains and losses from the extinguishment of debt be aggregated and, if
material, classified as an extraordinary item, net of related income tax effect. As a result,
the criteria in Accounting Principles Board ("APB") Opinion No. 30, "Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," will now be used to classify such
gains and losses. SFAS No. 145 also amends SFAS No. 13 to require that certain lease
modifications that have economic effects similar to sale-leaseback transactions be accounted
for in the same manner as sale-leaseback transactions. Such provisions of SFAS No. 145 are
required to be applied in fiscal years beginning after May 15, 2002. The adoption of this
statement as of January 1, 2003 did not have an effect on the Company's financial statements.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities." This statement requires that a liability for a cost associated with an
exit or disposal activity be recognized when the liability is incurred, as opposed to prior
guidance which provided that liability for such exit costs be recognized at the date of an
entity's commitment to an exit or disposal plan. This statement is required to be applied to
exit or disposal activities that are initiated after December 31, 2002. The adoption of this
statement as of January 1, 2003 did not have an effect on the Company's financial statements.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Guarantees of the Indebtedness of Others,"
which interprets the guidance in FASB Statement No. 5, "Accounting for Contingencies,"
relating to a guarantor's accounting for, and disclosure of, certain types of guarantees.
Interpretation No. 45 requires that a guarantor recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing the guarantee. Under
Interpretation No. 45, the recognition of the liability is required even if it is not probable
that payments will be required under the guarantee. Previously, SFAS No. 5 required
recognition of a liability only for a probable loss. The recognition requirements of
Interpretation No. 45 apply to guarantees issued or modified after December 31, 2002. The
disclosure requirements are effective for interim and annual financial statements ending after
December 15, 2002. The adoption of Interpretation No. 45 as of January 1, 2003 did not have an
effect on the Company's financial statements.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation--Transition and Disclosure--an amendment of FASB Statement No. 123," which amends
the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual
and interim financial statements about the method of accounting for stock-based employee
compensation and the effect on the method used on reported results. The adoption of this
statement as of January 1, 2003 did not have an effect on the Company's financial statements.
See Note 4.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest
Entities, an interpretation of Accounting Research Bulletin (ARB) No. 51" which defines when a
business enterprise must consolidate a variable interest entity. Interpretation No. 46 applies
in the first fiscal year or interim period beginning after June 15, 2003 to entities in which
an enterprise holds a variable interest that it acquired before February 1, 2003 and applies
immediately to variable interest entities created after January 31, 2003. The Company did not
have any variable interest entities as of March 31, 2003.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative
Instruments and Hedging Activities." SFAS No. 149 amends SFAS No. 133 for certain decisions
made by the FASB and is effective for contracts entered into or modified after June 30, 2003
and for hedging relationships designated after June 30, 2003. SFAS No. 149 is to be applied
prospectively. The provisions of SFAS No. 149 that relate to SFAS No. 133 implementation
issues that have been effective for fiscal quarters that began prior to June 15, 2003 continue
to be applicable in accordance with their respective effective dates. The adoption of this
statement is not expected to have a material effect on the Company's financial statements.
2. Foreign Currency Niagara UK, an English company, uses British pounds sterling ("(pound)") as its functional
Translation and currency and its accounts are translated to United States dollars in conformity with
Transactions 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 the 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 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, March 31,
2002 2003
-------------------------------------------------------------------------------------------
Raw materials $14,749,119 $15,485,205
Work-in-process 4,071,318 3,818,991
Finished goods 36,842,362 34,453,880
-------------------------------------------------------------------------------------------
$55,662,799 $53,758,076
===========================================================================================
At March 31, 2003, Niagara US inventories were $36,808,533 determined using the LIFO method and
Niagara UK inventories were $16,949,543 determined using the FIFO method.
4. Stock Option Plan The Company accounts for its stock option plan in accordance with the provisions of APB
Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations.
