UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q __X__ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For nine months ended May 31, 1995 OR _____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________________ to ________________________. Commission file number 0-261. ALICO, INC. (Exact name of registrant as specified in its charter) Florida 59-0906081 (State or other jurisdiction of (I.R.S. Employer incorporation of organization) Identification No.) P. O. Box 338, La Belle, FL 33935 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 813/675-2966 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 There were 7,027,827 shares of common stock, par value $1.00 per share, outstanding at July 14, 1995.
FORM 10-Q PART I. FINANCIAL INFORMATION Item 1. Financial Statements ALICO, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (See Accountants' Review Report) (Unaudited) (Unaudited) Three Months Ended May 31, Nine Months Ended May 31, 1995 1994 1995 1994 _______________________________ _______________________________ Revenue: Citrus $ 6,104,297 $ 5,003,313 $16,354,582 $16,079,635 Sugarcane 847,565 1,102,100 5,870,393 6,650,841 Ranch 1,209,980 1,356,222 2,150,968 3,310,253 Rock products and sand 222,144 324,518 712,832 829,436 Oil lease and land rentals 329,898 307,029 500,659 469,495 Forest products 39,040 52,662 92,982 103,632 Profit on sales of real estate 60,905 4,065,524 97,129 4,225,789 Interest and investment income 238,342 192,756 758,720 789,492 Other 12,529 11,967 58,912 57,058 ___________ ___________ ___________ ___________ Total revenue 9,064,700 12,416,091 26,597,177 32,515,631 ___________ ___________ ___________ ___________ Cost and expenses: Citrus production, harvesting and marketing 4,633,091 3,798,896 12,927,855 12,080,450 Sugarcane production and harvesting 485,693 585,025 4,238,053 4,791,768 Ranch 975,349 972,095 1,614,161 2,119,532 Real estate expenses 129,156 151,049 357,587 493,081 Interest 406,694 208,358 943,299 501,001 Other, general and administrative 513,377 1,305,836 1,572,282 2,497,286 ____________ ___________ ___________ ___________ Total costs and expenses 7,143,360 7,021,259 21,653,237 22,483,118 ____________ ___________ ___________ ___________ Income before income taxes 1,921,340 5,394,832 4,943,940 10,032,513 Provision for income taxes 694,279 1,918,665 1,755,440 3,517,101 ____________ ___________ ___________ ___________ Net income 1,227,061 3,476,167 3,188,500 6,515,412 Retained earnings beginning of period 61,133,759 56,240,678 60,929,277 54,255,607 Dividends paid - - (1,756,957) (1,054,174) ___________ ___________ ___________ ___________ Retained earnings end of period $62,360,820 $59,716,845 $62,360,820 $59,716,845 ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ Weighted average number of shares outstanding 7,027,827 7,027,827 7,027,827 7,027,827 ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ Per share amounts: Net income $ .17 $ .49 $ .45 $ .93 Dividends $ - $ - $ .25 $ .15 See accompanying notes to condensed consolidated financial statements.
ALICO, INC. AND SUBSIDIARY FORM 10-Q CONDENSED CONSOLIDATED BALANCE SHEETS (See Accountants' Review Report) (Unaudited) (Audited) May 31, 1995 August 31,1994 _________________ ______________ ASSETS Current assets: Cash and cash investments $ 1,080,863 $ 967,196 Marketable Securities 8,869,972 8,693,865 Accounts and mortgage notes receivable 9,108,799 7,618,943 Inventories 10,553,142 10,681,350 Prepaid expenses 84,028 189,120 Interest receivable 93,800 190,543 ____________ ____________ Total current assets 29,790,604 28,341,017 Mortgage notes receivable, non-current 2,024,432 3,131,465 Land held for development and sale 7,131,243 6,757,549 Investments 925,785 810,677 Other 45,195 40,470 Property, buildings and equipment 91,100,075 85,507,357 Less: Accumulated depreciation (24,401,252) (22,403,837) ____________ ____________ Total assets $106,616,082 $102,184,698 ____________ ____________ ____________ ____________ CONDENSED CONSOLIDATED BALANCE SHEETS (See Accountants' Review Report) (Continued) (Unaudited) (Audited) May 31, 1995 August 31, 1994 LIABILITIES _________________ _______________ Current liabilities: Accounts payable $ 1,176,926 $ 1,386,912 Due to profit sharing plan - 248,594 Accrued donation (See Note 6) 1,908,468 2,103,051 Accrued expenses 968,526 1,297,862 Income taxes payable 468,897 56,303 Deferred income taxes 335,586 567,426 Note payable to bank, current portion 593,000 - ____________ ____________ Total current liabilities 5,451,403 5,660,148 Note payable to bank, long-term 22,000,000 18,713,998 Deferred income taxes 9,254,119 9,424,707 Deferred retirement benefits 521,913 428,741 ____________ ____________ Total liabilities 37,227,435 34,227,594 ____________ ____________ STOCKHOLDERS' EQUITY Common stock $ 7,027,827 $ 7,027,827 Retained earnings 62,360,820 60,929,277 ____________ ____________ Total stockholders' equity 69,388,647 67,957,104 ____________ ____________ Total liabilities and stockholders' equity $106,616,082 $102,184,698 ____________ ____________ ____________ ____________ See Accompanying notes to condensed consolidated financial statements.
