<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FOR THE PERIOD ENDED JUNE 28, 1997
or
/ / Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission File No. 1-9973
THE MIDDLEBY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 36-3352497
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2850 W. GOLF ROAD, SUITE 405, ROLLING MEADOWS, ILLINOIS 60008
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone No., including Area Code (847) 758-3880
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 twelve (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
- ---------
As of June 28, 1997, there were 8,501,453 shares of the registrant's common
stock outstanding.
<PAGE>
THE MIDDLEBY CORPORATION AND SUBSIDIARIES
QUARTER ENDED JUNE 28, 1997
INDEX
DESCRIPTION PAGE
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
BALANCE SHEETS 1
June 28, 1997 and December 28, 1996
STATEMENTS OF EARNINGS 2
June 28, 1997 and June 29, 1996
STATEMENTS OF CASH FLOWS 3
June 28, 1997 and June 29, 1996
NOTES TO FINANCIAL STATEMENTS 4
Item 2. Management's Discussion and Analysis 8
of Financial Condition and Results of
Operations
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 10
PART II. OTHER INFORMATION 11
<PAGE>
PART I. FINANCIAL INFORMATION
THE MIDDLEBY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
JUNE 28, 1997 DEC. 28, 1996
------------- -------------
ASSETS
Cash and Cash Equivalents............. $ 1,330 $ 1,410
Accounts Receivable, net.............. 26,384 19,859
Inventories, net...................... 24,681 20,956
Prepaid Expenses and Other............ 1,036 939
Net Assets of Discontinued Operations. 1,400 4,082
Current Deferred Taxes................ 2,099 2,086
------- -------
Total Current Assets............. 56,930 49,332
Property, Plant and Equipment, net of
accumulated depreciation of
$12,546,000 and $11,741,000......... 19,625 18,843
Excess Purchase Price Over Net Assets
Acquired, net of accumulated
amortization of $4,444,000 and
$4,216,000.......................... 13,111 13,339
Deferred Taxes........................ 1,897 2,950
Other Assets.......................... 2,329 1,504
------- -------
Total Assets.............. $93,892 $85,968
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Maturities of Long-Term Debt.. 2,786 $3,916
Accounts Payable...................... 13,472 10,369
Accrued Expenses...................... 10,305 10,001
------- -------
Total Current Liabilities........ 26,563 24,286
Long-Term Debt........................ 39,666 37,352
Minority Interest and Other
Non-current Liabilities............. 2,554 1,880
Shareholders' Equity:
Preferred Stock, $.01 par value;
nonvoting; 2,000,000 shares
authorized; none issued........... - -
Common Stock, $.01 par value;
20,000,000 shares authorized;
8,476,000 and 8,468,000 issued
and outstanding in 1997 and
1996, respectively................ 85 85
Paid-in Capital..................... 28,350 28,108
Cumulative Translation Adjustment... (176) (184)
Accumulated Deficit................. (3,150) (5,559)
------- -------
Total Shareholders' Equity....... 25,109 22,450
------- -------
Total Liabilities and
Shareholders' Equity.... $93,892 $85,968
======= =======
See accompanying notes
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<PAGE>
THE MIDDLEBY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In Thousands, Except Per Share Amounts)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
---------------------------- ----------------------------
Restated Restated
June 28, 1997 June 29, 1996 June 28, 1997 June 29, 1996
------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Sales.......................... $ 42,082 $ 28,661 $ 74,780 $ 58,171
Cost of Sales...................... 29,268 20,132 51,492 41,075
-------- -------- --------- -------
Gross Margin............... 12,814 8,529 23,288 17,096
Selling and Distribution Expenses.. 6,035 4,472 10,716 8,482
General and Administrative Expenses 3,044 2,386 5,719 4,655
-------- -------- --------- -------
Income from Operations..... 3,735 1,671 6,853 3,959
Interest Expense and Deferred
Financing Amortization........... 1,257 1,079 2,338 2,136
Other (Income)Expense, net......... 18 (23) (20) (5)
-------- -------- --------- -------
