UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
þ
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
 
 
 
For the Quarterly Period Ended June 30, 2018
 
 
 
 
 
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
incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
10070 Daniels Interstate Court,
 
 
 Suite 100, Fort Myers, FL
 
33913
(Address of principal executive offices)
 
(Zip Code)
239-226-2000
(Registrant’s telephone number, including area code)

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. þYes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þYes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
¨
Accelerated filer
þ
Non-accelerated filer
¨
Smaller Reporting Company
¨
Emerging Growth Company
¨
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨ No þ
There were 8,199,957 shares of common stock outstanding at August 3, 2018.
 




ALICO, INC.
FORM 10-Q
For the three and nine months ended June 30, 2018 and 2017
Table of Contents

 
 




Part 1 - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited).
Index to Condensed Consolidated Financial Statements
 
Page





 
ALICO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
 
 
 
 
 
 
 
 
 
June 30,
 
September 30,
 
 
2018
 
2017
 
 
(Unaudited)
 
 
 
ASSETS
 
 

 
Current assets:
 
 
 

 
Cash and cash equivalents
$
26,553

 
$
3,395

 
Accounts receivable, net
8,796

 
4,286

 
Inventories
29,726

 
36,204

 
Assets held for sale
10,295

 
20,983

 
Prepaid expenses and other current assets
2,558

 
1,621

 
Total current assets
77,928

 
66,489

 
 
 
 
 
 
Property and equipment, net
337,235

 
349,337

 
Goodwill
2,246

 
2,246

 
Deferred financing costs, net of accumulated amortization
198

 
262

 
Other non-current assets
1,009

 
848

 
Total assets
$
418,616

 
$
419,182

 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
Current liabilities:
 
 
 

 
Accounts payable
$
3,061

 
$
3,192

 
Accrued liabilities
6,348

 
6,781

 
Long-term debt, current portion
5,250

 
4,550

 
Other current liabilities
856

 
1,460

 
Total current liabilities
15,515

 
15,983

 
 
 
 
 
 
Long-term debt:
 
 
 
 
Principal amount, net of current portion
171,805

 
181,926

 
Less: deferred financing costs, net
(1,613
)
 
(1,767
)
 
Long-term debt less current portion and deferred financing costs, net
170,192

 
180,159

 
Deferred income tax liabilities
27,757

 
27,108

 
Deferred gain on sale
24,788

 
26,440

 
Deferred retirement obligations
4,053

 
4,123

 
Total liabilities
242,305

 
253,813

 
Commitments and Contingencies (Note 11)


 


 
Stockholders' equity:
 
 
 

 
Preferred stock, no par value, 1,000,000 shares authorized; none issued

 

 
Common stock, $1.00 par value, 15,000,000 shares authorized; 8,416,145 and 8,416,145 shares issued and 8,192,398 and 8,238,830 shares outstanding at June 30, 2018 and September 30, 2017, respectively
8,416

 
8,416

 
Additional paid in capital
19,168

 
18,694

 
Treasury stock, at cost, 223,747 and 177,315 shares held at June 30, 2018 and September 30, 2017, respectively
(7,854
)
 
(6,502
)
 
Retained earnings
150,885

 
140,033

 
Total Alico stockholders' equity
170,615

 
160,641

 
Noncontrolling interest
5,696

 
4,728

 
Total stockholders' equity
176,311

 
165,369

 
Total liabilities and stockholders' equity
$
418,616

 
$
419,182

See accompanying notes to the condensed consolidated financial statements.

1



 
ALICO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
Nine Months Ended June 30,
 
 
2018
 
2017
 
2018
 
2017
 
Operating revenues:
 
 
 
 
 
 
 
 
Alico Citrus
$
25,711

 
$
49,993

 
$
77,499

 
$
122,537

 
Conservation and Environmental Resources
544

 
1,151

 
1,400

 
1,789

 
Other Operations
262

 
374

 
751

 
837

 
Total operating revenues
26,517

 
51,518

 
79,650

 
125,163

 
Operating expenses:
 

 
 

 
 
 
 
 
Alico Citrus
13,697

 
35,059

 
56,102

 
90,067

 
Conservation and Environmental Resources
864

 
1,451

 
3,054

 
2,726

 
Other Operations
42

 

 
165

 
93

 
Total operating expenses
14,603

 
36,510

 
59,321

 
92,886

 
Gross profit
11,914

 
15,008

 
20,329

 
32,277

 
General and administrative expenses
2,955

 
3,709

 
9,914

 
10,896

 
Income from operations
8,959

 
11,299

 
10,415

 
21,381

 
Other (expense) income:
 

 
 

 
 
 
 
 
Interest expense
(2,188
)
 
(2,223
)
 
(6,682
)
 
(6,924
)
 
Gain on sale of real estate, property and equipment and assets held for sale
7,248

 
157

 
9,083

 
1,989

 
Other income (expense), net
14

 
(96
)
 
158

 
(120
)
 
Total other (expense) income, net
5,074

 
(2,162
)
 
2,559

 
(5,055
)
 
Income before income taxes
14,033

 
9,137

 
12,974

 
16,326

 
Provision for income taxes
4,941

 
3,665

 
674

 
6,713

 
Net income
9,092

 
5,472

 
12,300

 
9,613

 
Net income (loss) attributable to noncontrolling interests
8

 
7

 
32

 
(36
)
 
Net income attributable to Alico, Inc. common stockholders
$
9,100

 
$
5,479

 
$
12,332

 
$
9,577

 
Per share information attributable to Alico, Inc. common stockholders:
 
 
 
 
 
 
 
 
Earnings per common share:
 

 
 

 
 
 
 
 
Basic
$
1.11

 
$
0.66

 
$
1.50

 
$
1.15

 
Diluted
$
1.09

 
$
0.66

 
$
1.48

 
$
1.15

 
Weighted-average number of common shares outstanding:
 

 
 

 
 
 
 
 
Basic
8,228

 
8,293

 
8,243

 
8,315

 
Diluted
8,324

 
8,364

 
8,314

 
8,340

 
 
 
 
 
 
 
 
 
 
Cash dividends declared per common share
$
0.06

 
$
0.06

 
$
0.18

 
$
0.18


See accompanying notes to the condensed consolidated financial statements.

2



 
ALICO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
 
 
 
 
 
 
 
 
 
Nine Months Ended June 30,
 
 
2018
 
2017
 
Net cash provided by operating activities:


 


 
Net income
$
12,300

 
$
9,613

 
Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

 
Deferred gain on sale of sugarcane land
(767
)
 
(422
)
 
Depreciation, depletion and amortization
10,327

 
11,529

 
Deferred income tax provision
649

 
4,437

 
Gain on sale of real estate, property and equipment and assets held for sale
(8,315
)
 
(1,338
)
 
Impairment of long-lived assets
1,855

 

 
Non-cash interest expense on deferred gain on sugarcane land
1,021

 
1,060

 
Stock-based compensation expense
1,337

 
1,230

 
Other
(285
)
 
145

 
Changes in operating assets and liabilities:
 

 
 

 
Accounts receivable
(4,510
)
 
(7,104
)
 
Inventories
6,478

 
17,350

 
Prepaid expenses and other assets
(892
)
 
(621
)
 
Accounts payable and accrued expenses
(594
)
 
(6,826
)
 
Income tax payable

 
1,539

 
Other liabilities
(2,485
)
 
(1,692
)
 
Net cash provided by operating activities
16,119

 
28,900

 
 
 
 
 
 
Cash flows from investing activities:
 

 
 

 
Purchases of property and equipment
(12,129
)
 
(11,450
)
 
Net proceeds from sale of property and equipment and assets held for sale
31,671

 
3,016

 
Notes receivable
(379
)
 

 
Other

 
155

 
Net cash provided by (used in) investing activities
19,163

 
(8,279
)
 
 
 
 
 
 
Cash flows from financing activities:
 

 
 

 
Repayments on revolving lines of credit
(21,424
)
 
(70,770
)
 
Borrowings on revolving lines of credit
21,424

 
65,770

 
Principal payments on term loans
(9,421
)
 
(8,061
)
 
Treasury stock purchases
(2,215
)
 
(2,174
)
 
Dividends paid
(1,480
)
 
(1,496
)
 
Capital contribution received from noncontrolling interest
1,000

 

 
Capital lease obligation payments
(8
)
 
(571
)
 
Net cash used in financing activities
(12,124
)
 
(17,302
)
 
 
 
 
 
 
Net increase in cash and cash equivalents
23,158

 
3,319

 
Cash and cash equivalents at beginning of the period
3,395

 
6,625

 
 
 
 
 
 
Cash and cash equivalents at end of the period
$
26,553

 
$
9,944

 

See accompanying notes to the condensed consolidated financial statements.