APB No. 25 provides that compensation expense would be recorded on the date of grant only
if the current market price of the underlying stock exceeded the exercise price of the
option. SFAS No. 123, "Accounting for Stock-Based Compensation," permits entities to
recognize as expense over the vesting period the fair value of all stock-based awards on
the date of grant. Alternatively, SFAS No. 123 allows entities to continue to apply the
provisions of APB No. 25 and provide pro forma net income and pro forma earnings per
share disclosures for employee stock compensation as if the fair-value-based method
defined in SFAS No. 123 had been applied. The Company has elected to continue to apply
the provisions of APB No. 25 and provide the pro forma disclosures required of SFAS
No. 123 for options issued to employees.
The Company has also adopted the additional disclosure provisions of SFAS No. 148, "Accounting
for Stock-Based Compensation -- Transition and Disclosure -- an amendment of FASB Statement No.
123," which the FASB issued in December 2002. This statement amends the disclosure requirements
of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the effect of the
method used on reported results.
The following table illustrates the effect on net income (loss) and net income (loss) per share
if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based
employee compensation:
Three months ended March 31, 2002 2003
-----------------------------------------------------------
Net income (loss), as reported $ (188,468) $1,424,084
Deduct: Total stock-based
compensation expense
determined under fair-value
based method for all awards,
net of related tax effects (94,531) (90,000)
-----------------------------------------------------------
Pro-forma net income (loss) $ (282,999) $1,334,084
-----------------------------------------------------------
Net income (loss) per share (basic and diluted):
As reported $ (.02) $ .17
Pro forma $ (.03) $ .16
===========================================================
5. 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 March 31, 2003 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 irrevocable standby letters of credit
totaling $1,470,000 as of March 31, 2003. 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.
6. Segments and Related The Company operates in two reportable segments: (i) Niagara US which has operations in the
Information United States and (ii) Niagara UK which has operations in the United Kingdom.
Management operates these segments as separate strategic business units and measures their
performance based on earnings before interest, taxes, depreciation and amortization ("Adjusted
EBITDA"). Management believes that Adjusted EBITDA provides the best measurement of segment
performance, in as much as it is based on a widely accepted measure of financial performance and
cash flows, and management regularly calculates Adjusted EBITDA in order to determine compliance
with financial covenants in the Company's credit facilities.
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 March 31, 2002 and 2003, and the related revenues and expenses have been
translated at average rates for the periods.
Niagara US sells its products primarily to customers in the United States.
Approximately 68% of Niagara UK's sales to unaffiliated customers during the three months ended
March 31, 2003 were within the United Kingdom with 18% to continental Europe and 14% to the rest
of the world. These amounts were 68%, 19% and 13%, respectively, for the three months ended
March 31, 2002. Niagara UK's sales to any one foreign country, other than the United States, for
these periods represented less than 5% of its total sales.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
The following tables set forth certain performance and other
information by each of the Company's reportable segments:
At and for the three months ended March 31, 2002
Corporate/
Niagara US Niagara UK Eliminations Consolidated
- ------------------------------------------------------------------------------------------------------------------------------------
Net sales $41,309,233 $23,592,121 $ (1,930,115) $ 62,971,239
Intersegment sales - 1,930,115 (1,930,115) -
Net sales to unaffiliated customers 41,309,233 21,662,006 - 62,971,239
Segment profit (loss) (Adjusted EBITDA) 3,673,835 (135,454) (381,857) 3,156,524
Depreciation and amortization 1,836,773 475,106 29,097 2,340,976
Interest expense 544,740 377,643 - 922,383
Net income (loss) 656,706 (865,900) 20,506 (188,688)
Accounts receivable, net 14,757,875 21,247,528 - 36,005,403
Long-lived assets 77,038,857 11,128,655 512,790 88,680,302
Goodwill 1,904,499 - - 1,904,499
Segment assets 127,924,497 51,246,279 1,011,687 180,182,463
Acquisition of property and equipment 234,525 209,857 - 444,382
