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☑
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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|
|
For the Quarterly Period Ended
|
June 30, 2019
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|
or
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|
☐
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
||
|
|
For the transition period
|
||
|
|
from____________________
|
to_________________________
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|
ALICO INC
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(Exact name of registrant as specified in its charter)
|
Florida
|
|
59-0906081
|
||
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
||
10070 Daniels Interstate Court
|
|
|
||
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|
|||
Suite 100
|
Fort Myers
|
FL
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|
33913
|
(Address of principal executive offices)
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(Zip Code)
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(239)
|
226-2000
|
(Registrant’s telephone number, including area code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock
|
ALCO
|
NASDAQ Global Select Market
|
Large Accelerated Filer
|
☐
|
Accelerated Filer
|
☑
|
Non-accelerated filer
|
☐
|
Smaller Reporting Company
|
☐
|
Emerging Growth Company
|
☐
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Page
|
ALICO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts) |
||||||||
|
June 30,
|
|
September 30,
|
|||||
|
2019
|
|
2018
|
|||||
|
(Unaudited)
|
|
|
|||||
ASSETS
|
|
|
|
|||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,519
|
|
|
$
|
25,260
|
|
|
Accounts receivable, net
|
6,285
|
|
|
2,544
|
|
|||
Inventories
|
30,706
|
|
|
41,033
|
|
|||
Assets held for sale
|
2,086
|
|
|
1,391
|
|
|||
Prepaid expenses and other current assets
|
1,521
|
|
|
833
|
|
|||
Total current assets
|
44,117
|
|
|
71,061
|
|
|||
|
|
|
|
|||||
Restricted cash
|
7,006
|
|
|
7,000
|
|
|||
Property and equipment, net
|
343,604
|
|
|
340,403
|
|
|||
Goodwill
|
2,246
|
|
|
2,246
|
|
|||
Deferred financing costs, net of accumulated amortization
|
21
|
|
|
136
|
|
|||
Other non-current assets
|
2,525
|
|
|
2,576
|
|
|||
Total assets
|
$
|
399,519
|
|
|
$
|
423,422
|
|
|
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
$
|
4,318
|
|
|
$
|
3,764
|
|
|
Accrued liabilities
|
6,097
|
|
|
9,226
|
|
|||
Long-term debt, current portion
|
5,325
|
|
|
5,275
|
|
|||
Income taxes payable
|
6,570
|
|
|
2,320
|
|
|||
Other current liabilities
|
1,043
|
|
|
913
|
|
|||
Total current liabilities
|
23,353
|
|
|
21,498
|
|
|||
|
|
|
|
|||||
Long-term debt:
|
|
|
|
|||||
Principal amount, net of current portion
|
160,855
|
|
|
169,074
|
|
|||
Less: deferred financing costs, net
|
(1,416
|
)
|
|
(1,563
|
)
|
|||
Long-term debt less current portion and deferred financing costs, net
|
159,439
|
|
|
167,511
|
|
|||
Lines of credit
|
—
|
|
|
2,685
|
|
|||
Deferred income tax liabilities
|
29,311
|
|
|
25,153
|
|
|||
Deferred gain on sale
|
—
|
|
|
24,928
|
|
|||
Deferred retirement obligations
|
3,887
|
|
|
4,052
|
|
|||
Other liabilities
|
246
|
|
|
—
|
|
|||
Total liabilities
|
216,236
|
|
|
245,827
|
|
|||
Commitments and Contingencies (Note 12)
|
|
|
|
|
|
|||
Stockholders' equity:
|
|
|
|
|
||||
Preferred stock, no par value, 1,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
|||
Common stock, $1.00 par value, 15,000,000 shares authorized; 8,416,145 and 8,416,145 shares issued and 7,470,031 and 8,199,957 shares outstanding at June 30, 2019 and September 30, 2018, respectively
|
8,416
|
|
|
8,416
|
|
|||
Additional paid in capital
|
19,756
|
|
|
20,126
|
|
|||
Treasury stock, at cost, 946,114 and 216,188 shares held at June 30, 2019 and September 30, 2018, respectively
|
(32,205
|
)
|
|
(7,536
|
)
|
|||
Retained earnings
|
181,989
|
|
|
151,111
|
|
|||
Total Alico stockholders' equity
|
177,956
|
|
|
172,117
|
|
|||
Noncontrolling interest
|
5,327
|
|
|
5,478
|
|
|||
Total stockholders' equity
|
183,283
|
|
|
177,595
|
|
|||
Total liabilities and stockholders' equity
|
$
|
399,519
|
|
|
$
|
423,422
|
|
ALICO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands, except per share amounts) |
|||||||||||||||
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|
|
|
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|
||||||||
|
Three Months Ended June 30,
|
|
Nine Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Operating revenues:
|
|
|
|
|
|
|
|
||||||||
Alico Citrus
|
$
|
56,819
|
|
|
$
|
25,711
|
|
|
$
|
118,539
|
|
|
$
|
77,499
|
|
Water Resources and Other Operations
|
746
|
|
|
806
|
|
|
2,326
|
|
|
2,151
|
|
||||
Total operating revenues
|
57,565
|
|
|
26,517
|
|
|
120,865
|
|
|
79,650
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||
