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 quarterly period ended February 29, 2004.
 
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 Identification No.)
incorporation of organization)
 
P. O. Box 338, La Belle, FL                                         33975
(Address of principal executive offices)                                 (Zip Code)
Registrant's telephone number, including area code (863) 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
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
 
Yes X     No
 
There were 7,109,595 shares of common stock, par value $1.00 per share, outstanding at April 11, 2004.
 

Explanatory note

This Amendment on Form 10-Q/A amends the Quarterly Report on Form 10-Q
for the quarter ended February 29, 2004 which was previously filed with
the Securities and Exchange Commission (the "SEC") on April 14, 2004.
We are amending the footnotes to the financial statements and disclosures
set forth in Management's Discussion and Analysis.

This Amendment amends the footnotes to the financial statements and
Management's discussion and analysis portions of the Quarterly Report as
specified above and does not reflect events occurring after the original
filing date of the Quarterly Report on April 14, 2004.
 
 

 
  1

 

ITEM 1
PART I. FINANCIAL INFORMATION
ALICO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited - See Accountants' Review Report)
(in thousands except per share data)
 

  
Three months ended
 
Six months ended
 
  
Feb. 29,
 
Feb. 28,
 
Feb. 29,
 
Feb. 28,
 
  
2004
 
2003
 
2004
 
2003
 
          
Revenue:
             
Citrus
 
$
8,539
 
$
9,774
 
$
9,893
 
$
11,395
 
Sugarcane
  
5,615
  
5,212
  
8,206
  
7,960
 
Ranch
  
1,080
  
1,146
  
4,424
  
3,263
 
Rock & sand royalties
  
799
  
563
  
1,564
  
1,080
 
Oil lease & land rentals
  
404
  
289
  
693
  
535
 
Forest products
  
92
  
77
  
174
  
128
 
Retail land sales
  
181
  
32
  
195
  
116
 
              
Operating revenue
  
16,710
  
17,093
  
25,149
  
24,477
 
              
Cost of sales:
             
Citrus production, harvesting & marketing
  
8,033
  
9,405
  
10,287
  
10,985
 
Sugarcane production, harvesting and hauling
  
4,436
  
4,062
  
6,543
  
6,286
 
Ranch
  
991
  
1,025
  
3,611
  
3,238
 
Retail land sales
  
114
  
30
  
130
  
99
 
              
Total costs of sales
  
13,574
  
14,522
  
20,571
  
20,608
 
              
Gross profit
  
3,136
  
2,571
  
4,578
  
3,869
 
              
General & administrative expenses
  
2,685
  
1,369
  
4,094
  
2,647
 
              
Income (loss) from operations
  
451
  
1,202
  
484
  
1,222
 
              
Other income (expenses):
             
Profit on sales of real estate, net
  
19,472
  
102
  
19,472
  
553
 
Interest & investment income
  
804
  
245
  
1,254
  
521
 
Interest expense
  
(491
)
 
(483
)
 
(979
)
 
(1,024
)
Other
  
175
  
13
  
254
  
157
 
              
Total other income, net
  
19,960
  
(123
)
 
20,001
  
207
 
              
Income before income taxes
  
20,411
  
1,079
  
20,485
  
1,429
 
Provision for income taxes
  
7,667
  
290
  
7,692
  
381
 
              
Net income
 
$
12,744
 
$
789
 
$
12,793
 
$
1,048
 
              
Weighted-average number of shares outstanding
  
7,180
  
7,108
  
7,161
  
7,102
 
              
Per share amounts:
             
Basic
 
$
1.77
 
$
0.11
 
$
1.79
 
$
0.15
 
Fully diluted
 
$
1.74
 
$
0.11
 
$
1.75
 
$
0.14
 
Dividends
 
$
-
 
$
-
 
$
0.60
 
$
0.35
 
              
See accompanying Notes to Condensed Consolidated Financial Statements.
       
 
 
 

 
  2

 

 
ALICO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(See Accountants' Review Report)
(in thousands)
 

    
February 29,
   
ASSETS    
2004
 
August 31,
 
    
(unaudited)
 
2003
 
      
        
Current assets:
          
Cash and cash investments
   
$
23,554
 
$
16,352
 
Marketable securities
     
51,750
  
38,820
 
Accounts receivable
     
7,901
  
9,680
 
Mortgages and notes receivable
     
12,311
  
2,534
 
Inventories
     
19,410
  
21,845
 
Other current assets
     
716
  
973
 
           
Total current assets
     
115,642
  
90,204
 
           
           
Mortgages and note receivable
     
295
  
234
 
Land held for development and sale
     
5,389
  
16,587
 
Investments
     
856
  
886
 
Property, buildings and equipment
     
146,428
  
144,578
 
Less: accumulated depreciation
     
(40,796
)
 
(39,741
)
           
Total assets
    
$
227,814
 
$
212,748
 
           
See accompanying Notes to Condensed Consolidated Financial Statements.
       
 
 

 
  3

 

ALICO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(See Accountants' Review Report)
(in thousands)
(Continued)
 
 
 
  
February 29,
2004
August 31,
(unaudited)
2003
 
 
LIABILITIES & STOCKHOLDERS' EQUITY
 
     
      
Current liabilities:
     
Accounts payable
 
$
2,451
 
$
2,110
 
Accrued ad valorem taxes
  
391
  
1,519
 
Current portion of notes payable
  
3,321
  
3,321
 
Accrued expenses
  
768
  
988
 
Deferred income taxes
  
1,601
  
1,680
 
Due to profit sharing
  
-
  
350
 
Other current liabilities
  
723
  
754
 
        
Total current liabilities
  
9,255
  
10,722
 
        
Deferred revenue
  
5
  
91
 
Notes payable
  
49,443
  
54,127
 
Deferred income taxes
  
10,122
  
9,668
 
Deferred retirement benefits
  
411
  
120
 
Other non-current liability
  
17,098
  
9,609
 
Donation payable
  
1,513
  
2,229
 
        
Total liabilities
  
87,847
  
86,566
 
        
Stockholders' equity:
       
        
Common stock
  
7,229
  
7,116
 
Additional paid in cpaital
  
6,451
  
3,074
 
Accumulated other comprehensive income
  
2,747
  
961
 
Retained earnings
  
123,540
  
115,031
 
        
Total stockholders; equity
  
139,967
  
126,182
 
        
Total liabilities and stockholders' equity
 
$
227,814
 
$
212,748
 
        
See accompanying Notes to Condensed Consolidated Financial Statements.
       
 

 
  4

 

ALICO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - See Accountants' Review Report)
(in thousands)
 
Six months ended
February 29,February 28,
20042003
Cash flows from operating activities:
    Net cash provided by operating activities $        9,097  $        6,652
Cash flows from (used for) investing activities:
Purchases of property and equipment         (4,068)         (4,720)
Proceeds from sale of real estate         18,809               705
Proceeds from sales of property and equipment              670               359
Purchases of marketable securities       (14,031)         (1,767)
Proceeds from sales of marketable securities           3,938            2,626
Note receivable collections                28                 45
    Net cash used for investing activities           5,346          (2,752)
Cash flows used for financing activities:
Repayment of bank loan       (17,899)       (16,763)
Proceeds from bank loan         13,215          17,513
Proceeds from exercising stock options           1,727               453
Dividends paid         (4,284)         (2,483)
 
    Net cash provided by (used for) financing activities         (7,241)         (1,280)
    Net increase (decrease) in cash and cash investments $        7,202  $        2,620
Cash and cash investments:
  At beginning of year $      16,352  $      10,140
  At end of period $      23,554  $      12,760
Non cash investing activities:
Issuance of mortgage notes9,805 68
Fair value adjustments to securities available for sale
net of tax effects1,785 (352)
Reclassification of breeding herd to property and equipment599 700
See accompanying Notes to Condensed Consolidated Financial Statements.
 

 
  5

 

ALICO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(See Accountants' Review Report)
(in thousands except for per share data)
 
1. Basis of financial statement presentation:
 
The accompanying condensed consolidated financial statements include the accounts of Alico, Inc. and its wholly owned subsidiaries,
Saddlebag Lake Resorts, Inc. (Saddlebag) Alico-Agri, Ltd., and Agri-Insurance Company, Ltd. (Agri), 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, 2003. 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 February 29, 2004 and the consolidated results of operations and
cash flows for the three and six month periods ended February 29, 2004 and February 28, 2003.
 
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 $187 in 2004 and $196 in 2003. The results of operations for the stated periods are not necessarily indicative of
results to be expected for the full year. Certain items from 2003 have been reclassified to conform to the 2004 presentation.
 