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
At and for the three months ended March 31, 2003
Corporate/
Niagara US Niagara UK Eliminations Consolidated
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Net sales $52,218,202 $ 30,378,598 $ (2,848,385) $ 79,748,415
Intersegment sales - 2,848,385 (2,848,385) -
Net sales to unaffiliated customers 52,218,202 27,530,213 - 79,748,415
Segment profit (loss) (Adjusted EBITDA) 4,150,315 1,481,841 (494,883) 5,137,273
Depreciation and amortization 1,867,142 505,203 20,000 2,392,345
Interest expense 455,402 368,553 - 823,955
Net income (loss) 924,203 608,085 (108,204) 1,424,084
Accounts receivable, net 18,821,083 26,116,567 - 44,937,650
Long-lived assets 73,692,935 10,487,526 397,316 84,577,777
Goodwill 1,904,499 - - 1,904,499
Segment assets 135,872,256 57,150,707 505,943 193,528,906
Acquisition of property and equipment 360,143 152,363 2,652 515,158
- ------------------------------------------------------------------------------------------------------------------------------------
The following table provides a reconciliation of the Company's segment profit (loss) (Adjusted EBITDA) for the three month
periods ending March 31, 2002 and 2003, to the respective net income (loss) for such periods attributable to each
reportable segment:
Three months ended March 31, 2002 2003
-----------------------------------------------------------------------------------
Niagara US Niagara UK Niagara US Niagara UK
----------------------------------------------------------------------------------------------------------------------------
Segment profit (loss) (Adjusted EBITDA) $ 3,673,835 $ (135,454) $ 4,150,315 $ 1,481,841
Depreciation and amortization (1,836,773) (475,106) (1,867,142) (505,203)
Interest expense (544,740) (377,643) (455,402) (368,553)
Intercompany interest income (expense) 100,379 (100,379) - -
Other income 48,367 - 24,817 -
Provision for doubtful accounts (27,000) (59,277) - -
Management fees (337,500) (107,070) (337,500) -
(Provision) benefit for income taxes (419,862) 389,029 (590,885) -
----------------------------------------------------------------------------------------------------------------------------
Net income (loss) $ 656,706 $ (865,900) $ 924,203 $ 608,085
============================================================================================================================
ITEM 2. 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
the 1999 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 the 2001 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 ($5,413,572), which
Niagara UK had an option to purchase for (pound)1,495,000 ($2,248,136). On
September 30, 2002, Niagara UK completed this transaction. In connection with
this transaction, Niagara UK purchased a parcel of land in the fourth quarter of
2002 which it subsequently sold during this period to the purchaser of the
property. These sales resulted in a pre-tax gain of (pound)2,063,022
($3,102,311).
In the fourth quarter of 2002, Niagara LaSalle completed significant
purchases of equipment and related assets from two companies after having
prevailed at auctions held in connection with such companies' bankruptcy
proceedings. On October 8, 2002, Niagara LaSalle purchased certain production
equipment and related assets of Moltrup Steel Products Company for $375,000.
Niagara US has relocated the majority of these assets to its other operating
facilities. On November 19, 2002, Niagara LaSalle purchased from Republic
Technologies International, LLC ("Republic") all of the equipment and supplies
located at Republic's Harvey, Illinois facility for $2,225,000. Management has
not yet determined where this equipment will be deployed.
Results of Operations
The Company's results of operations for the three months ended March
31, 2003 improved markedly when compared to those of the comparable period in
2002. Net sales by the Company's U.S. and U.K. operations increased due to
improved business conditions and modest price increases on certain of the
Company's products. During the first quarter of 2003, management continued to
review all operations for additional opportunities for reductions in costs and
improvements in operating efficiencies.
Three Months ended March 31, 2003 compared with March 31, 2002
Net sales for the three months ended March 31, 2003 were $79,748,415,
representing an increase of $16,777,176, or 26.6%, over the same period in 2002.
Net sales by the Company's U.S. operations increased by $10,908,969 or 26.4%,
and net sales by the Company's U.K. operations increased by $5,868,207 or 27.1%.
The increase in net sales attributable to the Company's U.S. and U.K. operations
was due primarily to an increase in sales volume (22.9% and 4.4%, respectively)
and, to a lesser extent, an increase in prices (3.2% and 6.5%, respectively).
