Quarterly report pursuant to Section 13 or 15(d)

Orange-Co Acquisition

Orange-Co Acquisition
6 Months Ended
Mar. 31, 2015
Orange-Co Acquisition [Abstract]  
Orange-Co Acquisition

Note 4. Orange-Co Acquisition



On December 2, 2014, the Company completed the acquisition of certain citrus and related assets of Orange-Co, LP ("Orange-Co") pursuant to an Asset Purchase Agreement, which we refer to as the Orange-Co Purchase Agreement, dated as of December 1, 2014 and 51% of the ownership interests of Citree Holdings 1, LLC. The assets Alico purchased include approximately 20,263 acres of citrus groves in DeSoto and Charlotte Counties, Florida, which comprise one of the largest contiguous citrus grove properties in the state of Florida. The total purchase price was approximately $276,673,300, net of $2,060,000 in cash acquired, including: (1) $147,500,000 in initial cash consideration funded from the proceeds of the sugarcane disposition (see “Note 5. Assets held for sale” in the Notes to the Condensed Combined Consolidated Financial Statements (Unaudited)) and new term debt; (2) up to $7,500,000 in additional cash consideration to be released from escrow in equal parts, subject to certain limitations, on December 1, 2015 and June 1, 2016; (3) the refinancing of Orange-Co's outstanding debt including approximately $91,371,000 in term debt and a working capital facility of approximately $27,775,000 and (4) the assumption of certain other liabilities totaling $4,587,000. On December 1, 2014, Alico deposited an irrevocable standby letter of credit issued by Rabo Agrifinance, Inc., or Rabo, in the aggregate amount of $7,500,000 into an escrow account to fund the additional cash consideration.


The Company acquired Orange-Co to transform our citrus business and meaningfully enhance the Company's position in the citrus industry. The Company has included the financial results of Orange-Co in the consolidated financial statements from the date of acquisition in the Citrus Groves operating segment. These results include approximately $37,625,000 in revenue and $7,786,000 in gross profit.


This acquisition was accounted for under the acquisition method of accounting. Accordingly, the Company recognized amounts for identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values, while transaction and integration costs associated with the acquisition were expensed as incurred. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and noncontrolling interests is recognized as goodwill. All goodwill recognized will be deductible for income tax purposes. The initial accounting for the business combination is not complete and adjustments to provisional amounts, or recognition of additional assets acquired or liabilities assumed, may occur as more detailed analyses are completed and additional information is obtained about the facts and circumstances that existed as of the acquisition date.


The Company expensed $3,037,000 in professional and legal fees in connection with the Orange-Co acquisition, in the six months ended March 31, 2015.


The following table summarizes the consideration paid for the acquired assets and the preliminary acquisition accounting for the fair values of the assets recognized and liabilities assumed in the Condensed Combined Consolidated Balance Sheets at the acquisition date. These balances are subject to change when final asset valuations are obtained and the potential for liabilities has been evaluated.

Asset acquisition
(in thousands) Amount
Accounts receivable $ 888  
Other current assets    845  
Inventories    35,562  
Property, Buildings and Equipment:     
Equipment and other facilities    13,432  
Land    63,337  
Citrus trees    164,053  
Goodwill   1,146  
Other assets    2,344  
Total assets, net of cash acquired  $ 281,607
Accounts payable and accrued liabilities  $ 4,087  
Term loan 500
Payable to seller    7,500  
Total liabilities assumed  $ 12,087
Assets acquired less liabilities assumed  $ 269,520
Less: fair value attributable to noncontrolling interest  (4,933 )
Total purchase consideration  $ 264,587  


The fair value of the consideration paid for the acquisition of the net assets was as follows:


Cash proceeds from sugarcane disposition $ 97,126  
Working capital line of credit   27,775  
Term loans   139,686  
Total purchase consideration  $ 264,587


The unaudited pro-forma information below for the three and six months ended March 31, 2015 and 2014 gives effect to this acquisition as if the acquisitions had occurred on October 1, 2013. The pro-forma financial information is not necessarily indicative of the results of operations if the acquisition had been effective as of this date.



Three Months Ended March 31,

Six Months Ended March 31,
(in thousands except per share amount)   2015    2014

  2015 2014
Revenues $ 55,122   $ 66,326

$ 71,828   $ 89,856  
Income from operations $ 6,698   $ 17,073
  $ 3,865   $ 17,641  
Net income attributable to common shareholder $ 2,794   $ 9,902
  $ 10,065   $ 9,435
Basic earnings per common share $ 0.34   $ 1.35
  $ 1.29   $ 1.29
Diluted earnings per common share $ 0.34   $ 1.35
  $ 1.29   $ 1.28