2. Real Estate:
 
Real estate sales are recorded under the accrual method of accounting. Under this method, a sale is not recognized until certain criteria is
met including whether the profit is determinable, collectibility of the sales price and whether the earnings process is complete.
 
3. Marketable Securities Available for Sale
 
The Company has classified 100% of investments in marketable securities as available for sale and, as such, the securities are carried at
estimated fair value. Any unrealized gains and losses, net of related deferred taxes, are recorded as a net amount in a separate component
of stockholder’s equity until realized.
 
The cost and estimated fair values of marketable securities available for sale at February 29, 2004 and August 31, 2003 were as follows:
 
              
  February 29, 2004 August 31, 2003 
              
    Net Estimated   Net Estimated 
    Unrealized Fair   Unrealized Fair 
Equity securities: Cost gain (loss) Value Cost gain (loss) Value 
              
Preferred stocks  $      1,963   $         114   $      2,077   $      2,504   $       20   $      2,524  
Common stocks  4,303   358   4,661   1,893   (85) 1,808  
Mutual funds*  21,138   2,946   24,084   10,181   1,801   11,982  
              
Total equity securities                    27,404  3,418   30,822   14,578   1,736   16,314  
              
Debt securities             
              
Municipal bonds  3,321   74   3,395   515   28   543  
Mutual funds  3,536   98   3,634   8,435   (188) 8,247  
Fixed maturity funds  1,967   (9) 1,958   11,146   (31) 11,115  
Corporate bonds  11,906   35   11,941   2,762   (161) 2,601  
              
Total debt securities  20,730   198   20,928   22,858   (352) 22,506  
              
Marketable securities          
 available for sale $ 48,134  $ 3,616  $ 51,750  $ 37,436  $ 1,384  $ 38,820  
                    
 


 
  6

 

4. Mortgage and notes receivable:
 
Mortgage and notes receivable arose from real estate sales. The balances at February 29, 2004 and August 31, 2003 are as follows:
 
  February 29, 
 2004 August 31, 
 (unaudited) 2003 
      
Mortgage notes receivable on retail land sales  $     301   $        235  
Mortgage notes receivable on bulk land sales 12,215  2,420  
Other notes receivable  90   113  
      
Total mortgage and notes receivable   12,606   2,768  
Lee current portion  12,311   2,534  
      
Non-current portion $ 295  $ 234  
 
5. Inventories:
 
A summary of the Company's inventories is shown below:
 
  February 29,
2004August 31,
(unaudited) 2003 
      
Unharvested fruit crop on trees            7,320             8,135  
Unharvested sugarcane 3,264  5,159  
Beef cattle  8,061   7,892  
Sod  765   659  
      
Total inventories $ 19,410  $ 21,845  
 
Subject to prevailing market conditions, the Company may hedge a portion of its beef inventory by entering into cattle futures
contracts to reduce exposure to changes in market prices. The Company classifies these contracts as fair value hedges. The
contracts are recorded at fair market value, with any resulting gains and losses added to the cost of cattle sold. At February 29,
2004, the Company had 85 contracts with combined fair market value of $191.
 
6. Income taxes:
 
The provision for income taxes for the three and six months ended February 29, 2004 and February 28, 2003 is summarized as follows:
 
Three months endedSix months ended
Feb. 29,Feb. 28,Feb. 29,Feb. 28,
2004200320042003
Current:
  Federal income tax $  5,949  $     248  $  6,230  $     303
  State income tax        635           23         665           32
     6,584         271      6,895         335
Deferred:
  Federal income tax        978           19         720           42
  State income tax        105            -             77             4
     1,083           19         797           46
Total provision for income taxes $  7,667  $     290  $  7,692  $     381
 

 
  7

 

The Internal Revenue Service has begun its examination of the Company tax returns for the years ended August 31, 2000, 2001 and 2002,
and Agri tax returns for calendar years 2000, 2001 and 2002. Any adjustments resulting from the examination will be currently due and
payable. No adjustments have been proposed to date.
 
7. Employee Benefit Plans
The Company has a profit sharing plan covering substantially all employees. The plan was established under Internal Revenue Code
section 401(k). No contributions were made during the first six months of fiscal 2004 or 2003, respectively. Contributions are made annually
to the profit sharing plan and were $350 and $285 for the years ended August 31, 2003 and 2002, respectively.
 