Alico Citrus
|
31,141
|
|
|
13,697
|
|
|
73,597
|
|
|
56,102
|
|
||||
Water Resources and Other Operations
|
420
|
|
|
906
|
|
|
1,768
|
|
|
3,219
|
|
||||
Total operating expenses
|
31,561
|
|
|
14,603
|
|
|
75,365
|
|
|
59,321
|
|
||||
Gross profit:
|
26,004
|
|
|
11,914
|
|
|
45,500
|
|
|
20,329
|
|
||||
General and administrative expenses
|
2,682
|
|
|
2,955
|
|
|
10,786
|
|
|
9,914
|
|
||||
Income from operations
|
23,322
|
|
|
8,959
|
|
|
34,714
|
|
|
10,415
|
|
||||
Other (expense) income:
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense
|
(1,745
|
)
|
|
(2,188
|
)
|
|
(5,625
|
)
|
|
(6,682
|
)
|
||||
Gain on sale of real estate, property and equipment and assets held for sale
|
114
|
|
|
7,248
|
|
|
137
|
|
|
9,083
|
|
||||
Change in fair value of derivatives
|
—
|
|
|
—
|
|
|
(989
|
)
|
|
—
|
|
||||
Other income, net
|
8
|
|
|
14
|
|
|
18
|
|
|
158
|
|
||||
Total other (expense), income
|
(1,623
|
)
|
|
5,074
|
|
|
(6,459
|
)
|
|
2,559
|
|
||||
Income before income taxes
|
21,699
|
|
|
14,033
|
|
|
28,255
|
|
|
12,974
|
|
||||
Income tax provision
|
5,483
|
|
|
4,941
|
|
|
7,082
|
|
|
674
|
|
||||
Net income
|
16,216
|
|
|
9,092
|
|
|
21,173
|
|
|
12,300
|
|
||||
Net loss attributable to noncontrolling interests
|
28
|
|
|
8
|
|
|
151
|
|
|
32
|
|
||||
Net income attributable to Alico, Inc. common stockholders
|
$
|
16,244
|
|
|
$
|
9,100
|
|
|
$
|
21,324
|
|
|
$
|
12,332
|
|
Per share information attributable to Alico, Inc. common stockholders:
|
|
|
|
|
|
|
|
||||||||
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
2.17
|
|
|
$
|
1.11
|
|
|
$
|
2.85
|
|
|
$
|
1.50
|
|
Diluted
|
$
|
2.17
|
|
|
$
|
1.09
|
|
|
$
|
2.85
|
|
|
$
|
1.48
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
7,470
|
|
|
8,228
|
|
|
7,470
|
|
|
8,243
|
|
||||
Diluted
|
7,471
|
|
|
8,324
|
|
|
7,494
|
|
|
8,314
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cash dividends declared per common share
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.18
|
|
|
$
|
0.18
|
|
ALICO, INC.
|
||||||||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
||||||||||||||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
For the Three Months Ended June 30, 2019
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|||||||||||||||
|
Common stock
|
|
Paid In
|
|
Treasury
|
|
Retained
|
|
|
Total Alico,
|
|
controlling
|
|
Total
|
||||||||||||||||
|
Shares
|
Amount
|
|
Capital
|
|
Stock
|
|
Earnings
|
|
|
Inc. Equity
|
|
Interest
|
|
Equity
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at March 31, 2019
|
8,416
|
|
$
|
8,416
|
|
|
$
|
19,733
|
|
|
$
|
(32,496
|
)
|
|
$
|
166,193
|
|
|
|
$
|
161,846
|
|
|
$
|
5,355
|
|
|
$
|
167,201
|
|
Net income (loss)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,244
|
|
|
|
16,244
|
|
|
(28
|
)
|
|
16,216
|
|
|||||||
Dividends ($0.06/share)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(448
|
)
|
|
|
(448
|
)
|
|
—
|
|
|
(448
|
)
|
|||||||
Treasury stock purchases
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock-based compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Directors
|
—
|
|
—
|
|
|
(91
|
)
|
|
291
|
|
|
—
|
|
|
|
200
|
|
|
—
|
|
|
200
|
|
|||||||
Executives
|
—
|
|
—
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
|
114
|
|
|
—
|
|
|
114
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at June 30, 2019
|
8,416
|
|
$
|
8,416
|
|
|
$
|
19,756
|
|
|
$
|
(32,205
|
)
|
|
$
|
181,989
|
|
|
|
$
|
177,956
|
|
|
$
|
5,327
|
|
|
$
|
183,283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
For the Nine Months Ended June 30, 2019
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|||||||||||||||
|
Common stock
|
|
Paid In
|
|
Treasury
|
|
Retained
|
|
|
Total Alico,
|
|
controlling
|
|
Total
|
||||||||||||||||
|
Shares
|
Amount
|
|
Capital
|
|
Stock
|
|
Earnings
|
|
|
Inc. Equity
|
|
Interest
|
|
Equity
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at September 30, 2018
|
8,416
|
|
$
|
8,416
|
|
|
$
|
20,126
|
|
|
$
|
(7,536
|
)
|
|
$
|
151,111
|
|
|
|
$
|
172,117
|
|
|
$
|
5,478
|
|
|
$
|
177,595
|
|
Net income (loss)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,324
|
|
|
|
21,324
|
|
|
(151
|
)
|
|
21,173
|
|
|||||||
Dividends ($0.18/share)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,343
|
)
|
|
|
(1,343
|
)
|
|
—
|
|
|
(1,343
|
)
|
|||||||
Treasury stock purchases
|
—
|
|
—
|
|
|
—
|
|
|
(25,576
|
)
|
|
—
|
|
|
|
(25,576
|
)
|
|
—
|
|
|
(25,576
|
)
|
|||||||
ASC 610-20 adoption
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,897
|
|
|
|
10,897
|
|
|
—
|
|
|
10,897
|
|
|||||||
Stock-based compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Directors
|
—
|
|
—
|
|
|
(231
|
)
|
|
907
|
|
|
—
|
|
|
|
676
|
|
|
—
|
|
|
676
|
|
|||||||
Executives
|
—
|
|
—
|
|
|
684
|
|
|
—
|
|
|
—
|
|
|
|
684
|
|
|
—
|
|
|
684
|
|
|||||||
Executive forfeiture