Net sales by the Company's U.K. operations also reflect a 12.3% increase in the
value of the British pound to the U.S. dollar for the three months ended March
31, 2003, as compared to the same period in 2002. The Company's U.K. operations
use British pounds as its functional currency and its net sales were translated
from British pounds into U.S. dollars at higher relative levels for the three
months ended March 31, 2003 as compared to the same period in 2002 as a result
of this change in value.
Cost of products sold for the three months ended March 31, 2003
increased by $14,043,545 to $70,185,236, representing an increase of 25.0% over
the same period in 2002. Cost of products sold attributable to the Company's
U.S. and U.K. operations increased by $9,953,035 and $4,090,510, respectively.
This increase was primarily attributable to the increase in sales volume.
Gross margins for the three months ended March 31, 2003 increased by
1.1% compared to the same period in 2002. Gross margins for the Company's U.K.
operations increased by 3.5% due to an increase in sales volume and prices. This
increase was partially offset by a 0.4% decrease in gross margins for the
Company's U.S. operations, primarily as a result of an increase in the price of
raw materials.
Selling, general and administrative expenses for the three months ended
March 31, 2003 increased by $715,737 to $6,819,957, or 8.6% of net sales,
compared to 9.7% of sales for the same period in 2002. The increase in dollar
amount and the decrease as a percentage of net sales were primarily attributable
to the increase in net sales by the Company's operations.
Interest expense for the three months ended March 31, 2003 decreased by
$98,428 to $823,955, due to decreased levels of borrowing and lower interest
rates.
Net income for the three months ended March 31, 2003 was $1,424,084,
compared to a net loss of $188,688 for the comparable period of the prior year.
Net income for the three months ended March 31, 2003 for the Company's U.K.
operations was $608,085, an increase of $1,473,985 as compared to the net loss
of $865,900 incurred by such operations during the three months ended March 31,
2002. Net income attributable to the Company's U.S. operations for the three
months ended March 31, 2003 was $815,999, an increase of $138,787 over the same
period in 2002. Net income (loss) attributable to the Company's U.S. and U.K.
operations for the three months ended March 31, 2002, and for the Company's U.S.
operations for the three months ended March 31, 2003, reflect statutory tax
rates applied against income (loss) before income taxes. Net income attributable
to the Company's U.K. operations for the three months ended March 31, 2003,
however, reflects no tax provision, as a valuation allowance had been recorded
to offset Niagara UK's deferred tax benefits as of December 31, 2002. The taxes
that would have otherwise been provided against Niagara UK's income before
income taxes for the three months ended March 31, 2003 have reduced the balance
of this valuation allowance.
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 three months
ended March 31, 2003 totaled $515,158, as compared to $444,382 for the same
period in 2002.
Cash flows used by operating activities were $619,324 for the three
months ended March 31, 2003, a decrease of $5,394,358 as compared to cash flows
provided by operating activities of $4,775,034 for the same period in 2002. This
decrease was largely attributable to an increase in accounts receivable in 2003
as compared to a decrease in 2002 (an increase of $11,095,587 in 2003 as
compared to a decrease of $1,444,922 in 2002), which was partially offset by a
decrease in inventories in 2003 as compared to an increase in 2002 (a decrease
of $1,578,543 in 2003 as compared to an increase of $1,758,570 in 2002), an
increase in net income (net income of $1,424,084 in 2003 as compared to net loss
of $188,688 in 2002) and an increase in accounts payable, accrued expenses and
other non-current liabilities in 2003 as compared to 2002 (an increase of
$6,114,292 in 2003 as compared to an increase of $4,948,312 in 2002). Cash and
cash equivalents at March 31, 2003 were $2,729,479, a decrease of $2,831,611 as
compared to December 31, 2002, which decrease was primarily attributable to the
timing of customer cash collections at December 31, 2002 and March 31, 2003.
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 Bank of Pennsylvania,
and PNC Bank. 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.