Additionally, the Company has a nonqualified defined benefit retirement plan covering the officers and other key management personnel
of the Company. Details concerning this plan are as follows:
 

      Six months ended,
     
February 29,
 
February 28,
Components of net pension cost
2004
 
2003
Service cost, net of participant contributions
 
$ 113
 
$ 256
Interest cost
   
139
 
117
Expected return on plan assets
  
(156)
 
(139)
Prior service cost amortization
  
1
 
1
        
Net pension cost for defined benefit plan
  
$ 97
 
$ 235
The net benefit obligation was computed using a discount rate of 6.25%. Employer contributions to the plan for the first six months
of fiscal 2004 and 2003 were $403 and $20, respectively.
 
8. Indebtedness:
 
The Company has financing agreements with commercial banks that permit the Company to borrow up to $54 million. The outstanding
debt under these agreements was $39.7 million and $43.8 million at February 29, 2004 and August 31, 2003 respectively. In March 1999,
the Company mortgaged 7,680 acres for $19 million in connection with a $22.5 million acquisition of producing citrus and sugarcane
operations. The long-term portion of debt at February 29, 2004 and August 31, 2003 was $49.4 million and $54.1 million respectively.
 
Maturities of the indebtedness of the Company over the next five years are as follows: 2004- $3,321; 2005- $37,059; 2006- $3,312;
2007- $1,315; 2008- $1,318; and $6,439 thereafter.
 
Interest cost expensed and capitalized during the six months ended February 29, 2004 and February 28, 2003 was as follows:
 

    
2004
 
2003
       
Interest expense
  
979
1,024
Interest capitalized
  
129
123
       
Total interest cost
  
1,108
1,147
 
 
9. Other non-current liability:
 
Alico formed a wholly owned insurance subsidiary, Agri Insurance Company, Ltd. (Bermuda) ("Agri") in June of 2000. Agri was formed in
response to the lack of insurance availability, both in the traditional commercial insurance markets and governmental sponsored insurance
programs, suitable to provide coverages for the increasing number and potential severity of agricultural related events. Such events include
citrus canker, crop diseases, livestock related maladies and weather. Alico's goal included not only prefunding its potential exposures
related to the aforementioned events, but also to attempt to attract new underwriting capital if it is successful in profitably underwriting
its own potential risks as well as similar risks of its historic business partners. Alico primarily utilized its inventory of land and additional
contributed capital to bolster the underwriting capacity of Agri.

 

 
  8

 

 

Alico capitalized Agri by contributing real estate located in Lee County Florida. The real estate was transferred at its historical cost basis.
Agri received a determination letter from the Internal Revenue Service (IRS) stating that Agri was exempt from taxation provided that
net premium levels, consisting only of premiums with third parties, were below an annual stated level ($350 thousand). Third party
premiums have remained below the stated annual level. As the Lee county real estate was sold, substantial gains were generated in
Agri, creating permanent book/tax differences.

Since receiving the favorable IRS determination letter, certain transactions, entered into by other taxpayers under the same IRS
Code Section came under scrutiny and criticism by the news media. In reaction, Management has recorded a contingent liability
of $17.1 million for income taxes in the event of an IRS challenge. Management’s decision has been influenced by perceived
changes in the regulatory environment. The Company believes that it can successfully defend any such challenge, however, because
it is probable that a challenge will be made and possible that it may be successful, Management has provided for the contingency.
 
The Internal Revenue Service has begun its examination of the Company tax returns for the years ended August 31, 2000, 2001 and 2002,
and Agri tax returns for calendar years 2000, 2001 and 2002. Any adjustments resulting from the examination will be currently due and
payable. No adjustments have been proposed to date.
 

 
  9

 

10. Dividends:
 
On October 7, 2003 the Company declared a year-end dividend of $.60 per share, which was paid on October 31, 2003.
 
11. Disclosures about reportable segments:
 
Alico, Inc. has three reportable segments: citrus, sugarcane, and ranching. The commodities produced by these segments are sold to
wholesalers and processors who prepare the products for consumption. The Company's operations are located in Florida.
 
The accounting policies of the segments are the same as those described in the summary of significant accounting policies.
Alico, Inc. evaluates performance based on profit or loss from operations before income taxes. Alico, Inc.'s reportable segments are
strategic business units that offer different products. They are managed separately because each segment requires different
management techniques, knowledge and skills.
 