3



ALICO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation
Description of Business
 
Alico, Inc. (“Alico”), together with its subsidiaries (collectively, the “Company", "we", "us" or "our”), is a Florida agribusiness and land management company owning approximately 117,000 acres of land throughout Florida, including approximately 90,000 acres of mineral rights. The Company manages its land based upon its primary usage, and reviews its performance based upon two primary classifications - Alico Citrus (formerly Orange Co.) and Conservation and Environmental Resources. Financial results are presented based upon its three business segments (Alico Citrus, Conservation and Environmental Resources and Other Operations). 

Basis of Presentation
The Company has prepared the accompanying financial statements on a condensed consolidated basis. These accompanying unaudited condensed consolidated interim financial statements, which are referred to herein as the “Financial Statements", have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to Article 10-01 of Regulation S-X of the U.S. Securities and Exchange Commission ("SEC") for interim financial information. These Financial Statements do not include all of the disclosures required for complete annual financial statements and, accordingly, certain information, footnotes and disclosures normally included in annual financial statements, prepared in accordance with U.S. GAAP, have been condensed or omitted in accordance with SEC rules and regulations. Accordingly, the Financial Statements should be read in conjunction with the Company's audited Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017, as filed with the SEC on December 11, 2017.
The Financial Statements presented in this Form 10-Q are unaudited. However, in the opinion of management, such Financial Statements include all adjustments, consisting solely of normal recurring adjustments, necessary to present fairly the financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP applicable to interim periods.
Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the current fiscal year ending September 30, 2018. All intercompany transactions and account balances between the consolidated businesses have been eliminated.

Segments

Operating segments are defined in the criteria established under the Financial Accounting Standards Board - Accounting Standards Codification (“FASB ASC”) Topic 280 as components of public entities that engage in business activities from which they may earn revenues and incur expenses for which separate financial information is available and which is evaluated regularly by the Company’s chief operating decision maker (“CODM”) in deciding how to assess performance and allocate resources. The Company’s CODM assesses performance and allocates resources based on three operating segments: Alico Citrus (formerly Orange Co.), Conservation and Environmental Resources and Other Operations.

Principles of Consolidation

The Financial Statements include the accounts of Alico, Inc. and the accounts of all the subsidiaries in which a controlling interest is held by the Company. Under U.S. GAAP, consolidation is generally required for investments of more than 50% of the outstanding voting stock of an investee, except when control is not held by the majority owner. The Company’s subsidiaries include: Alico Land Development, Inc., Alico-Agri, Ltd., Alico Plant World, LLC, Alico Fruit Company, LLC, Alico Citrus Nursery, LLC, Alico Chemical Sales, LLC, 734 Citrus Holdings LLC and subsidiaries, Alico Fresh Fruit LLC, Alico Skink Mitigation, LLC and Citree Holdings 1, LLC. The Company considers the criteria established under FASB ASC Topic 810, “Consolidations” in its consolidation process. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities as of the date of the accompanying Financial Statements, the disclosure of contingent assets and liabilities in the Financial Statements and the accompanying Notes, and the reported amounts of revenues and expenses and cash flows during the periods presented. Actual results could differ from those estimates based upon future events. The Company evaluates estimates on an ongoing basis. The estimates are based on current and expected economic

4



conditions, historical experience, the experience and judgment of the Company’s management and various other specific assumptions that the Company believes to be reasonable. The Company evaluates its assumptions and estimates on an ongoing basis and may employ outside experts to assist in the Company’s evaluations.

Reclassifications

Certain prior year amounts have been reclassified in the accompanying Financial Statements for consistent presentation to the current period. These reclassifications had no impact on net income, equity, cash flows or working capital.

Noncontrolling Interest in Consolidated Subsidiary
 
The Financial Statements include all assets and liabilities of the less-than-100%-owned subsidiary the Company controls, Citree Holdings I, LLC (“Citree”). Accordingly, the Company has recorded a noncontrolling interest in the equity of such entity. Citree had a net loss of approximately $15,000 for each of the three months ended June 30, 2018 and 2017, respectively, and a net loss of approximately $65,000 and net income of approximately $73,000 for the nine months ended June 30, 2018 and 2017, respectively, of which 51% is attributable to the Company.

Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standard Update ("ASU") 2014-09, “Revenue from Contracts with Customers,” as a new ASC topic (Topic 606). The core principle of this ASU is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU further provides guidance for any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards (for example, lease contracts). The FASB subsequently issued ASU 2015-14 to defer the effective date of ASU 2014-09 until annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with earlier adoption permitted. The FASB also recently issued ASU 2016-10, "Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing," and 2016-12, "Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients," that clarify or amend the original Topic 606. ASU 2014-09 can be adopted using one of two retrospective transition methods: 1) retrospectively to each prior reporting period presented or 2) as a cumulative-effect adjustment as of the date of adoption. The Company has reviewed ASU 2014-09 and does not expect this new guidance to have a material impact on its consolidated financial statements.

Seasonality
 
Historically, the second and third quarters of Alico's fiscal year produce the majority of the Company's annual revenue. Working capital requirements are typically greater in the first and fourth quarters of the fiscal year, coinciding with harvesting cycles. Due to Hurricane Irma, in the three months ended June 30, 2018, Alico produced a smaller percentage of boxes harvested, as compared to the estimated totals for the full harvest season, than in past years. As a result, the working capital requirements varied from the typical trends historically experienced in the current year. Because of the seasonality of the business, results for any quarter are not necessarily indicative of the results that may be achieved for the full fiscal year.



Note 2. Inventories

Inventories consist of the following at June 30, 2018 and September 30, 2017:
(in thousands)
June 30,
 
September 30,
 
2018
 
2017
Unharvested fruit crop on the trees
$
27,724

 
$
32,145

Beef cattle

 
1,954

Other
2,002

 
2,105

Total inventories
$
29,726

 
$
36,204

The Company records its inventory at the lower of cost or net realizable value. For the three and nine months ended June 30, 2018 the Company recorded a net realizable adjustment on inventories of approximately $110,000. For the three and nine months ended June 30, 2017, the Company did not record any adjustments to reduce inventory to net realizable value. 

5




On January 25, 2018, the Company sold its breeding herd to a third party and as a result the value of the Beef Cattle inventory was expensed.

In September 2017, the State of Florida's citrus business, including the Company's unharvested citrus crop, was significantly impacted by Hurricane Irma. For the year ended September 30, 2017, the Company recorded a casualty loss on its inventory. In calculating this casualty loss, the Company made certain estimates. As of June 30, 2018, there were no revisions to these estimates which required any further inventory losses to be recorded.

In the three and nine months ended June 30, 2018, the Company received insurance proceeds relating to Hurricane Irma of approximately $460,000 for property and casualty damage claims and approximately $3,725,000 for crop claims. Subsequent to June 30, 2018, the Company has received approximately $5,192,000 in additional insurance proceeds relating to crop claims, which have been recorded in operating expenses. The Company has additional property and casualty and crop insurance claims outstanding and is awaiting determination of additional proceeds to be received.

In addition to the commercial insurance claims which have been submitted, the Company may be eligible for Irma federal relief programs distributed by the Farm Service Agency under the 2017 Wildfires and Hurricane Indemnity Program (2017 WHIP) as well as block grants that will be administered through the State of Florida.  The specifics of these programs are still being finalized, and at this time, the Company cannot determine the amount of federal relief funds, if any, which will be received or when these funds will be disbursed.



Note 3. Assets Held for Sale

In accordance with its strategy to dispose of non-core and under-performing assets, the following assets have been classified as assets held for sale as of June 30, 2018 and September 30, 2017:

(in thousands)
Carrying Value
 
June 30,
 
September 30,
 
2018
 
2017
Office Building
$

 
$
3,214

Nursery - Gainesville

 
6,500

Chancey Bay (Citrus Grove)

 
4,179

Gal Hog

 
70

Breeding Herd

 
5,858

Trailers
637

 
1,162

Island Pond (Citrus Grove)
5,878

 

Rawle (Citrus Grove)
3,680

 

Parcels on East Ranch
100

 

     Total Assets Held For Sale
$
10,295

 
$
20,983


On May 2, 2018, the Company sold its Gal Hog property for approximately $7,300,000 and recognized a gain of approximately $6,709,000.

On March 30, 2018, the Company sold property located on its Winter Haven location for approximately $225,000 and recognized a loss of approximately $50,000. This asset was classified as an asset held for sale during the first quarter of fiscal 2018.

