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 six months ended February 28, 1997 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 April 11, 1997.
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 Six Months Ended Feb. 28, 1997 Feb. 29, 1996 Feb. 28, 1997 Feb. 29, 1996 _______________________________ _______________________________ Revenue: Citrus $ 9,825,628 $ 7,133,182 $11,919,099 $11,303,342 Sugarcane 3,517,719 4,022,309 4,595,426 5,408,633 Ranch 1,661,053 195,692 2,499,460 1,730,263 Rock products and sand 265,317 213,244 611,262 447,636 Oil lease and land rentals 146,898 112,345 287,236 183,493 Forest products 45,066 37,970 71,994 77,420 Profit on sales of real estate 11,383,964 79,993 11,407,683 96,901 Interest and investment income 351,232 259,647 594,828 611,279 Other 37,228 65,852 58,868 85,796 ___________ ___________ ___________ ___________ Total revenue 27,234,105 12,120,234 32,045,856 19,944,763 ___________ ___________ ___________ ___________ Cost and expenses: Citrus production, harvesting and marketing 8,596,388 5,631,314 10,385,419 9,005,962 Sugarcane production and harvesting 3,263,134 3,146,714 4,091,272 4,198,186 Ranch 1,343,907 143,914 1,909,478 1,672,830 Real estate expenses 116,373 161,650 229,745 258,854 Interest 60,332 173,393 309,275 309,704 Other, general and administrative 626,462 704,327 1,328,997 1,354,914 ____________ ___________ ___________ ___________ Total costs and expenses 14,006,596 9,961,312 18,254,186 16,800,450 ____________ ___________ ___________ ___________ Income before income taxes 13,227,509 2,158,922 13,791,670 3,144,313 Provision for income taxes 4,970,392 758,888 5,152,521 1,096,953 ____________ ___________ ___________ ___________ Net income 8,257,117 1,400,034 8,639,149 2,047,360 Retained earnings beginning of period 69,420,999 66,301,277 70,093,141 68,113,690 Dividends paid - - (1,054,174) (2,459,739) ___________ ___________ ___________ ___________ Retained earnings end of period $77,678,116 $67,701,311 $77,678,116 $67,701,311 ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ Weighted average number of shares outstanding 7,027,827 7,027,827 7,027,827 7,027,827 ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ Per share amounts: Net income $ 1.17 $ .20 $ 1.23 $ .29 Dividends $ - $ - $ .15 $ .35 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) February 28, 1997 August 31, 1996 _________________ _______________ ASSETS Current assets: Cash and cash investments $ 1,197,542 $ 1,428,059 Marketable Securities 10,650,840 9,626,025 Accounts and mortgage notes receivable 10,809,745 10,299,983 Inventories 11,812,928 13,284,527 Prepaid expenses 99,992 124,752 Interest receivable 137,173 113,286 ____________ ____________ Total current assets 34,708,220 34,876,632 Mortgage notes receivable, non-current 1,462,805 1,531,947 Land held for development and sale 7,940,582 7,777,942 Investments 872,472 1,016,526 Property, buildings and equipment 98,173,314 97,029,453 Less: Accumulated depreciation (28,221,557) (27,728,927) ____________ ____________ Total assets $114,935,836 $114,503,573 ____________ ____________ ____________ ____________ CONDENSED CONSOLIDATED BALANCE SHEETS (See Accountants' Review Report) (Continued) (Unaudited) (Audited) February 28, 1997 August 31, 1996 LIABILITIES _________________ _______________ Current liabilities: Accounts payable $ 1,043,127 $ 1,070,092 Due to profit sharing plan - 223,152 Accrued ad valorem taxes 277,635 1,095,427 Accrued donation (See Note 6) 1,231,666 1,236,340 Accrued expenses 72,784 142,047 Income taxes payable 5,212,210 190,639 Deferred income taxes 990,289 1,157,169 ____________ ____________ Total current liabilities 8,827,711 5,114,866 Note payable to bank 9,431,000 20,630,000 Deferred income taxes 11,220,405 11,291,936 Deferred retirement benefits 110,961 84,117 ____________ ____________ Total liabilities 29,590,077 37,120,919 ____________ ____________ STOCKHOLDERS' EQUITY Common stock $ 7,027,827 $ 7,027,827 Unrealized gains on marketable securities 639,816 261,686 Retained earnings 77,678,116 70,093,141 ____________ ____________ Total stockholders' equity 85,345,759 77,382,654 ____________ ____________ Total liabilities and stockholders' equity $114,935,836 $114,503,573 ____________ ____________ ____________ ____________ See Accompanying notes to condensed consolidated financial statements.
