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, 1996. 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 33975 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 941/675-2966 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 12, 1996.
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, 1996 1995 1996 1995 _______________________________ _____________________________ Revenue: Citrus $ 8,721,183 $ 6,104,297 $20,024,525 $16,354,582 Sugarcane 354,709 847,565 5,763,342 5,870,393 Ranch 1,533,122 1,209,980 3,263,385 2,150,968 Rock products and sand 228,429 222,144 676,065 712,832 Oil lease and land rentals 184,416 329,898 367,909 500,659 Forest products 58,660 39,040 136,080 92,982 Profit on sales of real estate 90,637 60,905 187,538 97,129 Interest and investment income 233,763 238,342 845,042 758,720 Other 35,177 12,529 120,973 58,912 ___________ ___________ ___________ ___________ Total revenue 11,440,096 9,064,700 31,384,859 26,597,177 ___________ ___________ ___________ ___________ Cost and expenses: Citrus production, harvesting and marketing 5,089,841 4,633,091 14,095,803 12,927,855 Sugarcane production and harvesting - 485,693 4,198,186 4,238,053 Ranch 3,198,471 975,349 4,871,301 1,614,161 Real estate expenses 110,792 129,156 369,646 357,587 Interest 486,524 406,694 796,228 943,299 Other, general and administrative 474,034 513,377 1,828,948 1,572,282 ___________ ___________ ___________ ___________ Total costs and expenses 9,359,662 7,143,360 26,160,112 21,653,237 ___________ ___________ ___________ ___________ Income before income taxes 2,080,434 1,921,340 5,224,747 4,943,940 Provision for income taxes 857,410 694,279 1,954,363 1,755,440 ___________ ___________ ___________ ___________ Net income 1,223,024 1,227,061 3,270,384 3,188,500 Retained earnings beginning of period 67,701,311 61,133,759 68,113,690 60,929,277 Dividends paid - - (2,459,739) (1,756,957) ___________ ___________ ___________ ___________ Retained earnings end of period $68,924,335 $62,360,820 $68,924,335 $62,360,820 ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ Weighted average number of shares outstanding 7,027,827 7,027,827 7,027,827 7,027,827 ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ Per share amounts: Net income $ .17 $ .17 $ .47 $ .45 Dividends $ - $ - $ .35 $ .25 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, 1996 August 31, 1995 _________________ _______________ ASSETS Current assets: Cash and cash investments $ 913,715 $ 1,148,733 Marketable securities 10,244,884 9,410,936 Accounts and mortgage notes receivable 12,105,038 7,854,254 Inventories 9,951,200 13,057,136 Prepaid expenses 185,412 101,461 Interest receivable 277,641 163,342 ____________ ____________ Total current assets 33,677,890 31,735,862 Mortgage notes receivable, non-current 2,229,552 2,229,528 Land held for development and sale 7,673,331 7,322,740 Investments 914,615 925,785 Other 44,581 42,983 Property, buildings and equipment 96,020,445 91,703,367 Less: Accumulated depreciation (27,009,020) (24,953,086) ____________ ____________ Total assets $113,551,394 $109,007,179 ____________ ____________ ____________ ____________ CONDENSED CONSOLIDATED BALANCE SHEETS (See Accountants' Review Report) (Continued) (Unaudited) (Audited) May 31, 1996 August 31, 1995 LIABILITIES _________________ _______________ Current liabilities: Accounts payable $ 1,406,733 $ 949,397 Due to profit sharing plan - 217,968 Accrued ad valorem taxes 695,930 1,076,241 Accrued donation (See Note 6) 1,240,238 1,638,038 Accrued expenses 396,953 136,597 Income taxes payable 346,457 254,393 Deferred income taxes 1,930,045 1,383,820 ____________ ____________ Total current liabilities 6,016,356 5,656,454 Note payable to bank 19,600,000 16,055,000 Deferred income taxes 11,366,835 11,674,524 Deferred retirement benefits 248,655 214,945 ____________ ____________ Total liabilities 37,231,846 33,600,923 ____________ ____________ STOCKHOLDERS' EQUITY Common stock $ 7,027,827 $ 7,027,827 Unrealized gains on marketable securities 367,386 264,739 Retained earnings 68,924,335 68,113,690 ____________ ____________ Total stockholders' equity 76,319,548 75,406,256 ____________ ____________ Total liabilities and stockholders' equity $113,551,394 $109,007,179 ____________ ____________ ____________ ____________ See accompanying notes to condensed consolidated financial statements.
