株探米国株
英語
エドガーで原本を確認する
false000000354500000035452025-04-212025-04-21

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________
FORM 8-K
_______________________________________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): April 21, 2025
_______________________________________________________________________
ALICO, INC.
_______________________________________________________________________
(Exact name of registrant as specified in its charter)
_______________________________________________________________________
Florida 0-261 59-0906081
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
10070 Daniels Interstate Court, Suite 200, Fort Myers, FL 33913
_______________________________________________________________________
(Address of principal executive offices)(Zip Code)
239-226-2000
_______________________________________________________________________
(Registrant’s telephone number, including area code)
Not Applicable
_______________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
_______________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. 230.425)
☐ Soliciting Material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14D-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock ALCO Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.01. Completion of Acquisition or Disposition of Assets

On January 6, 2025, Alico, Inc. (the "Company") announced a strategic transformation (the "Strategic Transformation") in the Company’s business focus, to wind down its Alico Citrus division, which holds the Company’s citrus production operations, to focus on a long-term diversified land usage and real estate development strategy. Due to increasing financial challenges from citrus greening disease and environmental factors for many seasons, the Company has decided to not spend further material capital on its citrus operations and to wind down substantially all of its Citrus’ primary operations after the current crop is harvested in the first half of calendar year 2025.

As a result of this announcement, the Company abandoned trees on approximately 90% of its total producing acres at the end of the Fiscal year 2025 harvest season. Under generally accepted accounting principles (GAAP), a long-lived asset to be abandoned is considered disposed of when it ceases to be used. This will require the Company to accelerate the depreciation of the trees through April 2025 when the current year harvest is completed.

Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information

The unaudited pro forma condensed consolidated balance sheet at December 31, 2024 and the unaudited pro forma condensed consolidated statement of operations for the year ended September 30, 2024 and the three month period ended December 31, 2024 are attached hereto as Exhibit 99.1 and incorporated herein by reference.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits.
  
Exhibit No. Description
99.1


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 23, 2025
 ALICO, INC.
 
By: /s/ Bradley Heine
Bradley Heine
Chief Financial Officer

EX-99.1 2 alco-x1q2025xexx991xunaudi.htm EX-99.1 Document

Exhibit 99.1
THE FOLLOWING UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION IS PRESENTED FOR ILLUSTRATIVE PURPOSES ONLY AND IS NOT NECESSARILY AN INDICATION OF THE FUTURE FINANCIAL POSITION OR RESULTS OF OPERATIONS OF THE COMPANY.

Management has prepared the following unaudited pro forma condensed consolidated financial statements, which are based on historical consolidated financial statements of the Company and adjusted to give effect to the abandonment of the majority of its fruit producing trees, which occurred on April 21, 2025, as described in this Current Report on Form 8-K.

Under generally accepted accounting principles (GAAP), a long-lived asset to be abandoned is considered disposed of when it ceases to be used. Consequently, the Unaudited Pro Forma Condensed Consolidated Balance Sheet at December 31, 2024 has been prepared to reflect the April 2025 abandonment of those trees as a disposition, as if that transaction had occurred on December 31, 2024. The Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year ended September 30, 2024 and the three month period ended December 31, 2024 have been prepared to present the results of operations of the Company as if the abandonment of the trees had occurred at October 1, 2023, the beginning of the first period presented.

The following unaudited pro forma condensed consolidated financial statements should be read in conjunction with the Company's consolidated financial statements and notes thereto that are incorporated by reference in the Company's Annual Report on Form 10-K for the year ended September 30, 2024 and the Company's Quarterly Report on Form 10-Q for the three months ended December 31, 2024. In the Company's opinion, all significant adjustments necessary to reflect the disposition have been made.