|
—
|
|
—
|
|
|
(823
|
)
|
|
—
|
|
|
—
|
|
|
|
(823
|
)
|
|
—
|
|
|
(823
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at June 30, 2019
|
8,416
|
|
$
|
8,416
|
|
|
$
|
19,756
|
|
|
$
|
(32,205
|
)
|
|
$
|
181,989
|
|
|
|
$
|
177,956
|
|
|
$
|
5,327
|
|
|
$
|
183,283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended June 30, 2018
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|||||||||||||||
|
Common stock
|
|
Paid In
|
|
Treasury
|
|
Retained
|
|
|
Total Alico,
|
|
controlling
|
|
Total
|
||||||||||||||||
|
Shares
|
Amount
|
|
Capital
|
|
Stock
|
|
Earnings
|
|
|
Inc. Equity
|
|
Interest
|
|
Equity
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at March 31, 2018
|
8,416
|
|
$
|
8,416
|
|
|
$
|
19,050
|
|
|
$
|
(6,208
|
)
|
|
$
|
142,277
|
|
|
|
$
|
163,535
|
|
|
$
|
4,704
|
|
|
$
|
168,239
|
|
Net income (loss)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,100
|
|
|
|
9,100
|
|
|
(8
|
)
|
|
9,092
|
|
|||||||
Dividends ($0.06/share)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(492
|
)
|
|
|
(492
|
)
|
|
—
|
|
|
(492
|
)
|
|||||||
Treasury stock purchases
|
—
|
|
—
|
|
|
—
|
|
|
(2,009
|
)
|
|
—
|
|
|
|
(2,009
|
)
|
|
—
|
|
|
(2,009
|
)
|
|||||||
Capital contribution received from noncontrolling interest funding
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1,000
|
|
|
1,000
|
|
|||||||
Stock-based compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Directors
|
—
|
|
—
|
|
|
(124
|
)
|
|
363
|
|
|
—
|
|
|
|
239
|
|
|
—
|
|
|
239
|
|
|||||||
Executives
|
—
|
|
—
|
|
|
242
|
|
|
—
|
|
|
—
|
|
|
|
242
|
|
|
—
|
|
|
242
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at June 30, 2018
|
8,416
|
|
$
|
8,416
|
|
|
$
|
19,168
|
|
|
$
|
(7,854
|
)
|
|
$
|
150,885
|
|
|
|
$
|
170,615
|
|
|
$
|
5,696
|
|
|
$
|
176,311
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
For the Nine Months Ended June 30, 2018
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|||||||||||||||
|
Common stock
|
|
Paid In
|
|
Treasury
|
|
Retained
|
|
|
Total Alico,
|
|
controlling
|
|
Total
|
||||||||||||||||
|
Shares
|
Amount
|
|
Capital
|
|
Stock
|
|
Earnings
|
|
|
Inc. Equity
|
|
Interest
|
|
Equity
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at September 30, 2017
|
8,416
|
|
$
|
8,416
|
|
|
$
|
18,694
|
|
|
$
|
(6,502
|
)
|
|
$
|
140,033
|
|
|
|
$
|
160,641
|
|
|
$
|
4,728
|
|
|
$
|
165,369
|
|
Net income (loss)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,332
|
|
|
|
12,332
|
|
|
(32
|
)
|
|
12,300
|
|
|||||||
Dividends ($0.18/share)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,480
|
)
|
|
|
(1,480
|
)
|
|
—
|
|
|
(1,480
|
)
|
|||||||
Treasury stock purchases
|
—
|
|
—
|
|
|
—
|
|
|
(2,215
|
)
|
|
—
|
|
|
|
(2,215
|
)
|
|
—
|
|
|
(2,215
|
)
|
|||||||
Capital contribution received from noncontrolling interest funding
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1,000
|
|
|
1,000
|
|
|||||||
Stock-based compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Directors
|
—
|
|
—
|
|
|
(242
|
)
|
|
863
|
|
|
—
|
|
|
|
621
|
|
|
—
|
|
|
621
|
|
|||||||
Executives
|
—
|
|
—
|
|
|
716
|
|
|
—
|
|
|
—
|
|
|
|
716
|
|
|
—
|
|
|
716
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at June 30, 2018
|
8,416
|
|
$
|
8,416
|
|
|
$
|
19,168
|
|
|
$
|
(7,854
|
)
|
|
$
|
150,885
|
|
|
|
$
|
170,615
|
|
|
$
|
5,696
|
|
|
$
|
176,311
|
|
ALICO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands) |
||||||||
|
|
|
|
|||||
|
Nine Months Ended June 30,
|
|||||||
|
2019
|
|
2018
|
|||||
Net cash provided by operating activities:
|
|
|
|
|
|
|||
Net income
|
$
|
21,173
|
|
|
$
|
12,300
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|||
Deferred gain on sale of sugarcane land
|
—
|
|
|
(767
|
)
|
|||
Depreciation, depletion and amortization
|
10,441
|
|
|
10,327
|
|
|||
Deferred income tax provision
|
454
|
|
|
649
|
|
|||
Gain on sale of real estate, property and equipment and assets held for sale
|
(137
|
)
|
|
(8,315
|
)
|
|||
Change in fair value of derivatives
|
989
|
|
|
—
|
|
|||
Impairment of long-lived assets
|
244
|
|
|
1,855
|
|
|||
Non-cash interest expense on deferred gain on sugarcane land
|
—
|
|
|
1,021
|
|
|||
Stock-based compensation expense
|
537
|
|
|
1,337
|
|
|||
Other
|
(160
|
)
|
|
(285
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|||
Accounts receivable
|
(3,741
|
)
|
|
(4,510
|
)
|
|||
Inventories
|
10,327
|
|
|
6,478
|
|
|||
Prepaid expenses and other assets
|
(480
|
)
|
|
(892
|
)
|
|||
Accounts payable and accrued liabilities
|
(2,587
|
)
|
|
(594
|
)
|
|||
Income tax payable
|
4,250
|
|
|
—
|
|
|||
Other liabilities
|
376
|
|
|
(2,485
|
)
|
|||
Net cash provided by operating activities
|
41,686
|
|
|
16,119
|
|
|||
|
|
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|||
Purchases of property and equipment
|
(14,567
|
)
|
|
(12,129
|
)
|
|||