At the Company's request, a number of amendments were made to the
Credit Agreement effective September 1, 2002. The revolving credit facility was
reduced from $50,000,000 to $35,000,000 and the balance owed under the term loan
was increased from $14,333,356 to $18,000,000. Principal payments under the term
loan were reduced to $375,000 from $666,666 per month. In addition, the maturity
date of both the term loan and revolving credit loans made pursuant to the
Credit Agreement was extended to July 31, 2004.
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% (effective rate of 4.15% at March 31,
2003). Revolving credit loans made pursuant to the Credit Agreement are based on
a percentage of eligible accounts receivable and inventory. 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% (effective rate of 3.81% at March 31, 2003).
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, the ratio of net income before interest,
taxes, depreciation and amortization ("EBITDA") to debt service and capital
expenditures, and the ratio of senior secured indebtedness to EBITDA. Niagara US
was in compliance with all of these requirements as of March 31, 2003.
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 are
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 March 31, 2003, Niagara had repurchased
1,758,938 shares of its Common Stock at a cost of $8,249,684. No shares were
repurchased during the three months ended March 31, 2003.
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") providing for a (pound)10 million (approximately $15.8
million) term loan and a (pound)9.8 million (approximately $15.4 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 August 31, 2005.
The principal repayment installments on the term loan escalate from
(pound)125,000 to (pound)213,333 (approximately $197,000 to $336,000) 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% (effective rate of 3.89% at March 31, 2003) 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 accrued 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 in 1999.
The Subordinated Loan was capitalized to equity during the fourth quarter of
2002.
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 advances to Niagara UK based upon a formula tied to the
receivables purchased by RBID. 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
$7.7 million) and subsequently reduced to (pound)2.5 million (approximately $3.9
million) as of December 31, 1999.
At the Company's request, a number of amendments were made to the
Discount Agreement effective August 23, 2002. These amendments included (i) a
reduction in the maximum amount of advances to Niagara UK from (pound)20 million
(approximately $31.5 million) to (pound)15.0 million (approximately $23.6
million), (ii) a reduction in the interest rate applicable to such advances from
2.25% to 2.0% above Royal Bank of Scotland's base rate (effective rate of 5.75%
at March 31, 2003) and (iii) the extension of the maturity date on such advances
to July 31, 2004. In connection with these amendments, Niagara and Niagara UK
agreed to capitalize the Subordinated Loan, which occurred during the fourth
quarter of 2002.
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 Adjusted EBITDA to fixed charges and the ratio of current assets to current
liabilities. Niagara UK was in compliance with all of these requirements as of
March 31, 2003.
In connection with the execution of the Facilities and Discount
Agreements, Niagara and Niagara UK entered into intercreditor agreements which,
among other things restrict the payment of dividends in respect of the Niagara
UK shares.
As a result of depressed conditions in the manufacturing sector in the
United Kingdom including within the overall steel industry, and conditions
within the insurance industry following the events of September 11, 2001, the
market for credit insurance in the United Kingdom deteriorated during 2002. This
necessitated, during the fourth quarter of 2002, Niagara guaranteeing on a
short-term basis certain trade payables of Niagara UK in the aggregate amount of
up to (pound)6.7 million (approximately $10.6 million) in order to ensure an
orderly supply of raw materials.
At March 31, 2003, the Company had borrowed or been advanced
$44,904,977 under its revolving credit facilities and the Discount Agreement and
had approximately $15,000,000 in available credit thereunder, and the
outstanding balance of its term loans was $23,736,000. Working capital of the
Company at March 31, 2003 was $44,658,970.
Critical Accounting Policies
On December 12, 2001, 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, 2002
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 and title and risk of loss has transferred. 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.
Effects of Recent Accounting Pronouncements
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
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 as of
January 1, 2003 did not have an effect on the Company's financial statements.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, and Amendment of FASB Statement No. 13, and
Technical Corrections." This statement, among other things, rescinds SFAS No. 4,
"Reporting Gains and Losses from Extinguishment of Debt," which required that
all gains and losses from the extinguishment of debt be aggregated and, if
material, classified as an extraordinary item, net of related income tax effect.
As a result, the criteria in Accounting Principles Board Opinion No. 30,
"Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions," will now be used to classify such gains and losses.
