1 Exhibit 7(a) The audited financial statements of Northern Steel, Inc. as of November 5, 1997 and December 31, 1996 and for the period from January 1, 1997 to November 5, 1997 and for the year ended December 31, 1996, are filed herewith as Exhibit 7(a). 2 Exhibit 7(a) Index to Financial Statements Northern Steel, Inc. Period from January 1, 1997 to November 5, 1997 and Year Ended December 31, 1996 Report of Ernst & Young LLP, Independent Auditors . . . . . . . . . 1 Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Statements of Operations and Accumulated Deficit . . . . . . . . . 3 Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . 4 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . 5 3 Report of Ernst & Young LLP, Independent Auditors The Board of Directors and Stockholder Northern Steel, Inc. We have audited the accompanying balance sheets of Northern Steel, Inc. as of November 5, 1997 (date of sale - see Note 1) and December 31, 1996, and the related statements of operations and accumulated deficit and cash flows for the period from January 1, 1997 to November 5, 1997 and for the year ended December 31, 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Northern Steel, Inc. as of November 5, 1997 and December 31, 1996, and the results of its operations and its cash flows for the period from January 1, 1997 to November 5, 1997 and for the year ended December 31, 1996, in conformity with generally accepted accounting principles. Seattle, Washington Ernst & Young LLP November 26, 1997 1 4 Northern Steel, Inc. Balance Sheets NOVEMBER 5, 1997 DECEMBER 31, (DATE OF SALE) 1996 ----------------------------- (IN THOUSANDS) ASSETS Current Assets: Cash $ - $ - Accounts receivable, net of allowance for doubtful accounts of $52 ($33 in 1996) 3,174 3,850 Inventories 1,346 1,345 Prepaid expenses 106 134 Other current assets 60 190 --------------------- Total current assets 4,686 5,519 Property and equipment, net (Note 3) 169 277 --------------------- Total assets $4,855 $5,796 ===================== LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Bank line of credit (Note 4) $1,852 $1,286 Accounts payable and accrued liabilities 1,576 2,101 Accrued compensation 206 229 --------------------- Total current liabilities 3,634 3,616 Commitments and contingencies (Note 8) Stockholder's equity: Common stock, no par value: 2,500 2,500 Authorized shares - 1,000,000 Issued and outstanding shares - 1,0000 Accumulated deficit (1,279) (320) --------------------- Total stockholder's equity 1,221 2,180 --------------------- Total liabilities and stockholder's equity $4,855 $5,796 ===================== See Accompanying Notes. 2 5 Northern Steel, Inc. Statements of Operations and Accumulated Deficit PERIOD FROM JANUARY 1, 1997 TO NOVEMBER 5, 1997 YEAR ENDED (DATE OF SALE) DECEMBER 31, 1996 ------------------------------------- (In Thousands) Sales $ 15,664 $ 20,754 Cost of sales 11,681 15,279 ---------------------------- Gross profit 3,983 5,475 Selling, general, and administrative expenses 4,842 5,946 ---------------------------- Operating loss (859) (471) Other income (expense): Interest expense (95) (115) Other income (expense) (5) 9 ---------------------------- Total other expenses (100) (106) ---------------------------- Loss before income taxes (959) (577) Income tax expense (Note 5) - - ---------------------------- Net loss (959) (577) Retained earnings (accumulated deficit), beginning of year (320) 257 ---------------------------- Accumulated deficit, end of period $ (1,279) $ (320) ============================ See accompanying notes. 3 6 NORTHERN STEEL, INC. STATEMENTS OF CASH FLOWS PERIOD FROM JANUARY 1, 1997 TO NOVEMBER 5, 1997 YEAR ENDED (DATE OF SALE) DECEMBER 31, 1996 -------------------------------------- (In Thousands) OPERATING ACTIVITIES Net loss $ (959) $ (577) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 161 66 Changes in operating assets and liabilities: Accounts receivable 676 (112) Inventories (1) 159 Prepaid expenses and other current assets 158 (225) Accounts payable and accrued liabilities (548) 90 ------------------------- Net cash used in operating activities (513) (599) INVESTING ACTIVITIES Purchases of property and equipment (53) (68) FINANCING ACTIVITIES Net borrowings under line of credit 566 588 Advances to affiliates - 11 ------------------------- Net cash provided by financing activities 566 599 ------------------------- Net decrease in cash and cash equivalents - (68) Cash at beginning of year - 68 ------------------------- Cash at end of year $ - $ - ========================= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during year for: Interest $ 95 $ 115 ========================= See accompanying notes. 