ALICO INC
For the period ended Sep 30, 2024. Filed Dec 2, 2024.
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FY2024 · Filed Dec 2, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a)Documents filed as part of this report
(1)Financial Statements:
Alico's Consolidated Financial Statements are included in Part II, Item 8 of this Annual Report.
(2)Financial Statement Schedules:
Financial statement schedules are omitted as the required information is either inapplicable or the information is presented in our Consolidated Financial Statements or notes thereto.
(3)Exhibits
The exhibits listed in the Exhibit Index in (b) below are filed or incorporated by reference as part of this Annual Report.
(b)Exhibit Index
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Exhibit Description · Form · File No. · Exhibit · Filing Date · Filed / Furnished Herewith | |||||
| 3.1 | Restated Certificate of Incorporation, dated February 17, 1972 | 10-K | 00-000261 | 3.1 | 12/11/2017 |
| 3.2 | Certificate of Amendment to Certificate of Incorporation, dated January 14, 1974 | S-8 | 333-130575 | 4.2 | 12/21/2005 |
| 3.3 | Amendment to Articles of Incorporation, dated January 14, 1987 | S-8 | 333-130575 | 4.3 | 12/21/2005 |
| 3.4 | Amendment to Articles of Incorporation, dated December 27, 1988 | S-8 | 333-130575 | 4.4 | 12/21/2005 |
| 3.5 | Second Amended By-Laws of Alico, Inc., amended and restated | 8-K | 000-00261 | 3.6 | 1/15/2021 |
| 4.1 | Description of Securities | 10-K | 000-00261 | 4.1 | 12/6/2023 |
| 10.1 | Form of Indemnification Agreement | 10-Q | 000-00261 | 10.5 | 5/6/2013 |
| 10.2 # | Management Security Plan(s) Trust Agreement | 10-Q | 000-00261 | 10.6 | 5/6/2013 |
| 10.3 | Index Rate Change Letter Agreement, dated October 3, 2022, by and among Metropolitan Life Insurance Company, Alico, Inc., Alico Land Development, Inc., and Alico Fruit Company, LLC | 10-K | 000-00261 | 10.8 | 12/13/2022 |
| 10.4 | Loan Agreement, dated December 31, 2012, by and among 734 Citrus Holdings, LLC, 734 LMC Groves, LLC, 734 Co-Op Groves, LLC, 734 BLP Groves, LLC, 734 Harvest LLC and Prudential Mortgage Capital Company, LLC (the "Prudential Loan Agreement") | 10-K | 000-00261 | 10.16 | 12/10/2015 |
| 10.5 | Promissory Note A, dated December 31, 2012, by and among 734 Citrus Holdings, LLC, 734 LMC Groves, LLC, 734 Co-Op Groves, LLC, 734 BLP Groves, LLC, 734 Harvest LLC and Prudential Mortgage Capital Company, LLC | 10-K | 000-00261 | 10.17 | 12/10/2015 |
| 10.6 | Promissory Note B, dated December 31, 2012, by and among 734 Citrus Holdings, LLC, 734 LMC Groves, LLC, 734 Co-Op Groves, LLC, 734 BLP Groves, LLC, 734 Harvest LLC and Prudential Mortgage Capital Company, LLC | 10-K | 000-00261 | 10.18 | 12/10/2015 |
| 10.7 | First Amendment to Loan Agreement, dated March 26, 2013 (Prudential Loan Agreement) | 10-K | 000-00261 | 10.2 | 12/10/2015 |
| 10.8 | Second Amendment to the Loan Agreement, dated September 4, 2014 (Prudential Loan Agreement) | 10-K | 000-00261 | 10.26 | 12/10/2015 |
| 10.9 | Third Amendment to the Loan Agreement, dated April 23, 2015 (Prudential Loan Agreement) | 10-K | 000-00261 | 10.27 | 12/10/2015 |
| 10.10 † | First Amended and Restated Credit Agreement, dated as of December 1, 2014, by and among Alico, Inc., Alico Land Development, Inc., Alico-Agri, Ltd., Alico Plant World, L.L.C., Alico Fruit Company, LLC, Metropolitan Life Insurance Company, and New England Life Insurance Company | 8-K | 000-00261 | 10.1 | 12/5/2014 | |
| 10.11 | Amendment to First Amended and Restated Credit Agreement with Metropolitan Life Insurance Company and New England Life Insurance Company, dated February 1, 2015 | 10-K | 000-00261 | 10.31 | 12/10/2015 | |
| 10.12 | Second Amendment to First Amended and Restated Credit Agreement with Metropolitan Life Insurance Company and New England Life Insurance Company dated August 12, 2015 | 10-K | 000-00261 | 10.32 | 12/10/2015 | |
| 10.13 † | Third Amendment to First Amended and Restated Credit Agreement with Metropolitan Life Insurance Company and New England Life Insurance Company dated November 4, 2019 | 10-K | 000-00261 | 10.26 | 12/5/2019 | |
