MILLER DIVERSIFIED CORP
10QSB, 1997-07-21
AGRICULTURAL PROD-LIVESTOCK & ANIMAL SPECIALTIES
Previous: ENVIRONMENTAL MONITORING & TESTING CORPORATION, 10QSB, 1997-07-21
Next: NEW HAMPSHIRE THRIFT BANCSHARES INC, S-8, 1997-07-21







                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 10-QSB


                   Quarterly Report Under Section 13 or 15 (d)
                   of the Securities and Exchange Act of 1934



                       For the Quarter Ended May 31 , 1997

                         Commission File Number 01-19001

                         MILLER DIVERSIFIED CORPORATION
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                 Nevada                                  84-1070932
         -------------------------                 ----------------------
        (State or other jurisdic-                 (I.R.S. Employer Iden-
         tion of incorporation or                    tification Number)
             organization)


                                Mailing Address:
                                  P. O. Box 937
                            La Salle, Colorado 80645

                            23360 Weld County Road 35
                            La Salle, Colorado 80645
                     --------------------------------------
                     (Address of Principal Executive Office)


                                 (970) 284-5556
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


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
                               -----           -----

Number of shares of Common Stock, par value $.0001, outstanding on May 31, 1997,
6,364,640.

Transitional Small Business Disclosure Format:    YES      NO   X
                                                      ---      ---

<PAGE>


 PART I - FINANCIAL INFORMATION

 Item 1 - Financial Statements
 -----------------------------

 MILLER DIVERSIFIED CORPORATION AND SUBSIDIARY

 CONSOLIDATED BALANCE SHEETS
- -------------------------------------------------------------------------------
                                                          May 31,    August 31,
                                                           1997         1996
- -------------------------------------------------------------------------------

ASSETS
- ------

Current Assets:
  Cash                                                 $    76,368  $    86,551
  Trade accounts receivable                              1,073,848      735,809
  Trade accounts receivable - related parties               37,155      116,692
  Account receivable - related party                        45,188       81,102
  Income tax refunds receivable                             94,345           --
  Inventories                                              234,994      283,279
  Prepaid expenses                                          21,574       21,725
  Deposits on feeder cattle                                     --       14,520
- -------------------------------------------------------------------------------
    Total Current Assets                                 1,583,472    1,339,678
- -------------------------------------------------------------------------------

Property and Equipment:
  Land held for sale                                            --      700,000
  Feedlot facilities under capital lease
    - related party                                      1,497,840    1,497,840
  Equipment                                                 77,453       81,007
  Equipment under capital leases - related party           149,453      149,453
  Leasehold improvements                                    84,793       72,173
                                                         ---------    ---------
                                                         1,809,539    2,500,473
  Less: Accumulated depreciation and amortization          586,350      506,964
- -------------------------------------------------------------------------------
    Total Property and Equipment                         1,223,189    1,993,509
- -------------------------------------------------------------------------------

Other Assets:
  Note receivable - related party                          550,000      250,000
  Water shares held for sale                                    --      120,000
  Deferred income taxes                                    362,018      124,018
  Deposits and other                                        31,500        1,500
- -------------------------------------------------------------------------------
    Total Other Assets                                     943,518      495,518
- -------------------------------------------------------------------------------

TOTAL ASSETS                                           $ 3,750,179  $ 3,828,705
- -------------------------------------------------------------------------------

Continued on next page.

                                      -2-

<PAGE>


 MILLER DIVERSIFIED CORPORATION AND SUBSIDIARY

 CONSOLIDATED BALANCE SHEETS - Continued
 ------------------------------------------------------------------------------
                                                          May 31,    August 31,
                                                           1997         1996
 ------------------------------------------------------------------------------

 LIABILITIES
 -----------

 Current Liabilities:
  Bank overdraft                                        $    35,845  $   16,710
  Notes payable                                                  --     160,000
  Trade accounts payable                                    485,970     534,839
  Accrued expenses                                            5,788      21,989
  Accrued income taxes payable                                   --      86,579
  Customer advance feed contracts                           172,011      14,907
  Customer advance feed contracts - related parties              --     175,263
  Current portion of capital lease
    obligations-related party                                28,660      47,880
- -------------------------------------------------------------------------------
    Total Current Liabilities                               728,274   1,058,167
- -------------------------------------------------------------------------------

