SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



	þ	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

		For the Quarterly Period Ended December 31, ~~2017~~2018

		or

Commission File Number: 0-261

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þYes ¨ No

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). þYes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	¨	Accelerated filer	þ
Non-accelerated filer	¨	Smaller Reporting Company	¨
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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

There were ~~8,249,357~~7,462,803 shares of common stock outstanding at February ~~5, 2018.~~4, 2019.

For the three months ended December 31, ~~2017~~2018 and ~~2016~~2017

Part 1 - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial ~~Statements (Unaudited).~~Statements.

Index to Condensed Consolidated Financial Statements

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~



ALICO, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts)



	December 31,			September 30,
	2018			2018
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	272		$	25,260
Accounts receivable, net	6,842			2,544
Inventories	42,458			41,033
Assets held for sale	1,215			1,391
Income tax receivable	484			15
Prepaid expenses and other current assets	1,134			818
Derivative asset	3,269			—
Total current assets	55,674			71,061

Restricted cash	7,002			7,000
Property and equipment, net	340,563			340,403
Goodwill	2,246			2,246
Deferred financing costs, net of accumulated amortization	87			136
Other non-current assets	3,182			2,576
Total assets	$	408,754		$	423,422

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	3,002		$	3,764
Accrued liabilities	4,382			9,226
Long-term debt, current portion	5,300			5,275
Income taxes payable	—			2,320
Other current liabilities	984			913
Derivative liabilities	14,536			—
Total current liabilities	28,204			21,498

Long-term debt:
Principal amount, net of current portion	166,342			169,074
Less: deferred financing costs, net	(1,514		)	(1,563		)
Long-term debt less current portion and deferred financing costs, net	164,828			167,511
Lines of credit	22,314			2,685
Deferred income tax liabilities	25,153			25,153
Deferred gain on sale	—			24,928
Deferred retirement obligations	4,032			4,052
Total liabilities	244,531			245,827
Commitments and Contingencies (Note 13)
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 and 8,416,145 shares issued and 7,454,795 and 8,199,957 shares outstanding at December 31, 2018 and September 30, 2018, respectively	8,416			8,416
Additional paid in capital	20,384			20,126
Treasury stock, at cost, 961,350 and 216,188 shares held at December 31, 2018 and September 30, 2018, respectively	(32,817		)	(7,536		)
Retained earnings	162,798			151,111
Total Alico stockholders' equity	158,781			172,117

~~(in thousands, except share amounts)~~

December 31, September 30,
2017 2017
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 948
$ 3,395
Accounts receivable, net 11,875
4,286
Inventories 33,180
36,204
Assets held for sale 18,295
20,983
Prepaid expenses and other current assets 1,985
1,621
Total current assets 66,283
66,489

Property and equipment, net 348,509
349,337
Goodwill 2,246
2,246
Deferred financing costs, net of accumulated amortization 200
262
Other non-current assets 724
848
Total assets $ 417,962
$ 419,182

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,097
$ 3,192
Accrued liabilities 4,551
6,781
Long-term debt, current portion 4,575
4,550
Other current liabilities 1,069
1,460
Total current liabilities 12,292
15,983

Long-term debt:
Principal amount, net of current portion 180,783
181,926
Less: deferred financing costs, net (1,715 ) (1,767 )
Long-term debt less current portion and deferred financing costs, net 179,068
180,159
Lines of credit 7,123
—
Deferred income tax liabilities 14,691
27,108
Deferred gain on sale 26,643
26,440
Deferred retirement obligations 4,109
4,123
Total liabilities 243,926
253,813
Commitments and Contingencies (Note 11)

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 and 8,416,145 shares issued and 8,249,357 and 8,238,830 shares outstanding at December 31, 2017 and September 30, 2017, respectively 8,416
8,416
Additional paid in capital 18,890
18,694
Treasury stock, at cost, 166,788 and 177,315 shares held at December 31, 2017 and September 30, 2017, respectively (6,275 ) (6,502 )
Retained earnings 148,285
140,033
Total Alico stockholders' equity 169,316
160,641
Noncontrolling interest 4,720
4,728
Total stockholders' equity 174,036
165,369
Total liabilities and stockholders' equity $ 417,962
$ 419,182



Noncontrolling interest	5,442		5,478
Total stockholders' equity	164,223		177,595
Total liabilities and stockholders' equity	$	408,754	$	423,422

See accompanying notes to the condensed consolidated financial statements.

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)~~

~~(in thousands, except per share amounts)~~

See accompanying notes to the condensed consolidated financial statements.

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)~~

Three Months Ended December 31,
2017 2016
Net cash used in operating activities:

Net income (loss) $ 8,738
$ (1,743 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:

Deferred gain on sale of sugarcane land (141 ) (300 )
Depreciation, depletion and amortization 3,490
3,916
Deferred income tax benefit (12,417 ) (1,273 )
Gain on sale of property and equipment (1,596 ) (205 )
Non-cash interest expense on deferred gain on sugarcane land 344
356
Stock-based compensation expense 423
440
Other (44 ) 125
Changes in operating assets and liabilities:

Accounts receivable (7,589 ) (7,177 )
Inventories 3,024
(4,053 )
Prepaid expenses and other assets (240 ) (1,579 )
Accounts payable and accrued expenses (3,298 ) (4,823 )
Other liabilities (383 ) (1,121 )
Net cash used in operating activities (9,689 ) (17,437 )

Cash flows from investing activities:

Purchases of property and equipment (3,561 ) (2,357 )
Proceeds from sale of property and equipment 5,300
—
Other —
547
Net cash provided by (used in) investing activities 1,739
(1,810 )

Cash flows from financing activities:

Repayments on revolving lines of credit (10,608 ) (5,000 )
Borrowings on revolving lines of credit 17,731
21,945
Principal payments on term loans (1,118 ) (2,699 )
Dividends paid (494 ) (498 )
Capital lease obligation payments (8 ) —
Net cash provided by financing activities 5,503
13,748

Net decrease in cash and cash equivalents (2,447 ) (5,499 )
Cash and cash equivalents at beginning of the period 3,395
6,625

Cash and cash equivalents at end of the period $ 948
$ 1,126



ALICO, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands)



	Three Months Ended December 31,
	2018			2017
Net cash used in operating activities:
Net (loss) income	$	(2,503	)	$	8,738
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Deferred gain on sale of sugarcane land	—			(141		)
Depreciation, depletion and amortization	3,458			3,490
Deferred income tax benefit	(629		)	(12,417		)
Gain on sale of real estate, property and equipment and assets held for sale	(22		)	(1,596		)
Change in fair value of derivatives	956			—
Non-cash interest expense on deferred gain on sugarcane land	—			344
Stock-based compensation expense	553			423
Other	(7		)	(44		)
Changes in operating assets and liabilities:
Accounts receivable	(4,298		)	(7,589		)
Inventories	(1,425		)	3,024
Prepaid expenses and other assets	(343		)	(240		)
Income tax receivable	(469		)	—
Accounts payable and accrued expenses	(5,636		)	(3,298		)
Income tax payable	(1,691		)	—
Other liabilities	55			(383		)
Net cash used in operating activities	(12,001		)	(9,689		)

Cash flows from investing activities:
Purchases of property and equipment	(3,458		)	(3,561		)
Net proceeds from sale of property and equipment and assets held for sale	202			5,300
Deposits on purchase of citrus trees	(632		)	—
Notes receivable	4			—
Net cash (used in) provided by investing activities	(3,884		)	1,739

Cash flows from financing activities:
Repayments on revolving lines of credit	(6,948		)	(10,608		)
Borrowings on revolving lines of credit	26,577			17,731
Principal payments on term loans	(2,707		)	(1,118		)
Treasury stock purchases	(25,576		)	—
Dividends paid	(447		)	(494		)
Capital lease obligation payments	—			(8		)
Net cash (used in) provided by financing activities	(9,101		)	5,503

Net decrease in cash and cash equivalents and restricted cash	(24,986		)	(2,447		)
Cash and cash equivalents and restricted cash at beginning of the period	32,260			3,395

Cash and cash equivalents and restricted cash at end of the period	$	7,274		$	948

See accompanying notes to the condensed consolidated financial statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. 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~~117,000 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 - Alico Citrus and ~~Conservation~~Water Resources and ~~Environmental Resources.~~Other Operations. Financial results are presented based upon its ~~three~~two business segments (Alico Citrus ~~Conservation~~ and ~~Environmental~~Water 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 Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2017,~~2018, as filed with the SEC on December ~~11, 2017.~~6, 2018.

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, ~~2018.~~2019. All intercompany transactions and account balances between the consolidated businesses have been eliminated.

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 assesses performance and allocates resources based on ~~three~~two operating segments: Alico Citrus ~~(formerly Orange Co.), Conservation~~ and ~~Environmental~~Water 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. 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 Topic 810, “Consolidations” in its consolidation process. All significant intercompany balances and transactions have been eliminated in consolidation.

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.

Restricted cash is comprised of cash received from the sale of certain assets for which the use of funds is restricted. For certain sale transactions, the Company sells property, which serves as collateral for specific debt obligations. As a result, the sale proceeds can only be used to purchase like-kind citrus groves, which are acceptable to the debt holder. If the restricted cash is not used for such purchases within a twelve-month period, it will be used to pay down principal on Company debt. Based on the contractual uses of restricted cash, these amounts have been classified as non-current.

Revenues are derived from the sale of processed fruit, fresh fruit, other citrus revenue, leasing revenue and other water and resource revenues. The majority of the revenue is generated from the sale of citrus fruit to processing facilities and fresh fruit purchases. The Company recognizes revenue at the amount it expects to be entitled to when control of the products or services is transferred to its customers, which occurs upon delivery of and acceptance of the fruit by the customer and the Company has a right to payment.

The Company has identified one performance obligation as the delivery of fruit to the processing facility (or harvesting of the citrus in the case of fresh fruit) of the customer for each separate variety of fruit identified in the contract. The Company initially recognizes revenue in an amount which is estimated based on contractual and market prices, if such market price falls within the range (known as “floor” and “ceiling” prices) identified in the specific contracts. Additionally, the Company also has a contractual agreement whereby revenue is determined based on applying a cost-plus structure methodology. As such, since these contracts contain elements of variable consideration, the Company recognizes this variable consideration by using the expected value method. Adjustments are made throughout the year to these estimates as more current relevant industry information becomes available. Differences between the estimates and the final realization of revenues at the close of the harvesting season can result in either an increase or decrease to reported revenues. During the periods presented, no material adjustments were made to the reported citrus

Receivables under these contracts are primarily paid at the floor amount and are collected within seven days after the harvest week. Any adjustments to pricing as a result of changes in market prices, which fall within the range of the floor and ceiling price identified in the specific contract, are collected thirty to sixty days after final market pricing is published. As of December 31, 2018 and September 30, 2018, the Company had total receivables relating to sales of citrus of $6,848,000 and $2,471,000, respectively, recorded in Accounts Receivable, net, in the Condensed Consolidated Balance Sheets.

Disaggregated Revenue

Revenues disaggregated by significant products and services for the three months ended December 31, 2018 and December 31, 2017 are as follows:



(in thousands)	Three Months Ended December 31,
	Three Months Ended December 31,
	2018		2017
Alico Citrus
Early and Mid-Season	$	11,645	$	15,417
Fresh Fruit	1,906		1,088
Other	346		574
Total	$	13,897	$	17,079

Water Resources and Other Operations
Land and other leasing	$	734	$	247
Other	148		207
Total	$	882	$	454

Total Revenues	$	14,779	$	17,533

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 net income, equity or cash flows as previously reported.

Noncontrolling Interest in Consolidated Subsidiary

The Financial Statements include all assets and liabilities of the less-than-100%-owned subsidiary the Company controls, Citree Holdings I, LLC (“Citree”). Accordingly, the Company has recorded a noncontrolling interest in the equity of such entity. Citree had a net loss of ~~$16,219~~$73,502 and ~~$15,848~~$16,219 for the three months ended December 31, ~~2017~~2018 and ~~2016,~~2017, respectively, of which 51% is attributable to the Company.

Recent Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update (“ASU") 2016-02, “Leases (Topic 842)." This guidance will require entities that enter into leases as a lessee to recognize right-of-use assets and lease liabilities for those leases classified as operating leases under previous GAAP. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The Company is currently evaluating the impact this guidance will have on our Financial Statements, and it will become effective for Alico October 1, 2019.

