UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q __X__ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For nine months ended May 31, 2001. 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 863/675-2966 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No There were 7,044,513 shares of common stock, par value $1.00 per share, outstanding at July 16, 2001.
PART I. FINANCIAL INFORMATION Item 1. Financial Statements ALICO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited - See Accountants' Review Report) Three Months Ended Nine Months Ended May 31, 2001 May 31, 2000 May 31, 2001 May 31, 2000 _____________ _____________ _____________ _____________ Revenue: Citrus $12,658,475 $10,117,724 $ 24,175,466 $ 20,990,151 Sugarcane 2,697,707 2,310,378 11,939,228 8,782,558 Ranch 2,156,471 1,668,378 7,907,715 5,237,642 Rock products and sand 447,055 307,176 1,280,913 989,448 Oil lease and land rentals 298,838 187,081 671,438 794,093 Forest products 7,700 9,534 35,983 54,950 Profit on sales of real estate 514,948 2,157 1,735,671 12,994,011 Interest and investment income 214,852 912,231 946,433 3,247,684 Other 49,067 12,571 190,923 23,026 ___________ ___________ ____________ ____________ Total revenue 19,045,113 15,527,230 48,883,770 53,113,563 ___________ ___________ ____________ ____________ Cost and expenses: Citrus production, harvesting and marketing 9,396,475 8,818,103 19,656,578 18,420,679 Sugarcane production and harvesting 2,031,410 1,033,629 9,324,038 6,908,815 Ranch 1,445,549 1,427,821 6,679,233 4,851,294 Real estate expenses 84,171 151,954 266,522 439,772 Interest 647,342 662,924 2,356,042 2,072,480 Other, general and administrative 1,043,296 898,722 3,089,703 2,220,551 ___________ ___________ ____________ ____________ Total costs and expenses 14,648,243 12,993,153 41,372,116 34,913,591 ___________ ___________ ____________ ____________ Income before income taxes 4,396,870 2,534,077 7,511,654 18,199,972 Provision for income taxes 1,425,128 1,064,258 2,444,302 6,866,197 ___________ ___________ ____________ ____________ Net income 2,971,742 1,469,819 5,067,352 11,333,775 ___________ ___________ ____________ ____________ ___________ ___________ ____________ ____________ Weighted average number of shares outstanding 7,031,585 7,027,827 7,029,023 7,027,827 ___________ ___________ ____________ ____________ ___________ ___________ ____________ ____________ Per share amounts: Basic and diluted $ .42 $ .21 $ .72 $ 1.61 Dividends $ - $ - $ 1.00 $ .30 See accompanying Notes to Condensed Consolidated Financial Statements.
ALICO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (See Accountants' Review Report) May 31, 2001 August 31, 2000 ___(Unaudited)___________________ ASSETS Current assets: Cash and cash investments $ 2,502,156 $ 1,796,428 Marketable securities 19,160,246 18,055,099 Accounts receivable 12,717,078 11,954,721 Mortgage and notes receivable 2,544,976 2,509,034 Inventories 17,248,119 21,915,039 Other current assets 293,744 348,062 ____________ ____________ Total current assets 54,466,319 56,578,383 Notes receivable, non-current 7,545,097 7,334,579 Land held for development and sale 7,739,661 7,147,937 Investments 1,163,827 959,252 Property, buildings and equipment 138,480,258 136,822,381 Less: Accumulated depreciation (34,376,433) (31,966,492) ____________ ____________ Total assets $175,018,729 $176,876,040 ____________ ____________ ____________ ____________ ALICO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (See Accountants' Review Report) (Continued) May 31, 2001 August 31, 2000 LIABILITIES ___(Unaudited)_____________________ Current liabilities: Accounts payable $ 1,306,198 $ 2,429,242 Due to profit sharing plan 0 429,784 Accrued ad valorem taxes 930,470 1,780,807 Current portion of notes payable 1,298,890 1,298,890 Accrued expenses 814,191 988,011 Income taxes payable 1,093,195 4,169,517 Deferred income taxes 1,672,411 1,250,026 ____________ ____________ Total current liabilities 7,115,355 12,346,277 Deferred revenue 9,622,861 9,540,000 Notes payable 45,336,099 40,302,855 Deferred income taxes 10,512,747 10,889,095 Deferred retirement benefits 433,527 252,809 ____________ ____________ Total liabilities 73,020,589 73,331,036 ____________ ____________ STOCKHOLDERS' EQUITY Common stock $ 7,041,865 $ 7,027,827 Additional paid in capital 295,551 17,885 Accumulated other comprehensive income 1,281,352 1,159,445 Retained earnings 93,379,372 95,339,847 ____________ ____________ Total stockholders' equity 101,998,140 103,545,004 ____________ ____________ Total liabilities and stockholders' equity $175,018,729 $176,876,040 ____________ ____________ ____________ ____________ See accompanying Notes to Condensed Consolidated Financial Statements.
ALICO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (See Accountants' Review Report) Accumulated Common Stock Other Compre- Additional Shares Retained hensive Paid in Issued Amount Earnings Income Capital Total _________ __________ ___________ _______ _______ ___________ Balances, August 31, 1999 7,027,827 $7,027,827 $83,337,579 $1,029,953 $- $91,395,359 _______________ Comprehensive income: Net income for the year ended August 31, 2000 - - 14,110,616 - - 14,110,616 Unrealized gains on securities, net of taxes and reclassification adjustment - - - 129,492 - 129,492 ____________ Total comprehensive income 14,240,108 Dividends paid - - (2,108,348) - - (2,108,348) Stock options exercised - - - - - - Stock based compensation - - - - 17,88 17,885 _________ __________ ___________ ________ _______ _________ Balances, August 31,2000 7,027,827 $7,027,827 $95,339,847 $1,159,445$17,885$103,545,004 _______________ Comprehensive income: Net income for the nine months ended May 31, 2001 - - 5,067,352 - - 5,067,352 Unrealized gains on securities, net of taxes and reclassification adjustment - - - 121,907 - 121,907 ___________ Total comprehensive income 5,189,259 Dividends paid - - (7,027,827) - - (7,027,827) Stock options exercised 14,038 14,038 - - 191,198 205,236 Stock based compensation - - - - 86,468 86,468 ________ _______ ___________ ______ _______ _________ Balances, May 31, 2001 (Unaudited) 7,041,865 $7,041,865 $93,379,372 $1,281,352 $295,551$101,998,140 _________ __________ ___________ ________ ________ ___________ _________ __________ ___________ ________ ________ ___________ May 31, August 31, 2001 2000 Disclosure of reclassification amount: _(Unaudited)_ __________ Unrealized holding gains (losses) arising during the period $(389,118) $2,176,940 Less: reclassification adjustment for gains (losses) included in net income (511,025) 2,047,448 _________ __________ Net unrealized gains on securities $ 121,907 $ 129,492 _________ __________ _________ __________ See accompanying Notes to Condensed Consolidated Financial Statements.
ALICO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited - See Accountants' Review Report) Nine Months Ended May 31, 2001 2000 ____________________________ Cash flows from operating activities: Net income $ 5,067,352 $11,333,775 Adjustments to reconcile net income to cash provided from (used for) operating activities: Depreciation and amortization 5,224,329 4,234,341 Net decrease in current assets and liabilities (2,284,912) (2,409,233) Deferred income taxes (27,516) 4,222,175 Gain on sales of real estate (1,735,671) (12,994,011) Other 367,484 (278,111) __________ __________ Net cash provided from operating activities 6,611,066 4,108,936 __________ __________ Cash flows from (used for) investing activities: Purchases of property and equipment (6,277,820) (8,047,504) Proceeds from sales of real estate 2,606,304 4,199,731 Proceeds from sales of property and equipment 901,190 310,962 Purchases of marketable securities (2,525,341) (1,169,509) Proceeds from sales of marketable securities 1,631,371 1,562,188 __________ __________ Net cash used for investing activities (3,664,296) (3,144,132) __________ __________ Cash flows from (used for) financing activities: Net (issuance of) collection on notes receivable (246,459) 530 Repayment of bank loan (30,980,583) (21,183,391) Proceeds from bank loan 36,013,827 23,214,391 Dividends paid (7,027,827) (2,108,348) __________ __________ Net cash used for financing activities (2,241,042) (76,818) __________ __________ Net increase in cash and cash investments 705,728 887,986 Cash at beginning of period 1,796,428 740,829 __________ __________ Cash at end of period $ 2,502,156 $ 1,628,815 __________ __________ __________ __________ Supplemental disclosures of cash flow information: Cash paid for interest, net of amount capitalized $2,575,648 $2,373,057 __________ __________ __________ __________ Cash paid for income taxes $5,548,139 $1,250,229 __________ __________ __________ __________ Non-cash investing and financing activities: Mortgage and notes receivable issued in exchange for land, less unamortized discount $ 64,000 $11,625,807 ___________ __________ ___________ __________ Fair value adjustments to securities available for sale $ 195,458 $ (780,196) __________ __________ __________ __________ Income tax effect related to fair value adjustment $ (73,551) $ (293,241) __________ __________ __________ __________ See accompanying Notes to Condensed Consolidated Financial Statements.
ALICO, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (See Accountants' Review Report) 1. Basis of financial statement presentation: The accompanying condensed consolidated financial statements include the accounts of Alico, Inc. and its wholly owned subsidiaries, Saddlebag Lake Resorts, Inc. (Saddlebag) and Agri-Insurance Company, Ltd. (Agri), after elimination of all significant inter-company 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, 2000. In the opinion of Management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of its consolidated financial position at May 31, 2001 and August 31, 2000 and the consolidated results of operations and cash flows for the nine months ended May 31, 2001 and 2000. 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 $617,086 in 2001 and $1,839,642 in 2000. The results of operations for the stated periods are not necessarily indicative of results to be expected for the full year. 2. Real Estate: Real Estate sales 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. Mortgage and notes receivable: Mortgage and notes receivable arose from real estate sales. The balances at May 31, 2001 and August 31, 2000 are as follows: May 31, August 31, 2001 2000 ____________ __________ Mortgage notes receivable on retail land sales $ 230,073 $ 238,417 Mortgage notes receivable on bulk land sales 9,540,000 9,540,000 Other notes receivable 320,000 65,196 ____________ __________ Total mortgage notes receivable $ 10,090,073 $ 9,843,613 Less current portion 2,544,976 2,509,034 ____________ __________ Non-current portion $ 7,545,097 $7,334,579 ____________ __________ ____________ __________
In July 2000, the Company received a mortgage note in exchange for land sold. The note totaled $9,540,000 and principal payments of $2,385,000 are due annually on July 14, bearing interest at the LIBOR, over the next four years. In connection with the sale, the Company received 10% of the sales price at closing. Consequently, the Company has deferred recognition of the revenue associated with the mortgage until 20%, including interest, is received. 4. Inventories: A summary of the Company's inventories is shown below:
May 31, August 31, 2001 2000 ____________ ___________ Unharvested fruit crop on trees $ 7,515,006 $ 9,160,234 Unharvested sugarcane 2,776,832 5,095,514 Beef cattle 6,740,401 7,469,897 Sod 215,880 189,394 ____________ ___________ Total inventories $ 17,248,119 $21,915,039 ____________ ___________ ____________ ___________
Subject to prevailing market conditions, the Company may hedge a portion of its beef inventory by entering into cattle futures contracts to reduce exposure to changes in market prices. Any gains or losses anticipated under these agreements were deferred, with the cost of the related cattle being adjusted when the contracts are settled. As discussed in the Company's first quarter 10-Q, effective September 1, 2000, gains and losses under these agreements are recognized as incurred. The Company recorded losses under these agreements for the nine months ended May 31, 2001 totaling $1,929. 5. Income taxes: The provision for income taxes for the quarters and nine months ended May 31, 2001 and May 31, 2000 is summarized as follows:
Three Months Ended Nine Months Ended May 31, 2001 May 31, 2000 May 31, 2001 May 31, 2000 _____________ _____________ ______________ ____________ Current: Federal income tax $ 705,690 $480,493 $2,101,045 $2,310,341 State income tax 118,429 73,115 370,773 333,681 _____________ _____________ _____________ ____________ 824,119 553,608 2,471,818 2,644,022 _____________ _____________ _____________ ____________ Deferred: Federal income tax 508,397 449,770 (27,149) 3,604,566 State income tax 92,612 60,880 (367) 617,609 _____________ _____________ _____________ ____________ 601,009 510,650 (27,516) 4,222,175 _____________ _____________ _____________ ____________ Total provision for income taxes $1,425,128 $1,064,258 $2,444,302 $6,866,197 _____________ _____________ _____________ ____________ _____________ _____________ _____________ ____________
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 nine months ended May 31, 2001 and May 31, 2000:
Three Months Ended Nine Months Ended May 31, 2001 May 31, 2000 May 31, 2001 May 31, 2000 _____________ _____________ ____________ _____________ Expected income tax $ 1,330,841 $ 861,586 $ 2,389,868 $ 6,187,990 Increase (decrease) resulting from: State income taxes, net of federal benefit 145,633 51,516 249,387 590,931 Nontaxable interest and dividends (58,365) (63,031) (122,391) (120,819) Tax exempt income from Agri-Insurance Co, Ltd (51,543) -0- (185,128) -0- IRS audit adjustments -0- 188,964 -0- 188,964 Other reconciling items, net 58,562 25,223 112,566 19,131 _____________ ____________ ____________ ___________ Total provision for income taxes $1,425,128 $ 1,064,258 $ 2,444,302 $ 6,866,197 _____________ ____________ ____________ ____________ _____________ ____________ ____________ ____________
6. Indebtedness: The Company has financing agreements with commercial banks that permit the Company to borrow up to $44 million. The financing agreements allow the Company to borrow up to $41 million, which is due in 2002 and up to $3 million which is due on demand. In March 1999, the Company mortgaged 7,680 acres for $19 million in connection with a $22.5 million acquisition of producing citrus and sugarcane operations. The total amount of long-term debt under these agreements at May 31, 2001 and August 31, 2000 was $45,336,099 and $40,302,855, respectively. Maturities of the indebtedness of the Company over the next five years are as follows: 2001- $1,298,890; 2002- $31,349,973; 2003- $1,303,559; 2004- $1,306,142; 2005- $1,308,905; thereafter $10,067,520. Interest cost expensed and capitalized during the nine months ended May 31, 2001 and May 31, 2000 was as follows:
2001 2000 ________ ________ Interest expensed $2,356,042 $2,072,480 Interest capitalized 138,959 361,933 ________ ________ Total interest cost incurred $2,495,001 $2,434,413 ________ ________ ________ ________
7. Dividends: On October 3, 2000 the Company declared a year-end dividend of $1.00 per share, which was paid on October 27, 2000. 8. Disclosures about reportable segments: Alico, Inc. has four reportable segments: citrus, sugarcane, ranching and general corporate. The commodities produced by these segments are sold to wholesalers and processors who prepare the products for consumption. The Company's operations are located in Florida. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Alico, Inc. evaluates performance based on profit or loss from operations before income taxes. Alico, Inc.'s reportable segments are strategic business units that offer different products. They are managed separately because each segment requires different management techniques, knowledge and skills. The following table presents information for each of the Company's operating segments as of and for the nine months ended May 31, 2001:
____________________________________________________________ General Consolidated Citrus Sugarcane Ranch Corporate* Total ____________________________________________________________ Revenue $ 24,175,466 11,939,228 7,907,715 4,861,361 48,883,770 Costs and expenses 19,656,578 9,324,038 6,679,233 5,712,267 41,372,116 Depreciation and amortization 1,847,958 1,929,626 1,067,935 378,810 5,224,329 Segment profit 4,518,888 2,615,190 1,228,482 (850,906) 7,511,654 Segment assets 54,025,358 52,274,626 19,743,567 48,948,178 175,018,729
The following table presents information for each of the Company's operating segments as of and for the nine months ended May 31, 2000:
____________________________________________________________ General Consolidated Citrus Sugarcane Ranch Corporate* Total ____________________________________________________________ Revenue $ 20,990,151 8,782,558 5,237,642 18,103,212 53,113,563 Costs and expenses 18,420,679 6,908,815 4,851,294 4,732,803 34,913,591 Depreciation and amortization 1,809,726 1,580,531 453,128 390,956 4,234,341 Segment profit 2,569,472 1,873,743 386,348 13,370,409 18,199,972 Segment assets 56,189,604 50,481,751 20,765,904 42,885,584 170,322,843
*Consists of rents, investments, real estate activities and other such items of a general corporate nature. 9. Stock Option Plan On November 3, 1998, the Company adopted the Alico, Inc., Incentive Equity Plan (The Plan) pursuant to which the Board of Directors of the Company may grant options, stock appreciation rights, and/or restricted stock to certain directors and employees. The Plan authorizes grants of shares or options to purchase up to 650,000 shares of authorized but unissued common stock. Stock options granted have vesting schedules which are at the discretion of the Board of Directors and determined on the effective date of the grant.
Weighted Weighted average average remaining exercise contractual Shares price Life (in years) _______ _________ _______________ Balance outstanding, August 31, 2000 49,692 14.62 10 _______________ Granted 51,074 14.62 _______________ Exercised 14,038 14.62 _______ _________ Balance outstanding, May 31, 2001 86,728 14.62 _______ _________ _______ _________
On May 31, 2001, 14,038 shares have been exercised. There were 35,654 shares exercisable and 549,234 shares available for grant. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. LIQUIDITY AND CAPITAL RESOURCES: Working capital increased to $47,350,964 at May 31, 2001, up from $44,232,106 at August 31, 2000. As of May 31, 2001, the Company had cash and cash investments of $2,502,156 compared to $1,796,428 at August 31, 2000. Marketable securities increased from $18,055,099 to $19,160,246 during the same period. The ratio of current assets to current liabilities increased to 7.66 to 1 at May 31, 2001 from 4.58 to 1 at August 31, 2000. Total assets decreased to $175,018,729 at May 31, 2001, compared to $176,876,040 at August 31, 2000. In connection with financing agreements with commercial banks (See Note 6 under Notes to Condensed Consolidated Financial Statements), the Company has an unused availability of funds of approximately $12.7 million at May 31, 2001. RESULTS OF OPERATIONS: 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. The results of operations for the stated periods are not necessarily indicative of results to be expected for the full year. Net income for the nine months ending May 31, 2001 decreased by $6,266,423 when compared to the same period a year ago. ($5,067,352 vs. $11,333,775 for the nine months ended May 31, 2001 and May 31, 2000, respectively). Net income increased during the three months ended May 31, 2001, compared to the same period a year ago ($2,971,742 vs. $1,469,819). Income before income taxes decreased $10,688,318 for the nine months ended May 31, 2001, when compared to the same period a year ago. This was primarily due to the decrease in earnings from real estate activities ($1,735,671 for the nine months ended May 31, 2001 compared to $12,994,011 for the nine months ended May 31, 2000). Earnings from agricultural activities increased from the prior year ($4,639,219 vs. $2,816,927 for the third quarter, and $8,362,560 vs. $4,829,563 during the first nine months of fiscal 2001 and 2000, respectively). Citrus ______ Citrus earnings increased for both the third quarter ($3,262,000 during fiscal 2001 vs. $1,299,621 during fiscal 2000) and the nine months ended May 31, 2001, when compared to the prior year ($4,518,888 for 2001 vs. $2,569,472 for 2000). Overall, market prices have increased when compared to the prior year. Additionally, increased yields and a decrease in overall production costs have combined to generate the earnings improvement. Sugarcane _________ Sugarcane earnings decreased for the third quarter ($666,297 for fiscal 2001 vs. $1,276,749 for fiscal 2000) but increased for the nine months ended May 31, 2001 ($2,615,190 vs. $1,873,743 for the nine months ended May 31, 2000) Producing acres have increased and, as a result, more acres are being harvested. The increased yields and market prices are the primary factors in the year to date rise in earnings. Ranching ________ Ranch earnings increased for the third quarter ($710,922 vs. $240,557 for May 31, 2001 and May 31, 2000, respectively) and for the nine months ended May 31, 2001 ($1,228,482 vs. $386,348 for 2001 and 2000, respectively). Increased production and improved market prices for beef are the primary cause of the improvement. General Corporate _________________ The Company is continuing its marketing and permitting activities for its land which surrounds the Florida Gulf Coast University site. The Company announced the formation of Agri-Insurance Company, Ltd. (Agri) a wholly owned subsidiary, during July of 2000. The insurance company has been capitalized by transferring cash and approximately 6,000 acres of the Lee County property along with the sales contracts, referred to below. General and administrative expenses increased $725 thousand, primarily due to the formation of Agri. Through Agri, the Company expects to be able to underwrite previously uninsurable risk related to catastrophic crop and other losses. Additionally, the insurance company will have access to reinsurance markets, otherwise inaccessible. While Agri has underwritten a modest amount of coverage (approximately $3.2 million) during August and December of 2000, it is expected that more significant coverages will be written before the end of 2001. In December of 1999, the Company entered into a contract to sell approximately 2,500 acres for $50 million to Naples/Dallas Venture, Inc. The agreement called for closings to occur on 250 acres per year for 10 years. In January 2001, a third party contracted with the Company to purchase approximately 2000 additional acres. The purchaser has assumed the Naples/Dallas contract, combining the two parcels for a total purchase price of approximately $110 million. The new contract calls for closings to occur on 450 acres per year for 10 years. The first closing is expected during fiscal 2003. During September of 1999, the Company completed a sale of 1,230 acres of land surrounding the University site in Lee County for $16.5 million. The contract called for 25 percent of the purchase price to be paid at closing, with the balance of $12.3 million payable annually over the next four years. In August of 2000, Agri sold another 488 acres to the same buyer, also near the University, for $10.6 million. In connection with the sale, they agreed to pay off the $12.3 million mortgage related to the September 1999 sale and pay 10% of the contract price for their second purchase at closing. The balance is payable over the next four years. The first sale generated a pre-tax gain of $13.4 million. The gain related to the second sale has only been recognized to the extent that 10% of the purchase price has been collected net of closing costs ($959 thousand). The remainder of the gain and related mortgage will be recognized upon receipt of 20% of the contract price. This is expected to occur before the end of fiscal 2001 (see Note 3 to Condensed Consolidated Financial Statements). In July of 1999, the Company entered into a contract to sell up to 402 acres near the University to Thomas B. Garlick, a Trustee of Florida Land Trust 996 for approximately $15.5 million. The contract was subsequently renegotiated, as provided for in the original agreement, and calls for the sale of 44 acres for $5 million. Cautionary Statement ____________________ Readers should note, in particular, that this Form 10-Q contains forward- looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that involve substantial risks and uncertainties. When used in this document, or in the documents incorporated by reference herein, the words "anticipate", "believe", "estimate", "may", "intend" and other words of similar meaning, are likely to address the Company's growth strategy, financial results and/or product development programs. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. The considerations listed herein represent certain important factors the Company believes could cause such results to differ. These considerations are not intended to represent a complete list of the general or specific risks that may effect the Company. It should be recognized that other risks, including general economic factors and expansion strategies, may be significant, presently or in the future, and the risks set forth herein may affect the Company to a greater extent than indicated. ITEM 3. Quantitative and Qualitative Disclosures about Market Risk No changes FORM 10-Q PART II. OTHER INFORMATION ITEM 6. Exhibits and reports on Form 8-K. (a) Exhibits: A. Accountant's Report. B. Computation of Weighted Average Shares Outstanding at May 31, 2001. (b) Reports on Form 8-K. November 3, 2000 December 7, 2000 December 14, 2000 December 18, 2000 December 21, 2000 March 7, 2001 March 23, 2001 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ALICO, INC. (Registrant) July 16, 2001 W. Bernard Lester Date President Chief Operating Officer (Signature) July 16, 2001 L. Craig Simmons Date Vice President Chief Financial Officer (Signature) July 16, 2001 Deirdre M. Purvis Date Controller (Signature) EXHIBIT A INDEPENDENT ACCOUNTANT'S REVIEW REPORT ______________________________________ The Stockholders and Board of Directors Alico, Inc.: We have reviewed the condensed consolidated balance sheet of Alico, Inc. and subsidiaries as of May 31, 2001, and the related condensed consolidated statements of operations for the three-month and nine-month periods ended May 31, 2001 and May 31, 2000, the condensed consolidated statement of stockholders' equity for the nine-month period May 31, 2001, and the condensed consolidated statements of cash flows for the nine-month periods ended May 31, 2001 and May 31, 2000. These condensed consolidated financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical review procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit 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 accounting principles generally accepted in the United States of America. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of Alico, Inc. and subsidiaries as of August 31, 2000 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 12, 2000 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, 2000, is fairly presented, in all material respects, in relation to the consolidated balance sheet from which it has been derived. s/s KPMG LLP Orlando, Florida June 29, 2001 FORM 10-Q ALICO, INC. Computation of Weighted Average Shares Outstanding as of May 31, 2001: Number of shares outstanding at August 31, 2000 7,027,827 _________ _________ Number of shares outstanding at May 31, 2001 7,041,865 _________ _________ Weighted Average 9/1/00 - 05/31/01 7,029,023 _________ _________ EXHIBIT B