ALICO, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2024
(in thousands, except share amounts)
Historical (A) Transaction Accounting Adjustments Total Pro Forma
ASSETS
Current assets:
Cash and cash equivalents $ 4,388  $ 4,388 
Accounts receivable, net 8,602  (4,603) B 3,999 
Inventories 20,814  (16,262) C 4,552 
Income tax receivable 1,958  1,958 
Assets held for sale 3,345  3,345 
Prepaid expenses and other current assets 1,711  1,711 
Total current assets 40,818  (20,865) 19,953 
Restricted cash 762  762 
Property and equipment, net 350,907  (211,926) D 138,981 
Goodwill 2,246  2,246 
Deferred tax assets —  13,285  E 13,285 
Other non-current assets 2,863  (591) F 2,272 
Total assets $ 397,596  $ (220,097) $ 177,499 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 3,236  $ (2,147) G $ 1,089 
Accrued liabilities 3,293  (207) H 3,086 
Current portion of long-term debt 1,410  1,410 
Other current liabilities 498  498 
Total current liabilities 8,437  (2,354) 6,083 
Long-term debt, net 81,984  81,984 
Lines of credit 21,494  (19,967) H 1,527 
Deferred income tax liabilities, net 38,694  (38,694) E — 
Other liabilities 146  146 
Total liabilities 150,755  (61,015) 89,740 
Commitments and Contingencies - Note 12.
Stockholders’ equity:
Preferred stock, no par value, 1,000,000 shares authorized; none issued
 —  — 
Common stock, $1.00 par value, 15,000,000 shares authorized; 8,416,145 shares issued and 7,633,069 and 7,628,639 shares outstanding at December 31, 2024 and September 30, 2024, respectively
 8,416  8,416 
Additional paid in capital 20,226  20,226 
Treasury stock, at cost, 783,076 and 787,506 shares held at December 31, 2024 and September 30, 2024, respectively
 (26,557) (26,557)
Retained earnings 239,704  (159,082) 80,622 
Total Alico stockholders’ equity 241,789  (159,082) 82,707 
Noncontrolling interest 5,052  5,052 
Total stockholders’ equity 246,841  (159,082) 87,759 
Total liabilities and stockholders’ equity $ 397,596  $ (220,097) $ 177,499 








ALICO, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2024

(A)    Historical unaudited condensed consolidated balance sheet data derived from Alico, Inc.'s Quarterly Report on Form 10-Q as of December 31, 2024.
(B)    Represents adjustments to reduce Accounts receivable for amounts due from fruit sales generated by the trees, which were abandoned.
(C)    Represents adjustments to reduce Inventories for amounts spent on certain caretaking costs of the trees, which were abandoned.
(D)    Represents adjustments to reduce Property and equipment for the write-off of the trees and certain other equipment related to the caretaking of the abandoned groves.
(E)    Principally represents adjustments to adjust deferred taxes for the write-off of the trees by reversing the book/tax difference on the trees, which were abandoned.
(F)    Represents adjustments to reduce Other non-current assets for certain prepaids which will not be recovered.
(G)    Represents adjustments to reduce Accounts payable for a portion of the amounts due to vendors for caretaking and other costs related to the trees, which were abandoned.
(H)    Represents adjustments to reduce accrued interest and borrowings under the Lines of credit for spending on caretaking of the trees, which were abandoned.


ALICO, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2024
(in thousands, except per share amounts)
Historical (A)
 Transaction Accounting Adjustments Total Pro Forma
2024
Operating revenues:
Alico Citrus $ 16,326  $ (11,344) B $ 4,982 
Land Management and Other Operations 568  568 
Total operating revenues 16,894  (11,344) 5,550 
Operating expenses:
Alico Citrus 25,111  (17,167) C 7,944 
Land Management and Other Operations 21  21 
Total operating expenses 25,132  (17,167) 7,965 
Gross loss (8,238) 5,823  (2,415)
General and administrative expenses 2,586  (24) D 2,562 
Loss from operations (10,824) 5,847  (4,977)
Other (expense) income, net:
Interest income 47  47 
Interest expense (898) 271  E (627)
Other income, net 244  244 
Total other (expense) income, net (607) 271  (336)
(Loss) income before income taxes (11,431) 6,118  (5,313)
Income tax (benefit) provision (2,180) 1,621  F (559)
Net (loss) income (9,251) 4,497  (4,754)
Net loss attributable to noncontrolling interests 84  84 
Net (loss) income attributable to Alico, Inc. common stockholders $ (9,167) $ 4,497  $ (4,670)
Per share information attributable to Alico, Inc. common stockholders:
Earnings per common share:
Basic $ (1.20) $ 0.59  $ (0.61)
Diluted $ (1.20) $ 0.59  $ (0.61)
Weighted-average number of common shares outstanding:
Basic 7,633 7,633
Diluted 7,633 7,633