| 10.14 | Fourth Amendment to First Amended and Restated Credit Agreement with Metropolitan Life Insurance Company and New England Life Insurance Company dated October 2, 2019 | 10-K | 000-00261 | 10.27 | 12/5/2019 | |
| 10.15 | Fifth Amendment to First Amended and Restated Credit Agreement and Amended and Restated Notes | 8-K | 000-00261 | 10.1 | 5/5/2021 | |
| 10.16 | Sixth Amendment to First Amended and Restated Credit Agreement with Metropolitan Life Insurance Company | * | ||||
| 10.17 | Option To Defer Principal Payments - First Amended and Restated Credit Agreement with Metropolitan Life Insurance Company and New England Life Insurance Company dated February 17, 2023 | 10-Q | 000-00261 | 10.1 | 5/4/2023 | |
| 10.18 # | Letter Agreement regarding amendment to compensation arrangements, dated May 15, 2023, by and between the registrant and John Kiernan | 8-K | 000-00261 | 10.1 | 5/18/2023 | |
| 10.19 # | Alico, Inc. Stock Incentive Plan of 2015 | Schedule 14A | 000-00261 | Appendix A | 1/28/2015 | |
| 10.20 # | Form of Nonqualified Stock Option Agreement | 10-K | 000-00261 | 10.52 | 12/7/2021 | |
| 10.21# | Form of Incentive Stock Option Agreement | 10-K | 000-00261 | 10.53 | 12/7/2021 | |
| 10.22 # | Form of Restricted Stock Agreement | 10-K | 000-00261 | 10.54 | 12/7/2021 | |
| 10.23 # | Hunting Lease Agreement and Real Estate Purchase and Sale Option Agreement between Alico, Inc., and Mr. Kiernan, dated January 1, 2022 | 10-Q | 000-00261 | 10.2 | 2/3/2022 | |
| 10.24# | Amended and Restated Employment Agreement between Alico, Inc. and Mr. Kiernan, dated as of April 1, 2022 | 8-K | 000-00261 | 10.1 | 4/5/2022 | |
| 10.25# | Annual Performance and Long-Term Bonus Agreement between Alico, Inc., and Mr. Kiernan, dated as of April 1, 2022 | 8-K | 000-00261 | 10.2 | 4/5/2022 | |
| 10.26 # | Employment Agreement by and between Alico, Inc. and Bradley Heine, effective August 16, 2023 | 8-K | 000-00261 | 10.1 | 8/16/2023 | |
| 10.27 # | Letter Agreement by and between Alico, Inc. and Bradley Heine, dated June 3, 2024 | 10-Q | 000-00261 | 10.3 | 8/5/2024 | |
| 10.28 # | Danny Sutton Offer letter, dated November 15, 2017 | 10-Q | 000-00261 | 10.2 | 2/4/2021 | |
| 10.29 # | James Sampel Offer letter, dated December 15, 2015 | * | ||||
| 10.30 # | Letter Agreement by and between Alico, Inc. and James Sampel, dated May 28, 2024 | 10-Q | 000-00261 | 10.2 | 8/5/2024 | |
| 10.31 # | Employment Agreement by and between Alico, Inc. and Mitch Hutchcraft, effective May 28, 2024 | 10-Q | 000-00261 | 10.1 | 8/5/2024 | |
| 10.32 + | Tropicana Supply Agreement | 10-Q | 000-00261 | 10.4 | 8/5/2024 | |
| 19.1 | Alico Insider Trading Compliance Policy | * | ||||
| 21.1 | Subsidiaries of the Registrant | 10-K | 000-00261 | 21.1 | 12/13/2022 | |
| 23.1 | Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm | * | ||||
| 23.2 · Consent of RSM US LLP, Independent Registered Public Accounting Firm · * | ||||||
|---|---|---|---|---|---|---|
| 31.1 · Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Rule 13a-14(a) certification · * | ||||||
| 31.2 · Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Rule 13a-14(a) certification · * | ||||||
| 32.1 · Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 · ** | ||||||
| 32.2 · Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 · ** | ||||||
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation | 10-K | 000-00261 | 97.1 | 12/6/2023 | |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | * | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | * | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | * | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | * | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | * | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | * | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | * | ||||
| * | Filed herewith. | |||||
| ** | Furnished herewith. | |||||
| # | Indicates a management or compensatory plan. | |||||
| † | Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(5). Alico, Inc. agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. | |||||
| + | Certain portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv). | |||||
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