In January 2017, the FASB issued ASU 2017-04, “Intangibles-Goodwill and Other” (Topic 350), which simplifies the accounting for goodwill impairment. The updated guidance eliminates Step 2 of the impairment test, which requires entities to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value, determined in Step 1. This guidance will become effective for us in the fiscal years beginning after December 15, 2019, including interim periods within those reporting periods. We will adopt this guidance using a prospective approach. Earlier adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently evaluating the impact on our consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements" ("ASU 2018-13"), which aims to improve the overall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies when preparing fair value measurement disclosures. ASU 2018-13 is effective for annual and interim periods in the fiscal years beginning after December 15, 2019. Early adoption is permitted. Retrospective adoption is required, except for certain disclosures, which will be required to be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. The Company does not expect the adoption of ASU 2018-13 will have a material impact on its consolidated financial statements and will adopt the standard effective October 1, 2020.

The Company has reviewed other recently issued accounting standards which have not yet been adopted in order to determine their potential effect, if any, on the results of operations or financial condition. Based on the review of these other recently issued standards, the Company does not currently believe that any of those accounting pronouncements will have a significant effect on its current or future financial position, results of operations, cash flows or disclosures.

Recently Adopted Accounting Pronouncements

In May 2014, the FASB issued ~~Accounting Standard Update ("ASU")~~ASU 2014-09, ~~“Revenue~~Revenue from Contracts with Customers,~~” as~~ and has subsequently issued several supplemental and/or clarifying ASU’s (collectively, “ASC 606”), which prescribes a comprehensive new ~~ASC topic (Topic 606).~~revenue recognition standard that supersedes previously existing revenue recognition guidance. The new model provides a five-step analysis in determining when and how revenue is recognized. The core principle of ~~this ASU~~the new guidance is that ~~an entity~~a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ~~ASU further provides guidance for any entity that either enters into contracts with customers~~standard also requires new, expanded disclosures regarding revenue recognition. The standard allows initial application to transfer goods or services or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards (for example, lease contracts). The FASB subsequently issued ASU 2015-14 to defer the effective date of ASU 2014-09 until annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with earlier adoption permitted. The FASB also recently issued ASU 2016-10, "Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing," and 2016-12, "Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients," that clarify or amend the original Topic 606. ASU 2014-09 can be ~~adopted using one of two retrospective transition methods: 1)~~performed retrospectively to each ~~prior reporting~~ period presented or 2) as a ~~cumulative-effect~~modified retrospective adjustment as of the date of adoption. ASC 606, also provides for certain practical expedients, including the option to expense as incurred the incremental costs of obtaining a contract, if the contract period is for one year or less, and policy elections regarding shipping and handling that provides the option to account for shipping and handling costs as contract fulfillment costs. The Company ~~has~~adopted ASC 606 effective October 1, 2018, the first day of our 2019 fiscal year, using the modified retrospective method. The implementation of ASC 606 did not ~~yet selected a~~require an adjustment to the opening balance of retained earnings as of October 1, 2018 (see Note 1. “Revenue Recognition”).

In February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (ASC 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. This standard clarifies the scope and application of ASC 610-20 on the sale, transfer, and derecognition of nonfinancial assets and in substance nonfinancial assets to non-customers, including partial sales. It also provides guidance on how gains and losses on transfers of nonfinancial assets and in substance nonfinancial assets to non-customers are recognized. The standard also clarifies the derecognition of businesses is under the scope of ASC 810. The standard must be adopted concurrently with ASC 606, however an entity will not have to apply the same transition method as ASC 606. The Company adopted ASC 610-20 (“ASC 610-20”) effective October 1, 2018, the first day of our 2019 fiscal year, using the modified retrospective method. The implementation of ASC 610-20 resulted in an adjustment to increase the opening balance of retained earnings by $14,617,000 as of October 1, 2018 (see Note 7. “Derivative Asset and ~~is currently evaluating the impact of ASU 2014-09~~Derivative Liabilities/Deferred Gain on ~~the Company’s Financial Statements upon adoption.~~Sale”).

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~~Alico's fiscal year ~~generally~~ produce the majority of ~~our~~the Company's annual ~~revenue, and working~~revenue. Working capital requirements are typically greater in the first and fourth quarters of the fiscal ~~year. The results~~year, coinciding with harvesting cycles. Because of the ~~reported periods herein~~seasonality of the business, results for any quarter are not necessarily indicative of the results that may be achieved for ~~any other interim periods or~~ the ~~entire~~full fiscal year.

Inventories consist of the following at December 31, ~~2017~~2018 and September 30, ~~2017:~~2018:

During the fiscal year ended September 30, 2018, the Company received insurance proceeds relating to Hurricane Irma of approximately $477,000 for property and casualty damage claims and approximately $8,952,000 for crop claims. The Company has additional property and casualty and crop insurance claims outstanding and is awaiting determination of additional proceeds to be received, if any. Insurance proceeds are recorded in the period they are both probable and reasonable estimable.

In addition to the commercial insurance claims which have been submitted, the Company may be eligible for Hurricane Irma federal relief programs distributed by the Farm Service Agency under the 2017 Wildfires and Hurricane Indemnity Program (2017 WHIP), as well as block grants that will be administered through the State of Florida. The specifics of these programs are still being finalized, and at this time the Company cannot determine the amount of federal relief funds, if any, which will be received, or when these funds will be disbursed.

The Company records its inventory at the lower of cost or net realizable value. For the three months ended December 31, ~~2017 and 2016~~2018, the Company did not record any adjustments to reduce inventory to net realizable value.

In September 2017, the State of Florida's citrus business, including the Company's unharvested citrus crop, was significantly impacted by Hurricane Irma. For the year ended September 30, 2017, the Company recorded a casualty loss on its inventory. In calculating this casualty loss, the Company made certain estimates. As of December 31, 2017, there were no revisions to these estimates which required any further inventory losses to be recorded. The Company continues to work closely with its insurers and adjusters to determine the amount of insurance recoveries, if any, the Company may be entitled to.

Note 3. Assets Held for Sale

~~During fiscal 2017, in~~In accordance with its strategy to dispose of non-core and under-performing assets, the following assets have been classified as assets held for sale as of December 31, ~~2017~~2018 and September 30, ~~2017:~~2018:

(in thousands) Carrying Value
December 31, September 30,
2017 2017
Office Building $ —
$ 3,214
Nursery - Gainsville 6,500
6,500
Chancey Bay 4,179
4,179
Gal Hog 70
70
Breeding Herd 6,133
5,858
Winterhaven 251
—
Trailers 1,162
1,162
Total Assets Held For Sale $ 18,295
$ 20.983



(in thousands)	Carrying Value
	December 31,		September 30,
	2018		2018
Trailers	$	456	$	456
Frostproof Parcels	—		176
Parcels on East Ranch	759		759
Total Assets Held For Sale	$	1,215	$	1,391

During the three months ended December 31, 2018, the Company sold certain parcels at Frostproof for approximately $188,000 and realized a gain of approximately $13,000.

On October 30, 2017, the Company sold its corporate office building in Fort Myers, Florida for $5,300,000 and realized a gain of approximately $1,800,000. The sales agreement provides that the Company will lease back a portion of the office space for five years.

Negotiations with interested parties for certain assets held for sale have already taken place, and in January, 2018 the Company sold its breeding herd and a portion of their trailers (See Note 13). Assets held for sale consists solely of property and equipment.

~~The Company recorded an impairment loss of approximately $4,131,000 during fiscal year 2017 on these assets classified as assets held for sale.~~

Note 4. Property and Equipment, Net

Property and equipment, net consists of the following at December 31, ~~2017~~2018 and September 30, ~~2017:~~2018:

Note 5. Long-Term Debt and Lines of Credit

~~Debt Refinancing~~ The following table summarizes long-term debt and related deferred financing costs net of accumulated amortization at December 31, 2018 and September 30, 2018:



	December 31, 2018				September 30, 2018
	Principal		Deferred Financing Costs, Net		Principal		Deferred Financing Costs, Net
	(in thousands)

Long-term debt, net of current portion:
Met Fixed-Rate Term Loans	$	94,375	$	808	$	95,938	$	836
Met Variable-Rate Term Loans	46,000		372		46,719		385
Met Citree Term Loan	4,900		43		4,925		44
Pru Loans A & B	17,127		237		17,417		241
Pru Loan E	4,620		15		4,675		17
Pru Loan F	4,620		39		4,675		40
	171,642		1,514		174,349		1,563
Less current portion	5,300		—		5,275		—
Long-term debt	$	166,342	$	1,514	$	169,074	$	1,563

The ~~Company refinanced its outstanding~~following table summarizes lines of credit and related deferred financing costs net of accumulated amortization at December 31, 2018 and September 30, 2018:



	December 31, 2018				September 30, 2018
	Principal		Deferred Financing Costs, Net		Principal		Deferred Financing Costs, Net
	(in thousands)

Lines of Credit:
RLOC	$	—	$	46	$	—	$	58
WCLC	22,314		41		2,685		78
Lines of Credit	$	22,314	$	87	$	2,685	$	136

Future maturities of long-term debt ~~obligations on~~and lines of credit as of December ~~3, 2014 in connection with the Orange-Co acquisition. These~~31, 2018 are as follows:



(in thousands)

Due within one year	$	5,300
Due between one and two years	33,289
Due between two and three years	10,975
Due between three and four years	14,715
Due between four and five years	10,755
Due beyond five years	118,922

Total future maturities	$	193,956

Interest costs expensed and capitalized were as follows:



(in thousands)
	Three Months Ended December 31,
	2018		2017
Interest expense	$	1,917	$	2,255
Interest capitalized	216		134
Total	$	2,133	$	2,389

Debt

The Company's credit facilities ~~initially included~~consist of $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. The 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 onbeginning May 1, ~~2019~~2017 and is subject to further adjustment 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 ~~3.03%~~4.18% per annum and ~~2.96%~~3.99% per annum as of December 31, ~~2017~~2018 and September 30, ~~2017,~~2018, 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~~2015. During the first and ~~remains~~second quarter of the fiscal year 2018, the Company elected not to make its principal payment and utilized its prepayment to satisfy its principal payment requirements for such quarters. At December 31, 2018, the Company had $5,625,000 remaining available to reduce future mandatory principal payments should the Company elect to do so. ~~During the first quarter of fiscal 2018, the company elected not to make its principal payment and utilized its prepayment to satisfy its payment requirement.~~ 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~~165 basis points, payable quarterly. The LIBOR spread was adjusted by the lender on May 1, 2017 and is subject to further adjustment 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 ~~3.03%~~4.18% and ~~2.96%~~3.99% per annum as of December 31, ~~2017~~2018 and September 30, ~~2017,~~2018, respectively. Availability under the RLOC was $25,000,000 as of December 31, ~~2017.~~2018.

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 ~~3.11%~~4.10% per annum and ~~2.99%~~3.85% per annum as of December 31, ~~2017~~2018 and September 30, ~~2017,~~2018, respectively. The WCLC agreement was amended on September 30, ~~2017,~~2018, and the primary terms of the amendment were an extension of the maturity to November 1, ~~2019.~~2021. There were no changes to the commitment amount or interest rate. Availability under the WCLC was approximately ~~$52,577,000~~$37,426,000 and $57,015,000 as of December 31, ~~2017~~2018 and September 30, ~~2017,~~2018, respectively.

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. Commitment fees to date have been charged at 20 basis points.

The outstanding balance on the WCLC was ~~approximately $7,123,000~~$22,313,944 at December 31, ~~2017.~~2018. 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, ~~2017,~~2018, there was approximately ~~$10,300,000~~$10,260,000 in outstanding letters of credit, which correspondingly reduced the Company's availability under the line of credit.

In 2014, the Company capitalized approximately $2,834,000 of debt financing costs related to the refinancing. These costs, together with approximately $339,000 of costs related to the retired debt, are being amortized to interest expense over the applicable terms of the loans. Additionally, approximately $123,000 of financing costs were incurred for the fiscal year ended September 30, 2018 in connection with letters of credit. These costs are also being amortized to interest expense over the applicable terms of the obligations. The unamortized balance of deferred financing costs related to the financing above was approximately $1,266,000 and approximately $1,357,000 at December 31, 2018 and September 30, 2018, respectively.

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,~~years, or approximately ~~$162,300,000~~$163,581,000 for the year ~~ending~~ended September 30, ~~2017,~~2018, (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, ~~2017,~~2018, 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 bears interest at a fixed rate of 5.28% 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 5.28%. Principal payments on this term loan ~~commence~~commenced February 1, 2018 and are payable quarterly thereafter. The loan matures in February 2029.

Silver Nip Citrus Debt

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. In addition, the Company made prepayments of approximately $4,453,000 in the second fiscal quarter of 2018 with the sale of certain properties which were collateralized under these loans. The Company may prepay up to $5,000,000 of principal without penalty. As such, the Company exceeded the allowed $5,000,000 prepayment by approximately $203,000 and was required to make a premium payment of approximately $22,000. The loans are collateralized by real estate in Collier, Hardee, Highlands ~~Martin, Osceola~~ and Polk Counties, Florida and mature on June 1, 2029 and June 1, 2033.

Silver Nip Citrus entered into two additional 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.~~1.00. Silver Nip Citrus was in compliance with the current ratio covenant as of December 31, ~~2017,~~2018, the most recent measurement date.

~~Other Modifications of Rabo and Prudential Credit Agreements~~

In February 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, 2017 and September 30, 2017:~~

December 31, 2017 September 30, 2017
Principal Deferred Financing Costs, Net Principal Deferred Financing Costs, Net
(in thousands)

Long-term debt, net of current portion:
Met Fixed-Rate Term Loans $ 99,062
$ 924
$ 99,062
$ 954
Met Variable-Rate Term Loans 48,876
425
49,594
439
Met Citree Term Loan 5,000
48
5,000
49
Pru Loans A & B 22,740
253
23,030
258
Pru Loan E 4,840
23
4,895
25
Pru Loan F 4,840
42
4,895
42
185,358
1,715
186,476
1,767
Less current portion 4,575
—
4,550
—
Long-term debt $ 180,783
$ 1,715
$ 181,926
$ 1,767

~~The following table summarizes lines of credit and related deferred financing costs net of accumulated amortization at December 31, 2017 and September 30, 2017:~~

December 31, 2017 September 30, 2017
Principal Deferred Financing Costs, Net Principal Deferred Financing Costs, Net
(in thousands)

Lines of Credit:
RLOC $ —
$ 96
$ —
$ 109
WCLC 7,123
104
—
153
Lines of Credit $ 7,123
$ 200
$ —
$ 262

~~Future maturities of long-term debt and lines of credit as of December 31, 2017 are as follows:~~

(in thousands)

Due within one year $ 4,575
Due between one and two years 15,548
Due between two and three years 10,975
Due between three and four years 14,935
Due between four and five years 10,755
Due beyond five years 135,693

Total future maturities $ 192,481

~~Interest costs expensed and capitalized were as follows:~~

(in thousands)
Three Months Ended December 31,
2017 2016
Interest expense $ 2,255
$ 2,327
Interest capitalized 134
63
Total $ 2,389
$ 2,390

Note 6. Accrued Liabilities

Accrued ~~Liabilities~~liabilities consist of the following at December 31, ~~2017~~2018 and September 30, ~~2017:~~2018:


(in thousands)	December 31,		September 30,		December 31,		September 30,
	2017		2017		2018		2018

Ad valorem taxes	$	—	$	2,648	$	—	$	2,196
Accrued interest	1,203		1,165		1,320		1,191
Accrued employee wages and benefits	1,169		1,320		1,003		3,115
Inventory received but not invoiced					54		726
Accrued legal charges					539		—
Accrued dividends	494		494		447		492
Accrued insurance					339		223
Current portion of deferred retirement obligations	315		315		314		345
Accrued insurance	266		166
Accrued tender offer consulting charges					32		274
Other accrued liabilities	1,104		673		334		664
Total accrued liabilities	$	4,551	$	6,781	$	4,382	$	9,226

Note 7. Derivative Asset and Derivative Liabilities/Deferred Gain on Sale

Derivative asset and derivative liabilities/deferred gain on sale assets and liabilities consists of the following at December 31, 2018 and September 30, 2018:



(in thousands)	December 31,		September 30,
	2018		2018
Assets:
Derivative asset	$	3,269	$	—

Liabilities:
Derivative liabilities	$	14,536	$	—
Deferred gain on sale	—		24,928
Total derivative liabilities and deferred gain on sale	$	14,536	$	24,928

On November 21, 2014, the Company completed the sale of approximately 36,000 acres of land used for sugarcane production and land leasing in Hendry County, Florida to Global Ag Properties, LLC (“Global”) for approximately $97,900,000 in cash.

The sales price was subject to post-closing adjustments over a ten year period. The Company realized a gain of approximately $42,753,000 on the sale. Initially, $29,140,000 of the gain was deferred due to the Company’s continuing involvement in the property pursuant to a post-closing agreement and the potential price adjustments. The deferral represented the Company’s estimate of the maximum exposure to loss as a result of the continuing involvement. A net gain of approximately $13,613,000 was recognized at the time of the sale.

On October 1, 2018, the Company adopted ASC 610-20 and reevaluated the original post closing agreement under the guidance of ASC 610-20. As such, the Company recorded a derivative asset and derivative liabilities, which resulted in an increase to retained earnings of $14,617,000. This adjustment consisted of recording a derivative asset in the amount of $3,553,000 relating to potential payments due Alico from Global Ag Properties USA, LLC (“Global Ag”) and derivative liabilities of $13,864,000 relating to potential payments due Global Ag from Alico. In the first quarter ended December 31, 2018, the Company recorded a loss of $956,000, which reflects the change in fair value of the derivative asset and derivative liabilities.

On December 7, 2018, the Company and Global Ag entered into a Termination of Post Closing Agreement (the “2018 Post Closing Agreement”), pursuant to which the parties thereto agreed to certain terms and conditions under which a Post Closing Agreement, dated as of November 21, 2014 (the “2014 Post Closing Agreement”), may be terminated prior to the expiration of its stated term and with the payment of certain termination payments. The 2014 Post Closing Agreement was entered into in connection with the November 21, 2014 closing (the “Land Disposition”) of the sale by Alico to Global Ag of certain land used for sugarcane production and land leasing in Hendry County, Florida, (the “Land”).

The 2014 Post Closing Agreement contained obligations, including possible payments by Alico and by Global Ag to each other over a ten year period following the closing of the Land Disposition, with the payments each year being based on the difference, if any, between certain computed amounts. Since the time of the closing of the Land Disposition and up through December 7, 2018, the computations have resulted in payments being made each year by Alico to Global Ag., which have aggregated approximately $6,518,000.

The Termination of the 2018 Post Closing Agreement provides for (i) the termination of the 2014 Post Closing Agreement following the satisfaction of certain terms and conditions set forth in the termination agreement and (ii) the deposit by wire transfer into escrow of an aggregate of $11,300,000 following notification by Global Ag to Alico of the closing date of a sale of the Land by Global Ag to a third party. The conditions to the termination of the 2014 Post Closing Agreement and the payment of funds to Global Ag include (a) Global Ag’s assignment to the third party buyer, and such third party buyer’s assumption, of certain specified water management obligations, irrigation and drainage easement obligations, access easements obligations and obligations under a certain option to purchase certain railroad property owned by Alico, (b) delivery to the escrow agent of all instruments and consideration required to consummate the closing by Global Ag of the sale of the Land to the third party buyer, and (c) delivery to the escrow agent of copies of a water management project cooperation agreement running in favor of Alico and signed by Global Ag and the third party buyer.

Note 8. Fair Value Measurements

The Company complies with the provisions of FASB ASC 820 “Fair Value Measurements” for its financial and non-financial assets and liabilities. ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. The majority of the carrying amounts of the Company’s assets and liabilities including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities as of December 31, 2018 and September 30, 2018, approximate their fair value because of the immediate or short term maturity of these financial instruments. The carrying amounts reported for long-term debt approximates fair value as the Company’s borrowings with commercial lenders are at interest rates that vary with market conditions and fixed rates that approximate market rates for similar obligations. The majority of our non-financial instruments, which include inventories and property and equipment, are not required to be measured at fair value on a recurring basis. The Company has certain assets classified as Assets Held for Sale, which have been recorded at the lower of carrying value or the estimated fair value less costs to sell. Additionally, the Company has two derivatives identified during the adoption of ASC 610-20, which relate to the gain on the sale of the sugarcane land on November 21, 2014 (see Note 7. “Derivative Asset and Derivative Liabilities/Deferred Gain on Sale”).

ASC 820 clarifies that fair value is an exit price representing the amount that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1- Observable inputs such as quoted prices in active markets;

Level 2- Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3- Unobservable inputs in which there is little or no market data, such as internally-developed valuation models which require the reporting entity to develop its own assumptions.

The following table represents certain assets held for sale as of December 31, 2018, which have been measured at fair value on a non-recurring basis for trailers and a recurring basis for derivative asset and derivative liabilities:



(in thousands)	Fair Value Hierarchy	Carrying Value		Adjustment to Fair Value		Fair Value
Assets:
Trailers	Level 3	$	606	$	150	$	456
Derivative asset	Level 3	3,553		284		3,269
Total assets		$	4,159	$	434	$	3,725

Liabilities:
Derivative liabilities	Level 3	$	13,864	$	672	$	14,536
Total liabilities		$	13,864	$	672	$	14,536

The following table represents certain assets held for sale as of September 30, 2018, which have been measured at fair value on a non-recurring basis:



(in thousands)	Fair Value Hierarchy	Carrying Value		Adjustment to Fair Value		Fair Value
Trailers	Level 3	$	606	$	150	$	456

The Company recognized an unrealized loss relating to the change in fair value of the Company’s derivative asset and derivative liabilities of $956,000 during the three months ended December 31, 2018. No changes were recorded in earnings attributable to unrealized gains or losses relating to the Company’s assets or liabilities for the three months ended September 30, 2018.

Note 9. Income Taxes

On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the “Act”) was signed into law. The Act contains significant changes to corporate taxes, including a permanent reduction of the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s statutory rate for the fiscal year ended September 30, 2018 ~~will be~~was 24.5%, based on a fiscal year blended rate calculation. The 21% U.S. corporate tax rate will apply to the fiscal years ending September 30, 2019 and each year thereafter.

~~Additionally, the~~The Act ~~requires~~required a one-time remeasurement of certain tax related assets and liabilities. During the first quarter ended December 31, 2017, the Company made certain estimates related to the impact of the Act including the remeasurement of deferred taxes at the new expected tax rate and a revised effective tax rate for the year ended September 30, 2018, which was used to compute current tax expense for the first quarter ended December 31, 2017. The amounts recorded in the three months ended December 31, 2017 for the remeasurement of deferred tax liabilities principally relate to the reduction in the U.S. corporate income tax rate. The Company ~~has~~ recorded a tax benefit of approximately $11,300,000 to account for these deferred tax impacts.

Note 8.10. 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, ~~2017~~2018 and ~~2016,~~2017, basic and diluted earnings per common share were as follows:


(in thousands except per share amounts)
	Three Months Ended December 31,					Three Months Ended December 31,
	2017		2016			2018			2017

Net income (loss) attributable to Alico, Inc. common stockholders	$	8,746	$	(1,735	)
Net (loss) income attributable to Alico, Inc. common stockholders						$	(2,467	)	$	8,746

Weighted average number of common shares outstanding - basic	8,245		8,324			7,479			8,245
Dilutive effect of equity-based awards	119		—			—			119
Weighted average number of common shares outstanding - diluted	8,364		8,324			7,479			8,364

Net income (loss) per common shares attributable to Alico, Inc. common stockholders:
Net (loss) income per common shares attributable to Alico, Inc. common stockholders:
Basic	$	1.06	$	(0.21	)	$	(0.33	)	$	1.06
Diluted	$	1.05	$	(0.21	)	$	(0.33	)	$	1.05

~~The computation of diluted earnings per common share for~~For the ~~three months~~quarter ended December 31, ~~2017 includes the impact of certain~~2018, equity ~~awards because they are dilutive. Such~~ awards are comprised of ~~750,000~~685,000 stock options granted to Executive Officers, after taking into effect the forfeiture of 375,000 stock options (see Note 12. ~~"Related Party Transactions"~~"Stockholders Equity") ~~during~~. For the ~~three months~~quarter ended December 31, ~~2016.~~2018, certain of these of these stock options were excluded from the diluted earnings per share because they were anti-dilutive. For the quarter ended December 31, 2017 there were no anti-dilutive equity awards that were excluded from the calculation of diluted earnings per common share.

Note 9.11. Segment Information

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 assesses performance and allocates resources based on three operating segments: Alico Citrus, Conservation and Environmental Resources and Other Operations.

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.

Information by operating segment is as follows:


(in thousands)	Three Months Ended December 31,						Three Months Ended December 31,
	2017			2016			2018		2017
Revenues:
Alico Citrus	$	17,079		$	16,877		$	13,897	$	17,079
Conservation and Environmental Resources	363			301
Other Operations	91			267
Water Resources and Other Operations							882		454
Total revenues	17,533			17,445			14,779		17,533

Operating expenses:
Alico Citrus	16,295			14,085			10,874		16,295
Conservation and Environmental Resources	597			514
Other Operations	59			93
Water Resources and Other Operations							723		656
Total operating expenses	16,951			14,692			11,597		16,951

Gross profit (loss):
Alico Citrus	784			2,792			3,023		784
Conservation and Environmental Resources	(234		)	(213		)
Other Operations	32			174
Water Resources and Other Operations							159		(202		)
Total gross profit	$	582		$	2,753		$	3,182	$	582

Depreciation, depletion and amortization:
Alico Citrus	$	3,398		$	3,516		$	3,408	$	3,398
Conservation and Environmental Resources	59			169
Other Operations	11			32
Water Resources and Other Operations							28		70
Other Depreciation, Depletion and Amortization	22			199			22		22
Total depreciation, depletion and amortization	$	3,490		$	3,916		$	3,458	$	3,490

Note ~~10.~~12. Stockholders' Equity

The Company recognizes stock-based compensation expense for (i) Board of Directors fees (paid in treasury stock), and (ii) other awards under the Stock Incentive Plan of 2015 (paid in restricted stock and stock options) (the “2015 Plan”). Stock-based compensation expense is recognized in general and administrative expenses in the Condensed Consolidated Statements of Operations.

Stock Compensation - Board of Directors

The Board of Directors can either elect to receive stock compensation or cash for their fees for services provided. Stock-based compensation expense relating to the Board of Director fees was approximately ~~$192,000~~$238,000 and ~~$255,000~~$192,000 for the three months ended December 31, ~~2017~~2018 and ~~2016,~~2017, respectively.

In the fiscal year 2015, the Company awarded 12,500 restricted shares of the Company’s common stock (“Restricted Stock”) to two senior executives under the 2015 Plan at a weighted average fair value of $49.49 per common share, vesting over three to five years.

In November 2017, a senior executive was awarded 5,000 restricted shares of the Company’s common stock (“Restricted Stock”) under the 2015 Plan at a weighted average fair value of $31.95 per common share, vesting over approximately three years.

Stock compensation expense related to the Restricted Stock totaled approximately $26,000 ~~and $150,000~~ for each of the three months ended December 31, ~~2017~~2018 and ~~2016,~~2017, respectively. There was approximately ~~$283,000~~$146,000 and ~~$413,000~~$172,000 of total unrecognized stock compensation costs related to unvested stock compensation for the Restricted Stock grants at December 31, ~~2017~~2018 and ~~2016,~~September 30, 2018, respectively.

OnStock option grants of 10,000 options to Mr. Kiernan (the “2019 Option Grants”) were granted on October 25, 2018. The option exercise price for these options was set at $33.34, the closing price on October 25, 2018. The 2019 Option Grants will vest as follows: (i) 3,333 of the options will vest if the price of the Company’s common stock during a consecutive 20-trading day period

exceeds $40.00; (ii) 3,333 of the options will vest if the price of the Company’s common stock during a consecutive 20-trading day period exceeds $45.00; (iii) 3,334 of the will vest if the price of the Company’s common stock during a consecutive 20-trading day period exceeds $50.00. If the applicable stock price hurdles have not been achieved by (A) the date that is 18 months following the Executive’s termination of employment, if the Executive’s employment is terminated due to death or disability, (B) the date that is 12 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 December 31, ~~2016,~~2021 then any unvested options will be forfeited. The 2019 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. As of December 31, 2018, the Company’s stock was trading at $29.50 per share, and during three months ended December 31, 2018, the stock did not trade above $40.00 per share; accordingly, none of the stock options are vested at December 31, 2018.

Stock option grants of 210,000 options to Mr. Trafelet and 90,000 options to Mr. Kiernan (collectively, the “2018 Option Grants”) were granted on September 7, 2018. The option exercise price for these options was set at $33.60, the closing price on September 7, 2018. The 2018 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 $35.00; (ii) 25% of the options will vest if the price of the Company’s common stock during a consecutive 20-trading day period exceeds $40.00; (iii) 25% of the options will vest if the price of the Company’s common stock during a consecutive 20-trading day period exceeds $45.00; and (iv) 25% of the options will vest if the price of the Company’s common stock during a consecutive 20-trading day period exceeds $50.00. If the applicable stock price hurdles have not been achieved by (A) the date that is 18 months following the Executive’s termination of employment, if the Executive’s employment is terminated due to death or disability, (B) the date that is 12 months following the Executive’s termination of employment, if the Executive’s employment is terminated by the Company ~~entered into new employment agreements (collectively,~~without cause, by the ~~“Employment Agreements”)~~Executive with ~~each of Remy W. Trafelet, Henry R. Slack, and George R. Brokaw (collectively,~~good reason, or due to the ~~“Executives”). Mr. Trafelet serves as~~Executive’s retirement, or (C) the ~~President and Chief Executive Officer~~date of the ~~Company, Mr. Slack serves as the Executive Chairman~~termination of the ~~Company, and Mr. Brokaw serves as~~Executive’s employment for any other reason, then any unvested options will be forfeited. In addition, if the ~~Executive Vice Chairman~~applicable stock price hurdles have not been achieved by December 31, 2021 then any unvested options will be forfeited. The 2018 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, and each~~Company. As of ~~them continues to serve on~~December 31, 2018, the Company’s ~~Board~~stock

was trading at $29.50 per share, and during the fiscal year 2018 the stock did not trade above $35.00 per share; accordingly, none of ~~Directors.~~the stock options are vested at December 31, 2018.

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~~“2016 Option Grants”) were granted on December 31, 2016. The option price was set at $27.15, the closing price on December 31, 2016. The 2016 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 2016 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.

Additionally, 187,500 shares of the 2016 Option Grants made to each of Messrs. Slack and Brokaw were forfeited on September 5, 2018 and no replacement options were granted. As such, the remaining unrecognized expense associated with these options of approximately $783,000 was accelerated and recorded for the fiscal year ended September 30, 2018.

Stock compensation expense related to the options totaled approximately ~~$205,000~~$289,000 and $0$205,000 for the three months ended December 31, ~~2017~~2018 and ~~2016,~~2017, respectively. At December 31, ~~2017~~2018 and ~~2016,~~September 30, 2018, there was approximately ~~$1,822,000~~$2,553,000 and ~~$2,646,000~~$2,842,000 of total unrecognized stock compensation costs related to unvested share-based compensation for the option grants, respectively. The total unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately ~~2.3~~1.98 years.

The fair value of the 2019, 2018 and 2016 Option Grants was estimated on the date of grant using a Monte Carlo valuation model that uses the assumptions noted in the following table. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding; the range given below results from different time-frames for the various market conditions being met.



Expected Volatility	30.0	%
Expected Term (in years)	4.09
Risk Free Rate	2.95	%

The weighted-average grant-date fair value of the 2019 Option Grants was $7.10.



Expected Volatility	30.0	%
Expected Term (in years)	3.32
Risk Free Rate	2.8	%

The weighted-average grant-date fair value of the 2018 Option Grants was $7.40.



Expected Volatility	32.19	%
Expected Term (in years)	2.6 - 4.0
Risk Free Rate	~~24.5~~2.45	%

The weighted-average grant-date fair value of the 2016 Option Grants was $3.53.

There were no additional stock options granted ~~exercised~~ or ~~forfeited~~exercised for the ~~three months~~fiscal quarter ended December 31, ~~2017.~~2018. As of December 31, 2018, there remained 557,500 common shares available for issuance under the 2015 Plan.

As part of the settlement agreement described in “Note 13. Commitments and Contingencies,” all of the options underlying Mr. Trafelet’s 2016 Option Grant and all of the options underlying Mr. Trafelet’s 2018 Option Grant (other than 26,250 options that will vest if the price of the Company’s common stock during a consecutive 20-trading day period exceeds $35.00 and 26,250 options that will vest if the price of the Company’s common stock during a consecutive 20-trading day period exceeds $40.00, in each case, prior to February 11, 2020) were forfeited without consideration on February 11, 2019. Any options retained by Mr. Trafelet that vest in accordance with their terms will expire on the date that is six months following the date on which such option vests, and any such options that do not vest by February 11, 2020 will be forfeited.

Stock Repurchase Authorizations

In the fiscal year 2017, the Board of Directors authorized the repurchase of up to $7,000,000 of the Company’s common stock in two separate authorizations (the "2017 Authorization"). In March 2017, ~~our~~the Board of Directors authorized the repurchase of up to $5,000,000 of the Company’s common stock beginning March 9, 2017 and continuing through March 9, 2019. In May 2017, ~~our~~the Board of Directors authorized the repurchase of up to an additional $2,000,000 of the Company’s common stock beginning May 24, 2017 and continuing through May 24, 2019. The stock repurchases made under this repurchase 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.

On October 3, 2018, the Company completed a tender offer of 752,234 shares at a price of $34.00 per share aggregating $25,575,956. 734 Investors, Alico's largest stockholder since 2013, participated in the tender offer and sold a small percentage of its holdings.

For the three months ended December 31, ~~2017,~~2018, the Company did not purchase any shares under the 2017 Authorization, and has ~~477,500 shares~~

$1,676,443 available to ~~purchase in accordance with~~repurchase stock under the 2017 ~~Authorization.~~

In fiscal year 2016, the Board of Directors authorized the repurchase of up to 50,000 shares of the Company’s outstanding common stock beginning February 18, 2016 and continuing through February 17, 2017 (the "2016 Authorization"). No shares were repurchased under the 2016 Authorization.

The following table illustrates the Company’s treasury stock ~~issuances~~activity for the three months ended December 31, ~~2017:~~

(in thousands, except share amounts)
Shares Cost
Balance as of September 30, 2017 177,315
$ 6,502
Issued to Employees and Directors (10,527 ) (227 )

Balance as of December 31, 2017 166,788
$ 6,275



(in thousands, except share amounts)
	Shares		Cost
Balance as of September 30, 2018	216,188		$	7,536
Purchased	752,234		25,576
Issued to employees and directors	(7,072	)	(295		)

Balance as of December 31, 2018	961,350		$	32,817

Capital Contribution

On April 16, 2018, all operating partners of Citree received a funding notice relating to an additional Cash Capital Contribution (“Contribution”) requirement of approximately $2,041,000 as a result of Hurricane Irma, reducing the amount of crop available for sale in the 2017-2018 harvest season and the Company adopting a more extensive caretaking plan focused on limiting the impact of citrus greening. The Company’s portion of the Contribution was approximately $1,041,000 and was funded on April 27, 2018. The remaining portion of the Contribution of $1,000,000 was funded by the noncontrolling parties.

Note ~~11.~~13. Commitments and Contingencies

The Company ~~has~~had outstanding standby letters of credit in the total amount of approximately $10,260,000 and $10,300,000 at December 31, ~~2017~~2018 and September 30, ~~2017,~~2018, respectively, to secure its various contractual obligations.

On November 16, 2018, 734 Agriculture, RCF 2014 Legacy LLC, Delta Offshore Master II, LTD. and Mr. Remy W. Trafelet (the

“Trafelet Parties”), the Company's President and Chief Executive Officer and a member of the Board of Directors, filed a lawsuit against Messrs. George R. Brokaw, Henry R. Slack, W. Andrew Krusen and Greg Eisner, members of the Board of Directors, in the Circuit Court (the “Circuit Court”) for Hillsborough County, Florida (the “Florida Litigation”). The Trafelet Parties seek, among other things, a declaration that (1) a purported stockholder action by written consent, delivered to the Company in the name of 734 Investors and the plaintiffs in the Florida Litigation on November 11, 2018 (the “Purported Consent”) is valid and binding, (2) the resolutions passed at a meeting of the Board of Directors on November 12, 2018, to, among other things, constitute an ad hoc committee of the Board of Directors to consider, evaluate and make any and all determinations, and to take any and all actions, on behalf of the Board of Directors, in connection with the Purported Consent are null and void and (3) the four defendants in the Florida Litigation were properly removed from the Board of Directors by the Purported Consent. On November 27, 2018, the Circuit Court denied without prejudice plaintiffs’ motion for a temporary restraining order and an affirmative injunction restoring Mr. Remy W. Trafelet from administrative leave to active status in his capacity as President and CEO of the Company.

On November 28, 2018, the parties in the Florida Litigation stipulated to an order which provides, pending the resolution of the Delaware Litigation (as defined below), that (1) the record date for the Purported Consent is stayed indefinitely, and (2) Mr. Trafelet and the Company’s Board of Directors shall not take any action out of routine day-to-day operations conducted in the ordinary course of business, including any action to change the corporate governance of Alico or removing any corporate officers or directors from positions held as of November 27, 2018.

On December 6, 2018, the Trafelet Parties filed an amended complaint which added the Company and Benjamin D. Fishman, a member of the Board of Directors, as defendants. On December 21, 2018, the Trafelet Parties filed a renewed motion for a preliminary injunction restoring Mr. Remy W. Trafelet from administrative leave to active status in his capacity as President and CEO of the Company. On January 14, 2019, the defendants in the Florida Litigation filed an opposition to plaintiffs’ renewed motion for a preliminary injunction. On January 18, 2019, the defendants in the Florida Litigation filed a motion to dismiss the plaintiffs’ amended complaint.

On February 11, 2019, the parties to the Florida Litigation entered into a settlement agreement (the “Alico Settlement Agreement”) wherein the parties agreed to promptly dismiss all claims in the Florida Litigation. Pursuant to the Alico Settlement Agreement, Mr. Trafelet agreed to voluntarily resign as president and chief executive officer and a member of the Board of Directors, effective upon the execution of the Alico Settlement Agreement.

As contemplated by the Alico Settlement Agreement, on February 11, 2019, the Company entered into a consulting agreement (the “Consulting Agreement”) with Trafelet and 3584 Inc., an entity controlled by Trafelet (the “Consultant”). Pursuant to the Consulting Agreement, Trafelet will make himself available to provide consulting services to the Company through the Consultant for up to 24 months. In exchange for the consulting services, the Consultant will receive an annual consulting fee of $400,000. If the Company terminates the consulting period (other than in certain specified circumstances), the Company will continue to pay the consulting fees described in the immediately preceding sentence through the balance of the 24-month term.

Also on February 11, 2019, as contemplated by the Alico Settlement Agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Trafelet, relating to the shares of the Company’s common stock directly held by the Trafelet Parties as of February 11, 2019 (the “Registrable Securities”). The Registration Rights Agreement requires the Company to, among other things and subject to the terms and conditions thereof, use reasonable best efforts to file with the U.S. Securities and Exchange Commission a registration statement on Form S-3 within 90 days of the date thereof, covering the resale of the Registrable Securities.

On November 20, 2018, members of 734 Investors filed a lawsuit against 734 Agriculture and Mr. Remy W. Trafelet, the Company's President and Chief Executive Officer and a member of the Board of Directors in the Delaware Court of Chancery (the "Delaware Court"), captioned Arlon Valencia Holdings v. Trafelet, C.A. No. 2018-0842-JTL (the “Members’ Delaware Litigation”). The plaintiffs seek, among other things, a declaration that (1) 734 Agriculture was validly replaced as the managing member of 734 Investors pursuant to the Amended and Restated Limited Liability Company Operating Agreement of 734 Investors (the “LLC Agreement”) and the 734 Consent (described above), and (2) the Purported Consent is invalid under the LLC Agreement.

Also on November 20, 2018, 734 Agriculture filed a lawsuit contesting the 734 Consent in the Delaware Court, captioned 734 Agriculture v. Arlon Valencia Holdings, LLC, C.A. No. 2018-0844-JTL (the “734 Delaware Litigation”). On November 27, 2018, the Delaware Court entered a stipulated order consolidating the Members’ Delaware Litigation and the 734 Delaware Litigation into a single lawsuit, captioned In re 734 Investors, LLC Litigation, Consol. C.A. No. 2018-0844-JTL (the consolidated suit, the “Delaware Litigation”).

On December 5, 2018, the Delaware Court entered a stipulated status quo order which provides, among other things, that 734 Agriculture shall serve as the managing member of 734 Investors during the pendency of the Delaware Litigation. The status quo order also provides that 734 Agriculture shall not take any actions outside of the ordinary course of business of 734 Investors without the consent of two-thirds of the membership interests of 734 Investors, including exercising any voting rights with respect to any shares of the Company’s common stock beneficially owned by 734 Investors.

On February 11, 2019, Trafelet, 734 Agriculture, 734 Investors, and certain members of 734 Investors entered into a settlement agreement (the “734 Investors Settlement Agreement”) wherein the parties agreed to promptly dismiss all claims in the Delaware Litigation. Pursuant to the 734 Investors Settlement Agreement, 734 Agriculture resigned as Managing Member of 734 Investors and Arlon Valencia Holdings, LLC was confirmed as Managing Member of 734 Investors.

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.

Purchase Commitments

The Company enters into contracts for the purchase of citrus trees during the normal course of its business. As of December 31, 2018, the Company had approximately $3,516,000 relating to outstanding commitments for these purchases, which will be paid upon delivery.

Note ~~12.~~14. Related Party Transactions

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 would continue to be bound by the restrictive covenants set forth in his Employment Agreement with the Company. The Separation and Consulting Agreement provided that, subject to his execution, delivery, and non-revocation of a general release of claims in favor of the Company, Mr. Wilson would 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 provided that Mr. Wilson serve as a consultant to the Company during 2017 and would 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). As of December 31, 2017 the Company satisfied its obligation to Mr. Wilson in full. The Company expensed approximately $0 and $187,500 under the Consulting and Non-Competition Agreement for the three months ended December 31, ~~2017.~~2018 and 2017, respectively. Mr. Wilson resigned as a member of the Company’s Board of Directors effective February 27, 2017.

~~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 serves as the President and Chief Executive Officer of the Company, Mr. Slack serves as the Executive Chairman of the Company, and Mr. Brokaw serves as the Executive Vice Chairman of the Company, and each of them continues 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, provided 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.

As part of their employment agreements, each of the Executives were granted stock options. 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 provided. The Option Grants vest in accordance with the terms as described in Note 10.

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.

~~As of~~Beginning June 26, 2017, both Messrs. Slack and Brokaw ~~have~~ agreed to waive payment of their ~~salary.~~salaries.

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 paid Mr. Smith $925,000 for such services and covenants. The Company expensed $0 and approximately $50,000 under the Consulting and Non-Competition Agreement for each of the three months ended December 31, 2017 and 2016, respectively.

Shared Services Agreement

The Company has a shared services agreement with Trafelet Brokaw Capital Management, L.P. (“TBCM”), whereby the Company will reimburse TBCM for use of office space and various administrative and support services. The agreement expired December 31, 2018 and has not been extended or renewed. The annual cost of the office and

services iswas approximately ~~$592,000. The agreement will expire in May 2018.~~$618,000. The Company expensed approximately ~~$148,000~~$154,000 and ~~$73,000~~$148,000 under the Shared Services Agreement for the three months ended December 31, 2018 and 2017, ~~and 2016,~~ respectively.

~~Note 13. Subsequent Events~~

On January 19, 2018, the Company sold certain trailers to a third party for $500,000. The Company received $125,000 and the remaining portion is to be paid in accordance with a promissory note over three years. The trailers were classified as an Asset Held for Sale in the accompanying Condensed Consolidated Balance Sheets at December 31, 2017 and September 30, 2017.

On January 25, 2018, the Company sold its breeding herd to a third party for approximately $7,800,000. The breeding herd was classified as an Asset Held for Sale in the accompanying Condensed Consolidated Balance Sheets at December 31, 2017 and September 30, 2017. As part of this transaction, the purchaser will also lease grazing and other rights on the Alico Ranch from the Company.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the accompanying Condensed Consolidated Financial Statements and related Notes thereto. Additional context can also be found in Alico's Annual Report on Form 10-K for the fiscal year ended September 30, ~~2017~~2018 as filed with the Securities and Exchange Commission (“SEC”) on December ~~11, 2017.~~

6, 2018 as amended by Form 10-K/A, as filed with the SEC on January 25, 2019.

Cautionary Statement Regarding Forward-Looking Information

We provide forward-looking information in this Quarterly Report on Form 10-Q, particularly in this Management’s Discussion and Analysis and Results of Operations, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on our current expectations, estimates and projections about our business based, in part, on assumptions made by our management. Factors which may cause future outcomes to differ materially from those foreseen in forward-looking statements include, but are not limited to: changes in laws, regulation and rules; weather conditions that affect production, transportation, storage, demand, import and export of fresh product and their by-products, increased pressure from diseases including citrus greening and citrus canker, as well as insects and other pests; disruption of water supplies or changes in water allocations; pricing and supply of raw materials and products; market responses to industry volume pressures; pricing and supply of energy; changes in interest rates; availability of financing for land development activities and other growth and corporate opportunities; onetime events; acquisitions and ~~divestitures including our ability to achieve the anticipated results of the Orange-Co acquisition and Silver Nip Citrus merger;~~divestitures; seasonality; our ability to achieve the anticipated cost savings under the Alico 2.0 Modernization program; labor disruptions; inability to pay debt obligations; inability to engage in certain transactions due to restrictive covenants in debt instruments; government restrictions on land use; changes in agricultural land values; ~~changes in dividends; and~~ market and pricing risks due to concentrated ownership of ~~stock.~~stock market and pricing risks due to concentrated ownership of stock; the Company's receipt of future funding from the state of Florida in connection with water retention projects; any Federal relief received in the future by the Company in connection with Hurricane Irma; any reduction in the public float resulting from the 2018 tender offer or any subsequent repurchases of common stock by the Company; recent changes in the Equity Plan awards to Employees; continuation of the Company's dividend policy; expressed desire of certain of our stockholders to liquidate their shareholdings by virtue of past market sales of common stock by sales of common stock into the 2018 tender offer or by way of future transactions; decreased cash availability as a result of closing the 2018 tender offer and effectuating share repurchases; political changes and economic crises; competitive actions by other companies; changes in dividends; increased competition from international companies; changes in environmental regulations and their impact on farming practices; the land ownership policies of governments; changes in government farm programs and policies and international reaction to such programs; changes in pricing calculations with our customers; fluctuations in the value of the U. S. dollar, interest rates, inflation and deflation rates; changes in and effects of crop insurance programs, global trade agreements, trade restrictions and tariffs; and soil conditions, harvest yields, prices for commodities, and crop production expenses.. These assumptions are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those Risks Factors described in our Annual Report on Form 10-K for the fiscal year ended September 30, ~~2017~~2018 and our Quarterly Reports on Form 10-Q.

Business Overview

Business Description

Alico, Inc. (the "Company") generates operating revenues primarily from the sale of its citrus products and ~~conservation~~grazing and ~~resources operations.~~hunting leasing. The Company operates as ~~three~~two business segments and substantially all of its operating revenues are generated in the United States. ~~During~~For the three months ended December 31, ~~2017,~~2018, Alico generated operating revenues of approximately ~~$17,533,000,~~$14,779,000, loss from operations of approximately ~~$3,304,000,~~$268,000, and net ~~income~~loss attributable to common stockholders of approximately ~~$8,746,000.~~$2,467,000. Cash used in ~~operations~~operating activities was approximately ~~$9,689,000~~$12,001,000 during the three months ended December 31, ~~2017.~~2018.

Business Segments

The Company operates ~~three~~two segments related to its various land holdings, as follows:

Alico Citrus includes activities related to planting, owning, cultivating and/or managing citrus groves in order to produce fruit for sale to fresh and processed citrus markets, including activities related to the purchase and resale of fruit ~~as well as, to~~and value-added services, which include contracting for the harvesting, marketing and hauling of ~~citrus.~~citrus; and

~~Conservation~~Water Resources and ~~Environmental Resources~~Other Operations, which includes activities related to ~~cattle grazing,~~ sod, native plant sales, grazing and ~~animal sales,~~hunting leasing, management and/or conservation of unimproved native pasture ~~land.~~

~~Other Operations consists of~~land and activities related to rock mining royalties ~~oil exploration~~ and other insignificant lines of business. Also included are activities related to owning and/or leasing improved farmland. Improved farmland is acreage that has been converted, or is permitted to be converted, from native pasture and which may have various improvements including irrigation, drainage and roads.

Critical Accounting Policies and Estimates

The discussion and analysis of the Company's financial condition and results of operations is based upon its unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires it to make certain estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. Alico bases these estimates on historical experience, available current market information and on various other assumptions that management believes are reasonable under the circumstances. Additionally, the Company evaluates the results of these estimates on an on-going basis. Management’s estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There have been no significant changes during this reporting period to the policies and disclosures, except for the adoption of ASC 610-20 “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets” as noted in Note 1 "Basis of Presentation" to the condensed consolidated financial statements in Item 1 of Part I of this 10-Q, set forth in Part II, Item 7 in Alico's Annual Report on Form 10-K for the fiscal year ended September 30, ~~2017.~~2018.

See Note 1. "Basis of Presentation" to the condensed consolidated financial statements in Item 1 of Part I of this 10-Q for a detailed description of recent accounting pronouncements.

Recent Developments

Alico 2.0 Modernization Program

On November 16, 2017, ~~Alico~~we announced the Alico 2.0 Modernization Program (“Alico 2.0”). ~~The~~This program is focused on aggressively improving the operations of the Company and optimizing its return on capital employed through cost reductions, increased efficiencies and disposition of non-performing assets. The Program began in early 2017 to transform Alico’shas transformed three legacy businesses (Alico, Orange Co., and Silver Nip) into a single efficient enterprise, ~~now called~~ Alico ~~Citrus. Every~~Citrus, one of the leaders in the U.S. citrus industry. This initiative explored every aspect of Alico’s citrus and ranch operations, ~~all back office support activities,~~including corporate and operational cost structures, grove costs, purchasing and procurement, non-performing and under-performing assets, professional fees, and human resources efficiency.

Under this program, we expected to reduce citrus total expenses per acre to $2,164/acre and the ~~productivity~~cost to produce a pound solid to $1.56 when Alico 2.0 is fully implemented in 2020. These efficiencies are being achieved through better purchasing, more precise application of ~~all assets were analyzed to determine how to eliminate costs~~selected fertilizers and chemicals, outsourcing work such as harvesting, hauling, and certain caretaking tasks, and by streamlining grove management. We have also deployed a more efficient labor model that ~~will not negatively affect citrus production~~is consistent and ~~also improve performance throughout~~uniform for field staffing and grove operating programs and aligns with the ~~Company. The changes required to realize those improvements have now been implemented. As part~~geographical footprint of the ~~program,~~citrus groves.

The Company is working to maintain operational efficiencies and deploy its resources to solidify the Company's position as a leader in the recovering citrus industry.

The Company planted over 400,000 trees in the fiscal year 2018, and intends to plant over 400,000 trees in the fiscal year 2019 to help position the Company for future production growth beyond 2020. The Company believes that its current acreage can produce 10,000,000 boxes per year on a sustained basis, even in an environment where citrus greening is pervasive.

Tender Offer

On September 5, 2018, the Board of Directors approved and Alico ~~realigned~~announced the commencement of an issuer offer (the “Tender Offer”) to purchase up to $19,999,990 in value of shares of its common stock at a purchase price of $34.00 per share. On October 3, 2018, upon the terms and subject to the conditions described in the Offer to Purchase dated September 5, 2018, Alico repurchased an aggregate of 752,234 shares at a price of $34.00 per share aggregating $25,575,956. These shares represented approximately 9.2% of the total number of shares of the Company’s common stock issued and outstanding as of October 2, 2018. Included in the 752,234 shares were 163,999 shares that the Company elected to purchase pursuant to its right to purchase up to an additional 2% of its outstanding shares of common stock. 734 Investors, LLC, Alico’s largest stockholder since 2013, participated in the Tender Offer and sold a small percentage of its holdings of the Company’s common stock. Members of neither the management ~~structure and appointed Danny Sutton as~~team nor the Board of Directors sold any shares directly in the Tender Offer.

Termination Proceedings against Mr. Remy W. Trafelet

On November 19, 2018, Alico, with unanimous approval of the members of the Board of Directors, other than Remy W. Trafelet, notified Mr. Trafelet, the Company's President and ~~General Manager~~Chief Executive Officer and a member of ~~Alico Citrus.~~the Board of Directors, that it intends to consider terminating his employment for “cause” pursuant to the terms of his employment agreement with the Company and option agreements entered into under the Company's Stock Incentive Plan of 2015 (collectively, the “Compensation Documents”). On November 28, 2018, the parties in the Florida Litigation (as defined below) stipulated to an order which provides, among other things, that pending the resolution of the Delaware Litigation (as defined below), the Board of Directors shall not take any action out of the routine day-to-day operations conducted in the ordinary course of business, including removing any corporate officers or directors from positions held as of November 27, 2018.

As ~~indicated~~described above under “Note 13. Commitments and Contingencies” on February 11, 2019, the parties to the Florida Litigation entered into the Alico Settlement Agreement wherein the parties agreed to promptly dismiss all claims in ~~Alico’s 2.0,~~the litigation, including those related to the termination proceedings against Mr. Trafelet, and Mr. Trafelet agreed to voluntarily resign as president and chief executive officer and a member of the Company’s Board of Directors, effective upon the execution of the Alico Settlement Agreement.

As described above under “Note 13. Commitments and Contingencies”, as contemplated by the Alico Settlement Agreement, on February 11, 2019, the Company ~~intended~~entered into the Consulting Agreement with Trafelet and the Consultant. Pursuant to ~~divest itself from and cease operations at~~ the ~~Ranch. On January 25, 2018,~~Consulting Agreement, Trafelet will make himself available to provide consulting services to the Company ~~sold its breeding herd and leased grazing and other rights on its Ranch~~through the Consultant for up to ~~a third party~~24 months. In exchange for ~~approximately $7,800,000. The~~the consulting services, the Consultant will receive an annual consulting fee of $400,000. If the Company terminates the consulting period (other than in certain specified circumstances), the Company will continue to ~~own~~pay the ~~property~~consulting fees described in the immediately preceding sentence through the balance of the 24-month term.

As described above under “Note 13. Commitments and ~~conduct its long term water dispersement program~~Contingencies”, as contemplated by the Alico Settlement Agreement, the Company entered into the Registration Rights Agreement with Trafelet, relating to the Registrable Securities. The Registration Rights Agreement requires the Company to, among other things and ~~wildlife management programs.~~subject to the terms and conditions thereof, use reasonable best efforts to file with the U.S. Securities and Exchange Commission a registration statement on Form S-3 within 90 days of the date thereof, covering the resale of the Registrable Securities.

Condensed Consolidated Results of Operations

The following discussion provides an analysis of Alico's results of operations and should be read in conjunction with the accompanying Condensed Consolidated Statements of Operations for the three months ended December 31, ~~2017~~2018 and ~~2016:~~2017:


(in thousands)	Three Months Ended											Three Months Ended
	December 31,						Change					December 31,						Change
	2017			2016			$			%		2018			2017			$			%
Operating revenues:
Alico Citrus	$	17,079		$	16,877		$	202		1.2	%	$	13,897		$	17,079		$	(3,182	)	(18.6	)%
Conservation and Environmental Resources	363			301			62			20.6	%
Other Operations	91			267			(176		)	(65.9	)%
Water Resources and Other Operations												882			454			428			94.3	%
Total operating revenues	17,533			17,445			88			0.5	%	14,779			17,533			(2,754		)	(15.7	)%

Gross profit (loss):
Alico Citrus	784			2,792			(2,008		)	(71.9	)%	3,023			784			2,239			285.6	%
Conservation and Environmental Resources	(234		)	(213		)	(21		)	9.9	%
Other Operations	32			174			(142		)	(81.6	)%
Water Resources and Other Operations												159			(202		)	361			(178.7	)%
Total gross profit	582			2,753			(2,171		)	(78.9	)%	3,182			582			2,600			446.7	%

General and administrative expenses	3,886			3,788			98			2.6	%	3,450			3,886			(436		)	(11.2	)%
Loss from operations	(3,304		)	(1,035		)	(2,269		)	219.2	%	(268		)	(3,304		)	3,036			(91.9	)%
Total other expense, net	(375		)	(1,981		)	1,606			(81.1	)%
Total other expenses, net												(2,864		)	(375		)	(2,489		)	NM
Loss before income taxes	(3,679		)	(3,016		)	(663		)	22.0	%	(3,132		)	(3,679		)	547			(14.9	)%
Income tax benefit	(12,417		)	(1,273		)	(11,144		)	NM		(629		)	(12,417		)	11,788			(94.9	)%
Net income (loss)	8,738			(1,743		)	10,481			NM
Net (loss) income												(2,503		)	8,738			(11,241		)	(128.6	)%
Net loss attributable to noncontrolling interests	8			8			—			NM		36			8			28			350.0	%
Net income (loss) attributable to Alico, Inc. common stockholders	$	8,746		$	(1,735	)	$	10,481		NM
Net (loss) income attributable to Alico, Inc. common stockholders												$	(2,467	)	$	8,746		$	(11,213	)	(128.2	)%

NM - Not ~~Meaningful~~meaningful

The following discussion provides an analysis of the Company's business segments:

Alico Citrus

The table below presents key operating measures for the three months ended December 31, ~~2017~~2018 and ~~2016:~~2017:

(in thousands, except per box and per pound solids data)

Three Months Ended
December 31,
Change
2017 2016 Unit %
Operating Revenues:
Early and Mid-Season $ 15,417
$ 13,669
$ 1,748
12.8 %
Fresh Fruit 1,088
2,621
(1,533 ) (58.5 )%
Purchase and Resale of Fruit 35
99
(64 ) (64.6 )%
Other 539
488
51
10.5 %
Total $ 17,079
$ 16,877
$ 202
1.2 %
Boxes Harvested:

Early and Mid-Season 1,214
1,029
185
18.0 %
Total Processed 1,214
1,029
185
18.0 %
Fresh Fruit 73
129
(56 ) (43.4 )%
Total 1,287
1,158
129
11.1 %
Pound Solids Produced:

Early and Mid-Season 6,069
5,440
629
11.6 %
Total 6,069
5,440
629
11.6 %
Pound Solids per Box:

Early and Mid-Season 5.00
5.29
(0.29 ) (5.5 )%
Price per Pound Solids:

Early and Mid-Season $ 2.54
$ 2.51
$ 0.03
1.2 %
Price per Box:

Fresh Fruit $ 14.75
$ 20.32
$ (5.57 ) (27.4 )%
Operating Expenses:

Cost of Sales $ 12,245
$ 8,630
$ 3,615
41.9 %
Fresh Fruit Packaging —
1,182
(1,182 ) NM
Harvesting and Hauling 3,497
3,747
(250 ) (6.7 )%
Purchase and Resale of Fruit 41
97
(56 ) (57.7 )%
Other 512
429
83
19.3 %
Total $ 16,295
$ 14,085
$ 2,210
15.7 %

~~NM - Not Meaningful~~



(in thousands, except per box and per pound solids data)

	Three Months Ended December 31,
	Three Months Ended December 31,				Change
	2018		2017		Unit			%
Operating Revenues:
Early and Mid-Season	$	11,645	$	15,417	$	(3,772	)	(24.5	)%
Fresh Fruit	1,906		1,088		818			75.2	%
Purchase and Resale of Fruit	25		35		(10		)	(28.6	)%
Other	321		539		(218		)	(40.4	)%
Total	$	13,897	$	17,079	$	(3,182	)	(18.6	)%
Boxes Harvested:
Early and Mid-Season	994		1,214		(220		)	(18.1	)%
Total Processed	994		1,214		(220		)	(18.1	)%
Fresh Fruit	103		73		30			41.1	%
Total	1,097		1,287		(190		)	(14.8	)%
Pound Solids Produced:
Early and Mid-Season	5,138		6,069		(931		)	(15.3	)%
Total	5,138		6,069		(931		)	(15.3	)%
Pound Solids per Box:
Early and Mid-Season	5.17		5.00		0.17			3.4	%
Price per Pound Solids:
Early and Mid-Season	$	2.27	$	2.54	$	(0.27	)	(10.6	)%
Price per Box:
Fresh Fruit	$	18.48	$	14.90	$	3.58		24.0	%
Operating Expenses:
Cost of Sales	$	7,908	$	12,245	$	(4,337	)	(35.4	)%
Harvesting and Hauling	2,744		3,497		(753		)	(21.5	)%
Purchase and Resale of Fruit	21		41		(20		)	(48.8	)%
Other	201		512		(311		)	(60.7	)%
Total	$	10,874	$	16,295	$	(5,421	)	(33.3	)%

Alico primarily sells its Early and Mid-Season and Valencia oranges to processors, ~~that~~who convert the majority of the citrus crop into orange juice. The processors generally buy citrus on a pound solids basis, which is the measure of the soluble solids (sugars and acids) contained in one box of fruit. Fresh ~~Fruit~~fruit is generally sold to packing houses, ~~that~~which purchase citrus on a per box basis. Purchase and resale of fruit relates to the buying of fruit from third parties, and generally reselling this fruit to processors. These revenues and costs vary based on the number of boxes bought and sold. Other revenues consist of third-party grove caretaking, ~~and the~~ contracting for harvesting and hauling of citrus.

The Company's operating expenses consist primarily of cost of sales and harvesting and hauling costs. Cost of sales represents the cost of maintaining Alico's citrus groves for the preceding calendar year and does not vary in relation to production. Harvesting and hauling costs represent the costs of bringing citrus product to processors and varies based upon the number of boxes produced. Other expenses include the period costs of third-party grove caretaking and the contracting for harvesting and hauling activities.

The ~~increase~~decrease in ~~operating~~ revenues for the three months ended December 31, ~~2017, as~~2018, compared to the three months ended December 31, ~~2016, is~~2017, was primarily due to the ~~timing of when~~Company commencing the ~~Early and Mid-Season fruit was harvested.~~harvest season later in the current year than in the previous year. As a result of Hurricane Irma, the Company commenced ~~the~~its fiscal year 2018 harvesting of its Early and Mid-Season fruit in late October, as compared to the harvesting commencing

in ~~mid to~~ late November in the ~~previous~~current harvest season. As such, the Company has harvested a ~~greater~~smaller number of boxes in the three month period ended December 31, ~~2017 as~~2018, than in the same period of the previous year. The

Company also experienced a reduction in the price per pound solid of $0.27 in the three months ended December 31, 2018, compared to the same period in ~~2016.~~the prior year, largely as a result of the Early and Mid-season crop being greater than initially anticipated. The ~~increase~~decrease from the ~~greater~~smaller number of boxes being harvested and the reduction in price per pound solid was partially offset by ~~a reduction~~an increase in pound solids per box of ~~0.29.~~0.17 lbs. The Company will complete the harvesting ~~earlier~~of Early and Mid-Season fruit later in the current fiscal year ~~as compared to the prior year, for its Early and Mid-Season fruit~~ and anticipates an overall ~~decrease~~increase in the number of boxes harvested and revenues generated from Early and Mid-Season fruit for the ~~2018~~fiscal year 2019 harvest, as compared to the prior year. ~~Offsetting~~Also, offsetting this ~~increase~~decrease was ~~fewer~~a greater number of boxes of fresh fruit sold at a ~~lower~~higher price per box in fiscal year 2019, as compared to the same period in the prior year.

The USDA, in its ~~January 12,~~December 11, 2018 Citrus Crop Forecast for the ~~2017-18~~2018-19 harvest season, indicated its expectation that the Florida orange crop will ~~decrease~~increase from approximately ~~68,700,000 boxes for the 2016-17 crop year to approximately 46,000,000~~45,000,000 boxes for the 2017-18 crop year ~~a decrease~~to approximately 77,000,000 boxes for the 2018-19 crop year, an increase of approximately ~~33.0%~~71.1%. The significant ~~decline~~increase is ~~primarily~~ the result of 2017-18 harvest season being impacted by Hurricane Irma and the related fruit loss ~~experienced as well as the stress on the citrus trees for short-term fruit growth.~~experienced.

WeThe Company originally estimated ~~our 2018~~its fiscal year 2019 processed boxes ~~will decrease~~would increase by approximately ~~40-45%~~31-37% compared to ~~our~~processed boxes for fiscal year ~~2017 processed boxes, on a per acre basis.~~2018. Based on the harvesting of fruit through the first quarter of fiscal ~~2018,~~2019, the Company ~~estimate of reduced~~now estimates the increased production for fiscal year ~~2018 will remain unchanged. We expect that our operating expenses~~2019 to increase by approximately 52-58% compared to processed boxes for fiscal year ~~2018 will remain consistent with fiscal year 2017 on a per acre basis.~~2018.

The ~~increase~~decrease in ~~cost of sales~~operating expenses for the three months ended December 31, ~~2017 compared~~2018 is primarily due to ~~three months ended December 31, 2016~~a decrease in cost of sales and harvesting and haul costs. The decrease is primarily ~~relates~~related to the ~~timing of the~~Company harvesting ~~of the Early and Mid-Season~~less fruit, as well as costs incurred for clean-up and repairs as a result of Hurricane Irma. As a result of commencing the harvesting of Early and Mid-Season fruit earlier in the season and harvesting a greater percentage of boxes, in relation to estimated total boxes to be harvested for the full season, in the three months ended December 31, 2017 as compared to the same period ~~in the prior year, a greater percentage of costs were allocated to Cost of Sales in the period.~~ended December 31, 2017.

In November 2017, the Company announced Alico ~~2.0~~2.0. This initiative explored every aspect of Alico’s citrus and ranch operations, including corporate and operational cost structures, grove costs, purchasing and procurement, non-performing and under-performing assets, professional fees, and human resources efficiency. ~~Under this program, we expect to reduce total expenses per acre from $3,314/acre in fiscal 2016 to $2,164/acre when~~As part of Alico 2.0, Alico has divested itself from several under-performing assets and Alico Citrus is fully implemented, which is expected to be over the next two years. Overall, we anticipate the program should reduce the Company’s cost to produce a pound solid from $2.14 to $1.56. This efficiency will be achievedreducing expenses through better purchasing, more precise application of selected fertilizers and chemicals, by outsourcing work such as harvesting, hauling, and certain caretaking tasks, and by streamlining grove management. WeAlico Citrus has also ~~will be deploying~~deployed a more efficient labor model that is consistent and uniform for field staffing and grove operating programs and aligns with the geographical footprint of the citrus groves. ~~However,~~

As part of the announcement of Alico 2.0, the Company provided guidance which described expected improvements once citrus production returned to the pre-hurricane levels of approximately 7.9 million boxes, annually, along with certain cost reductions. Today, the Company believes this production level and cost savings opportunity are potentially achievable in fiscal year 2020; however, there can be no assurance that ~~we will be able to achieve~~ the anticipated cost savings will be realized under Alico 2.0.

~~Conservation~~Water Resources and ~~Environmental Resources~~Other Operations

The table below presents key operating measures for the three months ended December 31, ~~2017~~2018 and ~~2016:~~2017:

(in thousands, except per pound data)
Three Months Ended December 31, Change
2017 2016 $ %
Revenue From:

Sale of Calves $ 57
$ 20
$ 37
NM
Land Leasing 247
230
17
7.4 %
Other 59
51
8
15.7 %
Total $ 363
$ 301
$ 62
20.6 %
Pounds Sold:

Calves 49
16
33
NM
Price Per Pound:

Calves $ 1.17
$ 1.22
$ (0.05 ) (4.1 )%
Operating Expenses:

Cost of Calves Sold $ 69
$ 24
$ 45
NM
Land Leasing Expenses 133
32
101
NM
Water Conservation 395
458
(63 ) (13.7 )%
Total $ 597
$ 514
$ 83
16.1 %

~~NM - Not Meaningful~~



(in thousands)
	Three Months Ended December 31,
	Three Months Ended December 31,				Change
	2018		2017		Unit			%
Revenue From:
Land and other leasing	$	734	$	247	$	487		197.2	%
Sale of calves and culls	—		57		(57		)	(100.0	)%
Other	148		150		(2		)	(1.3	)%
Total	$	882	$	454	$	428		94.3	%
Operating Expenses:
Land and other leasing	$	314	$	133	$	181		136.1	%
Cost of calves sold	—		69		(69		)	(100.0	)%
Water conservation	404		395		9			2.3	%
Other	5		59		(54		)	(91.5	)%
Total	$	723	$	656	$	67		10.2	%

~~Ranch~~

Land and other leasing includes lease income from a lease for grazing rights, a lease to a third party of an aggregate mine and leases of oil extraction rights to third parties, farm lease revenue, the generation of revenues from sod and tree sales and rental income for office space.

The increase in revenues from ~~the sale of calves for the three month ended December 31, 2017, as compared to the three months ended December 31, 2016,~~Water Resources and Other Operations is primarily due to ~~an increase~~the Company entering into a long-term leasing arrangement, upon selling Alico’s cattle herd in ~~the number of calves sold, partially offset by a decrease in price per pound sold.~~

In January 2018, with the ~~Company sold the breeding herd and leased~~purchaser of grazing rights on the ranch ~~to a third party operator.~~providing an annual revenue stream of approximately $1,200,000. The Company ~~will continue~~continues to own the property and conduct its ~~long term~~long-term water dispersement program and wildlife management programs.

~~Conservation~~Water storage and conservation

In December 2012, the ~~SFWMD~~South Florida Water Management District ("SFWMD") issued a solicitation request for projects to be considered for the Northern Everglades Payment for Environmental Services Program. In March 2013, the Company submitted its response proposing a dispersed water management project on a portion of its ranch land.

On December 11, 2014, the SFWMD approved a contract with the Company. The contract term is eleven years and allows up to one year for implementation (design, permitting, construction and construction completion certification) and ten years of operation, whereby the Company will provide water retention services. Payment ~~for these services~~ includes an amount not to exceed $4,000,000 of reimbursement for implementation. In addition, it provides for an annual fixed payment of $12,000,000 for operations and maintenance costs, as long as the project is in compliance with the contract and subject to annual District Board approval of funding. The contract specifies that the District Board has to approve the payments annually and there can be no assurance that it will approve the annual fixed payments. The approved Florida budget for the state’s ~~2017/2018~~2018/2019 fiscal year ~~was approved and~~ included funding for the ~~Program.~~Program, and on September 19, 2018 the SFWMD issued a press release announcing the issuance of an Environmental Resource Permit for Alico. The SFWMD release also stated that (i) the issuance of the permit cleared the path for Alico to deliver a dispersed water storage project in the Caloosahatchee Watershed, (ii) Alico has all necessary state approvals to proceed, and (iii) the project is expected to be operational within one year from the start of construction, which is contingent on Alico securing additional local and federal approvals. These approvals include a compatible use agreement from the Natural Resources Conservation Service, as well as approvals from the local water control districts. Operating expenses were approximately ~~$395,000~~$404,000 and ~~$458,000~~$395,000 for the three months ended December 31, 2018 and 2017, ~~and 2016,~~ respectively.

General and Administrative

General and administrative expenses for the three months ended December 31, ~~2017~~2018 totaled approximately ~~$3,886,000~~$3,450,000, compared to approximately ~~$3,788,000~~$3,886,000 for the three months ended December 31, ~~2016.~~2017. The ~~increase~~decrease was attributable in ~~general and administrative expenses for the three months ended December 31, 2017, as compared~~large part to ~~the same period~~a reduction in ~~2016, was the result~~payroll costs of ~~an increase of the following:~~

approximately $596,000, resulting primarily from a reduction in (i) separation ~~and consulting agreement~~ expenses of approximately ~~$388,000~~

an$388,000; (ii) accrual for paid time off of approximately ~~$120,000,~~$120,000; and

(iii) personnel and overtime costs of approximately $88,000. Additionally, the Company recorded less audit and tax fees and consulting fees of approximately ~~$100,000.~~

$154,000 and $187,000, respectively. These ~~increases~~decreases were ~~primarily~~ offset by ~~expenses incurred~~an increase in ~~in the first quarter~~professional fees of ~~December 2016~~$500,000 relating to ~~one-time consulting expenses incurred.~~corporate matters during the three months ended 31, 2018.

Other (Expense) Income, net

Other ~~expense,~~(expense) income, net, for the three months ended December 31, ~~2017~~2018 and ~~2016~~2017 was approximately ~~$375,000~~$(2,864,000) and ~~approximately$1,981,000,~~approximately $(375,000), respectively. The ~~decrease~~increase in the net expense is primarily due to the fact that, during the three months ended December 31, 2018, the Company ~~recording~~recorded an adjustment of $956,000 relating to the change in fair value of the derivative asset and derivative liabilities. Additionally, during the three months ended December 31, 2017, the Company recorded a gain on the sale of its office building in Fort Myers, Florida, of approximately ~~$1,800,000.~~$1,800,000, which offset a large portion of the expenses in that quarter. As part of the sale, the Company has entered into a lease arrangement with the buyer for a portion of the office space.

~~Benefit for Income Taxes~~

~~The benefit for income tax~~ No significant gain on the sale of assets was ~~approximately $12,417,000 and $1,273,000~~recorded for the three months ended December 31, ~~2017~~2018.

Income Taxes

The income tax benefit was approximately $629,000 and ~~2016,~~$12,417,000 for the three months ended December 31, 2018 and 2017, respectively. The ~~increase~~tax provision for the three months ended December 31, 2018 primarily resulted from ~~approximately $11,300,000 in~~the Company generating a net loss. For the three months ended December 31, 2017, the Company recorded a non-cash tax benefit ~~recorded to remeasure~~of approximately $11,300,000 resulting from the remeasurement of the Company's net deferred tax liabilities tousing the 21% corporate tax rate that was enacted December 22, 2017.

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 Alico's fiscal year produce the majority of the Company's annual revenue. Working capital requirements are typically greater in the first and fourth quarters of the fiscal year, coinciding with harvesting cycles. Due to Hurricane Irma, in the first quarter of fiscal 2018 Alico produced a greater percentage of boxes harvested, as compared to the estimated totals for the full harvest season, then in past years. As a result, the working capital requirements may vary from the typical trends we have historically experienced in the current year. Because of the seasonality of the business, results for any quarter are not necessarily indicative of the results that may be achieved for the full fiscal year.

Liquidity and Capital Resources

A comparative balance sheet summary is presented in the following table:


(in thousands)	December 31,		September 30,					December 31,		September 30,
	2017		2017		Change			2018		2018		Change
Cash and cash equivalents	$	948	$	3,395	$	(2,447	)
Cash and cash equivalents and restricted cash								$	7,274	$	32,260	$	(24,986	)
Total current assets	$	66,283	$	66,489	$	(206	)	$	55,674	$	71,061	$	(15,387	)
Total current liabilities	$	12,292	$	15,983	$	(3,691	)	$	28,204	$	21,498	$	6,706
Working capital	$	53,991	$	50,506	$	3,485		$	27,470	$	49,563	$	(22,093	)
Total assets	$	417,962	$	419,182	$	(1,220	)	$	408,754	$	423,422	$	(14,668	)
Principal amount of term loans and lines of credit	$	192,481	$	186,476	$	6,005		$	193,956	$	177,034	$	16,922
Current ratio	5.39 to 1		4.16 to 1					1.97 to 1		3.31 to 1

Management believes that a combination of cash-on-hand, cash generated from operations, assets sales and availability under the Company's lines of credit will provide sufficient liquidity to service the principal and interest payments on its indebtedness, and will satisfy working capital requirements and capital expenditures for at least the next twelve months and over the long term. Alico has a $70,000,000 working capital line of credit, of which approximately ~~$52,600,000~~$37,426,000 is available for general use as of December 31, ~~2017,~~2018, and a $25,000,000 revolving line of credit, all of which is available for general use as of December 31, ~~2017~~2018 (see Note 5. “Long-Term Debt and Lines of Credit" to the accompanying Condensed Consolidated Financial Statements). If the Company pursues significant growth and other corporate opportunities, ~~in the future,~~ it could have a material adverse impact on its cash balances, and may need to finance such activities by drawing down monies under its lines of credit or by obtaining additional debt or equity financing. There can be no assurance that additional financing will be available to the Company when needed or, if available, that it can be obtained on commercially reasonable terms. Any inability to obtain additional financing could impact Alico's ability to pursue different growth and other corporate opportunities.

~~Our~~The level of debt could have important consequences on ~~our~~Alico's business, including, but not limited to, increasing ~~our~~its vulnerability to general adverse economic and industry conditions, limiting the availability of ~~our~~ cash flow to fund future investments, capital expenditures, working capital, business activities and other general corporate requirements, and limiting ~~our~~ flexibility in planning for, or reacting to, changes in ~~our~~its business and ~~the industry in which we operate.~~industry.

Net Cash Used In Operating Activities

The following table details the items contributing to Net Cash Used In Operating Activities for the three months ended December 31, ~~2017~~2018 and ~~2016:~~2017:

The increase in net cash used in operating activities for the three months ended December 31, ~~2017,~~2018, as compared to the same period in ~~2016,~~2017, was primarily due to the Company recording a net loss as well as realizing a decrease in working capital. The decrease in working capital was primarily driven by smaller receivables as well as a reduction in accounts payable and accrued

expenses. The decrease in accounts receivable is directly related to the harvesting season commencing later in the current year than in the previous year, whereby less revenues and receivables were generated. The decrease in accounts payable is due to the Company paying certain obligations which are due and/or paid during the three months ended December 31, 2018. This increase in net cash used in operating activities was partially offset by a non-cash ~~decrease~~change in deferred tax liabilities, primarily as result of new tax legislation which went into effect on December 22, 2017.

Due to the seasonal nature of Alico's business, working capital requirements are typically greater in the first and fourth quarters of its fiscal year. Cash flows from operating activities typically improve in the second and third fiscal quarters, as its citrus crops are harvested.

Net Cash (Used In) Provided By ~~(Used In)~~ Investing Activities

The following table details the items contributing to Net Cash (Used In) Provided By ~~(Used In)~~ Investing Activities for the three months ended December 31, ~~2017~~2018 and ~~2016:~~2017:

The ~~increase in~~shift from net cash provided by ~~(used in)~~investing activities in the three months ended December 31, 2017 to net cash used in investing activities for the three months ended December 31, ~~2017, as compared~~2018, was primarily due to proceeds that were received from the sale of certain assets during the first three months ended December 31, 2017. In comparison, only minimal proceeds from the sale of assets were received for the three months ended December 31, ~~2016, was primarily due to proceeds received from the sale of Alico's corporate office building in Fort Myers, Florida,~~2018. Additionally, for ~~$5,300,000. This increase was partially offset by greater capital expenditures in~~ the three months ended December 31, ~~2017, as compared~~2018, the Company increased its citrus tree orders which resulted in increased deposits and thus an increased use of cash. The increase in such deposits is due to the ~~same period~~Company’s decision to plant more trees in the ~~prior year.~~fiscal year 2019 as well as in the fiscal year 2020.

Net Cash (Used In) Provided By Financing Activities

The following table details the items contributing to Net Cash (Used In) Provided byBy Financing Activities for the three months ended December 31, ~~2017~~2018 and ~~2016:~~2017:

The ~~decrease in~~shift from net cash provided by financing activities in the three months ended December 31, 2017 to net cash used in financing activities for the three months ended December 31, ~~2017, as compared to the three months ended December 31, 2016,~~2018, was primarily due to the Company purchasing its common shares through a tender offer, for an aggregate approximate amount of $25,576,000, which was partially offset by increased ~~repayments on the revolving~~borrowings under its line ~~of credit and reduced borrowings on the revolving lines~~ of credit.

Alico ~~drew, on a net basis, $7,123,000~~had $22,313,944 outstanding on its revolving lines of credit ~~primarily to fund working capital requirements and investing activities for the three months ended~~as of December 31, ~~2017.~~

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, ~~2017,~~2018, there was approximately ~~$10,300,000~~$10,260,000 in outstanding letters of credit, which correspondingly reduced Alico's availability under the line of credit.

As a result of Hurricane Irma, the Company experienced fruit loss during September 2017. As discussed in the Alico's Annual Report on Form 10-K for the fiscal year ended September 30, 2017, the Company anticipates revenue and cash flow will be negatively impacted. The Company originally estimated a 40-45% reduction in production as compared to the prior season completed June 2017. Based on the harvesting of fruit through the first quarter of fiscal 2018, the Company still estimates production will be reduced by 40-45%.

Purchase Commitments

The Company enters into contracts for the purchase of citrus trees during the normal course of its business. As of December 31, ~~2017,~~2018, the Company had approximately ~~$1,072,000~~$3,516,000 relating to outstanding commitments for these purchases, which will be paid upon delivery.

Contractual Obligations and Off Balance Sheet Arrangements

There have been no material changes during this reporting period to the disclosures set forth in Part II, Item 7 in Alico's Annual Report on Form 10-K for the fiscal year ended September 30, ~~2017.~~2018.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

There have been no material changes during this reporting period in the disclosures set forth in Part II, Item 7A in our Annual Report on Form 10-K for the fiscal year ended September 30, ~~2017,~~2018, as filed with the SEC on December ~~11, 2017.~~6, 2018.

Item 4. Controls and Procedures.

~~Alico's Chief~~Our Principal Executive Officer and Chief Financial Officer have evaluated the effectiveness of ~~the~~our disclosure controls and procedures as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) as of the end of the period covered by this report. Based on this evaluation, ~~Alico's Chief~~our Principal Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, ~~the Company's~~our disclosure controls and procedures were effective.

During the first fiscal quarter ended December 31, ~~2017~~2018, there were no changes in Alico's internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II OTHER INFORMATION

Item 1. Legal Proceedings.

On November 16, 2018, 734 Agriculture, RCF 2014 Legacy LLC, Delta Offshore Master II, LTD. and Mr. Remy W. Trafelet (the

Investors pursuant to the Amended and Restated Limited Liability Company Operating Agreement of 734 Investors (the “LLC Agreement”) and the 734 Consent (described above), and (2) the Purported Consent is invalid under the LLC Agreement.

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 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 condition, results of operations or cash flows.

Item 1A. Risk Factors.

There have been no material changes in the risk factors set forth in Part 1, Item 1A, “Risk Factors” in Alico's Annual Report on Form 10-K for the fiscal year ended September 30, ~~2017,~~2018, as filed with the SEC on December ~~11, 2017.~~6, 2018.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no sales of unregistered equity securities during the period.

For the three months ended December 31, ~~2017,~~2018, the Company did not purchase any shares ~~in accordance with~~under the 2017 Authorization, and has ~~477,500 shares~~

$1,676,443 available to ~~purchase in accordance with~~repurchase stock under the 2017 Authorization.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosure.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.



Exhibit Number		Exhibit Index
~~3.1~~		~~Restated Certificate of Incorporation, Dated February 17, 1972 (incorporated by reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K filed with the Commission on December 11, 2017)~~
~~3.2~~		Certificate of Amendment to Certificate of Incorporation, Dated January 14, 1974 (incorporated by reference to Alico’s Registration Statement on Form S-8, dated December 21, 2005, Registration No. 333-130575)
~~3.3~~		~~Amendment to Articles of Incorporation, Dated January 14, 1987 (incorporated by reference to Alico’s Registration Statement on Form S-8, dated December 21, 2005, Registration No. 333-130575)~~
~~3.4~~		~~Amendment to Articles of Incorporation, Dated December 27, 1988 (incorporated by reference to Alico’s Registration Statement on Form S-8, dated December 21, 2005, Registration No. 333-130575)~~
~~3.5~~		~~By-Laws of Alico, Inc., amended and restated (Incorporated by reference to Exhibit 3.1 of the Company’s current report on Form 8-K, filed with the Commission on January 25, 2013)~~
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Rule 13a-14(a) certification
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Rule 13a-14(a) certification
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
101
101.INS	**	XBRL Instance Document
101.SCH	**	XBRL Taxonomy Extension Schema Document
101.CAL	**	XBRL Taxonomy Calculation Linkbase Document
101.DEF	**	XBRL Taxonomy Definition Linkbase Document
101.LAB		XBRL Taxonomy Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document



**	In accordance with Rule 406T of Regulation S-T, these XBRL (eXtensible Business Reporting Language) documents are furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these sections.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	ALICO, INC. (Registrant)

February ~~6, 2018~~11, 2019	By:	/s/ ~~Remy W. Trafelet~~ Henry R. Slack
		~~Remy W. Trafelet~~Henry R. Slack
		~~President~~Executive Chairman and ~~Chief~~Director
		(Principal Executive ~~Officer~~Officer)

February ~~6, 2018~~11, 2019	By:	/s/ John E. Kiernan
		John E. Kiernan
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting officer)

3040



¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period
	from____________________	to_________________________



Florida		59-0906081
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

10070 Daniels Interstate Court,
Suite 100, Fort Myers, FL		33913
(Address of principal executive offices)		(Zip Code)



Part I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements	1
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	1723
Item 3. Quantitative and Qualitative Disclosures About Market Risk	2735
Item 4. Controls and Procedures	2735
Part II - OTHER INFORMATION
Item 1. Legal Proceedings	2836
Item 1A. Risk Factors	2838
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2838
Item 3. Defaults Upon Senior Securities	2838
Item 4. Mine Safety Disclosures	2838
Item 5. Other Information	2838
Item 6. Exhibits	2939
Signatures	3040



	Page
Condensed Consolidated Balance Sheets as of December 31, ~~2017~~2018 (Unaudited) and September 30, ~~2017~~2018	1
Condensed Consolidated Statements of Operations for the three months ended December 31, ~~2017~~2018 and ~~2016~~2017 (Unaudited)	23
Condensed Consolidated Statements of Cash Flows for the three months ended December 31, ~~2017~~2018 and ~~2016~~2017 (Unaudited)	34
Notes to Condensed Consolidated Financial Statements (Unaudited)	45


(in thousands)	December 31,			September 30,			December 31,			September 30,
	2017			2017			2018			2018
Citrus trees	$	261,286		$	258,949		$	265,616		$	264,714
Equipment and other facilities	54,840			54,592			55,967			53,544
Buildings and improvements	8,279			8,835			8,213			8,052
Total depreciable properties	324,405			322,376			329,796			326,310
Less: accumulated depreciation and depletion	(85,498		)	(82,443		)	(95,220		)	(91,858		)
Net depreciable properties	238,907			239,933			234,576			234,452
Land and land improvements	109,602			109,404			105,987			105,951
Net property and equipment	$	348,509		$	349,337		$	340,563		$	340,403



	December 31, 2017				September 30, 2017
	Principal		Deferred Financing Costs, Net		Principal		Deferred Financing Costs, Net
	(in thousands)

Long-term debt, net of current portion:
Met Fixed-Rate Term Loans	$	99,062	$	924	$	99,062	$	954
Met Variable-Rate Term Loans	48,876		425		49,594		439
Met Citree Term Loan	5,000		48		5,000		49
Pru Loans A & B	22,740		253		23,030		258
Pru Loan E	4,840		23		4,895		25
Pru Loan F	4,840		42		4,895		42
	185,358		1,715		186,476		1,767
Less current portion	4,575		—		4,550		—
Long-term debt	$	180,783	$	1,715	$	181,926	$	1,767



(in thousands, except per pound data)
	Three Months Ended December 31,				Change
	2017		2016		$			%
Revenue From:
Sale of Calves	$	57	$	20	$	37		NM
Land Leasing	247		230		17			7.4	%
Other	59		51		8			15.7	%
Total	$	363	$	301	$	62		20.6	%
Pounds Sold:
Calves	49		16		33			NM
Price Per Pound:
Calves	$	1.17	$	1.22	$	(0.05	)	(4.1	)%
Operating Expenses:
Cost of Calves Sold	$	69	$	24	$	45		NM
Land Leasing Expenses	133		32		101			NM
Water Conservation	395		458		(63		)	(13.7	)%
Total	$	597	$	514	$	83		16.1	%