ALICO, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (See Accountants' Review Report) (Unaudited) Nine Months Ended May 31, 1996 1995 ____________________________ Cash flows from operating activities: Net income $ 3,270,384 $ 3,188,500 Adjustments to reconcile net income to cash provided from (used for) operating activities: Depreciation 3,136,985 3,097,942 Accrued donation (397,800) (194,583) Net decrease in current assets and liabilities (2,293,604) (1,123,711) Deferred income taxes 176,605 (402,428) Other (377,893) (341,350) ___________ ___________ Net cash provided from operating activities 3,514,677 4,224,370 ___________ ___________ Cash flows from (used for) investing activities: Purchases of property and equipment (4,604,584) (6,848,571) Proceeds from sales of property and equipment 289,368 190,783 Purchases of marketable securities (3,490,568) (1,249,473) Proceeds from sales of marketable securites 2,944,187 978,904 ___________ ___________ Net cash used for investing activities (4,861,597) (6,928,357) ___________ ___________ Cash flows from (used for) financing activities: Notes receivable collections 26,641 695,609 Repayment of bank loan (9,091,000) (9,570,000) Proceeds from bank loan 12,636,000 13,449,002 Dividends paid (2,459,739) (1,756,957) ___________ ___________ Net cash provided from financing activities 1,111,902 2,817,654 ___________ ___________ Net increase (decrease) in cash and cash investments $ (235,018) $ 113,667 ___________ ___________ ___________ ___________ Supplemental disclosures of cash flow information: Cash paid for interest, net of amount capitalized $ 444,378 $ 833,080 ___________ ___________ ___________ ___________ Cash paid for income taxes $ 1,785,000 $ 1,744,600 ___________ ___________ ___________ ___________ 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 Alico, Inc. (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, 1995. In the opinion of Management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of its consolidated financial position at May 31, 1996 and the consolidated results of operations for the three and nine months ended May 31, ended May 31, 1996 and May 31, 1995 and cash flows for the nine months. then ended. 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 $1,087,921 in 1996 and $1,770,146 in 1995. 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. 3. Inventories: A summary of the Company's inventories (in thousands) is shown below: May 31, August 31, 1996 1995 ___________ ___________ Unharvested fruit crop on trees $ 5,098 $ 6,027 Unharvested sugarcane 1,368 2,138 Beef cattle 3,457 4,429 Sod 28 463 _______ _______ Total inventories $ 9,951 $13,057 _______ _______ _______ _______
FORM 10-Q 4. Income taxes: The provision for income taxes for the quarters ended May 31, 1996 and May 31, 1995 is summarized as follows: Three Months Ended May 31, Nine Months Ended May 31, 1996 1995 1996 1995 _______________________________ _____________________________ Current: Federal income tax $ 632,889 $ 600,190 $1,503,047 $1,579,707 State income tax 92,841 99,105 233,281 263,516 __________ __________ __________ __________ 725,730 699,295 1,736,328 1,843,223 __________ __________ __________ __________ Deferred: Federal income tax 110,725 (3,933) 188,750 (75,561) State income tax 20,955 (1,083) 29,285 (12,222) __________ __________ __________ __________ 131,680 (5,016) 218,035 (87,783) __________ __________ __________ __________ Total provision for income taxes $ 857,410 694,279 $1,954,363 $1,755,440 __________ __________ __________ __________ __________ __________ __________ __________ 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, 1996 and 1995: Three Months Ended Nine Months Ended May 31, May 31, May 31, May 31, 1996 1995 1996 1995 _______________________________ _____________________________ Expected income tax $ 707,348 $ 653,256 $1,776,414 $1,680,940 Increase (decrease) resulting from: State income taxes, net of federal benefit 75,519 69,745 189,658 179,465 Nontaxable interest and dividends (35,782) (34,748) (115,886) (134,906) Other reconciling items, net 110,325 6,026 104,177 29,941 __________ __________ __________ __________ Total provision for income taxes $ 857,410 $ 694,279 $1,954,363 $1,755,440 __________ __________ __________ __________ __________ __________ __________ __________
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 $6.9 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. Partial settlements were made with the Internal Revenue Service during April of 1995 and June of 1996 for the year ended August 31, 1990. The items conceded related to the timing of recognition of certain items previously expensed. The effect of the $385,043 payment made in April 1995 was to increase interest expense by $124,784 and reduce the current deferred tax liability by $260,259. The $1,000,000 payment made in June 1996 will reduce the current deferred tax liability by $737,000. Interest totaling $263,000 was accrued at May 31, 1996. 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 1998 and up to $3,000,000 which is due on demand. The total amount of long-term debt under this agreement at May 31, 1996 and August 31, 1995 was $19,600,000 and $16,055,000, respectively. During June 1996, the Company entered into a second financing agreement with another commercial lender. The agreement allows the Company to borrow up to $5 million. As of May 31, 1996, the Company had not incurred any debt under this agreement. Interest cost expensed and capitalized during the nine months ended May 31, 1996 and May 31, 1995 was as follows: 1996 1995 __________ __________ Interest expensed $ 796,228 $ 943,299 Interest capitalized 525,867 384,946 __________ __________ Total interest cost $1,322,095 $1,328,245 __________ __________ __________ __________ 6. Commitment: During October 1992 the Company entered into an agreement to donate land, im- provements 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, en- gineering and planning services, assistance with utility costs and academic chairs. The commitment was recorded as a contribution in May 1994 when the title to the land was transferred. Costs related to road construction have been accrued and capitalized into land. Other costs will be expensed as incurred. 