Annual report pursuant to section 13 and 15(d)

Commitments and Contingencies

Commitments and Contingencies
12 Months Ended
Sep. 30, 2012
Commitments and Contingencies [Abstract]  
Commitments and Contingencies

Note 16. Commitments and Contingencies

Operating Leases

The Company has obligations under various noncancelable long-term operating leases for equipment. In addition, the Company has various obligations under other equipment leases of less than one year.



Total rent expense was approximately $666,000, $407,000, and $558,000 for the years ended September 30, 2012, 2011 and 2010, respectively.

The future minimum rental payments under non-cancelable operating leases are as follows:


(in thousands) (dollars in thousands)          
2013     $ 609  
2014       551  
2015       525  
2016       481  
2017       80  
Total     $ 2,246  

Letters of Credit

The Company has retained certain self-insurance risks with respect to losses for workers' compensation and has standby letters of credit in the amounts of $200,000 for each of the years ended September 30, 2012 and 2011, to secure its insurance obligations.

Shareholder Derivative Actions

On October 29, 2008, Alico was served with a shareholder derivative action complaint filed by Baxter Troutman against JD Alexander and John R. Alexander which named Alico as a nominal defendant. Mr. Troutman is the cousin and nephew of the two defendants, respectively, and is a shareholder in Atlantic Blue Group, Inc. (formerly Atlantic Blue Trust, Inc.) ("Atlanticblue"), a 51% shareholder of Alico. From February 26, 2004 until January 18, 2008, Mr. Troutman was a director of Alico. The complaint alleged that JD Alexander and John R. Alexander committed breaches of fiduciary duty in connection with a proposed merger of Atlanticblue into Alico which was proposed in 2004 and withdrawn by Atlanticblue in 2005. The suit also alleged, among other things, that the merger proposal was wrongly requested by defendants JD Alexander and John R. Alexander ("the Alexanders") and improperly included a proposed special dividend; and that the Alexanders sought to circumvent the Board's nominating process to ensure that they constituted a substantial part of Alico's senior management team and these actions were contrary to the position of Alico's independent directors at the time causing a waste of Alico's funds and the resignations of the independent directors in 2005.


On April 1, 2012, a settlement agreement (the "Agreement") was reached between Baxter Troutman and the Alexanders. The Agreement contained the following provisions:


  · Mr. Troutman will file a notice of voluntary dismissal of the civil action against the Alexanders with prejudice. There were no inducements, promises or representations.


  · Mr. Troutman and the Alexanders mutually release and discharge each other from all claims, rights, actions, obligations, liability or responsibility arising out of the commencement and prosecution of the civil action, except for any claims Alico may have against Troutman to be subrogated to the rights of the Alexanders to seek recovery of attorney fees and costs incurred in their defense.


On May 4, 2012, the Circuit Court of the 10th Judicial Circuit in Polk County, Florida (the "Court") approved the Agreement and therefore the shareholder derivative action complaint has been settled. The Company, by determination of the Special Litigation Committee of its Board of Directors, filed a motion seeking recovery of attorney fees and costs incurred in its defense. The Court has retained jurisdiction and will hear the motion filed by the Company.


IRS Settlement


On May 16, 2012, we finalized an agreement to settle all outstanding issues with the IRS. All Federal penalties were waived. Federal taxes and interest due as a result of the settlement totaled $613,000 and $225,000, respectively and have been paid in full. State tax and interest of $323,000 due as a result of the settlement were paid on October 9, 2012. The Company has additional pending state interest and penalties totaling $149,000 outstanding as a result of the final settlement amount which were accrued at September 30, 2012. See Note 12. Income Taxes and Note 18. Subsequent Events.

From time to time the Company is also involved in routine legal matters incidental to its business. When appropriate, the Company establishes estimated accruals for litigation matters which meet the requirements of ASC 450-Contingencies. Based upon available information, the Company believes that the resolution of such matters will not have a material adverse effect on its financial position or results of operations.