Annual report pursuant to section 13 and 15(d)

Related Party Transactions

Related Party Transactions
12 Months Ended
Sep. 30, 2013
Related Party Transactions [Abstract]  
Related Party Transactions

Note 13. Related Party Transactions


Atlantic Blue Group, Inc.


Atlantic Blue Group, Inc. ("Atlanticblue" or "ABG") owned approximately 50.6% of Alico's common stock, until it sold its stock in the Company to 734 Investors, LLC in November 2013 (see Note 18. Subsequent Events). By virtue of its ownership percentage, Atlanticblue was able to elect all of the directors and, consequently, control Alico. Directors which also served on Atlanticblue's board were referred to as "affiliated directors".


John R. Alexander, a shareholder in Atlanticblue and a director on the Atlanticblue Board of Directors, retired as the Company's Chairman of the Board at the February 2013 shareholders meeting. Mr. Alexander's son, JD Alexander, resigned March 31, 2012 as the President and Chief Executive Officer of Atlanticblue and did not stand for re-election as a director at the June 2012 Atlanticblue shareholders meeting. In February 2010, JD Alexander was appointed Alico's President and Chief Executive Officer, and he serves on Alico's Board of Directors, until the sale by Atlanticblue of its stock in the Company to 734 Investors, LLC. Robert E. Lee Caswell, John R. Alexander's son-in-law, served as a director on Alico's Board of Directors until its February 2013 shareholders meeting; he did not stand for re-election. Robert J. Viguet, Jr., an Alico director, did not stand for re-election as a director of Atlanticblue at its June 2012 shareholders meeting. Dykes Everett was elected to the Alico Board of Directors at the February 2013 shareholders meeting; he was proposed for nomination by Atlanticblue where he serves as a director.


On April 1, 2012 a settlement agreement was executed in the derivative shareholder suit filed by former director Baxter Troutman against John R. Alexander and JD Alexander (the "Agreement"). On May 16, 2012 the Circuit Court of the 10th Judicial Circuit in Polk County, FL approved the Agreement thereby settling the shareholder derivative action complaint. As a condition of the Agreement, Mr. Troutman was required to file a notice of voluntary dismissal of the civil action against the Alexanders with prejudice. The Company, by determination of the Special Litigation Committee comprised of four independent directors of its Board of Directors, filed a motion against Mr. Troutman seeking recovery of attorney fees and costs incurred in its defense. In response, Mr. Troutman has filed motions seeking recovery of his attorney's fees from Alico. The Company has reimbursed Messrs.' Alexander for legal fees used to defend themselves against the suit in accordance with the Board of Directors indemnification agreements. Reimbursements pursuant to the litigation were $118,000 and $68,000 on behalf of John R. Alexander and, $222,000 and $60,000 on behalf of JD Alexander during the years ended September 30, 2012 and 2011, respectively.


Alico Fruit is currently marketing and/or purchasing citrus fruit from Tri County Groves, LLC, a wholly owned subsidiary of Atlanticblue. During the years ended September 30, 2013, 2012 and 2011, Alico Fruit marketed 201,802, 237,626, and 222,856 boxes of fruit for approximately $1,907,000, $2,900,000, and $2,100,000.


Ben Hill Griffin, Inc.


Citrus revenues of approximately $598,000 and $900,000 were recognized for a portion of citrus crops sold under a marketing agreement with Ben Hill Griffin, Inc. ("Griffin") for the years ended September 30, 2012 and 2011, respectively. Griffin and its subsidiaries are controlled by Ben Hill Griffin, III, the brother-in-law of John R. Alexander, Alico's former Chairman and Chief Executive Officer and was deemed a related party until John R. Alexander retired as Chairman of Alico on February 22, 2013.  Accounts receivable include amounts due from Griffin of $94,000 at September 30, 2012. These amounts represent revenues to be received periodically under pooling agreements as the sale of pooled products is completed.


Harvesting, marketing and processing costs for fruit sold to Griffin totaled $141,000 and $300,000 for the years ended September 30, 2012 and 2011.


Alico purchased fertilizer and other miscellaneous supplies, and services, and operating equipment from Griffin, on a competitive bid basis, for use in its cattle, sugarcane, sod and citrus operations. Such purchases totaled $ 969,000 and $2,359,000 for the years ended September 30, 2012 and 2011, respectively. The Consolidated Balance Sheets include accounts payable to Griffin for fertilizer and other crop supplies totaling $9,000 at September 30, 2012.




Mr. Charles Palmer, an independent Board Member, held a recreational lease with the Company during the fiscal years ended September 30, 2013, 2012 and 2011, for which he paid approximately $33,000 annually at the customary terms and rates the Company extends to third parties.