Capital Lease Obligations - related party                 1,025,405   1,044,551
- -------------------------------------------------------------------------------
Total Liabilities                                         1,753,679   2,102,718
- -------------------------------------------------------------------------------


Commitments
- --------------------------------------------------------------------------------


STOCKHOLDERS' EQUITY
- --------------------

Preferred Stock                                                  --           --
Common  Stock, par  value $.0001 per share; 25,000,000
 shares  authorized;  6,364,640  issued and outstanding         636          636
Additional Paid-In Capital                                1,351,693    1,351,693
Retained Earnings                                           644,171      373,658
- -------------------------------------------------------------------------------
Total Stockholders' Equity                                1,996,500    1,725,987

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $  3,750,179 $  3,828,705
================================================================================


See Accompanying Note to Unaudited Consolidated Financial Statements.

                                      -3-

<PAGE>



MILLER DIVERSIFIED CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF EARNINGS
- -------------------------------------------------------------------------------
Nine Months Ended May 31,                                   1997        1996
- -------------------------------------------------------------------------------

Revenues:
  Feed and other sales                                 $  7,119,214 $ 7,487,836
  Feedlot services                                        1,730,534   1,174,498
  Other                                                      61,510     412,029
  Interest                                                   18,361      24,478
  Interest on note receivable related party                  11,250      11,250
- -------------------------------------------------------------------------------
Total Revenues                                            8,940,869   9,110,091
- -------------------------------------------------------------------------------


Costs and Expenses
  Cost of feed and other sales                            6,582,429   6,839,499
  Cost of feedlot services                                1,575,622     933,679
  Selling, general and administrative                       560,979     925,153
  Interest                                                   10,485      28,404
  Interest on capital leases - related party                 88,313      94,553
  Loss on sale of assets                                    178,452          --
- -------------------------------------------------------------------------------
Total Costs and Expenses                                  8,996,280   8,821,288
- -------------------------------------------------------------------------------

Earnings (Loss) before Income Taxes                         (55,411)    288,803

Income Tax Expense (Benefits)                              (325,924)     39,733
- -------------------------------------------------------------------------------

NET EARNINGS                                           $    270,513 $   249,070
- -------------------------------------------------------------------------------


EARNINGS PER COMMON SHARE AND
  COMMON EQUILAVENT SHARE                              $        .04 $       .04
- -------------------------------------------------------------------------------

Weighted Average Number of Common and
  Common Equilavent Shares Outstanding                    6,364,640   5,764,640
- -------------------------------------------------------------------------------


See Accompanying Note to Unaudited Consolidated Financial Statements.

                                      -4-

<PAGE>



MILLER DIVERSIFIED CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF EARNINGS
- -------------------------------------------------------------------------------
Three Months Ended May 31,                                  1997        1996
- -------------------------------------------------------------------------------

Revenues:
  Feed and other sales                                 $  2,414,806 $ 2,958,424
  Feedlot services                                          613,178     401,348
  Other                                                      15,192     215,182
  Interest                                                    4,480       2,905
  Interest on note receivable related party                   3,750       3,750
- -------------------------------------------------------------------------------
Total Revenues                                            3,051,406   3,581,609
- -------------------------------------------------------------------------------


Costs and Expenses
  Cost of feed and other sales                            2,205,699   2,744,558
  Cost of feedlot services                                  547,756     301,586
  Selling, general and administrative                       165,544     302,151
  Interest                                                     (512)      1,459
  Interest on capital leases - related party                 29,138      30,895
  Loss on sale of assets                                    178,452          --
- -------------------------------------------------------------------------------
Total Costs and Expenses                                  3,126,077   3,380,649
- -------------------------------------------------------------------------------

Profit (Loss) Before Income Taxes                           (74,671)    200,960

Income Tax Expense (Benefits)                              (329,631)     12,810
- -------------------------------------------------------------------------------
NET EARNINGS                                           $    254,960 $   188,150
- -------------------------------------------------------------------------------


EARNINGS PER COMMON SHARE AND
  COMMON EQUILAVENT SHARE                              $        .04 $       .03
- -------------------------------------------------------------------------------

Weighted Average Number of Common and
  Common Equilavent Shares Outstanding                    6,364,640   5,764,640
- -------------------------------------------------------------------------------


See Accompanying Note to Unaudited Consolidated Financial Statements.

                                      -5-

<PAGE>



MILLER DIVERSIFIED CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
- -------------------------------------------------------------------------------
Nine Months Ended May 31,                                   1997        1996
- -------------------------------------------------------------------------------

 Cash Flows from Operating Activities:
   Cash received from customers                        $  9,085,358 $ 9,423,136
   Cash paid to suppliers and employees                  (8,808,882) (8,674,373)
   Interest received                                         29,611      35,727
   Interest paid                                           (100,432)   (127,851)
   Taxes paid                                               (93,000)    (22,406)
- -------------------------------------------------------------------------------
     Net Cash Provided by Operating Activities              112,655     634,233
- -------------------------------------------------------------------------------

 Cash Flows From Investing Activities:
   Acquisition of property and equipment                    (13,864)    (15,497)
   Proceeds from sale of investments - subsidiaries              --      44,929
   Proceeds from sale of property and equipment             645,893          --
   Loans to related party                                  (300,000)         --
   Collections on loan to related party                          --     112,781
- -------------------------------------------------------------------------------
     Net Cash Provided by Investing Activities              332,029     142,213
- -------------------------------------------------------------------------------

 Cash Flows From Financing Activities:
   Proceeds from notes payable                            1,213,000   1,420,000
   Principal payments on:
     Short-term notes payable                            (1,373,000) (2,096,000)
     Capital lease obligations - related party              (38,365)    (79,271)
   Net increase (decrease) in short-term cattle financing  (275,637)     97,683
   Increase in cash overdraft                                19,135          --
- -------------------------------------------------------------------------------
     Net Cash Used by Financing Activities                 (454,867)   (657,588)
- -------------------------------------------------------------------------------

Net Increase (Decrease) in Cash                             (10,183)    118,858

Cash, Beginning of Period                                    86,551      72,272
- -------------------------------------------------------------------------------
Cash, End of Period                                    $     76,368 $   191,130
- -------------------------------------------------------------------------------

Continued on next page.

                                      -6-

<PAGE>


MILLER DIVERSIFIED CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
- --------------------------------------------------------------------------------
Nine Months Ended May 31,                                   1997        1996
- --------------------------------------------------------------------------------
RECONCILIATION OF NET EARNINGS TO NET
 CASH PROVIDED BY OPERATING ACTIVITIES:

 Net earnings                                          $    270,513 $   249,070
 Adjustments to reconcile net earnings to net
   cash provided by operating activities:
     Gain on sale of investments - subsidiaries                  --     (20,000)
     Loss on sale of property and equipment                 178,452          --
     Depreciation and amortization expense                   79,838     123,386
     Recognition of deferred gain                                --     (13,963)
     Decrease in deferred income taxes                     (238,000)         --
     Changes in assets and liabilities net
      of short-term cattle financing:
         (Increase) decrease in:
           Trade accounts receivable                         16,996     254,374
           Trade accounts receivable - related party         79,536      23,441
           Accounts receivable - related party               35,914      61,080
           Income taxes receivable                          (94,345)     11,082
           Inventories                                      (33,091)    (68,410)
           Prepaid expense                                      151     (14,063)
           Deposits and other                               (30,000)       (100)
         Increase (decrease) in:
           Trade accounts payable and accrued expenses      (48,571)     62,171
           Income taxes payable                             (86,579)      6,245
           Customer advance feed contracts                  157,104     172,748
           Customer advance feed contracts-related parties (175,263)     27,461
           Obligation payable                                    --    (240,289)
- -------------------------------------------------------------------------------
 Net Cash Provided by Operating Activities             $    112,655 $   634,233
- -------------------------------------------------------------------------------


 See Accompanying Note to Unaudited Consolidated Financial Statements.

