Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2016 | Jan. 27, 2017 | |
Document and Entity Information: | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2016 | |
Document Fiscal Year Focus | 2,017 | |
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 (in shares) | 8,330,821 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating revenues: | ||
Total operating revenues | $ 17,445 | $ 20,604 |
Operating expenses: | ||
Total operating expenses | 14,692 | 19,238 |
Gross profit | 2,753 | 1,366 |
General and administrative expenses | 3,788 | 3,925 |
Loss from operations | (1,035) | (2,559) |
Other (expense) income: | ||
Interest expense | (2,327) | (2,503) |
Gain on sale of real estate | 436 | 142 |
Other expense, net | (90) | (174) |
Total other expense, net | (1,981) | (2,535) |
Loss before income taxes | (3,016) | (5,094) |
Benefit for income taxes | (1,273) | (2,075) |
Net loss attributable to Alico, Inc. common stockholders | (1,743) | (3,019) |
Net loss attributable to noncontrolling interests | 8 | 8 |
Net loss attributable to Alico, Inc. common stockholders | $ (1,735) | $ (3,011) |
Earnings per common share: | ||
Basic (in dollars per share) | $ (0.21) | $ (0.36) |
Diluted (in dollars per share) | $ (0.21) | $ (0.36) |
Weighted-average number of common shares outstanding: | ||
Basic (in shares) | 8,324 | 8,303 |
Diluted (in shares) | 8,324 | 8,303 |
Cash dividends declared per common share (in dollars per share) | $ 0.06 | $ 0.06 |
Orange Co. | ||
Operating revenues: | ||
Total operating revenues | $ 16,877 | $ 19,295 |
Operating expenses: | ||
Total operating expenses | 14,085 | 17,608 |
Conservation and Environmental Resources | ||
Operating revenues: | ||
Total operating revenues | 301 | 1,007 |
Operating expenses: | ||
Total operating expenses | 514 | 1,560 |
Other Operations | ||
Operating revenues: | ||
Total operating revenues | 267 | 302 |
Operating expenses: | ||
Total operating expenses | $ 93 | $ 70 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 1,126 | $ 6,625 |
Accounts receivable, net | 11,917 | 4,740 |
Inventories | 62,522 | 58,469 |
Income tax receivable | 1,013 | 1,013 |
Prepaid expenses and other current assets | 3,374 | 1,024 |
Total current assets | 79,952 | 71,871 |
Property and equipment, net | 376,806 | 379,247 |
Goodwill | 2,246 | 2,246 |
Deferred financing costs, net of accumulated amortization | 326 | 389 |
Other non-current assets | 1,423 | 1,692 |
Total assets | 460,753 | 455,445 |
Current liabilities: | ||
Accounts payable | 3,731 | 5,975 |
Accrued liabilities | 3,020 | 6,422 |
Dividend payable | 499 | 498 |
Long-term debt, current portion | 4,475 | 4,493 |
Obligations under capital leases, current portion | 288 | 288 |
Other current liabilities | 681 | 1,002 |
Total current liabilities | 12,694 | 18,678 |
Long-term debt: | ||
Principal amount | 190,045 | 192,726 |
Less: deferred financing costs, net | (1,927) | (1,980) |
Long-term debt less deferred financing costs, net | 188,118 | 190,746 |
Lines of credit | 21,945 | 5,000 |
Deferred tax liability | 29,784 | 31,056 |
Deferred gain on sale | 27,258 | 27,204 |
Deferred retirement obligations | 4,192 | 4,198 |
Obligations under capital leases | 300 | 300 |
Total liabilities | 284,291 | 277,182 |
Commitments and Contingencies (Note 8) | ||
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 shares issued and 8,324,727 and 8,315,535 shares outstanding at December 31, 2016 and September 30, 2016, respectively | 8,416 | 8,416 |
Additional paid in capital | 18,210 | 18,155 |
Treasury stock, at cost, 91,398 and 100,610 shares held at December 31, 2016 and September 30, 2016, respectively | (4,199) | (4,585) |
Retained earnings | 149,270 | 151,504 |
Total Alico stockholders' equity | 171,697 | 173,490 |
Noncontrolling interest | 4,765 | 4,773 |
Total stockholders' equity | 176,462 | 178,263 |
Total liabilities and stockholders' equity | $ 460,753 | $ 455,445 |
CONDENSED CONSOLIDATED BALANCE4
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (PARENTHETICAL) - $ / shares | Dec. 31, 2016 | Sep. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value per share (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
Common stock, shares issued (in shares) | 8,416,145 | 8,416,145 |
Common stock, shares outstanding (in shares) | 8,324,727 | 8,315,535 |
Treasury stock at cost, shares (in shares) | 91,398 | 100,610 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Net cash used in operating activities: | ||
Net cash used in by operating activities | $ (17,437) | $ (14,781) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (2,357) | (2,988) |
Other | 547 | 140 |
Net cash used in investing activities | (1,810) | (2,848) |
Cash flows from financing activities: | ||
Repayments on revolving lines of credit | (5,000) | 0 |
Borrowings on revolving lines of credit | 21,945 | 24,986 |
Principal payments on term loans | (2,699) | (2,699) |
Contingent consideration paid | 0 | (3,750) |
Treasury stock purchases | 0 | (2,602) |
Dividends paid | (498) | (504) |
Net cash provided by financing activities | 13,748 | 15,431 |
Net decrease in cash and cash equivalents | (5,499) | (2,198) |
Cash and cash equivalents at beginning of the period | 6,625 | 5,474 |
Cash and cash equivalents at end of the period | $ 1,126 | $ 3,276 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Dec. 31, 2016 | |
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 owning approximately 122,000 acres of land throughout Florida, including approximately 90,000 acres of mineral rights. The Company manages its land based upon its primary usage, and reviews its performance based upon two primary classifications - Orange Co. and Conservation and Environmental Resources . Financial results are presented based upon its three business segments ( Orange Co. , Conservation and Environmental Resources and Other Operations). Basis of Presentation The Company has prepared the accompanying financial statements on a condensed consolidated basis. These accompanying unaudited condensed consolidated interim financial statements, which are referred to herein as the “Financial Statements", have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to Article 10-01 of Regulation S-X of the U.S. Securities and Exchange Commission ("SEC") for interim financial information. These Financial Statements do not include all of the disclosures required for complete annual financial statements and, accordingly, certain information, footnotes and disclosures normally included in annual financial statements, prepared in accordance with U.S. GAAP, have been condensed or omitted in accordance with SEC rules and regulations. Accordingly, the Financial Statements should be read in conjunction with the Company's audited Consolidated 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, 2016 , as filed with the SEC on December 6, 2016. 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, 2017 . All intercompany transactions and account balances between the consolidated businesses have been eliminated. Segments Operating segments are defined in the criteria established under the Financial Accounting Standards Board - Accounting Standards Codification (“FASB ASC”) Topic 280 as components of public entities that engage in business activities from which they may earn revenues and incur expenses for which separate financial information is available and which is evaluated regularly by the Company’s chief operating decision maker (“CODM”) in deciding how to assess performance and allocate resources. The Company’s CODM will assess performance and allocate resources based on three operating segments: Orange Co. , Conservation and Environmental Resources and Other Operations. Principles of Consolidation The Financial Statements include the accounts of Alico, Inc. and the accounts of all the subsidiaries in which a controlling interest is held by the Company. The Financial Statements represent the Condensed Consolidated Balance Sheets, Statements of Operations 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 and subsidiaries, Alico Fresh Fruit LLC, Alico Skink Mitigation, 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 $15,848 and $16,018 for the three months ended December 31, 2016 and 2015 , respectively, 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 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 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 the Company acquires 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 similarly 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. Recent Accounting Pronouncements Adopted Simplifying the Presentation of Debt Issuance Costs In April 2015, the FASB issued ASU No. 2015-03, “Interest - Imputation of Interest” (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-.03") requiring debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. In August 2015, the FASB issued guidance clarifying that debt issuance costs related to line-of-credit and other revolving debt arrangements may be deferred and presented as an asset. The Company adopted this guidance retrospectively on October 1, 2015 in accordance with the effective date. The adoption of this new guidance did not impact the Company's financial position, results of operations or cash flows for any periods presented. Balance Sheet Classification of Deferred Taxes 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 non-current on the balance sheet instead of separating deferred taxes into current and non-current amounts. The Company adopted this guidance retrospectively on October 1, 2015. As this standard impacted presentation only, the adoption of ASU 2015-17 did not have an impact on our Financial Statements upon adoption. Not Adopted In January 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01 that provides guidance to assist entities with evaluating when a set of transferred assets and activities (set) is a business. Under the new guidance, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business. The ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those years. The ASU will be applied prospectively to any transactions occurring within the period of adoption. Early adoption is permitted. 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. 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 working capital requirements are typically greater in the first and fourth quarters of the 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, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following at December 31, 2016 and September 30, 2016 : (in thousands) December 31, September 30, 2016 2016 Unharvested fruit crop on the trees $ 54,967 $ 52,204 Beef cattle 2,633 783 Citrus tree nursery 3,565 3,090 Other 1,357 2,392 Total inventories $ 62,522 $ 58,469 The Company records its inventory at the lower of cost or net realizable value. For the three months ended December 31, 2016 , 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, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consists of the following at December 31, 2016 and September 30, 2016 : (in thousands) December 31, September 30, 2016 2016 Citrus trees $ 254,689 $ 253,665 Equipment and other facilities 59,456 59,355 Buildings and improvements 19,068 21,780 Breeding herd 10,918 10,921 Total depreciable properties 344,131 345,721 Less: accumulated depreciation and depletion (83,278 ) (83,122 ) Net depreciable properties 260,853 262,599 Land and land improvements 115,953 116,648 Net property and equipment $ 376,806 $ 379,247 Asset held for sale In December 2016, the Company reached an agreement in principle to sell approximately 49 acres of land and facilities in Hendry County, Florida, for approximately $2,200,000 . The property, known as Alico Plant World, is currently leased to a vegetable nursery operator. The buyer is an affiliate of the tenant. The anticipated sale price exceeds its net book value, and no impairment will be recognized. The property is included in "Prepaid expenses and other current assets" on the Company's Condensed Consolidated Balance Sheets as of December 31, 2016. See Note 11. "Subsequent Event". |
Long-Term Debt and Lines of Cre
Long-Term Debt and Lines of Credit | 3 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Lines of Credit | Long-Term Debt and Lines of Credit Debt Refinancing The Company refinanced its outstanding debt obligations on December 3, 2014 in connection with the Orange-Co acquisition. These credit facilities initially included $125,000,000 in fixed interest rate term loans (“Met Fixed-Rate Term Loans”), $57,500,000 in variable interest rate term loans (“Met Variable-Rate Term Loans”), and a $25,000,000 revolving line of credit (“RLOC”) with Metropolitan Life Insurance Company and New England Life Insurance Company (collectively “Met”), and a $70,000,000 working capital line of credit (“WCLC”) with Rabo Agrifinance, Inc. (“Rabo”). The term loans and RLOC are secured by real property. On November 10, 2016, Met issued a Partial Release of Mortgage removing their lien on approximately 8,640 acres of ranch land in Hendry County, Florida. The remaining security for the term loans and RLOC consists of approximately 38,200 gross acres of citrus groves and 5,762 gross acres of ranch land. The WCLC is collateralized by the Company’s current assets and certain other personal property owned by the Company. The term loans, collectively, are subject to quarterly principal payments of $2,281,250 , and mature November 1, 2029 . The Met Fixed-Rate Term Loans bear interest at 4.15% per annum, and the Met Variable-Rate Term Loans bear interest at a rate equal to 90 day LIBOR plus 150 basis points (the “LIBOR spread”). The LIBOR spread 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 rates on the Met Variable-Rate Term Loans were 2.39% per annum and 2.25% per annum as of December 31, 2016 and September 30, 2016 , respectively. The Company may prepay up to $8,750,000 of the Met Fixed-Rate Term Loan principal annually without penalty, and any such prepayments may be applied to reduce subsequent mandatory principal payments. The maximum annual prepayment was made for calendar year 2015 and remains available to reduce future mandatory principal payments when the Company elects to do so. There were no optional prepayments in calendar year 2016. The Met Variable-Rate Term Loans may be prepaid without penalty. The RLOC bears interest at a floating rate equal to 90 day LIBOR plus 150 basis points, payable quarterly. The LIBOR spread 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 2.39% per annum and 2.25% per annum as of December 31, 2016 and September 30, 2016 , respectively. Availability under the RLOC was $25,000,000 as of December 31, 2016 . The WCLC is a revolving credit facility and is available for funding working capital and general corporate requirements. The interest rate on the WCLC is based on the one month LIBOR, plus a spread, which is adjusted quarterly, based on the Company's debt service coverage ratio for the preceding quarter and can vary from 175 to 250 basis points. The rate is currently at LIBOR plus 175 basis points. The variable interest rate was 2.37% per annum and 2.27% per annum as of December 31, 2016 and September 30, 2016 , respectively. The WCLC agreement was amended on September 30, 2016 , and the primary terms of the amendment were (1) an extension of the maturity to November 1, 2018, (2) the amendment permits the Company to provide a limited $8,000,000 guaranty of the Silver Nip Citrus debt (see below) and (3) the amendment makes debt service coverage a quarterly rather than annual covenant. There were no changes to the commitment amount or interest rate. Availability under the WCLC was approximately $37,800,000 as of December 31, 2016 . The WCLC is subject to a quarterly commitment fee on the daily unused availability under the line computed as the commitment amount less the aggregate of the outstanding loans and outstanding letters of credit. The commitment fee is adjusted quarterly based on Alico's debt service coverage ratio for the preceding quarter and can vary from a minimum of 20 basis points to a maximum of 30 basis points. The outstanding balance on the WCLC was approximately $21,945,000 at December 31, 2016 . 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, 2016 , there was approximately $10,300,000 in outstanding letters of credit, which correspondingly reduced the Company's availability under the line of credit. These credit facilities noted above are subject to various covenants including the following financial covenants: (i) minimum debt service coverage ratio of 1.10 to 1.00, (ii) tangible net worth of at least $160,000,000 increased annually by 10% of consolidated net income for the preceding year, or approximately $162,300,000 for the year ending September 30, 2017, (iii) minimum current ratio of 1.50 to 1.00, (iv) debt to total assets ratio not greater than .625 to 1.00, and, solely in the case of the WCLC, (v) a limit on capital expenditures of $30,000,000 per fiscal year. As of December 31, 2016 , the Company was in compliance with all of the financial covenants. The credit facilities also include a Met Life term loan collateralized by real estate owned by Citree (“Met Citree Loan”). This is a $5,000,000 credit facility that 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 final $2,500,000 advance was funded on April 27, 2016 and the interest rate was adjusted to a fixed rate of 5.28% for the remainder of the term. The loan matures February 5, 2029. 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 (“Pru Loans A & B”). 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 and mature June 1, 2033. 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 (“Pru Loan E”), while the other bears interest at 3.45% per annum (“Pru Loan F”). The interest rate on Pru Loan E is subject to adjustment on September 1, 2019 and every year thereafter until maturity. Both loans are collateralized by real estate in Charlotte County, Florida. Pru Note E matures September 1, 2021, and Pru Note F matures September 1, 2039. The Silver Nip Citrus credit agreements were amended on December 1, 2016. The primary terms of the amendments were (1) the Company provided a limited $8,000,000 guaranty of the Silver Nip debt, (2) the limited personal guarantees provided by George Brokaw, Remy Trafelet and Clayton Wilson prior to the Company’s merger with Silver Nip Citrus, and also totaling $8,000,000 , were released and (3) the consolidated current ratio covenant requirement was reduced from 1.50 to 1.00 to 1:00 to 1:00. Silver Nip Citrus was in compliance with the current ratio covenant as of September 30, 2016 , the most recent measurement date. Other Modifications of Rabo and Prudential Credit Agreements During the three months ended December 31, 2015 , Rabo agreed, subject to certain conditions, that the Company may loan Silver Nip Citrus up to $7,000,000 on a revolving basis for cash management purposes. These advances would be funded from either cash on hand or draws on the Company’s WCLC. Silver Nip Citrus has provided a $7,000,000 limited guaranty and security agreement granting Rabo a security interest in crops, accounts receivable, inventory and certain other assets. This modification required the amendment of various Prudential and Rabo loan documents and mortgages. The following table summarizes long-term debt and related deferred financing costs net of accumulated amortization at December 31, 2016 and September 30, 2016: December 31, 2016 September 30, 2016 Principal Deferred Financing Costs, Net Principal Deferred Financing Costs, Net (in thousands) Long-term debt, net of current portion: Met Fixed-Rate Term Loans $ 103,750 $ 1,048 $ 105,312 $ 1,080 Met Variable-Rate Term Loans 51,750 482 52,469 497 Met Citree Term Loan 5,000 52 5,000 53 Pru Loans A & B 23,900 270 24,190 274 Pru Loan E 5,060 31 5,115 32 Pru Loan F 5,060 44 5,115 44 John Deere equipment loan — — 18 — 194,520 1,927 197,219 1,980 Less current portion 4,475 — 4,493 — Long-term debt $ 190,045 $ 1,927 $ 192,726 $ 1,980 The following table summarizes lines of credit and related deferred financing costs net of accumulated amortization at December 31, 2016 and September 30, 2016: December 31, 2016 September 30, 2016 Principal Deferred Financing Costs, Net Principal Deferred Financing Costs, Net (in thousands) Lines of Credit: RLOC $ — $ 146 $ 5,000 $ 159 WCLC 21,945 180 — 230 Lines of Credit $ 21,945 $ 326 $ 5,000 $ 389 Future maturities of debt and lines of credit as of December 31, 2016 are as follows: (in thousands) Due within one year $ 4,475 Due between one and two years 30,270 Due between two and three years 10,925 Due between three and four years 10,975 Due between four and five years 10,975 Due beyond five years 148,845 Total future maturities $ 216,465 Interest costs expensed and capitalized were as follows: (in thousands) Three Months Ended December 31, 2016 2015 Interest expense $ 2,327 $ 2,503 Interest capitalized 63 43 Total $ 2,390 $ 2,546 |
Earnings Per Common Share
Earnings Per Common Share | 3 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings Per Common Share Basic earnings per share for Alico's common stock is calculated by dividing net income attributable to Alico, Inc. common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted earnings per common share is similarly calculated, except that the calculation includes the dilutive effect of the assumed issuance of common shares issuable under equity-based compensation plans in accordance with the treasury stock method, except where the inclusion of such common shares would have an anti-dilutive impact. For the three months ended December 31, 2016 and 2015 , basic and diluted earnings per common share were as follows: (in thousands except per share amounts) Three Months Ended December 31, 2016 2015 Net loss attributable to Alico, Inc. common stockholders $ (1,735 ) $ (3,011 ) Weighted average number of common shares outstanding - basic 8,324 8,303 Dilutive effect of equity-based awards — — Weighted average number of common shares outstanding - diluted 8,324 8,303 Net loss per common shares attributable to Alico, Inc. common stockholders: Basic $ (0.21 ) $ (0.36 ) Diluted $ (0.21 ) $ (0.36 ) The computation of diluted earnings per common share for the three months ended December 31, 2016 and 2015 excludes the impact of certain equity awards because they are anti-dilutive. Such awards are comprised of 750,000 stock options granted to Executive Officers (see Note 9. "Related Party Transactions") during the three months ended December 31, 2016 and 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, 2016 | |
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 CODM in deciding how to assess performance and allocate resources. The Company’s CODM 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 Consolidated Statements of Operations. Goods and services produced by these segments are sold to wholesalers and processors in the United States who prepare the products for consumption. The Company evaluates the segments’ performance based on direct margins (gross profit) from operations before general and administrative expenses, interest expense, other income (expense) and income taxes, not including nonrecurring gains and losses. All intercompany transactions between the segments have been eliminated. Information by operating segment is as follows: (in thousands) Three Months Ended December 31, 2016 2015 Revenues: Orange Co. $ 16,877 $ 19,295 Conservation and Environmental Resources 301 1,007 Other Operations 267 302 Total revenues 17,445 20,604 Operating expenses: Orange Co. 14,085 17,608 Conservation and Environmental Resources 514 1,560 Other Operations 93 70 Total operating expenses 14,692 19,238 Gross profit (loss): Orange Co. 2,792 1,687 Conservation and Environmental Resources (213 ) (553 ) Other Operations 174 232 Total gross profit $ 2,753 $ 1,366 Depreciation, depletion and amortization: Orange Co. $ 3,516 $ 3,357 Conservation and Environmental Resources 169 232 Other Operations 32 106 Other Depreciation, Depletion and Amortization 199 313 Total depreciation, depletion and amortization $ 3,916 $ 4,008 (in thousands) December 31, September 30, 2016 2016 Assets: Orange Co. $ 413,597 $ 410,663 Conservation and Environmental Resources 14,621 13,073 Other Operations 22,243 22,050 Other Corporate Assets 10,292 9,659 Total Assets $ 460,753 $ 455,445 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Dec. 31, 2016 | |
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 (paid in restricted stock). Stock-based compensation expense for the Board of Director fees and Named Executive Officers was approximately $440,000 and $210,000 for the three months ended December 31, 2016 and 2015 , respectively. Stock-based compensation expense is recognized in general and administrative expenses in the Condensed Consolidated Statements of Operations. 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 "2015 Authorization"). 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. For the three months ended December 31, 2016 , the Company did not purchase any shares it had remaining under the 2015 Authorization. The following table illustrates the Company’s treasury stock issuances for the three months ended December 31, 2016 : (in thousands, except share amounts) Shares Cost Balance as of September 30, 2016 100,610 $ 4,585 Issued to Directors (9,212 ) (386 ) Balance as of December 31, 2016 91,398 $ 4,199 In fiscal year 2016, the Board of Directors authorized the repurchase of up to 50,000 shares of the Company’s common stock beginning February 18, 2016 and continuing through February 17, 2017 (the "2016 Authorization"). The stock repurchases will be made through open market transactions at times and in such amounts as the Company’s broker determine subject to the provisions of SEC Rule 10b-18. The Company also adopted a Rule 10b5-1 share repurchase plan under the Securities Exchange Act of 1934 (the “Plan”) in connection with its share repurchase authorization. The Plan allows the Company to repurchase its shares at times when it otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. For the three months ended December 31, 2016 , the Company did not purchase any shares in accordance with the 2016 Authorization and has available to purchase 50,000 shares in accordance with the 2016 Authorization. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Dec. 31, 2016 | |
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 $10,300,000 and approximately $10,234,000 at December 31, 2016 and September 30, 2016 , respectively, to secure its various contractual obligations. Legal Proceedings From time to time, Alico may be involved in litigation relating to claims arising out of its operations in the normal course of business. There are no other current legal proceedings to which the Company is a party or of which any of its property is subject that it believes will have a material adverse effect on its financial position, results of operations or cash flows. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Clayton G. Wilson The Company entered into a Separation and Consulting Agreement with Clayton G. Wilson (the “Separation and Consulting Agreement”), the Company’s Chief Executive Officer, pursuant to which Mr. Wilson stepped down as Chief Executive Officer of the Company effective as of December 31, 2016. Under the Separation and Consulting Agreement, Mr. Wilson also acknowledged and agreed that he will continue to be bound by the restrictive covenants set forth in his Employment Agreement with the Company. The Separation and Consulting Agreement provides that, subject to his execution, delivery, and non-revocation of a general release of claims in favor of the Company, Mr. Wilson will be entitled to vesting of any unvested portion of the restricted stock award granted to him under his Employment Agreement. In addition, the Separation and Consulting Agreement provides that Mr. Wilson will serve as a consultant to the Company during 2017 and will receive an aggregate consulting fee of $750,000 for such services (payable $200,000 in an initial lump sum, $275,000 in a lump sum on July 1, 2017, and $275,000 in six equal monthly installments commencing July 31, 2017 and ending December 31, 2017). If the Company terminates the consulting period for any reason, it will continue to pay the consulting fees described in the immediately preceding sentence, subject to Mr. Wilson’s continued compliance with the restrictive covenants set forth in his employment agreement. Mr. Wilson continues to serve as a member of the Board of Directors of the Company. Remy W. Trafelet, Henry R. Slack, and George R. Brokaw On December 31, 2016, the Company entered into new employment agreements (collectively, the “Employment Agreements”) with each of Remy W. Trafelet, Henry R. Slack, and George R. Brokaw (collectively, the “Executives”). Mr. Trafelet will serve as the President and Chief Executive Officer of the Company, Mr. Slack will serve as the Executive Chairman of the Company, and Mr. Brokaw will serve as the Executive Vice Chairman of the Company, and each of them will continue to serve on the Company’s Board of Directors. The Employment Agreements provide for an annual base salary of $400,000 in the case of Mr. Trafelet and $250,000 in the case of each of Messrs. Slack and Brokaw and, additionally, provide for payment to the Executives an amount in cash equal to $400,000 to Mr. Trafelet and $250,000 to each of Messrs. Slack and Brokaw within five business days of December 31, 2016. A stock option grant of 300,000 options in the case of Mr. Trafelet and 225,000 options in the case of each of Messrs. Slack and Brokaw (collectively, the “Option Grants”) was also provided. The Option Grants will vest as follows: (i) 25% of the options will vest if the price of the Company’s common stock during a consecutive 20 -trading day period exceeds $60.00 ; (ii) 25% of the options will vest if such price exceeds $75.00 ; (iii) 25% of the options will vest if such price exceeds $90.00 ; and (iv) 25% of the options will vest if such price exceeds $105.00 . If the applicable stock price hurdles have not been achieved by (A) the second anniversary of the Executive’s termination of employment, if the Executive’s employment is terminated due to death or disability, (B) the date that is 18 months following the Executive’s termination of employment, if the Executive’s employment is terminated by the Company without cause, by the Executive with good reason, or due to the Executive’s retirement, or (C) the date of the termination of the Executive’s employment for any other reason, then any unvested options will be forfeited. In addition, if the applicable stock price hurdles have not been achieved by the fifth anniversary of the grant date (or the fourth anniversary of the grant date, in the case of the tranche described in clause (i) above), then any unvested options will be forfeited. The Option Grants will also become vested to the extent that the applicable stock price hurdles are satisfied in connection with a change in control of the Company. The Employment Agreements also provide that, if the applicable Executive’s employment is terminated by the Company without “cause” or the applicable Executive resigns with “good reason” (as each such term is defined in the Employment Agreements), then, subject to his execution, delivery, and non-revocation of a general release of claims in favor of the Company, the Executive will be entitled to cash severance in an amount equal to 24 months (in the case of Mr. Trafelet) or 18 months (in the case of Messrs. Slack and Brokaw) of the Executive’s annual base salary. The Employment Agreement includes various restrictive covenants in favor of the Company, including a confidentiality covenant, a nondisparagement covenant, and 12 -month post-termination noncompetition and customer and employee nonsolicitation covenants. 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, former 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 $8,446,000 . The Company acquired assets with a book value of approximately $65,739,000 , and total net assets of approximately $17,015,000 . 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 September 30, 2016, the former holders of membership interests (the "Members") in Silver Nip Citrus earned and were issued an additional 148,705 shares of the Company’s common stock pursuant to the Merger Agreement. The additional purchase consideration was based on the final value of the proceeds received by the Company from the sale of citrus fruit harvested on Silver Nip Citrus’s citrus groves for 2014-2015 citrus harvest season. No additional consideration of Company common shares is due in connection with the Merger. 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 $2,000,000 for such services and covenants in twenty-four monthly installments. The Company expensed approximately $167,000 under the Consulting and Non-Competition Agreement for the three months ended December 31, 2015 . 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 expensed approximately $50,000 under the Consulting and Non-Competition Agreement for each of the three months ended December 31, 2016 and 2015 , respectively. 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 was to provide consulting services to the Company for a one -year period after his resignation, and (ii) Mr. Humphrey was 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 continued to receive monthly payments under the Separation and 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 $465,000 . The agreement will expire in June 2017. The Company expensed approximately $73,421 and $98,560 under the Shared Services Agreement for the three months ended December 31, 2016 and 2015 , respectively. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued Liabilities consist of the following at December 31, 2016 and September 30, 2016 : (in thousands) December 31, September 30, 2016 2016 Ad valorem taxes $ 157 $ 2,736 Accrued interest 1,233 1,135 Accrued employee wages and benefits 330 964 Inventory received but not invoiced 846 710 Current portion of deferred retirement obligations 342 342 Other accrued liabilities 112 535 Total accrued liabilities $ 3,020 $ 6,422 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Event On February 2, 2017, the Company sold to its former tenant 49 acres of land and facilities in Hendry County, Florida, for $2,200,000 . See Note 3. "Property and Equipment, Net". |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Dec. 31, 2016 | |
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 consolidated basis. These accompanying unaudited condensed consolidated interim financial statements, which are referred to herein as the “Financial Statements", have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to Article 10-01 of Regulation S-X of the U.S. Securities and Exchange Commission ("SEC") for interim financial information. These Financial Statements do not include all of the disclosures required for complete annual financial statements and, accordingly, certain information, footnotes and disclosures normally included in annual financial statements, prepared in accordance with U.S. GAAP, have been condensed or omitted in accordance with SEC rules and regulations. Accordingly, the Financial Statements should be read in conjunction with the Company's audited Consolidated 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, 2016 , as filed with the SEC on December 6, 2016. |
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 maker (“CODM”) in deciding how to assess performance and allocate resources. The Company’s CODM will assess performance and allocate resources based on three operating segments: Orange Co. , Conservation and Environmental Resources and Other Operations. |
Principles of Consolidation and Noncontrolling Interest in Consolidated Affiliate | 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 Consolidated Balance Sheets, Statements of Operations 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 and subsidiaries, Alico Fresh Fruit LLC, Alico Skink Mitigation, 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. 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. |
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 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 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 the Company acquires 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 similarly 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted Simplifying the Presentation of Debt Issuance Costs In April 2015, the FASB issued ASU No. 2015-03, “Interest - Imputation of Interest” (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-.03") requiring debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. In August 2015, the FASB issued guidance clarifying that debt issuance costs related to line-of-credit and other revolving debt arrangements may be deferred and presented as an asset. The Company adopted this guidance retrospectively on October 1, 2015 in accordance with the effective date. The adoption of this new guidance did not impact the Company's financial position, results of operations or cash flows for any periods presented. Balance Sheet Classification of Deferred Taxes 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 non-current on the balance sheet instead of separating deferred taxes into current and non-current amounts. The Company adopted this guidance retrospectively on October 1, 2015. As this standard impacted presentation only, the adoption of ASU 2015-17 did not have an impact on our Financial Statements upon adoption. Not Adopted In January 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01 that provides guidance to assist entities with evaluating when a set of transferred assets and activities (set) is a business. Under the new guidance, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business. The ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those years. The ASU will be applied prospectively to any transactions occurring within the period of adoption. Early adoption is permitted. |
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. |
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 working capital requirements are typically greater in the first and fourth quarters of the 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, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consist of the following at December 31, 2016 and September 30, 2016 : (in thousands) December 31, September 30, 2016 2016 Unharvested fruit crop on the trees $ 54,967 $ 52,204 Beef cattle 2,633 783 Citrus tree nursery 3,565 3,090 Other 1,357 2,392 Total inventories $ 62,522 $ 58,469 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Property and equipment, net consists of the following at December 31, 2016 and September 30, 2016 : (in thousands) December 31, September 30, 2016 2016 Citrus trees $ 254,689 $ 253,665 Equipment and other facilities 59,456 59,355 Buildings and improvements 19,068 21,780 Breeding herd 10,918 10,921 Total depreciable properties 344,131 345,721 Less: accumulated depreciation and depletion (83,278 ) (83,122 ) Net depreciable properties 260,853 262,599 Land and land improvements 115,953 116,648 Net property and equipment $ 376,806 $ 379,247 |
Long-Term Debt and Lines of C20
Long-Term Debt and Lines of Credit - (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt, net of current portion | The following table summarizes long-term debt and related deferred financing costs net of accumulated amortization at December 31, 2016 and September 30, 2016: December 31, 2016 September 30, 2016 Principal Deferred Financing Costs, Net Principal Deferred Financing Costs, Net (in thousands) Long-term debt, net of current portion: Met Fixed-Rate Term Loans $ 103,750 $ 1,048 $ 105,312 $ 1,080 Met Variable-Rate Term Loans 51,750 482 52,469 497 Met Citree Term Loan 5,000 52 5,000 53 Pru Loans A & B 23,900 270 24,190 274 Pru Loan E 5,060 31 5,115 32 Pru Loan F 5,060 44 5,115 44 John Deere equipment loan — — 18 — 194,520 1,927 197,219 1,980 Less current portion 4,475 — 4,493 — Long-term debt $ 190,045 $ 1,927 $ 192,726 $ 1,980 |
Schedule of lines of credit | The following table summarizes lines of credit and related deferred financing costs net of accumulated amortization at December 31, 2016 and September 30, 2016: December 31, 2016 September 30, 2016 Principal Deferred Financing Costs, Net Principal Deferred Financing Costs, Net (in thousands) Lines of Credit: RLOC $ — $ 146 $ 5,000 $ 159 WCLC 21,945 180 — 230 Lines of Credit $ 21,945 $ 326 $ 5,000 $ 389 |
Schedule of future maturities of debt and lines of credit | Future maturities of debt and lines of credit as of December 31, 2016 are as follows: (in thousands) Due within one year $ 4,475 Due between one and two years 30,270 Due between two and three years 10,925 Due between three and four years 10,975 Due between four and five years 10,975 Due beyond five years 148,845 Total future maturities $ 216,465 |
Schedule of interest costs expensed and capitalized | Interest costs expensed and capitalized were as follows: (in thousands) Three Months Ended December 31, 2016 2015 Interest expense $ 2,327 $ 2,503 Interest capitalized 63 43 Total $ 2,390 $ 2,546 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per common share | For the three months ended December 31, 2016 and 2015 , basic and diluted earnings per common share were as follows: (in thousands except per share amounts) Three Months Ended December 31, 2016 2015 Net loss attributable to Alico, Inc. common stockholders $ (1,735 ) $ (3,011 ) Weighted average number of common shares outstanding - basic 8,324 8,303 Dilutive effect of equity-based awards — — Weighted average number of common shares outstanding - diluted 8,324 8,303 Net loss per common shares attributable to Alico, Inc. common stockholders: Basic $ (0.21 ) $ (0.36 ) Diluted $ (0.21 ) $ (0.36 ) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of information by business segment | Information by operating segment is as follows: (in thousands) Three Months Ended December 31, 2016 2015 Revenues: Orange Co. $ 16,877 $ 19,295 Conservation and Environmental Resources 301 1,007 Other Operations 267 302 Total revenues 17,445 20,604 Operating expenses: Orange Co. 14,085 17,608 Conservation and Environmental Resources 514 1,560 Other Operations 93 70 Total operating expenses 14,692 19,238 Gross profit (loss): Orange Co. 2,792 1,687 Conservation and Environmental Resources (213 ) (553 ) Other Operations 174 232 Total gross profit $ 2,753 $ 1,366 Depreciation, depletion and amortization: Orange Co. $ 3,516 $ 3,357 Conservation and Environmental Resources 169 232 Other Operations 32 106 Other Depreciation, Depletion and Amortization 199 313 Total depreciation, depletion and amortization $ 3,916 $ 4,008 (in thousands) December 31, September 30, 2016 2016 Assets: Orange Co. $ 413,597 $ 410,663 Conservation and Environmental Resources 14,621 13,073 Other Operations 22,243 22,050 Other Corporate Assets 10,292 9,659 Total Assets $ 460,753 $ 455,445 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of treasury stock purchases and issuances | The following table illustrates the Company’s treasury stock issuances for the three months ended December 31, 2016 : (in thousands, except share amounts) Shares Cost Balance as of September 30, 2016 100,610 $ 4,585 Issued to Directors (9,212 ) (386 ) Balance as of December 31, 2016 91,398 $ 4,199 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued Liabilities consist of the following at December 31, 2016 and September 30, 2016 : (in thousands) December 31, September 30, 2016 2016 Ad valorem taxes $ 157 $ 2,736 Accrued interest 1,233 1,135 Accrued employee wages and benefits 330 964 Inventory received but not invoiced 846 710 Current portion of deferred retirement obligations 342 342 Other accrued liabilities 112 535 Total accrued liabilities $ 3,020 $ 6,422 |
Basis of Presentation (Details)
Basis of Presentation (Details) a in Thousands | Oct. 01, 2015segment | Dec. 31, 2016USD ($)aclassificationsegment | Dec. 31, 2015USD ($) |
Property, Plant and Equipment [Line Items] | |||
Number of business segments | segment | 3 | 3 | |
Ownership interest (as a percent) | 51.00% | 51.00% | |
Citree | |||
Property, Plant and Equipment [Line Items] | |||
Net loss attributable to noncontrolling interest | $ | $ 15,848 | $ 16,018 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Area of land owned (in acres) | 122 | ||
Number of primary classifications | classification | 2 | ||
Mineral Rights | |||
Property, Plant and Equipment [Line Items] | |||
Area of land owned (in acres) | 90 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Inventory [Line Items] | ||
Total inventories | $ 62,522 | $ 58,469 |
Unharvested fruit crop on the trees | ||
Inventory [Line Items] | ||
Unharvested fruit crop on the trees and Beef cattle | 54,967 | 52,204 |
Beef cattle | ||
Inventory [Line Items] | ||
Unharvested fruit crop on the trees and Beef cattle | 2,633 | 783 |
Citrus tree nursery | ||
Inventory [Line Items] | ||
Citrus tree nursery and Other | 3,565 | 3,090 |
Other | ||
Inventory [Line Items] | ||
Citrus tree nursery and Other | $ 1,357 | $ 2,392 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of PP&E (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Property, Plant and Equipment [Line Items] | ||
Net property and equipment | $ 376,806 | $ 379,247 |
Citrus trees | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 254,689 | 253,665 |
Equipment and other facilities | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 59,456 | 59,355 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 19,068 | 21,780 |
Breeding herd | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10,918 | 10,921 |
Depreciable properties | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 344,131 | 345,721 |
Less: accumulated depreciation and depletion | (83,278) | (83,122) |
Net property and equipment | 260,853 | 262,599 |
Land and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 115,953 | $ 116,648 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - Hendry County, Florida $ in Millions | Dec. 31, 2016USD ($)a |
Property, Plant and Equipment [Line Items] | |
Area of land used (in acres) | a | 49 |
Proceeds from sale of land | $ | $ 2.2 |
Long-Term Debt and Lines of C29
Long-Term Debt and Lines of Credit - Debt Refinancing (Details) | Apr. 27, 2016USD ($) | Sep. 17, 2015USD ($) | Dec. 03, 2014USD ($) | Mar. 04, 2014USD ($) | Dec. 31, 2016USD ($)a | Dec. 31, 2015USD ($) | Sep. 30, 2017USD ($) | Dec. 01, 2016USD ($) | Nov. 10, 2016a | Sep. 30, 2016USD ($) |
Debt Instrument [Line Items] | ||||||||||
Interest rate term loans | $ 194,520,000 | $ 197,219,000 | ||||||||
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 | $ 21,945,000 | $ 24,986,000 | ||||||||
Silver Nip Citrus | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Minimum current ratio | 1.5 | |||||||||
Farm and Ranch Land | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Area of land (in acres) | a | 5,762 | 8,640 | ||||||||
Citrus Groves | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Area of land (in acres) | a | 38,200 | |||||||||
Loans Payable | Silver Nip Citrus | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate term loans | 7,000,000 | |||||||||
Limited guaranty and security agreement | $ 7,000,000 | $ 8,000,000 | $ 8,000,000 | |||||||
RLOC | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Revolving line of credit | $ 25,000,000 | |||||||||
Availability under line of credit | $ 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 | |||||||||
Variable interest rate (as a percentage) | 2.37% | 2.27% | ||||||||
Availability under line of credit | $ 37,800,000 | |||||||||
WCLC | Letter of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Revolving line of credit | $ 20,000,000 | |||||||||
Outstanding balance | 21,945,000 | |||||||||
Outstanding letters of credit | $ 10,300,000 | |||||||||
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% | |||||||||
Metlife Term Loan | Citree | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Revolving line of credit | $ 5,000,000 | |||||||||
Interest rate | 5.28% | 5.30% | 5.49% | |||||||
Advances | $ 2,500,000 | $ 2,000,000 | $ 500,000 | |||||||
Fixed Interest Rate Term Loans | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate term loans | $ 125,000,000 | $ 103,750,000 | $ 105,312,000 | |||||||
Quarterly principal payments | $ 2,281,250 | |||||||||
Fixed interest rate (as a percentage) | 4.15% | |||||||||
Prepayment amount of the fixed term loan | $ 8,750,000 | 0 | ||||||||
Fixed Interest Rate Term Loans | Silver Nip Citrus | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate term loans | 27,550,000 | |||||||||
Quarterly principal payments | $ 290,000 | |||||||||
Fixed interest rate (as a percentage) | 5.35% | |||||||||
Prepayment amount of the fixed term loan | $ 5,000,000 | |||||||||
Variable Interest Rate Term Loans | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate term loans | $ 57,500,000 | $ 51,750,000 | $ 52,469,000 | |||||||
LIBOR spread subject to adjustment period | 2 years | |||||||||
Variable interest rate (as a percentage) | 2.39% | 2.25% | ||||||||
Variable Interest Rate Term Loans | 90 Day LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
LIBOR spread | 1.50% | |||||||||
Scenario, Forecast | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Annual increase of tangible net worth | $ 162,300,000 |
Long-Term Debt and Lines of C30
Long-Term Debt and Lines of Credit - Silver Nip Citrus Debt (Details) | Dec. 03, 2014USD ($) | Sep. 04, 2014USD ($)aloan | Dec. 31, 2016USD ($)loan | Dec. 01, 2016USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Feb. 15, 2015USD ($) |
Debt Instrument [Line Items] | |||||||
Interest rate term loans | $ 194,520,000 | $ 197,219,000 | |||||
Minimum current ratio | 1.50 | ||||||
Fixed Interest Rate Term Loans | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate term loans | $ 125,000,000 | 103,750,000 | 105,312,000 | ||||
Fixed interest rate (as a percentage) | 4.15% | ||||||
Quarterly principal payments | $ 2,281,250 | ||||||
Prepayment amount of the fixed term loan | $ 8,750,000 | $ 0 | |||||
Silver Nip Citrus | |||||||
Debt Instrument [Line Items] | |||||||
Number of fixed rate term loans | loan | 2 | ||||||
Minimum current ratio | 1.5 | ||||||
Silver Nip Citrus | Citrus Grove | |||||||
Debt Instrument [Line Items] | |||||||
Area of land acquired (in acres) | a | 1,500 | ||||||
Silver Nip Citrus | Fixed Interest Rate Term Loans | |||||||
Debt Instrument [Line Items] | |||||||
Number of fixed rate term loans | loan | 2 | ||||||
Interest rate term loans | $ 27,550,000 | ||||||
Fixed interest rate (as a percentage) | 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 | Fixed Interest Rate Term Loans | 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 (as a percentage) | 3.85% | ||||||
Silver Nip Citrus | Fixed Rate Term Loan 2 | |||||||
Debt Instrument [Line Items] | |||||||
Fixed interest rate (as a percentage) | 3.45% | ||||||
Loans Payable | Silver Nip Citrus | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate term loans | $ 7,000,000 | ||||||
Limited guaranty and security agreement | $ 8,000,000 | $ 8,000,000 | $ 7,000,000 |
Long-Term Debt and Lines of C31
Long-Term Debt and Lines of Credit - Modification of Credit Agreements (Details) - USD ($) | Dec. 31, 2016 | Dec. 01, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||
Interest rate term loans (up to) | $ 194,520,000 | $ 197,219,000 | ||
Silver Nip Citrus | Loans Payable | ||||
Debt Instrument [Line Items] | ||||
Interest rate term loans (up to) | $ 7,000,000 | |||
Limited guaranty and security agreement | $ 8,000,000 | $ 8,000,000 | $ 7,000,000 |
Long-Term Debt and Lines of C32
Long-Term Debt and Lines of Credit - Schedule of Long-term Debt, Net of Current Portion (Details) - USD ($) | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 03, 2014 |
Debt Instrument [Line Items] | |||
Long-term debt, net of current portion | $ 194,520,000 | $ 197,219,000 | |
Less current portion | 4,475,000 | 4,493,000 | |
Deferred Financing Costs, Net | 1,927,000 | 1,980,000 | |
Less current portion of deferred financing costs | 0 | 0 | |
Long-term debt | 190,045,000 | 192,726,000 | |
Deferred financing costs | 1,927,000 | 1,980,000 | |
Met Fixed-Rate Term Loans | |||
Debt Instrument [Line Items] | |||
Long-term debt, net of current portion | 103,750,000 | 105,312,000 | $ 125,000,000 |
Deferred Financing Costs, Net | 1,048,000 | 1,080,000 | |
Met Variable-Rate Term Loans | |||
Debt Instrument [Line Items] | |||
Long-term debt, net of current portion | 51,750,000 | 52,469,000 | $ 57,500,000 |
Deferred Financing Costs, Net | 482,000 | 497,000 | |
Met Citree Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, net of current portion | 5,000,000 | 5,000,000 | |
Deferred Financing Costs, Net | 52,000 | 53,000 | |
Pru Loans A & B | |||
Debt Instrument [Line Items] | |||
Long-term debt, net of current portion | 23,900,000 | 24,190,000 | |
Deferred Financing Costs, Net | 270,000 | 274,000 | |
Pru Loan E | |||
Debt Instrument [Line Items] | |||
Long-term debt, net of current portion | 5,060,000 | 5,115,000 | |
Deferred Financing Costs, Net | 31,000 | 32,000 | |
Pru Loan F | |||
Debt Instrument [Line Items] | |||
Long-term debt, net of current portion | 5,060,000 | 5,115,000 | |
Deferred Financing Costs, Net | 44,000 | 44,000 | |
John Deere equipment loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, net of current portion | 0 | 18,000 | |
Deferred Financing Costs, Net | $ 0 | $ 0 |
Long-Term Debt and Lines of C33
Long-Term Debt and Lines of Credit - Schedule of Lines of Credit (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Line of Credit Facility [Line Items] | ||
Deferred Financing Costs, Net | $ 1,927 | $ 1,980 |
Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Lines of Credit | 21,945 | 5,000 |
Deferred Financing Costs, Net | 326 | 389 |
Line of Credit | RLOC | ||
Line of Credit Facility [Line Items] | ||
Lines of Credit | 0 | 5,000 |
Deferred Financing Costs, Net | 146 | 159 |
Line of Credit | WCLC | ||
Line of Credit Facility [Line Items] | ||
Lines of Credit | 21,945 | 0 |
Deferred Financing Costs, Net | $ 180 | $ 230 |
Long-Term Debt and Lines of C34
Long-Term Debt and Lines of Credit - Schedule of Future Maturities of Debt and Lines of Credit (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Debt Disclosure [Abstract] | |
Due within one year | $ 4,475 |
Due between one and two years | 30,270 |
Due between two and three years | 10,925 |
Due between three and four years | 10,975 |
Due between four and five years | 10,975 |
Due beyond five years | 148,845 |
Total future maturities | $ 216,465 |
Long-Term Debt and Lines of C35
Long-Term Debt and Lines of Credit - Schedule of Interest Costs Expensed and Capitalized (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 2,327 | $ 2,503 |
Interest capitalized | 63 | 43 |
Total | $ 2,390 | $ 2,546 |
Earnings Per Common Share - Sch
Earnings Per Common Share - Schedule of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to Alico, Inc. common stockholders | $ (1,735) | $ (3,011) |
Weighted average number of common shares outstanding - basic (in shares) | 8,324 | 8,303 |
Dilutive effect of equity-based awards (in shares) | 0 | 0 |
Weighted average number of common shares outstanding - diluted (in shares) | 8,324 | 8,303 |
Net loss per common shares attributable to Alico, Inc. common stockholders: | ||
Basic (in dollars per share) | $ (0.21) | $ (0.36) |
Diluted (in dollars per share) | $ (0.21) | $ (0.36) |
Earnings Per Common Share - Nar
Earnings Per Common Share - Narrative (Details) - shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Sep. 30, 2015 | |
Officer | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 750,000 | |
Chief executive Officer and Chief Financial Officer | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 12,500 |
Segment Information - Narrative
Segment Information - Narrative (Details) | Oct. 01, 2015segment | Dec. 31, 2016classificationsegment |
Segment Reporting [Abstract] | ||
Number of operating segments | segment | 3 | 3 |
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, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | |
Revenues: | |||
Total revenues | $ 17,445 | $ 20,604 | |
Operating expenses: | |||
Total operating expenses | 14,692 | 19,238 | |
Gross profit (loss): | |||
Total gross profit | 2,753 | 1,366 | |
Depreciation, depletion and amortization: | |||
Total depreciation, depletion and amortization | 3,916 | 4,008 | |
Assets: | |||
Total Assets | 460,753 | $ 455,445 | |
Operating Segments | |||
Revenues: | |||
Total revenues | 17,445 | 20,604 | |
Operating expenses: | |||
Total operating expenses | 14,692 | 19,238 | |
Gross profit (loss): | |||
Total gross profit | 2,753 | 1,366 | |
Other Depreciation, Depletion and Amortization | |||
Depreciation, depletion and amortization: | |||
Total depreciation, depletion and amortization | 199 | 313 | |
Other Corporate Assets | |||
Assets: | |||
Total Assets | 10,292 | 9,659 | |
Orange Co. | |||
Revenues: | |||
Total revenues | 16,877 | 19,295 | |
Operating expenses: | |||
Total operating expenses | 14,085 | 17,608 | |
Orange Co. | Operating Segments | |||
Gross profit (loss): | |||
Total gross profit | 2,792 | 1,687 | |
Depreciation, depletion and amortization: | |||
Total depreciation, depletion and amortization | 3,516 | 3,357 | |
Assets: | |||
Total Assets | 413,597 | 410,663 | |
Conservation and Environmental Resources | |||
Revenues: | |||
Total revenues | 301 | 1,007 | |
Operating expenses: | |||
Total operating expenses | 514 | 1,560 | |
Conservation and Environmental Resources | Operating Segments | |||
Gross profit (loss): | |||
Total gross profit | (213) | (553) | |
Depreciation, depletion and amortization: | |||
Total depreciation, depletion and amortization | 169 | 232 | |
Assets: | |||
Total Assets | 14,621 | 13,073 | |
Other Operations | |||
Revenues: | |||
Total revenues | 267 | 302 | |
Operating expenses: | |||
Total operating expenses | 93 | 70 | |
Other Operations | Operating Segments | |||
Gross profit (loss): | |||
Total gross profit | 174 | 232 | |
Depreciation, depletion and amortization: | |||
Total depreciation, depletion and amortization | 32 | $ 106 | |
Assets: | |||
Total Assets | $ 22,243 | $ 22,050 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | |
Class of Stock [Line Items] | |||
Shares of common stock authorized to be repurchased (up to) (in shares) | 50,000 | 170,000 | |
Shares available to purchase (in shares) | 50,000 | ||
Corporate, General and Administrative Expense | |||
Class of Stock [Line Items] | |||
Stock-based compensation expense | $ 440 | $ 210 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Treasury Stock Purchases and Issuance (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2016USD ($)shares | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Beginning Balance (in shares) | shares | 100,610 |
Beginning Balance | $ | $ 4,585 |
Ending Balance (in shares) | shares | 91,398 |
Ending Balance | $ | $ 4,199 |
Treasury Stock | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Beginning Balance (in shares) | shares | 100,610 |
Beginning Balance | $ | $ 4,585 |
Ending Balance (in shares) | shares | 91,398 |
Ending Balance | $ | $ 4,199 |
Treasury Stock | Director | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Shares issued (in shares) | shares | (9,212) |
Cost of shares issued | $ | $ (386) |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Financial Standby Letter of Credit | ||
Loss Contingencies [Line Items] | ||
Outstanding standby letters of credit | $ 10,300 | $ 10,234 |
Related Party Transaction - Cla
Related Party Transaction - Clayton G. Wilson (Details) - Clayton G. Wilson - USD ($) | 3 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2017 | Jul. 01, 2017 | |
Related Party Transaction [Line Items] | |||
Payments for services and covenants | $ 750,000 | ||
Lump sum payments | $ 200,000 | ||
Scenario, Forecast | |||
Related Party Transaction [Line Items] | |||
Lump sum payments | $ 275,000 | $ 275,000 |
Related Party Transactions - Re
Related Party Transactions - Remy W. Trafelet, Henry R. Slack and George R. Brokaw (Details) $ / shares in Units, $ in Thousands | Dec. 31, 2016USD ($)$ / sharesshares |
Related Party Transaction [Line Items] | |
Period of consecutive trading days | 20 days |
Period following an executive's termination of employment for a number of reasons | 18 months |
Period equivalent to severance cost payment | 18 months |
Period of post-termination noncompetition and customer and employee nonsolicitation covenants | 12 months |
Remy W. Trafelet | |
Related Party Transaction [Line Items] | |
Annual base salary | $ 400 |
Payment to executives in cash | $ 400 |
Options granted in period (in shares) | shares | 300,000 |
Period equivalent to severance cost payment | 24 months |
Henry R. Slack | |
Related Party Transaction [Line Items] | |
Annual base salary | $ 250 |
Payment to executives in cash | $ 250 |
Options granted in period (in shares) | shares | 225,000 |
George R. Brokaw | |
Related Party Transaction [Line Items] | |
Annual base salary | $ 250 |
Payment to executives in cash | $ 250 |
Options granted in period (in shares) | shares | 225,000 |
Period equivalent to severance cost payment | 18 months |
Tranche One | |
Related Party Transaction [Line Items] | |
Percentage of options | 25.00% |
Amount per share (in dollars per share) | $ / shares | $ 60 |
Tranche Two | |
Related Party Transaction [Line Items] | |
Percentage of options | 25.00% |
Amount per share (in dollars per share) | $ / shares | $ 75 |
Tranche Three | |
Related Party Transaction [Line Items] | |
Percentage of options | 25.00% |
Amount per share (in dollars per share) | $ / shares | $ 90 |
Tranche Four | |
Related Party Transaction [Line Items] | |
Percentage of options | 25.00% |
Amount per share (in dollars per share) | $ / shares | $ 105 |
Related Party Transactions - Si
Related Party Transactions - Silver Nip Citrus Merger Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 28, 2015 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 27, 2015 |
Related Party Transaction [Line Items] | |||||
Ownership interest (as a percent) | 51.00% | 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 | |||
Outstanding net indebtedness | $ 40,278 | ||||
Other liabilities | 8,446 | ||||
Book value of assets | 65,739 | ||||
Total net assets | $ 17,015 | ||||
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 ($)installment | Dec. 31, 2015USD ($) |
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 |
Related Party Transactions - Ke
Related Party Transactions - Ken Smith (Details) - Ken Smith - USD ($) | Mar. 20, 2015 | Dec. 31, 2016 | 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 | $ 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 - USD ($) | 3 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||
Payments for services and covenants | $ 465,000 | |
Expense under shared services agreement | $ 73,421 | $ 98,560 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Payables and Accruals [Abstract] | ||
Ad valorem taxes | $ 157 | $ 2,736 |
Accrued interest | 1,233 | 1,135 |
Accrued employee wages and benefits | 330 | 964 |
Inventory received but not invoiced | 846 | 710 |
Current portion of deferred retirement obligations | 342 | 342 |
Other accrued liabilities | 112 | 535 |
Total accrued liabilities | $ 3,020 | $ 6,422 |
Subsequent Events (Details)
Subsequent Events (Details) - Hendry County, Florida $ in Millions | Feb. 02, 2017USD ($)a | Dec. 31, 2016USD ($)a |
Subsequent Event [Line Items] | ||
Area of land used (in acres) | a | 49 | |
Proceeds from sale of land | $ | $ 2.2 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Area of land used (in acres) | a | 49 | |
Proceeds from sale of land | $ | $ 2.2 |