Earnings Before Income Taxes 2,460 615 4,535 1,828
Provision for Income Taxes......... 873 214 1,562 661
-------- -------- --------- -------
Earnings from Continuing
Operations............. 1,587 401 2,973 1,167
-------- -------- --------- -------
Loss from Discontinued Operations,
Net of Tax....................... - (432) - (512)
Estimated Loss on Sale of
Discontinued Operations.......... (564) - (564) -
-------- -------- --------- -------
Net Earnings.............. $ 1,023 $ (31) $ 2,409 $ 655
-------- -------- --------- -------
Earnings per Share from Continuing
Operations....................... $ 0.18 $ .04 $ 0.34 $ 0.13
Loss Per Share From Discontinued
Operations....................... $ (0.06) $ (0.04) $ (0.06) $ (0.05)
Net Earnings Per Share............. $ 0.12 $ 0.00 $ 0.28 $ 0.08
-------- -------- --------- -------
</TABLE>
See accompanying notes
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<PAGE>
THE MIDDLEBY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
SIX MONTHS ENDED
----------------------------
RESTATED
June 28,1997 June 29, 1996
------------ -------------
Cash Flows From Operating Activities-
Net Earnings........................... $ 2,409 $ 655
Adjustments to reconcile Net Earnings
to cash provided by continuing
operating activities-
Depreciation and amortization........ 1,500 1,522
Utilization of NOL's................. 1,416 325
Discontinued operations.............. 564 512
Changes in assets and liabilities-
Accounts receivable.................. (6,525) (3,775)
Inventories.......................... (3,725) (3,743)
Prepaid expenses and other assets.... (914) (999)
Accounts payable and other
liabilities........................ 3,407 628
------- -------
Net Cash Used in Continuing
Operating Activities................. (1,868) (4,875)
------- -------
Net Cash (Used in) Provided by
Discontinued Operations.............. (2,963) 119
Net Cash Used in Operating Activities.. (4,831) (4,756)
------- -------
Cash Flows From Investing Activities-
Proceeds from Sale of Discontinued
Operations........................... 5,081 -
Additions to Property and Equipment.... (1,702) (2,099)
Net Cash Provided By (Used in)
Investing Activities................. 3,379 (2,099)
------- -------
Cash Flows From Financing Activities-
Increase in revolving credit line, net. 2,687 4,735
Reduction in term loans................ (2,595) (799)
Proceeds(Reduction) from capital
expenditure loan..................... (50) 475
Increase in foreign bank debt.......... 1,142 2,557
Other financing activities, net........ 188 -
Net Cash Provided by
Financing Activities................. 1,372 6,968
------- -------
Changes in Cash and Cash Equivalents-
Net (decrease)increase in cash
and cash equivalents................. (80) 113
Cash and cash equivalents at
beginning of year.................... 1,410 972
------- -------
Cash and Cash Equivalents at end
of quarter........................... $1,330 $1,085
======= =======
Interest paid............................ $2,011 $2,264
======= =======
Income taxes paid........................ $120 $61
======= =======
See accompanying notes
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<PAGE>
THE MIDDLEBY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 28, 1997
(UNAUDITED)
1) BASIS OF PRESENTATION
The financial statements have been prepared by The Middleby
Corporation (the "Company"), without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are
adequate to make the information not misleading. These financial
statements should be read in conjunction with the financial
statements and related notes contained in the Company's 1996 Annual
Report.
In the opinion of management, the financial statements contain all
adjustments necessary to present fairly the financial position of
the Company as of June 28, 1997 and December 28, 1996, and the
results of operations for the three and six months ended June 28,
1997 and June 29, 1996 and cash flows for the six months ended
June 28, 1997 and June 29, 1996.
2) DISCONTINUED OPERATION
On January 23, 1997,the Company completed the sale of substantially
all of the assets of its Victory Refrigeration Company ("Victory")
subsidiary to an investor group led by local management at Victory.