SFAS No. 145 also amends SFAS No. 13 to require that certain lease modifications
that have economic effects similar to sale-leaseback transactions be accounted
for in the same manner as sale-leaseback transactions. Such provisions of SFAS
No. 145 are required to be applied in fiscal years beginning after May 15, 2002.
The adoption of this statement as of January 1, 2003 did not have an effect on
the Company's financial statements.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This statement requires that a
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred, as opposed to prior guidance which provided that
liability for such exit costs be recognized at the date of an entity's
commitment to an exit or disposal plan. This statement is required to be applied
to exit or disposal activities that are initiated after December 31, 2002. The
adoption of this statement as of January 1, 2003 did not have an effect on the
Company's financial statements.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Guarantees of
the Indebtedness of Others," which interprets the guidance in FASB Statement No.
5, "Accounting for Contingencies," relating to a guarantor's accounting for, and
disclosure of, certain types of guarantees. Interpretation No. 45 requires that
a guarantor recognize, at the inception of a guarantee, a liability for the fair
value of the obligation undertaken in issuing the guarantee. Under
Interpretation No. 45, the recognition of the liability is required even if it
is not probable that payments will be required under the guarantee. Previously,
SFAS No. 5 required recognition of a liability only for a probable loss. The
recognition requirements of Interpretation No. 45 apply to guarantees issued or
modified after December 31, 2002. The disclosure requirements are effective for
interim and annual financial statements ending after December 15, 2002. The
adoption of Interpretation No. 45 as of January 1, 2003 did not have an effect
on the Company's financial statements.
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation--Transition and Disclosure--an amendment of FASB
Statement No. 123," which amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect on the method used on reported results. The adoption of this statement as
of January 1, 2003 did not have an effect on the Company's financial statements.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities, an interpretation of Accounting Research Bulletin
(ARB) No. 51" which defines when a business enterprise must consolidate a
variable interest entity. Interpretation No. 46 applies in the first fiscal year
or interim period beginning after June 15, 2003 to entities in which an
enterprise holds a variable interest that it acquired before February 1, 2003
and applies immediately to variable interest entities created after January 31,
2003. The Company did not have any variable interest entities as of March 31,
2003.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends SFAS
No. 133 for certain decisions made by the FASB and is effective for contracts
entered into or modified after June 30, 2003 and for hedging relationships
designated after June 30, 2003. SFAS No. 149 is to be applied prospectively. The
provisions of SFAS No. 149 that relate to SFAS No. 133 implementation issues
that have been effective for fiscal quarters that began prior to June 15, 2003
continue to be applicable in accordance with their respective effective dates.
The adoption of this statement is not expected to have a material effect on the
Company's financial statements.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking statements. Some of the statements in this
Form 10-Q, including, without limitation, in "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS," may constitute
forward-looking statements. When used in this Form 10-Q, the words "may,"
"will," "should," "could," "expects," "plans," "anticipates," "intends,"
"believes," "estimates," "predicts," "projects," "potential," "likely" or
"continue" and other similar expressions are intended to identify such
forward-looking statements. These statements involve known and unknown risks,
uncertainties and other factors, many of which are beyond the control of the
Company, that may cause the Company's actual results to be materially different
from those expressed or implied by such forward-looking statements, in future
filings by Niagara with the Securities and Exchange Commission, in the Company's
press releases or in oral statements made by authorized officers of the Company.
The factors discussed under "CAUTIONARY STATEMENT FOR PURPOSES OF THE `SAFE
HARBOR' PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995" in
Niagara's Report on Form 10-K for the fiscal year ended December 31, 2002, among
others, could cause actual results to differ materially from those contained in
forward-looking statements made in this Form 10-Q.
ITEM 3. 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, the credit risk of its customers and the availability
to its suppliers of credit insurance on their receivables from the Company. 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
Royal Bank of Scotland's base rate plus 2.0%. 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 (see "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- Liquidity and
Capital Resources").