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 $27,661,534 at May 31, 1996, up from $26,079,408 at August 31, 1995. As of May 31, 1996, the Company had cash and cash investments of $913,715 compared to $1,148,733 at August 31, 1995. Marketable securities increased from $9,410,936 to $10,244,884 during the same period. The ratio of current assets to current liabilities was essentially the same, (5.61 to 1 and 5.60 to 1) at May 31, 1995 and 1996, respectively. Total assets increased by $4,544,215 from $109,007,179 at August 31, 1995 to $113,551,394 at May 31, 1996. The working capital increase ($1,582,126) is largely the result of an increase in accounts and mortgage notes receivable ($7,854,254 vs. $12,105,038 at August 31, 1995 and May 31, 1996, respectively). An increase in the boxes of citrus harvested, compared to the prior year, in addition to improved market prices for citrus have combined to increase revenues and the related accounts receivable. In connection with financing agreements with commercial banks (See Note 5 under Notes to Condensed Consolidated Financial Statements), in addition to an unused availability of funds of approximately $5.4 million at May 31, 1996, the Company completed a financing agreement in June 1996, providing for an additional $5 million. RESULTS OF OPERATIONS: Net income varied slightly from the prior year, decreasing $4,037 when compared to third quarter a year ago, and increasing $81,884 for the nine months ended May 31, 1996. Income before income taxes increased $280,807 during the first nine months and increased by $159,094 during the third quarter of fiscal 1996, when compared to the same periods a year ago. This was largely due to earnings from agricultural activities ($2,320,702 vs. $2,067,709 for the third quarter, and $5,885,962 vs. $5,595,874 during the first nine months of fiscal 1996 and 1995, respectively). Citrus earnings increased during the third quarter of fiscal 1996 when compared to the same period last year ($3,631,342 vs. $1,471,206). Year to date earnings are also higher for this division ($5,928,722 vs. $3,426,727 during the nine months ended May 31, 1996 and May 31, 1995, respectively). The earnings improvement is due to an increase in the total boxes harvested coupled with improved market prices. FORM 10-Q ITEM 2. Management's Discussion RESULTS OF OPERATIONS (Continued): Sugarcane earnings approximated those of the same period a year ago for both the three months ended May 31, 1996 ($354,709 vs. $361,872 for May 31, 1996 and 1995, respectively) and for the nine months then ended ($1,565,156 vs. $1,632,340 in 1996 and 1995, respectively). The Ranch Division reported a $1,665,349 loss during the third quarter of fiscal 1996, compared to a profit of $234,631 during the third quarter of fiscal 1995. Year to date the loss totaled $1,607,916 compared to a $536,807 profit during the same period a year ago. A decrease in market prices for beef is the primary cause for the loss in this division. An adjustment totaling $845,330 was re- quired in May 1996 to write the beef inventory down to its estimated net real- izable value (lower of cost or market). Cattle sales revenues were significant- ly higher for both the quarter ($1,533,122 vs. $1,209,980 for the three months ended May 31, 1996 and 1995, respectively) and year to date ($3,263,385 vs. $2,150,968 for the nine months ended May 31, 1996 and 1995, respectively) due to increased sales of feedlot animals. Historically, the Company has included its sod farming activities with ranching operations. Due to excessive rain and weed intrusion, the Company had to write off certain sod fields in May 1996. The writeoff included approximately $160,000 of remaining basis and $240,000 of inventoried costs, for a total loss of approximately $400,000. Land preparation and construction activities are underway for the new Florida Gulf Coast University which is scheduled to open in August 1997. The Company is continuing its marketing and permit activities for its land which surrounds the University site. During May of 1996, the Company agreed to sell 21,700 acres of land, in Hendry County, Florida, to the South Florida Water Management District for $11.5 million. The closing is expected to occur by October 1996. The Company may elect to use a portion of the sales value for a like kind property exchange. If a like kind property exchange occurs, the Company will not recognize revenues or profit for the portion of the property exchanged. If the property is sold, the Company will recognize revenue totalling $11.5 million and a pretax gain in excess of $11 million. 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, 1996. 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 12, 1996 W. Bernard Lester Date Exeuctive Vice President and Chief Operating Officer (Signature) July 12, 1996 L. Craig Simmons Date Vice President and Chief Financial Officer (Signature) July 12, 1996 Patrick W. Murphy Date Controller (Signature) EXHIBIT A INDEPENDENT ACCOUNTANTS' 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, 1996, and the related condensed consolidated statements of operations and retained earnings for the three-month and nine-month periods ended May 31, 1996 and 1995 and the related condensed consolidated statements of cash flows for the nine-month periods ended May 31, 1996 and May 31, 1995. These condensed consolidated financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of 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, 1995 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 6, 1995, 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, 1995, is fairly presented, in all material respects, in relation to the consolidated balance sheet from which it has been derived. KPMG PEAT MARWICK LLP (Signature) Orlando, Florida June 28, 1996 FORM 10-Q ALICO, INC. Computation of Weighted Average Shares Outstanding as of May 31, 1996: Number of shares outstanding at August 31, 1995 7,027,827 _________ _________ Number of shares outstanding at May 31, 1996 7,027,827 _________ _________ Weighted Average 9/1/95 - 5/31/96 7,027,827 _________ _________ EXHIBIT B