Net proceeds from sale of property and equipment and assets held for sale
|
419
|
|
|
31,671
|
|
|||
Change in deposits on purchase of citrus trees
|
(256
|
)
|
|
—
|
|
|||
Notes receivables
|
56
|
|
|
(379
|
)
|
|||
Net cash (used in) provided by investing activities
|
(14,348
|
)
|
|
19,163
|
|
|||
|
|
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|||
Repayments on revolving lines of credit
|
(86,123
|
)
|
|
(21,424
|
)
|
|||
Borrowings on revolving lines of credit
|
83,438
|
|
|
21,424
|
|
|||
Principal payments on term loans
|
(8,169
|
)
|
|
(9,421
|
)
|
|||
Treasury stock purchases
|
(25,576
|
)
|
|
(2,215
|
)
|
|||
Payment on termination of Global Ag agreement
|
(11,300
|
)
|
|
—
|
|
|||
Dividends paid
|
(1,343
|
)
|
|
(1,480
|
)
|
|||
Capital contribution received from noncontrolling interest
|
—
|
|
|
1,000
|
|
|||
Capital lease obligation payments
|
—
|
|
|
(8
|
)
|
|||
Net cash used in financing activities
|
(49,073
|
)
|
|
(12,124
|
)
|
|||
|
|
|
|
|||||
Net (decrease) increase in cash and cash equivalents and restricted cash
|
(21,735
|
)
|
|
23,158
|
|
|||
Cash and cash equivalents and restricted cash at beginning of the period
|
32,260
|
|
|
3,395
|
|
|||
|
|
|
|
|||||
Cash and cash equivalents and restricted cash at end of the period
|
$
|
10,525
|
|
|
$
|
26,553
|
|
(in thousands)
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended June 30,
|
|
Nine Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Alico Citrus
|
|
|
|
|
|
|
|
|
|
||||||
Early and Mid-Season
|
$
|
—
|
|
|
$
|
53
|
|
|
$
|
39,574
|
|
|
$
|
24,309
|
|
Valencias
|
54,734
|
|
|
24,257
|
|
|
73,480
|
|
|
48,855
|
|
||||
Fresh Fruit
|
1,052
|
|
|
540
|
|
|
3,629
|
|
|
2,046
|
|
||||
Other
|
1,033
|
|
|
861
|
|
|
1,856
|
|
|
2,289
|
|
||||
Total
|
$
|
56,819
|
|
|
$
|
25,711
|
|
|
$
|
118,539
|
|
|
$
|
77,499
|
|
|
|
|
|
|
|
|
|
||||||||
Water Resources and Other Operations
|
|
|
|
|
|
|
|
||||||||
Land and other leasing
|
$
|
706
|
|
|
$
|
693
|
|
|
$
|
2,098
|
|
|
$
|
1,780
|
|
Other
|
40
|
|
|
113
|
|
|
228
|
|
|
371
|
|
||||
Total
|
$
|
746
|
|
|
$
|
806
|
|
|
$
|
2,326
|
|
|
$
|
2,151
|
|
|
|
|
|
|
|
|
|
||||||||
Total Revenues
|
$
|
57,565
|
|
|
$
|
26,517
|
|
|
$
|
120,865
|
|
|
$
|
79,650
|
|
(in thousands)
|
June 30,
|
|
September 30,
|
||||
|
2019
|
|
2018
|
||||
Unharvested fruit crop on the trees
|
$
|
28,887
|
|
|
$
|
39,888
|
|
Other
|
1,819
|
|
|
1,145
|
|
||
Total inventories
|
$
|
30,706
|
|
|
$
|
41,033
|
|
(in thousands)
|
Carrying Value
|
||||||
|
June 30,
|
|
September 30,
|
||||
|
2019
|
|
2018
|
||||
Trailers
|
$
|
421
|
|
|
$
|
456
|
|
Frostproof Parcels
|
—
|
|
|
176
|
|
||
East Ranch
|
1,442
|
|
|
759
|
|
||
Twin Mills
|
223
|
|
|
—
|
|
||
Total Assets Held For Sale
|
$
|
2,086
|
|
|
$
|
1,391
|
|
(in thousands)
|
June 30,
|
|
September 30,
|
||||
|
2019
|
|
2018
|
||||
Citrus trees
|
$
|
276,045
|
|
|
$
|
264,714
|
|
Equipment and other facilities
|
54,645
|
|
|
53,544
|
|
||
Buildings and improvements
|
8,195
|
|
|
8,052
|
|
||
Total depreciable properties
|
338,885
|
|
|
326,310
|
|
||
Less: accumulated depreciation and depletion
|
(101,204
|
)
|
|
(91,858
|
)
|
||
Net depreciable properties
|
237,681
|
|
|
234,452
|
|
||
Land and land improvements
|
105,923
|
|
|
105,951
|
|
||
Property and equipment, net
|
$
|
343,604
|
|
|
$
|
340,403
|
|
(in thousands)
|
June 30, 2019
|
|
September 30, 2018
|
||||||||||||
|
Principal
|
|
Deferred Financing Costs, Net
|
|
Principal
|
|
Deferred Financing Costs, Net
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Long-term debt, net of current portion:
|
|
|
|
|
|
|
|
||||||||
Met Fixed-Rate Term Loans
|
$
|
91,250
|
|
|
$
|
752
|
|
|
$
|
95,938
|
|
|
$
|
836
|
|
Met Variable-Rate Term Loans
|
44,563
|
|
|
346
|
|
|
46,719
|
|
|
385
|
|
||||
Met Citree Term Loan
|
4,800
|
|
|
41
|
|
|
4,925
|
|
|
44
|
|
||||
Pru Loans A & B
|
16,547
|
|
|
228
|
|
|
17,417
|
|
|
241
|
|
||||
Pru Loan E
|
4,510
|
|
|
11
|
|
|
4,675
|
|
|
17
|
|
||||
Pru Loan F
|
4,510
|
|
|
38
|
|
|
4,675
|
|
|
40
|
|
||||
|
166,180
|
|
|
1,416
|
|
|
174,349
|
|
|
1,563
|
|
||||
Less current portion
|
5,325
|
|
|
—
|
|
|
5,275
|
|
|
—
|
|
||||
Long-term debt
|
$
|
160,855
|
|
|
$
|
1,416
|
|
|
$
|
169,074
|
|
|
$
|
1,563
|
|
|
June 30, 2019
|
|
September 30, 2018
|
||||||||||||
|
Principal
|
|
Deferred Financing Costs, Net
|
|
Principal
|
|
Deferred Financing Costs, Net
|
||||||||
(in thousands)
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Lines of Credit:
|
|
|
|
|
|
|
|
||||||||
RLOC
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
58
|
|
WCLC
|
—
|
|
|
—
|
|
|
2,685
|
|
|
78
|
|
||||
Lines of Credit
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
2,685
|
|
|
$
|
136
|
|
(in thousands)
|
June 30,
|
|
September 30,
|
||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Ad valorem taxes
|
$
|
1,418
|
|
|
$
|
2,196
|
|
Accrued interest
|
1,157
|
|
|
1,191
|
|
||
Accrued employee wages and benefits
|
1,682
|
|
|
3,115
|
|
||
Inventory received but not invoiced
|
19
|
|
|
726
|
|
||
Accrued dividends
|
448
|
|
|
492
|
|
||
Consulting and separation charges
|
400
|
|
|
—
|
|
||
Accrued insurance
|
231
|
|
|
223
|
|
||
Current portion of deferred retirement obligations
|
357
|
|
|
345
|
|
||
Accrued tender offer consulting charges
|
—
|
|
|
274
|
|
||
Other accrued liabilities
|
385
|
|
|
664
|
|
||
Total accrued liabilities
|
$
|
6,097
|
|
|
$
|
9,226
|
|
(in thousands except per share amounts)
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended June 30,
|
|
Nine Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Alico, Inc. common stockholders
|
$
|
16,244
|
|
|
$
|
9,100
|
|
|
$
|
21,324
|
|
|
$
|
12,332
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding - basic
|
7,470
|
|
|
8,228
|
|
|
7,470
|
|
|
8,243
|
|
||||
Dilutive effect of equity-based awards
|
1
|
|
|
96
|
|
|
24
|
|
|
71
|
|
||||
Weighted average number of common shares outstanding - diluted
|
7,471
|
|
|
8,324
|
|
|
7,494
|
|
|
8,314
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income per common shares attributable to Alico, Inc. common stockholders:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
2.17
|
|
|
$
|
1.11
|
|
|
$
|
2.85
|
|
|
$
|
1.50
|
|
Diluted
|
$
|
2.17
|
|
|
$
|
1.09
|
|
|
$
|
2.85
|
|
|
$
|
1.48
|
|
(in thousands)
|
Three Months Ended June 30,
|
|
Nine Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||
Alico Citrus
|
$
|
56,819
|
|
|
$
|
25,711
|
|
|
$
|
118,539
|
|
|
$
|
77,499
|
|
Water Resources and Other Operations
|
746
|
|
|
806
|
|
|
2,326
|
|
|
2,151
|
|
||||
Total revenues
|
$
|
57,565
|
|
|
$
|
26,517
|
|
|
$
|
120,865
|
|
|
$
|
79,650
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Alico Citrus
|
$
|
31,141
|
|
|
$
|
13,697
|
|
|
$
|
73,597
|
|
|
$
|
56,102
|
|
Water Resources and Other Operations
|
420
|
|
|
906
|
|
|
1,768
|
|
|
3,219
|
|
||||
Total operating expenses
|
$
|
31,561
|
|
|
$
|
14,603
|
|
|
$
|
75,365
|
|
|
$
|
59,321
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit (loss):
|
|
|
|
|
|
|
|
||||||||
Alico Citrus
|
$
|
25,678
|
|
|
$
|
12,014
|
|
|
$
|
44,942
|
|
|
$
|
21,397
|
|
Water Resources and Other Operations
|
326
|
|
|
(100
|
)
|
|
558
|
|
|
(1,068
|
)
|
||||
Total gross profit
|
$
|
26,004
|
|
|
$
|
11,914
|
|
|
$
|
45,500
|
|
|
$
|
20,329
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation, depletion and amortization:
|
|
|
|
|
|
|
|
||||||||
Alico Citrus
|
$
|
3,445
|
|
|
$
|
3,342
|
|
|
$
|
10,309
|
|
|
$
|
10,106
|
|
Water Resources and Other Operations
|
27
|
|
|
44
|
|
|
82
|
|
|
161
|
|
||||
Other Depreciation, Depletion and Amortization
|
18
|
|
|
19
|
|
|
50
|
|
|
60
|
|
||||
Total depreciation, depletion and amortization
|
$
|
3,490
|
|
|
$
|
3,405
|
|
|
$
|
10,441
|
|
|
$
|
10,327
|
|
(in thousands)
|
June 30,
|
|
September 30,
|
||||
|
2019
|
|
2018
|
||||
Assets:
|
|
|
|
||||
Alico Citrus
|
$
|
381,298
|
|
|
$
|
405,752
|
|
Water Resources and Other Operations
|
16,691
|
|
|
15,904
|
|
||
Other Corporate Assets
|
1,530
|
|
|
1,766
|
|
||
Total Assets
|
$
|
399,519
|
|
|
$
|
423,422
|
|
Expected Volatility
|
25.0
|
%
|
Expected Term (in years)
|
1.50
|
|
Risk Free Rate
|
2.52
|
%
|
Expected Volatility
|
30.0
|
%
|
Expected Term (in years)
|
4.09
|
|
Risk Free Rate
|
2.95
|
%
|
Expected Volatility
|
30.0
|
%
|
Expected Term (in years)
|
3.32
|
|
Risk Free Rate
|
2.80
|
%
|
Expected Volatility
|
32.2
|
%
|
Expected Term (in years)
|
2.6 - 4.0
|
|
Risk Free Rate
|
2.45
|
%
|
(in thousands, except share amounts)
|
|
|
|
|||
|
Shares
|
|
Cost
|
|||
Balance as of September 30, 2018
|
216,188
|
|
|
$
|
7,536
|
|
Purchased
|
752,234
|
|
|
25,576
|
|
|
Issued to employees and directors
|
(22,308
|
)
|
|
(907
|
)
|
|
|
|
|
|
|||
Balance as of June 30, 2019
|
946,114
|
|
|
$
|
32,205
|
|
•
|
Alico Citrus includes activities related to planting, owning, cultivating and/or managing citrus groves in order to produce fruit for sale to fresh and processed citrus markets, including activities related to the purchase and resale of fruit and value-added services, which include contracting for the harvesting, marketing and hauling of citrus; and
|
•
|
Water Resources and Other Operations includes activities related to sod, native plant sales, grazing and hunting leasing, management and/or conservation of unimproved native pasture land and activities related to rock mining royalties and other insignificant lines of business. Also included are activities related to owning and/or leasing improved farmland. Improved farmland is acreage that has been converted, or is permitted to be converted, from native pasture and which may have various improvements including irrigation, drainage and roads.
