Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2015 | Jan. 31, 2016 | |
Document and Entity Information: | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | ALICO INC | |
Entity Central Index Key | 3,545 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 8,289,563 |
CONDENSED COMBINED CONSOLIDATED
CONDENSED COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating revenues: | ||
Total operating revenues | $ 19,070 | |
Operating expenses: | ||
Gross profit | $ 1,366 | 3,272 |
General and administrative expenses | 3,925 | 5,484 |
Loss from operations | (2,559) | (2,212) |
Other (expense) income: | ||
Interest expense | (2,503) | (1,378) |
Gain on sale of real estate | 142 | 13,497 |
Loss on extinguishment of debt | 0 | (947) |
Other (expense) income, net | (174) | 9 |
Total other (expense) income, net | (2,535) | 11,181 |
(Loss) income before income taxes | (5,094) | 8,969 |
(Benefit) provision for income taxes | (2,075) | 3,763 |
Net (loss) income | (3,019) | 5,206 |
Net loss attributable to noncontrolling interests | 8 | 0 |
Net (loss) income attributable to Alico, Inc. common stockholders | (3,011) | 5,206 |
Comprehensive income (loss) attributable to noncontrolling interests | 0 | 0 |
Comprehensive income (loss) attributable to Alico, Inc. common stockholders | $ (3,011) | $ 5,206 |
Earnings per common share: | ||
Basic (in dollars per share) | $ (0.36) | $ 0.71 |
Diluted (in dollars per share) | $ (0.36) | $ 0.71 |
Weighted-average number of common shares outstanding: | ||
Weighted average number of common shares outstanding - basic | 8,303 | 7,367 |
Weighted average number of common shares outstanding - diluted | 8,303 | 7,367 |
Cash dividends declared per common share (in dollars per share) | $ 0.06 | $ 0.06 |
Operating Segments | ||
Operating revenues: | ||
Total operating revenues | $ 20,604 | $ 19,070 |
Operating expenses: | ||
Total operating expenses | 19,238 | 15,798 |
Gross profit | 1,366 | 3,272 |
Operating Segments | Orange Co. | ||
Operating revenues: | ||
Total operating revenues | 19,295 | 16,993 |
Operating expenses: | ||
Total operating expenses | 17,608 | 14,214 |
Gross profit | 1,687 | 2,779 |
Operating Segments | Conservation and Environmental Resources | ||
Operating revenues: | ||
Total operating revenues | 1,007 | 836 |
Operating expenses: | ||
Total operating expenses | 1,560 | 745 |
Gross profit | (553) | 91 |
Operating Segments | Other Operations | ||
Operating revenues: | ||
Total operating revenues | 302 | 1,241 |
Operating expenses: | ||
Total operating expenses | 70 | 839 |
Gross profit | $ 232 | $ 402 |
CONDENSED COMBINED CONSOLIDATE3
CONDENSED COMBINED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 3,276 | $ 5,474 |
Accounts receivable, net | 12,074 | 3,137 |
Inventories | 61,017 | 58,273 |
Income tax receivable | 4,163 | 2,088 |
Prepaid expenses and other current assets | 1,530 | 1,791 |
Total current assets | 82,060 | 70,763 |
Property and equipment, net | 380,107 | 381,099 |
Goodwill | 2,246 | 2,246 |
Deferred financing costs, net of accumulated amortization | 2,788 | 2,978 |
Other non current assets | 1,781 | 3,002 |
Total assets | 468,982 | 460,088 |
Current liabilities: | ||
Accounts payable | 3,520 | 4,407 |
Accrued liabilities | 8,334 | 13,815 |
Long-term debt, current portion | 4,511 | 4,511 |
Line of credit, current portion | 132 | 0 |
Deferred tax liability, current portion | 151 | 151 |
Obligations under capital leases, current portion | 277 | 277 |
Other current liabilities | 659 | 974 |
Total current liabilities | 17,584 | 24,135 |
Long-term debt | 198,270 | 200,970 |
Lines of credit | 25,000 | 0 |
Deferred tax liability | 24,087 | 24,134 |
Deferred gain on sale | 29,112 | 29,122 |
Deferred retirement obligations | 4,152 | 4,134 |
Obligations under capital leases | 588 | 588 |
Total liabilities | $ 298,793 | $ 283,083 |
Commitments and Contingencies (Note 10) | ||
Stockholders' equity: | ||
Preferred stock, no par value, 1,000,000 shares authorized; none issued | $ 0 | $ 0 |
Common stock, $1.00 par value, 15,000,000 shares authorized; 8,416,145 and 8,416,145 shares issued and 8,277,147 and 8,325,580 shares outstanding at December 31, 2015 and September 30, 2015, respectively | 8,416 | 8,416 |
Additional paid in capital | 19,736 | 21,289 |
Treasury stock, at cost, 138,998 and 90,565 shares held at December 31, 2015 and September 30, 2015, respectively | (5,755) | (3,962) |
Retained earnings | 142,993 | 146,455 |
Total Alico stockholders' equity | 165,390 | 172,198 |
Noncontrolling interest | 4,799 | 4,807 |
Total stockholders' equity | 170,189 | 177,005 |
Total liabilities and stockholders' equity | $ 468,982 | $ 460,088 |
CONDENSED COMBINED CONSOLIDATE4
CONDENSED COMBINED CONSOLIDATED BALANCE SHEETS (UNAUDITED) PARENTHETICAL - $ / shares | Dec. 31, 2015 | Sep. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value per share (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, shares issued | 8,416,145 | 8,416,145 |
Common stock, shares outstanding | 8,277,147 | 8,325,580 |
Treasury stock at cost, shares | 138,998 | 90,565 |
CONDENSED COMBINED CONSOLIDATE5
CONDENSED COMBINED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Cash Flows [Abstract] | ||
Net cash used in operating activities: | $ (14,781) | $ (16,446) |
Cash flows from investing activities: | ||
Acquisition of citrus businesses, net of cash acquired | 0 | (265,063) |
Proceeds on sale of sugarcane land | 0 | 97,151 |
Purchases of property and equipment | (2,988) | (1,808) |
Other | 140 | 361 |
Net cash used in investing activities | (2,848) | (169,359) |
Cash flows from financing activities: | ||
Proceeds from term loans | 0 | 182,555 |
Repayments on revolving line of credit | 0 | (22,309) |
Borrowings on revolving line of credit | 24,986 | 36,319 |
Repayment of term loan | 0 | (34,000) |
Principal payments on term loans | (2,699) | (290) |
Contingent consideration paid | (3,750) | 0 |
Treasury stock purchases | (2,602) | 0 |
Financing costs | 0 | (2,834) |
Dividends paid | (504) | (442) |
Distributions to members | 0 | (458) |
Net cash provided by financing activities | 15,431 | 158,541 |
Net decrease in cash and cash equivalents | (2,198) | (27,264) |
Cash and cash equivalents at beginning of year | 5,474 | 31,130 |
Cash and cash equivalents at end of year | 3,276 | 3,866 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest, net of amount capitalized | 2,003 | 351 |
Cash paid for income taxes | $ 0 | $ 4,600 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 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. We own approximately 121,000 acres of land throughout Florida inclusive of approximately 90,000 acres of mineral rights. We manage our land based upon its primary usage and review its performance based upon two primary classifications - Orange Co. and Conservation and Environmental Resources . We present our financial results based upon our three business segments ( Orange Co. , Conservation and Environmental Resources , and Other Operations). As a result of the disposition of our sugarcane land, we are no longer involved in sugarcane and the Improved Farmland segment is no longer material to our business and has been included in Other Operations. Basis of Presentation The Company has prepared the accompanying financial statements on a condensed combined consolidated basis. These accompanying unaudited condensed combined 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 and Combined Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015 , filed with the SEC on December 10, 2015. 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, 2016. All intercompany transactions and account balances between the consolidated and combined businesses have been eliminated. Effective February 28, 2015, the Company completed the merger (“Merger”) with 734 Citrus Holdings, LLC (“Silver Nip Citrus”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) with 734 Sub, LLC, a wholly owned subsidiary of the Company (“Merger Sub”), Silver Nip Citrus and, solely with respect to certain sections thereof, the equity holders of Silver Nip Citrus. The ownership of Silver Nip Citrus was held by 734 Agriculture, 74.89% , Mr. Clay Wilson, Chief Executive Officer of the Company, 5% and an entity controlled by Mr. Clay Wilson owned, 20.11% . As the Company and Silver Nip Citrus were under common control at the time of the Merger, we are required under U.S. GAAP to account for this common control acquisition in a manner similar to the pooling of interest method of accounting. Under this method of accounting, our Condensed Combined Consolidated Balance Sheets as of December 31, 2015 and September 30, 2015 reflect Silver Nip Citrus’ historical carryover basis in the assets and liabilities instead of reflecting the fair market value of the assets and liabilities. We have also retrospectively recast our financial statements to combine the operating results of the Company and Silver Nip Citrus from the date common control began, November 19, 2013. Change in Fiscal Year of Subsidiary Silver Nip Citrus’ fiscal year end was June 30, and their financial condition and results of operations as of and for the fiscal years ended June 30, 2015 and 2014 were included in the financial condition and results of operations of the Company as of and for the fiscal years ended September 30, 2015 and 2014 , respectively. Effective October 1, 2015, the fiscal year end for Silver Nip Citrus was changed to September 30 to reflect that of the Company. Accordingly, the Company’s financial condition as of December 31, 2015 and September 30, 2015 now includes the financial condition of Silver Nip Citrus as of December 31, 2015 and September 30, 2015 , respectively, and the Company’s results of operations for the three months ended December 31, 2015 and 2014 now includes the Silver Nip Citrus results of operations for the three months ended December 31, 2015 and 2014 , respectively. The impact of this change was not material to the Condensed Combined Consolidated Financial Statements with an approximate $480,000 decrease in total assets and an approximate net loss of $594,000 for the transition period related to this change included in Stockholders' Equity at September 30, 2015 . 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 makers (“CODMs”) in deciding how to assess performance and allocate resources. For the fiscal year ended September 30, 2015 , the Company’s CODMs assessed performance and allocated resources based on five operating segments: Citrus Groves, Improved Farmland, Ranch and Conservation, Agricultural Supply Chain Management and Other Operations. The former Citrus Groves and Agricultural Supply Chain Management segments have been combined in Orange Co. and, as a result of the disposition of our sugarcane land in fiscal year 2015, we are no longer involved in sugarcane and the Improved Farmland segment is no longer material to our business and has been combined in Other Operations. Effective October 1, 2015, the Company’s CODMs will assess performance and allocate resources based on three operating segments: Orange Co. , Conservation and Environmental Resources and Other Operations. Disclosures related to the three months ended December 31, 2014 have been revised to be consistent with the current operating segment structure. 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. The Financial Statements represent the Condensed Combined Consolidated Balance Sheets, Statements of Operations and Comprehensive Income and Statements of Cash Flows of Alico, Inc. and its subsidiaries. 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, Alico Fresh Fruit LLC and Citree Holdings 1, LLC. The Company considers the criteria established under FASB ASC 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 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. Noncontrolling Interest in Consolidated Affiliate The Financial Statements include all assets and liabilities of the less-than- 100% -owned affiliate 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 $16,018 and $0 for the three months ended December 31, 2015 and 2014 , of which 51% is attributable to the Company. Business Combinations The Company accounts for its business acquisitions under the acquisition method of accounting as indicated in FASB ASC No. 805, “Business Combinations”, which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed and any noncontrolling interest in the acquiree and establishes the acquisition date as the fair value measurement point. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities and noncontrolling interest in the acquiree, based on fair value estimates as of the date of acquisition. In accordance with FASB ASC No. 805, the Company recognizes and measures goodwill, if any, as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired. When we acquire a business from an entity under common control, whereby the companies are ultimately controlled by the same party or parties both before and after the transaction, it is treated similar to the pooling of interest method of accounting. The assets and liabilities are recorded at the transferring entity’s historical cost instead of reflecting the fair market value of assets and liabilities. 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 working capital, net income, equity or cash flows as previously reported. The Company manages its land based upon its primary usage and reviews its performance based upon two primary classifications – Orange Co. and Conservation and Environmental Resources . Other Operations include leasing mines, oil extraction rights to third parties and leasing activity on our improved farmlands. The Company presents its financial results and the related discussions based upon these three segments ( Orange Co. , Conservation and Environmental Resources and Other Operations). In the first quarter of fiscal year 2016, the Company has realigned its financial reporting segments to match its internal operations. References to U.S. GAAP in this Quarterly Report on Form 10-Q are to the Financial Accounting Standards Board, Accounting Standards Codification. Recent Accounting Pronouncements In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-17, "Balance Sheet Classification of Deferred Taxes" ("ASU 2015-17"), which will require entities to present all deferred tax liabilities and assets as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. The standard is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. Early application is permitted. The standard can be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. As this standard impacts presentation only, the adoption of ASU 2015-17 is not expected to have an impact on the Company's financial condition, results of operations and cash flows. In January 2016, the FASB issued ASU 2016-01. “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This guidance retains the current accounting for classifying and measuring investments in debt securities and loans, but requires equity investments to be measured at fair value with subsequent changes recognized in net income, except for those accounted for under the equity method or requiring consolidation. The guidance also changes the accounting for investments without a readily determinable fair value and that do not qualify for the practical expedient to estimate fair value. A policy election can be made for these investments whereby estimated fair value may be measured at cost and adjusted in subsequent periods for any impairment or changes in observable prices of identical or similar investments. We are currently evaluating the impact this guidance will have on our consolidated financial statements and it will become effective for us at the beginning of our first quarter of fiscal 2019. Seasonality The Company is primarily engaged in the production of fruit for sale to citrus markets, which is of a seasonal nature and subject to the influence of natural phenomena and wide price fluctuations. Historically, the second and third quarters of our fiscal year generally produce the majority of our annual revenue, and our working capital requirements are typically greater in the first and fourth quarters of our fiscal year. The results of the reported periods herein are not necessarily indicative of the results for any other interim periods or the entire fiscal year. |
Inventories
Inventories | 3 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following at December 31, 2015 and September 30, 2015 : (in thousands) December 31, September 30, 2015 2015 Unharvested fruit crop on the trees $ 54,433 $ 52,497 Beef cattle 1,780 1,612 Citrus tree nursery 2,511 2,854 Other 2,293 1,310 Total inventories $ 61,017 $ 58,273 The Company records its inventory at the lower of cost or net realizable value. For the three months ended December 31, 2015 and 2014 the Company did not record any adjustments to reduce inventory to net realizable value. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consists of the following at December 31, 2015 and September 30, 2015 : (in thousands) December 31, September 30, 2015 2015 Citrus trees $ 248,408 $ 247,488 Equipment and other facilities 57,439 56,200 Buildings and improvements 21,262 21,259 Breeding herd 12,464 11,924 Total depreciable properties 339,573 336,871 Less accumulated depreciation and depletion (73,959 ) (70,200 ) Net depreciable properties 265,614 266,671 Land and land improvements 114,493 114,428 Net property and equipment $ 380,107 $ 381,099 |
Acquisition and Dispositions
Acquisition and Dispositions | 3 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | Acquisitions and Dispositions Acquisition of Orange-Co On December 2, 2014 , the Company completed the acquisition of certain citrus and related assets of Orange-Co, LP (“Orange-Co”) pursuant to an Asset Purchase Agreement, which we refer to as the Orange-Co Purchase Agreement, dated as of December 1, 2014 and 51% of the ownership interests of Citree Holdings 1, LLC ("Citree"). The assets the Company purchased include approximately 20,263 acres of citrus groves in DeSoto and Charlotte Counties, Florida, which comprise one of the largest contiguous citrus grove properties in the state of Florida. Total assets acquired were approximately $277,792,000 , net of $2,060,000 in cash acquired and approximately $4,838,000 in fair value attributable to noncontrolling interest in Citree, including: (i) $147,500,000 in initial cash consideration funded from the proceeds of the sugarcane disposition and new term loan debt; (ii) up to $7,500,000 in additional cash consideration to be released from escrow in equal parts, subject to certain limitations, on December 1, 2015 and June 1, 2016 ; (iii) the refinancing of Orange-Co’s outstanding debt including approximately $92,290,000 in term loan debt and a working capital facility of approximately $27,857,000 and (iv) the assumption of certain other liabilities totaling approximately $4,705,000 . On December 1, 2014 , Alico deposited an irrevocable standby letter of credit issued by Rabo Agrifinance, Inc. in the aggregate amount of $7,500,000 into an escrow account to fund the additional cash consideration. On December 1, 2015, we paid $3,750,000 of additional consideration on the Orange-Co acquisition as contemplated by the Orange-Co Purchase Agreement. Our $7,500,000 irrevocable letter of credit securing the payment of the additional consideration expired and was replaced with a new letter of credit in the amount of $3,750,000 securing the final payment due on June 1, 2016 subject to certain limitations. This acquisition was accounted for under the acquisition method of accounting. Accordingly, the Company recognized amounts for identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values, while transaction and integration costs associated with the acquisition were expensed as incurred. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and noncontrolling interests is recognized as goodwill. All goodwill recognized will be deductible for income tax purposes. On the acquisition date, the initial accounting for the business combination was not complete and the total assets acquired and liabilities assumed were based on preliminary information and were subject to adjustment as new information was obtained. As a result of refinements to the preliminary purchase price allocation, an adjustment to the fair value of total assets acquired resulted in an increase of approximately $1,000,000 during the fiscal year ended September 30, 2015 . For the three months ended December 31, 2014 the Company incurred approximately $2,579,000 in professional and legal costs in connection with the Orange-Co acquisition. These costs are included in general and administrative expenses in the Condensed Combined Consolidated Statements of Operations and Comprehensive Income. The following table summarizes the final allocation of the acquisition cost to the assets acquired and liabilities assumed at the date of acquisition, based on their estimated fair values: Asset acquisition (in thousands) Amount Assets: Accounts receivable $ 888 Other current assets 845 Inventories 35,562 Property and equipment Citrus Trees 164,123 Land 63,395 Equipment and other facilities 13,431 Goodwill 2,246 Other assets 2,140 Total assets, net of cash acquired $ 282,630 Liabilities: Accounts payable and accrued liabilities $ 4,205 Debt 500 Contingent consideration 7,500 Total liabilities assumed $ 12,205 Assets acquired less liabilities assumed $ 270,425 Less: fair value attributable to noncontrolling interest (4,838 ) Total purchase consideration $ 265,587 Cash proceeds from sugarcane disposition $ 97,126 Working capital line of credit 27,857 Term loans 140,604 Total purchase consideration $ 265,587 Sugarcane Land On November 21, 2014 , the Company completed the sale of approximately 36,000 acres of land used for sugarcane production and land leasing in Hendry County, Florida to Global Ag Properties, LLC (“Global”) for approximately $97,900,000 in cash. We had previously leased approximately 30,600 of these acres to United States Sugar Corporation (the “USSC Lease”). The USSC Lease was assigned to Global in conjunction with the land sale. Net cash proceeds from the sugarcane land sale of approximately $97,126,000 were deposited with a Qualified Intermediary in anticipation of the Orange-Co asset acquisition in a tax deferred like-kind exchange pursuant to Internal Revenue Code Section 1031. The sales price is subject to post-closing adjustments over a ten ( 10 )-year period. The Company realized a gain of approximately $42,753,000 on the sale. Initially, $29,140,000 of the gain was deferred due to the Company’s continuing involvement in the property pursuant to a post-closing agreement and the potential price adjustments. The deferral represents the Company’s estimate of the maximum exposure to loss as a result of the continuing involvement. A net gain of approximately $13,613,000 was recognized on the sale and is recognized in Other income (expense) in the Condensed Combined Consolidated Statements of Operations and Comprehensive Income for the three months ended December 31, 2014 . On May 1, 2015 , the Company made a payment of $1,347,000 to Global pursuant to the sales contract. USSC’s lease is tied to the market price of sugar, and this payment is required annually in advance, to supplement the lease paid by USSC in the event that the sugar prices are below certain thresholds. Approximately $610,000 of this payment is included in prepaid expenses and other current assets in the Condensed Combined Consolidated Balance Sheet as of December 31, 2015 and the Company has recognized $364,029 in interest expense and $10,614 of the deferred gain for the three months ended December 31, 2015 . As a result of the disposition of our sugarcane land, we are no longer involved in sugarcane operations and, as of November 21, 2014 , the Improved Farmland segment was no longer material to our business, however, the sugarcane operation has not been classified as a discontinued operation due to the post-closing adjustments, amongst other involvement, as described above. Effective October 1, 2015, Improved Farmland is now included in the Other Operations reporting segment. |
Common Control Acquisition
Common Control Acquisition | 3 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Common Control Acquisition | Common Control Acquisition The Company completed the Merger with Silver Nip Citrus on February 28, 2015 (see Note 1, “Basis of Presentation - Description of Business”). Silver Nip Citrus owns approximately 7,400 acres of land, consisting primarily of citrus groves, in seven Florida counties (Polk, Hardee, Osceola, Martin, Highlands, Charlotte and Collier). Substantially all of its revenues derive from citrus operations. As the Company and Silver Nip Citrus were under common control at the time of the Merger, we have combined the results of operations of the Company and Silver Nip Citrus from the date common control began, November 19, 2013 . Separate results for the Company and Silver Nip Citrus for the three months ended December 31, 2014 are as follows: (in thousands except per share amounts) Three Months Ended December 31, 2014 Silver Nip Alico Citrus Total Operating revenue $ 16,158 $ 2,912 $ 19,070 Gross profit $ 3,144 $ 128 $ 3,272 Loss from operations $ (2,286 ) $ 74 $ (2,212 ) Net income $ 5,775 $ (569 ) $ 5,206 Earnings per common share: Basic $ 0.78 $ (0.08 ) $ 0.71 Diluted $ 0.78 $ (0.08 ) $ 0.71 |
Long-Term Debt and Lines of Cre
Long-Term Debt and Lines of Credit | 3 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Lines of Credit | Long-Term Debt and Lines of Credit December 31, September 30, 2015 2015 (in thousands) Long-term debt, net of current portion: Metropolitan Life Insurance Company and New England Life Insurance Company fixed rate term loans in the original principal amount of $125,000,000: the loans bear interest at the rate of 4.15% per annum as of December 31, 2015. The loans are collateralized by real estate and mature in November 2029. $ 110,000 $ 111,563 Metropolitan Life Insurance Company and New England Life Insurance Company variable rate term loans in the original principal amounts of $57,500,000: the variable interest rate was approximately 1.82% per annum as of December 31, 2015. The loans are collateralized by real estate and mature in November 2029. 54,625 55,344 Metropolitan Life Insurance Company term loan: the loan bears interest at the rate of 5.30% per annum as of December 31, 2015. A final advance of $2,500,000 is scheduled for March 1, 2016 subject to certain performance conditions. The interest rate is subject to adjustment on the date of the final advance. The loan is collateralized by real estate and matures in February 2029. 2,500 2,500 Prudential Mortgage Capital Company, LLC fixed rate term loans: the loans bear interest at the rate of 5.35% per annum as of December 31, 2015. The loans are collateralized by real estate and mature in June 2033. 25,060 25,350 Prudential Mortgage Capital Company, LLC fixed rate term loan: the loan bears interest at the rate of 3.85% per annum as of December 31, 2015. The loan is collateralized by real estate and matures in September 2021. 5,280 5,335 Prudential Mortgage Capital Company, LLC fixed rate term loan: the loan bears interest at the rate of 3.45% per annum as of December 31, 2015. The loan is collateralized by real estate and matures in September 2039. 5,280 5,335 Note payable to a financing company collateralized by equipment and maturing in December 2016. 36 54 202,781 205,481 Less current portion 4,511 4,511 Long-term debt $ 198,270 $ 200,970 December 31, September 30, 2015 2015 (in thousands) Lines of Credit: Metropolitan Life Insurance Company and New England Life Insurance Company revolving line of credit: this $25,000,000 line bears interest at a variable rate which was 1.82% per annum as of December 31, 2015. The line is collateralized by real estate and matures in November 2019. $ — $ — Rabo Agrifinance, Inc. working capital line of credit: this $70,000,000 line bears interest at a variable rate which was 1.99% per annum as of December 31, 2015. The line is collateralized by current assets and certain personal property and matures in November 2016. Availability under the line was approximately $30,884,000 as of December 31, 2015. 25,132 — Lines of Credit $ 25,132 $ — Future maturities of debt and lines of credit as of December 31, 2015 are as follows: (in thousands) Due within one year $ 4,643 Due between one and two years 8,225 Due between two and three years 10,825 Due between three and four years 35,925 Due between four and five years 10,975 Due beyond five years 157,320 Total future maturities $ 227,913 Debt Refinancing The Company refinanced its outstanding debt obligations on December 3, 2014 in connection with the Orange-Co acquisition (see Note 4 “Acquisitions and Dispositions”). The new credit facilities initially included $125,000,000 in fixed interest rate term loans, $57,500,000 in variable interest 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 new term loans and RLOC are secured by approximately 39,300 gross acres of citrus groves and 14,000 gross acres of farmland. The WCLC is secured by the Company’s current assets and certain other personal property owned by the Company. The new term loans are subject to quarterly principal payments of $2,281,250 and mature November 1, 2029 . The fixed rate term loans bear interest at 4.15% per annum, and the variable rate term loans bear interest at a rate equal to 90 day LIBOR plus 150 basis points (the “LIBOR spread”). The LIBOR spread is subject to adjustment by the lender on May 1, 2017 and every two years thereafter until maturity. Interest on the term loans is payable quarterly. The interest rate on the variable rate term loans was 1.82% per annum as of December 31, 2015 . The loans are collateralized by certain real estate of the Company. The Company may prepay up to $8,750,000 of the 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 and remains available to reduce future mandatory principal payments when the Company elects to do so. The 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 is subject to adjustment by the lender on May 1, 2017 and 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 1.82% per annum as of December 31, 2015 . The RLOC was available as of December 3, 2014 but has remained undrawn as of December 31, 2015 . 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. The spread is adjusted quarterly based on our 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 1.99% per annum as of December 31, 2015 . The WCLC facility matures November 1, 2016. Availability under the line of credit was approximately $30,884,000 as of December 31, 2015 . 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 our 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. The WCLC agreement provides for Rabo to issue up to $20,000,000 in letters of credit on the Company’s behalf. As of December 31, 2015 , there was approximately $13,984,000 in outstanding letters of credit which correspondingly reduced our availability under the line of credit. The outstanding balance on the WCLC was approximately $25,132,000 as of December 31, 2015 . On January 19, 2016, $25,000,000 was transferred from the WCLC to the RLOC and has been classified as non-current at December 31, 2015 in accordance with FASB ASC 470-10, "Debt." The remaining $132,000 balance on the WCLC has been classified as a current liability at December 31, 2015 . The Company capitalized approximately $2,834,000 of debt financing costs related to the refinancing. These costs, together with approximately $339,000 of costs related to the retired debt, will be amortized to interest expense over the applicable terms of the loans. The unamortized balance of deferred financing costs related to the financing was approximately $2,360,000 at December 31, 2015 . The Company recognized a loss on extinguishment of debt of approximately $947,000 related to the refinancing for the three months ended December 31, 2014 . The loss on extinguishment of debt is included in Other income (expense) in the Condensed Combined Consolidated Statement of Operations and Comprehensive Income for the three months ended December 31, 2014 . The new 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 $161,576,000 for the year ending September 30, 2016, (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. As of December 31, 2015 , the Company was in compliance with all of the financial covenants. The credit facilities also include a Met Life term loan secured by real estate owned by Citree. This is a $5,000,000 credit facility that initially bore interest at 5.49% 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 amendment extended the date of the final $2,500,000 advance from December 1, 2015 to March 1, 2016. The interest rate is subject to further adjustment at the time of the final advance. The loan matures in February 2029. The unamortized balance of deferred financing costs related to this loan was approximately $56,131 at December 31, 2015 . Silver Nip Citrus Debt Silver Nip Citrus has various loans payable to Prudential Mortgage Capital Company, LLC (“Prudential”) as described below. There are two fixed rate term loans with an original combined balance of $27,550,000 , bearing interest at 5.35% per annum. Principal of $290,000 is payable quarterly together with accrued interest. The Company may prepay up to $5,000,000 of principal without penalty. On February 15, 2015, Silver Nip Citrus made a prepayment of $750,000 . The loans are collateralized by real estate in Collier, Hardee, Highlands, Martin, Osceola and Polk Counties, Florida. Silver Nip Citrus entered into two 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 while the other bears interest at 3.45% per annum. The note with an interest rate of 3.85% per annum 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. Silver Nip Citrus had a $6,000,000 revolving line of credit with Prudential. This line of credit was paid in full and terminated on April 28, 2015. The unamortized balance of deferred financing costs related to the Silver Nip Citrus debt was approximately $372,000 at December 31, 2015 . The Silver Nip Citrus facilities are subject to a financial debt covenant requiring a current ratio of at least 1.50 to 1.00 measured at the end of each fiscal year. Silver Nip Citrus was in compliance with this covenant as of June 30, 2015, the most recent measurement date. The Silver Nip Citrus facilities are personally guaranteed by George Brokaw, Remy Trafelet and Clayton Wilson . Modification of Credit Agreements Rabo agreed, subject to certain conditions, that the Company may loan Silver Nip Citrus up to $7,000,000 on a revolving basis. These advances would be funded from either cash on hand or draws on the Company’s WCLC, for cash management purposes. 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. Interest costs expensed and capitalized were as follows: (in thousands) Three months ended December 31, 2015 2015 2014 Interest expense $ 2,503 $ 1,378 Interest capitalized 43 53 Total $ 2,546 $ 1,431 |
Earnings Per Common Share
Earnings Per Common Share | 3 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings Per Common Share Basic earnings per share for our 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. For the three months ended December 31, 2015 and 2014 , basic and diluted earnings per common share were as follows: (in thousands except per share amounts) Three months ended December 31, 2015 2014 Net (loss) income attributable to Alico, Inc. common stockholders $ (3,011 ) $ 5,206 Weighted average number of common shares outstanding - basic 8,303 7,367 Dilutive effect of equity awards — — Weighted average number of common shares outstanding - diluted 8,303 7,367 Net (loss) income per common shares attributable to Alico, Inc. common stockholders: Basic $ (0.36 ) $ 0.71 Diluted $ (0.36 ) $ 0.71 The computation of diluted earnings per common share for the three months ended December 31, 2015 excludes the impact of the equity awards because they are anti-dilutive. Such awards are comprised of 12,500 shares awarded to the Chief Executive Officer and Chief Financial Officer during the fiscal year ended September 30, 2015 . |
Segment Information