The following table presents information for each of the Company's operating segments as of and for the six months ended February 29, 2004:
 

         
Consolidated
 
Citrus
 
Sugarcane
 
Ranch
 
Other*
 
Total
Revenue
$ 9,893
 
$ 8,206
 
$ 4,424
 
$ 23,606
 
$ 46,129
Costs and expenses
10,287
 
6,543
 
3,611
 
5,203
 
25,644
          
Segment profit (loss)
(394)
 
1,663
 
813
 
18,403
 
20,485
          
Depreciation and amortization
1,186
 
1,150
 
714
 
192
 
3,242
          
Segment assets
$52,144
 
$49,814
 
$22,883
 
$ 102,973
 
$ 227,814
 
 
The following table presents information for each of the Company's operating segments as of and for the six months ended February 28, 2003:
 

         
Consolidated
 
Citrus
 
Sugarcane
 
Ranch
 
Other*
 
Total
Revenue
$ 11,395
 
$ 7,960
 
$ 3,263
 
$ 3,090
 
$ 25,708
Costs and expenses
10,985
 
6,286
 
3,238
 
3,770
 
24,279
          
Segment profit (loss)
410
 
1,674
 
25
 
(680)
 
1,429
          
Depreciation and amortization
1,179
 
1,215
 
766
 
240
 
3,400
          
Segment assets
$ 52,676
 
$ 48,013
 
$ 24,934
 
$ 65,014
 
$ 190,637
*Consists of rents, investments, real estate activities and other such items of a general corporate nature.
 

 
  10

 

12. Stock Option Plan
 
On November 3, 1998, the Company adopted the Alico, Inc., Incentive Equity Plan (The Plan) pursuant to which the Board of Directors of
the Company may grant options, stock appreciation rights, and/or restricted stock to certain directors and employees. The Plan authorizes
grants of shares or options to purchase up to 650,000 shares of authorized but unissued common stock. Stock options granted have a strike
price and vesting schedules which are at the discretion of the Board of Directors and determined on the effective date of the grant. The
strike price cannot be less than 55% of the market price.
 

      
Weighed
 
    
Weighted
 
average
 
    
average
 
remaining
 
    
exercise
 
contractual
 
  
Options
 
price
 
life (in years)
 
        
Balance outstanding,
       
August 31, 2001
 
84,080
 
$ 14.62
 
9
 
        
Granted
 
69,598
 
15.68
   
Exercised
 
35,831
 
15.53
   
        
Balance outstanding,
       
August 31, 2002
 
117,847
 
15.20
 
7
 
        
Granted
 
67,280
 
15.68
   
Exercised
 
35,726
 
15.53
   
        
Balance outstanding,
       
August 31, 2003
  
149,401
  
15.34
  
9
 
           
Granted
  
119,462
  
15.34
    
Exercised
  
113,187
 
$
15.57
    
           
Balance outstanding,
          
February 29, 2004
  
155,676
 
$
17.58
  
9
 

 
On February 29, 2004, there were 155,676 shares exercisable and 292,894 shares available for grant.
 
Had the Company determined compensation cost based on the fair value at the grant date for its stock options under SFAS 123, the
Company’s net income would have changed to the proforma amounts indicated below:
 

   Six months ended 
  
Feb. 29, 2004
 
Feb. 28, 2003
Net income as reported
 
$ 12,793
 
$ 1,048
Proforma net income
 
$ 12,852
 
$ 1,045
Basic earnings per share as reported
 
$ 1.79
 
$ 0.15
Proforma basic earnings per share
 
$ 1.79
 
$ 0.15
 
 
13. Future Application of Accounting Standards
 
In December 2003, the FASB issued FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities,
which addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means
other than voting rights and accordingly should consolidate the entity. FIN 46R replaces FASB Interpretation No. 46, Consolidation of
Variable Interest Entities, which was issued in January 2003. The Company will be required to apply FIN 46R to variable interests in VIEs
for periods ending after December 15, 2003, and for all other types of entities for periods ending after March 15, 2004. The adoption of
Interpretation No. 46 is not expected to have a material effect on the financial condition, results of operations, or liquidity of the Company.
 

 
  11

 

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
 
LIQUIDITY AND CAPITAL RESOURCES:
 
Working capital increased to $106.4 million at February 29, 2004, from $79.5 million at August 31, 2003. As of February 29, 2004, the
Company had cash and cash investments of $23.5 million compared to $16.4 million at August 31, 2003. Marketable securities increased
to $51.8 million from $38.8 million during the same period. The ratio of current assets to current liabilities increased to 12.50 to 1 at
February 29, 2004 up from 8.41 to 1 at August 31, 2003. Total assets increased by $15.1 million to $227.8 million at February 29, 2004,
compared to $212.7 million at August 31, 2003.
 
Management expects continued profitability from its agricultural operations in fiscal 2004. The outlook is for gross profits from citrus
operations to decline due to a large crop forecast for the industry as a whole and substantial carryover inventories for the industry.
Management also expects gross profits from sugarcane to decline as the Company's current crop is expected to be smaller in fiscal
2004 than in fiscal 2003. Gross profits from the Company's cattle operations are expected to increase due to reduced beef supplies
creating favorable market conditions for beef and an increase in the number of cattle sold.
Management believes that the Company will be able to meet its working capital requirements for the foreseeable future with internally
generated funds. In addition, the Company has credit commitments which provide for revolving credit of up to $54.0 million, of which
$14.3 million was available for the Company’s general use at February 29, 2004 (see Note 8 to condensed consolidated financial statements).
 
RESULTS OF OPERATIONS:
 
The basic business of the Company is agriculture, which is of a seasonal nature and is subject to the influence of natural phenomena and
wide price fluctuations. The results of operations for the stated periods are not necessarily indicative of results to be expected for the full
year.
 
Net income for the six months ending February 29, 2004 increased by $11.7 million when compared to the first six months of the prior year.
This was primarily due to an increase in income from real estate sales for the six months ended February 29, 2004 when compared to the
six months ended February 28, 2003 ($19.5 million vs. $0.6 million during the first six months of fiscal 2004 and 2003, respectively).
 
Income from operations decreased to $484 thousand for the first six months of fiscal 2004, compared to $1.2 million for the first six
months of fiscal 2003. The increase was largely due to an increase in general and administrative expenses due to $1.4 million of stock
options vesting in the second quarter commensurate with a change in control.
 
Earnings from agricultural activities approximated the prior year ($1.7 million vs. $1.6 million for the second quarter, and $2.1 million
during the first six months of both fiscal 2004 and 2003, respectively). For a detailed discussion of agricultural operating results
please see below.
 
Citrus
 
The citrus division reported a profit of $506 thousand for the second quarter of fiscal 2004, vs. a profit of $369 thousand for the
second quarter of fiscal 2003. The Citrus division recorded a loss of $394 thousand for the first six months of fiscal 2004, compared to
$410 thousand profit during the first six months of fiscal 2003. The current year’s Florida orange crop has been forecasted to be the
largest on record. As of February 29, 2004, it appears that the projection will be significantly correct. Accordingly, citrus prices have
declined ($4.21 vs. $4.83 average price per box at February 29, 2004 and February 28, 2003, respectively). In light of this, the
Company recorded a valuation allowance of $722 thousand against the unharvested fruit crop during the first quarter of fiscal 2004.
 
Sugarcane
 
Sugarcane earnings were $1.2 million for both the second quarter of fiscal 2004 and 2003. Sugarcane earnings were $1.7 million for the
six months ending February 29, 2004 and the six months ended February 28, 2003.
 

 
  12

 

Ranching

Ranch earnings during the second quarter of fiscal 2004 approximated those of the second quarter of prior year ($89 thousand vs. $121
thousand for the second quarter of fiscal 2004 and 2003, respectively). For the first six months of fiscal 2004, ranch earnings have increased
when compared to the same period a year ago ($813 thousand vs. $25 thousand for the six months ended February 29, 2004 and February 28,
2003 respectively). Cattle prices have averaged significantly higher during fiscal 2004 than in fiscal 2003 ($.93 vs. $.69 per pound for the first
six months of fiscal 2004 and 2003, respectively), and is the primary cause of the increase.
 
During December 2003, a cow in Washington State tested positive for bovine spongiform encephalopathy (BSE a/k/a "mad cow disease").
This has caused some foreign countries to ban beef imports from the United States. Although there have been price declines since the
BSE discovery, the incident appears to be isolated and beef prices are still well above prior year levels. The Company has no reason to
believe its beef herd is subject to any risk from this disease.
 
General Corporate

The Company is continuing its marketing and permitting activities for its land that surrounds Florida Gulf Coast University in Lee County,
Florida. There are sales contracts in place for all this property, totaling $138.4 million. The agreements are at various stages in the due
diligence process with closing dates expected over the next two years. The contracts are subject to various contingencies and there is no
assurance that they will close.
 