|
(in thousands)
|
Three Months Ended
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
||||||||||||||||||
|
June 30,
|
|
Change
|
|
June 30,
|
|
Change
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Alico Citrus
|
$
|
56,819
|
|
|
$
|
25,711
|
|
|
$
|
31,108
|
|
|
121.0
|
%
|
|
$
|
118,539
|
|
|
$
|
77,499
|
|
|
$
|
41,040
|
|
|
53.0
|
%
|
Water Resources and Other Operations
|
746
|
|
|
806
|
|
|
(60
|
)
|
|
(7.4
|
)%
|
|
2,326
|
|
|
2,151
|
|
|
175
|
|
|
8.1
|
%
|
||||||
Total operating revenues
|
57,565
|
|
|
26,517
|
|
|
31,048
|
|
|
117.1
|
%
|
|
120,865
|
|
|
79,650
|
|
|
41,215
|
|
|
51.7
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Alico Citrus
|
25,678
|
|
|
12,014
|
|
|
13,664
|
|
|
113.7
|
%
|
|
44,942
|
|
|
21,397
|
|
|
23,545
|
|
|
110.0
|
%
|
||||||
Water Resources and Other Operations
|
326
|
|
|
(100
|
)
|
|
426
|
|
|
NM
|
|
|
558
|
|
|
(1,068
|
)
|
|
1,626
|
|
|
NM
|
|
||||||
Total gross profit
|
26,004
|
|
|
11,914
|
|
|
14,090
|
|
|
118.3
|
%
|
|
45,500
|
|
|
20,329
|
|
|
25,171
|
|
|
123.8
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
General and administrative expenses
|
2,682
|
|
|
2,955
|
|
|
(273
|
)
|
|
(9.2
|
)%
|
|
10,786
|
|
|
9,914
|
|
|
872
|
|
|
8.8
|
%
|
||||||
Income from operations
|
23,322
|
|
|
8,959
|
|
|
14,363
|
|
|
160.3
|
%
|
|
34,714
|
|
|
10,415
|
|
|
24,299
|
|
|
233.3
|
%
|
||||||
Total other (expense), income
|
(1,623
|
)
|
|
5,074
|
|
|
(6,697
|
)
|
|
(132.0
|
)%
|
|
(6,459
|
)
|
|
2,559
|
|
|
(9,018
|
)
|
|
NM
|
|
||||||
Income before income taxes
|
21,699
|
|
|
14,033
|
|
|
7,666
|
|
|
54.6
|
%
|
|
28,255
|
|
|
12,974
|
|
|
15,281
|
|
|
117.8
|
%
|
||||||
Income tax provision
|
5,483
|
|
|
4,941
|
|
|
542
|
|
|
11.0
|
%
|
|
7,082
|
|
|
674
|
|
|
6,408
|
|
|
NM
|
|
||||||
Net income
|
16,216
|
|
|
9,092
|
|
|
7,124
|
|
|
78.4
|
%
|
|
21,173
|
|
|
12,300
|
|
|
8,873
|
|
|
72.1
|
%
|
||||||
Net loss attributable to noncontrolling interests
|
28
|
|
|
8
|
|
|
20
|
|
|
NM
|
|
|
151
|
|
|
32
|
|
|
119
|
|
|
NM
|
|
||||||
Net income attributable to Alico, Inc. common stockholders
|
$
|
16,244
|
|
|
$
|
9,100
|
|
|
$
|
7,144
|
|
|
78.5
|
%
|
|
$
|
21,324
|
|
|
$
|
12,332
|
|
|
$
|
8,992
|
|
|
72.9
|
%
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Three Months Ended
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
||||||||||||||||||
|
June 30,
|
|
Change
|
|
June 30,
|
|
Change
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
Revenue From:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Land and other leasing
|
$
|
706
|
|
|
$
|
693
|
|
|
$
|
13
|
|
|
1.9
|
%
|
|
$
|
2,098
|
|
|
$
|
1,780
|
|
|
$
|
318
|
|
|
17.9
|
%
|
Sale of calves and culls
|
—
|
|
|
—
|
|
|
—
|
|
|
NM
|
|
|
—
|
|
|
57
|
|
|
(57
|
)
|
|
(100.0
|
)%
|
||||||
Other
|
40
|
|
|
113
|
|
|
(73
|
)
|
|
(64.6
|
)%
|
|
228
|
|
|
314
|
|
|
(86
|
)
|
|
(27.4
|
)%
|
||||||
Total
|
$
|
746
|
|
|
$
|
806
|
|
|
$
|
(60
|
)
|
|
(7.4
|
)%
|
|
$
|
2,326
|
|
|
$
|
2,151
|
|
|
$
|
175
|
|
|
8.1
|
%
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Land and other leasing
|
$
|
217
|
|
|
$
|
155
|
|
|
$
|
62
|
|
|
40.0
|
%
|
|
$
|
769
|
|
|
$
|
563
|
|
|
$
|
206
|
|
|
36.6
|
%
|
Cost of calves sold
|
—
|
|
|
—
|
|
|
—
|
|
|
NM
|
|
|
—
|
|
|
1,015
|
|
|
(1,015
|
)
|
|
(100.0
|
)%
|
||||||
Water conservation
|
202
|
|
|
496
|
|
|
(294
|
)
|
|
(59.3
|
)%
|
|
985
|
|
|
1,263
|
|
|
(278
|
)
|
|
(22.0
|
)%
|
||||||
Other
|
1
|
|
|
255
|
|
|
(254
|
)
|
|
(99.6
|
)%
|
|
14
|
|
|
378
|
|
|
(364
|
)
|
|
(96.3
|
)%
|
||||||
Total
|
$
|
420
|