Segment Information | 3 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Segments Operating segments are defined in ASC Topic 280, "Segment Reporting" 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 are evaluated regularly by the Company’s CODMs in deciding how to assess performance and allocate resources. For the fiscal year ended September 30, 2015 , the Company’s CODMs assessed performance and allocated resources based on five operating segments: Citrus Groves, Improved Farmland, Ranch and Conservation, Agricultural Supply Chain Management and Other Operations. The former Citrus Groves and Agricultural Supply Chain Management segments have been combined in Orange Co. and, as a result of the disposition of our sugarcane land in fiscal year 2015, we are no longer involved in sugarcane and the Improved Farmland segment is no longer material to our business and has been combined in Other Operations. Effective October 1, 2015, the Company’s CODMs will assess performance and allocate resources based on three operating segments: Orange Co. , Conservation and Environmental Resources and Other Operations. The Company manages its land based upon its primary usage and reviews its performance based upon two primary classifications - Orange Co. and Conservation and Environmental Resources . In addition, Other Operations include leasing mines and oil extraction rights to third parties, as well as leasing improved farmland to third parties. Total revenues represent sales to unaffiliated customers, as reported in the Condensed Combined Consolidated Statements of Operations and Comprehensive Income. Intersegment sales and transfers are accounted by the Company as if the sales or transfers were to third parties at current market prices. 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. All intercompany transactions between the segments have been eliminated. Information by business segment is as follows: (in thousands) Three Months Ended December 31, 2015 2014 Revenues: Orange Co. $ 19,295 $ 16,993 Conservation and Environmental Resources 1,007 836 Other Operations 302 1,241 Total revenues 20,604 19,070 Operating expenses: Orange Co. 17,608 14,214 Conservation and Environmental Resources 1,560 745 Other Operations 70 839 Total operating expenses 19,238 15,798 Gross profit: Orange Co. 1,687 2,779 Conservation and Environmental Resources (553 ) 91 Other Operations 232 402 Total gross profit $ 1,366 $ 3,272 Depreciation, depletion and amortization: Orange Co. $ 3,357 $ 1,946 Conservation and Environmental Resources 232 243 Other Operations 106 128 Other Depreciation, Depletion and Amortization 313 667 Total depreciation, depletion and amortization $ 4,008 $ 2,984 (in thousands) December 31, September 30, 2015 2015 Assets: Orange Co. $ 421,505 $ 392,329 Conservation and Environmental Resources 13,776 13,779 Other Operations 21,189 31,468 Other Corporate Assets 12,512 22,512 Total Assets $ 468,982 $ 460,088 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | 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 (via restricted stock). Stock-based compensation expense for the Board of Director fees and Named Executive Officers was approximately $245,000 and $254,000 for the three months ended December 31, 2015 and 2014 , respectively. Stock compensation expense is recognized in corporate, general and administrative expenses in the Condensed Combined Consolidated Statements of Operations and Comprehensive Income. In fiscal year 2015, the Board of Directors authorized the repurchase of up to 170,000 shares of the Company’s common stock beginning March 25, 2015 and continuing through December 31, 2016 . The stock repurchases 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. The following table illustrates the Company’s treasury stock purchases and issuances for the three months ended December 31, 2015 : (in thousands, except share amounts) Shares Cost Balance as of September 30, 2015 90,565 $ 3,962 Purchased 64,136 2,602 Issued to Directors (15,703 ) (809 ) Balance as of December 31, 2015 138,998 $ 5,755 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Letters of Credit The Company has outstanding standby letters of credit in the total amount of approximately $13,984,000 and $17,498,500 at December 31, 2015 and September 30, 2015 , respectively, to secure its various contractual obligations. Legal Proceedings On March 11, 2015, a putative stockholder class action lawsuit captioned Shiva Y. Stein v. Alico, Inc., et al., No. 15-CA-000645 (the “Stein lawsuit”), was filed in the Circuit Court of the Twentieth Judicial District in and for Lee County, Florida, against Alico, Inc. (“Alico”), its current and certain former directors, 734 Citrus Holdings, LLC d/b/a Silver Nip Citrus, 734 Investors, LLC (“734 Investors”), 734 Agriculture, LLC (“734 Agriculture”) and 734 Sub, LLC (“734 Sub”) in connection with the acquisition of Silver Nip by Alico (the “Acquisition”). The complaint alleges that Alico’s directors at the time of the Acquisition, 734 Investors and 734 Agriculture breached fiduciary duties to Alico stockholders in connection with the Acquisition and that Silver Nip and 734 Sub aided and abetted such breaches. The lawsuit seeks, among other things, monetary and equitable relief, costs, fees (including attorneys’ fees) and expenses. On May 6, 2015, a putative stockholder class action and derivative lawsuit captioned Ruth S. Dimon Trust v. George R. Brokaw, et al., No. 15-CA-001162 (the “Dimon lawsuit”), was filed in the Circuit Court of the Twentieth Judicial District in and for Lee County, Florida, against Alico, its current directors, Silver Nip Citrus, 734 Investors and 734 Agriculture in connection with the Acquisition of Silver Nip Citrus by Alico. The complaint alleges claims for breach of fiduciary duty, gross mismanagement, waste of corporate assets and tortious interference with contract against Alico’s directors, unjust enrichment against three of the directors and aiding and abetting breach of fiduciary duty against Silver Nip Citrus, 734 investors and 734 Agriculture. The lawsuit seeks, among other things, rescission of the Acquisition, an injunction prohibiting certain payments to Silver Nip Citrus members, unspecified damages, disgorgement of profits, costs, fees (including attorneys’ fees) and expenses. On July 17, 2015, the plaintiffs in the Stein and Dimon lawsuits filed a stipulation and proposed order consolidating their cases for all purposes under the caption, In re Alico, Inc. Shareholder Litigation, Master File No. 15-CA-000645 (the “Consolidated Action”) and seeking the appointment of a lead plaintiff and lead and liaison counsel. The court entered that proposed order on July 21, 2015. On October 16, 2015, the lead plaintiff in the Consolidated Action reported to the court that the parties reached an agreement in principle to settle the Consolidated Action and other claims related to the Acquisition and that they are in the process of formally documenting their agreements. That process is ongoing and the settlement remains subject to final documentation and court approval following notice to the relevant Alico shareholders. Once the parties have completed the settlement documents, they will contact the court to schedule a hearing at which they will request the court to preliminarily approve the settlement and to set a final settlement hearing date. From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. There are no current legal proceedings to which we are a party to or of which any of our property is subject to that we believe will have a material adverse effect on our business financial position or results of operations. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Silver Nip Citrus Merger Agreement Effective February 28, 2015, the Company completed the merger (“Merger”) with 734 Citrus Holdings, LLC (“Silver Nip Citrus”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) with 734 Sub, LLC, a wholly owned subsidiary of the Company (“Merger Sub”), Silver Nip Citrus and, solely with respect to certain sections thereof, the equity holders of Silver Nip Citrus. The ownership of Silver Nip Citrus was held by 734 Agriculture, 74.89% , Mr. Clay Wilson, Chief Executive Officer of the Company, 5% and an entity controlled by Mr. Clay Wilson owned, 20.11% . 734 Agriculture has control over both Silver Nip Citrus and the Company and therefore the Merger was treated as a common control acquisition. At closing of the Merger, Merger Sub merged with and into Silver Nip Citrus, with Silver Nip Citrus and its affiliates surviving the Merger as wholly owned subsidiaries of the Company. Pursuant to the Merger Agreement, at closing, the Company issued 923,257 shares of the Company’s common stock, par value $1.00 per share, to the holders of membership interests in Silver Nip Citrus. Silver Nip Citrus’ outstanding net indebtedness at the closing of the Merger was approximately $40,278,000 and other liabilities totaled approximately $6,952,000 . The Company acquired assets at with a book value of approximately $65,739,000 and total net assets of approximately $18,470,000 . The shares issued were recorded at the carrying amount of the net assets transferred. The closing price of the Company's common stock on February 27, 2015 was $45.67 . Through December 2015, the former holders of membership interests (the "Members") in Silver Nip Citrus earned an additional 148,705 shares of the Company’s common stock pursuant to the Merger Agreement. The additional purchase consideration was based on the value of the proceeds received to date by the Company from the sale of citrus fruit harvested on Silver Nip Citrus’s citrus groves following the conclusion of the 2014-2015 citrus harvest season. The Members will receive additional Company common shares based on any additional proceeds received by the Company subsequent to December 2015 related to the 2014-2015 harvest season. For the three months ended December 31, 2014 , the Company incurred approximately $492,000 in professional and legal costs in connection with the Merger. These costs are included in corporate, general and administrative expenses in the Condensed Combined Consolidated Statements of Operations and Comprehensive Income for the three months ended December 31, 2014 . JD Alexander On November 6, 2013, JD Alexander tendered his resignation as Chief Executive Officer and as an employee of the Company, subject to and effective immediately after the Closing of the Share Purchase transaction on November 19, 2013. Mr. Alexander’s resignation included a waiver of any rights to any payments under his Change-in-Control Agreement with the Company. On November 6, 2013, the Company and Mr. Alexander also entered into a Consulting and Non-Competition Agreement under which (i) Mr. Alexander will provide consulting services to the Company during the two -year period after the Closing, (ii) Mr. Alexander 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 Closing, and (iii) the Company paid Mr. Alexander for such services and covenants $2,000,000 in twenty-four monthly installments. The Company expensed approximately $167,000 and $250,000 under the Consulting and Non-Competition Agreement for the three months ended December 31, 2015 and 2014 , respectively. 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 will provide 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 will pay Mr. Smith up to $1,225,000 for such services and covenants. The Company’s business operations previously managed by Mr. Smith are now managed by Clay Wilson, Chief Executive Officer of Alico. The Company expensed approximately $50,000 under the Consulting and Non-Competition Agreement for the three months ended December 31, 2015 . W. Mark Humphrey On June 1, 2015, W. Mark Humphrey tendered his resignation as Senior Vice President and Chief Financial Officer and as an employee of the Company. On June 1, 2015, the Company and Mr. Humphrey entered into a Separation and Consulting Agreement under which (i) Mr. Humphrey will provide consulting services to the Company for a one -year period after his resignation, and (ii) Mr. Humphrey will be entitled to the following benefits: (a) $100,000 in cash in a lump sum and (b) a consulting fee of $350,000 payable monthly during the period commencing on his resignation date and ending on the first anniversary of his resignation date. The Company expensed approximately $88,000 under the Separation and Consulting Agreement for the three months ended December 31, 2015. On June 1, 2015, the Company appointed John E. Kiernan to serve as Senior Vice President and Chief Financial Officer. Effective September 1, 2015, Mr. Humphrey was appointed to serve as Senior Vice President and Chief Accounting Officer and will continue to receive monthly payments under The Consulting Agreement through the first anniversary of his resignation date. Shared Services Agreement The Company has a shared services agreement with Trafelet Brokaw & Co., LLC (“TBCO”) whereby the Company will reimburse TBCO for use of office space and various administrative and support services. The annual cost of the office and services is approximately $400,000 . The agreement will expire in June 2016. The Company expensed approximately $98,560 under the Shared Services Agreement for the three months ended December 31, 2015 . |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued Liabilities consist of the following at December 31, 2015 and 2014 : (in thousands) December 31, September 30, 2015 2015 Ad valorem taxes $ 163 $ 2,640 Accrued interest 1,247 1,155 Accrued employee wages and benefits 1,522 427 Inventory received but not invoiced 456 581 Accrued dividends 497 501 Current portion of deferred retirement obligations 342 342 Additional purchase price consideration 3,750 7,500 Other accrued liabilities 357 669 Total accrued liabilities $ 8,334 $ 13,815 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The Company has prepared the accompanying financial statements on a condensed combined consolidated basis. These accompanying unaudited condensed combined 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 and Combined Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015 , filed with the SEC on December 10, 2015. 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, 2016. All intercompany transactions and account balances between the consolidated and combined businesses have been eliminated. Effective February 28, 2015, the Company completed the merger (“Merger”) with 734 Citrus Holdings, LLC (“Silver Nip Citrus”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) with 734 Sub, LLC, a wholly owned subsidiary of the Company (“Merger Sub”), Silver Nip Citrus and, solely with respect to certain sections thereof, the equity holders of Silver Nip Citrus. The ownership of Silver Nip Citrus was held by 734 Agriculture, 74.89% , Mr. Clay Wilson, Chief Executive Officer of the Company, 5% and an entity controlled by Mr. Clay Wilson owned, 20.11% . As the Company and Silver Nip Citrus were under common control at the time of the Merger, we are required under U.S. GAAP to account for this common control acquisition in a manner similar to the pooling of interest method of accounting. Under this method of accounting, our Condensed Combined Consolidated Balance Sheets as of December 31, 2015 and September 30, 2015 reflect Silver Nip Citrus’ historical carryover basis in the assets and liabilities instead of reflecting the fair market value of the assets and liabilities. We have also retrospectively recast our financial statements to combine the operating results of the Company and Silver Nip Citrus from the date common control began, November 19, 2013. |
Change in Fiscal Year of Subsidiary | Change in Fiscal Year of Subsidiary Silver Nip Citrus’ fiscal year end was June 30, and their financial condition and results of operations as of and for the fiscal years ended June 30, 2015 and 2014 were included in the financial condition and results of operations of the Company as of and for the fiscal years ended September 30, 2015 and 2014 , respectively. Effective October 1, 2015, the fiscal year end for Silver Nip Citrus was changed to September 30 to reflect that of the Company. Accordingly, the Company’s financial condition as of December 31, 2015 and September 30, 2015 now includes the financial condition of Silver Nip Citrus as of December 31, 2015 and September 30, 2015 , respectively, and the Company’s results of operations for the three months ended December 31, 2015 and 2014 now includes the Silver Nip Citrus results of operations for the three months ended December 31, 2015 and 2014 , respectively. |
Segments | 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 makers (“CODMs”) in deciding how to assess performance and allocate resources. For the fiscal year ended September 30, 2015 , the Company’s CODMs assessed performance and allocated resources based on five operating segments: Citrus Groves, Improved Farmland, Ranch and Conservation, Agricultural Supply Chain Management and Other Operations. The former Citrus Groves and Agricultural Supply Chain Management segments have been combined in Orange Co. and, as a result of the disposition of our sugarcane land in fiscal year 2015, we are no longer involved in sugarcane and the Improved Farmland segment is no longer material to our business and has been combined in Other Operations. Effective October 1, 2015, the Company’s CODMs will assess performance and allocate resources based on three operating segments: Orange Co. , Conservation and Environmental Resources and Other Operations. Disclosures related to the three months ended December 31, 2014 have been revised to be consistent with the current operating segment structure. |
Principles of Consolidation and Noncontrolling Interest in Consolidated Affiliate | Noncontrolling Interest in Consolidated Affiliate The Financial Statements include all assets and liabilities of the less-than- 100% -owned affiliate the Company controls, Citree Holdings I, LLC (“Citree”). Accordingly, the Company has recorded a noncontrolling interest in the equity of such entity. 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. The Financial Statements represent the Condensed Combined Consolidated Balance Sheets, Statements of Operations and Comprehensive Income and Statements of Cash Flows of Alico, Inc. and its subsidiaries. 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, Alico Fresh Fruit LLC and Citree Holdings 1, LLC. The Company considers the criteria established under FASB ASC 810, “Consolidations” in its consolidation process. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | 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 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. |
Business Combinations | Business Combinations The Company accounts for its business acquisitions under the acquisition method of accounting as indicated in FASB ASC No. 805, “Business Combinations”, which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed and any noncontrolling interest in the acquiree and establishes the acquisition date as the fair value measurement point. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities and noncontrolling interest in the acquiree, based on fair value estimates as of the date of acquisition. In accordance with FASB ASC No. 805, the Company recognizes and measures goodwill, if any, as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired. When we acquire a business from an entity under common control, whereby the companies are ultimately controlled by the same party or parties both before and after the transaction, it is treated similar to the pooling of interest method of accounting. The assets and liabilities are recorded at the transferring entity’s historical cost instead of reflecting the fair market value of assets and liabilities. |
Reclassifications | 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 working capital, net income, equity or cash flows as previously reported. The Company manages its land based upon its primary usage and reviews its performance based upon two primary classifications – Orange Co. and Conservation and Environmental Resources . Other Operations include leasing mines, oil extraction rights to third parties and leasing activity on our improved farmlands. The Company presents its financial results and the related discussions based upon these three segments ( Orange Co. , Conservation and Environmental Resources and Other Operations). In the first quarter of fiscal year 2016, the Company has realigned its financial reporting segments to match its internal operations. References to U.S. GAAP in this Quarterly Report on Form 10-Q are to the Financial Accounting Standards Board, Accounting Standards Codification. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-17, "Balance Sheet Classification of Deferred Taxes" ("ASU 2015-17"), which will require entities to present all deferred tax liabilities and assets as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. The standard is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. Early application is permitted. The standard can be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. As this standard impacts presentation only, the adoption of ASU 2015-17 is not expected to have an impact on the Company's financial condition, results of operations and cash flows. In January 2016, the FASB issued ASU 2016-01. “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This guidance retains the current accounting for classifying and measuring investments in debt securities and loans, but requires equity investments to be measured at fair value with subsequent changes recognized in net income, except for those accounted for under the equity method or requiring consolidation. The guidance also changes the accounting for investments without a readily determinable fair value and that do not qualify for the practical expedient to estimate fair value. A policy election can be made for these investments whereby estimated fair value may be measured at cost and adjusted in subsequent periods for any impairment or changes in observable prices of identical or similar investments. We are currently evaluating the impact this guidance will have on our consolidated financial statements and it will become effective for us at the beginning of our first quarter of fiscal 2019. |
Seasonality | Seasonality The Company is primarily engaged in the production of fruit for sale to citrus markets, which is of a seasonal nature and subject to the influence of natural phenomena and wide price fluctuations. Historically, the second and third quarters of our fiscal year generally produce the majority of our annual revenue, and our working capital requirements are typically greater in the first and fourth quarters of our fiscal year. The results of the reported periods herein are not necessarily indicative of the results for any other interim periods or the entire fiscal year. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consist of the following at December 31, 2015 and September 30, 2015 : (in thousands) December 31, September 30, 2015 2015 Unharvested fruit crop on the trees $ 54,433 $ 52,497 Beef cattle 1,780 1,612 Citrus tree nursery 2,511 2,854 Other 2,293 1,310 Total inventories $ 61,017 $ 58,273 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Property and equipment, net consists of the following at December 31, 2015 and September 30, 2015 : (in thousands) December 31, September 30, 2015 2015 Citrus trees $ 248,408 $ 247,488 Equipment and other facilities 57,439 56,200 Buildings and improvements 21,262 21,259 Breeding herd 12,464 11,924 Total depreciable properties 339,573 336,871 Less accumulated depreciation and depletion (73,959 ) (70,200 ) Net depreciable properties 265,614 266,671 Land and land improvements 114,493 114,428 Net property and equipment $ 380,107 $ 381,099 |
Acquisition and Dispositions (T
Acquisition and Dispositions (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Orange-Co | |
Business Acquisition [Line Items] | |
Schedule of assets acquired and liabilities assumed | The following table summarizes the final allocation of the acquisition cost to the assets acquired and liabilities assumed at the date of acquisition, based on their estimated fair values: Asset acquisition (in thousands) Amount Assets: Accounts receivable $ 888 Other current assets 845 Inventories 35,562 Property and equipment Citrus Trees 164,123 Land 63,395 Equipment and other facilities 13,431 Goodwill 2,246 Other assets 2,140 Total assets, net of cash acquired $ 282,630 Liabilities: Accounts payable and accrued liabilities $ 4,205 Debt 500 Contingent consideration 7,500 Total liabilities assumed $ 12,205 Assets acquired less liabilities assumed $ 270,425 Less: fair value attributable to noncontrolling interest (4,838 ) Total purchase consideration $ 265,587 Cash proceeds from sugarcane disposition $ 97,126 Working capital line of credit 27,857 Term loans 140,604 Total purchase consideration $ 265,587 |
Common Control Acquisition (Tab
Common Control Acquisition (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of result of operations | Separate results for the Company and Silver Nip Citrus for the three months ended December 31, 2014 are as follows: (in thousands except per share amounts) Three Months Ended December 31, 2014 Silver Nip Alico Citrus Total Operating revenue $ 16,158 $ 2,912 $ 19,070 Gross profit $ 3,144 $ 128 $ 3,272 Loss from operations $ (2,286 ) $ 74 $ (2,212 ) Net income $ 5,775 $ (569 ) $ 5,206 Earnings per common share: Basic $ 0.78 $ (0.08 ) $ 0.71 Diluted $ 0.78 $ (0.08 ) $ 0.71 |
Long-Term Debt and Lines of C23
Long-Term Debt and Lines of Credit (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt, net of current portion | December 31, September 30, 2015 2015 (in thousands) Long-term debt, net of current portion: Metropolitan Life Insurance Company and New England Life Insurance Company fixed rate term loans in the original principal amount of $125,000,000: the loans bear interest at the rate of 4.15% per annum as of December 31, 2015. The loans are collateralized by real estate and mature in November 2029. $ 110,000 $ 111,563 Metropolitan Life Insurance Company and New England Life Insurance Company variable rate term loans in the original principal amounts of $57,500,000: the variable interest rate was approximately 1.82% per annum as of December 31, 2015. The loans are collateralized by real estate and mature in November 2029. 54,625 55,344 Metropolitan Life Insurance Company term loan: the loan bears interest at the rate of 5.30% per annum as of December 31, 2015. A final advance of $2,500,000 is scheduled for March 1, 2016 subject to certain performance conditions. The interest rate is subject to adjustment on the date of the final advance. The loan is collateralized by real estate and matures in February 2029. 2,500 2,500 Prudential Mortgage Capital Company, LLC fixed rate term loans: the loans bear interest at the rate of 5.35% per annum as of December 31, 2015. The loans are collateralized by real estate and mature in June 2033. 25,060 25,350 Prudential Mortgage Capital Company, LLC fixed rate term loan: the loan bears interest at the rate of 3.85% per annum as of December 31, 2015. The loan is collateralized by real estate and matures in September 2021. 5,280 5,335 Prudential Mortgage Capital Company, LLC fixed rate term loan: the loan bears interest at the rate of 3.45% per annum as of December 31, 2015. The loan is collateralized by real estate and matures in September 2039. 5,280 5,335 Note payable to a financing company collateralized by equipment and maturing in December 2016. 36 54 202,781 205,481 Less current portion 4,511 4,511 Long-term debt $ 198,270 $ 200,970 |
Schedule of lines of credit | December 31, September 30, 2015 2015 (in thousands) Lines of Credit: Metropolitan Life Insurance Company and New England Life Insurance Company revolving line of credit: this $25,000,000 line bears interest at a variable rate which was 1.82% per annum as of December 31, 2015. The line is collateralized by real estate and matures in November 2019. $ — $ — Rabo Agrifinance, Inc. working capital line of credit: this $70,000,000 line bears interest at a variable rate which was 1.99% per annum as of December 31, 2015. The line is collateralized by current assets and certain personal property and matures in November 2016. Availability under the line was approximately $30,884,000 as of December 31, 2015. 25,132 — Lines of Credit $ 25,132 $ — |
Schedule of future maturities of debt and lines of credit | Future maturities of debt and lines of credit as of December 31, 2015 are as follows: (in thousands) Due within one year $ 4,643 Due between one and two years 8,225 Due between two and three years 10,825 Due between three and four years 35,925 Due between four and five years 10,975 Due beyond five years 157,320 Total future maturities $ 227,913 |
Schedule of interest costs expensed and capitalized | Interest costs expensed and capitalized were as follows: (in thousands) Three months ended December 31, 2015 2015 2014 Interest expense $ 2,503 $ 1,378 Interest capitalized 43 53 Total $ 2,546 $ 1,431 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per common share | For the three months ended December 31, 2015 and 2014 , basic and diluted earnings per common share were as follows: (in thousands except per share amounts) Three months ended December 31, 2015 2014 Net (loss) income attributable to Alico, Inc. common stockholders $ (3,011 ) $ 5,206 Weighted average number of common shares outstanding - basic 8,303 7,367 Dilutive effect of equity awards — — Weighted average number of common shares outstanding - diluted 8,303 7,367 Net (loss) income per common shares attributable to Alico, Inc. common stockholders: Basic $ (0.36 ) $ 0.71 Diluted $ (0.36 ) $ 0.71 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of information by business segment | Information by business segment is as follows: (in thousands) Three Months Ended December 31, 2015 2014 Revenues: Orange Co. $ 19,295 $ 16,993 Conservation and Environmental Resources 1,007 836 Other Operations 302 1,241 Total revenues 20,604 19,070 Operating expenses: Orange Co. 17,608 14,214 Conservation and Environmental Resources 1,560 745 Other Operations 70 839 Total operating expenses 19,238 15,798 Gross profit: Orange Co. 1,687 2,779 Conservation and Environmental Resources (553 ) 91 Other Operations 232 402 Total gross profit $ 1,366 $ 3,272 Depreciation, depletion and amortization: Orange Co. $ 3,357 $ 1,946 Conservation and Environmental Resources 232 243 Other Operations 106 128 Other Depreciation, Depletion and Amortization 313 667 Total depreciation, depletion and amortization $ 4,008 $ 2,984 (in thousands) December 31, September 30, 2015 2015 Assets: Orange Co. $ 421,505 $ 392,329 Conservation and Environmental Resources 13,776 13,779 Other Operations 21,189 31,468 Other Corporate Assets 12,512 22,512 Total Assets $ 468,982 $ 460,088 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of treasury stock purchases and issuances | The following table illustrates the Company’s treasury stock purchases and issuances for the three months ended December 31, 2015 : (in thousands, except share amounts) Shares Cost Balance as of September 30, 2015 90,565 $ 3,962 Purchased 64,136 2,602 Issued to Directors (15,703 ) (809 ) Balance as of December 31, 2015 138,998 $ 5,755 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued Liabilities consist of the following at December 31, 2015 and 2014 : (in thousands) December 31, September 30, 2015 2015 Ad valorem taxes $ 163 $ 2,640 Accrued interest 1,247 1,155 Accrued employee wages and benefits 1,522 427 Inventory received but not invoiced 456 581 Accrued dividends 497 501 Current portion of deferred retirement obligations 342 342 Additional purchase price consideration 3,750 7,500 Other accrued liabilities 357 669 Total accrued liabilities $ 8,334 $ 13,815 |
Basis of Presentation (Details)
Basis of Presentation (Details) a in Thousands | Oct. 01, 2015segment | Dec. 31, 2015USD ($)aclassificationsegment | Dec. 31, 2014USD ($) | Sep. 30, 2015segment | Feb. 28, 2015 |
Property, Plant and Equipment [Line Items] | |||||
Number of business segments | segment | 3 | 3 | 5 | ||
Ownership interest (as a percent) | 51.00% | ||||
Net loss | $ 3,019,000 | $ (5,206,000) | |||
Citree | |||||
Property, Plant and Equipment [Line Items] | |||||
Net loss attributable to noncontrolling interest | 16,018 | 0 | |||
734 Agriculture | Silver Nip Citrus | |||||
Property, Plant and Equipment [Line Items] | |||||
Ownership interest (as a percent) | 74.89% | ||||
Mr. Clay Wilson | Silver Nip Citrus | |||||
Property, Plant and Equipment [Line Items] | |||||
Ownership interest (as a percent) | 5.00% | ||||
Entity Controlled by Mr. Clay Wilson | Silver Nip Citrus | |||||
Property, Plant and Equipment [Line Items] | |||||
Ownership interest (as a percent) | 20.11% | ||||
Subsidiaries | |||||
Property, Plant and Equipment [Line Items] | |||||
Decrease to total assets | $ 480,000 | ||||
Net loss | $ 594,000 | ||||
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Area of land owned (in acres) | a | 121 | ||||
Number of primary classifications | classification | 2 | ||||
Mineral Rights | |||||
Property, Plant and Equipment [Line Items] | |||||
Area of land owned (in acres) | a | 90 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 |
Inventory [Line Items] | ||
Total inventories | $ 61,017 | $ 58,273 |
Unharvested fruit crop on the trees | ||
Inventory [Line Items] | ||
Unharvested fruit crop on the trees and Beef cattle | 54,433 | 52,497 |
Beef cattle | ||
Inventory [Line Items] | ||
Unharvested fruit crop on the trees and Beef cattle | 1,780 | 1,612 |
Citrus tree nursery | ||
Inventory [Line Items] | ||
Citrus tree nursery and Other | 2,511 | 2,854 |
Other | ||
Inventory [Line Items] | ||
Citrus tree nursery and Other | $ 2,293 | $ 1,310 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 |
Property, Plant and Equipment [Line Items] | ||
Net property and equipment | $ 380,107 | $ 381,099 |
Citrus trees | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 248,408 | 247,488 |
Equipment and other facilities | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 57,439 | 56,200 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 21,262 | 21,259 |
Breeding herd | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 12,464 | 11,924 |
Depreciable Properties | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 339,573 | 336,871 |
Less accumulated depreciation and depletion | (73,959) | (70,200) |
Net property and equipment | 265,614 | 266,671 |
Land and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 114,493 | $ 114,428 |
Acquisition and Dispositions -
Acquisition and Dispositions - Acquisition of Orange-Co (Details) | Dec. 01, 2015USD ($) | Dec. 02, 2014USD ($)a | Dec. 01, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2015USD ($) |
Business Acquisition [Line Items] | ||||||
Additional consideration | $ 0 | $ 265,063,000 | ||||
Citree | ||||||
Business Acquisition [Line Items] | ||||||
Ownership interest (as a percent) | 51.00% | |||||
Orange-Co | ||||||
Business Acquisition [Line Items] | ||||||
Area of land acquired (in acres) | a | 20,263 | |||||
Cost of total assets acquired | $ 277,792,000 | |||||
Cash acquired | 2,060,000 | |||||
Fair value attributable to noncontrolling interest | 4,838,000 | |||||
Initial cash consideration | 147,500,000 | |||||
Additional cash consideration (up to) | 7,500,000 | |||||
Term loan debt | 500,000 | |||||
Other liabilities | 4,705,000 | |||||
Standby letter of credit issued | $ 7,500,000 | |||||
Additional consideration | $ 3,750,000 | 97,126,000 | ||||
Fair value of total assets acquired | $ 1,000,000 | |||||
Orange-Co | General and Administrative Expense | ||||||
Business Acquisition [Line Items] | ||||||
Professional and legal costs | $ 2,579,000 | |||||
Orange-Co | Refinancing Debt | ||||||
Business Acquisition [Line Items] | ||||||
Term loan debt | 92,290,000 | |||||
Working capital facility | $ 27,857,000 |
Acquisition and Dispositions 32
Acquisition and Dispositions - Summary of Final Allocation of Acquisition Cost to Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 01, 2015 | Dec. 02, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 |
Assets: | |||||
Goodwill | $ 2,246 | $ 2,246 | |||
Liabilities: | |||||
Cash proceeds from sugarcane disposition | $ 0 | $ 265,063 | |||
Orange-Co | |||||
Assets: | |||||
Accounts receivable | $ 888 | ||||
Other current assets | 845 | ||||
Inventories | 35,562 | ||||
Goodwill | 2,246 | ||||
Other assets | 2,140 | ||||
Total assets, net of cash acquired | 282,630 | ||||
Liabilities: | |||||
Accounts payable and accrued liabilities | 4,205 | ||||
Debt | 500 | ||||
Contingent consideration | 7,500 | ||||
Total liabilities assumed | 12,205 | ||||
Assets acquired less liabilities assumed | 270,425 | ||||
Less: fair value attributable to noncontrolling interest | (4,838) | ||||
Cash proceeds from sugarcane disposition | $ 3,750 | 97,126 | |||
Total purchase consideration | 265,587 | ||||
Orange-Co | Term loans | |||||
Liabilities: | |||||
Working capital line of credit and Term loans | 140,604 | ||||
Orange-Co | Working capital line of credit | |||||
Liabilities: | |||||
Working capital line of credit and Term loans | 27,857 | ||||
Orange-Co | Citrus Trees | |||||
Assets: | |||||
Property and equipment | 164,123 | ||||
Orange-Co | Land | |||||
Assets: | |||||
Property and equipment | 63,395 | ||||
Orange-Co | Equipment and other facilities | |||||
Assets: | |||||
Property and equipment | $ 13,431 |
Acquisition and Dispositions 33
Acquisition and Dispositions - Sugarcane Land (Details) | May. 01, 2015USD ($) | Nov. 21, 2014USD ($)a | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2015USD ($) |
Business Acquisition [Line Items] | |||||
Deferred gain | $ 29,112,000 | $ 29,122,000 | |||
Net gain on sale | 142,000 | $ 13,497,000 | |||
Property Subject to Operating Lease | |||||
Business Acquisition [Line Items] | |||||
Deferred gain | 10,614 | ||||
Payments for sales contract | $ 1,347,000 | ||||
Interest expense recognized | 364,029 | ||||
Property Subject to Operating Lease | Prepaid Expenses and Other Current Assets | |||||
Business Acquisition [Line Items] | |||||
Portion of payment included in prepaid expenses and other current assets | $ 610,000 | ||||
Global | |||||
Business Acquisition [Line Items] | |||||
Area of land used (in acres) | a | 36,000 | ||||
Cash received from sale of land | $ 97,900,000 | ||||
Net cash proceeds | 97,126,000 | ||||
Post-closing adjustment period | 10 years | ||||
Gain on sale | 42,753,000 | ||||
Deferred gain | $ 29,140,000 | ||||
Global | Other Income (Expense) | |||||
Business Acquisition [Line Items] | |||||
Net gain on sale | $ 13,613,000 | ||||
Global | Property Subject to Operating Lease | |||||
Business Acquisition [Line Items] | |||||
Area of land used (in acres) | a | 30,600 |
Common Control Acquisition - Na
Common Control Acquisition - Narrative (Details) | 3 Months Ended |
Dec. 31, 2015acounty | |
Florida | |
Business Acquisition [Line Items] | |
Number of Florida counties | county | 7 |
Silver Nip Citrus | |
Business Acquisition [Line Items] | |
Area of land owned (in acres) | a | 7,400 |
Common Control Acquisition - Sc
Common Control Acquisition - Schedule of Results of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||
Operating revenue | $ 19,070 | |
Gross profit | $ 1,366 | 3,272 |
Loss from operations | (2,559) | (2,212) |
Net income | $ (3,019) | $ 5,206 |
Earnings per common share: | ||
Basic (in dollars per share) | $ (0.36) | $ 0.71 |
Diluted (in dollars per share) | $ (0.36) | $ 0.71 |
Alico | ||
Business Acquisition [Line Items] | ||
Operating revenue | $ 16,158 | |
Gross profit | 3,144 | |
Loss from operations | (2,286) | |
Net income | $ 5,775 | |
Earnings per common share: | ||
Basic (in dollars per share) | $ 0.78 | |
Diluted (in dollars per share) | $ 0.78 | |
Silver Nip Citrus | ||
Business Acquisition [Line Items] | ||
Operating revenue | $ 2,912 | |
Gross profit | 128 | |
Loss from operations | 74 | |
Net income | $ (569) | |
Earnings per common share: | ||
Basic (in dollars per share) | $ (0.08) | |
Diluted (in dollars per share) | $ (0.08) |
Long-Term Debt and Lines of C36
Long-Term Debt and Lines of Credit - Schedule of Long-term Debt, Net of Current Portion (Details) - USD ($) | 3 Months Ended | ||
Dec. 31, 2015 | Sep. 30, 2015 | Dec. 03, 2014 | |
Debt Instrument [Line Items] | |||
Long-term debt, net of current portion | $ 202,781,000 | $ 205,481,000 | |
Less current portion | 4,511,000 | 4,511,000 | |
Long-term debt | 198,270,000 | 200,970,000 | |
Metropolitan Life Insurance Company and New England Life Insurance Company fixed rate term loans in the original principal amount of $125,000,000: the loans bear interest at the rate of 4.15% per annum as of December 31, 2015. The loans are collateralized by real estate and mature in November 2029. | |||
Debt Instrument [Line Items] | |||
Long-term debt, net of current portion | 110,000,000 | 111,563,000 | $ 125,000,000 |
Principal amount | $ 125,000,000 | ||
Fixed interest rate | 4.15% | 4.15% | |
Metropolitan Life Insurance Company and New England Life Insurance Company variable rate term loans in the original principal amounts of $57,500,000: the variable interest rate was approximately 1.82% per annum as of December 31, 2015. The loans are collateralized by real estate and mature in November 2029. | |||
Debt Instrument [Line Items] | |||
Long-term debt, net of current portion | $ 54,625,000 | 55,344,000 | $ 57,500,000 |
Principal amount | $ 57,500,000 | ||
Variable interest rate | 1.82% | ||
Metropolitan Life Insurance Company term loan: the loan bears interest at the rate of 5.30% per annum as of December 31, 2015. A final advance of $2,500,000 is scheduled for March 1, 2016 subject to certain performance conditions. The interest rate is subject to adjustment on the date of the final advance. The loan is collateralized by real estate and matures in February 2029. | |||
Debt Instrument [Line Items] | |||
Long-term debt, net of current portion | $ 2,500,000 | 2,500,000 | |
Final advance | $ 2,500,000 | ||
Fixed interest rate | 5.30% | ||
Prudential Mortgage Capital Company, LLC fixed rate term loans: the loans bear interest at the rate of 5.35% per annum as of December 31, 2015. The loans are collateralized by real estate and mature in June 2033. | |||
Debt Instrument [Line Items] | |||
Long-term debt, net of current portion | $ 25,060,000 | 25,350,000 | |
Fixed interest rate | 5.35% | ||
Prudential Mortgage Capital Company, LLC fixed rate term loan: the loan bears interest at the rate of 3.85% per annum as of December 31, 2015. The loan is collateralized by real estate and matures in September 2021. | |||
Debt Instrument [Line Items] | |||
Long-term debt, net of current portion | $ 5,280,000 | 5,335,000 | |
Fixed interest rate | 3.85% | ||
Prudential Mortgage Capital Company, LLC fixed rate term loan: the loan bears interest at the rate of 3.45% per annum as of December 31, 2015. The loan is collateralized by real estate and matures in September 2039. | |||
Debt Instrument [Line Items] | |||
Long-term debt, net of current portion | $ 5,280,000 | 5,335,000 | |
Fixed interest rate | 3.45% | ||
Note payable to a financing company collateralized by equipment and maturing in December 2016. | |||
Debt Instrument [Line Items] | |||
Long-term debt, net of current portion | $ 36,000 | $ 54,000 |
Long-Term Debt and Lines of C37
Long-Term Debt and Lines of Credit - Schedule of Lines of Credit (Details) - USD ($) | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 03, 2014 |
Line of Credit Facility [Line Items] | |||
Lines of Credit | $ 25,132,000 | $ 0 | |
Metropolitan Life Insurance Company and New England Life Insurance Company revolving line of credit: this $25,000,000 line bears interest at a variable rate which was 1.82% per annum as of December 31, 2015. The line is collateralized by real estate and matures in November 2019. | |||
Line of Credit Facility [Line Items] | |||
Lines of Credit | 0 | 0 | |
Revolving line of credit | $ 25,000,000 | $ 25,000,000 | |
Interest rate | 1.82% | ||
Rabo Agrifinance, Inc. working capital line of credit: this $70,000,000 line bears interest at a variable rate which was 1.99% per annum as of December 31, 2015. The line is collateralized by current assets and certain personal property and matures in November 2016. Availability under the line was approximately $30,884,000 as of December 31, 2015. | |||
Line of Credit Facility [Line Items] | |||
Lines of Credit | $ 25,132,000 | $ 0 | |
Revolving line of credit | 70,000,000 | $ 70,000,000 | |
Availability under line of credit | $ 30,884,000 | ||
Interest rate | 1.99% |
Long-Term Debt and Lines of C38
Long-Term Debt and Lines of Credit - Schedule of Future Maturities of Debt and Lines of Credit (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Debt Disclosure [Abstract] | |
Due within one year | $ 4,643 |
Due between one and two years | 8,225 |
Due between two and three years | 10,825 |
Due between three and four years | 35,925 |
Due between four and five years | 10,975 |
Due beyond five years | 157,320 |
Total future maturities | $ 227,913 |
Long-Term Debt and Lines of C39
Long-Term Debt and Lines of Credit - Debt Refinancing (Details) | Mar. 01, 2016USD ($) | Sep. 17, 2015USD ($) | Dec. 03, 2014USD ($)a | Mar. 04, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2016USD ($) | Jan. 19, 2016USD ($) | Sep. 30, 2015USD ($) |
Debt Instrument [Line Items] | |||||||||
Interest rate term loans | $ 202,781,000 | $ 205,481,000 | |||||||
Outstanding balance | 25,132,000 | 0 | |||||||
Outstanding balance transferred | 25,000,000 | 0 | |||||||
Remaining balance | 132,000 | 0 | |||||||
Capitalized amount of debt financing costs | $ 2,834,000 | ||||||||
Deferred financing costs | 2,360,000 | ||||||||
Loss on extinguishment of debt | 0 | $ 947,000 | |||||||
Minimum debt service coverage ratio | 1.10 | ||||||||
Tangible net worth | $ 160,000,000 | ||||||||
Percentage of consolidated net income | 10.00% | ||||||||
Minimum current ratio | 1.50 | ||||||||
Debt to total assets ratio | 0.625 | ||||||||
Limit on capital expenditures | $ 30,000,000 | ||||||||
Advances | 24,986,000 | 36,319,000 | |||||||
Scenario, Forecast | |||||||||
Debt Instrument [Line Items] | |||||||||
Annual increase of tangible net worth | $ 161,600,000 | ||||||||
Other Income (Expense) | |||||||||
Debt Instrument [Line Items] | |||||||||
Loss on extinguishment of debt | $ 947,000 | ||||||||
Citrus Groves | |||||||||
Debt Instrument [Line Items] | |||||||||
Area of land (in acres) | a | 39,300 | ||||||||
Farmland | |||||||||
Debt Instrument [Line Items] | |||||||||
Area of land (in acres) | a | 14,000 | ||||||||
RLOC | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving line of credit | $ 25,000,000 | 25,000,000 | |||||||
Outstanding balance | 0 | 0 | |||||||
RLOC | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding balance transferred | $ 25,000,000 | ||||||||
RLOC | 90 Day LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
LIBOR spread | 1.50% | ||||||||
RLOC | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Annual commitment fee (as a percent) | 0.25% | ||||||||
WCLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving line of credit | $ 70,000,000 | $ 70,000,000 | |||||||
Variable interest rate | 1.99% | ||||||||
Availability under line of credit | $ 30,884,000 | ||||||||
Outstanding letters of credit | 13,984,000 | ||||||||
Outstanding balance | 25,132,000 | 0 | |||||||
Remaining balance | $ 132,000 | ||||||||
WCLC | Letter of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving line of credit | $ 20,000,000 | ||||||||
WCLC | One Month LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
LIBOR spread | 1.75% | ||||||||
WCLC | One Month LIBOR | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
LIBOR spread | 1.75% | ||||||||
Annual commitment fee (as a percent) | 0.20% | ||||||||
WCLC | One Month LIBOR | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
LIBOR spread | 2.50% | ||||||||
Annual commitment fee (as a percent) | 0.30% | ||||||||
Old RLOC | |||||||||
Debt Instrument [Line Items] | |||||||||
Deferred financing costs | $ 339,000 | ||||||||
Metlife Term Loan | Citree | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving line of credit | $ 5,000,000 | ||||||||
Deferred financing costs | 56,131 | ||||||||
Interest rate | 5.30% | 5.49% | |||||||
Advances | $ 2,000,000 | $ 500,000 | |||||||
Metlife Term Loan | Scenario, Forecast | Citree | |||||||||
Debt Instrument [Line Items] | |||||||||
Advances | $ 2,500,000 | ||||||||
Metropolitan Life Insurance Company and New England Life Insurance Company fixed rate term loans in the original principal amount of $125,000,000: the loans bear interest at the rate of 4.15% per annum as of December 31, 2015. The loans are collateralized by real estate and mature in November 2029. | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate term loans | $ 125,000,000 | $ 110,000,000 | 111,563,000 | ||||||
Quarterly principal payments | $ 2,281,250 | ||||||||
Fixed interest rate | 4.15% | 4.15% | |||||||
Prepayment amount of the fixed term loan | $ 8,750,000 | ||||||||
Metropolitan Life Insurance Company and New England Life Insurance Company variable rate term loans in the original principal amounts of $57,500,000: the variable interest rate was approximately 1.82% per annum as of December 31, 2015. The loans are collateralized by real estate and mature in November 2029. | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate term loans | $ 57,500,000 | $ 54,625,000 | $ 55,344,000 | ||||||
LIBOR spread subject to adjustment period | 2 years | ||||||||
Variable interest rate | 1.82% | ||||||||
Metropolitan Life Insurance Company and New England Life Insurance Company variable rate term loans in the original principal amounts of $57,500,000: the variable interest rate was approximately 1.82% per annum as of December 31, 2015. The loans are collateralized by real estate and mature in November 2029. | 90 Day LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
LIBOR spread | 1.50% |
Long-Term Debt and Lines of C40
Long-Term Debt and Lines of Credit - Silver Nip Citrus Debt (Details) | Dec. 03, 2014USD ($) | Sep. 04, 2014USD ($)aloan | Dec. 31, 2015USD ($)aloan | Sep. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Feb. 15, 2015USD ($) |
Debt Instrument [Line Items] | ||||||
Number of fixed rate term loans | loan | 2 | |||||
Interest rate term loans | $ 202,781,000 | $ 205,481,000 | ||||
Deferred financing costs | 2,360,000 | |||||
Minimum current ratio | 1.50 | |||||
Rabo Agrifinance, Inc. variable rate term loan. The loan was refinanced on December 3, 2014. | ||||||
Debt Instrument [Line Items] | ||||||
Deferred financing costs | 339,000 | |||||
Metropolitan Life Insurance Company and New England Life Insurance Company fixed rate term loans in the original principal amount of $125,000,000: the loans bear interest at the rate of 4.15% per annum as of December 31, 2015. The loans are collateralized by real estate and mature in November 2029. | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate term loans | $ 125,000,000 | $ 110,000,000 | $ 111,563,000 | |||
Fixed interest rate | 4.15% | 4.15% | ||||
Quarterly principal payments | $ 2,281,250 | |||||
Prepayment amount of the fixed term loan | $ 8,750,000 | |||||
Silver Nip Citrus | ||||||
Debt Instrument [Line Items] | ||||||
Area of land acquired (in acres) | a | 7,400 | |||||
Minimum current ratio | 1.5 | |||||
Silver Nip Citrus | Rabo Agrifinance, Inc. variable rate term loan. The loan was refinanced on December 3, 2014. | ||||||
Debt Instrument [Line Items] | ||||||
Revolving line of credit | $ 6,000,000 | |||||
Silver Nip Citrus | TRB | ||||||
Debt Instrument [Line Items] | ||||||
Area of land acquired (in acres) | a | 1,500 | |||||
Silver Nip Citrus | Metropolitan Life Insurance Company and New England Life Insurance Company fixed rate term loans in the original principal amount of $125,000,000: the loans bear interest at the rate of 4.15% per annum as of December 31, 2015. The loans are collateralized by real estate and mature in November 2029. | ||||||
Debt Instrument [Line Items] | ||||||
Number of fixed rate term loans | loan | 2 | |||||
Interest rate term loans | $ 27,550,000 | |||||
Fixed interest rate | 5.35% | |||||
Quarterly principal payments | $ 290,000 | |||||
Prepayment amount of the fixed term loan | 5,000,000 | |||||
Amount of prepayment | $ 750,000 | |||||
Silver Nip Citrus | Metropolitan Life Insurance Company and New England Life Insurance Company fixed rate term loans in the original principal amount of $125,000,000: the loans bear interest at the rate of 4.15% per annum as of December 31, 2015. The loans are collateralized by real estate and mature in November 2029. | Prudential | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate term loans | $ 5,500,000 | |||||
Quarterly principal payments | $ 55,000 | |||||
Silver Nip Citrus | Fixed Rate Term Loan1 | ||||||
Debt Instrument [Line Items] | ||||||
Fixed interest rate | 3.85% | |||||
Silver Nip Citrus | Fixed Rate Term Loan2 | ||||||
Debt Instrument [Line Items] | ||||||
Fixed interest rate | 3.45% | |||||
Silver Nip Citrus | Silver Nip Citrus Debt | ||||||
Debt Instrument [Line Items] | ||||||
Deferred financing costs | $ 372,000 |
Long-Term Debt and Lines of C41
Long-Term Debt and Lines of Credit - Modification of Credit Agreements (Details) - USD ($) | Dec. 31, 2015 | Sep. 30, 2015 |
Debt Instrument [Line Items] | ||
Interest rate term loans (up to) | $ 202,781,000 | $ 205,481,000 |
Silver Nip Citrus | Loans Payable | ||
Debt Instrument [Line Items] | ||
Interest rate term loans (up to) | 7,000,000 | |
Limited guaranty and security agreement | $ 7,000,000 |
Long-Term Debt and Lines of C42
Long-Term Debt and Lines of Credit - Schedule of Interest Costs Expensed and Capitalized (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 2,503 | $ 1,378 |
Interest capitalized | 43 | 53 |
Total | $ 2,546 | $ 1,431 |
Earnings Per Common Share (Deta
Earnings Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | ||
Net (loss) income attributable to Alico, Inc. common stockholders | $ (3,011) | $ 5,206 |
Weighted average number of common shares outstanding - basic | 8,303,000 | 7,367,000 |
Dilutive effect of equity awards | 0 | 0 |
Weighted average number of common shares outstanding - diluted | 8,303,000 | 7,367,000 |
Net (loss) income per common shares attributable to Alico, Inc. common stockholders: | ||
Basic (in dollars per share) | $ (0.36) | $ 0.71 |
Diluted (in dollars per share) | $ (0.36) | $ 0.71 |
Anti-dilutive equity awards | 12,500 |
Segment Information - Narrative
Segment Information - Narrative (Details) | Oct. 01, 2015segment | Dec. 31, 2015classificationsegment | Sep. 30, 2015segment |
Segment Reporting [Abstract] | |||
Number of operating segments | segment | 3 | 3 | 5 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Number of primary classifications | classification | 2 |
Segment Information - Schedule
Segment Information - Schedule of Information by Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | |
Revenues: | |||
Total revenues | $ 19,070 | ||
Gross profit: | |||
Total gross profit | $ 1,366 | 3,272 | |
Depreciation, depletion and amortization: | |||
Total depreciation, depletion and amortization | 4,008 | 2,984 | |
Assets: | |||
Total Assets | 468,982 | $ 460,088 | |
Operating Segments | |||
Revenues: | |||
Total revenues | 20,604 | 19,070 | |
Operating expenses: | |||
Total operating expenses | 19,238 | 15,798 | |
Gross profit: | |||
Total gross profit | 1,366 | 3,272 | |
Other Depreciation, Depletion and Amortization | |||
Depreciation, depletion and amortization: | |||
Total depreciation, depletion and amortization | 313 | 667 | |
Other Corporate Assets | |||
Assets: | |||
Total Assets | 12,512 | 22,512 | |
Orange Co. | Operating Segments | |||
Revenues: | |||
Total revenues | 19,295 | 16,993 | |
Operating expenses: | |||
Total operating expenses | 17,608 | 14,214 | |
Gross profit: | |||
Total gross profit | 1,687 | 2,779 | |
Depreciation, depletion and amortization: | |||
Total depreciation, depletion and amortization | 3,357 | 1,946 | |
Assets: | |||
Total Assets | 421,505 | 392,329 | |
Conservation and Environmental Resources | Operating Segments | |||
Revenues: | |||
Total revenues | 1,007 | 836 | |
Operating expenses: | |||
Total operating expenses | 1,560 | 745 | |
Gross profit: | |||
Total gross profit | (553) | 91 | |
Depreciation, depletion and amortization: | |||
Total depreciation, depletion and amortization | 232 | 243 | |
Assets: | |||
Total Assets | 13,776 | 13,779 | |
Other Operations | Operating Segments | |||
Revenues: | |||
Total revenues | 302 | 1,241 | |
Operating expenses: | |||
Total operating expenses | 70 | 839 | |
Gross profit: | |||
Total gross profit | 232 | 402 | |
Depreciation, depletion and amortization: | |||
Total depreciation, depletion and amortization | 106 | $ 128 | |
Assets: | |||
Total Assets | $ 21,189 | $ 31,468 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | |
Class of Stock [Line Items] | |||
Shares of common stock authorized to be repurchased (up to) | 170,000 | ||
Corporate, General and Administrative Expense | |||
Class of Stock [Line Items] | |||
Stock-based compensation expense | $ 245 | $ 254 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Treasury Stock Purchases and Issuance (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2015USD ($)shares | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Beginning Balance (in shares) | shares | 90,565 |
Beginning Balance | $ | $ 3,962 |
Ending Balance (in shares) | shares | 138,998 |
Ending Balance | $ | $ 5,755 |
Treasury Stock | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Beginning Balance (in shares) | shares | 90,565 |
Beginning Balance | $ | $ 3,962 |
Purchased (in shares) | shares | 64,136 |
Purchased | $ | $ 2,602 |
Ending Balance (in shares) | shares | 138,998 |
Ending Balance | $ | $ 5,755 |
Treasury Stock | Directors and Named Executive Officers | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Issued to Directors and Named Executive Officers (in shares) | shares | (15,703) |
Issued to Directors | $ | $ (809) |
Commitments and Contingencies (
Commitments and Contingencies (Details) | May. 06, 2015defendant | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) |
Director | Unjust Enrichment Claims | |||
Loss Contingencies [Line Items] | |||
Number of directors | defendant | 3 | ||
Financial Standby Letter of Credit | |||
Loss Contingencies [Line Items] | |||
Outstanding standby letters of credit | $ | $ 13,984,000 | $ 17,498,500 |
Related Party Transactions - Si
Related Party Transactions - Silver Nip Citrus Merger Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 28, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Feb. 27, 2015 |
Related Party Transaction [Line Items] | |||||
Ownership interest (as a percent) | 51.00% | ||||
Common stock, par value per share (in dollars per share) | $ 1 | $ 1 | $ 1 | ||
Closing price of common stock (in dollars per share) | $ 45.67 | ||||
Merger Agreement | |||||
Related Party Transaction [Line Items] | |||||
Shares of common stock issued (in shares) | 923,257 | 148,705 | 148,705 | ||
Outstanding net indebtedness | $ 40,278 | ||||
Other liabilities | 6,952 | ||||
Book value of assets | 65,739 | ||||
Total net assets | $ 18,470 | ||||
Silver Nip Citrus | General and Administrative Expense | |||||
Related Party Transaction [Line Items] | |||||
Professional and legal costs | $ 492 | ||||
734 Agriculture | Silver Nip Citrus | |||||
Related Party Transaction [Line Items] | |||||
Ownership interest (as a percent) | 74.89% | ||||
Mr. Clay Wilson | Silver Nip Citrus | |||||
Related Party Transaction [Line Items] | |||||
Ownership interest (as a percent) | 5.00% | ||||
Entity Controlled by Mr. Clay Wilson | Silver Nip Citrus | |||||
Related Party Transaction [Line Items] | |||||
Ownership interest (as a percent) | 20.11% |
Related Party Transactions - JD
Related Party Transactions - JD Alexander (Details) - JD Alexander | Nov. 06, 2013USD ($)installment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Related Party Transaction [Line Items] | |||
Consulting services and covenant period | 2 years | ||
Payments for services and covenants | $ 2,000,000 | ||
Number of monthly installments | installment | 24 | ||
Expense under consulting and non-compete agreement | $ 167,000 | $ 250,000 |
Related Party Transactions - Ke
Related Party Transactions - Ken Smith (Details) - Ken Smith - USD ($) | Mar. 20, 2015 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Payments for services and covenants (up to) | $ 1,225,000 | |
Expense under consulting and non-compete agreement | $ 50,000 | |
Consulting Services | ||
Related Party Transaction [Line Items] | ||
Consulting services and covenant period | 3 years | |
Covenants | ||
Related Party Transaction [Line Items] | ||
Consulting services and covenant period | 2 years |
Related Party Transactions - W.
Related Party Transactions - W. Mark Humphrey (Details) - W. Mark Humphrey - USD ($) | Jun. 01, 2015 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||
Consulting services and covenant period | 1 year | |
Cash in a lump sum | $ 100,000 | |
Payments for services and covenants | $ 350,000 | |
Expense under separation and consulting agreement | $ 88,000 |
Related Party Transactions - Sh
Related Party Transactions - Shared Services Agreement (Details) - TBCO | 3 Months Ended |
Dec. 31, 2015USD ($) | |
Related Party Transaction [Line Items] | |
Payments for services and covenants | $ 400,000 |
Expense under shared services agreement | $ 98,560 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 |
Payables and Accruals [Abstract] | ||
Ad valorem taxes | $ 163 | $ 2,640 |
Accrued interest | 1,247 | 1,155 |
Accrued employee wages and benefits | 1,522 | 427 |
Inventory received but not invoiced | 456 | 581 |
Accrued dividends | 497 | 501 |
Current portion of deferred retirement obligations | 342 | 342 |
Additional purchase price consideration | 3,750 | 7,500 |
Other accrued liabilities | 357 | 669 |
Total accrued liabilities | $ 8,334 | $ 13,815 |