The Company formed Agri-Insurance Company, Ltd. (Agri) a wholly owned subsidiary, during July of 2000. The insurance company was
initially capitalized by transferring cash and approximately 3,000 acres of the Lee County property. Through Agri, the Company has been
able to underwrite previously uninsurable risk related to catastrophic crop and other losses. The coverages currently underwritten by
Agri will indemnify insureds for the loss of the revenue stream resulting from a catastrophic event that would cause a grove to be replanted.
To expedite the creation of the capital liquidity necessary to underwrite the Company's exposure to catastrophic losses, another 5,600 acres
were transferred during fiscal 2001. Agri underwrote a limited amount of coverage for Ben Hill Griffin, Inc. during fiscal years 2001 - 2004,
and in August 2002, Agri began insuring the Alico, Inc., citrus groves. As Agri gains underwriting experience and increases its liquidity,
it will be able to increase its insurance programs. Due to Agri's limited operating history, it would be difficult, if not impossible, to speculate
about the impact that Agri could have on the Company's financial position, results of operations and liquidity in future periods. Since the
coverages that have been written, as liquidity has been generated, are primarily for the benefit of Alico, the financial substance of this
venture is to insure risk that is inherent in the Company's existing operations.
 
During the third quarter of fiscal 2003, the Company entered into a limited partnership with Agri to manage Agri's real estate holdings.
Agri transferred all of the Lee County property and associated sales contracts to the limited partnership, Alico-Agri, Ltd (Alico-Agri) in
return for a 99% partnership interest. Alico, Inc. transferred $1.2 million cash for a 1% interest. The creation of the partnership allows
Agri to concentrate solely on insurance matters while utilizing Alico's knowledge of real estate management.
 
In the fourth quarter of fiscal 2003, the Company, through Alico-Agri, completed the sale of 313 acres in Lee County, Florida to Airport
Interstate Associates, LLC. The sales price was $9.7 million and resulted in a gain of $8.7 million. Additionally, Alico-Agri completed the
sale of 40 acres in Lee County, Florida to University Club Apartments/Gulf Coast, LLC. The sales price of the property was $5.5 million
and generated a gain of $4.7 million.
 
During the fourth quarter of fiscal 2003, the Company sold 358 acres in Hendry County, Florida for $669 thousand. The sale generated a
gain of $335 thousand. Additionally, the Company sold 266 acres in Polk County, Florida for $617 thousand, generating a gain of $612
thousand.
 
During the second quarter of fiscal 2004, the Company, through Alico-Agri, completed the sale of 244 acres in Lee County, Florida. The
sales price was $30.9 million and resulted in a gain of $19.7 million. The sale generated $20.9 million cash with the remaining $10 million
held in the form of a mortgage receivable due in December 2004.
 
Off Balance Sheet Arrangements
______________________________
The Company has no off balance sheet arrangements that have, or are reasonably likely to have any material impact on the Company’s
current or future financial condition, revenues, or results of operations.
 

 
  13

 

Disclosure of Contractual Obligations
_____________________________________
 
Contractual obligations of the Company are outlined below:
 
February 29, 2004
(in thousands)
 


  
Less than
1 - 3
3-5
5 +
Contractual obligations
Total
1 year
years
years
years
 
Long-term debt
 
$ 52,764
 
$ 3,321
 
$ 40,371
 
$ 2,633
 
$ 6,439
 
Leases (Operating & capital)
  
-
  
-
  
-
  
-
  
-
 
Purchase obligations (donation)
  
2,236
  
723
  
1,513
  
-
  
-
 
Other long-term liabilities
  
27,636
  
109
  
17,306
  
80
  
10,141
 
                 
Total
  
82,636
  
4,153
  
59,190
  
2,713
  
16,580
 

 
August 31, 2003
(in thousands)
 

  
Less than
1 - 3
3-5
5 +
Contractual obligations
Total
1 year
years
years
years
 
Long-term debt
 
$
57,448
 
$
3,321
 
$
39,576
 
$
4,633
 
$
9,918
 
Leases (Operating & capital)
  
-
  
-
  
-
  
-
  
-
 
Purchase obligations (donation)
  