                                      -7-

<PAGE>


MILLER DIVERSIFIED CORPORATION AND SUBSIDIARY

NOTE TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
- ---------------------------------------------------

The  consolidated  balance  sheets as of May 31, 1997 and August 31,  1996,  the
consolidated  statements  of earnings for the three months and nine months ended
May 31,  1997 and 1996 and  consolidated  statements  of cash flows for the nine
months ended May 31, 1997 and 1996 have been  prepared by 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  as  allowed  by  the  rules  and
regulations of the Securities and Exchange Commission.

In preparation of the above-described financial statements, all adjustments of a
normal and  recurring  nature  have been made in  addition  to the  transactions
described  in  the  preceding   paragraphs.   The  Company   believes  that  the
accompanying unaudited financial statements contain all adjustments necessary to
present  fairly  the  results  of  operations  and cash  flows  for the  periods
presented.  Further,  management  believes that the  disclosures are adequate to
make the  information  presented  not  misleading.  It is  suggested  that these
financial statements be read in conjunction with the annual financial statements
and the notes  thereto.  The  operations  for the nine  months and three  months
periods ended May 31, 1997 are not  necessarily  indicative of the results to be
expected for the year.

                                      -8-


<PAGE>


Item 2 - Management's Discussion and Analysis of Financial Condition
         and Results of Operations
         -------------------------

Results of Operations

     A summary of the net  earnings  (loss) by quarter for the first nine months
of the fiscal year ended May 31,  1997,  compared  to the same  periods the year
before is as follows:

        ----------------------------------------------------------------
        Nine Months Ended                                      Increase
          May 31               1997            1996           (Decrease)
        ----------------------------------------------------------------
        First Quarter        $ 31,524        $ 63,986          $(32,462)
        Second Quarter        (15,972)         (3,066)          (12,906)
        Third Quarter         254,960         188,150            66,810
        ----------------------------------------------------------------
        Nine Months Combined $270,513        $249,070          $ 21,443

     The most significant  factor that affects  operating results is the average
head numbers of cattle per day ("average  head days") in the  Company's  feedlot
because feed is sold and feedlot  services  are  rendered to the cattle  owners.
Sales of feed and  feedlot  services  account  for 95% or more of the  Company's
revenues. The average head days for the periods being compared were as follows:

        ----------------------------------------------------------------
        Nine Months Ended                                      Increase
          May 31               1997            1996           (Decrease)
        ----------------------------------------------------------------
        First Quarter         16,377          15,782              595
        Second Quarter        15,616          15,038              578
        Third Quarter         16,656          16,093              563
        Nine months combined  16,038          15,466              572

     The 572, or 3.6%,  increase in average head days, impacts several areas, as
described below.

     Another  factor that  affected  earnings  for the nine months ended May 31,
1997 and 1996,  and that did or will impact  average  head  numbers and earnings
later in the fiscal year, is the Company's "fall calf program".  As a service to
customers,  the Company  purchases for them calves weaned in the fall and places
them  with  local  farmer-feeders  who feed and care for the  calves  until  the
following  February  through  April  when  the  cattle  are  transferred  to the
Company's  feedlot.  These fall calf programs are  undertaken  on  essentially a
breakeven basis; that is, the amounts paid to the  farmer-feeders  are about the
same as the amounts charged to the customers. The Company offers this service to
improve  placements in February through April when cattle placements are usually
low. The revenues are recorded as sales of feedlot services and the costs as the
cost of feedlot services.  Therefore, a high volume in the fall calf program can
reduce the gross  profit  percentage  on sales of feedlot  services.  During the
quarter ended May 31, 1997,  the Company had 4,146 head in its fall calf program
as compared to 1,310 head the previous year. This resulted in an increase in the
sales and costs of the fall calf  program for the nine months ended May 31, 1997
over the same  period the  previous  year of about  $513,000  and caused a small
decrease in the gross profit  percentage from sales of feedlot services as noted
below.