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. In order 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, Niagara UK's exposure to such fluctuations was substantially reduced. As a
result, Niagara UK discontinued its practice of purchasing foreign exchange
contracts in February 2002.
The Company is subject to the economic conditions affecting its
customers. The Company's exposure to losses on trade accounts receivable is
principally dependent on each customer's financial condition. The Company
monitors its exposure for credit losses and maintains allowances for anticipated
losses after giving consideration to current delinquency data, historical loss
experience, and economic conditions impacting steel service centers and original
equipment manufacturers. Management continuously reviews information concerning
the financial condition of the Company's customers and believes that the
Company's allowance for doubtful accounts is sufficient to cover such risks. In
addition, Niagara UK has insured substantially all of its accounts receivable to
further reduce its customer credit risk. Generally, these insurance policies
provide for payments to Niagara UK of 80% of the unpaid invoiced amounts.
As a result of depressed conditions in the manufacturing sector in the
United Kingdom including within the overall steel industry, and conditions
within the insurance industry following the events of September 11, 2001, the
market for credit insurance in the United Kingdom deteriorated during 2002. This
necessitated, during the fourth quarter of 2002, Niagara guaranteeing on a
short-term basis certain trade payables of Niagara UK in the aggregate amount of
up to (pound)6.7 million (approximately $10.6 million) in order to ensure an
orderly supply of raw materials.
ITEM 4. CONTROLS AND PROCEDURES
Within 90 days prior to the date of this quarterly report, an
evaluation was performed under the supervision and with the participation of the
Company's management, including the Chief Executive Officer and the Acting Chief
Accounting Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. (Following the unexpected death on
April 14, 2003 of Raymond Rozanski, the Company's Chief Financial and Accounting
Officer, Anthony Verkruyse, currently Vice President-Finance of Niagara US,
became the Company's Acting Chief Accounting Officer.) Based on such evaluation,
such individuals have concluded that as of such evaluation date, the Company's
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company (including its consolidated
subsidiaries) required to be included in the Company's periodic SEC reports.
There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of their evaluation.
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 parts of the costs required to remove
or remediate previously disposed wastes or hazardous substances at locations
they own or operate 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 six such third-party sites. Management believes that, in five cases,
the volumes of the waste allegedly attributable to LaSalle and the share of
costs for which it may be liable are de minimis. In three of these cases,
LaSalle has entered into de minimis settlement agreements resolving the pending
claims of liability. In connection with the fourth site, the United States
Environmental Protection Agency (the "EPA") has notified LaSalle that it does
not intend to seek cost recovery from it at this time. In the one non-de minimis
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 costs of remediation. LaSalle and this group of companies
have also signed an Administrative Order on Consent with the EPA and performed a
limited remediation at the site. LaSalle has received insurance settlements in
amounts that largely cover the financial contributions it has made for these
sites through March 31, 2003. 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 believes that LaSalle's share of
the additional costs will not have a material adverse effect on the Company's
financial position or results of operations.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
99.1 Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of Acting Chief Accounting Officer
pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
(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.
NIAGARA CORPORATION
___________________
(Registrant)
Date: May 15, 2003 /s/ Michael Scharf
________________________________________
Michael Scharf, President
Date: May 15, 2003 /s/ Anthony J. Verkruyse
________________________________________
Anthony J. Verkruyse,
Vice President - Finance
Niagara LaSalle Corporation
LaSalle Steel Company
(Acting Chief Accounting Officer-Niagara
Corporation)
CERTIFICATION
I, Michael Scharf, as the Chief Executive Officer of Niagara
Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Niagara
Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involved management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect the internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 15, 2003
/s/ Michael Scharf
__________________
Michael Scharf
Chairman, President & Chief Executive Officer
CERTIFICATION
I, Anthony J. Verkruyse, as the Acting Chief Accounting Officer of
Niagara Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Niagara
Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involved management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect the internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 15, 2003
/s/ Anthony J. Verkruyse
________________________
Anthony J. Verkruyse
Vice President -Finance
Niagara LaSalle Corporation
LaSalle Steel Company
(Acting Chief Accounting Officer-Niagara Corporation)