ALICO, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (See Accountants' Review Report) (Unaudited) Six Months Ended Feb. 28, 1997 Feb. 29, 1996 ______________________________ Cash flows from operating activities: Net income $ 8,639,149 $ 2,047,360 Adjustments to reconcile net income to cash provided from operating activities: Depreciation 2,122,293 2,093,538 Accrued donation (4,674) (188,446) Net increase in current assets and liabilities 5,076,945 (840,910) Deferred income taxes (466,550) 147,446 Gain on sale of real estate (11,407,683) - Other 289,868 (584,794) ___________ ___________ Net cash provided from operating activities 4,249,348 2,674,194 ___________ ___________ Cash flows from (used for) investing activities: Purchases of property and equipment (3,575,782) (3,584,697) Proceeds from sales of real estate 10,952,060 - Proceeds from sales of other property and equipment 379,415 204,693 Purchases of marketable securities (2,548,667) (3,013,372) Proceeds from sales of marketable securites 2,469,760 2,601,252 ___________ ___________ Net cash provided by (used for) investing activities 7,676,786 (3,792,124) ___________ ___________ Cash flows from (used for) financing activities: Notes receivable collections 96,523 23,635 Repayment of bank loan (18,513,000) (6,441,000) Proceeds from bank loan 7,314,000 9,736,000 Dividends paid (1,054,174) (2,459,739) ___________ ___________ Net cash provided from (used for) financing activities (12,156,651) 858,896 ___________ ___________ Net decrease in cash and cash investments $ (230,517) $ (259,034) ___________ ___________ ___________ ___________ Supplemental disclosures of cash flow information: Cash paid for interest, net of amount capitalized $ 372,364 $ 300,528 ___________ ___________ ___________ ___________ Cash paid for income taxes $ 597,500 $ 1,105,000 ___________ ___________ ___________ ___________ 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, 1996. 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 28, 1997 and August 31, 1996 and the consolidated results of operations and cash flows for the six months ended February 28, 1997 and February 29, 1996. 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 $1,007,211 in 1997 and $1,087,772 in 1996. The results of operations for the stated periods are not necessarily indicative of results to be expected for the full year. 2. Accounts and mortgage notes receivable: 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: February 28, August 31, 1997 1996 ___________ ___________ Unharvested fruit crop on trees $ 5,212 $ 7,064 Unharvested sugarcane 491 2,231 Beef cattle 6,026 3,937 Sod 84 53 _______ _______ Total inventories $11,813 $13,285 _______ _______ _______ _______
FORM 10-Q 4. Income taxes: The provision for income taxes for the quarters and six months ended February 28, 1997 and February 29, 1996 is summarized as follows: Three Months Ended Six Months Ended Feb. 28, 1997 Feb. 29, 1996 Feb. 28, 1997 Feb. 29, 1996 _______________________________ _____________________________ Current: Federal income tax $4,611,748 $ 521,295 $4,798,649 $ 870,158 State income tax 786,695 82,118 820,422 140,440 __________ __________ __________ __________ 5,398,443 603,413 5,619,071 1,010,598 __________ __________ __________ __________ Deferred: Federal income tax (386,761) 140,477 (421,546) 78,025 State income tax (41,290) 14,998 (45,004) 8,330 __________ __________ __________ __________ (428,051) 155,475 (466,550) 86,355 __________ __________ __________ __________ Total provision for income taxes $4,970,392 $ 758,888 $5,152,521 $1,096,953 __________ __________ __________ __________ __________ __________ __________ __________ 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 and six months ended February 28, 1997 and February 29, 1996: Three Months Ended Six Months Ended February 28, February 29, February 28, February 29, 1997 1996 1997 1996 _______________________________ _____________________________ Expected income tax $4,497,353 $ 734,033 $4,689,168 $1,069,066 Increase (decrease) resulting from: State income taxes, net of federal benefit 480,159 78,369 500,638 114,139 Nontaxable interest and dividends (29,490) (38,004) (52,429) (80,104) Other reconciling items, net 22,370 (15,510) 15,144 (6,148) __________ __________ __________ __________ Total provision for income taxes $4,970,392 $ 758,888 $5,152,521 $1,096,953 __________ __________ __________ __________ __________ __________ __________ __________
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 reduced the current deferred tax liability by $737,000. Interest totaling $263,000 was recognized for the year ending August 31, 1996. 5. Indebtedness: The Company has financing agreements with commercial banks that permit the Company to borrow up to $30 million. The financing agreements allow the Company to borrow up to $27,000,000 which is due in 1998 and up to $3,000,000 which is due on demand. The total amount of long-term debt under these agreements at February 28, 1997 and August 31, 1996 was $9,431,000 and $20,630,000, respectively. Interest cost expensed and capitalized during the six months ended February 28, 1997 and February 29, 1996 was as follows: 1997 1996 ________ ________ Interest expensed $309,275 $309,704 Interest capitalized 291,932 344,122 ________ ________ Total interest cost $601,207 $653,826 ________ ________ ________ ________ 6. Commitment: During October 1992 the Company entered into an agreement to donate 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, 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 declined to $25,880,509 at February 28, 1997, down from $29,761,766 at August 31, 1996. As of February 28, 1997, the Company had cash and cash investments of $1,197,542 compared to $1,428,059 at August 31, 1996. Marketable securities increased from $9,626,025 to $10,650,840 during the same period. The ratio of current assets to current liabilities decreased from 6.82 to 1 at August 31, 1996 to 3.93 to 1 at February 28, 1997. Total assets increased by $432,263 from $114,503,573 at August 31, 1996 to $114,935,836 at February 28, 1997. The working capital decrease ($3,881,257) is primarily the result of an increase in income taxes payable ($5,212,210 at February 28, 1997 vs. $190,639 at August 31, 1996). A large real estate sale ($11,500,000 gross price) to the State of Florida was closed in the second quarter of fiscal 1997, generating a large portion of the tax liability. The proceeds from the sale were used to reduce the note payable. In connection with a financing agreement with commercial banks (See Note 5 under Notes to Condensed Consolidated Financial Statements), the Company has an unused availability of funds of approximately $20.6 million at February 28, 1997. RESULTS OF OPERATIONS: Net income for the three months ending February 28, 1997 increased by $6,857,083 over the second quarter of fiscal 1996, and $6,591,789 over the six-month period then ended. Income before income taxes increased $11,068,587 and $10,647,357 for the three and six months ended February 28, 1997, respectively, when compared to the same periods a year ago. This was due to the sale of approximately 21,700 acres of land in Hendry County, Florida, to the State of Florida for $11.5 million. The pretax gain from the sale totaled $11,334,156. Earnings from agriculture activities decreased from the prior year ($1,800,971 vs. $2,429,241 for the second quarter, and $2,627,816 vs. $3,565,260 during the first half of fiscal 1997 and 1996, respectively). Citrus earnings decreased both for the quarter ($1,229,240 during fiscal 1997 vs. $1,501,868 during fiscal 1996) and for the six months ($1,533,680 during fiscal 1997 vs. $2,297,380 during fiscal 1996) ended February 28, 1997 when compared to the prior year. Despite an increase in boxes harvested, lower prices for citrus products is the primary reason for the decline in earnings for this division. Sugarcane earnings were lower for both the quarter ($254,585 during fiscal 1997 vs. $875,595 during fiscal 1996) and for the six months ended February 28, 1997 ($504,154 in 1997 vs. $1,210,447 in 1996) when compared to the prior year. Fewer tons were harvested due to the adverse effects of less than optimal growing conditions. Specifically, we experienced a freeze during February 1996 and drought conditions during the summer months of the growing season. FORM 10-Q ITEM 2. Management's Discussion RESULTS OF OPERATIONS (Continued): Ranch earnings improved substantially during both the quarter and six months ended February 28, 1997 when compared to the prior year ($317,146 vs. $51,778 for the three months ended February 28, 1997 and February 29, 1996, respectively), and ($589,982 vs. $57,433 for the six months ending February 28, 1997 and February 29, 1996, respectively). Improved prices for beef products, coupled with lower feed costs, the result of more abundant grain supplies, have generated the improvement. The Company is cautiously optimistic that these trends will continue. Construction continues on the new Florida Gulf Coast University, scheduled to open in August 1997. The Company is continuing its marketing and permit activities for its land which surrounds the University site. During November of 1996, the Company announced an agreement with Miromar Development, Inc. of Montreal, Canada to sell 550 acres of land surrounding the University site in Lee County for $9.35 million. The contract could possibly close as early as the fall of 1997. The contract calls for 25 percent of the purchase price to be paid at closing, with the balance payable over the next four years. If the sale closes, it will generate a pretax gain of approximately $8.7 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 February 28, 1997. 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) April 11, 1997 W. Bernard Lester Date Exeuctive Vice President and Chief Operating Officer (Signature) April 11, 1997 L. Craig Simmons Date Vice President and Chief Financial Officer (Signature) April 11, 1997 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 February 28, 1997, and the related condensed consolidated statements of operations and retained earnings for the three-month and six-month periods ended February 28, 1997 and February 29, 1996, and the related condensed consolidated statements of cash flows for the six-month periods ended February 28, 1997 and February 29, 1996. 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 procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted 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, 1996 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 4, 1996, 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, 1996, 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 April 4, 1997 FORM 10-Q ALICO, INC. Computation of Weighted Average Shares Outstanding as of February 28, 1997: Number of shares outstanding at August 31, 1996 7,027,827 _________ _________ Number of shares outstanding at February 28, 1997 7,027,827 _________ _________ Weighted Average 9/1/96 - 2/28/97 7,027,827 _________ _________ EXHIBIT B