Gross proceeds from the sale are expected to amount to approximately
$6,700,000, less amounts for retained liabilities and transaction
costs aggregating approximately $2,600,000. The proceeds are
subject to post-closing adjustments. The terms of the sale were the
results of arms-length negotiations. This sale was announced on
November 1, 1996, concluding the sale of all of the assets of
Victory. The sale and leaseback of the Victory facility to an
unrelated third party had previously been completed on December 27,
1996 for net proceeds of approximately $4,556,000. Proceeds from
these transactions were used to pay down debt.
The results of the Victory Refrigeration Company subsidiary have
been reported separately as a discontinued operation in the
consolidated financial statements for all periods presented. The
results of the discontinued operations are not necessarily
indicative of the results which may have been obtained had the
continuing and discontinuing
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operations been operating independently. Summarized results of the
Victory Refrigeration Company for the quarter ended June 29, 1996
are as follows:
(IN THOUSANDS) June 29, 1996
----------------------------
Three Months Six Months
------------ -----------
Net Sales $8,778 $17,814
Operating Income (424) (303)
(Loss) Earnings Before Taxes (646) (766)
Provision for Taxes (214) (254)
------ -------
(Loss) Earnings from
Discontinued Operations $ (432) $ (512)
====== =======
Interest expense of $222,000 and $463,000 for the second quarter of
1996 and year to date 1996, has been allocated based upon the ratio
of the net assets of the discontinued operations to the consolidated
capitalization of the Company. Continuing operations and
discontinued operations reflect the net tax expense or tax benefit
generated by the respective operations, limited, however, by the
income tax benefit recognized in the Company's historical financial
statements. No general corporate expenses have been allocated to
the discontinued operations.
The net assets of discontinued operations included in the
Consolidated Balance Sheets at June 28, 1997 and December 28, 1996
amounted to $1,600,000 and $4,082,000, respectively. The June 28,
1997 amount represents the remaining amount due from the buyers. The
Company expects that $1,200,000 will be received during the third
quarter of 1997, with the remaining $400,000 payable in two annual
installments on June ,1998 and June ,1999 with accrued interest.
The December 30, 1996 amount consists primarily of receivables,
inventory and equipment related to the discontinued operations, net
of accounts payable, accrued liabilities and closing costs
associated with the sale.
3) INCOME TAXES
The Company accounts for income taxes in accordance with Statement
of Financial Accounting Standards No. 109 ("SFAS 109"), Accounting
for Income Taxes.
The Company has recorded an income tax provision of $1,562,000 for
the fiscal six months ended June 28, 1997. The Company has
significant tax loss carry-forwards, and although a tax provision is
recorded, the Company makes no payment of federal tax other than AMT
amounts.
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The utilization of the net operating loss and credit carry-forwards
depend on future taxable income during the applicable carry-forward
periods. Management evaluates and adjusts the valuation allowance,
based on the Company's expected taxable income as part of the annual
budgeting process. These adjustments reflect management's judgment
as to the Company's ability to generate taxable income which will,
more likely than not, be sufficient to recognize these tax assets.
4) EARNINGS PER SHARE
Earnings per share of common stock are based upon the weighted
average number of outstanding shares of common stock and common
stock equivalents. The treasury stock method is used in computing
common stock equivalents, which included stock options and a warrant
issued in conjunction with the senior secured note. The terms of the
warrant provide for the purchase of 250,000 shares at $3 per share.
Alternatively, under certain conditions, the warrant terms provide
for the purchase of 200,000 shares at $.01 per share. Earnings per
share were computed based upon the weighted average number of common
shares outstanding of 8,795,000 and 8,715,000 for the fiscal
quarters ended June 28, 1997 and June 29, 1996, respectively and
8,758,000 and 8,707,000 for the fiscal year-to-date periods ended
June 28, 1997 and June 29, 1996, respectively.
The Company is required to adopt "FAS 128: Earnings Per Share"
during the fourth quarter of 1997. Under this method, average
shares outstanding would have been 8,481,000 and 8,405,000 for the
fiscal quarters ended June 28, 1997 and June 29, 1996, respectively
and 8,476,000 and 8,401,000 for the year-to-date periods ended
June 28, 1997 and June 29, 1996, respectively. The adoption of this
accounting method would not affect earnings per share for the
quarter or year-to-date periods ended June 28, 1997 and June 29,
1996.
5) INVENTORIES
Inventories are valued using the first-in, first-out method.
Inventories consist of the following:
(In Thousands)
June 28, 1997 Dec. 28, 1996
------------- -------------
Raw Materials and Parts $7,528 $6,492
Work-in-Process 4,535 4,621
Finished Goods 12,618 9,843
------- -------
$24,681 $20,956
======= =======
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<PAGE>
6) ACCRUED EXPENSES
Accrued expenses consist of the following:
(In Thousands)
June 28, 1997 Dec. 28, 1996
------------- -------------
Accrued payroll and
related expenses......... $3,345 $3,567
Accrued commissions........ 1,549 1,392
Accrued warranty........... 1,363 1,252
Other accrued expenses..... 4,048 3,790
------- -------
$10,305 $10,001
======= =======
7) RECLASSIFICATIONS AND RESTATEMENT
Sale of Discontinued Operations:
The financial statements exclude Victory Refrigeration Company
which has been accounted for as a discontinued operation
(see Note 2 to the Financial Statements).
Litigation Settlement Accounting:
During 1996, the Company restated its accounting for the proceeds
from the September, 1993 litigation settlement with the Hussmann
Corporation in accordance with generally accepted accounting
principles (GAAP). The effect of this accounting change was to
record a greater gain from the litigation settlement. Certain
assets related to the 1989 acquisition that were written-off as a
result of the Company's original accounting for the settlement in
1993, were restored in the historical financial statements or
written-off in periods prior to 1993. The effect on the financial
statements for the periods ended June 28, 1997 and June 29, 1996
was to increase non-cash amortization charges by $49,000 or $.01
per share and $69,000, or $.01 per share, respectively.
- 7 -
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (UNAUDITED).
INFORMATIONAL NOTE
This report contains forward-looking statements subject to the safe harbor
created by the Private Securities Litigation Reform Act of 1995. The Company
cautions readers that these statements are based upon future results or
events and are highly dependent upon a variety of important factors which
could cause such results or events to differ materially from such statements.
Such factors include, but are not limited to, changing market conditions;
the availability and cost of raw materials; the impact of competitive
products and pricing; the timely development and market acceptance of the
Company's products; foreign exchange risks affecting international sales; and
other risks detailed herein and from time-to-time in the Company's Securities
and Exchange commission filings.
RESULTS OF OPERATIONS
NET SALES:
Net sales for the fiscal quarter ended June 28, 1997 were $42,082,000, an
increase of $13,421,000 (46.8%) as compared to $28,661,000 in the prior
year's second quarter. Net sales for the six month period ended June 28, 1997
were $74,780,000, an increase of $16,609,000 (28.6%) as compared to
$58,171,000 in the prior six month period ended June 29, 1996. The overall
sales increase was largely due to unit volume increases.
Sales from the Company's cooking and warming equipment manufacturing
divisions increased 49% and 31% for the quarter and year-to-date periods
ended June 28, 1997, respectively. Within the equipment manufacturing
divisions, sales in the conveyor oven product line increased 68% and 44% for
the quarter and year-to-date periods. The quarter and year-to-date periods
included increased sales to a major restaurant chain to support the
introduction of a new product. This customer's order also included $3.3
million of equipment upgrade parts and field service work to improve
existing, installed equipment within their system. Sales in the core cooking
and steaming equipment line increased 29% and 15% in the quarter and
year-to-date periods. Sales in the counterline cooking and warming equipment
line increased 14% and 4% in the quarter and year-to-date periods.
International sales represented 35% of total sales for the quarter and
year-to-date, an increase of 38% and 19% as compared to the prior year
periods. Sales of the Company's international-based fabricated equipment
division increased by 47% and 37% for the quarter and year-to-date periods.
Sales of the Company's international distribution group increased 50% and 23%
for the quarter and year-to-date periods.
- 8 -
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GROSS MARGIN:
Gross margin increased $4,285,000 (50.2%) for the quarter to $12,814,000, as
compared to $8,529,000 in the prior year's quarter. Gross margin increased
$6,192,000 (36.2%) for the year-to-date period to $23,288,000, as compared to
$17,096,000 in the prior year-to-date period. As a percentage of net sales,
gross margin increased 0.6% to 30.5% for the quarter from 29.8% in the prior
year's quarter and increased 1.7% to 31.1% for the year-to-date period from
29.4% in the prior year-to-date period. The increase in gross margin percent
was primarily due to the higher sales level and capacity utilization,
improved manufacturing efficiencies and favorable product mix.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Selling, general and administrative expenses increased $2,221,000 (32.4%) for
the quarter to $9,079,000 as compared to $6,858,000 in the prior year's
quarter and increased $3,298,000 (25.1%) for the year-to-date period to
$16,435,000 as compared to $13,137,000 in the prior year-to-date period.
Increased selling, general and administrative expenses were primarily due to
variable costs associated with the higher sales volume and the continued
expansion of the Company's international sales and service capabilities,
including the establishment of sales and distribution offices in Taiwan,
Mexico, Japan and Korea during the past twelve months. As a percentage of
sales, selling, general and administrative expenses decreased to 21.6% and
22.0% for the quarter and year-to-date ended June 28, 1997, compared to 23.9%
and 22.6% for the prior year periods ended June 29, 1996.
INTEREST EXPENSE AND DEFERRED FINANCING COSTS:
Interest expense and deferred financing costs for the quarter ended June 28,
1997 increased $178,000 (16.5%) to $1,257,000 as compared to $1,079,000 in
the prior year fiscal quarter. Interest expense and deferred financing costs
for the year-to-date period ended June 28, 1997 increased $202,000 (9.5%) to
$2,338,000 as compared to $2,136,000 in the prior year-to-date period. The
increase, primarily in the second quarter, was due to a higher average
outstanding debt balance to support working capital needs related to the
higher sales level.
EARNINGS:
The Company recorded net earnings from continuing operations of $1,587,000
for the quarter ended June 28, 1997 compared to earnings from continuing
operations of $401,000 for the prior year quarter ended June 29, 1996. For
the year-to-date period ended June 28, 1997 the Company recorded earnings
from continuing operations of $2,973,000 compared to $1,167,000 in the prior
year-to-date period ended June 29, 1996. The Company recorded an additional
estimated loss on disposal of discontinued operations of $564,000, net of
tax, during the second fiscal quarter. During the prior year's second quarter
and year-to-date periods the Company recorded net losses from discontinued
operations of $432,000 and $512,000, respectively. The Company recorded net
earnings of $1,023,000 for the quarter ended June 28, 1997 as
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compared to a net loss of $31,000 for the prior year quarter ended June 29,
1996. For the year-to-date period ended June 28, 1997 the Company recorded
net earnings of $2,409,000 compared to $655,000 in the prior year-to-date
period ended June 29, 1996
FINANCIAL CONDITION AND LIQUIDITY
For the six months ended June 28, 1997, net cash provided by operating
activities before changes in assets and liabilities was $5,889,000, as
compared to $3,014,000 for the six months ended June 29, 1996. Net cash used
by continuing operating activities after changes in assets and liabilities
was $1,868,000 as compared to net cash used of $4,875,000 in the prior
year-to-date period. Accounts receivable increased $6,525,000, and
inventories increased $3,725,000. These increases were partially offset by
increased accounts payable and other liabilities of $3,407,000. The increase
in accounts receivable was largely due to the sales increase, particularly in
the second quarter. Inventories increased to support the increased sales
level and due to increased international distribution centers.
During the first six months of 1997, the Company increased its overall
outstanding debt by $1,184,000 under various facilities. During this period
the Company increased its borrowings on its revolving credit line by
$2,687,000, repaid $2,645,000 on its term loans and increased its borrowings
with a foreign lending institution by $1,144,000 primarily to finance the
Company's international expansion.
