ALICO INCORPORATED 50TH ANNUAL REPORT For The Year Ended September 30, 2009 A LICO INCORPO RATED 50TH ANNUAL REPO RT For The Year Ended September 30, 2009 ALICO, INC. 640 South Main Street, LaBelle, Florida 33935 • Post Of¿ ce Box 338, LaBelle, Florida 33975 Of¿ ce (863) 675-2966 • Fax (863) 675-6928 January 20, 2010 To Our Shareholders: Alico’s 2009 fiscal year was very challenging. The continued down cycle in Florida real estate and the United States economy as a whole, coupled with lower returns from agricultural operations, resulted in the Company realizing a net loss for only the second time in the Company’s fifty year history. Your Board of Directors is working closely with management in addressing these challenges. As a result, the Company has discontinued several of its non-profitable ventures and scaled back on others. We believe that some of the current setbacks are temporary, resulting from the overall economic situation in the United States and in the State of Florida. We have taken a number of steps to become more efficient in all of our operations and are actively pursuing additional steps to diversify our operations in order to improve our earnings and make them more stable. Towards this end, management has implemented an aggressive cost reduction program. This program has been a difficult but necessary step in restoring the Company to profitability and has included reducing the Company’s workforce by twenty-one percent during the fiscal year ended September 30, 2009. Additionally, management has reduced employee benefits, third party consultants, and worked to negotiate more favorable prices and terms with our vendors. The level of capital expenditures has been minimized, and the Board has temporarily suspended dividends until operating results improve. Early results from these efforts have been encouraging with additional cost savings expected in fiscal year 2010. Inventoried cost levels are also lower indicating that improved operating results should follow provided the prices received for our commodities remain constant. We are also exploring areas for Company growth. After signing a multi-year sugar production contract, we planted an additional 4,500 acres of sugarcane which should begin producing in fiscal year 2011. We continue to evaluate our real estate holdings for opportunities to further diversify our operations. The Board has also identified several parcels of real estate owned by the Company which are surplus to our operations and are available for immediate sale. During the past fiscal year, we have identified a potential opportunity to increase our oil production which will be explored more fully during the 2010 fiscal year. We have received permits approving the development of a community on one of our Polk County properties. We have conducted soil analyses for rock and sand mining resulting in the identification of two promising sites and permits are being sought to mine these properties. Additionally, we continue to be approached by several alternative energy companies that may offer future opportunities for growth. These projects will take time to analyze, permit and develop, and the financial results from these projects will be largely dependent on the economic recovery of the United States and our region. We continue to believe that Alico is an attractive long-term investment that is positioned for future growth. We appreciate the continuing support of our Shareholders, Directors, Employees, Lenders, Service Providers and Customers, without which our success these fifty years would not have been possible. Sincerely, John R. Alexander Steven M. Smith Chairman President Contents Form 10-K . 1 Board of Directors . 80 Financial Information at a Glance . 81 Annual Meeting 10:00 a.m., February 19, 2010 at Alico Arena Florida Gulf Coast University 10501 FGCU Boulevard South Fort Myers, FL 33965 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ; EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2009 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-261 ALICO, INC. (Exact name of registrant as specified in its charter) Florida 59-0906081 (State or other jurisdiction of incorporation (IRS Employer or organization) identification number) P.O. Box 338, La Belle, Florida 33975 (Address of principal executive offices) (Zip code) Registrant’s telephone number including area code (863) 675-2966 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Name of each exchange Title of class: on which registered: COMMON CAPITAL STOCK, $1.00 Par value, Non-cumulative NASDAQ SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark if the registrant is a well-known seasoned issuer, as define in Rule 405 of the Securities Act. Yes No; Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No; 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 such registrant was required to file such reports), and (2) has been subject to such filings requirements for the past 90 days. Yes; 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). Yes No; Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 or Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K. Yes No; Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer Accelerated filer; Non-accelerated filer Smaller Reporting Company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes No; The aggregate market value of the voting and nonvoting common equity held by non-affiliates based on the closing price, as quoted on the NASDAQ as of March 31, 2009 (the last business day of Alico’s most recently completed second fiscal quarter) was $84,948,192. There were 7,375,817 shares of stock outstanding at December 12, 2009. Documents Incorporated by Reference: Portions of the Proxy Statement of Registrant to be dated on or before January 20, 2010 are incorporated by reference in Part III of this report. 1 ALICO, INC. FORM 10-K For the year ended September 30, 2009 Part I Item 1 Business. 3 Item 1A. Risk factors 8 Item 1B. Unresolved staff comments 1 12 Item 2. Properties 13 Item 3. Legal Proceedings 14 Item 4. Submission of Matters to a Vote of Security Holders 15 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 16 Item 6. Selected Financial Data 21 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22 Item 7A. Quantitative and Qualitative Disclosure About Market Risk 36 Item 8. Financial Statements and Supplementary Data 37 Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 72 Item 9A Controls and Procedures 72 Item 9B. Other information 73 Part III Item 10. Directors, Executive Offi cers and Corporate Governance 74 Item 11. Executive Compensation 74 Item 12. Security Ownership of Certain Benefi cial Owners and Management and Related Stockholder Matters 74 Item 13. Certain Relationships and Related Transactions, and Director Independence 74 Item 14. Principal Accountants’ Fees and Services 74 Part IV Item 15. Exhibits and Financial Statement Schedules 74 Signatures 76 Exhibit 3(ii)(3) Exhibit 14.1 Exhibit 14.2 Exhibit 31.1 Exhibit 31.2 Exhibit 32.1 Exhibit 32.2 2 PART I Item 1. Business. Alico, Inc. (the “Company”), which was formed February 29, 1960 as a spin-off of the Atlantic Coast Line Railroad Company, is a land management company operating in Central and Southwest Florida. Alico’s primary asset is 135,466 acres of land located in Collier, Glades, Hendry, Lee and Polk Counties. (See Item 2 for location and acreage by current primary use.) Alico is involved in a variety of agribusiness pursuits in addition to land leasing and rentals, rock and sand mining and real estate sales activities. Alico’s land is managed for multiple uses wherever possible. For example, cattle ranching, forestry and land leased for grazing, recreation and oil exploration utilize the same acreage in some instances. The relative contributions of each operation to the operating revenue, profi t and total assets of Alico during the past three years (all revenues are from external customers within the United States) are discussed under the caption “Reportable Segment Information” and in Note 10 to the Consolidated Financial Statements. Alico’s retail land sales and development business is handled solely through its wholly owned subsidiary, Alico Land Development, Inc. (formerly known as Saddlebag Lake Resorts, Inc.). However, Alico has from time to time directly sold properties which, in the judgment of Management and the Board of Directors, were surplus to Alico’s primary operations.