                                      -9-

<PAGE>


     Other key factors that affect earnings are the gross profit  percentages on
feed and other sales, and on feedlot services.  The following is a brief summary
of gross profit and gross profit percentages on feed and other sales:

        ----------------------------------------------------------------------
        Nine Months Ended                                            Increase
          May 31                      1997            1996          (Decrease)
        ----------------------------------------------------------------------
        Feed and other sales       $7,119,214      $7,487,836       $ (368,622)
        Cost of feed and
         other sales                6,582,429       6,839,499         (257,070)
        ----------------------------------------------------------------------
              Gross profit         $  536,785      $  648,337       $ (111,552)

              Gross profit percentage    7.5%            8.7%            (1.2%)


     A variety of feed ingredients are combined in varying  percentages and sold
as various rations. The ingredients are separately marked up so the gross profit
percentage on feed sales is affected by three variables:

     (1)  the type and quantity of individual rations sold
     (2)  management's discretionary pricing decisions
     (3)  feed  ingredients sold under customer advance feed contracts which are
          not subject to management's discretionary pricing decisions

     The  $111,552  decrease  in gross  profit from feed and other sales for the
period ended May 31, 1997 from the same period the previous  year is a result of
changes in two  variables  described  above.  For the period ended May 31, 1997,
more rations were sold which contained more  ingredients  that do not contribute
as many  dollars to the gross  profit due to their lower cost and markup.  Also,
the price of corn, the main  ingredient in the majority of the rations sold, had
reached  near record highs  during the fourth  quarter of the previous  year and
first quarter of the current  year. In an effort to maintain a competitive  edge
in the industry by keeping feeding costs down, as well as building goodwill with
its customers,  management  lowered the markup on corn for a portion of the nine
months ended May 31,1997 from the same period the previous  year.  Management is
not  anticipating  the continuation of this lower markup policy into the balance
of the fiscal year.  Management  has  implemented  procedures  by which  certain
feedlot services are expected to generate additional revenues.

     The  following  is a brief  summary of the gross  profit  and gross  profit
percentages on sales of feedlot services:

        ----------------------------------------------------------------------
        Nine Months Ended                                            Increase
          May 31                      1997            1996          (Decrease)
        ----------------------------------------------------------------------
        Sales of feedlot services  $1,730,534      $1,174,498       $  556,036
        Cost of feedlot services    1,575,622         933,679          641,943

        Gross profit               $  154,912      $  240,819       $  (85,907)

        Gross profit percentage          9.0%           20.5%           (11.5%)

                                      -10-

<PAGE>

     Sales of feedlot services  consist  primarily of yardage (pen rent) charged
to the  owners  of the  cattle  on feed and  grain  processing  charged  for the
processing  of certain  feed  ingredients  before they can be fed to the cattle.
Yardage  charges for the quarter ended May 31, 1997 increased  $74,051 or 16.87%
from the same  period  the prior  year due to the  increased  head  numbers  and
procedural changes as described previously.  Grain processing charges,  however,
decreased $30,756 or 8.0% for the period ended May 31, 1997 due to a decrease in
the  quantity of feed  ingredients  that require  processing  used in the mix of
ingredients as described above.

     As previously  noted, the sales and cost of sales for the fall calf program
are also  included  in the sales and cost of sales of feedlot  services.  If the
fall calf program sales and costs are excluded,  the gross profit percentage for
the period ended May 31, 1997 is 18.0% compared to 29.2% for the same period the
previous year.

     The cost of  feedlot  services  consists  primarily  of  feedlot  operating
expenses.  The total cost of feedlot services  increased $641,943 for the period
ended May 31, 1997  compared to the same period the prior year. If the fall calf
program  costs are  excluded,  the  increase  for the period  ended May 31, 1997
compared  to the same  period  the prior  year is  $128,160.  As a result of the
increase in average head days and a change in the types of  ingredients  used in
the rations,  labor costs  increased about $72,800 and equipment fuel and repair
costs increased  approximately $27,500. To increase the capacity and accommodate
the need for less than optimum occupancy per pen, the Company rented, on a month
to month basis, several pens from third party  farmer/feeders  during the period
ended May 31,  1997,  but not during the same  period the  previous  year.  This
proceedure  resulted in additional  costs of about $21,000 which are included in
the cost of feedlot services.  The balance of the change is due to increases and
decreases in various  expenses.  Management  does not  anticipate any additional
increases in labor,  although  labor costs are expected to remain at or slightly
below current levels.

     Other revenues decreased $255,230. This decrease is primarily the result of
the  sale of two of the  Company's  commodity  brokerage  subsidiaries,  LaSalle
Commodities and Cattle Services Co. and Miller Trading Co., in May 1996. For the
period  ended  May  31,  1996,  these  discontinued   operations  had  generated
approximately  $220,000  in  revenues.   Due  to  corresponding   reductions  in
management,  sales and adminstrative costs, as described below,  management does
not  expect  the loss of  revenue  from the  discontinued  operations  to have a
negative  effect on the Company's  earnings.  The balance of the increase is the
result of increases and decreases in various accounts.

     Interest income decreased $6,116 or 25.0% for the period ended May 31, 1997
over the same period the prior year. Interest income received from the Company's
"carrying" or financing  customer  feeding  charges  decreased about $15,000 but
interest  received from  investments  increased about $8,800.  This reduction in
revenues is accompanied by a reduction in interest expense,  as discussed below,
and therefore does not have a negative effect on the Company's earnings.

     Selling,  general,  and administrative  expenses decreased $364,174 for the
period ended May 31, 1997 over the same period the prior year. Payroll expenses,
related  to the  decrease  in  the  revenues  from  discontinued  operations  as
described above,  decreased $121,700,  while telephone and advertising expenses,

                                      -11-

<PAGE>


the two most  significant  expenses of the  discontinued  operations,  decreased
$56,900.  For the quarter ended May 31, 1997,  the Company  incurred  $10,400 in
customer  death loss  adjustments,  compared  to $35,500 for the same period the
previous year, a decrease of $25,100. These adjustments,  although not required,
are  made  to  customers  for the  purpose  of  creating  goodwill  and/or  when
management  feels that death losses incurred by a customer are  extraordinary in
nature. Legal and accounting fees decreased $47,700 for the period ended May 31,
1997 over the same period the prior year.  During the period  ended May 31, 1996
the  Company was  involved  in  litigation  with the past  president  of Genetic
Engineering,  Inc. which had merged with the Company, concerning debts allegedly
owed him. A settlement was reached in April 1996. The balance of the increase in
selling,   general,  and  administrative  expenses  are  various  increases  and
decreases in several accounts.

     Interest expense  decreased  $24,159 for the period ended May 31, 1997 over
the same period the prior year.  This is the result of reduced  borrowings.  The
need to borrow funds was reduced by a decrease in the amount of customer's  feed
charges that the Company financed, as described previously,  and the increase in
funds received from customer advance feed contracts, as described below.

     In May 1997,  the Company  sold the land held for sale and water  rights in
Thornton,  Colorado to an unrelated  third party.  This sale  resulted in a book
loss of  approximately  $176,700.  Due to zoning changes and requirements by the
City of Thornton,  the value of the property had continually  declined in recent
years.  The Company reduced its book value during the year ended August 31, 1994
by $380,913 after an appraisal was made for a prospective  buyer. This declining
value,  coupled with continued  operating losses for the operation and maintance
of the property prompted the Company to limit its losses and accept the contract
for the sale at a loss. The sale did generate  considerable income tax benefits,
as described  below,  which  exceed the current  book loss.  This benefit is the
result of the  non-deductability,  for income tax purposes, of the write down of
the land's value by the Company and a write down of the value before the Company
acquired the land through its merger with Genetic Engineering, Inc. in 1992.

     Although  income  taxes are usually  directly  related to the net  earnings
before income taxes and certain  assumptions  that are made with the estimations
other events can have a major impact.  For the period ended May 31, 1997, income
taxes decreased $365,657 from the same period the prior year while pretax income
decreased  $344,214.  As a  result  of the sale of the land  held for  sale,  as
described  above,  the  Company  recorded  an income  tax refund  receivable  of
approximately  $88,000 for taxes paid in previous  years and recorded a deferred
income tax benefit of $238,000.


Liquidity and Capital Resources
- -------------------------------

     For the nine months ended May 31, 1997, the internally-generated funds from
operating  activities were $112,655 compared to $634,233 for the same period the
previous  year, a decrease of $521,578.  Cash  received  from  customers for the
period  decreased  $337,778 and cash paid to suppliers and  employees  increased
$134,509,  for a total cash  decrease of  $472,287.  Interest  received  for the
period decreased $6,116, while interest paid decreased $27,419, for a total cash
increase of $21,303.  For the period ended May 31, 1997, net income tax payments
totalled  $93,000  compared to $22,406 for the same period the previous  year, a
net cash decrease of $70,594.

                                      -12-


<PAGE>


     For the nine months  ended May 31,  1997 the net cash that was  provided by
investing  operations of $332,029 compared to the net cash provided by investing
operations  the same period the previous year of $142,213,  resulting a net cash
increase of $189,816. For the period ended May 31, 1997, acquisition of property
and equipment  decreased $1,633. For the period ended May 31, 1997 proceeds from
the sale of assets (property and equipment)  generated $645, 893 compared to the
proceeds from the sale of assets (investments in subsidiaries) the prior year of
$44,929,  a cash  increase of $600,964.  For the period ended May 31, 1997,  the
Company made loans to a related  party for the purpose of feeding  cattle in the
total amount of $300,000  compared to collections  that were made on a loan to a
related party the previous year of $112,781, a cash decrease of $412,781.

     The net cash used by financing  activities was $454,867 for the nine months
ended May 31,  1997,  a decrease of $202,721  from the usage of $657,588 for the
same period the prior year.  The change in net  borrowings  over  repayments  of
notes and other  obligations  resulted in a $556,906  decrease in funds used for
the nine  months  ended May 31, 1997  compared  to the same period the  previous
year.  Net  short-term  cattle  financing for the nine months ended May 31, 1997
used $275,637  compared to the provision of funds the same period the prior year
of $97,683,  a decrease in funds provided of $373,320.  The increase in the cash
overdraft,  provided an  additional  $19,135  for the nine months  ended May 31,
1997.

     The Company's  working capital  (current assets minus current  liabilities)
increased by $573,687 during the nine months ended May 31, 1997 from $281,511 at
August 31, 1996 to $855,198 at May 31, 1997. The most significant changes are as
follows:

        ----------------------------------------------------------------------
                                     May 31,       August 31,        Increase
                                      1997            1996          (Decrease)
        ----------------------------------------------------------------------
        CURRENT ASSETS
        Trade accounts receivable  $1,073,848      $  735,809       $  338,039
        Trade accounts receivable
          Related parties              37,155         116,692          (79,537)
        Tax refunds receivable         94,345              --           94,345
        Inventories                   234,994         283,279          (48,285)

        CURRENT LIABILITIES
        Notes payable                      --         160,000          (160,000)
        Trade accounts payable        485,970         534,839           (48,869)
        Customer feed contracts       172,011          14,907           157,104
        Customer feed contracts -
          Related parties                  --         175,263          (175,263)


     Trade accounts  receivable  increased by $338,039 for the nine months ended
May 31, 1997. Feed accounts  receivable  decreased $48,663 due to the collection
of financed amounts from customers;  feeder cattle accounts receivable increased
$355,034  due to sales that were made on May 29,  1997.  The  reduction in trade
accounts  receivable  from  related  parties is due to the  decrease in sales to
related parties.

                                      -13-


<PAGE>


     Inventories  decreased  $48,285  due to a  decrease  in the  level  of feed
ingredient  inventories  on hand. The amount of feed  ingredient  inventories on
hand at any given time will fluctuate depending on such variables as anticipated
weather conditions,  consumption levels,  delivery schedules,  and the number of
various  ingredients  being  fed.  These  fluctuations  are the result of normal
operations.

     Deposits on feeder cattle decreased $14,520 due to the fact that the cattle
for which the deposits had been made have been delivered to the feedlot, and the
deposits made for them has been applied against the purchase price.

     For the  nine  months  ended  May 31,  1997 the  bank  overdraft  increased
$19,135.

     Notes  payable  were  reduced by  $160,000  for the nine  months  ended May
31,1997  mainly  because of the increase in customer  advance feed  contracts of
$157,104.  Customers  make advance  purchases of feed  ingredients  primarily in
December  both for tax purposes  and to stabilize  their  feeding  costs.  These
advance  payments  provide  additional cash which lessens the amount of borrowed
funds required.

     The decrease in trade accounts payable of $48,869 is due to normal business
transactions.

     The  decrease  in  accrued  income  taxes  payable of $86,579 is due to the
increase in income tax refunds receivable as described above.

     The Company has a  revolving  line of credit of $200,000  from a local bank
that matures  December  31, 1997 and bears  interest at 1.5% over the prime rate
(actual rate of 10.0% at May 31, 1997). There was no outstanding  balance at May
31, 1997 which meant that the Company could generate an additional $200,000 cash
if needed  under  this line of  credit.  The note is  secured  by feed  accounts
receivable,  feed inventories,  and equipment.  Miller Feeders, Inc. (MFI) has a
$300,000  revolving line of credit at the same local bank for the procurement of
feeder  cattle for resale to customers.  The line of credit  matures on December
31, 1997 and bears interest at 1.5% over the prime rate (actual rate of 10.0% at
May 31, 1997). There was no outstanding balance at May 31, 1997 which meant that
MFI could  borrow  up to  $300,000  to  purchase  feeder  cattle  for  resale to
customers.  The line is secured by feeder cattle  inventories  and feeder cattle
accounts receivable.

     The Company had no material commitments for capital expenditures at May 31,
1997.

     Management   believes  it  has  adequate  financial  resources  to  conduct
operations at present and reasonably anticipated levels.

                                      -14-

<PAGE>


PART II   OTHER INFORMATION

Items 1 through 6 None.
- -----------------




                                      -15-

<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.


                                              MILLER DIVERSIFIED CORPORATION
                                              ------------------------------
                                                       (Registrant)



        Date:  July 17, 1997                  /s/JAMES E MILLER
                                              ------------------------------
                                                 James E. Miller
                                                 President,
                                                 Chief Executive Officer,
                                                 Chief Financial Officer



        Date:  July 17, 1997                  /s/STEPHEN R. STORY
                                              ------------------------------
                                                 Stephen R. Story
                                                 Secretary-Treasurer





                                      -16-




<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND> This schedule contains summary financial information
from Form 10-QSB for the nine months ended May 31, 1997 and is
qualified in its entirety by reference to such financial
statements.
</LEGEND>
       
<S>                                           <C>
<PERIOD-TYPE>                                9-MOS
<FISCAL-YEAR-END>                          AUG-31-1997
<PERIOD-END>                               MAY-31-1997
<CASH>                                          76,368
<SECURITIES>                                         0
<RECEIVABLES>                                1,156,190
<ALLOWANCES>                                         0
<INVENTORY>                                    234,994
<CURRENT-ASSETS>                             1,583,471
<PP&E>                                       1,809,539
<DEPRECIATION>                                 586,350
<TOTAL-ASSETS>                               3,750,179
<CURRENT-LIABILITIES>                          728,273
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           636
<OTHER-SE>                                   1,995,864
<TOTAL-LIABILITY-AND-EQUITY>                 3,750,179
<SALES>                                      7,119,214
<TOTAL-REVENUES>                             8,940,870
<CGS>                                        6,582,429
<TOTAL-COSTS>                                1,575,622
<OTHER-EXPENSES>                               739,431
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              98,798
<INCOME-PRETAX>                               (55,411)
<INCOME-TAX>                                 (325,924)
<INCOME-CONTINUING>                            270,513
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   270,513
<EPS-PRIMARY>                                     .043
<EPS-DILUTED>                                     .043
        









</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission