8-K
ALICO, INC. (ALCO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): April 21, 2025
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ALICO, INC.
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(Exact name of registrant as specified in its charter)
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| Florida | 0-261 | 59-0906081 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
10070 Daniels Interstate Court, Suite 200, Fort Myers, FL 33913
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(Address of principal executive offices)(Zip Code)
239-226-2000
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(Registrant’s telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. 230.425) |
|---|---|
| ☐ | Soliciting Material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14D-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | ALCO | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| ☐ | 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. ☐
Item 2.01. Completion of Acquisition or Disposition of Assets
On January 6, 2025, Alico, Inc. (the "Company") announced a strategic transformation (the "Strategic Transformation") in the Company’s business focus, to wind down its Alico Citrus division, which holds the Company’s citrus production operations, to focus on a long-term diversified land usage and real estate development strategy. Due to increasing financial challenges from citrus greening disease and environmental factors for many seasons, the Company has decided to not spend further material capital on its citrus operations and to wind down substantially all of its Citrus’ primary operations after the current crop is harvested in the first half of calendar year 2025.
As a result of this announcement, the Company abandoned trees on approximately 90% of its total producing acres at the end of the Fiscal year 2025 harvest season. Under generally accepted accounting principles (GAAP), a long-lived asset to be abandoned is considered disposed of when it ceases to be used. This will require the Company to accelerate the depreciation of the trees through April 2025 when the current year harvest is completed.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated balance sheet at December 31, 2024 and the unaudited pro forma condensed consolidated statement of operations for the year ended September 30, 2024 and the three month period ended December 31, 2024 are attached hereto as Exhibit 99.1 and incorporated herein by reference.
(c) Shell Company Transactions.
Not applicable.
| (d) Exhibits. | |
|---|---|
| Exhibit No. | Description |
| 99.1 | Unaudited Pro Forma Financial Statements |
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 hereunto duly authorized.
| Date: April 23, 2025 | ALICO, INC. | |
|---|---|---|
| By: | /s/ Bradley Heine | |
| Bradley Heine | ||
| Chief Financial Officer |
Document
Exhibit 99.1
THE FOLLOWING UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION IS PRESENTED FOR ILLUSTRATIVE PURPOSES ONLY AND IS NOT NECESSARILY AN INDICATION OF THE FUTURE FINANCIAL POSITION OR RESULTS OF OPERATIONS OF THE COMPANY.
Management has prepared the following unaudited pro forma condensed consolidated financial statements, which are based on historical consolidated financial statements of the Company and adjusted to give effect to the abandonment of the majority of its fruit producing trees, which occurred on April 21, 2025, as described in this Current Report on Form 8-K.
Under generally accepted accounting principles (GAAP), a long-lived asset to be abandoned is considered disposed of when it ceases to be used. Consequently, the Unaudited Pro Forma Condensed Consolidated Balance Sheet at December 31, 2024 has been prepared to reflect the April 2025 abandonment of those trees as a disposition, as if that transaction had occurred on December 31, 2024. The Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year ended September 30, 2024 and the three month period ended December 31, 2024 have been prepared to present the results of operations of the Company as if the abandonment of the trees had occurred at October 1, 2023, the beginning of the first period presented.
The following unaudited pro forma condensed consolidated financial statements should be read in conjunction with the Company's consolidated financial statements and notes thereto that are incorporated by reference in the Company's Annual Report on Form 10-K for the year ended September 30, 2024 and the Company's Quarterly Report on Form 10-Q for the three months ended December 31, 2024. In the Company's opinion, all significant adjustments necessary to reflect the disposition have been made.