ALICO, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2024

(A)    Historical unaudited condensed consolidated statement of operations data derived from Alico, Inc.'s Quarterly Report on Form 10-Q as of December 31, 2024.
(B)    Represents adjustments to eliminate the revenue generated from the sales of fruit produced on the trees in the groves that were abandoned.
(C)    Represents adjustments to eliminate certain caretaking costs incurred to grow the fruit produced on the trees that were abandoned.
(D)    Represents adjustments to eliminate certain administrative overhead costs associated with employees who performed caretaking of the trees that were abandoned.
(E)    Represents adjustments to reduce the interest expense on the Company's Revolving Line of Credit for borrowings incurred to cover certain caretaking costs associated with the abandoned trees.
(F)    Represents adjustments to reflect the effect applying the statutory tax rate of 26.5% to the pre-tax adjustments to the consolidated statement of operations.


ALICO, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 2024
(in thousands, except per share amounts)
Historical (A)
 Transaction Accounting Adjustments Total Pro Forma
2024
Operating revenues:
Alico Citrus $ 45,059  $ (33,501) B $ 11,558 
Land Management and Other Operations 1,584  1,584 
Total operating revenues 46,643  (33,501) 13,142 
Operating expenses: — 
Alico Citrus 102,628  (83,961) C 18,667 
Land Management and Other Operations 398  398 
Total operating expenses 103,026  (83,961) 19,065 
Gross (loss) profit (56,383) 50,460  (5,923)
General and administrative expenses 11,071  (40) D 11,031 
Loss from operations (67,454) 50,500  (16,954)
Other income (expense), net: — 
Interest income 385  385 
Interest expense (3,538) 535  E (3,003)
Gain on sale of property & equipment 81,559  81,559 
Total other income, net 78,406  535  78,941 
Income before income taxes 10,952  51,035  61,987 
Income tax provision 4,597  13,524  F 18,121 
Net income 6,355  37,511  43,866 
Net loss attributable to noncontrolling interests 618  618 
Net income attributable to Alico, Inc. common stockholders $ 6,973  $ 37,511  $ 44,484 
Per share information attributable to Alico, Inc. common stockholders:
Earnings per common share:
Basic $ 0.91  $ 4.93  $ 5.84 
Diluted $ 0.91  $ 4.93  $ 5.84 
Weighted-average number of common shares outstanding:
Basic 7,622 7,622
Diluted 7,622 7,622












ALICO, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 2024


(A)    Historical condensed consolidated statement of operations data derived from Alico, Inc.'s Annual Report on Form 10-K as of September 30, 2024.
(B)    Represents adjustments to eliminate the revenue generated from the sales of fruit produced on the trees in the groves that were abandoned.
(C)    Represents adjustments to eliminate certain caretaking costs incurred to grow the fruit produced on the trees that were abandoned.
(D)    Represents adjustments to eliminate certain administrative overhead costs associated with employees who performed caretaking of the trees that were abandoned.
(E)    Represents adjustments to reduce the interest expense on the Company's Revolving Line of Credit for borrowings incurred to cover certain caretaking costs associated with the abandoned trees.
(f)    Represents adjustments to reflect the effect applying the statutory tax rate of 26.5% to the pre-tax adjustments to the consolidated statement of operations.