4 7 Northern Steel, Inc. Notes to Financial Statements November 5, 1997 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Northern Steel, Inc. (the Company), a wholly owned subsidiary of Duke Seabridge Inc. (a U.S. subsidiary of Duke Seabridge Limited, a Canadian corporation), was incorporated in the state of Washington on August 24, 1994 and commenced operations on November 1, 1994. The Company is a retail supplier and application designer of material handling systems and storage equipment. Effective November 5, 1997, the Company sold substantially all assets and liabilities to Centrum Industries, Inc. The accompanying financial statements reflect the Company's financial position and results of operations through November 5, 1997 (immediately prior to the sale) (see Note 9). 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ACCOUNTS RECEIVABLE Credit is extended based on an evaluation of customers' financial condition, and collateral is generally not required. Annual credit losses have been minimal. The Company sells to a large number of customers operating in a variety of industries located primarily in the western United States. INVENTORIES Inventories, consisting of material handling and storage products held for resale and in the process of installation, are stated at the lower of average cost or market. PROPERTY AND EQUIPMENT Property and equipment is recorded at cost. Depreciation is provided based on the estimated useful lives of the related assets, which are 5 years for furniture and 3 years for computer and other equipment. INCOME TAXES The Company is included in a consolidated tax return filed by its U.S. parent. The Company has a tax allocation agreement with its U.S. parent, whereby the Company will pay its share of income taxes to its U.S. parent, computed as if the Company filed a separate tax return, giving effect only to any net operating loss carryforwards generated by the Company itself. 5 8 Northern Steel, Inc. Notes to Financial Statements (continued) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ADVERTISING The Company expenses advertising as incurred, except for direct-response advertising, which is capitalized and amortized over its expected period of future benefits. Direct-response advertising consists of prepaid Yellow Pages advertising, which is amortized over the lesser of 12 months or the number of months that the book is current. At November 5, 1997, advertising costs totaling $73,000 were reported as prepaid expenses ($88,000 at December 31, 1996). Advertising expense for the period ended November 5, 1997 and the year ended December 31, 1996 was $239,000 and $200,000, respectively. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. RECLASSIFICATIONS Certain reclassifications have been made to the prior year financial statements in order to conform to the current presentation. 3. PROPERTY AND EQUIPMENT Property and equipment consists of the following: NOVEMBER 5, DECEMBER 31, 1997 1996 --------------------------- (in thousands) Furniture, and other equipment $ 226 $ 231 Computer equipment 236 184 ----------------------- 462 415 Less accumulated depreciation (293) (138) ----------------------- $ 169 $ 277 ======================= 6 9 Northern Steel, Inc. Notes to Financial Statements (continued) 4. LINE OF CREDIT The Company had a $4,000,000 line of credit with U.S. Bank, expiring in August 1998, under which $1,852,000 and $1,382,000 were drawn at November 5, 1997 and December 31, 1996, respectively. Accounts receivable and inventories were pledged as collateral under the line of credit agreement. Interest accrued at the lender's prime rate plus .75% (9.25% at November 5, 1997). The line of credit contained certain restrictive covenants, including the maintenance of certain minimum financial ratios and achievement of various reporting requirements. Amounts payable under the line of credit were repaid subsequent to the sales transaction on November 5, 1997 (see note 9). 5. INCOME TAXES As of November 5, 1997 and December 31, 1996, the Company had federal net operating loss carryforwards of approximately $1,375,000 and $437,000, respectively, which will begin to expire in the year 2010, if not utilized. Utilization of the net loss carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the internal revenue code of 1986. The annual limitation may result in the expiration of the net operating loss carryforwards before utilization. While these net operating loss carryforwards are available to reduce the taxable income of the Company's U.S. parent, they have been accounted for as if the company were a stand-alone entity (see note 2). Duke Seabridge inc. expects to be able to utilize northern steel, inc.'s net operating loss carryforwards in its consolidated tax return. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company has recognized a valuation allowance equal to the deferred tax assets due to the uncertainty of realizing the benefits of the assets. The Company's valuation allowance increased $324,000 and $195,000 in 1997 and 1996, respectively. 7 10 Northern Steel, Inc. Notes to Financial Statements (continued) 5. INCOME TAXES (CONTINUED) Significant components of the Company's deferred tax liabilities and assets are as follows: NOVEMBER 5, DECEMBER 31, 1997 1996 ----------------------------- (In Thousands) Deferred tax liabilities - tax over book depreciation $ (1) $ (5) Deferred tax assets: Net operating loss carryforward 468 149 Allowance for bad debts 18 11 Allowance for inventory obsolescence 45 12 Uniform capitalization 18 18 Accrued liabilities - 39 Other 1 1 ----------------------- 550 230 Valuation allowance (549) (225) ----------------------- $ 0 $ 0 ======================= 6. EMPLOYEE BENEFIT PLAN The Company has an Internal Revenue Code Section 401(K) Profit Sharing Plan (the Plan) that is available for all employees who have completed 1,000 hours or six months of service with the Company. Participants may contribute up to 15% of their salary into the Plan (subject to the annual IRS limitation), and the Company will match employee contributions up to 2.75% of their salary. Total employer costs associated with the Plan were $42,000 and $65,000 in 1997 and 1996, respectively. 8 11 Northern Steel, Inc. Notes to Financial Statements (continued) 7. LEASE OBLIGATIONS The Company leases its office facilities under long-term operating leases. Aggregate minimum lease payments required over the lives of the leases are as follows (in thousands): 1998 $ 293 1999 202 2000 10 2001 10 2002 2 ------ $ 517 ====== As a result of the sales transaction (see Note 9), Centrum Industries assumed all operating lease liabilities. Rent expense was $290,000 and $319,000 for 1997 and 1996, respectively. 8. COMMITMENTS AND CONTINGENCIES The Company entered into an administrative services agreement for $115,000 per annum with Duke Seabridge Limited for the year ended 1997. These fees (included in selling, general, and administrative expenses) for 1997 and 1996 were $86,000 and $117,000, respectively. A former employee of the Company has made a claim for retirement benefits allegedly due to him as a result of a promise for retirement benefits allegedly made to him by the Company. The former employee seeks an amount of $295,000. Although the ultimate outcome of the claim cannot be determined, the Company disputes the claim and, accordingly, no provision for losses has been recorded at November 5, 1997. 9. SALE OF ASSETS AND LIABILITIES On October 1, 1997, Duke Seabridge inc. (the Seller) entered into an Asset Purchase Agreement (the Agreement) for the sale of substantially all of the assets and liabilities of the Company to Centrum Industries, Inc. (the Buyer) through its newly created subsidiary, Northern Steel Company, with an effective date of November 5, 1997 (the Closing Date). The sales price was $1,000,000 plus the repayment of the U.S. Bank line of credit, subject to certain adjustments, including: 9 12 Northern Steel, Inc. Notes to Financial Statements (continued) 9. SALE OF ASSETS AND LIABILITIES (CONTINUED) Reduced dollar for dollar for each dollar by which the closing net worth is less than $1,601,000 (the August 31, 1997 net worth); The U.S. Bank debt as of the Closing Date for purposes of determining the purchase price shall not exceed $1,300,000, except for any increases subsequent to August 31, 1997 in the U.S. Bank debt that are a direct result of inventory purchased in the ordinary course of business or accounts receivable resulting from sales of products or services in the ordinary course of business; The sales price shall be increased dollar for dollar up to a maximum of $200,000 for each dollar by which the amount of the U.S. Bank debt as of the Closing Date is less than $1,097,000; and Other adjustments as determined reasonable between the Seller and Buyer. The closing net worth of the Company as determined by the Agreement was $1,221,000, and the final adjusted sales price as determined by the Seller and Buyer was $2,386,000. proceeds from the sale were used to repay the line of credit with U.S. Bank on November 5, 1997. 10