ALICO, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2024
(in thousands, except share amounts)
| Historical (A) | Transaction Accounting Adjustments | Total Pro Forma | |||||
|---|---|---|---|---|---|---|---|
| ASSETS | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 4,388 | $ | 4,388 | |||
| Accounts receivable, net | 8,602 | (4,603) | B | 3,999 | |||
| Inventories | 20,814 | (16,262) | C | 4,552 | |||
| Income tax receivable | 1,958 | 1,958 | |||||
| Assets held for sale | 3,345 | 3,345 | |||||
| Prepaid expenses and other current assets | 1,711 | 1,711 | |||||
| Total current assets | 40,818 | (20,865) | 19,953 | ||||
| Restricted cash | 762 | 762 | |||||
| Property and equipment, net | 350,907 | (211,926) | D | 138,981 | |||
| Goodwill | 2,246 | 2,246 | |||||
| Deferred tax assets | — | 13,285 | E | 13,285 | |||
| Other non-current assets | 2,863 | (591) | F | 2,272 | |||
| Total assets | $ | 397,596 | $ | (220,097) | $ | 177,499 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
| Current liabilities: | |||||||
| Accounts payable | $ | 3,236 | $ | (2,147) | G | $ | 1,089 |
| Accrued liabilities | 3,293 | (207) | H | 3,086 | |||
| Current portion of long-term debt | 1,410 | 1,410 | |||||
| Other current liabilities | 498 | 498 | |||||
| Total current liabilities | 8,437 | (2,354) | 6,083 | ||||
| Long-term debt, net | 81,984 | 81,984 | |||||
| Lines of credit | 21,494 | (19,967) | H | 1,527 | |||
| Deferred income tax liabilities, net | 38,694 | (38,694) | E | — | |||
| Other liabilities | 146 | 146 | |||||
| Total liabilities | 150,755 | (61,015) | 89,740 | ||||
| Commitments and Contingencies - Note 12. | |||||||
| 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 shares issued and 7,633,069 and 7,628,639 shares outstanding at December 31, 2024 and September 30, 2024, respectively | 8,416 | 8,416 | |||||
| Additional paid in capital | 20,226 | 20,226 | |||||
| Treasury stock, at cost, 783,076 and 787,506 shares held at December 31, 2024 and September 30, 2024, respectively | (26,557) | (26,557) | |||||
| Retained earnings | 239,704 | (159,082) | 80,622 | ||||
| Total Alico stockholders’ equity | 241,789 | (159,082) | 82,707 | ||||
| Noncontrolling interest | 5,052 | 5,052 | |||||
| Total stockholders’ equity | 246,841 | (159,082) | 87,759 | ||||
| Total liabilities and stockholders’ equity | $ | 397,596 | $ | (220,097) | $ | 177,499 |
ALICO, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2024
(A) Historical unaudited condensed consolidated balance sheet data derived from Alico, Inc.'s Quarterly Report on Form 10-Q as of December 31, 2024.
(B) Represents adjustments to reduce Accounts receivable for amounts due from fruit sales generated by the trees, which were abandoned.
(C) Represents adjustments to reduce Inventories for amounts spent on certain caretaking costs of the trees, which were abandoned.
(D) Represents adjustments to reduce Property and equipment for the write-off of the trees and certain other equipment related to the caretaking of the abandoned groves.
(E) Principally represents adjustments to adjust deferred taxes for the write-off of the trees by reversing the book/tax difference on the trees, which were abandoned.
(F) Represents adjustments to reduce Other non-current assets for certain prepaids which will not be recovered.
(G) Represents adjustments to reduce Accounts payable for a portion of the amounts due to vendors for caretaking and other costs related to the trees, which were abandoned.
(H) Represents adjustments to reduce accrued interest and borrowings under the Lines of credit for spending on caretaking of the trees, which were abandoned.
ALICO, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2024
(in thousands, except per share amounts)
| Historical (A) | Transaction Accounting Adjustments | Total Pro Forma | |||||
|---|---|---|---|---|---|---|---|
| 2024 | |||||||
| Operating revenues: | |||||||
| Alico Citrus | $ | 16,326 | $ | (11,344) | B | $ | 4,982 |
| Land Management and Other Operations | 568 | 568 | |||||
| Total operating revenues | 16,894 | (11,344) | 5,550 | ||||
| Operating expenses: | |||||||
| Alico Citrus | 25,111 | (17,167) | C | 7,944 | |||
| Land Management and Other Operations | 21 | 21 | |||||
| Total operating expenses | 25,132 | (17,167) | 7,965 | ||||
| Gross loss | (8,238) | 5,823 | (2,415) | ||||
| General and administrative expenses | 2,586 | (24) | D | 2,562 | |||
| Loss from operations | (10,824) | 5,847 | (4,977) | ||||
| Other (expense) income, net: | |||||||
| Interest income | 47 | 47 | |||||
| Interest expense | (898) | 271 | E | (627) | |||
| Other income, net | 244 | 244 | |||||
| Total other (expense) income, net | (607) | 271 | (336) | ||||
| (Loss) income before income taxes | (11,431) | 6,118 | (5,313) | ||||
| Income tax (benefit) provision | (2,180) | 1,621 | F | (559) | |||
| Net (loss) income | (9,251) | 4,497 | (4,754) | ||||
| Net loss attributable to noncontrolling interests | 84 | 84 | |||||
| Net (loss) income attributable to Alico, Inc. common stockholders | $ | (9,167) | $ | 4,497 | $ | (4,670) | |
| Per share information attributable to Alico, Inc. common stockholders: | |||||||
| Earnings per common share: | |||||||
| Basic | $ | (1.20) | $ | 0.59 | $ | (0.61) | |
| Diluted | $ | (1.20) | $ | 0.59 | $ | (0.61) | |
| Weighted-average number of common shares outstanding: | |||||||
| Basic | 7,633 | 7,633 | |||||
| Diluted | 7,633 | 7,633 |
ALICO, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2024
(A) Historical unaudited condensed consolidated statement of operations data derived from Alico, Inc.'s Quarterly Report on Form 10-Q as of December 31, 2024.
(B) Represents adjustments to eliminate the revenue generated from the sales of fruit produced on the trees in the groves that were abandoned.
(C) Represents adjustments to eliminate certain caretaking costs incurred to grow the fruit produced on the trees that were abandoned.
(D) Represents adjustments to eliminate certain administrative overhead costs associated with employees who performed caretaking of the trees that were abandoned.
(E) Represents adjustments to reduce the interest expense on the Company's Revolving Line of Credit for borrowings incurred to cover certain caretaking costs associated with the abandoned trees.
(F) Represents adjustments to reflect the effect applying the statutory tax rate of 26.5% to the pre-tax adjustments to the consolidated statement of operations.
ALICO, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 2024
(in thousands, except per share amounts)
| Historical (A) | Transaction Accounting Adjustments | Total Pro Forma | |||||
|---|---|---|---|---|---|---|---|
| 2024 | |||||||
| Operating revenues: | |||||||
| Alico Citrus | $ | 45,059 | $ | (33,501) | B | $ | 11,558 |
| Land Management and Other Operations | 1,584 | 1,584 | |||||
| Total operating revenues | 46,643 | (33,501) | 13,142 | ||||
| Operating expenses: | — | ||||||
| Alico Citrus | 102,628 | (83,961) | C | 18,667 | |||
| Land Management and Other Operations | 398 | 398 | |||||
| Total operating expenses | 103,026 | (83,961) | 19,065 | ||||
| Gross (loss) profit | (56,383) | 50,460 | (5,923) | ||||
| General and administrative expenses | 11,071 | (40) | D | 11,031 | |||
| Loss from operations | (67,454) | 50,500 | (16,954) | ||||
| Other income (expense), net: | — | ||||||
| Interest income | 385 | 385 | |||||
| Interest expense | (3,538) | 535 | E | (3,003) | |||
| Gain on sale of property & equipment | 81,559 | 81,559 | |||||
| Total other income, net | 78,406 | 535 | 78,941 | ||||
| Income before income taxes | 10,952 | 51,035 | 61,987 | ||||
| Income tax provision | 4,597 | 13,524 | F | 18,121 | |||
| Net income | 6,355 | 37,511 | 43,866 | ||||
| Net loss attributable to noncontrolling interests | 618 | 618 | |||||
| Net income attributable to Alico, Inc. common stockholders | $ | 6,973 | $ | 37,511 | $ | 44,484 | |
| Per share information attributable to Alico, Inc. common stockholders: | |||||||
| Earnings per common share: | |||||||
| Basic | $ | 0.91 | $ | 4.93 | $ | 5.84 | |
| Diluted | $ | 0.91 | $ | 4.93 | $ | 5.84 | |
| Weighted-average number of common shares outstanding: | |||||||
| Basic | 7,622 | 7,622 | |||||
| Diluted | 7,622 | 7,622 |
ALICO, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 2024
(A) Historical condensed consolidated statement of operations data derived from Alico, Inc.'s Annual Report on Form 10-K as of September 30, 2024.
(B) Represents adjustments to eliminate the revenue generated from the sales of fruit produced on the trees in the groves that were abandoned.
(C) Represents adjustments to eliminate certain caretaking costs incurred to grow the fruit produced on the trees that were abandoned.
(D) Represents adjustments to eliminate certain administrative overhead costs associated with employees who performed caretaking of the trees that were abandoned.
(E) Represents adjustments to reduce the interest expense on the Company's Revolving Line of Credit for borrowings incurred to cover certain caretaking costs associated with the abandoned trees.
(f) Represents adjustments to reflect the effect applying the statutory tax rate of 26.5% to the pre-tax adjustments to the consolidated statement of operations.