On February 12, 2018, the Company sold its property at Chancey Bay for approximately $4,200,000 and realized a loss of approximately $51,000. As part of the transaction, the Company agreed to pay the purchaser rent of $200,000 in exchange for Alico retaining the rights of harvesting and selling of the fruit in the 2017/2018 harvest season.

On February 9, 2018, the Company sold its nursery located in Gainesville for approximately $6,500,000 and realized a gain of approximately $111,000.


6



On January 25, 2018, the Company sold its breeding herd to a third party for approximately $7,800,000. As part of this transaction, the purchaser is also leasing grazing and other rights on the Alico Ranch from the Company at a rate of $100,000 per month.

On January 19, 2018, the Company sold certain trailers to a third party for $500,000. The Company received $125,000 and the remaining portion is to be paid in accordance with a promissory note, which bears interest at 5%, over three years.

On October 30, 2017, the Company sold its corporate office building in Fort Myers, Florida for $5,300,000 and realized a gain of approximately $1,751,000. The sales agreement provides that the Company lease back a portion of the office space for five years.

The Company recorded an impairment loss in operating expenses of approximately $4,131,000 during fiscal year 2017 on these assets classified as assets held for sale at September 30, 2017.

The Company has used a portion of the proceeds to pay down debt (see Note 5. "Long-Term Debt and Lines of Credit") and repurchase common shares in the open market, and plans to use the remaining cash proceeds from the sale of these assets towards future working capital requirements and other corporate purposes.

In June 2018, the Company's Board of Directors approved listing its Island Pond and Rawle properties, as well as property located on the East Ranch, for sale. As a result, the Company reclassified the net book value of the properties of approximately $9,660,000 to assets held for sale as of June 30, 2018. The estimated fair value of the Island Pond property was less than the net book value, and, as such, the Company recorded an impairment in operating expenses of approximately $1,855,000 as a result of the reclassification. The estimated fair value of the Island Pond property exceeded the net book value, and no impairment was recognized as a result of the reclassification.

On June 29, 2018, the Company executed a contract to sell 1,294 acres for a parcel of property located at the East Ranch for approximately $3,200,000.



Note 4. Property and Equipment, Net

Property and equipment, net consists of the following at June 30, 2018 and September 30, 2017:

(in thousands)
June 30,
 
September 30,
 
2018
 
2017
Citrus trees
$
258,924

 
$
258,949

Equipment and other facilities
52,491

 
54,592

Buildings and improvements
8,040

 
8,835

Total depreciable properties
319,455

 
322,376

Less: accumulated depreciation and depletion
(87,670
)
 
(82,443
)
Net depreciable properties
231,785

 
239,933

Land and land improvements
105,450

 
109,404

Net property and equipment
$
337,235

 
$
349,337


On March 15, 2018, the Company sold certain parcels comprised of citrus trees and land located on its Ranch One grove for approximately $586,000 and recognized a loss of approximately $87,000. As part of the transaction, the revenues generated from these parcels during the 2017/2018 harvest season were allocated to the purchaser.


7



Note 5. Long-Term Debt and Lines of Credit

The following table summarizes long-term debt and related deferred financing costs net of accumulated amortization at June 30, 2018 and September 30, 2017:

 
June 30, 2018
 
September 30, 2017
 
Principal
 
Deferred Financing Costs, Net
 
Principal
 
Deferred Financing Costs, Net
 
(in thousands)
 
 
 
 
 
 
 
 
Long-term debt, net of current portion:
 
 
 
 
 
 
 
Met Fixed-Rate Term Loans
$
97,500

 
$
865

 
$
99,062

 
$
954

Met Variable-Rate Term Loans
47,438

 
398

 
49,594

 
439

Met Citree Term Loan
4,950

 
45

 
5,000

 
49

Pru Loans A & B
17,707

 
245

 
23,030

 
258

Pru Loan E
4,730

 
19

 
4,895

 
25

Pru Loan F
4,730

 
41

 
4,895

 
42

 
177,055

 
1,613

 
186,476

 
1,767

Less current portion
5,250

 

 
4,550

 

Long-term debt
$
171,805

 
$
1,613

 
$
181,926

 
$
1,767


The following table summarizes lines of credit and related deferred financing costs net of accumulated amortization at June 30, 2018 and September 30, 2017:

 
June 30, 2018
 
September 30, 2017
 
Principal
 
Deferred Financing Costs, Net
 
Principal
 
Deferred Financing Costs, Net
 
(in thousands)
 
 
 
 
 
 
 
 
Lines of Credit:
 
 
 
 
 
 
 
RLOC
$

 
$
71

 
$

 
$
109

WCLC

 
127

 

 
153

Lines of Credit
$

 
$
198

 
$

 
$
262


Future maturities of long-term debt and lines of credit as of June 30, 2018 are as follows:
(in thousands)
 
 
 
Due within one year
$
5,250

Due between one and two years
10,950

Due between two and three years
10,975

Due between three and four years
14,825

Due between four and five years
10,755

Due beyond five years
124,300

 
 
Total future maturities
$
177,055


8




Interest costs expensed and capitalized were as follows:
(in thousands)
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
Nine Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Interest expense
$
2,188

 
$
2,223

 
$
6,682

 
$
6,924

Interest capitalized
166

 
74

 
447

 
201

Total
$
2,354

 
$
2,297

 
$
7,129

 
$
7,125

Credit Facilities

The Company's credit facilities initially consisted of $125,000,000 in fixed interest rate term loans (“Met Fixed-Rate Term Loans”), $57,500,000 in variable interest rate term loans (“Met Variable-Rate Term Loans”), and a $25,000,000 revolving line of credit (“RLOC”) with Metropolitan Life Insurance Company and New England Life Insurance Company (collectively “Met”), and a $70,000,000 working capital line of credit (“WCLC”) with Rabo Agrifinance, Inc. (“Rabo”).

The term loans and RLOC are secured by real property. The security for the term loans and RLOC consists of approximately 38,200 gross acres of citrus groves and 5,762 gross acres of ranch land. The WCLC is collateralized by the Company’s current assets and certain other personal property owned by the Company.

The term loans, collectively, are subject to quarterly principal payments of $2,281,250, and mature November 1, 2029. The Met Fixed-Rate Term Loans bear interest at 4.15% per annum, and the Met Variable-Rate Term Loans bear interest at a rate equal to 90 day LIBOR plus 150 basis points (the “LIBOR spread”). The LIBOR spread was adjusted by the lender on May 1, 2017 and is subject to further adjustment by the lender on May 1, 2019 and every two years thereafter until maturity. Interest on the term loans is payable quarterly.
The interest rates on the Met Variable-Rate Term Loans were 4.01% per annum and 2.96% per annum as of June 30, 2018 and September 30, 2017, respectively. 
The Company may prepay up to $8,750,000 of the Met Fixed-Rate Term Loan principal annually without penalty, and any such prepayments may be applied to reduce subsequent mandatory principal payments. The maximum annual prepayment was made for calendar year 2015. During the first and second quarter of fiscal 2018, the Company elected not to make its principal payment and utilized its prepayment to satisfy its principal payment requirements for such quarters. At June 30, 2018, the Company had $5,625,000 remaining available to reduce future mandatory principal payments should the Company elect to do so. The Met Variable-Rate Term Loans may be prepaid without penalty.
The RLOC bears interest at a floating rate equal to 90 day LIBOR plus 150 basis points, payable quarterly. The LIBOR spread was adjusted by the lender on May 1, 2017 and is subject to further adjustment every two years thereafter. Outstanding principal, if any, is due at maturity on November 1, 2019. The RLOC is subject to an annual commitment fee of 25 basis points on the unused portion of the line of credit. The RLOC is available for funding general corporate needs. The variable interest rate was 4.01% and 2.96% per annum as of June 30, 2018 and September 30, 2017, respectively. Availability under the RLOC was $25,000,000 as of June 30, 2018.
The WCLC is a revolving credit facility and is available for funding working capital and general corporate requirements. The interest rate on the WCLC is based on the one month LIBOR, plus a spread, which is adjusted quarterly, based on the Company's debt service coverage ratio for the preceding quarter and can vary from 175 to 250 basis points. The rate is currently at LIBOR plus 175 basis points. The variable interest rate was 3.73% per annum and 2.99% per annum as of June 30, 2018 and September 30, 2017, respectively. The WCLC agreement was amended on September 30, 2017, and the primary terms of the amendment were an extension of the maturity to November 1, 2019. There were no changes to the commitment amount or interest rate. Availability under the WCLC was approximately $59,700,000 as of June 30, 2018 and September 30, 2017, respectively.
The WCLC is subject to a quarterly commitment fee on the daily unused availability under the line computed as the commitment amount less the aggregate of the outstanding loans and outstanding letters of credit. The commitment fee is adjusted quarterly based on Alico's debt service coverage ratio for the preceding quarter and can vary from a minimum of 20 basis points to a maximum of 30 basis points. Commitment fees to date have been charged at 20 basis points.

9



The outstanding balance on the WCLC was $0 at June 30, 2018. The WCLC agreement provides for Rabo to issue up to $20,000,000 in letters of credit on the Company’s behalf. As of June 30, 2018, there was approximately $10,300,000 in outstanding letters of credit, which correspondingly reduced the Company's availability under the line of credit.

These credit facilities noted above are subject to various covenants including the following financial covenants: (i) minimum debt service coverage ratio of 1.10 to 1.00, (ii) tangible net worth of at least $160,000,000 increased annually by 10% of consolidated net income for the preceding year, or approximately $162,300,000 for the year ended September 30, 2017, (iii) minimum current ratio of 1.50 to 1.00, (iv) debt to total assets ratio not greater than .625 to 1.00, and, solely in the case of the WCLC, (v) a limit on capital expenditures of $30,000,000 per fiscal year. During the three months ended June 30, 2018, the Company entered into a Consent and Waiver amendment to the WCLC Agreement to increase the amount of permitted sales allowed and to allow for a sales leaseback transaction. As of June 30, 2018, the Company was in compliance with all of the financial covenants.
The credit facilities also include a Met Life term loan collateralized by real estate owned by Citree (“Met Citree Loan”). This is a $5,000,000 credit facility that bears interest at a fixed rate of 5.28% per annum. An initial advance of $500,000 was made at closing on March 4, 2014. The loan agreement was amended to provide for an interim advance of $2,000,000 on September 17, 2015, and the interest rate was adjusted to 5.30% per annum at the time of the interim advance. The final $2,500,000 advance was funded on April 27, 2016 and the interest rate was adjusted to 5.28%. Principal payments on this term loan commenced February 1, 2018 and are payable quarterly thereafter. The loan matures in February 2029.

Silver Nip Citrus Debt

There are two fixed-rate term loans, with an original combined balance of $27,550,000, bearing interest at 5.35% per annum (“Pru Loans A & B”). Principal of $290,000 is payable quarterly, together with accrued interest. On February 15, 2015, Silver Nip Citrus made a prepayment of $750,000. In addition, the Company made prepayments of approximately $4,453,000 in the second fiscal quarter of 2018 with the sale of certain properties which were collateralized under these loans. The Company may prepay up to $5,000,000 of principal without penalty. As such, the Company exceeded the allowed $5,000,000 prepayment by approximately $203,000 and was required to make a premium payment of approximately $22,000. The loans are collateralized by real estate in Collier, Hardee, Highlands, Martin, Osceola and Polk Counties, Florida and mature on June 1, 2029 and June 1, 2033.
 
Silver Nip Citrus entered into two additional fixed-rate term loans with Prudential to finance the acquisition of a 1,500 acre citrus grove on September 4, 2014. Each loan was in the original amount of $5,500,000. Principal of $55,000 per loan is payable quarterly, together with accrued interest. One loan bears interest at 3.85% per annum (“Pru Loan E”), while the other bears interest at 3.45% per annum (“Pru Loan F”). The interest rate on Pru Loan E is subject to adjustment on September 1, 2019 and every year thereafter until maturity. Both loans are collateralized by real estate in Charlotte County, Florida. Pru Note E matures September 1, 2021, and Pru Note F matures September 1, 2039.

The Silver Nip Citrus credit agreements were amended on December 1, 2016. The primary terms of the amendments were (1) the Company provided a limited $8,000,000 guaranty of the Silver Nip debt, (2) the limited personal guarantees provided by George Brokaw, Remy Trafelet and Clayton Wilson prior to the Company’s merger with Silver Nip Citrus, and also totaling $8,000,000, were released and (3) the consolidated current ratio covenant requirement was reduced from 1.50 to 1.00 to 1.00 to 1:00. Silver Nip Citrus was in compliance with the current ratio covenant as of June 30, 2018, the most recent measurement date.

Other Modifications of Rabo and Prudential Credit Agreements
 
In February 2015, Rabo agreed, subject to certain conditions, that the Company may loan Silver Nip Citrus up to $7,000,000 on a revolving basis for cash management purposes. These advances would be funded from either cash on hand or draws on the Company’s WCLC. Silver Nip Citrus has provided a $7,000,000 limited guaranty and security agreement granting Rabo a security interest in crops, accounts receivable, inventory and certain other assets. This modification required the amendment of various Prudential and Rabo loan documents and mortgages.


10



Note 6. Accrued Liabilities
Accrued Liabilities consist of the following at June 30, 2018 and September 30, 2017:
(in thousands)
June 30,
 
September 30,
 
2018
 
2017
 
 
 
 
Ad valorem taxes
$
1,482

 
$
2,648

Accrued interest
1,185

 
1,165

Accrued employee wages and benefits
2,197

 
1,320

Accrued dividends
491

 
494

Current portion of deferred retirement obligations
345

 
315

Accrued insurance
92

 
166

Other accrued liabilities
556

 
673

Total accrued liabilities
$
6,348

 
$
6,781




Note 7.    Income Taxes

On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the “Act”) was signed into law. The Act contains significant changes to corporate taxes, including a permanent reduction of the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s statutory rate for fiscal year ended September 30, 2018 will be 24.5%, based on a fiscal year blended rate calculation. The 21% U.S. corporate tax rate will apply to fiscal years ending September 30, 2019 and each year thereafter.

Additionally, the Act requires a one-time remeasurement of certain tax related assets and liabilities.  During the first quarter ended December 31, 2017, the Company made certain estimates related to the impact of the Act including the remeasurement of deferred taxes at the new expected tax rate and a revised effective tax rate for the year ended September 30, 2018. The amounts recorded in the nine months ended June 30, 2018 for the remeasurement of deferred taxes principally relate to the reduction in the U.S. corporate income tax rate. During the second and third quarter ended June 30, 2018, the Company made certain updates to the estimates used during the first quarter, which resulted in a change to the remeasurement. For the nine months ended June 30, 2018, the Company has recorded a tax benefit of approximately $10,000,000 to account for these deferred tax impacts.

As of June 30, 2018, the Company has a capital loss carryforward of approximately $24,600,000, which will expire on September 30, 2018. Management believes that it is more likely than not that the full benefit of this deferred tax asset will not be realized. In recognition of this risk, the Company has provided for a valuation allowance for the nine months ended June 30, 2018 of approximately $6,100,000 on the deferred tax asset.


Note 8. Earnings Per Common Share
Basic earnings per share for Alico's common stock is calculated by dividing net income attributable to Alico, Inc. common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted earnings per common share is similarly calculated, except that the calculation includes the dilutive effect of the assumed issuance of common shares issuable under equity-based compensation plans in accordance with the treasury stock method, except where the inclusion of such common shares would have an anti-dilutive impact.


11



For the three and nine months ended June 30, 2018 and 2017, basic and diluted earnings per common share were as follows:

(in thousands except per share amounts)
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
Nine Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
Net income attributable to Alico, Inc. common stockholders
$
9,100

 
$
5,479

 
$
12,332

 
$
9,577

 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding - basic
8,228

 
8,293

 
8,243

 
8,315

Dilutive effect of equity-based awards
96

 
71

 
71

 
25

Weighted average number of common shares outstanding - diluted
8,324

 
8,364

 
8,314

 
8,340

 
 
 
 
 
 
 
 
Net income per common shares attributable to Alico, Inc. common stockholders:
 
 
 
 
 
 
 
Basic
$
1.11

 
$
0.66

 
$
1.50

 
$
1.15

Diluted
$
1.09

 
$
0.66

 
$
1.48

 
$
1.15


The computation of diluted earnings per common share for the three and nine months ended June 30, 2018 and 2017 includes the impact of certain equity awards because they are dilutive. Such awards are comprised of 750,000 stock options granted to Executive Officers (see Note 12. "Related Party Transactions") during the three months ended December 31, 2016.




Note 9. Segment Information
Segments
Total revenues represent sales to unaffiliated customers, as reported in the Condensed Consolidated Statements of Operations. Goods and services produced by these segments are sold to wholesalers and processors in the United States who prepare the products for consumption. The Company evaluates the segments’ performance based on direct margins (gross profit) from operations before general and administrative expenses, interest expense, other income (expense) and income taxes, not including nonrecurring gains and losses.

12



Information by operating segment is as follows:
(in thousands)
Three Months Ended June 30,
 
Nine Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Revenues:
 
 
 
 
 
 
 
Alico Citrus
$
25,711

 
$
49,993

 
$
77,499

 
$
122,537

Conservation and Environmental Resources
544

 
1,151

 
1,400

 
1,789

Other Operations
262

 
374

 
751

 
837

Total revenues
26,517

 
51,518

 
79,650

 
125,163

 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
Alico Citrus
13,697

 
35,059

 
56,102

 
90,067

Conservation and Environmental Resources
864

 
1,451

 
3,054

 
2,726

Other Operations
42

 

 
165

 
93

Total operating expenses
14,603

 
36,510

 
59,321

 
92,886

 
 
 
 
 
 
 
 
Gross profit (loss):
 
 
 
 
 
 
 
Alico Citrus
12,014

 
14,934

 
21,397

 
32,470

Conservation and Environmental Resources
(320
)
 
(300
)
 
(1,654
)
 
(937
)
Other Operations
220

 
374

 
586

 
744

Total gross profit
$
11,914

 
$
15,008

 
$
20,329

 
$
32,277

 
 
 
 
 
 
 
 
Depreciation, depletion and amortization:
 
 
 
 
 
 
 
Alico Citrus
$
3,342

 
$
3,508

 
$
10,106

 
$
10,529

Conservation and Environmental Resources
29

 
150

 
119

 
469

Other Operations
15

 
3

 
42

 
66

Other Depreciation, Depletion and Amortization
19

 
72

 
60

 
465

Total depreciation, depletion and amortization
$
3,405

 
$
3,733

 
$
10,327

 
$
11,529


(in thousands)
June 30,
 
September 30,
 
2018
 
2017
Assets:
 
 
 
Alico Citrus
$
400,596

 
$
387,972

Conservation and Environmental Resources
5,299

 
13,845

Other Operations
10,695

 
10,974

Other Corporate Assets
2,026

 
6,391

Total Assets
$
418,616

 
$
419,182


Note 10. Stockholders' Equity

The Company recognizes stock-based compensation expense for (i) Board of Directors fees (paid in treasury stock), and (ii) the Stock Incentive Plan of 2015 (paid in restricted stock and stock options). Stock-based compensation expense is recognized in general and administrative expenses in the Condensed Consolidated Statements of Operations.

Stock Compensation - Board of Directors

The Board of Directors can either elect to receive stock compensation or cash for their fees for services provided. Stock-based compensation expense relating to the Board of Director fees was approximately $238,000 and $621,000 for the three and nine months ended June 30, 2018, and approximately $163,000 and $581,000 for the three and nine months ended June 30, 2017, respectively.

13




Restricted Stock

In fiscal year 2015, the Company awarded 12,500 restricted shares of the Company’s common stock (“Restricted Stock”) to two senior executives under the 2015 Plan at a weighted average fair value of $49.49 per common share, vesting over three to five years. 

In November 2017, a senior executive was awarded 5,000 restricted shares of the Company’s common stock (“Restricted Stock”) under the 2015 Plan at a weighted average fair value of $31.95 per common share, vesting over approximately three years.

Stock compensation expense related to the Restricted Stock totaled approximately $37,000 and $100,000 for the three and nine months ended June 30, 2018, respectively, and approximately $27,000 and $238,000 for the three and nine months ended June 30, 2017, respectively. There was approximately $209,000 and $149,000 of total unrecognized stock compensation costs related to unvested stock compensation for the Restricted Stock grants at June 30, 2018 and September 30, 2017, respectively.

Stock Option Grant

On December 31, 2016, the Company entered into new employment agreements (collectively, the “Employment Agreements”) with each of Remy W. Trafelet, Henry R. Slack, and George R. Brokaw (collectively, the “Executives”). Mr. Trafelet serves as the President and Chief Executive Officer of the Company, Mr. Slack serves as the Executive Chairman of the Company, and Mr. Brokaw serves as the Executive Vice Chairman of the Company, and each of them continues to serve on the Company’s Board of Directors.

A stock option grant of 300,000 options in the case of Mr. Trafelet and 225,000 options in the case of each of Messrs. Slack and Brokaw (collectively, the “Option Grants”) were granted on December 31, 2016. The option price was set at $27.15, the closing price on December 31, 2016. The Option Grants will vest as follows: (i) 25% of the options will vest if the price of the Company’s common stock during a consecutive 20-trading day period exceeds $60.00; (ii) 25% of the options will vest if such price exceeds $75.00; (iii) 25% of the options will vest if such price exceeds $90.00; and (iv) 25% of the options will vest if such price exceeds $105.00. If the applicable stock price hurdles have not been achieved by (A) the second anniversary of the Executive’s termination of employment, if the Executive’s employment is terminated due to death or disability, (B) the date that is 18 months following the Executive’s termination of employment, if the Executive’s employment is terminated by the Company without cause, by the Executive with good reason, or due to the Executive’s retirement, or (C) the date of the termination of the Executive’s employment for any other reason, then any unvested options will be forfeited. In addition, if the applicable stock price hurdles have not been achieved by the fifth anniversary of the grant date (or the fourth anniversary of the grant date, in the case of the tranche described in clause (i) above), then any unvested options will be forfeited. The Option Grants will also become vested to the extent that the applicable stock price hurdles are satisfied in connection with a change in control of the Company.

Stock compensation expense related to the options totaled approximately $205,000 and $616,000 for the three and nine months ended June 30, 2018, respectively, and approximately $205,000 and $411,000 for the three and nine months ended June 30, 2017, respectively. At June 30, 2018 and September 30, 2017, there was approximately $1,414,000 and $2,030,000 of total unrecognized stock compensation costs related to unvested share-based compensation for the option grants, respectively. The total unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.83 years.

The fair value of the Option Grants was estimated on the date of grant using a Monte Carlo valuation model that uses the assumptions noted in the following table. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding; the range given below results from different time-frames for the various market conditions being met.

Expected Volatility
32.19
%
Expected Term (in years)
2.6 - 4.0

Risk Free Rate
24.5
%

The weighted-average grant-date fair value of the Option Grants was $3.53. There were no additional stock options granted, exercised or forfeited for the three and nine months ended June 30, 2018.


14



Stock Repurchase Authorizations

In fiscal year 2017, the Board of Directors authorized the repurchase of up to $7,000,000 of the Company’s common stock in two separate authorizations (the "2017 Authorization"). In March 2017, the Board of Directors authorized the repurchase of up to $5,000,000 of the Company’s common stock beginning March 9, 2017 and continuing through March 9, 2019. In May 2017, the Board of Directors authorized the repurchase of up to an additional $2,000,000 of the Company’s common stock beginning May 24, 2017 and continuing through May 24, 2019. The stock repurchases made under this repurchase were made through open market transactions at times and in such amounts as the Company’s broker determined subject to the provisions of SEC Rule 10b-18.

For the three and nine months ended June 30, 2018, the Company purchased 64,741 shares at a cost of $2,009,117 and 72,266 shares at a cost of $2,214,756, respectively, under the 2017 Authorization. As of June 29, 2018, the Company terminated its stock repurchase activity; however, if the Company chooses to resume repurchasing stock it has $1,721,427 available, in accordance with the 2017 Authorization.

In fiscal year 2016, the Board of Directors authorized the repurchase of up to 50,000 shares of the Company’s outstanding common stock beginning February 18, 2016 and continuing through February 17, 2017 (the "2016 Authorization"). No shares were repurchased under the 2016 Authorization.

The following table illustrates the Company’s treasury stock activity for the nine months ended June 30, 2018:

(in thousands, except share amounts)
 
 
 
 
Shares
 
Cost
Balance as of September 30, 2017
177,315

 
$
6,502

Purchased
72,266

 
2,215

Issued to employees and directors
(25,834
)
 
(863
)
 
 
 
 
Balance as of June 30, 2018
223,747

 
$
7,854


Capital Contribution

On April 16, 2018, all operating partners of Citree received a funding notice relating to an additional Cash Capital Contribution (“Contribution”) requirement of approximately $2,041,000 as a result of Hurricane Irma reducing the amount of crop available for sale in the 2017-2018 harvest season and the Company adopting a more extensive caretaking plan focused on limiting the impact of citrus greening. The Company’s portion of the Contribution was approximately $1,041,000 and was funded on April 27, 2018. The remaining portion of the Contribution of $1,000,000 was funded by the noncontrolling parties.



Note 11. Commitments and Contingencies
Letters of Credit
The Company had outstanding standby letters of credit in the total amount of approximately $10,300,000 at June 30, 2018 and September 30, 2017, respectively, to secure its various contractual obligations.

Legal Proceedings

From time to time, Alico may be involved in litigation relating to claims arising out of its operations in the normal course of business. There are no other current legal proceedings to which the Company is a party or of which any of its property is subject that it believes will have a material adverse effect on its financial position, results of operations or cash flows.

Purchase Commitments

The Company enters into contracts for the purchase of citrus trees during the normal course of its business. As of June 30, 2018, the Company had approximately $2,678,000 relating to outstanding commitments for these purchases, which will be paid upon delivery.


15



Note 12. Related Party Transactions

Clayton G. Wilson

The Company entered into a Separation and Consulting Agreement with Clayton G. Wilson (the “Separation and Consulting Agreement”), the Company’s Chief Executive Officer, pursuant to which Mr. Wilson stepped down as Chief Executive Officer of the Company effective as of December 31, 2016. Under the Separation and Consulting Agreement, Mr. Wilson also acknowledged and agreed that he would continue to be bound by the restrictive covenants set forth in his Employment Agreement with the Company. The Separation and Consulting Agreement provided that, subject to his execution, delivery, and non-revocation of a general release of claims in favor of the Company, Mr. Wilson would be entitled to vesting of any unvested portion of the restricted stock award granted to him under his Employment Agreement. In addition, the Separation and Consulting Agreement provided that Mr. Wilson serve as a consultant to the Company during 2017 and would receive an aggregate consulting fee of $750,000 for such services (payable $200,000 in an initial lump sum, $275,000 in a lump sum on July 1, 2017, and $275,000 in six equal monthly installments commencing July 31, 2017 and ending December 31, 2017). As of December 31, 2017 the Company satisfied its obligation to Mr. Wilson in full. The Company expensed approximately $0 and $187,500 under the Consulting and Non-Competition Agreement for the three and nine months ended June 30, 2018, respectively, and expensed $187,000 and $375,000 for the three and nine months ended June 30, 2017, respectively. Mr. Wilson resigned as a member of the Company’s Board of Directors effective February 27, 2017.
Remy W. Trafelet, Henry R. Slack, and George R. Brokaw
On December 31, 2016, the Company entered into new employment agreements (collectively, the “Employment Agreements”) with each of Remy W. Trafelet, Henry R. Slack, and George R. Brokaw (collectively, the “Executives”). Mr. Trafelet serves as the President and Chief Executive Officer of the Company, Mr. Slack serves as the Executive Chairman of the Company, and Mr. Brokaw serves as the Executive Vice Chairman of the Company, and each of them continues to serve on the Company’s Board of Directors. The Employment Agreements provide for an annual base salary of $400,000 in the case of Mr. Trafelet and $250,000 in the case of each of Messrs. Slack and Brokaw and, additionally, provided for payment to the Executives an amount in cash equal to $400,000 to Mr. Trafelet and $250,000 to each of Messrs. Slack and Brokaw within five business days of December 31, 2016.

As part of their employment agreements, each of the Executives was granted stock options. A stock option grant of 300,000 options in the case of Mr. Trafelet, and 225,000 options in the case of each of Messrs. Slack and Brokaw (collectively, the “Option Grants”) was provided. The Option Grants vest in accordance with the terms as described in Note 10.

The Employment Agreements also provide that, if the applicable Executive’s employment is terminated by the Company without “cause” or the applicable Executive resigns with “good reason” (as each such term is defined in the Employment Agreements), then, subject to his execution, delivery, and non-revocation of a general release of claims in favor of the Company, the Executive will be entitled to cash severance in an amount equal to 24 months (in the case of Mr. Trafelet) or 18 months (in the case of Messrs. Slack and Brokaw) of the Executive’s annual base salary.

The Employment Agreement includes various restrictive covenants in favor of the Company, including a confidentiality covenant, a nondisparagement covenant, and 12-month post-termination noncompetition and customer and employee nonsolicitation covenants.

Beginning June 26, 2017, both Messrs. Slack and Brokaw agreed to waive payment of their salaries.

Ken Smith

On March 20, 2015, Ken Smith tendered his resignation as Chief Operating Officer, and as an employee of the Company. Mr. Smith’s resignation included a waiver of any rights to any payments under his Change-in-Control Agreement with the Company. On March 20, 2015, the Company and Mr. Smith also entered into a Consulting and Non-Competition Agreement under which (i) Mr. Smith provided consulting services to the Company during the three-year period after the resignation date, (ii) Mr. Smith agreed to be bound by certain non-competition covenants relating to the Company’s citrus operations and non-solicitation and non-interference covenants for a period of two years after the resignation date, and (iii) the Company paid Mr. Smith $925,000 for such services and covenants. The Company did not incur any expense under the Consulting and Non-Competition Agreement for the three months ended June 30, 2018 and 2017, respectively, and expensed $0 and $100,000 for the nine months ended June 30, 2018 and 2017, respectively.
  

16



Shared Services Agreement

The Company has a shared services agreement with Trafelet Brokaw Capital Management, L.P. (“TBCM”), whereby the Company will reimburse TBCM for use of office space and various administrative and support services. The agreement has recently been renewed through December 31, 2018. The annual cost of the office and services is approximately $618,000. The Company expensed approximately $149,000 and $223,000 under the Shared Services Agreement for the three months ended June 30, 2018 and 2017, respectively, and approximately $443,000 and for both the nine months ended June 30, 2018 and 2017.


17



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the accompanying Condensed Consolidated Financial Statements and related Notes thereto. Additional context can also be found in Alico's Annual Report on Form 10-K for the fiscal year ended September 30, 2017 as filed with the Securities and Exchange Commission (“SEC”) on December 11, 2017.
 
Cautionary Statement Regarding Forward-Looking Information

We provide forward-looking information in this Quarterly Report on Form 10-Q, particularly in this Management’s Discussion and Analysis and Results of Operations, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on our current expectations, estimates and projections about our business based, in part, on assumptions made by our management. Factors which may cause future outcomes to differ materially from those foreseen in forward-looking statements include, but are not limited to: changes in laws, regulation and rules; weather conditions that affect production, transportation, storage, demand, import and export of fresh product and their by-products, increased pressure from diseases including citrus greening and citrus canker, as well as insects and other pests; disruption of water supplies or changes in water allocations; pricing and supply of raw materials and products; market responses to industry volume pressures; pricing and supply of energy; changes in interest rates; availability of financing for land development activities and other growth and corporate opportunities; onetime events; acquisitions and divestitures; seasonality; our ability to achieve the anticipated cost savings under the Alico 2.0 Modernization program; labor disruptions; inability to pay debt obligations; inability to engage in certain transactions due to restrictive covenants in debt instruments; government restrictions on land use; changes in agricultural land values; changes in dividends; and market and pricing risks due to concentrated ownership of stock. These assumptions are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those Risks Factors described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017 and our Quarterly Reports on Form 10-Q.

Business Overview

Business Description

Alico, Inc. (the "Company") generates operating revenues primarily from the sale of its citrus products and conservation and resources operations. The Company operates as three business segments and substantially all of its operating revenues are generated in the United States. For the three and nine months ended June 30, 2018, Alico generated operating revenues of approximately $26,517,000 and $79,650,000, respectively, income from operations of approximately $8,959,000 and $10,415,000, respectively, and net income attributable to common stockholders of approximately $9,100,000 and approximately $12,332,000, respectively. Cash provided by operating activities was approximately $16,119,000 during the nine months ended June 30, 2018.

Business Segments

Operating segments are defined in the criteria established under the Financial Accounting Standards Board - Accounting Standards Codification (“FASB ASC”) Topic 280 as components of public entities that engage in business activities from which they may earn revenues and incur expenses for which separate financial information is available and which is evaluated regularly by the Company’s chief operating decision maker (“CODM”) in deciding how to assess performance and allocate resources. The Company’s CODM assesses performance and allocates resources based on three operating segments: Alico Citrus (formerly Orange Co.), Conservation and Environmental Resources and Other Operations.
 
The Company operates three segments related to its various land holdings, as follows:
 
Alico Citrus includes activities related to planting, owning, cultivating and/or managing citrus groves in order to produce fruit for sale to fresh and processed citrus markets, including activities related to the purchase and resale of fruit and value-added services, which include contracting for the harvesting, marketing and hauling of citrus;

Conservation and Environmental Resources includes activities related to sod, native plant sales, leasing, management and/or conservation of unimproved native pasture land; and


18



Other Operations consists of activities related to rock mining royalties and other insignificant lines of business. Also included are activities related to owning and/or leasing improved farmland. Improved farmland is acreage that has been converted, or is permitted to be converted, from native pasture and which may have various improvements including irrigation, drainage and roads.

Critical Accounting Policies and Estimates
 
The discussion and analysis of the Company's financial condition and results of operations is based upon its unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires it to make certain estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. Alico bases these estimates on historical experience, available current market information and on various other assumptions that management believes are reasonable under the circumstances. Additionally, the Company evaluates the results of these estimates on an on-going basis. Management’s estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
 
There have been no significant changes during this reporting period to the policies and disclosures set forth in Part II, Item 7 in Alico's Annual Report on Form 10-K for the fiscal year ended September 30, 2017.

See Note 1. "Basis of Presentation" to the condensed consolidated financial statements in Item 1 of Part I of this 10-Q for a detailed description of recent accounting pronouncements.

Recent Developments

On November 16, 2017, Alico announced the Alico 2.0 Modernization Program (“Alico 2.0”). The program is focused on aggressively improving the operations of the Company and optimizing its return on capital employed through cost reductions, increased efficiencies and disposition of under-performing assets. The Program began in early 2017 to transform Alico’s three legacy businesses (Alico, Orange Co., and Silver Nip) into a single efficient enterprise, now called Alico Citrus. Every aspect of Alico’s citrus and ranch operations, all back office support activities, and the productivity of all assets were analyzed to determine how to eliminate costs that will not negatively affect citrus production and also improve performance throughout the Company. The changes required to realize those improvements have now been implemented.

In accordance with Alico 2.0 the Company divested itself from several non-core and underperforming assets during the first nine months of fiscal 2018 as follows:

sold its Gal Hog property for approximately $7,300,000;

sold its property at Chancey Bay for approximately $4,200,000. As part of the transaction, the Company agreed to pay the purchaser rent of $200,000 in exchange for Alico retaining the rights of harvesting and selling of the fruit in the 2017/2018 harvest season;

sold its Nursery located in Gainesville for approximately $6,500,000. The Company continues to operate a nursery in its Joshua location;

sold its breeding herd to a third party for approximately $7,800,000. As part of this transaction, the purchaser is also leasing grazing and other rights on the Alico Ranch from the Company at a rate of $100,000 per month; and

sold its corporate office building in Fort Myers, Florida for $5,300,000. The sales agreement provides that the Company will lease back a portion of the office space for five years.

Additionally, there were other lesser-valued assets which the Company has divested itself from during the first nine months of fiscal 2018.

The Company has used a portion of the proceeds to pay down debt and to repurchase common shares in the open market and plans to use the remaining cash proceeds from the sale of these assets towards future working capital requirements and other corporate purposes.


19



In March 2018, the Company and Tropicana amended a citrus purchase agreement with respect to the purchase of citrus oranges. The amendment was focused on pricing calculations over the remainder of the contract, which expires in 2023.

Through August 3, 2018, the Company received insurance proceeds relating to Hurricane Irma of approximately $460,000 for property and casualty damage claims and approximately $8,917,000 for crop claims, which have been recorded in operating expenses. The Company has additional property and casualty and crop insurance claims outstanding and is awaiting determination of additional proceeds to be received.

In addition to the commercial insurance claims which have been submitted, the Company may be eligible for Irma federal relief programs distributed by the Farm Service Agency under the 2017 Wildfires and Hurricane Indemnity Program (2017 WHIP) as well as block grants that will be administered through the State of Florida. The specifics of the programs are still being finalized and at this time, the Company cannot determine the amount of federal relief funds which will be received or when these funds will be disbursed.

  


20



Condensed Consolidated Results of Operations

The following discussion provides an analysis of Alico's results of operations and should be read in conjunction with the accompanying Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2018 and 2017:

(in thousands)
Three Months Ended
 
 
 
 
 
Nine Months Ended
 
 
 
 
 
June 30,
 
Change
 
June 30,
 
Change
 
2018
 
2017
 
$
 
%
 
2018
 
2017
 
$
 
%
Operating revenues:
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 
Alico Citrus
$
25,711

 
$
49,993

 
$
(24,282
)
 
(48.6
)%
 
$
77,499

 
$
122,537

 
$
(45,038
)
 
(36.8
)%
Conservation and Environmental Resources
544

 
1,151

 
(607
)
 
(52.7
)%
 
1,400

 
1,789

 
(389
)
 
(21.7
)%
Other Operations
262

 
374

 
(112
)
 
(29.9
)%
 
751

 
837

 
(86
)
 
(10.3
)%
 Total operating revenues
26,517

 
51,518

 
(25,001
)
 
(48.5
)%
 
79,650

 
125,163

 
(45,513
)
 
(36.4
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross profit (loss):
 

 
 

 
 

 
 

 
 
 
 
 
 

 
 

Alico Citrus
12,014

 
14,934

 
(2,920
)
 
(19.6
)%
 
21,397

 
32,470

 
(11,073
)
 
(34.1
)%
Conservation and Environmental Resources
(320
)
 
(300
)
 
(20
)
 
6.7
 %
 
(1,654
)
 
(937
)
 
(717
)
 
76.5
 %
Other Operations
220

 
374

 
(154
)
 
(41.2
)%
 
586

 
744

 
(158
)
 
(21.2
)%
Total gross profit
11,914

 
15,008

 
(3,094
)
 
(20.6
)%
 
20,329

 
32,277

 
(11,948
)
 
(37.0
)%
 
 

 
 

 
 

 
 

 
 
 
 
 
 

 
 

General and administrative expenses
2,955

 
3,709

 
(754
)
 
(20.3
)%
 
9,914

 
10,896

 
(982
)
 
(9.0
)%
Income from operations
8,959

 
11,299

 
(2,340
)
 
(20.7
)%
 
10,415

 
21,381

 
(10,966
)
 
(51.3
)%
Total other (expense) income, net
5,074

 
(2,162
)
 
7,236

 
NM

 
2,559

 
(5,055
)
 
7,614

 
NM

Income before income taxes
14,033

 
9,137

 
4,896

 
53.6
 %
 
12,974

 
16,326

 
(3,352
)
 
(20.5
)%
Provision for income taxes
4,941

 
3,665

 
1,276

 
34.8
 %
 
674

 
6,713

 
(6,039
)
 
(90.0
)%
Net income
9,092

 
5,472

 
3,620

 
66.2
 %
 
12,300

 
9,613

 
2,687

 
28.0
 %
Net income (loss) attributable to noncontrolling interests
8

 
7

 
1

 
14.3
 %
 
32

 
(36
)
 
68

 
NM

Net income attributable to Alico, Inc. common stockholders
$
9,100

 
$
5,479

 
$
3,621

 
66.1
 %
 
$
12,332

 
$
9,577

 
$
2,755

 
28.8
 %
NM - Not Meaningful


    


21



The following discussion provides an analysis of the Company's business segments:
Alico Citrus
The table below presents key operating measures for the three and nine months ended June 30, 2018 and 2017:
 
(in thousands, except per pound solids per box data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
June 30,
 
 
 
 
 
Nine Months Ended
June 30,
 
 
 
 
 
 
Change
 
 
Change
 
2018
 
2017
 
Unit
 
%
 
2018
 
2017
 
Unit
 
%
Operating Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Early and Mid-Season
$
53

 
$
222

 
$
(169
)
 
(76.1
)%
 
$
24,309

 
$
45,917

 
$
(21,608
)
 
(47.1
)%
Valencias
24,257

 
46,728

 
(22,471
)
 
(48.1
)%
 
48,855

 
67,045

 
(18,190
)
 
(27.1
)%
Fresh Fruit
540

 
1,356

 
(816
)
 
(60.2
)%
 
2,046

 
5,735

 
(3,689
)
 
(64.3
)%
Purchase and Resale of Fruit
310

 
1,004

 
(694
)
 
(69.1
)%
 
809

 
2,033

 
(1,224
)
 
(60.2
)%
Other
551

 
683

 
(132
)
 
(19.3
)%
 
1,480

 
1,807

 
(327
)
 
(18.1
)%
Total
$
25,711

 
$
49,993

 
$
(24,282
)
 
(48.6
)%
 
$
77,499

 
$
122,537

 
$
(45,038
)
 
(36.8
)%
Boxes Harvested:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Early and Mid-Season

 

 

 
NM

 
1,811

 
3,215

 
(1,404
)
 
(43.7
)%
Valencias
1,421

 
2,819

 
(1,398
)
 
(49.6
)%
 
2,891

 
4,044

 
(1,153
)
 
(28.5
)%
       Total Processed
1,421

 
2,819

 
(1,398
)
 
(49.6
)%
 
4,702

 
7,259

 
(2,557
)
 
(35.2
)%
Fresh Fruit
27

 
84

 
(57
)
 
(67.9
)%
 
124

 
328

 
(204
)
 
(62.2
)%
Total
1,448

 
2,903

 
(1,455
)
 
(50.1
)%
 
4,826

 
7,587

 
(2,761
)
 
(36.4
)%
Pound Solids Produced:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Early and Mid-Season
NM

 
NM

 
NM

 
NM

 
9,194

 
17,950

 
(8,756
)
 
(48.8
)%
Valencias
8,668

 
17,194

 
(8,526
)
 
(49.6
)%
 
17,319

 
24,661

 
(7,342
)
 
(29.8
)%
Total
8,668

 
17,194

 
(8,526
)
 
(49.6
)%
 
26,513

 
42,611

 
(16,098
)
 
(37.8
)%
Pound Solids per Box:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Early and Mid-Season
NM

 
NM

 
NM

 
NM

 
5.07

 
5.58

 
(0.51
)
 
(9.1
)%
Valencias
6.10

 
6.10

 

 
 %
 
5.99

 
6.10

 
(0.11
)
 
(1.8
)%
Price per Pound Solids:
 

 
 

 
 

 
 

 
 
 
 
 
 

 
 

Early and Mid-Season
NM

 
NM

 
NM

 
NM

 
$
2.64

 
$
2.56

 
$
0.08

 
3.1
 %
Valencias
$
2.80

 
$
2.72

 
$
0.08

 
2.9
 %
 
$
2.82

 
$
2.72

 
$
0.10

 
3.7
 %
Price per Box:
 

 
 

 
 

 
 

 
 
 
 
 
 

 
 

Fresh Fruit
$
19.85

 
$
16.14

 
$
3.71

 
23.0
 %
 
$
16.47

 
$
17.48

 
$
(1.01
)
 
(5.8
)%
Operating Expenses:
 

 
 

 
 

 
 

 
 
 
 
 
 

 
 

Cost of Sales
$
13,882

 
$
24,158

 
$
(10,276
)
 
(42.5
)%
 
$
45,823

 
$
62,694

 
$
(16,871
)
 
(26.9
)%
Fresh Fruit Packaging

 

 

 
NM

 

 
1,142

 
(1,142
)
 
(100.0
)%
Harvesting and Hauling
3,725

 
7,909

 
(4,184
)
 
(52.9
)%
 
12,933

 
21,410

 
(8,477
)
 
(39.6
)%
Purchase and Resale of Fruit
193

 
905

 
(712
)
 
(78.7
)%
 
562

 
1,864

 
(1,302
)
 
(69.8
)%
Other
(4,103
)
 
2,087

 
(6,190
)
 
NM

 
(3,216
)
 
2,957

 
(6,173
)
 
NM

Total
$
13,697

 
$
35,059

 
$
(21,362
)
 
(60.9
)%
 
$
56,102

 
$
90,067

 
$
(33,965
)
 
(37.7
)%
NM - Not Meaningful

Alico primarily sells its Early and Mid-Season and Valencia oranges to processors, who convert the majority of the citrus crop into orange juice. The processors generally buy citrus on a pound solids basis, which is the measure of the soluble solids (sugars and acids) contained in one box of fruit. Fresh fruit is generally sold to packing houses, which purchase citrus on a per box basis. Purchase and resale of fruit relates to the buying of fruit from third parties, and generally reselling this fruit to processors. These revenues and costs vary based on the number of boxes bought and sold. Other revenues consist of third-party grove caretaking, contracting for harvesting and hauling of citrus.

The Company's operating expenses consist primarily of cost of sales and harvesting and hauling costs. Cost of sales represents the cost of maintaining Alico's citrus groves for the preceding calendar year and does not vary in relation to production. Harvesting and hauling costs represent the costs of bringing citrus product to processors and varies based upon the number of boxes produced.

22



Other expenses include the period costs of third-party grove caretaking and the contracting for harvesting and hauling activities, and insurance proceeds received relating to Hurricane Irma.

The decrease in revenues for the nine months ended June 30, 2018, compared to the nine months ended June 30, 2017, was primarily due to the impact of Hurricane Irma. The Company experienced a greater amount of fruit drop from the impact of Hurricane Irma and consequently harvested a smaller number of boxes in fiscal 2018, as compared to the same period in fiscal 2017. The Company also saw an overall decrease in pound solids per box which was 5.64 as compared to 5.87 for the nine months ended June 30, 2017. The Company did experience a smaller fruit drop with respect to its Valencia fruit which is harvested later in the year as compared to the Early and Mid-Season variety and as such realized a smaller reduction in boxes produced. In addition, the decrease in revenue to a smaller extent was due to fewer boxes of fresh fruit being sold for the nine month period ended June 30, 2018.

The decrease in revenues for the three months ended June 30, 2018 was primarily due the timing of when the Valencia fruit was harvested and the impact of Hurricane Irma. As a result of Hurricane Irma, the Company commenced and completed harvesting its Valencia fruit earlier than in the previous year. Accordingly, the Company harvested a smaller number of boxes in the three month period ended June 30, 2018 as compared to the same period in 2017. In addition to the timing, the Company harvested less boxes overall for the Valencia fruit due to the fruit drop caused by Hurricane Irma. For the three months ended June 30, 2018, the Company had 6.10 pound solids per box, which was equivalent to the three month period ended June 30, 2017.

The USDA, in its July 12, 2018 Citrus Crop Forecast for the 2017-18 harvest season, indicated that the Florida orange crop will decrease approximately 34.5% from approximately 68,700,000 boxes for the 2016-17 crop year to approximately 45,000,000 boxes for the 2017-18 crop year. The significant decline is primarily the result of Hurricane Irma and the related fruit loss as well as the continuing effects of citrus greening.

Alico originally estimated its 2018 processed boxes would decrease by approximately 40-45% compared to processed boxes for fiscal year 2017. Based on the harvesting of fruit, which is complete for the fiscal 2018 season, the Company’s box production was down approximately 36%. The improvement is the result of the Valencia variety fruit experiencing less fruit drop then was anticipated upon making the estimate in production.

The decrease in operating expenses for the three and nine months ended June 30, 2018 is primarily related to the Company harvesting less fruit, compared to the same periods ended June 30, 2017. The Company also had less inventory costs accumulated to expense throughout fiscal 2018 as a result of the inventory casualty loss adjustment of approximately $14,000,000 recorded in the quarter ended September 30, 2017 due to the impact of Hurricane Irma.

Additionally, the decrease in operating expenses for the three and nine months ended June 30, 2018 was the receipt of insurance proceeds relating to Hurricane Irma of approximately $460,000 for property and casualty damage claims and approximately $3,725,000 for crop claims. Subsequent to June 30, 2018, the Company has received additional insurance proceeds of approximately $5,192,000 relating to crop claims. The Company has additional property and casualty and crop insurance claims outstanding and is awaiting determination of additional proceeds to be received.

Alico 2.0 explored every aspect of Alico’s citrus and ranch operations, including corporate and operational cost structures, grove costs, purchasing and procurement, non-performing and under-performing assets, professional fees, and human resources efficiency. As previously mentioned, under this program the Company expects to reduce total expenses per acre from $3,314/acre in fiscal 2016 to $2,164/acre when Alico 2.0 is fully implemented over the next two years. Overall, the program should reduce the Company’s cost to produce a pound solid from $2.14 to $1.56. This efficiency is being achieved through better purchasing, more precise application of selected fertilizers and chemicals, outsourcing work such as harvesting, hauling, and certain caretaking tasks, and by streamlining grove management. The Company will also deploy a more efficient labor model that is consistent and uniform for field staffing and grove operating programs, and aligns with the geographical footprint of the citrus groves. However, there can be no assurance that the anticipated cost savings will be realized under Alico 2.0.



23



Conservation and Environmental Resources

The table below presents key operating measures for the three and nine months ended June 30, 2018 and 2017:
(in thousands, except per pound data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
 
 
 
 
Nine Months Ended June 30,
 
 
 
 
 
 
Change
 
 
Change
 
2018
 
2017
 
Unit
 
%
 
2018
 
2017
 
Unit
 
%
Revenue From:
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 
Sale of Calves
$

 
$
381

 
$
(381
)
 
NM

 
$
57

 
$
401

 
$
(344
)
 
(85.8
)%
Sale of Culls

 
601

 
(601
)
 
NM

 

 
625

 
(625
)
 
NM

Land Leasing
536

 
19

 
517

 
NM

 
1,248

 
474

 
774

 
163.3
 %
Other
8

 
150

 
(142
)
 
(94.7
)%
 
95

 
289

 
(194
)
 
(67.1
)%
Total
$
544

 
$
1,151

 
$
(607
)
 
(52.7
)%
 
$
1,400

 
$
1,789

 
$
(389
)
 
(21.7
)%
Pounds Sold:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Calves

 
225

 
(225
)
 
NM

 
49

 
241

 
(192
)
 
(79.7
)%
Culls

 
919

 
(919
)
 
NM

 

 
964

 
(964
)
 
NM

Price Per Pound: