THIRD QUARTER 1997
For the period ended July 31, 1997



Press Release

Message to Shareholders
Middlefield Bancorp is now positioned to grow through its new merchant banking mandate. Funds available for investment have been augmented by the recent establishment of an investment loan facility with a major chartered bank. The Company now has a solid capital base to take advantage of merchant banking opportunities.

Continuing exposure to quality investments will be one of the keys to building shareholder value. In this respect, Middlefield Bancorp will benefit from its extensive network of investment sources, which is complemented by the experience and expertise of its board of directors, management and larger shareholders.

Financial
Third quarter financial results were significantly higher than 1996. Revenue for the 9 months ended July 31, 1997 reached $9.9 million, an increase of 36% over the same period last year. Net earnings were $1.3 million or $0.20 per share fully diluted, a 73% increase over the 9 months ended July 31, 1996.

The H.E.R.O. Industries division has been successful not only in increasing its sales to existing customers but also in expanding its customer base to include clients in eighteen countries outside North America. Responding to the diverse requirements of its global client base, H.E.R.O. has successfully innovated new products and services to ensure the success of its export program. In addition, H.E.R.O. has reduced its operational and overhead costs while maintaining its unwavering attention to product quality. H.E.R.O. is actively seeking to increase its market share in its various product areas, including through acquisition.

Middlefield Bancorp trades on the Toronto Stock Exchange under the symbol "MBN".

For further information, contact:


Dean Orrico
Vice President
(416) 362-0714

BALANCE SHEETS
As at July 31 [unaudited]


1997


1996

Assets (000's) (000's)
Current assets
Cash $ 937 $ 146
Marketable securities 7,261 825
Receivables 2,538 2,666
Inventory 1,779 1,967
Prepaids 101 130

12,616 5,734
Property and equipment 369 382
Other assets 531 550

$ 13,516 $ 6,666

Liabilities
Current liabilities
Bank indebtedness $ - $ 205
Payables and accruals 1,127 822
Income taxes 646 395
Current portion of term debt 213 286

1,986 1,708
Term debt - 213

1,986 1,921




Shareholders' Equity
Capital stock 8,637 3,220
Contributed surplus 7 7
Retained earnings 2,971 1,603

11,615 4,830
Common shares in treasury (85) (85)

11,530 4,745

$ 13,516 $ 6,666

STATEMENTS OF EARNINGS AND RETAINED EARNINGS
For the nine months ended July 31 [unaudited] 1997 1996

(000's) (000's)
Revenues $ 9,913 $ 7,288
Operating income before the undernoted: 2,421 1,352
Research 97 124
Interest 22 53
Amortization 20 16
Depreciation 66 55

Earnings before income taxes $ 2,216 $ 1,104
Provision for income taxes:
Current 666 333
Deferred 289 142

955 475

Net earnings 1,261 629
Retained earnings, beginning of period 1,710 974

Retained earnings, end of period $ 2,971 $ 1,603

STATEMENTS OF CHANGES IN FINANCIAL POSITION
For the nine months ended July 31 [unaudited] 1997 1996

(000's) (000's)
Operating
Net earnings $ 1,261 $ 629
Deferred income taxes 289 142
Depreciation and amortization 86 71

1,636 842
Decrease in non-cash operating working capital (6,523) (1,081)

(4,887) (239)

Investing
Increase in development costs (82) (22)
Purchase of property and equipment, net of disposal proceeds (74) (50)
Other assets (243) (136)

(399) (208)

Financing
Repayment of term debt (215) (214)
Issue of capital stock 5,417 -

5,202 (214)

Net increase (decrease) in cash (84) (661)
Cash, beginning of period 1,021 602

Cash, end of period $ 937 $ (59)

Corporate Profile
Middlefield Bancorp Limited is a Canadian corporation engaged in merchant banking. It is dedicated to the creation of shareholder value through the prudent selection, acquisition and management of investment opportunities. Middlefield Bancorp's board of directors and management include highly experienced and successful individuals who have committed their own capital to the Company. The Company's common shares are listed on the Toronto Stock Exchange under the symbol "MBN".

Head Office

1 First Canadian Place
58th Floor
P.O. Box 192
Toronto, Ontario
M5X 1A6
Tel: 416-362-0714
Fax: 416-362-7925

Auditor
Auditor Arthur Andersen & Co.
Corporate Counsel
Ogilvy Renault
Directors

Thomas I.A. Allen, Q.C.
Partner, Ogilvy Renault
Peter A. Braaten
Director, Middlefield Group
Murray J. Brasseur
Director, Middlefield Group
George S. Dembroski
Vice-Chairman, RBC Dominion Securities Limited
Thomas C. Laurie
Vice-President, RBC Dominion Securities Inc.
A. Gordon Stollery
Chairman, Northstar Energy Corporation
Charles B. Young
Deputy Chairman, Canary Wharf Limited

 
 
 

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