|
|
$
|
906
|
|
|
$
|
(486
|
)
|
|
(53.6
|
)%
|
|
$
|
1,768
|
|
|
$
|
3,219
|
|
|
$
|
(1,451
|
)
|
|
(45.1
|
)%
|
(in thousands)
|
June 30,
|
|
September 30,
|
|
|
||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Cash and cash equivalents and restricted cash
|
$
|
10,525
|
|
|
$
|
32,260
|
|
|
$
|
(21,735
|
)
|
Total current assets
|
$
|
44,117
|
|
|
$
|
71,061
|
|
|
$
|
(26,944
|
)
|
Total current liabilities
|
$
|
23,353
|
|
|
$
|
21,498
|
|
|
$
|
1,855
|
|
Working capital
|
$
|
20,764
|
|
|
$
|
49,563
|
|
|
$
|
(28,799
|
)
|
Total assets
|
$
|
399,519
|
|
|
$
|
423,422
|
|
|
$
|
(23,903
|
)
|
Principal amount of term loans and lines of credit
|
$
|
166,180
|
|
|
$
|
177,034
|
|
|
$
|
(10,854
|
)
|
Current ratio
|
1.89 to 1
|
|
|
3.31 to 1
|
|
|
|
(in thousands)
|
Nine Months Ended June 30,
|
|
|
||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Net income
|
$
|
21,173
|
|
|
$
|
12,300
|
|
|
$
|
8,873
|
|
Deferred gain on sale of sugarcane land
|
—
|
|
|
(767
|
)
|
|
767
|
|
|||
Depreciation, depletion and amortization
|
10,441
|
|
|
10,327
|
|
|
114
|
|
|||
Deferred income tax provision
|
454
|
|
|
649
|
|
|
(195
|
)
|
|||
Gain on sale of real estate, property and equipment and assets held for sale
|
(137
|
)
|
|
(8,315
|
)
|
|
8,178
|
|
|||
Change in fair value of derivatives
|
989
|
|
|
—
|
|
|
989
|
|
|||
Impairment of long-lived assets
|
244
|
|
|
1,855
|
|
|
(1,611
|
)
|
|||
Non-cash interest expense on deferred gain on sugarcane land
|
—
|
|
|
1,021
|
|
|
(1,021
|
)
|
|||
Stock-based compensation expense
|
537
|
|
|
1,337
|
|
|
(800
|
)
|
|||
Other
|
(160
|
)
|
|
(285
|
)
|
|
125
|
|
|||
Change in working capital
|
8,145
|
|
|
(2,003
|
)
|
|
10,148
|
|
|||
Net cash provided by operating activities
|
$
|
41,686
|
|
|
$
|
16,119
|
|
|
$
|
25,567
|
|
(in thousands)
|
Nine Months Ended June 30,
|
|
|
||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Capital expenditures:
|
|
|
|
|
|
||||||
Citrus trees
|
$
|
(11,547
|
)
|
|
$
|
(10,092
|
)
|
|
$
|
(1,455
|
)
|
Land
|
(561
|
)
|
|
—
|
|
|
(561
|
)
|
|||
Breeding herd purchases
|
—
|
|
|
(317
|
)
|
|
317
|
|
|||
Equipment and other
|
(2,459
|
)
|
|
(1,720
|
)
|
|
(739
|
)
|
|||
Total
|
(14,567
|
)
|
|
(12,129
|
)
|
|
(2,438
|
)
|
|||
|
|
|
|
|
|
||||||
Net proceeds from sale of property and equipment and assets held for sale
|
419
|
|
|
31,671
|
|
|
(31,252
|
)
|
|||
Change in deposits on purchase of citrus trees
|
(256
|
)
|
|
—
|
|
|
(256
|
)
|
|||
Notes receivables
|
56
|
|
|
(379
|
)
|
|
435
|
|
|||
Net cash (used in) provided by investing activities
|
$
|
(14,348
|
)
|
|
$
|
19,163
|
|
|
$
|
(33,511
|
)
|
(in thousands)
|
Nine Months Ended June 30,
|
|
|
||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Repayments on revolving lines of credit
|
$
|
(86,123
|
)
|
|
$
|
(21,424
|
)
|
|
$
|
(64,699
|
)
|
Borrowings on revolving lines of credit
|
83,438
|
|
|
21,424
|
|
|
62,014
|
|
|||
Principal payments on term loans
|
(8,169
|
)
|
|
(9,421
|
)
|
|
1,252
|
|
|||
Treasury stock purchases
|
(25,576
|
)
|
|
(2,215
|
)
|
|
(23,361
|
)
|
|||
Payment on termination of Global Ag agreement
|
(11,300
|
)
|
|
—
|
|
|
(11,300
|
)
|
|||
Dividends paid
|
(1,343
|
)
|
|
(1,480
|
)
|
|
137
|
|
|||
Capital contribution received from noncontrolling interest
|
—
|
|
|
1,000
|
|
|
(1,000
|
)
|
|||
Capital lease obligation payments
|
—
|
|
|
(8
|
)
|
|
8
|
|
|||
Net cash used in financing activities
|
$
|
(49,073
|
)
|
|
$
|
(12,124
|
)
|
|
$
|
(36,949
|
)
|
(a)
|
Evaluation of Disclosure Controls and Procedures.