The Company maintains a revolving credit facility which, as of June 28, 1997,
provided $23,445,000 of total borrowing availability. There was $17,237,000
outstanding under this facility at June 28, 1997. The Company has executed
letters of credit of $991,000 against this facility, leaving an available
line of credit of $5,217,000 at June 28, 1997. The Company believes that its
cash flow from operations, together with available financing and cash on
hand, will be sufficient to fund its working capital needs, capital
expenditure program, and debt amortization.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
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<PAGE>
PART II. OTHER INFORMATION
The Company was not required to report the information pursuant to Items 1
through 6 of Part II of Form 10-Q for the three months ended June 28, 1997,
except as follows:
ITEM 2. CHANGES IN SECURITIES
c) During the second quarter of fiscal 1997, the Company issued
3,000 shares of the Company's common stock to a director and 3,000
shares to an officer pursuant to the exercise of stock options, for
$5,625 and $16,875, respectively. Such options were granted at an
exercise price of $1.875 and $5.625 per share. Additionally, the
Company issued 24,515 shares in connection with the establishment of
Middleby Japan Corporation. The issuances of such shares were exempt
under the Securities Act of 1933, as amended, pursuant to section 4(2)
thereof, as transactions not involving a public offering.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 15, 1997, the Company held its 1997 Annual Meeting of
Stockholders. The following persons were elected as directors to hold
office until the 1998 Annual Meeting of Stockholders: Robert R. Henry,
A. Don Lummus, John R. Miller III, Philip G. Putnam, David P. Riley,
Sabin C. Streeter, Joseph G. Tompkins, William F. Whitman, Jr., Laura B.
Whitman and Robert R. Yohe. The number of shares cast for, withheld and
abstained with respect to each of the nominees were as follows:
Nominee For Withheld Abstained
------- --- -------- ---------
Henry 7,954,240 13,105 0
Lummus 7,954,240 13,105 0
Miller 7,954,215 13,130 0
Putnam 7,954,240 13,105 0
Riley 7,951,240 16,105 0
Streeter 7,954,240 13,105 0
Tompkins 7,954,240 13,105 0
Whitman, W. 7,951,140 16,205 0
Whitman, L. 7,946,565 20,780 0
Yohe 7,953,840 13,505 0
The stockholders also voted to approve the ratification of the selection
of Arthur Andersen LLP as independent auditors for the Company for the
fiscal year ending January 3, 1998. 7,940,837 shares were cast for such
election, 18,708 shares were cast against such election, and 7,800
shares abstained. There were no broker non-votes with respect to either
of these proposals.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits - The following Exhibits are filed herewith:
Exhibit (27) - Financial Data Schedules (EDGAR only)
- 11 -
<PAGE>
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.
THE MIDDLEBY CORPORATION
--------------------------------
(Registrant)
Date August 12, 1997 By: /s/ John J. Hastings
---------------------------- ------------------------------
John J. Hastings, Executive
Vice President, Chief
Financial Officer and
Secretary
(Principal Financial and
Accounting Officer)
- 12 -
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-03-1998
<PERIOD-END> JUN-28-1997
<CASH> 1,330
<SECURITIES> 0
<RECEIVABLES> 26,384
<ALLOWANCES> 0
<INVENTORY> 24,681
<CURRENT-ASSETS> 56,930
<PP&E> 32,171
<DEPRECIATION> 12,546
<TOTAL-ASSETS> 93,892
<CURRENT-LIABILITIES> 26,563
<BONDS> 39,666
0
0
<COMMON> 85
<OTHER-SE> 25,024
<TOTAL-LIABILITY-AND-EQUITY> 93,892
<SALES> 74,780
<TOTAL-REVENUES> 74,780
<CGS> 51,492
<TOTAL-COSTS> 51,492
<OTHER-EXPENSES> 16,435
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,338
<INCOME-PRETAX> 4,535
<INCOME-TAX> 1,562
<INCOME-CONTINUING> 2,973
<DISCONTINUED> (564)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,409
<EPS-PRIMARY> .34
<EPS-DILUTED> .34
</TABLE>