ALICO, INC. AND SUBSIDIARY FORM 10-Q CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (See Accountants' Review Report) (Unaudited) Nine Months Ended May 31, 1995 1994 _______________________________ Cash flows from operating activities: Net income $ 3,188,500 $ 6,515,412 Adjustments to reconcile net income to cash provided from (used for) operating activities: Depreciation 3,097,942 2,811,025 Accrued donation (194,583) 2,290,692 Net decrease in current assets and liabilities (1,123,711) (2,440,192) Deferred income taxes (402,428) 1,866,341 Other (341,350) (4,668,018) ___________ ___________ Net cash provided from operating activities 4,224,370 6,375,260 ___________ ___________ Cash flows from (used for) investing activities: Purchases of property and equipment (6,848,571) (6,028,772) Proceeds from sales of property and equipment 190,783 694,734 Purchases of marketable securities (1,249,473) (1,758,062) Proceeds from sales of marketable securites 978,904 1,455,005 ___________ ___________ Net cash used for investing activities (6,928,357) (5,637,095) ___________ ___________ Cash flows from (used for) financing activities: Notes receivable collections 695,609 112,068 Repayment of bank loan (9,570,000) (7,050,025) Proceeds from bank loan 13,449,002 7,524,574 Dividends paid (1,756,957) (1,054,174) ___________ ___________ Net cash provided from financing activities 2,817,654 (467,557) ___________ ___________ Net increase (decrease) in cash and cash investments $ 113,667 $ 270,608 ___________ ___________ ___________ ___________ Supplemental disclosures of cash flow information: Cash paid for interest, net of amount capitalized $ 833,080 $ 432,237 ___________ ___________ ___________ ___________ Cash paid for income taxes $ 1,744,600 $ 2,210,861 ___________ ___________ ___________ ___________ See accompanying notes to condensed consolidated financial statements.
ALICO, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (See Accountants' Review Report) 1. Basis of financial statement presentation: The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Saddlebag Lake Resorts, Inc., after elimination of all significant intercompany balances and transactions. The accompanying unaudited condensed consolidated financial statements have been prepared on a basis consistent with the accounting principles and policies reflected in the Company's annual report for the year ended August 31, 1994. In the opinion of Management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of its consolidated financial position at May 31, 1995 and August 31, 1994 and the consolidated results of operations and cash flows for the nine months ended May 31, 1995 and 1994. The basic business of the Company is agriculture which is of a seasonal nature and subject to the influence of natural phenomena and wide price fluctuations. Fluctuation in the market prices for citrus fruit has caused the Company to recognize additional revenue from the prior year's crop totaling $1,770,146 in 1995 and $1,697,547 in 1994. The results of operations for the stated periods are not necessarily indicative of results to be expected for the full year. 2. Recognition of revenue for real estate sales Mortgage notes receivable are recorded under the accrual method of accounting. Under this method, a sale is not recognized until payment is received, including interest, aggregating 10% of the contract sales price for residential properties and 20% for commercial properties. The Company has entered into an option agreement for the sale of certain property at a purchase price of approximately $8,300,000 with an estimated gross profit of approximately $7,900,000. 3. Inventories: A summary of the Company's inventories is shown below: May 31, August 31, 1995 1994 ____________ ___________ Unharvested fruit crop on trees $ 4,712,561 $ 5,936,629 Unharvested sugarcane 1,399,414 2,160,025 Beef cattle 4,033,919 2,227,320 Sod 407,248 357,376 ___________ ___________ Total inventories $10,553,142 $10,681,350 ___________ ___________ ___________ ___________
FORM 10-Q 4. Income taxes: The provision for income taxes for the quarters ended May 31, 1995 and 1994 is summarized as follows: Three Months Ended May 31, Nine Months Ended May 31, 1995 1994 1995 1994 _______________________________ _____________________________ Current: Federal income tax $ 600,190 $ 370,819 $1,579,707 $1,410,570 State income tax 99,105 26,734 263,516 240,190 __________ __________ __________ __________ 699,295 397,553 1,843,223 1,650,760 __________ __________ __________ __________ Deferred: Federal income tax (3,933) 1,335,612 (75,561) 1,587,298 State income tax (1,083) 185,500 (12,222) 279,043 __________ __________ __________ __________ (5,016) 1,521,112 (87,783) 1,866,341 __________ __________ __________ __________ Total provision for income taxes $ 694,279 $1,918,665 $1,755,440 $3,517,101 __________ __________ __________ __________ __________ __________ __________ __________ Following is a reconciliation of the expected income tax expense computed at the U.S. Federal statutory rate