2,983
  
754
  
1,459
  
770
  
-
 
Other long-term liabilities
  
19,488
  
-
  
9,820
  
180
  
9,488
 
Total
  
79,919
  
4,075
  
50,855
  
5,583
  
19,406
 

Critical Accounting Policies and Estimates
__________________________________________
The preparation of the Company’s financial statements and related disclosures in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and judgments that affect the reported amounts of assets and
liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, management evaluates
the estimates and assumptions based upon historical experience and various other factors and circumstances. Management believes that
the estimates and assumptions are reasonable in the circumstances; however, actual results may vary from these estimates and assumptions
under different future circumstances. The following critical accounting policies that affect the more significant judgments and estimates
used in the preparation of our consolidated financial statements are discussed below.
 
Alico records inventory at the lower of cost or market. Management regularly assesses estimated inventory valuations based on current
and forecasted usage of the related commodity and any other relevant factors that affect the net realizable value.
 
Based on fruit buyers’ and processors’ advances to growers, stated cash and futures markets combined experience in the industry,
management reviews the reasonableness of the citrus revenue accrual. Adjustments are made throughout the year to these estimates as
relevant information regarding the citrus market becomes available. Fluctuation in the market prices for citrus fruit has caused the Company
to recognize additional revenue from the prior year's crop totaling $187 thousand during fiscal 2004 and $196 thousand in fiscal 2003.

In accordance with Statement of Position 85-3 "Accounting by Agricultural Producers and Agricultural Cooperatives", the cost of growing
crops (citrus and sugarcane) are capitalized into inventory until the time of harvest. Once a given crop is harvested, the related inventoried
costs are recognized as cost of sales to provide an appropriate matching of costs incurred with the related revenue earned. The inventoried
cost of each crop is then compared with the estimated net realizable value (NRV) of the crop and any costs in excess of the NRV are
immediately recognized as cost of sales.
 

 
  14

 

Cautionary Statement
____________________
Readers should note, in particular, that this Form 10-Q contains forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that involve substantial risks and uncertainties. When used in this
document, or in the documents incorporated by reference herein, the words "anticipate", "believe", "estimate", "may", "intend" and
other words of similar meaning, are likely to address the Company’s growth strategy, financial results and/or product development
programs. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the
forward-looking statements contained herein. The considerations listed herein represent certain important factors the Company believes
could cause such results to differ. These considerations are not intended to represent a complete list of the general or specific risks that
may effect the Company. It should be recognized that other risks, including general economic factors and expansion strategies, may be
significant, presently or in the future, and the risks set forth herein may affect the Company to a greater extent than indicated.
 
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
 
No changes
 
ITEM 4. Controls and Procedures
 
Evaluation of disclosure controls and procedures
 
The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the
Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures as of February 29, 2004 pursuant to Exchange Act Rule 13a-15 and 15d-15. Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in
timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the
Company’s periodic Securities and Exchange Commission filings. No significant deficiencies or material weaknesses in the Company’s
disclosure controls and procedures were identified in the evaluation and therefore, no corrective actions were taken.
 
Changes in internal controls
 
There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation.
 

 
  15

 

FORM 10-Q
PART II. OTHER INFORMATION
 
ITEMS 1-5 have been omitted as there are no items to report during this interim period.
 
ITEM 6. Exhibits and reports on Form 8-K.
 
(a) Exhibits:
Exhibit 11. Computation of Weighted Average Shares Outstanding at November 30, 2003.
Exhibit 31.1 Rule 13a-14(a) certifications.
Exhibit 31.2 Rule 13a-14(a) certifications.
Exhibit 32.1 Section 1350 certifications.
Exhibit 32.1 Section 1350 certifications.
Exhibit 99. Accountant's Review Report. 
 
(b) Reports on Form 8-K.
January 5, 2004 announcing real estate sale by Alico-Agri
January 30, 2004 providing tax ruling announcement pursuant to settlement agreement
February 17, 2004 announcing acceleration of real estate gain
February 26, 2004 announcing change in beneficial ownership and board of directors
February 26, 2004 change in control of Alico, Inc.
 
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)                         /s/ W. Bernard Lester January 3, 2005 W. Bernard Lester Date President Chief Executive Officer (Signature)                         /s/ L. Craig Simmons January 3, 2005 L. Craig Simmons Date Vice President Chief Financial Officer (Signature)                         /s/ Patrick W. Murphy January 3, 2005 Patrick W. Murphy Date Controller (Signature)