|
(b)
|
Changes in Internal Control over Financial Reporting.
|
|
ALICO, INC. (Registrant)
|
|
|
|
|
August 6, 2019
|
By:
|
/s/ John E. Kiernan
|
|
|
John E. Kiernan
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
August 6, 2019
|
By:
|
/s/ Richard Rallo
|
|
|
Richard Rallo
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Alico, Inc. (Alico),
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Alico as of, and for, the periods presented in this report;
|
4.
|
Alico’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Alico and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Alico, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of Alico’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in Alico’s internal control over financial reporting that occurred during Alico’s most recent fiscal quarter ended June 30, 2019, that has materially affected, or is reasonably likely to materially affect, Alico’s internal control over financial reporting; and
|
5.
|
Alico’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Alico’s auditors and audit committee of Alico’s Board of Directors:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 6, 2019
|
By:
|
/s/ John E. Kiernan
|
|
|
John E. Kiernan
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Alico, Inc. (Alico),
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Alico as of, and for, the periods presented in this report;
|
4.
|
Alico’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Alico and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Alico, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of Alico’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in Alico’s internal control over financial reporting that occurred during Alico’s most recent fiscal quarter ended June 30, 2019, that has materially affected, or is reasonably likely to materially affect, Alico’s internal control over financial reporting; and
|
5.
|
Alico’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Alico’s auditors and audit committee of Alico’s Board of Directors:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 6, 2019
|
By:
|
/s/ Richard Rallo
|
|
|
Richard Rallo
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
Date: August 6, 2019
|
By:
|
/s/ John E. Kiernan
|
|
|
John E. Kiernan
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date: August 6, 2019
|
By:
|
/s/ Richard Rallo
|
|
|
Richard Rallo
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
1.
|
The Committee shall, at least annually, review and approve the annual base salaries and annual incentive opportunities of the Executive Officers. The CEO shall not be present during any Committee deliberations or voting with respect to his or her compensation.
|
2.
|
The Committee shall, periodically and as and when appropriate, review and approve the following as they affect the Executive Officers: (a) all other incentive awards and opportunities, including both cash-based and equity-based awards and opportunities; (b) any employment agreements and severance arrangements; (c) any change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits; and (d) any special or supplemental compensation and benefits for the Executive Officers and individuals who formerly served as Executive Officers, including supplemental retirement benefits and the perquisites provided to them during and after employment.
|
3.
|
The Committee shall review and discuss the Compensation Discussion and Analysis (the “CD&A”) required to be included in the Company’s proxy statement and annual report on Form 10-K by the rules and regulations of the Securities and Exchange Commission (the “SEC”) with management, and, based on such review and discussion, determine whether or not to recommend to the Board that the CD&A be so included.
|
4.
|
The Committee shall produce the annual Compensation Committee Report for inclusion in the Company’s proxy
|
5.
|
The Committee shall monitor the Company’s compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to loans to directors and officers, and with all other applicable laws affecting employee compensation and benefits.
|
6.
|
The Committee shall oversee the Company’s compliance with SEC rules and regulations regarding shareholder approval of certain executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, and the requirement under the Stock Exchange Rules that, with limited exceptions, shareholders approve equity compensation plans.
|
7.
|
The Committee shall receive periodic reports on the Company’s compensation programs as they affect all employees.
|
9.
|
The Committee shall have the authority, in its sole discretion, to retain and terminate (or obtain the advice of) any consultant, legal counsel, or adviser to assist it in the performance of its duties, but only after taking into consideration factors relevant to the adviser’s independence from management specified in Nasdaq Listing Rule 5605(d)(3) (or the equivalent rule of any other applicable exchange on which the Company’s common stock is then listed). The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any adviser retained by the Committee, and shall have sole authority to approve the adviser’s fees and the other terms and conditions of the adviser’s retention. The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any adviser retained by the Committee.
|
10.
|
The Committee may form and delegate authority to subcommittees as it deems appropriate and as to the extent permitted by applicable law.
|
(1)
|
Approve or recommend to shareholders actions or proposals required by the Florida Business Corporation Act to be approved by shareholders.
|
(2)
|
Fill vacancies on the Board or any committee thereof.
|
(3)
|
Adopt, amend or repeal the Company’s Bylaws.
|
(4)
|
Authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board.
|
(5)
|
Authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a voting group except that the Board may authorize a committee (or senior executive officer of the Company) to do so within limits specifically prescribed by the Board.
|
1.
|
The Committee may retain special consultants and advisors to advise the Committee. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm’s fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
|
2.
|
The Committee shall actively seek individuals qualified to become Board members for recommendation to the Board, consistent with criteria approved by the Board and shall consider any director candidates recommended by the Company's stockholders pursuant to the procedures set forth in the Company's governance documents and as described in the Company's proxy statement.
|
3.
|
The Committee shall make recommendations to the Board regarding the selection and approval of the nominees for director to be submitted to a stockholder vote at the annual meeting of stockholders, subject to approval by the Board.
|
4.
|
The Committee shall annually review and make recommendations to the Board with respect to the compensation and benefits of directors, including under any incentive compensation plans and equity-based compensation plans.
|
5.
|
The Committee shall receive comments from all directors and report annually to the Board with an assessment of the Board’s performance, to be discussed with the full Board following the end of each fiscal year.
|
6.
|
The Committee shall review and reassess the adequacy of the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board for approval.
|
7.
|
The Committee shall review directors’ and officers’ indemnification and insurance matters and make such recommendations to the Board as the Committee deems appropriate.
|
8.
|
The Committee shall review and reassess the Company’s succession planning and make an annual report to the Board on succession planning.
|
9.
|
The Committee shall make regular reports to the Board.
|
10.
|
The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
|
11.
|
The Committee shall annually review its own performance.
|
12.
|
The Committee may form and delegate authority to subcommittees when appropriate and as to the extent permitted by applicable law.
|