of 34% and the actual income tax provision for the quarters ended May 31, 1995 and 1994: Three Months Ended May 31, Nine Months Ended May 31, 1995 1994 1995 1994 _______________________________ _____________________________ Expected income Tax $ 653,256 $1,834,242 $1,680,940 $3,411,054 Increase (decrease) resulting from: State income taxes, net of federal benefit 69,745 195,835 179,465 364,180 Nontaxable interest and dividends (34,748) (34,995) (134,906) (136,643) Other reconciling items, net 6,026 (76,417) 29,941 (121,490) __________ __________ __________ __________ Total provision for income taxes $ 694,279 $1,918,665 $1,755,440 $3,517,101 __________ __________ __________ __________ __________ __________ __________ __________ The Company is currently under examination by the Internal Revenue Service for the years ended August 31, 1992, 1991 and 1990. The adjustments proposed to date by the Internal Revenue Service would result in approximately $6 million in additional income taxes. When the matter is resolved, any income taxes due will become currently payable. However, the majority of the proposed adjustments relate to the timing of recognition of certain income and expense items already provided for in the Company's deferred tax liability accounts. Management intends to vigorously oppose the proposed adjustments and is of the opinion that the ultimate outcome will not have a significant adverse effect on the financial position or operations of the Company. A partial settlement was reached with the Internal Revenue Service during April of 1995. A payment of $385,043 was made consisting of $260,259 taxes and $124,784 interest. The items conceded related to the timing of recognition of certain items previously expensed. The effect of this payment was to increase interest expense by $124,784 and reduce the current deferred tax liability by $260,259.
5. Indebtedness: The Company has a financing agreement with a commercial bank that permits the Company to borrow up to $25 million. The financing agreement allows the Company to borrow up to $22,000,000 which is due in January 1997 and up to $3,000,000 which is due on demand. The total amount of long-term debt under this agreement at May 31, 1995 and August 31, 1994 was $22,000,000 and $18,713,998, respectively. Interest cost expensed and capitalized during the nine months ended May 31, 1995 and May 31, 1994 was as follows: 1995 1994 __________ ________ Interest expensed $ 943,299 $501,001 Interest capitalized 384,946 236,500 __________ ________ Total interest cost $1,328,245 $737,501 __________ ________ __________ ________ 6. Commitment: The Company donated land, improvements and other items, to the State of Florida, to be used as a site for a new university. The gift included 975 acres of land, road construction, engineering and planning services, assistance with utility costs and academic chairs. Amounts for academic chairs and planning activities were finalized during prior years and charged against earnings. The title to the land was transferred during May 1994, recorded as a contribution and charged against earnings. The commitment for road construction, totaling $2.4 million, was accrued at May 31, 1994. The portion allocable to the university land was expensed as a donation while the remainder was capitalized. 7. Accountants' review report: The accompanying unaudited condensed consolidated financial statements have been reviewed by the Company's independent auditors in accordance with standards for such limited reviews established by the American Institute of Certified Public Accountants. The report of such auditors with respect to their limited review is attached hereto as Exhibit A. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. LIQUIDITY AND CAPITAL RESOURCES: Working capital increased to $24,339,201 at May 31, 1995, up from $22,680,869 at August 31, 1994. As of May 31, 1995 the Company had cash and cash investments of $1,080,863 compared to $967,196 at August 31, 1994. Marketable securities increased from $8,693,865 to $8,869,972 during the same period. The ratio of current assets to current liabilities increased from 5.01 to 1 at August 31, 1994 to 5.46 to 1 at May 31, 1995. Total assets increased by $4,431,384 from $102,184,698 at August 31, 1994 to $106,616,082 at May 31, 1995. The working capital increase (approximately $1.7 million) is primarily the result of increased accounts and mortgage notes receivable (approximately $1.5 million) at May 31, 1995. Total boxes of citrus harvested has increased over the last year due to an increase in the amount of producing acres, resulting in higher revenues and related receivables. Additionally, the current portion of mortgage notes receivable at May 31, 1995 increased over the August 31, 1994 balances. In connection with a financing agreement with a commercial bank (See Note 5 under Notes to Condensed Consolidated Financial Statements), the Company has an unused availability of funds of approximately $2.4 million at May 31, 1995. RESULTS OF OPERATIONS: When compared to the same period a year ago, net income decreased $2,249,106 and $3,326,912 during the three and nine months ended May 31, 1995, respectively. Income before income taxes decreased $5,088,573 during the first nine months and $3,473,492 during the third quarter of fiscal 1995, when compared to the same periods a year ago. This was largely due to a decrease in earnings from real estate sales ($3,993,166). The Company sold 40 acres of land in Lee County, Florida last year for a $3.9 million gain which was included in earnings for the third quarter of fiscal 1994. Additionally, earnings from agricultural activities declined ($5,688,856 in 1995 vs. $7,152,611 in 1994). Citrus earnings increased during the third quarter of fiscal 1995 when compared to the same period last year ($1,471,206 vs. $1,204,417) primarily as a result of a 21% increase in the total boxes harvested. However, the average revenue per box has declined approximately 7% from the prior year, due to a decrease in the average number of pound solids per box. The decrease in pound solids per box is the primary factor in the year to date decline in earnings for this division ($3,426,727 vs. $3,999,185 during the nine months ended May 31, 1995 and 1994, respectively). FORM 10-Q ITEM 2. Management's Discussion RESULTS OF OPERATIONS (Continued): Earnings from sugarcane operations have also declined when compared to last year ($1,632,340 vs. $1,859,073 for the nine months ended May 31, 1995 and 1994, respectively). Gross profit per acre approximated the prior year level ($326 vs. $330). However, there were fewer acres in production this year (5,000 acres vs. 5,626 acres during fiscal 1995 and 1994, respectively). Consequently, fewer gross tons were harvested compared to the prior year (186,035 tons harvested in the current year vs. 230,142 tons in the prior year). Ranch earnings decreased $653,914 during the first nine months of fiscal 1995 ($536,807 vs. $1,190,721), compared to the same period a year ago. An increase in the number of animals placed in feedlots has decreased the number of calves sold during the period. More calves have been placed on feed in an attempt to improve the gross profit per calf. Permits have been filed with the South Florida Water Management District and the U.S. Army Corps of Engineers to begin construction on the new state university. The Company is currently providing the first phanse of Tree Line Avenue as part of its previously accrued commitment. Campus construction permits were filed at the end of June. Actual construction on the university is anticipated to begin in January 1996. Current plans are to have the core buildings completed for a projected opening day in August 1997. The Company has entered into an option agreement for the sale of 5,800 acres in Polk County, Florida. The agreement calls for a sales price of approximately $8.3 million and will generate a $7.9 million gain. FORM 10-Q PART II. OTHER INFORMATION ITEM 6. Exhibits and reports on Form 8-K. (a) Exhibits: A. Accountant's Report. B. Computation of Weighted Average Shares Outstanding at May 31, 1995. C. Exhibit 27 - Financial Data Schedule. (b) Reports on Form 8-K. None. 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. ALICO, INC. (Registrant) July 14, 1995 W. Bernard Lester Date Exeuctive Vice President and Chief Operating Officer (Signature) July 14, 1995 L. Craig Simmons Date Vice President and Chief Financial Officer (Signature) July 14, 1995 Patrick W. Murphy Date Controller (Signature) EXHIBIT A INDEPENDENT ACCOUNTANT'S REVIEW REPORT ______________________________________ The Stockholders and Board of Directors Alico, Inc: We have reviewed the condensed consolidated balance sheet of Alico, Inc. and subsidiary as of May 31, 1995, and the related condensed consolidated statements of operations and retained earnings for the three-month and the nine-month periods ended May 31, 1995 and 1994, and the related condensed consolidated statements of cash flows for the nine-month periods ended May 31, 1995 and 1994, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of obtaining an understanding of the system for the preparation of interim financial information, applying analytical review procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of Alico, Inc. and subsidiary as of August 31, 1994 and the related consolidated statements of operations, stockholders' equity and cash flows for the year then ended (not presented herein); and in our report dated October 16, 1994, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of August 31, 1994, is fairly presented, in all material respects, in relation to the balance sheet from which it has been derived. KPMG PEAT MARWICK LLP (Signature) Orlando, Florida June 28, 1995 FORM 10-Q ALICO, INC. Computation of Weighted Average Shares Outstanding as of May 31, 1995: Number of shares outstanding at August 31, 1994 7,027,827 _________ _________ Number of shares outstanding at May 31, 1995 7,027,827 _________ _________ Weighted Average 9/1/94 - 5/31/95 7,027,827 _________ _________ EXHIBIT B