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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OHIO
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34-1562374
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(State of incorporation
or organization)
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(I.R.S. Employer
Identification No.)
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480 W. Dussel Drive, Maumee, Ohio
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43537
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated Filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Page No.
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PART I.
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Item 1. Business
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Item 1A. Risk Factors
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Item 2. Properties
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Item 3. Legal Proceedings
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Item 4. Mine Safety
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PART II.
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Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters
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Item 6. Selected Financial Data
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A. Quantitative and Qualitative Disclosures about Market Risk
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Item 8. Financial Statements and Supplementary Data
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
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Item 9A. Controls and Procedures
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PART III.
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Item 10. Directors and Executive Officers of the Registrant
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Item 11. Executive Compensation
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Item 12. Security Ownership of Certain Beneficial Owners and Management
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Item 13. Certain Relationships and Related Transactions
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Item 14. Principal Accountant Fees and Services
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PART IV.
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Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
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Signatures
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Exhibits
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Agricultural Fertilizer
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||||
(in thousands)
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Grain Storage
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Dry Storage
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Liquid Storage
|
|||
Location
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(bushels)
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(tons)
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(tons)
|
|||
Florida
|
—
|
|
3
|
|
22
|
|
Illinois
|
13,389
|
|
55
|
|
—
|
|
Indiana
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24,635
|
|
146
|
|
140
|
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Iowa
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19,573
|
|
11
|
|
22
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Michigan
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16,611
|
|
54
|
|
29
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Minnesota
|
—
|
|
—
|
|
52
|
|
Nebraska
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10,918
|
|
—
|
|
—
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Ohio
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41,623
|
|
187
|
|
61
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|
Tennessee
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12,378
|
|
—
|
|
—
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|
Wisconsin
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—
|
|
29
|
|
77
|
|
|
139,127
|
|
485
|
|
403
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Name
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Location
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Square Feet
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Maumee Store
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Maumee, OH
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166,000
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Toledo Store
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Toledo, OH
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162,000
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Sawmill Store
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Columbus, OH
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169,000
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Brice Store
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Columbus, OH
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159,000
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The Andersons Market (1)
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Sylvania, OH
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30,000
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Distribution Center (1)
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Maumee, OH
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245,000
|
|
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(1) Facility leased
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Name
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Position
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Age
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Year Assumed
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|
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Dennis J. Addis
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President, Grain Group
President, Plant Nutrient Group
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61
|
2012
2000
|
Daniel T. Anderson
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President, Retail Group and Vice President, Corporate Operations Services
President, Retail Group
|
58
|
2009
1996
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Michael J. Anderson
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Chairman and Chief Executive Officer
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62
|
1999
|
Naran U. Burchinow
|
Vice President, General Counsel and Secretary
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60
|
2005
|
Nicholas C. Conrad
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Vice President, Finance and Treasurer
Assistant Treasurer
|
61
|
2009
1996
|
Arthur D. DePompei
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Vice President, Human Resources
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60
|
2008
|
John Granato
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Chief Financial Officer
Principal - Finance & Operations (Global Infrastructure Partners)
|
48
|
2012
2009
|
Neill McKinstray
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President, Ethanol Group
Vice President & General Manager, Ethanol Division
|
61
|
2012
2005
|
Harold M. Reed
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Chief Operating Officer
President, Grain & Ethanol Group
|
57
|
2012
2000
|
Anne G. Rex
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Vice President, Corporate Controller
Assistant Controller
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49
|
2012
2002
|
Rasesh H. Shah
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President, Rail Group
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59
|
1999
|
Tamara S. Sparks
|
Vice President, Corporate Business /Financial Analysis
Internal Audit Manager
|
45
|
2007
1999
|
Thomas L. Waggoner
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President, Turf & Specialty Group
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59
|
2005
|
William J. Wolf
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President, Plant Nutrient Group
Vice President of Supply & Merchandising, Plant Nutrient Group
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56
|
2012
2008
|
|
2013
|
2012
|
||
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High
|
Low
|
High
|
Low
|
Quarter Ended
|
|
|
|
|
March 31
|
$35.68
|
$28.79
|
$32.66
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$26.79
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June 30
|
$36.67
|
$33.55
|
$34.33
|
$26.67
|
September 30
|
$47.11
|
$35.72
|
$29.26
|
$23.44
|
December 31
|
$61.55
|
$45.72
|
$29.83
|
$23.63
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Payment Date
|
Amount
|
1/24/2012
|
$0.1000
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4/23/2012
|
$0.1000
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7/23/2012
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$0.1000
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10/22/2012
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$0.1000
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1/23/2013
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$0.1067
|
4/22/2013
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$0.1067
|
7/22/2013
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$0.1067
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10/22/2013
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$0.1067
|
1/23/2014
|
$0.1100
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Equity Compensation Plan Information
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||||||
Plan category
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(a)
Number of securities to be issued upon exercise of outstanding options, warrants and rights
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Weighted-average exercise price of outstanding options, warrants and rights
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Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
||||
Equity compensation plans approved by security holders
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710,345
(1)
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|
$
|
30.70
|
|
922,560
(2)
|
|
Equity compensation plans not approved by security holders
|
—
|
|
—
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|
—
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(1)
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This number includes 172,790 Share Only Share Appreciation Rights (“SOSARs”), 348,905 performance share units and 188,651 restricted shares outstanding under The Andersons, Inc. 2005 Long-Term Performance Compensation Plan dated May 6, 2005. This number does not include any shares related to the Employee Share Purchase Plan. The Employee Share Purchase Plan allows employees to purchase common shares at the lower of the market value on the beginning or end of the calendar year through payroll withholdings. These purchases are completed as of December 31.
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(2)
|
This number includes 284,738 Common Shares available to be purchased under the Employee Share Purchase Plan.
|
Agrium, Inc.
|
Lowe's Companies, Inc.
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Archer-Daniels-Midland Co.
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The Greenbrier Companies, Inc.
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GATX Corp.
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The Scott's Miracle-Gro Company
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Ingredion Incorporated
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Base Period
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Cumulative Returns
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||||||||||||||||
|
December 31, 2008
|
2009
|
2010
|
2011
|
2012
|
2013
|
||||||||||||
The Andersons, Inc.
|
$
|
100.00
|
|
$
|
159.14
|
|
$
|
226.46
|
|
$
|
275.15
|
|
$
|
274.28
|
|
$
|
575.99
|
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NASDAQ U.S.
|
100.00
|
|
145.34
|
|
171.70
|
|
170.34
|
|
200.57
|
|
281.14
|
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||||||
Peer Group Index
|
100.00
|
|
117.03
|
|
133.99
|
|
129.97
|
|
165.34
|
|
224.32
|
|
(in thousands, except for per share and ratios and other data)
|
For the years ended December 31,
|
||||||||||||||
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||
Operating results
|
|
|
|
|
|
||||||||||
Sales and merchandising revenues (a)
|
$
|
5,604,574
|
|
$
|
5,272,010
|
|
$
|
4,576,331
|
|
$
|
3,393,791
|
|
$
|
3,025,304
|
|
Gross profit
|
365,225
|
|
358,005
|
|
352,852
|
|
281,679
|
|
255,506
|
|
|||||
Equity in earnings of affiliates
|
68,705
|
|
16,487
|
|
41,450
|
|
26,007
|
|
17,463
|
|
|||||
Other income, net (b)
|
14,876
|
|
14,725
|
|
7,922
|
|
11,652
|
|
8,331
|
|
|||||
Net income
|
95,702
|
|
75,565
|
|
96,825
|
|
64,881
|
|
39,566
|
|
|||||
Net income attributable to The Andersons, Inc.
|
89,939
|
|
79,480
|
|
95,106
|
|
64,662
|
|
38,351
|
|
Financial position
|
|
|
|
|
|
|||||
Total assets
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2,273,556
|
|
2,182,304
|
|
1,734,123
|
|
1,699,390
|
|
1,284,391
|
|
Working capital
|
229,451
|
|
304,346
|
|
312,971
|
|
301,815
|
|
307,702
|
|
Long-term debt (c)
|
371,150
|
|
407,176
|
|
238,088
|
|
263,675
|
|
288,756
|
|
Long-term debt, non-recourse (c)
|
4,063
|
|
20,067
|
|
797
|
|
13,150
|
|
19,270
|
|
Total equity
|
724,421
|
|
611,445
|
|
538,842
|
|
464,559
|
|
406,276
|
|
|
|
|
|
|
|
|||||
Cash flows / liquidity
|
|
|
|
|
|
|||||
Cash flows from (used in) operations
|
337,188
|
|
328,482
|
|
290,265
|
|
(239,285
|
)
|
180,241
|
|
Depreciation and amortization
|
55,307
|
|
48,977
|
|
40,837
|
|
38,913
|
|
36,020
|
|
Cash invested in acquisitions (d)
|
(15,252
|
)
|
(220,257
|
)
|
(2,365
|
)
|
(39,293
|
)
|
(30,480
|
)
|
Investment in affiliates (e)
|
(49,251
|
)
|
—
|
|
(121
|
)
|
(395
|
)
|
(1,200
|
)
|
Investments in property, plant and equipment
|
(46,786
|
)
|
(69,274
|
)
|
(44,162
|
)
|
(30,897
|
)
|
(16,560
|
)
|
Net (investment in) proceeds from railcars (f)
|
4,648
|
|
(20,397
|
)
|
(33,763
|
)
|
1,748
|
|
(16,512
|
)
|
EBITDA (g)
|
219,917
|
|
195,180
|
|
212,252
|
|
162,702
|
|
116,989
|
|
|
|
|
|
|
|
|||||
Per share data (h)
|
|
|
|
|
|
|||||
Net income - basic
|
3.20
|
|
2.85
|
|
3.42
|
|
2.34
|
|
1.40
|
|
Net income - diluted
|
3.18
|
|
2.82
|
|
3.39
|
|
2.32
|
|
1.39
|
|
Dividends paid
|
0.430
|
|
0.400
|
|
0.293
|
|
0.238
|
|
0.232
|
|
Year-end market value
|
59.45
|
|
28.60
|
|
29.11
|
|
24.23
|
|
17.21
|
|
|
|
|
|
|
|
|||||
Ratios and other data
|
|
|
|
|
|
|||||
Net income attributable to The Andersons, Inc. return on beginning equity attributable to The Andersons, Inc.
|
15.1
|
%
|
15.2
|
%
|
21.1
|
%
|
16.4
|
%
|
10.9
|
%
|
Funded long-term debt to equity ratio (i)
|
0.5-to-1
|
|
0.7-to-1
|
|
0.4-to-1
|
|
0.6-to-1
|
|
0.8-to-1
|
|
Weighted average shares outstanding (000's)
|
27,986
|
|
27,784
|
|
27,686
|
|
27,534
|
|
27,285
|
|
Effective tax rate
|
36.0
|
%
|
37.1
|
%
|
34.5
|
%
|
37.7
|
%
|
35.7
|
%
|
|
For the years ended December 31,
|
||||||||||||||
(in thousands)
|
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||
Net income attributable to The Andersons, Inc.
|
$
|
89,939
|
|
$
|
79,480
|
|
$
|
95,106
|
|
$
|
64,662
|
|
$
|
38,351
|
|
Add:
|
|
|
|
|
|
||||||||||
Provision for income taxes
|
53,811
|
|
44,568
|
|
51,053
|
|
39,262
|
|
21,930
|
|
|||||
Interest expense
|
20,860
|
|
22,155
|
|
25,256
|
|
19,865
|
|
20,688
|
|
|||||
Depreciation and amortization
|
55,307
|
|
48,977
|
|
40,837
|
|
38,913
|
|
36,020
|
|
|||||
EBITDA
|
219,917
|
|
195,180
|
|
212,252
|
|
162,702
|
|
116,989
|
|
|||||
Add/(subtract):
|
|
|
|
|
|
||||||||||
Provision for income taxes
|
(53,811
|
)
|
(44,568
|
)
|
(51,053
|
)
|
(39,262
|
)
|
(21,930
|
)
|
|||||
Interest expense
|
(20,860
|
)
|
(22,155
|
)
|
(25,256
|
)
|
(19,865
|
)
|
(20,688
|
)
|
|||||
Realized gains on railcars and related leases
|
(19,366
|
)
|
(23,665
|
)
|
(8,417
|
)
|
(7,771
|
)
|
(1,758
|
)
|
|||||
Deferred income taxes
|
40,374
|
|
16,503
|
|
5,473
|
|
12,205
|
|
16,430
|
|
|||||
Excess tax benefit from share-based payment arrangement
|
(1,001
|
)
|
(162
|
)
|
(307
|
)
|
(876
|
)
|
(566
|
)
|
|||||
Equity in earnings of unconsolidated affiliates, net of distributions received
|
(50,953
|
)
|
8,134
|
|
(23,591
|
)
|
(17,594
|
)
|
(15,105
|
)
|
|||||
Noncontrolling interest in income (loss) of affiliates
|
5,763
|
|
(3,915
|
)
|
1,719
|
|
219
|
|
1,215
|
|
|||||
Changes in working capital and other
|
217,125
|
|
203,130
|
|
179,445
|
|
(329,043
|
)
|
105,654
|
|
|||||
Net cash provided by (used in) operations
|
$
|
337,188
|
|
$
|
328,482
|
|
$
|
290,265
|
|
$
|
(239,285
|
)
|
$
|
180,241
|
|
(in thousands)
|
Twelve months ended December 31,
|
||||
|
2013
|
|
2012
|
||
Ethanol (gallons shipped) (a)
|
288,134
|
|
|
275,788
|
|
E-85 (gallons shipped)
|
23,719
|
|
|
17,019
|
|
Corn Oil (pounds shipped)
|
85,100
|
|
|
59,012
|
|
DDG (tons shipped)
|
1,051
|
|
|
1,211
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Sales and merchandising revenues
|
$
|
5,604,574
|
|
|
$
|
5,272,010
|
|
|
$
|
4,576,331
|
|
Cost of sales and merchandising revenues
|
5,239,349
|
|
|
4,914,005
|
|
|
4,223,479
|
|
|||
Gross profit
|
365,225
|
|
|
358,005
|
|
|
352,852
|
|
|||
Operating, administrative and general expenses
|
278,433
|
|
|
246,929
|
|
|
229,090
|
|
|||
Interest expense
|
20,860
|
|
|
22,155
|
|
|
25,256
|
|
|||
Equity in earnings of affiliates
|
68,705
|
|
|
16,487
|
|
|
41,450
|
|
|||
Other income, net
|
14,876
|
|
|
14,725
|
|
|
7,922
|
|
|||
Income before income taxes
|
149,513
|
|
|
120,133
|
|
|
147,878
|
|
|||
Income (loss) attributable to noncontrolling interests
|
5,763
|
|
|
(3,915
|
)
|
|
1,719
|
|
|||
Operating income
|
$
|
143,750
|
|
|
$
|
124,048
|
|
|
$
|
146,159
|
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Sales and merchandising revenues
|
$
|
3,617,943
|
|
|
$
|
3,293,632
|
|
Cost of sales and merchandising revenues
|
3,499,426
|
|
|
3,176,452
|
|
||
Gross profit
|
118,517
|
|
|
117,180
|
|
||
Operating, administrative and general expenses
|
97,398
|
|
|
73,037
|
|
||
Interest expense
|
9,567
|
|
|
12,174
|
|
||
Equity in earnings of affiliates
|
33,122
|
|
|
29,080
|
|
||
Other income, net
|
2,120
|
|
|
2,548
|
|
||
Income (loss) before income taxes
|
46,794
|
|
|
63,597
|
|
||
Income (loss) attributable to noncontrolling interests
|
(11
|
)
|
|
—
|
|
||
Operating income (loss)
|
$
|
46,805
|
|
|
$
|
63,597
|
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Sales and merchandising revenues
|
$
|
831,965
|
|
|
$
|
742,929
|
|
Cost of sales and merchandising revenues
|
799,453
|
|
|
728,256
|
|
||
Gross profit
|
32,512
|
|
|
14,673
|
|
||
Operating, administrative and general expenses
|
11,082
|
|
|
9,004
|
|
||
Interest expense
|
1,038
|
|
|
759
|
|
||
Equity in earnings (loss) of affiliates
|
35,583
|
|
|
(12,598
|
)
|
||
Other income, net
|
399
|
|
|
53
|
|
||
Income (loss) before income taxes
|
56,374
|
|
|
(7,635
|
)
|
||
Income (loss) attributable to noncontrolling interests
|
5,774
|
|
|
(3,915
|
)
|
||
Operating income (loss)
|
$
|
50,600
|
|
|
$
|
(3,720
|
)
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Sales and merchandising revenues
|
$
|
708,654
|
|
|
$
|
797,033
|
|
Cost of sales and merchandising revenues
|
621,972
|
|
|
698,781
|
|
||
Gross profit
|
86,682
|
|
|
98,252
|
|
||
Operating, administrative and general expenses
|
57,188
|
|
|
58,088
|
|
||
Interest expense
|
3,312
|
|
|
2,832
|
|
||
Equity in earnings (loss) of affiliates
|
—
|
|
|
5
|
|
||
Other income, net
|
1,093
|
|
|
1,917
|
|
||
Operating income
|
$
|
27,275
|
|
|
$
|
39,254
|
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Sales and merchandising revenues
|
$
|
164,794
|
|
|
$
|
156,426
|
|
Cost of sales and merchandising revenues
|
105,930
|
|
|
99,697
|
|
||
Gross profit
|
58,864
|
|
|
56,729
|
|
||
Operating, administrative and general expenses
|
18,201
|
|
|
16,217
|
|
||
Interest expense
|
5,544
|
|
|
4,807
|
|
||
Other income, net
|
7,666
|
|
|
7,136
|
|
||
Operating income
|
$
|
42,785
|
|
|
$
|
42,841
|
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Sales and merchandising revenues
|
$
|
140,512
|
|
|
$
|
131,026
|
|
Cost of sales and merchandising revenues
|
111,223
|
|
|
104,000
|
|
||
Gross profit
|
29,289
|
|
|
27,026
|
|
||
Operating, administrative and general expenses
|
23,998
|
|
|
24,361
|
|
||
Interest expense
|
1,237
|
|
|
1,233
|
|
||
Other income, net
|
690
|
|
|
784
|
|
||
Operating income
|
$
|
4,744
|
|
|
$
|
2,216
|
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Sales and merchandising revenues
|
$
|
140,706
|
|
|
$
|
150,964
|
|
Cost of sales and merchandising revenues
|
101,345
|
|
|
106,819
|
|
||
Gross profit
|
39,361
|
|
|
44,145
|
|
||
Operating, administrative and general expenses
|
46,707
|
|
|
47,874
|
|
||
Interest expense
|
689
|
|
|
776
|
|
||
Other income, net
|
501
|
|
|
554
|
|
||
Operating loss
|
$
|
(7,534
|
)
|
|
$
|
(3,951
|
)
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Sales and merchandising revenues
|
$
|
—
|
|
|
$
|
—
|
|
Cost of sales and merchandising revenues
|
—
|
|
|
—
|
|
||
Gross profit
|
—
|
|
|
—
|
|
||
Operating, administrative and general expenses
|
23,859
|
|
|
18,348
|
|
||
Interest expense
|
(527
|
)
|
|
(426
|
)
|
||
Equity in earnings of affiliates
|
—
|
|
|
—
|
|
||
Other income, net
|
2,407
|
|
|
1,733
|
|
||
Operating loss
|
$
|
(20,925
|
)
|
|
$
|
(16,189
|
)
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2012
|
|
2011
|
||||
Sales and merchandising revenues
|
$
|
3,293,632
|
|
|
$
|
2,849,358
|
|
Cost of sales and merchandising revenues
|
3,176,452
|
|
|
2,705,745
|
|
||
Gross profit
|
117,180
|
|
|
143,613
|
|
||
Operating, administrative and general expenses
|
73,037
|
|
|
69,258
|
|
||
Interest expense
|
12,174
|
|
|
13,277
|
|
||
Equity in earnings of affiliates
|
29,080
|
|
|
23,748
|
|
||
Other income, net
|
2,548
|
|
|
2,462
|
|
||
Operating income before noncontrolling interest
|
$
|
63,597
|
|
|
$
|
87,288
|
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2012
|
|
2011
|
||||
Sales and merchandising revenues
|
$
|
742,929
|
|
|
$
|
641,546
|
|
Cost of sales and merchandising revenues
|
728,256
|
|
|
626,524
|
|
||
Gross profit
|
14,673
|
|
|
15,022
|
|
||
Operating, administrative and general expenses
|
9,004
|
|
|
6,785
|
|
||
Interest expense
|
759
|
|
|
1,048
|
|
||
Equity in earnings of affiliates
|
(12,598
|
)
|
|
17,715
|
|
||
Other income, net
|
53
|
|
|
159
|
|
||
Income before income taxes
|
(7,635
|
)
|
|
25,063
|
|
||
Income attributable to noncontrolling interest
|
(3,915
|
)
|
|
1,719
|
|
||
Operating income
|
$
|
(3,720
|
)
|
|
$
|
23,344
|
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2012
|
|
2011
|
||||
Sales and merchandising revenues
|
$
|
797,033
|
|
|
$
|
690,631
|
|
Cost of sales and merchandising revenues
|
698,781
|
|
|
593,437
|
|
||
Gross profit
|
98,252
|
|
|
97,194
|
|
||
Operating, administrative and general expenses
|
58,088
|
|
|
56,101
|
|
||
Interest expense
|
2,832
|
|
|
3,517
|
|
||
Equity in earnings of affiliates
|
5
|
|
|
(13
|
)
|
||
Other income, net
|
1,917
|
|
|
704
|
|
||
Operating income
|
$
|
39,254
|
|
|
$
|
38,267
|
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2012
|
|
2011
|
||||
Sales and merchandising revenues
|
$
|
156,426
|
|
|
$
|
107,459
|
|
Cost of sales and merchandising revenues
|
99,697
|
|
|
82,709
|
|
||
Gross profit
|
56,729
|
|
|
24,750
|
|
||
Operating, administrative and general expenses
|
16,217
|
|
|
12,161
|
|
||
Interest expense
|
4,807
|
|
|
5,677
|
|
||
Other income, net
|
7,136
|
|
|
2,866
|
|
||
Operating income (loss)
|
$
|
42,841
|
|
|
$
|
9,778
|
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2012
|
|
2011
|
||||
Sales and merchandising revenues
|
$
|
131,026
|
|
|
$
|
129,716
|
|
Cost of sales and merchandising revenues
|
104,000
|
|
|
103,481
|
|
||
Gross profit
|
27,026
|
|
|
26,235
|
|
||
Operating, administrative and general expenses
|
24,361
|
|
|
23,734
|
|
||
Interest expense
|
1,233
|
|
|
1,381
|
|
||
Other income, net
|
784
|
|
|
880
|
|
||
Operating income
|
$
|
2,216
|
|
|
$
|
2,000
|
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2012
|
|
2011
|
||||
Sales and merchandising revenues
|
$
|
150,964
|
|
|
$
|
157,621
|
|
Cost of sales and merchandising revenues
|
106,819
|
|
|
111,583
|
|
||
Gross profit
|
44,145
|
|
|
46,038
|
|
||
Operating, administrative and general expenses
|
47,874
|
|
|
47,297
|
|
||
Interest expense
|
776
|
|
|
899
|
|
||
Other income, net
|
554
|
|
|
638
|
|
||
Operating loss
|
$
|
(3,951
|
)
|
|
$
|
(1,520
|
)
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2012
|
|
2011
|
||||
Sales and merchandising revenues
|
$
|
—
|
|
|
$
|
—
|
|
Cost of sales and merchandising revenues
|
—
|
|
|
—
|
|
||
Gross profit
|
—
|
|
|
—
|
|
||
Operating, administrative and general expenses
|
18,348
|
|
|
13,754
|
|
||
Interest expense
|
(426
|
)
|
|
(543
|
)
|
||
Equity in earnings of affiliates
|
—
|
|
|
—
|
|
||
Other income, net
|
1,733
|
|
|
213
|
|
||
Operating loss
|
$
|
(16,189
|
)
|
|
$
|
(12,998
|
)
|
(in thousands)
|
December 31,
2013
|
|
December 31,
2012
|
|
Variance
|
||||||
Current Assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
309,085
|
|
|
$
|
138,218
|
|
|
$
|
170,867
|
|
Restricted cash
|
408
|
|
|
398
|
|
|
10
|
|
|||
Accounts receivables, net
|
173,930
|
|
|
208,877
|
|
|
(34,947
|
)
|
|||
Inventories
|
614,923
|
|
|
776,677
|
|
|
(161,754
|
)
|
|||
Commodity derivative assets – current
|
71,319
|
|
|
103,105
|
|
|
(31,786
|
)
|
|||
Deferred income taxes
|
4,931
|
|
|
15,862
|
|
|
(10,931
|
)
|
|||
Other current assets
|
47,188
|
|
|
54,016
|
|
|
(6,828
|
)
|
|||
Total current assets
|
1,221,784
|
|
|
1,297,153
|
|
|
(75,369
|
)
|
|||
Current Liabilities:
|
|
|
|
|
|
||||||
Borrowing under short-term line of credit
|
—
|
|
|
24,219
|
|
|
(24,219
|
)
|
|||
Accounts payable for grain
|
592,183
|
|
|
582,653
|
|
|
9,530
|
|
|||
Other accounts payable
|
154,599
|
|
|
165,201
|
|
|
(10,602
|
)
|
|||
Customer prepayments and deferred revenue
|
59,304
|
|
|
105,410
|
|
|
(46,106
|
)
|
|||
Commodity derivative liabilities – current
|
63,954
|
|
|
33,277
|
|
|
30,677
|
|
|||
Accrued expenses and other current liabilities
|
70,295
|
|
|
66,902
|
|
|
3,393
|
|
|||
Current maturities of long-term debt
|
51,998
|
|
|
15,145
|
|
|
36,853
|
|
|||
Total current liabilities
|
992,333
|
|
|
992,807
|
|
|
(474
|
)
|
|||
Working capital
|
$
|
229,451
|
|
|
$
|
304,346
|
|
|
$
|
(74,895
|
)
|
|
Payments Due by Period
|
||||||||||||||
(in thousands)
|
Less than 1 year
|
1-3 years
|
3-5 years
|
After 5 years
|
Total
|
||||||||||
Long-term debt (a)
|
$
|
45,986
|
|
$
|
112,474
|
|
$
|
98,693
|
|
$
|
159,984
|
|
$
|
417,137
|
|
Long-term debt non-recourse (a)
|
6,012
|
|
4,063
|
|
—
|
|
—
|
|
10,075
|
|
|||||
Interest obligations (b)
|
16,902
|
|
23,942
|
|
15,913
|
|
32,709
|
|
89,466
|
|
|||||
Uncertain tax positions
|
202
|
|
489
|
|
145
|
|
—
|
|
836
|
|
|||||
Operating leases (c)
|
20,093
|
|
34,183
|
|
20,123
|
|
10,751
|
|
85,150
|
|
|||||
Purchase commitments (d)
|
1,027,742
|
|
126,556
|
|
—
|
|
—
|
|
1,154,298
|
|
|||||
Other long-term liabilities (e)
|
1,244
|
|
2,739
|
|
3,045
|
|
8,851
|
|
15,879
|
|
|||||
Total contractual cash obligations
|
$
|
1,118,181
|
|
$
|
304,446
|
|
$
|
137,919
|
|
$
|
212,295
|
|
$
|
1,772,841
|
|
|
December 31,
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Net commodity position
|
$
|
(455
|
)
|
|
$
|
2,941
|
|
Market risk
|
(46
|
)
|
|
294
|
|
|
December 31,
|
|||||
(in thousands)
|
2013
|
2012
|
||||
Fair value of long-term debt, including current maturities
|
$
|
426,246
|
|
$
|
459,433
|
|
Fair value in excess of carrying value
|
2,494
|
|
17,046
|
|
||
Market risk
|
6,298
|
|
7,447
|
|
Report of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP
|
|
Consolidated Statements of Income
|
|
Consolidated Statements of Comprehensive Income
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Cash Flows
|
|
Consolidated Statements of Equity
|
|
Notes to Consolidated Financial Statements
|
|
Consolidated Financial Statements of Lansing Trade Group, LLC and Subsidiaries
|
|
Schedule II - Consolidated Valuation and Qualifying Accounts
|
|
Year ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Sales and merchandising revenues
|
$
|
5,604,574
|
|
|
$
|
5,272,010
|
|
|
$
|
4,576,331
|
|
Cost of sales and merchandising revenues
|
5,239,349
|
|
|
4,914,005
|
|
|
4,223,479
|
|
|||
Gross profit
|
365,225
|
|
|
358,005
|
|
|
352,852
|
|
|||
Operating, administrative and general expenses
|
278,433
|
|
|
246,929
|
|
|
229,090
|
|
|||
Interest expense
|
20,860
|
|
|
22,155
|
|
|
25,256
|
|
|||
Other income:
|
|
|
|
|
|
||||||
Equity in earnings of affiliates, net
|
68,705
|
|
|
16,487
|
|
|
41,450
|
|
|||
Other income, net
|
14,876
|
|
|
14,725
|
|
|
7,922
|
|
|||
Income before income taxes
|
149,513
|
|
|
120,133
|
|
|
147,878
|
|
|||
Income tax provision
|
53,811
|
|
|
44,568
|
|
|
51,053
|
|
|||
Net income
|
95,702
|
|
|
75,565
|
|
|
96,825
|
|
|||
Net income (loss) attributable to the noncontrolling interests
|
5,763
|
|
|
(3,915
|
)
|
|
1,719
|
|
|||
Net income attributable to The Andersons, Inc.
|
$
|
89,939
|
|
|
$
|
79,480
|
|
|
$
|
95,106
|
|
Per common share:
|
|
|
|
|
|
||||||
Basic earnings attributable to The Andersons, Inc. common shareholders
|
$
|
3.20
|
|
|
$
|
2.85
|
|
|
$
|
3.42
|
|
Diluted earnings attributable to The Andersons, Inc. common shareholders
|
$
|
3.18
|
|
|
$
|
2.82
|
|
|
$
|
3.39
|
|
Dividends paid
|
$
|
0.4300
|
|
|
$
|
0.4000
|
|
|
$
|
0.2933
|
|
|
Year ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
95,702
|
|
|
$
|
75,565
|
|
|
$
|
96,825
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Increase (decrease) in estimated fair value of investment in debt securities (net of income tax of $3,208, ($1,162) and $1,710)
|
5,292
|
|
|
(1,978
|
)
|
|
2,860
|
|
|||
Change in unrecognized actuarial loss and prior service cost (net of income tax of ($10,439), $699 and $10,293)
|
18,641
|
|
|
(563
|
)
|
|
(17,120
|
)
|
|||
Cash flow hedge activity (net of income tax of ($238), ($66) and $21)
|
265
|
|
|
252
|
|
|
(31
|
)
|
|||
Other comprehensive income (loss)
|
24,198
|
|
|
(2,289
|
)
|
|
(14,291
|
)
|
|||
Comprehensive income
|
119,900
|
|
|
73,276
|
|
|
82,534
|
|
|||
Comprehensive income (loss) attributable to the noncontrolling interests
|
5,763
|
|
|
(3,915
|
)
|
|
1,719
|
|
|||
Comprehensive income attributable to The Andersons, Inc.
|
$
|
114,137
|
|
|
$
|
77,191
|
|
|
$
|
80,815
|
|
The Andersons, Inc.
Consolidated Balance Sheets
(In thousands)
|
|||||||
|
December 31,
2013 |
|
December 31,
2012 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
309,085
|
|
|
$
|
138,218
|
|
Restricted cash
|
408
|
|
|
398
|
|
||
Accounts receivable, less allowance for doubtful accounts of $4,992 in 2013; $4,883 in 2012
|
173,930
|
|
|
208,877
|
|
||
Inventories (Note 2)
|
614,923
|
|
|
776,677
|
|
||
Commodity derivative assets – current
|
71,319
|
|
|
103,105
|
|
||
Deferred income taxes
|
4,931
|
|
|
15,862
|
|
||
Other current assets
|
47,188
|
|
|
54,016
|
|
||
Total current assets
|
1,221,784
|
|
|
1,297,153
|
|
||
Other assets:
|
|
|
|
||||
Commodity derivative assets – noncurrent
|
246
|
|
|
1,906
|
|
||
Goodwill
|
58,554
|
|
|
54,387
|
|
||
Other assets, net
|
59,456
|
|
|
50,742
|
|
||
Pension assets
|
14,328
|
|
|
—
|
|
||
Equity method investments
|
291,109
|
|
|
190,908
|
|
||
|
423,693
|
|
|
297,943
|
|
||
Railcar assets leased to others, net (Note 3)
|
240,621
|
|
|
228,330
|
|
||
Property, plant and equipment, net (Note 3)
|
387,458
|
|
|
358,878
|
|
||
Total assets
|
$
|
2,273,556
|
|
|
$
|
2,182,304
|
|
The Andersons, Inc.
Consolidated Balance Sheets (continued)
(In thousands)
|
|||||||
|
December 31,
2013 |
|
December 31,
2012 |
||||
Liabilities and equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Borrowings under short-term line of credit
|
$
|
—
|
|
|
$
|
24,219
|
|
Accounts payable for grain
|
592,183
|
|
|
582,653
|
|
||
Other accounts payable
|
154,599
|
|
|
165,201
|
|
||
Customer prepayments and deferred revenue
|
59,304
|
|
|
105,410
|
|
||
Commodity derivative liabilities – current
|
63,954
|
|
|
33,277
|
|
||
Accrued expenses and other current liabilities
|
70,295
|
|
|
66,902
|
|
||
Current maturities of long-term debt (Note 10)
|
51,998
|
|
|
15,145
|
|
||
Total current liabilities
|
992,333
|
|
|
992,807
|
|
||
Other long-term liabilities
|
15,386
|
|
|
18,406
|
|
||
Commodity derivative liabilities – noncurrent
|
6,644
|
|
|
1,134
|
|
||
Employee benefit plan obligations
|
39,477
|
|
|
53,131
|
|
||
Long-term debt, less current maturities (Note 10)
|
375,213
|
|
|
427,243
|
|
||
Deferred income taxes
|
120,082
|
|
|
78,138
|
|
||
Total liabilities
|
1,549,135
|
|
|
1,570,859
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Common shares, without par value (42,000 shares authorized; 28,797 shares issued)
|
96
|
|
|
96
|
|
||
Preferred shares, without par value (1,000 shares authorized; none issued)
|
—
|
|
|
—
|
|
||
Additional paid-in-capital
|
184,380
|
|
|
181,627
|
|
||
Treasury shares, at cost (607 in 2013; 831 in 2012)
|
(10,222
|
)
|
|
(12,559
|
)
|
||
Accumulated other comprehensive loss
|
(21,181
|
)
|
|
(45,379
|
)
|
||
Retained earnings
|
548,401
|
|
|
470,628
|
|
||
Total shareholders’ equity of The Andersons, Inc.
|
701,474
|
|
|
594,413
|
|
||
Noncontrolling interests
|
22,947
|
|
|
17,032
|
|
||
Total equity
|
724,421
|
|
|
611,445
|
|
||
Total liabilities and equity
|
$
|
2,273,556
|
|
|
$
|
2,182,304
|
|
|
Year ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
95,702
|
|
|
$
|
75,565
|
|
|
96,825
|
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
55,307
|
|
|
48,977
|
|
|
40,837
|
|
|||
Bad debt expense
|
1,187
|
|
|
1,129
|
|
|
187
|
|
|||
Cash distributions (less than) in excess of income of unconsolidated affiliates
|
(50,953
|
)
|
|
8,134
|
|
|
(23,591
|
)
|
|||
Gains on sales of railcars and related leases
|
(19,366
|
)
|
|
(23,665
|
)
|
|
(8,417
|
)
|
|||
Excess tax benefit from share-based payment arrangement
|
(1,001
|
)
|
|
(162
|
)
|
|
(307
|
)
|
|||
Deferred income taxes
|
40,374
|
|
|
16,503
|
|
|
5,473
|
|
|||
Stock based compensation expense
|
4,339
|
|
|
3,990
|
|
|
4,071
|
|
|||
Lower of cost or market inventory and contract adjustment
|
—
|
|
|
262
|
|
|
3,142
|
|
|||
Impairment of property, plant and equipment
|
4,439
|
|
|
531
|
|
|
1,704
|
|
|||
Other
|
498
|
|
|
(672
|
)
|
|
254
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
35,446
|
|
|
(21,737
|
)
|
|
(15,708
|
)
|
|||
Inventories
|
162,443
|
|
|
122,428
|
|
|
(114,427
|
)
|
|||
Commodity derivatives
|
69,633
|
|
|
2,947
|
|
|
134,309
|
|
|||
Other assets
|
(4,926
|
)
|
|
(12,927
|
)
|
|
(1,104
|
)
|
|||
Accounts payable for grain
|
9,530
|
|
|
101,265
|
|
|
117,309
|
|
|||
Other accounts payable and accrued expenses
|
(65,464
|
)
|
|
5,914
|
|
|
49,708
|
|
|||
Net cash provided by operating activities
|
337,188
|
|
|
328,482
|
|
|
290,265
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Purchase of investments
|
—
|
|
|
(19,996
|
)
|
|
—
|
|
|||
Proceeds from redemption of investment
|
—
|
|
|
19,998
|
|
|
—
|
|
|||
Acquisition of businesses, net of cash acquired
|
(15,252
|
)
|
|
(220,257
|
)
|
|
(2,365
|
)
|
|||
Purchases of railcars
|
(92,584
|
)
|
|
(111,224
|
)
|
|
(64,161
|
)
|
|||
Proceeds from sale of railcars
|
97,232
|
|
|
90,827
|
|
|
30,398
|
|
|||
Purchases of property, plant and equipment
|
(46,786
|
)
|
|
(69,274
|
)
|
|
(44,162
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
390
|
|
|
1,116
|
|
|
931
|
|
|||
Investments in affiliates
|
(49,251
|
)
|
|
—
|
|
|
(121
|
)
|
|||
Change in restricted cash
|
(10
|
)
|
|
18,253
|
|
|
(6,517
|
)
|
|||
Net cash used in investing activities
|
(106,261
|
)
|
|
(290,557
|
)
|
|
(85,997
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Net change in short-term borrowings
|
(24,219
|
)
|
|
(47,281
|
)
|
|
(169,600
|
)
|
|||
Proceeds from issuance of long-term debt
|
68,003
|
|
|
275,346
|
|
|
73,752
|
|
|||
Payments of long-term debt
|
(94,752
|
)
|
|
(143,943
|
)
|
|
(104,008
|
)
|
|||
Proceeds from minority investor
|
—
|
|
|
6,100
|
|
|
—
|
|
|||
Proceeds from sale of treasury shares to employees and directors
|
1,939
|
|
|
1,322
|
|
|
815
|
|
|||
Payments of debt issuance costs
|
(46
|
)
|
|
(637
|
)
|
|
(3,170
|
)
|
|||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
(3,040
|
)
|
|||
Dividends paid
|
(11,986
|
)
|
|
(11,166
|
)
|
|
(8,153
|
)
|
|||
Excess tax benefit from share-based payment arrangement
|
1,001
|
|
|
162
|
|
|
307
|
|
|||
Net cash provided by (used in) financing activities
|
(60,060
|
)
|
|
79,903
|
|
|
(213,097
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
170,867
|
|
|
117,828
|
|
|
(8,829
|
)
|
|||
Cash and cash equivalents at beginning of year
|
138,218
|
|
|
20,390
|
|
|
29,219
|
|
|||
Cash and cash equivalents at end of year
|
$
|
309,085
|
|
|
$
|
138,218
|
|
|
$
|
20,390
|
|
|
Year ended December 31,
|
||||||||
|
2013
|
|
2012
|
|
2011
|
||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||||
Capital projects incurred but not yet paid
|
$
|
3,870
|
|
|
2,876
|
|
|
—
|
|
Purchase of a productive asset through seller-financing
|
14,694
|
|
|
10,498
|
|
|
—
|
|
|
Outstanding payment for acquisition of business
|
128
|
|
|
3,345
|
|
|
—
|
|
|
The Andersons, Inc. Shareholders’ Equity
|
||||||||||||||||||||||||||
|
Common
Shares
|
|
Additional
Paid-in
Capital
|
|
Treasury
Shares
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
|
|
Noncontrolling
Interests
|
|
Total
|
||||||||||||||
Balance at January 1, 2011
|
$
|
96
|
|
|
$
|
177,875
|
|
|
$
|
(14,058
|
)
|
|
$
|
(28,799
|
)
|
|
$
|
316,317
|
|
|
$
|
13,128
|
|
|
$
|
464,559
|
|
Net income
|
|
|
|
|
|
|
|
|
95,106
|
|
|
1,719
|
|
|
96,825
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
(14,291
|
)
|
|
|
|
|
|
(14,291
|
)
|
||||||||||||
Purchase of treasury shares (128 shares)
|
|
|
|
|
(3,039
|
)
|
|
|
|
|
|
|
|
(3,039
|
)
|
||||||||||||
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $1,197 (225 shares)
|
|
|
1,588
|
|
|
2,100
|
|
|
|
|
|
|
|
|
3,688
|
|
|||||||||||
Dividends declared ($0.321 per common share)
|
|
|
|
|
|
|
|
|
(8,900
|
)
|
|
|
|
(8,900
|
)
|
||||||||||||
Balance at December 31, 2011
|
96
|
|
|
179,463
|
|
|
(14,997
|
)
|
|
(43,090
|
)
|
|
402,523
|
|
|
14,847
|
|
|
538,842
|
|
|||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
79,480
|
|
|
(3,915
|
)
|
|
75,565
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
(2,289
|
)
|
|
|
|
|
|
(2,289
|
)
|
||||||||||||
Proceeds received from minority investor
|
|
|
|
|
|
|
|
|
|
|
6,100
|
|
|
6,100
|
|
||||||||||||
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $710 (215 shares)
|
|
|
2,164
|
|
|
2,438
|
|
|
|
|
|
|
|
|
4,602
|
|
|||||||||||
Dividends declared ($0.400 per common share)
|
|
|
|
|
|
|
|
|
(11,375
|
)
|
|
|
|
(11,375
|
)
|
||||||||||||
Balance at December 31, 2012
|
96
|
|
|
181,627
|
|
|
(12,559
|
)
|
|
(45,379
|
)
|
|
470,628
|
|
|
17,032
|
|
|
611,445
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
89,939
|
|
|
5,763
|
|
|
95,702
|
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
|
24,198
|
|
|
|
|
|
|
24,198
|
|
||||||||||||
Proceeds received from minority investor
|
|
|
|
|
|
|
|
|
|
|
152
|
|
|
152
|
|
||||||||||||
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $1,243 (224 shares)
|
|
|
2,698
|
|
|
2,337
|
|
|
|
|
|
|
|
|
5,035
|
|
|||||||||||
Dividends declared ($0.430 per common share)
|
|
|
|
|
|
|
|
|
(12,111
|
)
|
|
|
|
(12,111
|
)
|
||||||||||||
Performance share unit dividends equivalents
|
|
|
55
|
|
|
|
|
|
|
(55
|
)
|
|
|
|
—
|
|
|||||||||||
Balance at December 31, 2013
|
$
|
96
|
|
|
$
|
184,380
|
|
|
$
|
(10,222
|
)
|
|
$
|
(21,181
|
)
|
|
$
|
548,401
|
|
|
$
|
22,947
|
|
|
$
|
724,421
|
|
|
December 31,
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Grain
|
$
|
432,893
|
|
|
$
|
598,729
|
|
Ethanol and by-products
|
14,453
|
|
|
22,927
|
|
||
Agricultural fertilizer and supplies
|
100,593
|
|
|
88,429
|
|
||
Lawn fertilizer and corncob products
|
39,960
|
|
|
37,292
|
|
||
Retail merchandise
|
22,505
|
|
|
25,368
|
|
||
Railcar repair parts
|
4,312
|
|
|
3,764
|
|
||
Other
|
207
|
|
|
168
|
|
||
|
$
|
614,923
|
|
|
$
|
776,677
|
|
|
December 31,
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Land
|
$
|
21,801
|
|
|
$
|
22,258
|
|
Land improvements and leasehold improvements
|
67,153
|
|
|
63,013
|
|
||
Buildings and storage facilities
|
231,976
|
|
|
214,919
|
|
||
Machinery and equipment
|
308,215
|
|
|
287,896
|
|
||
Software
|
13,351
|
|
|
12,901
|
|
||
Construction in progress
|
48,135
|
|
|
34,965
|
|
||
|
690,631
|
|
|
635,952
|
|
||
Less: accumulated depreciation and amortization
|
303,173
|
|
|
277,074
|
|
||
|
$
|
387,458
|
|
|
$
|
358,878
|
|
|
December 31,
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Railcar assets leased to others
|
$
|
317,750
|
|
|
$
|
310,614
|
|
Less: accumulated depreciation
|
77,129
|
|
|
82,284
|
|
||
|
$
|
240,621
|
|
|
$
|
228,330
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
(in thousands)
|
Net
derivative
asset
position
|
|
Net
derivative
liability
position
|
|
Net
derivative
asset
position
|
|
Net
derivative
liability
position
|
||||||||
Collateral paid (received)
|
$
|
15,480
|
|
|
$
|
—
|
|
|
$
|
(13,772
|
)
|
|
$
|
—
|
|
Fair value of derivatives
|
31,055
|
|
|
—
|
|
|
61,247
|
|
|
—
|
|
||||
Balance at end of period
|
$
|
46,535
|
|
|
$
|
—
|
|
|
$
|
47,475
|
|
|
$
|
—
|
|
|
December 31, 2013
|
||||||||||||||||||
(in thousands)
|
Commodity derivative assets - current
|
|
Commodity derivative assets - noncurrent
|
|
Commodity derivative liabilities - current
|
|
Commodity derivative liabilities - noncurrent
|
|
Total
|
||||||||||
Commodity derivative assets
|
$
|
69,289
|
|
|
$
|
246
|
|
|
$
|
1,286
|
|
|
$
|
49
|
|
|
$
|
70,870
|
|
Commodity derivative liabilities
|
(13,450
|
)
|
|
—
|
|
|
(65,240
|
)
|
|
(6,693
|
)
|
|
(85,383
|
)
|
|||||
Cash collateral
|
15,480
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,480
|
|
|||||
Balance sheet line item totals
|
$
|
71,319
|
|
|
$
|
246
|
|
|
$
|
(63,954
|
)
|
|
$
|
(6,644
|
)
|
|
$
|
967
|
|
|
December 31, 2012
|
||||||||||||||||||
(in thousands)
|
Commodity derivative assets - current
|
|
Commodity derivative assets - noncurrent
|
|
Commodity derivative liabilities - current
|
|
Commodity derivative liabilities - noncurrent
|
|
Total
|
||||||||||
Commodity derivative assets
|
$
|
137,119
|
|
|
$
|
2,059
|
|
|
$
|
5,233
|
|
|
$
|
130
|
|
|
$
|
144,541
|
|
Commodity derivative liabilities
|
(20,242
|
)
|
|
(153
|
)
|
|
(38,510
|
)
|
|
(1,264
|
)
|
|
(60,169
|
)
|
|||||
Cash collateral
|
(13,772
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,772
|
)
|
|||||
Balance sheet line item totals
|
$
|
103,105
|
|
|
$
|
1,906
|
|
|
$
|
(33,277
|
)
|
|
$
|
(1,134
|
)
|
|
$
|
70,600
|
|
|
December 31,
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Gains on commodity derivatives included in sales and merchandising revenues
|
$
|
138,787
|
|
|
$
|
40,214
|
|
|
December 31, 2013
|
||||||||||
Commodity
|
Number of bushels
(in thousands)
|
|
Number of gallons
(in thousands)
|
|
Number of pounds
(in thousands)
|
|
Number of tons
(in thousands)
|
||||
Non-exchange traded:
|
|
|
|
|
|
|
|
||||
Corn
|
185,978
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Soybeans
|
18,047
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wheat
|
11,485
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Oats
|
27,939
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ethanol
|
—
|
|
|
179,212
|
|
|
—
|
|
|
—
|
|
Corn oil
|
—
|
|
|
—
|
|
|
25,911
|
|
|
—
|
|
Other
|
81
|
|
|
—
|
|
|
—
|
|
|
89
|
|
Subtotal
|
243,530
|
|
|
179,212
|
|
|
25,911
|
|
|
89
|
|
Exchange traded:
|
|
|
|
|
|
|
|
||||
Corn
|
124,420
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Soybeans
|
11,030
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wheat
|
23,980
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Oats
|
6,820
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ethanol
|
—
|
|
|
21,630
|
|
|
—
|
|
|
—
|
|
Subtotal
|
166,250
|
|
|
21,630
|
|
|
—
|
|
|
—
|
|
Total
|
409,780
|
|
|
200,842
|
|
|
25,911
|
|
|
89
|
|
|
December 31, 2012
|
||||||||||
Commodity
|
Number of bushels
(in thousands)
|
|
Number of gallons
(in thousands)
|
|
Number of pounds
(in thousands)
|
|
Number of tons
(in thousands)
|
||||
Non-exchange traded:
|
|
|
|
|
|
|
|
||||
Corn
|
224,019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Soybeans
|
14,455
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wheat
|
19,407
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Oats
|
8,113
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ethanol
|
—
|
|
|
76,099
|
|
|
—
|
|
|
—
|
|
Corn oil
|
—
|
|
|
—
|
|
|
11,082
|
|
|
—
|
|
Other
|
27
|
|
|
—
|
|
|
—
|
|
|
72
|
|
Subtotal
|
266,021
|
|
|
76,099
|
|
|
11,082
|
|
|
72
|
|
Exchange traded:
|
|
|
|
|
|
|
|
||||
Corn
|
106,305
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Soybeans
|
8,820
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wheat
|
41,125
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Oats
|
4,345
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Bean oil
|
—
|
|
|
—
|
|
|
48,000
|
|
|
—
|
|
Ethanol
|
—
|
|
|
3,795
|
|
|
—
|
|
|
—
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Subtotal
|
160,595
|
|
|
3,795
|
|
|
48,000
|
|
|
1
|
|
Total
|
426,616
|
|
|
79,894
|
|
|
59,082
|
|
|
73
|
|
Interest Rate
Hedging
Instrument
|
Year Entered
|
|
Year of Maturity
|
|
Initial Notional Amount
(in millions)
|
|
Hedged Item
|
|
Interest
Rate
|
||
|
|
|
|
|
|
|
|
|
|
||
Short-term
|
|
|
|
|
|
|
|
|
|
||
Caps
|
2012
|
|
2014
|
|
$
|
40.0
|
|
|
Interest rate component of debt - not accounted for as a hedge
|
|
0.8% to 1.4%
|
|
|
|
|
|
|
|
|
|
|
||
Long-term
|
|
|
|
|
|
|
|
|
|
||
Swap
|
2006
|
|
2016
|
|
$
|
4.0
|
|
|
Interest rate component of an operating lease - not accounted for as a hedge
|
|
5.2%
|
Swap
|
2006
|
|
2016
|
|
$
|
14.0
|
|
|
Interest rate component of debt - accounted for as cash flow hedge
|
|
6.0%
|
Swap
|
2012
|
|
2023
|
|
$
|
23.0
|
|
|
Interest rate component of debt - not accounted for as a hedge
|
|
4.4%
|
Cap
|
2012
|
|
2015
|
|
$
|
10.0
|
|
|
Interest rate component of debt - not accounted for as a hedge
|
|
0.9%
|
Cap
|
2012
|
|
2016
|
|
$
|
10.0
|
|
|
Interest rate component of debt - not accounted for as a hedge
|
|
1.5%
|
Cap
|
2013
|
|
2021
|
|
$
|
20.0
|
|
|
Interest rate component of debt - not accounted for as a hedge
|
|
0.8%
|
Collar
|
2013
|
|
2021
|
|
$
|
40.0
|
|
|
Interest rate component of debt - not accounted for as a hedge
|
|
2.9% to 4.8%
|
|
December 31,
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Derivatives not designated as hedging instruments
|
|
|
|
||||
Interest rate contracts included in other assets
|
$
|
1,179
|
|
|
$
|
23
|
|
Interest rate contracts included in other long term liabilities
|
(302
|
)
|
|
(592
|
)
|
||
Total fair value of interest rate derivatives not designated as hedging instruments
|
$
|
877
|
|
|
$
|
(569
|
)
|
Derivatives designated as hedging instruments
|
|
|
|
||||
Interest rate contract included in other long term liabilities
|
(1,036
|
)
|
|
(1,540
|
)
|
||
Total fair value of interest rate derivatives designated as hedging instruments
|
$
|
(1,036
|
)
|
|
$
|
(1,540
|
)
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Interest expense
|
$
|
1,409
|
|
|
$
|
(350
|
)
|
(in thousands except per common share data)
|
Year ended December 31,
|
||||||||||
2013
|
|
2012
|
|
2011
|
|||||||
Net income attributable to The Andersons, Inc.
|
$
|
89,939
|
|
|
$
|
79,480
|
|
|
$
|
95,106
|
|
Less: Distributed and undistributed earnings allocated to nonvested restricted stock
|
357
|
|
|
389
|
|
|
369
|
|
|||
Earnings available to common shareholders
|
$
|
89,582
|
|
|
$
|
79,091
|
|
|
$
|
94,737
|
|
Earnings per share – basic:
|
|
|
|
|
|
||||||
Weighted average shares outstanding – basic
|
27,986
|
|
|
27,784
|
|
|
27,686
|
|
|||
Earnings per common share – basic
|
$
|
3.20
|
|
|
$
|
2.85
|
|
|
$
|
3.42
|
|
Earnings per share – diluted:
|
|
|
|
|
|
||||||
Weighted average shares outstanding – basic
|
27,986
|
|
|
27,784
|
|
|
27,686
|
|
|||
Effect of dilutive awards
|
200
|
|
|
255
|
|
|
243
|
|
|||
Weighted average shares outstanding – diluted
|
28,186
|
|
|
28,039
|
|
|
27,929
|
|
|||
Earnings per common share – diluted
|
$
|
3.18
|
|
|
$
|
2.82
|
|
|
$
|
3.39
|
|
(in thousands)
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||||||||||
Change in benefit obligation
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Benefit obligation at beginning of year
|
$
|
117,890
|
|
|
$
|
109,976
|
|
|
$
|
36,054
|
|
|
$
|
31,558
|
|
Service cost
|
—
|
|
|
—
|
|
|
841
|
|
|
752
|
|
||||
Interest cost
|
4,227
|
|
|
4,496
|
|
|
1,366
|
|
|
1,319
|
|
||||
Actuarial (gains) losses
|
(15,393
|
)
|
|
5,560
|
|
|
(4,359
|
)
|
|
2,969
|
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
514
|
|
|
487
|
|
||||
Retiree drug subsidy received
|
—
|
|
|
—
|
|
|
61
|
|
|
168
|
|
||||
Benefits paid
|
(3,112
|
)
|
|
(2,142
|
)
|
|
(1,094
|
)
|
|
(1,199
|
)
|
||||
Benefit obligation at end of year
|
$
|
103,612
|
|
|
$
|
117,890
|
|
|
$
|
33,383
|
|
|
$
|
36,054
|
|
(in thousands)
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||||||||||
Change in plan assets
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
99,857
|
|
|
$
|
87,605
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual gains on plan assets
|
12,487
|
|
|
11,178
|
|
|
—
|
|
|
—
|
|
||||
Company contributions
|
1,630
|
|
|
3,216
|
|
|
580
|
|
|
712
|
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
514
|
|
|
487
|
|
||||
Benefits paid
|
(3,112
|
)
|
|
(2,142
|
)
|
|
(1,094
|
)
|
|
(1,199
|
)
|
||||
Fair value of plan assets at end of year
|
$
|
110,862
|
|
|
$
|
99,857
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Over (under) funded status of plans at end of year
|
$
|
7,250
|
|
|
$
|
(18,033
|
)
|
|
$
|
(33,383
|
)
|
|
$
|
(36,054
|
)
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Accrued expenses
|
$
|
(254
|
)
|
|
$
|
(202
|
)
|
|
$
|
(1,244
|
)
|
|
$
|
(1,241
|
)
|
Employee benefit plan assets
|
14,328
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Employee benefit plan obligations
|
(6,824
|
)
|
|
(17,831
|
)
|
|
(32,139
|
)
|
|
(34,813
|
)
|
||||
Net amount recognized
|
$
|
7,250
|
|
|
$
|
(18,033
|
)
|
|
$
|
(33,383
|
)
|
|
$
|
(36,054
|
)
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||||||||||
(in thousands)
|
Unamortized Actuarial Net Losses
|
|
Unamortized Prior Service Costs
|
|
Unamortized Actuarial Net Losses
|
|
Unamortized Prior Service Costs
|
||||||||
Balance at beginning of year
|
$
|
59,941
|
|
|
$
|
—
|
|
|
$
|
17,570
|
|
|
$
|
(1,984
|
)
|
Amounts arising during the period
|
(20,875
|
)
|
|
—
|
|
|
(4,359
|
)
|
|
—
|
|
||||
Amounts recognized as a component of net periodic benefit cost
|
(1,530
|
)
|
|
—
|
|
|
(1,473
|
)
|
|
543
|
|
||||
Balance at end of year
|
$
|
37,536
|
|
|
$
|
—
|
|
|
$
|
11,738
|
|
|
$
|
(1,441
|
)
|
(in thousands)
|
Pension
|
|
Postretirement
|
|
Total
|
||||||
Prior service cost
|
$
|
—
|
|
|
$
|
(543
|
)
|
|
$
|
(543
|
)
|
Net actuarial loss
|
1,530
|
|
|
1,473
|
|
|
3,003
|
|
|
December 31,
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Projected benefit obligation
|
$
|
7,078
|
|
|
$
|
117,890
|
|
Accumulated benefit obligation
|
$
|
7,078
|
|
|
$
|
117,890
|
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||||||||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
841
|
|
|
$
|
752
|
|
|
$
|
555
|
|
Interest cost
|
4,227
|
|
|
4,496
|
|
|
4,578
|
|
|
1,366
|
|
|
1,319
|
|
|
1,285
|
|
||||||
Expected return on plan assets
|
(7,005
|
)
|
|
(6,145
|
)
|
|
(6,236
|
)
|
|
(543
|
)
|
|
(543
|
)
|
|
(543
|
)
|
||||||
Recognized net actuarial loss
|
1,530
|
|
|
1,497
|
|
|
940
|
|
|
1,473
|
|
|
1,280
|
|
|
901
|
|
||||||
Benefit cost (income)
|
$
|
(1,248
|
)
|
|
$
|
(152
|
)
|
|
$
|
(718
|
)
|
|
$
|
3,137
|
|
|
$
|
2,808
|
|
|
$
|
2,198
|
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||
Used to Determine Benefit Obligations at Measurement Date
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate (a)
|
4.7
|
%
|
|
3.8
|
%
|
|
4.3
|
%
|
|
4.8
|
%
|
|
3.9
|
%
|
|
4.3
|
%
|
Used to Determine Net Periodic Benefit Cost for Years ended December 31
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate (b)
|
3.8
|
%
|
|
4.3
|
%
|
|
5.2
|
%
|
|
3.9
|
%
|
|
4.3
|
%
|
|
5.3
|
%
|
Expected long-term return on plan assets
|
7.25
|
%
|
|
7.25
|
%
|
|
7.75
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Rate of compensation increases
|
N/A
|
|
|
N/A
|
|
|
3.5
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
(a)
|
In 2013, 2012 and 2011, the calculated discount rate for the unfunded pension plan was different than the defined benefit pension plan. The calculated rate for the supplemental employee retirement plan was
2.90%
,
2.10%
and
3.20%
in 2013, 2012 and 2011, respectively.
|
(b)
|
In 2013, 2012 and 2011, the calculated discount rate for the unfunded pension plan was different than the defined benefit pension plan. The calculated rate for the supplemental employee retirement plan was
2.10%
,
3.20%
and
4.20%
in 2013, 2012 and 2011, respectively.
|
Assumed Health Care Cost Trend Rates at Beginning of Year
|
|
|
|
||
|
2013
|
|
2012
|
||
Health care cost trend rate assumed for next year
|
6.5
|
%
|
|
7
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
5.0
|
%
|
|
5.0
|
%
|
Year that the rate reaches the ultimate trend rate
|
2017
|
|
|
2017
|
|
|
One-Percentage-Point
|
||||||
(in thousands)
|
Increase
|
|
Decrease
|
||||
Effect on total service and interest cost components in 2013
|
$
|
—
|
|
|
$
|
—
|
|
Effect on postretirement benefit obligation as of December 31, 2013
|
(116
|
)
|
|
101
|
|
Asset Category
|
2013
|
|
2012
|
||
Equity securities
|
51
|
%
|
|
54
|
%
|
Fixed income securities
|
48
|
%
|
|
45
|
%
|
Cash and equivalents
|
1
|
%
|
|
1
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
ensure superior long-term capital growth and capital preservation;
|
•
|
reduce the level of the unfunded accrued liability in the plan; and
|
•
|
offset the impact of inflation.
|
|
Percentage of Total Portfolio Market Value
|
||||||
|
Minimum
|
|
Maximum
|
|
Single Security
|
||
Equity based
|
30
|
%
|
|
70
|
%
|
|
<5%
|
Fixed income based
|
20
|
%
|
|
70
|
%
|
|
<5%
|
Cash and equivalents
|
1
|
%
|
|
5
|
%
|
|
<5%
|
Alternative investments
|
—
|
%
|
|
20
|
%
|
|
<5%
|
(in thousands)
|
December 31, 2013
|
||||||||||||||
Assets
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Mutual funds
|
$
|
15,898
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,898
|
|
Money market fund
|
—
|
|
|
987
|
|
|
—
|
|
|
987
|
|
||||
Equity funds
|
—
|
|
|
40,702
|
|
|
—
|
|
|
40,702
|
|
||||
Fixed income funds
|
—
|
|
|
53,275
|
|
|
—
|
|
|
53,275
|
|
||||
Total
|
$
|
15,898
|
|
|
$
|
94,964
|
|
|
$
|
—
|
|
|
$
|
110,862
|
|
(in thousands)
|
December 31, 2012
|
||||||||||||||
Assets
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Mutual funds
|
$
|
12,909
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,909
|
|
Money market fund
|
—
|
|
|
779
|
|
|
—
|
|
|
779
|
|
||||
Equity funds
|
—
|
|
|
40,807
|
|
|
—
|
|
|
40,807
|
|
||||
Fixed income funds
|
—
|
|
|
45,362
|
|
|
—
|
|
|
45,362
|
|
||||
Total
|
$
|
12,909
|
|
|
$
|
86,948
|
|
|
$
|
—
|
|
|
$
|
99,857
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues from external customers
|
|
|
|
|
|
||||||
Grain
|
$
|
3,617,943
|
|
|
$
|
3,293,632
|
|
|
$
|
2,849,358
|
|
Ethanol
|
831,965
|
|
|
742,929
|
|
|
641,546
|
|
|||
Plant Nutrient
|
708,654
|
|
|
797,033
|
|
|
690,631
|
|
|||
Rail
|
164,794
|
|
|
156,426
|
|
|
107,459
|
|
|||
Turf & Specialty
|
140,512
|
|
|
131,026
|
|
|
129,716
|
|
|||
Retail
|
140,706
|
|
|
150,964
|
|
|
157,621
|
|
|||
Total
|
$
|
5,604,574
|
|
|
$
|
5,272,010
|
|
|
$
|
4,576,331
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Inter-segment sales
|
|
|
|
|
|
||||||
Grain
|
$
|
1
|
|
|
$
|
409
|
|
|
$
|
2
|
|
Plant Nutrient
|
17,537
|
|
|
16,135
|
|
|
16,527
|
|
|||
Rail
|
427
|
|
|
622
|
|
|
593
|
|
|||
Turf & Specialty
|
2,255
|
|
|
2,350
|
|
|
2,062
|
|
|||
Total
|
$
|
20,220
|
|
|
$
|
19,516
|
|
|
$
|
19,184
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Interest expense (income)
|
|
|
|
|
|
||||||
Grain
|
$
|
9,567
|
|
|
$
|
12,174
|
|
|
$
|
13,277
|
|
Ethanol
|
1,038
|
|
|
759
|
|
|
1,048
|
|
|||
Plant Nutrient
|
3,312
|
|
|
2,832
|
|
|
3,517
|
|
|||
Rail
|
5,544
|
|
|
4,807
|
|
|
5,677
|
|
|||
Turf & Specialty
|
1,237
|
|
|
1,233
|
|
|
1,381
|
|
|||
Retail
|
689
|
|
|
776
|
|
|
899
|
|
|||
Other
|
(527
|
)
|
|
(426
|
)
|
|
(543
|
)
|
|||
Total
|
$
|
20,860
|
|
|
$
|
22,155
|
|
|
$
|
25,256
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Equity in earnings (loss) of affiliates
|
|
|
|
|
|
||||||
Grain
|
$
|
33,122
|
|
|
$
|
29,080
|
|
|
$
|
23,748
|
|
Ethanol
|
35,583
|
|
|
(12,598
|
)
|
|
17,715
|
|
|||
Plant Nutrient
|
—
|
|
|
5
|
|
|
(13
|
)
|
|||
Total
|
$
|
68,705
|
|
|
$
|
16,487
|
|
|
$
|
41,450
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Income (loss) before income taxes
|
|
|
|
|
|
||||||
Grain
|
$
|
46,805
|
|
|
$
|
63,597
|
|
|
$
|
87,288
|
|
Ethanol
|
50,600
|
|
|
(3,720
|
)
|
|
23,344
|
|
|||
Plant Nutrient
|
27,275
|
|
|
39,254
|
|
|
38,267
|
|
|||
Rail
|
42,785
|
|
|
42,841
|
|
|
9,778
|
|
|||
Turf & Specialty
|
4,744
|
|
|
2,216
|
|
|
2,000
|
|
|||
Retail
|
(7,534
|
)
|
|
(3,951
|
)
|
|
(1,520
|
)
|
|||
Other
|
(20,925
|
)
|
|
(16,189
|
)
|
|
(12,998
|
)
|
|||
Noncontrolling interests
|
5,763
|
|
|
(3,915
|
)
|
|
1,719
|
|
|||
Total
|
$
|
149,513
|
|
|
$
|
120,133
|
|
|
$
|
147,878
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Identifiable assets
|
|
|
|
|
|
||||||
Grain (a)
|
$
|
921,914
|
|
|
$
|
1,076,986
|
|
|
$
|
883,395
|
|
Ethanol (b)
|
229,797
|
|
|
206,975
|
|
|
148,975
|
|
|||
Plant Nutrient (b)
|
268,238
|
|
|
257,980
|
|
|
240,543
|
|
|||
Rail (b)
|
312,654
|
|
|
289,467
|
|
|
246,188
|
|
|||
Turf & Specialty (b)
|
89,939
|
|
|
82,683
|
|
|
69,487
|
|
|||
Retail (c)
|
44,910
|
|
|
51,772
|
|
|
52,018
|
|
|||
Other (d)
|
406,104
|
|
|
216,441
|
|
|
93,517
|
|
|||
Total
|
$
|
2,273,556
|
|
|
$
|
2,182,304
|
|
|
$
|
1,734,123
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Capital expenditures
|
|
|
|
|
|
||||||
Grain
|
$
|
8,535
|
|
|
$
|
30,178
|
|
|
$
|
24,284
|
|
Ethanol
|
4,052
|
|
|
1,966
|
|
|
—
|
|
|||
Plant Nutrient
|
17,094
|
|
|
18,038
|
|
|
13,296
|
|
|||
Rail
|
4,135
|
|
|
3,896
|
|
|
1,478
|
|
|||
Turf & Specialty
|
6,563
|
|
|
5,043
|
|
|
2,089
|
|
|||
Retail
|
2,944
|
|
|
2,794
|
|
|
1,230
|
|
|||
Other
|
3,463
|
|
|
7,102
|
|
|
1,785
|
|
|||
Total
|
$
|
46,786
|
|
|
$
|
69,017
|
|
|
$
|
44,162
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Acquisition of businesses, net of cash acquired and investments in affiliates
|
|
|
|
|
|
||||||
Grain
|
$
|
51,544
|
|
|
$
|
116,888
|
|
|
$
|
—
|
|
Ethanol
|
—
|
|
|
77,400
|
|
|
—
|
|
|||
Plant Nutrient
|
—
|
|
|
15,286
|
|
|
2,386
|
|
|||
Rail
|
7,804
|
|
|
—
|
|
|
—
|
|
|||
Turf & Specialty
|
4,103
|
|
|
10,683
|
|
|
—
|
|
|||
Other
|
1,050
|
|
|
—
|
|
|
100
|
|
|||
Total
|
$
|
64,501
|
|
|
$
|
220,257
|
|
|
$
|
2,486
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Depreciation and amortization
|
|
|
|
|
|
||||||
Grain (e)
|
$
|
15,620
|
|
|
$
|
9,554
|
|
|
$
|
9,625
|
|
Ethanol (f)
|
5,909
|
|
|
5,003
|
|
|
382
|
|
|||
Plant Nutrient
|
14,143
|
|
|
12,014
|
|
|
9,913
|
|
|||
Rail
|
12,031
|
|
|
15,929
|
|
|
14,780
|
|
|||
Turf & Specialty
|
3,070
|
|
|
2,117
|
|
|
1,801
|
|
|||
Retail
|
3,119
|
|
|
3,002
|
|
|
2,770
|
|
|||
Other
|
1,415
|
|
|
1,358
|
|
|
1,566
|
|
|||
Total
|
$
|
55,307
|
|
|
$
|
48,977
|
|
|
$
|
40,837
|
|
|
December 31,
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Sales
|
$
|
10,232,395
|
|
|
$
|
8,080,741
|
|
|
$
|
6,935,755
|
|
Gross profit
|
305,016
|
|
|
130,241
|
|
|
165,793
|
|
|||
Income from continuing operations
|
148,583
|
|
|
34,161
|
|
|
90,510
|
|
|||
Net income
|
144,699
|
|
|
32,451
|
|
|
87,673
|
|
|||
|
|
|
|
|
|
||||||
Current assets
|
1,406,200
|
|
|
1,266,311
|
|
|
|
||||
Non-current assets
|
508,319
|
|
|
326,776
|
|
|
|
||||
Current liabilities
|
1,040,762
|
|
|
1,062,181
|
|
|
|
||||
Non-current liabilities
|
244,910
|
|
|
123,991
|
|
|
|
||||
Noncontrolling interests
|
20,118
|
|
|
22,745
|
|
|
|
|
December 31,
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
The Andersons Albion Ethanol LLC
|
$
|
40,194
|
|
|
$
|
30,227
|
|
The Andersons Clymers Ethanol LLC
|
44,418
|
|
|
33,119
|
|
||
The Andersons Marathon Ethanol LLC
|
46,811
|
|
|
32,996
|
|
||
Lansing Trade Group, LLC
|
106,028
|
|
|
92,094
|
|
||
Thompsons Limited (a)
|
49,833
|
|
|
—
|
|
||
Other
|
3,825
|
|
|
2,472
|
|
||
Total
|
$
|
291,109
|
|
|
$
|
190,908
|
|
(a)
|
Thompsons Limited and related U.S. operating company held by joint ventures
|
|
% ownership at
December 31, 2013 (direct and indirect) |
|
December 31,
|
||||||||||
(in thousands)
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
The Andersons Albion Ethanol LLC
|
53%
|
|
$
|
10,469
|
|
|
$
|
(497
|
)
|
|
$
|
5,285
|
|
The Andersons Clymers Ethanol LLC
|
38%
|
|
11,299
|
|
|
(3,828
|
)
|
|
4,341
|
|
|||
The Andersons Marathon Ethanol LLC
|
50%
|
|
13,815
|
|
|
(8,273
|
)
|
|
8,089
|
|
|||
Lansing Trade Group, LLC
|
49% (a)
|
|
31,212
|
|
|
28,559
|
|
|
23,558
|
|
|||
Thompsons Limited (b)
|
50%
|
|
1,634
|
|
|
—
|
|
|
—
|
|
|||
Other
|
5%-23%
|
|
276
|
|
|
526
|
|
|
177
|
|
|||
Total
|
|
|
$
|
68,705
|
|
|
$
|
16,487
|
|
|
$
|
41,450
|
|
(a)
|
This does not consider the restricted management units which once vested will reduced the ownership percentage by approximately
1.5%
.
|
(b)
|
Thompsons Limited and related U.S. operating company held by joint ventures
|
|
December 31,
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Sales revenues
|
$
|
1,315,234
|
|
|
$
|
1,031,458
|
|
|
$
|
841,366
|
|
Service fee revenues (a)
|
23,536
|
|
|
22,165
|
|
|
22,850
|
|
|||
Purchases of product
|
704,948
|
|
|
655,686
|
|
|
636,144
|
|
|||
Lease income (b)
|
6,223
|
|
|
6,995
|
|
|
6,128
|
|
|||
Labor and benefits reimbursement (c)
|
10,613
|
|
|
12,140
|
|
|
10,784
|
|
|||
Other expenses (d)
|
2,349
|
|
|
1,093
|
|
|
192
|
|
|||
Accounts receivable at December 31 (e)
|
21,979
|
|
|
28,610
|
|
|
14,730
|
|
|||
Accounts payable at December 31 (f)
|
19,887
|
|
|
17,804
|
|
|
24,530
|
|
(a)
|
Service fee revenues include management fee, corn origination fee, ethanol and DDG marketing fees, and other commissions.
|
(b)
|
Lease income includes the lease of the Company’s Albion, Michigan and Clymers, Indiana grain facilities as well as certain railcars to the unconsolidated ethanol LLCs and IANR.
|
(c)
|
The Company provides all operational labor to the unconsolidated ethanol LLCs and charges them an amount equal to the Company’s costs of the related services.
|
(d)
|
Other expenses include payments to IANR for repair facility rent and use of their railroad reporting mark, payment to LTG for the lease of railcars and other various expenses.
|
(e)
|
Accounts receivable represents amounts due from related parties for sales of corn, leasing revenue and service fees.
|
(f)
|
Accounts payable represents amounts due to related parties for purchases of ethanol and other various items.
|
•
|
Level 1 inputs: Quoted prices (unadjusted) for identical assets or liabilities in active markets;
|
•
|
Level 2 inputs: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly; and
|
•
|
Level 3 inputs: Unobservable inputs (e.g., a reporting entity's own data).
|
(in thousands)
|
December 31, 2013
|
||||||||||||||
Assets (liabilities)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents
|
$
|
97,751
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
97,751
|
|
Restricted cash
|
408
|
|
|
—
|
|
|
—
|
|
|
408
|
|
||||
Commodity derivatives, net (a)
|
50,777
|
|
|
(49,810
|
)
|
|
—
|
|
|
967
|
|
||||
Convertible preferred securities (b)
|
—
|
|
|
—
|
|
|
25,720
|
|
|
25,720
|
|
||||
Other assets and liabilities (c)
|
10,143
|
|
|
(159
|
)
|
|
—
|
|
|
9,984
|
|
||||
Total
|
$
|
159,079
|
|
|
$
|
(49,969
|
)
|
|
$
|
25,720
|
|
|
$
|
134,830
|
|
(in thousands)
|
December 31, 2012
|
||||||||||||||
Assets (liabilities)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents
|
$
|
78,674
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
78,674
|
|
Restricted cash
|
398
|
|
|
—
|
|
|
—
|
|
|
398
|
|
||||
Commodity derivatives, net (a)
|
46,966
|
|
|
23,634
|
|
|
—
|
|
|
70,600
|
|
||||
Convertible preferred securities (b)
|
—
|
|
|
—
|
|
|
17,200
|
|
|
17,200
|
|
||||
Other assets and liabilities (c)
|
7,813
|
|
|
(2,109
|
)
|
|
—
|
|
|
5,704
|
|
||||
Total
|
$
|
133,851
|
|
|
$
|
21,525
|
|
|
$
|
17,200
|
|
|
$
|
172,576
|
|
(a)
|
Includes associated cash posted/received as collateral
|
(b)
|
Recorded in “Other noncurrent assets” on the Company’s Consolidated Balance Sheets
|
(c)
|
Included in other assets and liabilities is interest rate and foreign currency derivatives, swaptions (Level 2) and deferred compensation assets (Level 1)
|
|
2013
|
|
2012
|
||||||||||||
(in thousands)
|
Convertible
preferred
securities
|
|
Interest
rate
derivatives
and
swaptions
|
|
Convertible
preferred
securities
|
|
Commodity
derivatives,
net
|
||||||||
Asset (liability) at December 31,
|
$
|
17,220
|
|
|
$
|
(2,178
|
)
|
|
$
|
20,360
|
|
|
$
|
2,467
|
|
Gains (losses) included in earnings:
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) included in other comprehensive income
|
8,500
|
|
|
—
|
|
|
(3,140
|
)
|
|
—
|
|
||||
Transfers to level 2
|
—
|
|
|
2,178
|
|
|
—
|
|
|
(2,467
|
)
|
||||
Asset (liability) at December 31,
|
$
|
25,720
|
|
|
$
|
—
|
|
|
$
|
17,220
|
|
|
$
|
—
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
Range
|
|
|
|||||||
(in thousands)
|
Fair Value as of 12/31/13
|
|
Valuation Method
|
|
Unobservable Input
|
|
Low
|
|
High
|
|
Weighted Average
|
|||||
Convertible Preferred Securities
|
$
|
25,720
|
|
|
Market Approach
|
|
EBITDA Multiples
|
|
7.50
|
|
|
8.00
|
|
|
7.75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
Income Approach
|
|
Discount Rate
|
|
14.5
|
%
|
|
14.5
|
%
|
|
14.5
|
%
|
(in thousands)
|
Carrying Amount
|
|
Fair Value
|
|
Fair Value Hierarchy Level
|
||||
2013:
|
|
|
|
|
|
||||
Fixed rate long-term notes payable
|
$
|
270,112
|
|
|
$
|
271,716
|
|
|
Level 2
|
Debenture bonds
|
41,131
|
|
|
42,475
|
|
|
Level 2
|
||
|
$
|
311,243
|
|
|
$
|
314,191
|
|
|
|
|
|
|
|
|
|
||||
2012:
|
|
|
|
|
|
||||
Fixed rate long-term notes payable
|
$
|
263,745
|
|
|
$
|
279,505
|
|
|
Level 2
|
Long-term notes payable, non-recourse
|
785
|
|
|
800
|
|
|
Level 2
|
||
Debenture bonds
|
35,411
|
|
|
37,135
|
|
|
Level 2
|
||
|
$
|
299,941
|
|
|
$
|
317,440
|
|
|
|
(in thousands)
|
December 31,
2013 |
|
December 31,
2012 |
||||
Borrowings under short-term line of credit - nonrecourse
|
$
|
—
|
|
|
$
|
4,219
|
|
Borrowings under short-term line of credit - recourse
|
—
|
|
|
20,000
|
|
||
Total borrowings under short-term line of credit
|
$
|
—
|
|
|
$
|
24,219
|
|
Current maturities of long -term debt – nonrecourse
|
$
|
6,012
|
|
|
$
|
2,496
|
|
Current maturities of long-term debt – recourse
|
45,986
|
|
|
12,649
|
|
||
Total current maturities of long-term debt
|
$
|
51,998
|
|
|
$
|
15,145
|
|
Long-term debt, less current maturities – nonrecourse
|
$
|
4,063
|
|
|
$
|
20,067
|
|
Long-term debt, less current maturities – recourse
|
371,150
|
|
|
407,176
|
|
||
Total long-term debt, less current maturities
|
$
|
375,213
|
|
|
$
|
427,243
|
|
|
December 31,
|
||||||||||
(in thousands, except percentages)
|
2013
|
|
2012
|
|
2011
|
||||||
Maximum amount borrowed
|
$
|
315,000
|
|
|
$
|
553,400
|
|
|
$
|
601,500
|
|
Weighted average interest rate
|
1.92
|
%
|
|
1.96
|
%
|
|
2.73
|
%
|
|
December 31,
|
||||||
(in thousands, except percentages)
|
2013
|
|
2012
|
||||
Senior note payable, 3.72%, payable at maturity, due 2017
|
$
|
25,000
|
|
|
$
|
25,000
|
|
Senior note payable, 6.10%, payable at maturity, due 2014
|
25,000
|
|
|
25,000
|
|
||
Senior note payable, 6.12%, payable at maturity, due 2015
|
61,500
|
|
|
61,500
|
|
||
Senior note payable, 6.78%, payable at maturity, due 2018
|
41,500
|
|
|
41,500
|
|
||
Note payable, 4.92%, $2 million annually ($2.5 million for 2013), plus interest, due 2021 (a)
|
27,178
|
|
|
27,833
|
|
||
Note payable, 4.76%, payable in increasing amounts ($1.7 million for 2013) plus interest, due 2028 (a)
|
53,600
|
|
|
55,300
|
|
||
Note payable, variable rate (2.67% at December 31, 2013), payable in increasing amounts ($1.2 million for 2013) plus interest, due 2023 (a)
|
23,015
|
|
|
24,188
|
|
||
Note payable, 3.29%, payable in increasing amounts ($1.2 million for 2013) plus interest, due 2022 (a)
|
25,366
|
|
|
26,533
|
|
||
Line of credit, variable rate (1.87% at December 31, 2013), payable at maturity, due 2015
|
—
|
|
|
25,000
|
|
||
Notes payable, variable rate (1.42% at December 31, 2013), payable in varying amounts, (7.6 million for 2013) plus interest, due 2016
|
22,120
|
|
|
12,058
|
|
||
Note payable, variable rate (1.64% at December 31, 2013), payable in increasing amounts ($1.0 million for 2013) plus interest, due 2023 (a)
|
11,865
|
|
|
12,815
|
|
||
Note payable, variable rate (.97% at December 31, 2013), $0.7 million annually, plus interest, due 2016 (a)
|
8,750
|
|
|
9,450
|
|
||
Note payable, 8.5%, payable monthly in varying amounts ($0.1 million for 2013) plus interest, due 2016 (a)
|
988
|
|
|
1,079
|
|
||
Note payable, 4.76%, payable quarterly in varying amounts ($0.2 million for 2013) plus interest, due 2028 (a)
|
9,980
|
|
|
—
|
|
||
Note payable, 3.56%, payable monthly in varying amounts plus interest, due 2021 (a)
|
3,459
|
|
|
—
|
|
||
Industrial development revenue bonds:
|
|
|
|
||||
Variable rate (2.55% at December 31, 2013), payable at maturity, due 2017 (a)
|
7,934
|
|
|
8,408
|
|
||
Variable rate (1.97% at December 31, 2013), payable at maturity, due 2019 (a)
|
4,650
|
|
|
4,650
|
|
||
Variable rate (2.10% at December 31, 2013), payable at maturity, due 2025 (a)
|
3,100
|
|
|
3,100
|
|
||
Variable rate (1.81% at December 31, 2013), payable at maturity, due 2036 (a)
|
21,000
|
|
|
21,000
|
|
||
Debenture bonds, 2.65% to 5.00%, due 2014 through 2028
|
41,131
|
|
|
35,411
|
|
||
|
417,136
|
|
|
419,825
|
|
||
Less: current maturities
|
45,986
|
|
|
12,649
|
|
||
|
$
|
371,150
|
|
|
$
|
407,176
|
|
(a)
|
Debt is collateralized by first mortgages on certain facilities and related equipment or other assets with a book value of
$151.7 million
|
•
|
tangible net worth of not less than
$300 million
;
|
•
|
current ratio net of hedged inventory of not less than
1.25
to
1.00
;
|
•
|
debt to capitalization ratio of not more than
70%
;
|
•
|
asset coverage ratio of not more than
75%
; and
|
•
|
interest coverage ratio of not less than
2.75
to
1.00
.
|
|
December 31,
|
||||||
(in thousands, except percentages)
|
2013
|
|
2012
|
||||
Line of credit, variable rate (3.92% at December 31, 2013), payable at maturity, due 2022
|
$
|
—
|
|
|
$
|
9,378
|
|
Note payable, variable rate (3.92% at December 31, 2013), payable quarterly ($2.3 million for 2013) plus interest, due 2017
|
10,075
|
|
|
12,400
|
|
||
Other notes payable
|
—
|
|
|
785
|
|
||
|
10,075
|
|
|
22,563
|
|
||
Less: current maturities
|
6,012
|
|
|
2,496
|
|
||
|
$
|
4,063
|
|
|
$
|
20,067
|
|
•
|
tangible net worth of not less than
$27 million
(increasing to
$33 million
effective December 31, 2014,
$36 million
effective December 31, 2015 and
$40 million
effective December 31, 2016);
|
•
|
working capital not less than
$5.0 million
(increasing to
$8 million
effective December 31, 2014); and
|
•
|
debt service coverage ratio of not less than
1.25
to
1.00
beginning December 31, 2014.
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Rental and service income - operating leases
|
$
|
78,979
|
|
|
$
|
77,916
|
|
|
$
|
68,124
|
|
|
|
|
|
|
|
||||||
Rental expense
|
$
|
13,751
|
|
|
$
|
11,987
|
|
|
$
|
16,303
|
|
(in thousands)
|
Future Rental and Service Income - Operating Leases
|
|
Future Minimum
Rental Payments
|
||||
Year ended December 31,
|
|
|
|
||||
2014
|
$
|
61,670
|
|
|
$
|
15,679
|
|
2015
|
48,109
|
|
|
15,120
|
|
||
2016
|
36,714
|
|
|
13,101
|
|
||
2017
|
25,641
|
|
|
10,658
|
|
||
2018
|
15,324
|
|
|
7,136
|
|
||
Future years
|
20,812
|
|
|
10,410
|
|
||
|
$
|
208,270
|
|
|
$
|
72,104
|
|
(in thousands)
|
Fair
Value |
|
Useful
Life |
||
Customer relationships
|
$
|
150
|
|
|
5 years
|
Noncompete agreement
|
55
|
|
|
7 years
|
|
Patents
|
125
|
|
|
5 years
|
|
Total identifiable intangible assets
|
$
|
330
|
|
|
5 years *
|
(in thousands)
|
Fair
Value
|
|
Useful
Life
|
||
Customer relationships
|
$
|
400
|
|
|
5 years
|
Noncompete agreement
|
250
|
|
|
5 years
|
|
Total identifiable intangible assets
|
$
|
650
|
|
|
5 years *
|
(in thousands)
|
Fair
Value
|
|
Useful
Life
|
||
Supplier relationships
|
$
|
4,600
|
|
|
3 to 5 years
|
Total identifiable intangible assets
|
$
|
4,600
|
|
|
4 years *
|
(unaudited, in thousands)
|
Revenue
|
|
Operating Income (Loss)
|
||||
Actual from 12/3/2012 to 12/31/2012
|
$
|
40,477
|
|
|
$
|
(785
|
)
|
Supplemental pro forma from 1/1/2012 - 12/31/2012
|
566,821
|
|
|
1,632
|
|
||
Combined entity pro forma from 1/1/2012 - 12/31/2012
|
5,798,354
|
|
|
122,550
|
|
||
Supplemental pro forma from 1/1/2011 - 12/31/2011
|
585,572
|
|
|
1,430
|
|
||
Combined entity pro forma from 1/1/2011 - 12/31/2011
|
5,161,903
|
|
|
149,308
|
|
(in thousands)
|
Fair
Value
|
|
Useful
Life
|
||
Trademark
|
$
|
300
|
|
|
Indefinite
|
Customer list
|
600
|
|
|
10 years
|
|
Noncompete agreement
|
100
|
|
|
7 years
|
|
Total identifiable intangible assets
|
$
|
1,000
|
|
|
10 years *
|
(in thousands)
|
|
||
Grain elevator
|
$
|
14,285
|
|
Inventory
|
10,087
|
|
|
Intangible assets
|
2,373
|
|
|
Other current assets
|
962
|
|
|
Property, plant and equipment
|
49,693
|
|
|
Total purchase price
|
$
|
77,400
|
|
(in thousands)
|
Fair
Value
|
|
Useful
Life
|
||
Lease intangibles
|
$
|
2,123
|
|
|
10 months to 5 years
|
Noncompete agreement
|
250
|
|
|
2 years
|
|
Total identifiable intangible assets
|
$
|
2,373
|
|
|
3 years *
|
(in thousands)
|
|
||
Current assets
|
$
|
5,106
|
|
Intangible assets
|
9,600
|
|
|
Goodwill
|
6,681
|
|
|
Property, plant and equipment
|
3,586
|
|
|
Current liabilities
|
(3,784
|
)
|
|
Deferred tax liability, net
|
(4,412
|
)
|
|
Total purchase price
|
$
|
16,777
|
|
(in thousands)
|
Fair
Value
|
|
Useful
Life
|
||
Trademarks
|
$
|
1,200
|
|
|
10 years
|
Customer list
|
5,500
|
|
|
10 years
|
|
Technology
|
2,100
|
|
|
5 years
|
|
Noncompete agreement
|
800
|
|
|
7 years
|
|
Total identifiable intangible assets
|
$
|
9,600
|
|
|
9 years *
|
(in thousands)
|
|
Grain
|
|
Plant Nutrient
|
|
Rail
|
|
Turf & Specialty
|
|
Total
|
||||||||||
Balance as of January 1, 2011
|
|
$
|
4,207
|
|
|
$
|
5,248
|
|
|
$
|
—
|
|
|
$
|
686
|
|
|
$
|
10,141
|
|
Acquisitions
|
|
—
|
|
|
1,690
|
|
|
—
|
|
|
—
|
|
|
1,690
|
|
|||||
Other adjustments
|
|
783
|
|
|
(69
|
)
|
|
—
|
|
|
—
|
|
|
714
|
|
|||||
Balance as of December 31, 2011
|
|
4,990
|
|
|
6,869
|
|
|
—
|
|
|
686
|
|
|
12,545
|
|
|||||
Acquisitions (a)
|
|
33,175
|
|
|
6,681
|
|
|
—
|
|
|
1,986
|
|
|
41,842
|
|
|||||
Balance as of December 31, 2012
|
|
38,165
|
|
|
13,550
|
|
|
—
|
|
|
2,672
|
|
|
54,387
|
|
|||||
Acquisitions
|
|
—
|
|
|
—
|
|
|
4,167
|
|
|
—
|
|
|
4,167
|
|
|||||
Balances of December 31, 2013
|
|
$
|
38,165
|
|
|
$
|
13,550
|
|
|
$
|
4,167
|
|
|
$
|
2,672
|
|
|
$
|
58,554
|
|
•
|
Macroeconomic conditions including, but not limited to deterioration in general economic conditions, limitation on accessing capital, or other developments in equity and credit markets;
|
•
|
Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a change in the market for an entity's products or services, or a regulatory or political development;
|
•
|
Cost factors such as increases in commodity prices, raw materials, labor, or other costs that have a negative effect on earnings and cash flows;
|
•
|
Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods;
|
•
|
Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers and;
|
•
|
Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-than-not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit.
|
(in thousands)
|
Group
|
|
Original Cost
|
|
Accumulated Amortization
|
|
Net Book Value
|
||||||
December 31, 2013
|
|
|
|
|
|
|
|
||||||
Amortized intangible assets
|
|
|
|
|
|
|
|
||||||
Acquired customer list
|
Rail
|
|
$
|
3,862
|
|
|
$
|
3,421
|
|
|
$
|
441
|
|
Acquired customer list
|
Plant Nutrient
|
|
9,596
|
|
|
3,054
|
|
|
6,542
|
|
|||
Acquired customer list
|
Grain
|
|
5,850
|
|
|
2,286
|
|
|
3,564
|
|
|||
Acquired customer list
|
Turf and Specialty
|
|
750
|
|
|
72
|
|
|
678
|
|
|||
Acquired non-compete agreement
|
Plant Nutrient
|
|
2,119
|
|
|
1,501
|
|
|
618
|
|
|||
Acquired non-compete agreement
|
Grain
|
|
175
|
|
|
116
|
|
|
59
|
|
|||
Acquired non-compete agreement
|
Turf and Specialty
|
|
155
|
|
|
17
|
|
|
138
|
|
|||
Acquired non-compete agreement
|
Rail
|
|
250
|
|
|
17
|
|
|
233
|
|
|||
Acquired non-compete agreement
|
Ethanol
|
|
250
|
|
|
209
|
|
|
41
|
|
|||
Acquired marketing agreement
|
Plant Nutrient
|
|
1,607
|
|
|
1,228
|
|
|
379
|
|
|||
Acquired supply agreement
|
Plant Nutrient
|
|
4,846
|
|
|
2,477
|
|
|
2,369
|
|
|||
Supply agreement
|
Grain
|
|
340
|
|
|
—
|
|
|
340
|
|
|||
Acquired grower agreement
|
Grain
|
|
300
|
|
|
300
|
|
|
—
|
|
|||
Patents and other
|
Various
|
|
1,154
|
|
|
411
|
|
|
743
|
|
|||
Trademarks and technology
|
Plant Nutrient
|
|
3,300
|
|
|
1,035
|
|
|
2,265
|
|
|||
Lease intangible
|
Ethanol
|
|
2,123
|
|
|
1,716
|
|
|
407
|
|
|||
Lease intangible
|
Rail
|
|
2,816
|
|
|
2,150
|
|
|
666
|
|
|||
|
|
|
$
|
39,493
|
|
|
$
|
20,010
|
|
|
$
|
19,483
|
|
December 31, 2012
|
|
|
|
|
|
|
|
||||||
Amortized intangible assets
|
|
|
|
|
|
|
|
||||||
Acquired customer list
|
Rail
|
|
$
|
3,462
|
|
|
$
|
3,362
|
|
|
$
|
100
|
|
Acquired customer list
|
Plant Nutrient
|
|
9,596
|
|
|
2,071
|
|
|
7,525
|
|
|||
Acquired customer list
|
Grain
|
|
8,450
|
|
|
717
|
|
|
7,733
|
|
|||
Acquired customer list
|
Turf and Specialty
|
|
600
|
|
|
10
|
|
|
590
|
|
|||
Acquired non-compete agreement
|
Plant Nutrient
|
|
2,119
|
|
|
1,219
|
|
|
900
|
|
|||
Acquired non-compete agreement
|
Grain
|
|
175
|
|
|
81
|
|
|
94
|
|
|||
Acquired non-compete agreement
|
Turf and Specialty
|
|
100
|
|
|
2
|
|
|
98
|
|
|||
Acquired non-compete agreement
|
Ethanol
|
|
250
|
|
|
84
|
|
|
166
|
|
|||
Acquired marketing agreement
|
Plant Nutrient
|
|
1,607
|
|
|
1,029
|
|
|
578
|
|
|||
Acquired supply agreement
|
Plant Nutrient
|
|
4,846
|
|
|
1,959
|
|
|
2,887
|
|
|||
Supply agreement
|
Grain
|
|
340
|
|
|
—
|
|
|
340
|
|
|||
Acquired grower agreement
|
Grain
|
|
300
|
|
|
275
|
|
|
25
|
|
|||
Patents and other
|
Various
|
|
1,181
|
|
|
486
|
|
|
695
|
|
|||
Trademarks and technology
|
Plant Nutrient
|
|
3,300
|
|
|
495
|
|
|
2,805
|
|
|||
Lease intangible
|
Ethanol
|
|
2,123
|
|
|
1,230
|
|
|
893
|
|
|||
Lease intangible
|
Rail
|
|
2,410
|
|
|
1,778
|
|
|
632
|
|
|||
|
|
|
$
|
40,859
|
|
|
$
|
14,798
|
|
|
$
|
26,061
|
|
|
Year ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Statutory U.S. federal tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase (decrease) in rate resulting from:
|
|
|
|
|
|
|||
Effect of qualified domestic production deduction
|
(0.4
|
)
|
|
(0.8
|
)
|
|
(1.6
|
)
|
Effect of Patient Protection and Affordable Care Act
|
0.9
|
|
|
(0.6
|
)
|
|
—
|
|
Effect of noncontrolling interest
|
(1.3
|
)
|
|
1.1
|
|
|
(0.4
|
)
|
State and local income taxes, net of related federal taxes
|
2.0
|
|
|
3.0
|
|
|
2.7
|
|
Other, net
|
(0.2
|
)
|
|
(0.6
|
)
|
|
(1.2
|
)
|
Effective tax rate
|
36.0
|
%
|
|
37.1
|
%
|
|
34.5
|
%
|
|
December 31,
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment and railcar assets leased to others
|
$
|
(110,472
|
)
|
|
$
|
(85,556
|
)
|
Prepaid employee benefits
|
(17,725
|
)
|
|
(16,490
|
)
|
||
Investments
|
(29,749
|
)
|
|
(23,180
|
)
|
||
Other
|
(5,426
|
)
|
|
(6,402
|
)
|
||
|
(163,372
|
)
|
|
(131,628
|
)
|
||
Deferred tax assets:
|
|
|
|
||||
Employee benefits
|
36,593
|
|
|
45,400
|
|
||
Accounts and notes receivable
|
1,890
|
|
|
1,920
|
|
||
Inventory
|
6,605
|
|
|
4,800
|
|
||
Deferred expenses
|
689
|
|
|
11,540
|
|
||
Net operating loss carryforwards
|
631
|
|
|
654
|
|
||
Other
|
1,905
|
|
|
5,038
|
|
||
Total deferred tax assets
|
48,313
|
|
|
69,352
|
|
||
Valuation allowance
|
(92
|
)
|
|
—
|
|
||
|
48,221
|
|
|
69,352
|
|
||
Net deferred tax liabilities
|
$
|
(115,151
|
)
|
|
$
|
(62,276
|
)
|
(in thousands)
|
|
||
Balance at January 1, 2011
|
$
|
614
|
|
Additions based on tax positions related to prior years
|
43
|
|
|
Reductions as a result of a lapse in statute of limitations
|
(22
|
)
|
|
Balance at December 31, 2011
|
635
|
|
|
|
|
||
Additions based on tax positions related to the current year
|
97
|
|
|
Additions based on tax positions related to prior years
|
415
|
|
|
Reductions as a result of a lapse in statute of limitations
|
(101
|
)
|
|
Balance at December 31, 2012
|
1,046
|
|
|
|
|
||
Additions based on tax positions related to the current year
|
114
|
|
|
Reductions based on tax positions related to prior years
|
(45
|
)
|
|
Reductions as a result of a lapse in statute of limitations
|
(5
|
)
|
|
Balance at December 31, 2013
|
$
|
1,110
|
|
|
Shares
(000's)
|
|
Weighted- Average Exercise
Price
|
|
Weighted- Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
(000's)
|
|||||
Options & SOSARs outstanding at January 1, 2013
|
473
|
|
|
$
|
19.10
|
|
|
|
|
|
||
Options exercised
|
(300
|
)
|
|
20.90
|
|
|
|
|
|
|||
Options & SOSARs cancelled / forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options and SOSARs outstanding at December 31, 2013
|
173
|
|
|
$
|
15.99
|
|
|
0.76
|
|
$
|
7,510
|
|
Vested and expected to vest at December 31, 2013
|
173
|
|
|
$
|
15.99
|
|
|
0.76
|
|
$
|
7,510
|
|
Options exercisable at December 31, 2013
|
173
|
|
|
$
|
15.99
|
|
|
0.76
|
|
$
|
7,510
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Total intrinsic value of options exercised
|
$
|
4,678
|
|
|
$
|
1,937
|
|
|
$
|
3,817
|
|
Total fair value of shares vested
|
$
|
576
|
|
|
$
|
818
|
|
|
$
|
816
|
|
Weighted average fair value of options granted
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Shares (000)'s
|
|
Weighted-Average Grant-Date Fair Value
|
|||
Nonvested restricted shares at January 1, 2013
|
180
|
|
|
$
|
28.82
|
|
Granted
|
60
|
|
|
47.65
|
|
|
Vested
|
(50
|
)
|
|
25.27
|
|
|
Forfeited
|
(2
|
)
|
|
29.93
|
|
|
Nonvested restricted shares at December 31, 2013
|
188
|
|
|
$
|
35.74
|
|
|
Year ended December 31,
|
||||
|
2013
|
|
2012
|
|
2011
|
Total fair value of shares vested (000's)
|
$1,121
|
|
$590
|
|
$1,367
|
Weighted average fair value of restricted shares granted
|
$47.65
|
|
$28.99
|
|
$31.87
|
|
Shares (000)'s
|
|
Weighted-Average Grant-Date Fair Value
|
|||
Nonvested at January 1, 2013
|
306
|
|
|
$
|
28.81
|
|
Granted
|
104
|
|
|
47.32
|
|
|
Vested
|
(54
|
)
|
|
22.09
|
|
|
Forfeited
|
(6
|
)
|
|
32.56
|
|
|
Nonvested at December 31, 2013
|
350
|
|
|
$
|
35.27
|
|
|
Year ended December 31,
|
||||
|
2013
|
|
2012
|
|
2011
|
Weighted average fair value of PSUs granted
|
$47.32
|
|
$28.99
|
|
$31.87
|
|
2013
|
|
2012
|
|
2011
|
|||
Risk free interest rate
|
0.16
|
%
|
|
0.11
|
%
|
|
0.27
|
%
|
Dividend yield
|
1.49
|
%
|
|
1.37
|
%
|
|
1.21
|
%
|
Volatility factor of the expected market price of the common shares
|
0.27
|
|
|
0.41
|
|
|
0.34
|
|
Expected life for the options (in years)
|
1.00
|
|
|
1.00
|
|
|
1.00
|
|
(in thousands, except for per common share data)
|
|
|
|||||||||||||||||
Quarter Ended
|
Sales and merchandising revenues
|
|
Gross profit
|
|
Net income attributable to
The Andersons, Inc.
|
|
Earnings per share-basic
|
|
Earnings per share-diluted
|
||||||||||
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
March 31
|
$
|
1,271,970
|
|
|
$
|
79,273
|
|
|
$
|
12,578
|
|
|
$
|
0.45
|
|
|
$
|
0.45
|
|
June 30
|
1,566,964
|
|
|
103,229
|
|
|
29,539
|
|
|
1.05
|
|
|
1.05
|
|
|||||
September 30
|
1,181,374
|
|
|
73,146
|
|
|
17,161
|
|
|
0.61
|
|
|
0.61
|
|
|||||
December 31
|
1,584,266
|
|
|
109,577
|
|
|
30,661
|
|
|
1.09
|
|
|
1.08
|
|
|||||
Year
|
$
|
5,604,574
|
|
|
$
|
365,225
|
|
|
$
|
89,939
|
|
|
3.20
|
|
|
3.18
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||||
2012
|
|
|
|
|
|
|
|
|
|
||||||||||
March 31
|
$
|
1,137,133
|
|
|
$
|
85,870
|
|
|
$
|
18,407
|
|
|
$
|
0.66
|
|
|
$
|
0.65
|
|
June 30
|
1,315,834
|
|
|
102,650
|
|
|
29,199
|
|
|
1.05
|
|
|
1.04
|
|
|||||
September 30
|
1,138,402
|
|
|
78,316
|
|
|
16,884
|
|
|
0.61
|
|
|
0.60
|
|
|||||
December 31
|
1,680,641
|
|
|
91,169
|
|
|
14,990
|
|
|
0.54
|
|
|
0.53
|
|
|||||
Year
|
$
|
5,272,010
|
|
|
$
|
358,005
|
|
|
$
|
79,480
|
|
|
2.85
|
|
|
2.82
|
|
Changes in Accumulated Other Comprehensive Loss by Component (a)
|
|||||||||||||||||
|
(in thousands)
|
|
For the Year Ended December 31, 2013
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
Losses on Cash Flow Hedges
|
|
Investment in Debt Securities
|
|
Defined Benefit Plan Items
|
|
Total
|
||||||||
Beginning Balance
|
|
$
|
(902
|
)
|
|
$
|
2,569
|
|
|
$
|
(47,046
|
)
|
|
$
|
(45,379
|
)
|
|
|
Other comprehensive income before reclassifications
|
|
265
|
|
|
5,292
|
|
|
18,980
|
|
|
24,537
|
|
||||
|
Amounts reclassified from accumulated other comprehensive income
|
|
—
|
|
|
—
|
|
|
(339
|
)
|
|
(339
|
)
|
||||
Net current-period other comprehensive income
|
|
265
|
|
|
5,292
|
|
|
18,641
|
|
|
24,198
|
|
|||||
Ending balance
|
|
$
|
(637
|
)
|
|
$
|
7,861
|
|
|
$
|
(28,405
|
)
|
|
$
|
(21,181
|
)
|
(amounts in thousands)
|
2013
|
|
2012
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
22,567
|
|
|
$
|
25,882
|
|
Margin deposits, net
|
24,858
|
|
|
18,375
|
|
||
Accounts receivable (net of allowance for doubtful accounts of $21,365 and $20,965 at December
|
330,003
|
|
|
489,735
|
|
||
31, 2013 and 2012, respectively)
|
|
||||||
Commodity derivative assets - current
|
142,689
|
|
|
147,967
|
|
||
Inventory
|
327,988
|
|
|
464,801
|
|
||
Other current assets
|
2,118
|
|
|
3,768
|
|
||
Total current assets
|
850,223
|
|
|
1,150,528
|
|
||
|
|
|
|
||||
Property and equipment:
|
|
|
|
||||
Grain facilities assets
|
85,544
|
|
|
73,184
|
|
||
Machinery and equipment
|
20,694
|
|
|
6,504
|
|
||
Office furniture and computer software and equipment
|
9,557
|
|
|
7,914
|
|
||
|
115,795
|
|
|
87,602
|
|
||
Accumulated depreciation
|
(31,687
|
)
|
|
(24,060
|
)
|
||
|
84,108
|
|
|
63,542
|
|
||
Other assets:
|
|
|
|
||||
Commodity derivative assets - long-term
|
101
|
|
|
505
|
|
||
Investments at equity
|
49,949
|
|
|
6,223
|
|
||
Goodwill
|
17,048
|
|
|
14,893
|
|
||
Other intangibles, net
|
14,416
|
|
|
13,976
|
|
||
Related party notes receivable
|
9,828
|
|
|
9,828
|
|
||
Other assets
|
423
|
|
|
390
|
|
||
Total assets
|
$
|
1,026,096
|
|
|
$
|
1,259,885
|
|
|
|
|
|
||||
Assets of Consolidated VIE's Included in Total Assets Above (isolated to settle the liabilities of the VIE's)
|
|
|
|
||||
Cash and cash equivalents
|
$
|
286
|
|
|
$
|
—
|
|
Accounts receivable
|
1,062
|
|
|
—
|
|
||
Other current assets
|
278
|
|
|
65
|
|
||
Property and equipment, net
|
34,721
|
|
|
21,525
|
|
(amounts in thousands)
|
2013
|
|
2012
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
156,471
|
|
|
$
|
476,675
|
|
Accounts payable
|
460,229
|
|
|
449,405
|
|
||
Commodity derivative liabilities - current
|
99,534
|
|
|
94,082
|
|
||
Deferred income tax liabilities
|
2,792
|
|
|
1,857
|
|
||
Other current liabilities
|
12,280
|
|
|
11,743
|
|
||
Total current liabilities
|
731,306
|
|
|
1,033,762
|
|
||
|
|
|
|
||||
Commodity derivative liabilities - long-term
|
527
|
|
|
362
|
|
||
Long-term debt
|
71,535
|
|
|
37,381
|
|
||
Deferred income taxes
|
4,869
|
|
|
5,531
|
|
||
Other long-term liabilities
|
118
|
|
|
216
|
|
||
Total liabilities
|
808,355
|
|
|
1,077,252
|
|
||
|
|
|
|
||||
Equity subject to possible redemption
|
120,190
|
|
|
100,796
|
|
||
|
|
|
|
||||
Members' equity
|
78,294
|
|
|
59,118
|
|
||
Accumulated other comprehensive loss
|
(861
|
)
|
|
(26
|
)
|
||
Total members' equity of Lansing Trade Group, LLC
|
77,433
|
|
|
59,092
|
|
||
Noncontrolling interests
|
20,118
|
|
|
22,745
|
|
||
Total equity
|
97,551
|
|
|
81,837
|
|
||
Total liabilities and equity
|
$
|
1,026,096
|
|
|
$
|
1,259,885
|
|
|
|
|
|
||||
Non-Recourse Liabilities of Consolidated VIE's Included in Total Liabilities Above
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
557
|
|
|
$
|
—
|
|
Accounts payable
|
36,754
|
|
|
31,249
|
|
||
Commodity derivative liabilities - current
|
6,999
|
|
|
4,395
|
|
||
Other current liabilities
|
786
|
|
|
237
|
|
||
Commodity derivative liabilities - long-term
|
19
|
|
|
—
|
|
(amounts in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Sales
|
$
|
8,848,415
|
|
|
$
|
7,158,410
|
|
|
$
|
5,994,533
|
|
Cost of goods sold
|
8,683,027
|
|
|
7,011,010
|
|
|
5,879,368
|
|
|||
Gross margin
|
165,388
|
|
|
147,400
|
|
|
115,165
|
|
|||
Other operating income
|
8,900
|
|
|
17,832
|
|
|
20,539
|
|
|||
Income before operating expenses, other income, and income taxes
|
174,288
|
|
|
165,232
|
|
|
135,704
|
|
|||
Operating, administrative, and general expenses
|
106,435
|
|
|
96,059
|
|
|
77,434
|
|
|||
Interest expense
|
11,207
|
|
|
9,974
|
|
|
7,405
|
|
|||
Other income:
|
|
|
|
|
|
||||||
Equity in earnings of affiliates
|
3,075
|
|
|
51
|
|
|
189
|
|
|||
Other income - net
|
5,920
|
|
|
2,362
|
|
|
1,026
|
|
|||
Income before income taxes
|
65,641
|
|
|
61,612
|
|
|
52,080
|
|
|||
Income tax provision
|
3,109
|
|
|
1,710
|
|
|
2,837
|
|
|||
Net income
|
62,532
|
|
|
59,902
|
|
|
49,243
|
|
|||
Net income (loss) attributable to noncontrolling interests
|
(1,475
|
)
|
|
3,631
|
|
|
3,407
|
|
|||
Net income attributable to Lansing Trade Group, LLC
|
$
|
64,007
|
|
|
$
|
56,271
|
|
|
$
|
45,836
|
|
|
|
|
|
|
|
||||||
Net income
|
$
|
62,532
|
|
|
$
|
59,902
|
|
|
$
|
49,243
|
|
Other comprehensive income adjustments:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment, net of taxes
|
(160
|
)
|
|
81
|
|
|
36
|
|
|||
Foreign currency translation adjustment, deferred income taxes
|
(33
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive income
|
62,339
|
|
|
59,983
|
|
|
49,279
|
|
|||
Comprehensive income (loss) attributable noncontrolling interests
|
(833
|
)
|
|
3,631
|
|
|
3,407
|
|
|||
Comprehensive income attributable to Lansing Trade Group, LLC
|
$
|
63,172
|
|
|
$
|
56,352
|
|
|
$
|
45,872
|
|
(amounts in thousands)
|
Members' Equity
|
|
Accumulated Other Comprehensive Loss
|
|
Noncontrolling Interests
|
|
Total
|
||||||||
Balances at January 1, 2011
|
$
|
61,021
|
|
|
$
|
(143
|
)
|
|
$
|
31,294
|
|
|
$
|
92,172
|
|
Net income
|
45,836
|
|
|
—
|
|
|
3,407
|
|
|
49,243
|
|
||||
Contributions
|
520
|
|
|
—
|
|
|
3,000
|
|
|
3,520
|
|
||||
Redemptions
|
(2,544
|
)
|
|
—
|
|
|
(10,819
|
)
|
|
(13,363
|
)
|
||||
Distributions
|
(24,553
|
)
|
|
—
|
|
|
(83
|
)
|
|
(24,636
|
)
|
||||
Collateralized member receivables
|
75
|
|
|
—
|
|
|
—
|
|
|
75
|
|
||||
Grants to employees
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
||||
Amortization of deferred compensation plans
|
5,163
|
|
|
—
|
|
|
—
|
|
|
5,163
|
|
||||
Acquisition related reduction
|
(991
|
)
|
|
—
|
|
|
—
|
|
|
(991
|
)
|
||||
Foreign currency translation adjustments
|
—
|
|
|
36
|
|
|
—
|
|
|
36
|
|
||||
Change in equity subject to possible redemption
|
(22,816
|
)
|
|
—
|
|
|
—
|
|
|
(22,816
|
)
|
||||
Balances at December 31, 2011
|
61,728
|
|
|
(107
|
)
|
|
26,799
|
|
|
88,420
|
|
||||
Net income
|
56,271
|
|
|
—
|
|
|
3,631
|
|
|
59,902
|
|
||||
Contributions
|
7,200
|
|
|
—
|
|
|
1,250
|
|
|
8,450
|
|
||||
Redemptions
|
(9,511
|
)
|
|
—
|
|
|
(2,011
|
)
|
|
(11,522
|
)
|
||||
Distributions
|
(35,404
|
)
|
|
—
|
|
|
(6,924
|
)
|
|
(42,328
|
)
|
||||
Collateralized member receivables
|
75
|
|
|
—
|
|
|
—
|
|
|
75
|
|
||||
Amortization of deferred compensation plans
|
6,351
|
|
|
—
|
|
|
—
|
|
|
6,351
|
|
||||
Acquisition related addition
|
375
|
|
|
—
|
|
|
—
|
|
|
375
|
|
||||
Foreign currency translation adjustments
|
—
|
|
|
81
|
|
|
—
|
|
|
81
|
|
||||
Change in equity subject to possible redemption
|
(27,967
|
)
|
|
—
|
|
|
—
|
|
|
(27,967
|
)
|
||||
Balances at December 31, 2012
|
59,118
|
|
|
(26
|
)
|
|
22,745
|
|
|
81,837
|
|
||||
Net income
|
64,007
|
|
|
—
|
|
|
(1,475
|
)
|
|
62,532
|
|
||||
Contributions
|
12,661
|
|
|
—
|
|
|
—
|
|
|
12,661
|
|
||||
Redemptions
|
(10,327
|
)
|
|
—
|
|
|
(14,410
|
)
|
|
(24,737
|
)
|
||||
Distributions
|
(34,874
|
)
|
|
—
|
|
|
(95
|
)
|
|
(34,969
|
)
|
||||
Collateralized member receivables
|
75
|
|
|
—
|
|
|
—
|
|
|
75
|
|
||||
Fair value of noncontrolling interests acquired
|
—
|
|
|
—
|
|
|
12,121
|
|
|
12,121
|
|
||||
Amortization of deferred compensation plans
|
7,474
|
|
|
—
|
|
|
590
|
|
|
8,064
|
|
||||
Acquisition related reduction
|
(446
|
)
|
|
—
|
|
|
—
|
|
|
(446
|
)
|
||||
Foreign currency translation adjustments
|
—
|
|
|
(835
|
)
|
|
642
|
|
|
(193
|
)
|
||||
Change in equity subject to possible redemption
|
(19,394
|
)
|
|
—
|
|
|
—
|
|
|
(19,394
|
)
|
||||
Balances at December 31, 2013
|
$
|
78,294
|
|
|
$
|
(861
|
)
|
|
$
|
20,118
|
|
|
$
|
97,551
|
|
(amounts in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
62,532
|
|
|
$
|
59,902
|
|
|
$
|
49,243
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
11,131
|
|
|
8,831
|
|
|
7,293
|
|
|||
Income from equity investments
|
(3,075
|
)
|
|
(51
|
)
|
|
(189
|
)
|
|||
Net (gain) loss on sale of investments and property
|
(5,949
|
)
|
|
(721
|
)
|
|
3
|
|
|||
Deferred debt financing and discount accretion costs amortization
|
1,065
|
|
|
817
|
|
|
1,375
|
|
|||
Provision for bad debts
|
760
|
|
|
6,917
|
|
|
5,964
|
|
|||
Amortization of deferred compensation plans
|
8,221
|
|
|
6,468
|
|
|
5,278
|
|
|||
Change in deferred income tax liabilities
|
(486
|
)
|
|
(377
|
)
|
|
(566
|
)
|
|||
Changes in assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
||||||
Margin deposits
|
(25,754
|
)
|
|
8,894
|
|
|
78,970
|
|
|||
Accounts receivable
|
167,596
|
|
|
(220,296
|
)
|
|
(61,899
|
)
|
|||
Inventory
|
144,362
|
|
|
(288,775
|
)
|
|
(12,723
|
)
|
|||
Derivative assets and liabilities
|
35,713
|
|
|
(54,146
|
)
|
|
28,694
|
|
|||
Accounts payable
|
15,669
|
|
|
121,362
|
|
|
100,414
|
|
|||
Other assets and liabilities
|
3,421
|
|
|
1,537
|
|
|
(2,716
|
)
|
|||
Net cash (used in) provided by operating activities
|
415,206
|
|
|
(349,638
|
)
|
|
199,141
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Payments for share purchase acquisitions
|
(4,215
|
)
|
|
—
|
|
|
—
|
|
|||
Payments for equity interest in consolidated subsidiaries
|
(2,700
|
)
|
|
(2,503
|
)
|
|
(9,175
|
)
|
|||
Proceeds from sale of equity investment
|
252
|
|
|
—
|
|
|
—
|
|
|||
Payments for equity interests in unconsolidated subsidiaries
|
(40,410
|
)
|
|
(5,000
|
)
|
|
—
|
|
|||
Payments for property and equipment
|
(22,617
|
)
|
|
(23,743
|
)
|
|
(13,571
|
)
|
|||
Principal payments received on related party note receivable
|
—
|
|
|
172
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(69,690
|
)
|
|
(31,074
|
)
|
|
(22,746
|
)
|
(amounts in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Capital contributions by members
|
505
|
|
|
7,200
|
|
|
520
|
|
|||
Redemption of membership interests
|
(7,596
|
)
|
|
(6,089
|
)
|
|
(2,544
|
)
|
|||
Distributions to members
|
(34,874
|
)
|
|
(35,404
|
)
|
|
(24,553
|
)
|
|||
Capital contribution by noncontrolling interest
|
—
|
|
|
—
|
|
|
3,000
|
|
|||
Redemption of noncontrolling interest
|
—
|
|
|
(211
|
)
|
|
—
|
|
|||
Distributions to noncontrolling interest
|
(95
|
)
|
|
(6,924
|
)
|
|
(83
|
)
|
|||
Borrowings on lines of credit
|
1,308,188
|
|
|
1,874,374
|
|
|
1,332,180
|
|
|||
Principal payments on lines of credit
|
(1,624,882
|
)
|
|
(1,497,907
|
)
|
|
(1,441,299
|
)
|
|||
Borrowings on inventory repurchase agreements
|
15,500
|
|
|
70,252
|
|
|
8,453
|
|
|||
Principal payments on inventory repurchase agreements
|
—
|
|
|
(70,252
|
)
|
|
(29,194
|
)
|
|||
Borrowings on structured trade finance agreements
|
333,387
|
|
|
219,774
|
|
|
—
|
|
|||
Principal payments on structured trade finance agreement
|
(365,533
|
)
|
|
(187,628
|
)
|
|
—
|
|
|||
Borrowings on other long-term debt
|
42,792
|
|
|
20,488
|
|
|
—
|
|
|||
Principal payments on other long-term debt
|
(15,698
|
)
|
|
(3,252
|
)
|
|
(3,371
|
)
|
|||
Cash paid for deferred debt issuance costs
|
(885
|
)
|
|
(402
|
)
|
|
(1,650
|
)
|
|||
Net cash provided by (used in) financing activities
|
(349,191
|
)
|
|
384,019
|
|
|
(158,541
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate on cash
|
360
|
|
|
(8
|
)
|
|
(17
|
)
|
|||
Net change in cash and cash equivalents
|
(3,315
|
)
|
|
3,299
|
|
|
17,837
|
|
|||
Cash and cash equivalents at beginning of year
|
25,882
|
|
|
22,583
|
|
|
4,746
|
|
|||
Cash and cash equivalents at end of year
|
$
|
22,567
|
|
|
$
|
25,882
|
|
|
$
|
22,583
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
10,879
|
|
|
$
|
8,151
|
|
|
$
|
7,034
|
|
Cash paid for income taxes
|
583
|
|
|
2,487
|
|
|
4,187
|
|
|||
|
|
|
|
|
|
||||||
Supplemental disclosures on non-cash investing and financing activities
|
|
|
|
|
|
||||||
Non-cash capital contributions by members (a)
|
$
|
12,156
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-cash contributions from noncontrolling interests
|
—
|
|
|
1,250
|
|
|
—
|
|
|||
Non-cash redemptions of membership interests
|
(3,860
|
)
|
|
(3,422
|
)
|
|
—
|
|
|||
Non-cash redemptions of noncontrolling interests (a)
|
(12,156
|
)
|
|
—
|
|
|
—
|
|
(amounts in thousands)
|
December 31, 2013
|
|
December 31, 2012
|
||||
Cash and cash equivalents
|
$
|
294
|
|
|
$
|
43
|
|
Margin deposits, net
|
2,105
|
|
|
847
|
|
||
Accounts receivable
|
7,666
|
|
|
20,277
|
|
||
Commodity derivative assets - current
|
5,090
|
|
|
5,802
|
|
||
Inventories
|
21,111
|
|
|
16,066
|
|
||
Other current assets
|
278
|
|
|
65
|
|
||
Property and equipment, net
|
34,721
|
|
|
21,525
|
|
||
Commodity derivative assets - long-term
|
17
|
|
|
—
|
|
||
Goodwill
|
2,155
|
|
|
—
|
|
||
Other intangibles, net
|
1,877
|
|
|
—
|
|
||
Current maturities of long-term debt
|
(2,607
|
)
|
|
(560
|
)
|
||
Accounts payable
|
(36,754
|
)
|
|
(31,249
|
)
|
||
Commodity derivative liabilities - current
|
(6,999
|
)
|
|
(4,395
|
)
|
||
Other current liabilities
|
(786
|
)
|
|
(237
|
)
|
||
Commodity derivative liabilities - long-term
|
(19
|
)
|
|
—
|
|
||
Long-term debt
|
(25,120
|
)
|
|
(4,807
|
)
|
•
|
Death or disability of a member that is a natural person;
|
•
|
Any member’s redemption request within a rolling 12-month period limited to $100,000; and
|
•
|
For members owning units with a redemption value over $200,000, any redemption request that would not cause the Company to breach any of its financial covenants with its lenders or would not otherwise imperil the financial condition of the Company at the discretion of the Board of Managers over a series of separate redemption notices.
|
(amounts in thousands)
|
2013
|
|
2012
|
||||
Cash deposits posted
|
$
|
15,605
|
|
|
$
|
12,777
|
|
Cash deposits received
|
(1,124
|
)
|
|
(23,583
|
)
|
||
Unrealized gain on derivatives
|
28,271
|
|
|
52,385
|
|
||
Unrealized loss on derivatives
|
(17,894
|
)
|
|
(23,204
|
)
|
||
|
$
|
24,858
|
|
|
$
|
18,375
|
|
(amounts in thousands)
|
Balance at beginning of period
|
|
Charged to costs and expenses
|
|
Deductions
|
|
|
Balance at end of period
|
|||||||
Allowance for doubtful accounts receivable - year ended December 31,
|
|
|
|
|
|
|
|
||||||||
2013
|
$
|
20,965
|
|
|
$
|
760
|
|
|
$
|
360
|
|
|
$
|
21,365
|
|
2012
|
19,839
|
|
|
6,917
|
|
|
5,791
|
|
|
20,965
|
|
||||
2011
|
14,538
|
|
|
5,964
|
|
|
664
|
|
|
19,838
|
|
(amounts in thousands)
|
Transloading joint venture
|
||
Consideration:
|
|
||
Cash paid, net of cash acquired
|
$
|
2,969
|
|
Noncontrolling interest
|
3,000
|
|
|
|
$
|
5,969
|
|
Recognized amounts of assets acquired and liabilities assumed:
|
|
||
Accounts receivable and other current assets
|
$
|
913
|
|
Machinery and equipment
|
7,603
|
|
|
Intangibles
|
2,100
|
|
|
Goodwill
|
2,155
|
|
|
Accounts payable and other current liabilities
|
(185
|
)
|
|
Long-term debt
|
(6,617
|
)
|
|
Fair value of net assets acquired
|
$
|
5,969
|
|
(amounts in thousands)
|
U.K.-based commodity
merchandising company
|
||
Consideration:
|
|
||
Cash paid, net of cash acquired
|
$
|
4,419
|
|
Noncontrolling interest
|
9,121
|
|
|
|
$
|
13,540
|
|
Recognized amounts of assets acquired and liabilities assumed:
|
|
||
Accounts receivable and other current assets
|
$
|
9,620
|
|
Inventories
|
17,130
|
|
|
Net commodity derivative gains
|
2,266
|
|
|
Office furniture and computer equipment
|
59
|
|
|
Intangibles
|
693
|
|
|
Accounts payable and other current liabilities
|
(6,065
|
)
|
|
Line of credit facility
|
(9,437
|
)
|
|
Current and deferred income tax liabilities
|
(726
|
)
|
|
Fair value of net assets acquired
|
$
|
13,540
|
|
(amounts in thousands)
|
Canadian commodity merchandising company
|
||
Consideration:
|
|
||
Fair value of previously held interest
|
$
|
6,464
|
|
Cash acquired
|
(3,173
|
)
|
|
|
$
|
3,291
|
|
Recognized amounts of assets acquired and liabilities assumed:
|
|
||
Margin deposits
|
$
|
916
|
|
Accounts receivable and other current assets
|
15,161
|
|
|
Inventories
|
6,084
|
|
|
Net commodity derivative gains
|
1,770
|
|
|
Other fixed assets
|
134
|
|
|
Accounts payable and other current liabilities
|
(20,737
|
)
|
|
Other long-term liabilities
|
(37
|
)
|
|
Fair value of net assets acquired
|
$
|
3,291
|
|
(amounts in thousands)
|
December 31, 2013
|
|
December 31, 2012
|
||||
Canadian grain elevator company
|
$
|
48,237
|
|
|
$
|
—
|
|
Canadian commodity merchandising joint venture
|
—
|
|
|
5,000
|
|
||
Other investments at equity
|
1,712
|
|
|
1,223
|
|
||
|
$
|
49,949
|
|
|
$
|
6,223
|
|
(amounts in thousands)
|
2013
|
|
2012
|
||||
Current assets
|
$
|
588,440
|
|
|
$
|
340,741
|
|
Property, plant, and equipment
|
98,184
|
|
|
1,223
|
|
||
Other assets
|
31,638
|
|
|
77
|
|
||
|
$
|
718,262
|
|
|
$
|
342,041
|
|
|
|
|
|
||||
Current liabilities
|
$
|
492,181
|
|
|
$
|
293,073
|
|
Long-term liabilities
|
120,782
|
|
|
31,790
|
|
||
Equity
|
105,299
|
|
|
17,178
|
|
||
|
$
|
718,262
|
|
|
$
|
342,041
|
|
|
|
|
|
||||
Sales
|
$
|
1,791,175
|
|
|
$
|
1,712,383
|
|
Net income
|
$
|
5,056
|
|
|
$
|
499
|
|
Level 1 Inputs:
|
Quoted prices (unadjusted) for identical assets or liabilities in active markets;
|
Level 2 Inputs:
|
Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly; and
|
Level 3 Inputs:
|
Unobservable inputs (e.g., a reporting entity's own data).
|
|
2013
|
||||||||||||||
(amounts in thousands)
|
Quoted Price in Active Markets For Identical Assets
(Level 1)
|
|
Significant Other Unobservable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Margin deposits
|
$
|
11,450
|
|
|
$
|
(1,073
|
)
|
|
$
|
—
|
|
|
$
|
10,377
|
|
Readily marketable inventories
|
—
|
|
|
280,389
|
|
|
—
|
|
|
280,389
|
|
||||
Commodity derivative assets
|
—
|
|
|
142,790
|
|
|
—
|
|
|
142,790
|
|
||||
Total assets
|
$
|
11,450
|
|
|
$
|
422,106
|
|
|
$
|
—
|
|
|
$
|
433,556
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity derivative liabilities
|
—
|
|
|
100,061
|
|
|
—
|
|
|
100,061
|
|
||||
Total liabilities
|
$
|
—
|
|
|
$
|
100,061
|
|
|
$
|
—
|
|
|
$
|
100,061
|
|
|
2012
|
||||||||||||||
(amounts in thousands)
|
Quoted Price in Active Markets For Identical Assets
(Level 1)
|
|
Significant Other Unobservable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Margin deposits
|
$
|
27,789
|
|
|
$
|
1,392
|
|
|
$
|
—
|
|
|
$
|
29,181
|
|
Readily marketable inventories
|
—
|
|
|
401,141
|
|
|
—
|
|
|
401,141
|
|
||||
Commodity derivative assets
|
—
|
|
|
148,472
|
|
|
—
|
|
|
148,472
|
|
||||
Total assets
|
$
|
27,789
|
|
|
$
|
551,005
|
|
|
$
|
—
|
|
|
$
|
578,794
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity derivative liabilities
|
—
|
|
|
94,444
|
|
|
—
|
|
|
94,444
|
|
||||
Total liabilities
|
$
|
—
|
|
|
$
|
94,444
|
|
|
$
|
—
|
|
|
$
|
94,444
|
|
(amounts in thousands)
|
December 31, 2013
|
|
December 31, 2012
|
||||
Commodity derivative assets - current
|
$
|
142,689
|
|
|
$
|
147,967
|
|
Commodity derivative assets - long-term
|
101
|
|
|
505
|
|
||
Commodity derivative liabilities - current
|
(99,534
|
)
|
|
(94,082
|
)
|
||
Commodity derivative liabilities - long-term
|
(527
|
)
|
|
(362
|
)
|
||
Regulated futures and options contract gains in margin deposits
|
24,228
|
|
|
46,557
|
|
||
Regulated futures and options contract losses in margin deposits
|
(12,778
|
)
|
|
(18,768
|
)
|
||
Exchange-traded OTC contract gains included in margin deposits
|
3,905
|
|
|
5,025
|
|
||
Exchange-traded OTC contract losses included in margin deposits
|
(4,055
|
)
|
|
(4,045
|
)
|
||
Total estimated fair value of commodity derivatives
|
$
|
54,029
|
|
|
$
|
82,797
|
|
(amounts in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Derivative-based transaction activities
|
|
|
|
|
|
||||||
Sales
|
$
|
8,574,336
|
|
|
$
|
6,952,571
|
|
|
$
|
5,905,521
|
|
Cost of goods sold
|
8,422,324
|
|
|
6,813,129
|
|
|
5,796,130
|
|
|||
Gross margin
|
152,012
|
|
|
139,442
|
|
|
109,391
|
|
|||
Other operating income
|
2,678
|
|
|
16,578
|
|
|
19,048
|
|
|||
Other (loss) income - net
|
(397
|
)
|
|
10
|
|
|
(284
|
)
|
|
2013
|
|
2012
|
|
Unit of measure
|
||
Commodity:
|
|
|
|
|
|
||
Corn
|
471,571,514
|
|
|
523,118,520
|
|
|
bushels
|
Wheat
|
98,916,149
|
|
|
119,811,374
|
|
|
bushels
|
Soybeans
|
93,772,511
|
|
|
72,801,922
|
|
|
bushels
|
Dried distillers grain
|
4,215,219
|
|
|
940,833
|
|
|
tons
|
Cottonseed
|
278,065
|
|
|
267,645
|
|
|
tons
|
Ethanol
|
208,401,215
|
|
|
166,980,605
|
|
|
gallons
|
Natural gas
|
—
|
|
|
1,730,000
|
|
|
MMBtu
|
Crude oil
|
12,960,877
|
|
|
122,957,912
|
|
|
gallons
|
Propane
|
1,470,000
|
|
|
1,932,000
|
|
|
gallons
|
Gasoline
|
26,334,000
|
|
|
—
|
|
|
gallons
|
Forward freight agreements
|
165
|
|
|
90
|
|
|
days
|
Other
|
906,701
|
|
|
711,602
|
|
|
metric tons
|
(amounts in thousands)
|
2013
|
|
2012
|
||||
Corn
|
$
|
60,732
|
|
|
$
|
100,158
|
|
Soybeans
|
101,438
|
|
|
145,118
|
|
||
Wheat
|
53,875
|
|
|
115,908
|
|
||
Dried distillers grain
|
49,028
|
|
|
14,680
|
|
||
Cottonseed
|
6,862
|
|
|
11,784
|
|
||
Soybean oil
|
—
|
|
|
11,044
|
|
||
Other inventories
|
8,454
|
|
|
2,449
|
|
||
|
$
|
280,389
|
|
|
$
|
401,141
|
|
(amounts in thousands)
|
2013
|
|
2012
|
||||
Ethanol
|
$
|
3,436
|
|
|
$
|
47,450
|
|
Potato products
|
16,252
|
|
|
15,169
|
|
||
Organic grains and ingredients
|
20,605
|
|
|
—
|
|
||
Fishmeal
|
4,138
|
|
|
—
|
|
||
Other inventories
|
3,168
|
|
|
1,041
|
|
||
|
$
|
47,599
|
|
|
$
|
63,660
|
|
|
|
|
Other Intangible Assets
|
|||||
(amounts in thousands)
|
Goodwill
|
|
Gross Amount
|
|
Accumulated Amortization
|
|||
December 31, 2012
|
14,893
|
|
|
20,700
|
|
|
(6,724
|
)
|
December 31, 2013
|
17,048
|
|
|
23,543
|
|
|
(9,127
|
)
|
(amounts in thousands)
|
|
||
2014
|
$
|
2,668
|
|
2015
|
2,553
|
|
|
2016
|
2,422
|
|
|
2017
|
2,393
|
|
|
2018
|
2,313
|
|
|
Thereafter
|
2,067
|
|
(amounts in thousands)
|
December 31, 2013
|
|
December 31, 2012
|
||||
Line of credit facility maturing November 1, 2014
|
$
|
122,318
|
|
|
$
|
439,812
|
|
Inventory repurchase agreements
|
15,500
|
|
|
—
|
|
||
Structured trade line of credit
|
—
|
|
|
32,146
|
|
||
Subordinated note payable maturing March 5, 2015
|
14,950
|
|
|
14,913
|
|
||
Term loans secured with certain property and equipment
|
59,282
|
|
|
23,907
|
|
||
Credit facilities of U.K.-based commodity merchandising company due on demand
|
10,950
|
|
|
—
|
|
||
Other obligations
|
5,006
|
|
|
3,278
|
|
||
|
228,006
|
|
|
514,056
|
|
||
Less current maturities
|
156,471
|
|
|
476,675
|
|
||
|
$
|
71,535
|
|
|
$
|
37,381
|
|
(amounts in thousands)
|
|
||
2014
|
$
|
7,703
|
|
2015
|
22,814
|
|
|
2016
|
7,131
|
|
|
2017
|
5,431
|
|
|
2018
|
5,386
|
|
|
Thereafter
|
30,773
|
|
(amounts in thousands)
|
2013
|
|
2012
|
||||
Deferred income tax assets:
|
|
|
|
||||
Unrealized derivative contract losses
|
$
|
10,044
|
|
|
$
|
3,758
|
|
Allowance for doubtful accounts
|
293
|
|
|
308
|
|
||
In-transit activity
|
423
|
|
|
—
|
|
||
Other
|
456
|
|
|
158
|
|
||
Net operating loss carryforwards
|
555
|
|
|
131
|
|
||
|
11,771
|
|
|
4,355
|
|
||
Valuation allowance
|
(346
|
)
|
|
(131
|
)
|
||
Total deferred income tax assets
|
11,425
|
|
|
4,224
|
|
||
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Unrealized derivative contract gains
|
(14,195
|
)
|
|
(5,883
|
)
|
||
In-transit activity
|
—
|
|
|
(188
|
)
|
||
Property and equipment
|
(10
|
)
|
|
(10
|
)
|
||
Intangibles
|
(4,869
|
)
|
|
(5,531
|
)
|
||
Other
|
(12
|
)
|
|
—
|
|
||
Total deferred income tax liabilities
|
(19,086
|
)
|
|
(11,612
|
)
|
||
|
|
|
|
||||
Net deferred income tax liabilities
|
$
|
(7,661
|
)
|
|
$
|
(7,388
|
)
|
(amounts in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Current:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
2,957
|
|
|
$
|
1,904
|
|
|
$
|
1,871
|
|
State
|
204
|
|
|
380
|
|
|
508
|
|
|||
Foreign
|
434
|
|
|
(198
|
)
|
|
1,024
|
|
|||
|
3,595
|
|
|
2,086
|
|
|
3,403
|
|
|||
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
||||||
U.S. Federal
|
276
|
|
|
(327
|
)
|
|
(450
|
)
|
|||
State
|
(108
|
)
|
|
(57
|
)
|
|
(82
|
)
|
|||
Foreign
|
(654
|
)
|
|
8
|
|
|
(34
|
)
|
|||
|
(486
|
)
|
|
(376
|
)
|
|
(566
|
)
|
|||
|
|
|
|
|
|
||||||
Total income tax provision
|
$
|
3,109
|
|
|
$
|
1,710
|
|
|
$
|
2,837
|
|
(amounts in thousands)
|
2013 Awards
|
|
2012 Awards
|
|
2011 Awards
|
|
Total
|
||||||||
2014
|
$
|
1,693
|
|
|
$
|
1,552
|
|
|
$
|
1,289
|
|
|
$
|
4,534
|
|
2015
|
1,693
|
|
|
1,454
|
|
|
—
|
|
|
3,147
|
|
||||
2016
|
1,677
|
|
|
—
|
|
|
—
|
|
|
1,677
|
|
||||
Total assets
|
$
|
5,063
|
|
|
$
|
3,006
|
|
|
$
|
1,289
|
|
|
$
|
9,358
|
|
(amounts in thousands)
|
|
||
2014
|
$
|
6,657
|
|
2015
|
4,826
|
|
|
2016
|
2,776
|
|
|
2017
|
1,350
|
|
|
2018
|
54
|
|
|
Thereafter
|
—
|
|
|
|
$
|
15,663
|
|
(amounts in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Sales
|
$
|
129,810
|
|
|
$
|
122,671
|
|
|
$
|
192,867
|
|
Cost of goods sold
|
326,023
|
|
|
171,847
|
|
|
173,746
|
|
|||
Interest income
|
562
|
|
|
525
|
|
|
700
|
|
|||
Interest expense
|
467
|
|
|
221
|
|
|
332
|
|
|||
Gain on deconsolidation of a subsidiary
|
5,788
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
24,162
|
|
|
$
|
32,285
|
|
|
|
||
Note receivable
|
9,828
|
|
|
9,828
|
|
|
|
||||
Current maturities of long-term debt
|
2,433
|
|
|
1,146
|
|
|
|
||||
Accounts payable
|
78,183
|
|
|
9,747
|
|
|
|
||||
Net gain (loss) on forward cash purchase and cash sales contracts
|
(4,043
|
)
|
|
1,097
|
|
|
|
||||
Other current liabilities
|
—
|
|
|
1,130
|
|
|
|
||||
Long-term debt
|
2,573
|
|
|
1,146
|
|
|
|
1.
|
Implemented a control that ensures that all manual journal entries are reviewed by an appropriate person.
|
2.
|
Designed effective segregation of duties, by removing the ability to post journal entries from all manual journal entry reviewers.
|
3.
|
Enhanced information technology controls related to the granting and on-going monitoring of a users' access to post journal entries.
|
4.
|
Implemented a periodic access review to verify all user access to post journal entries.
|
|
|
|
|
|
(a) (1)
|
|
|
The Consolidated Financial Statements of the Company are set forth under Item 8 of this report on Form 10-K.
|
|
|
|
|
||
(2
|
)
|
|
The following consolidated financial statement schedule is included in Item 15(d):
|
Page
|
|
|
|
||
|
II.
|
Consolidated Valuation and Qualifying Accounts - years ended December 31, 2013, 2012 and 2011
|
|
|
|
|
||
(3
|
)
|
|
Exhibits:
|
|
|
|
|
|
|||
|
2.1
|
|
Agreement and Plan of Merger, dated April 28, 1995 and amended as of September 26, 1995, by and between The Andersons Management Corp. and The Andersons. (Incorporated by reference to Exhibit 2.1 to Registration Statement No. 33-58963).
|
|
|
|
|
|
|||
|
3.1
|
|
Articles of Incorporation. (Incorporated by reference to Exhibit 3(d) to Registration Statement No. 33-16936).
|
|
|
|
|
|
|
||
|
3.4
|
|
Code of Regulations of The Andersons, Inc. (Incorporated by reference to Exhibit 3.4 to Registration Statement No. 33-58963).
|
|
|
|
|
|
|
||
|
4.1
|
|
Form of Indenture dated as of October 1, 1985, between The Andersons, Inc. and Ohio Citizens Bank, as Trustee (Incorporated by reference to Exhibit 4 (a) in Registration Statement No. 33-819).
|
|
|
|
|
|
|
||
|
4.3
|
|
Specimen Common Share Certificate. (Incorporated by reference to Exhibit 4.1 to Registration Statement No. 33-58963).
|
|
|
|
|
|
|
||
|
4.4
|
|
The Seventeenth Supplemental Indenture dated as of August 14, 1997, between The Andersons, Inc. and The Fifth Third Bank, successor Trustee to an Indenture between The Andersons and Ohio Citizens Bank, dated as of October 1, 1985. (Incorporated by reference to Exhibit 4.4 to The Andersons, Inc. 1998 Annual Report on Form 10-K).
|
|
|
|
|
|
|
||
|
4.5
|
|
Loan Agreement dated October 30, 2002 and amendments through the ninth amendment dated March 14, 2007 between The Andersons, Inc., the banks listed therein and U.S. Bank National Association as Administrative Agent. (Incorporated by reference from Form 10-Q filed November 9, 2006).
|
|
|
|
|
|
|
||
|
4.6
|
|
Form of Indenture dated June 28, 2012, between The Andersons, Inc. and Huntington National Bank, as Trustee (Incorporated by reference to Exhibit 4.1 in Registration Statement No. 333-182428
|
|
|
|
|
|
|
||
|
10.1
|
|
Management Performance Program. * (Incorporated by reference to Exhibit 10(a) to the Predecessor Partnership's Form 10-K dated December 31, 1990, File No. 2-55070).
|
|
|
|
|
|
|
||
|
10.3
|
|
The Andersons, Inc. 2004 Employee Share Purchase Plan * (Incorporated by reference to Appendix B to the Proxy Statement for the May 13, 2004 Annual Meeting).
|
|
|
|
|
|
|
||
|
10.4
|
|
Marketing Agreement between The Andersons, Inc. and Cargill, Incorporated dated June 1, 1998 (Incorporated by reference from Form 10-Q for the quarter ended June 30, 2003).
|
|
|
|
|
|
|
||
|
10.5
|
|
Lease and Sublease between Cargill, Incorporated and The Andersons, Inc. dated June 1, 1998 (Incorporated by reference from Form 10-Q for the quarter ended June 30, 2003).
|
|
|
|
|
|
|
||
|
10.6
|
|
Amended and Restated Marketing Agreement between The Andersons, Inc.; The Andersons Agriculture Group LP; and Cargill, Incorporated dated June 1, 2003 (Incorporated by reference from Form 10-Q for the quarter ended June 30, 2003).
|
|
|
|
|
|
|
||
|
10.7
|
|
Amendment to Lease and Sublease between Cargill, Incorporated; The Andersons Agriculture Group LP; and The Andersons, Inc. dated July 10, 2003 (Incorporated by reference from Form 10-Q for the quarter ended June 30, 2003).
|
|
|
|
|
|
|
||
|
10.18
|
|
The Andersons, Inc. Long-Term Performance Compensation Plan dated May 6, 2005* (Incorporated by reference to Appendix A to the Proxy Statement for the May 6, 2005 Annual Meeting).
|
|
|
|
|
|
|
||
|
10.26
|
|
Form of Stock Only Stock Appreciation Rights Agreement (Incorporated by reference from Form 10-Q filed May 10, 2007).
|
|
|
|
|
|
|
|
10.29
|
|
Note Purchase Agreement, dated March 27, 2008, between The Andersons, Inc., as borrowers, and several purchases with Wells Fargo Capital Markets acting as agent (Incorporated by reference from Form 8-K filed March 27, 2008).
|
|
|
|
|
||
|
10.31
|
|
Form of Stock Only Stock Appreciation Rights Agreement (Incorporated by reference from Form 10-Q filed May 9, 2008).
|
|
|
|
|
||
|
10.34
|
|
Form of Change in Control and Severance Participation Agreement (Incorporated by reference from Form 8-K filed January 13, 2009).
|
|
|
|
|
|
|
|
10.35
|
|
Change in Control and Severance Policy (Incorporated by reference from Form 8-K filed January 13, 2009).
|
|
|
|
|
|
|
|
10.36
|
|
Form of Performance Share Award Agreement (Incorporated by reference from Form 8-K filed March 6, 2009).
|
|
|
|
|
|
|
|
10.37
|
|
Form of Stock Only Stock Appreciation Rights Agreement (Incorporated by reference from Form 8-K filed March 6, 2009).
|
|
|
|
|
|
|
|
10.38
|
|
Form of Stock Only Stock Appreciation Rights Agreement - Non-Employee Directors (Incorporated by reference from Form 8-K filed March 6, 2009).
|
|
|
|
|
|
|
|
10.40
|
|
Amended and Restated Note Purchase Agreement, dated February 26, 2010, between The Andersons, Inc., as borrower, and Co-Bank, one of the lenders to the original agreement (Incorporated by reference from Form 8-K filed March 5, 2010).
|
|
|
|
|
|
|
|
10.41
|
|
Form of Stock Only Stock Appreciation Rights Agreement (Incorporated by reference from Form 10-Q filed May 7, 2010).
|
|
|
|
|
|
|
|
10.42
|
|
Form of Performance Share Award Agreement (Incorporated by reference from Form 10-Q filed May 7, 2010).
|
|
|
|
|
|
|
|
10.46
|
|
Form of Restricted Share Award Agreement (Incorporated by reference from Form 10-Q filed May 5, 2011).
|
|
|
|
|
|
|
|
10.47
|
|
Form of Performance Share Unit Agreement (Incorporated by reference from Form 10-Q filed May 5, 2011).
|
|
|
|
|
|
|
|
10.48
|
|
Fourth Amended and Restated Loan Agreement, dated December 7, 2011, between The Andersons, Inc., as borrower, and several banks with U.S. Bank National Association acting as agent and lender (Incorporated by reference from Form 8-K filed December 8, 2011).
|
|
|
10.49
|
|
Form of Restricted Share Award Agreement (Incorporated by reference from Form 10-Q filed May 9, 2012).
|
|
|
|
|
|
|
|
10.50
|
|
Form of Performance Share Unit Agreement (Incorporated by reference from Form 10-Q filed May 9, 2012).
|
|
|
|
|
|
|
|
10.51
|
|
Form of Restricted Share Award Agreement (Incorporated by reference from Form 10-Q filed May 9, 2012).
|
|
|
|
|
|
|
|
10.52
|
|
Form of Performance Share Unit Agreement (Incorporated by reference from Form 10-Q filed May 9, 2012).
|
|
|
|
|
|
|
|
10.53
|
|
Asset Purchase Agreement among Green Plains Grain Company LLC, Green Plains Grain Company TN LLC, Green Plains Renewable Energy, Inc. and The Andersons, Inc. dated October 26, 2012. (Incorporated by reference from Form 8-K filed October 29, 2012).
|
|
|
|
|
|
|
|
10.54
|
|
First Amendment to Asset Purchase Agreement between Green Plains Grain Company LLC, Green Plains Grain Company TN LLC, Green Plains Renewable Energy, Inc. and The Andersons, Inc. dated November 30, 2012 (Incorporated by reference from Form 8-K filed December 3, 2012).
|
|
|
|
|
|
|
|
10.55
|
|
Stock Purchase Agreement among the Sellers and The Andersons, Inc. and Lansing Trade Group LLC dated May 31, 2013 (Incorporated by reference from Form 8-K filed August 2, 2013).
|
|
|
|
|
|
|
|
10.56
|
|
Membership Interest Redemption Agreement between Lansing Trade Group, LLC and The Andersons Agriculture Group, L.P. (Incorporated by reference from Form 8-K filed January 23, 2014)
|
|
|
|
|
|
|
10.57
|
|
Second Amended and Restated Marketing Agreement between The Andersons, Inc. and Cargill, Incorporated dated June 1, 2013.** (The exhibits to the Marking Agreement have been omitted. The Company will furnish such exhibits to the SEC upon request.)
|
|
|
|
|
|
|
|
10.58
|
|
First Amendment to Lease and Sublease between Cargill, Incorporated and The Andersons, Inc. dated June 1, 2013.**
|
|
|
|
|
|
|
|
10.59
|
|
Form of Performance Share Unit Agreement (filed herewith).
|
|
|
|
|
|
|
|
10.60
|
|
Form of Restricted Share Award Agreement (filed herewith).
|
|
|
|
|
|
|
|
10.61
|
|
Form of Restricted Share Award - Non-Employee Directors Agreement (filed herewith).
|
|
|
|
|
|
|
|
12
|
|
Computation of Ratio of Earnings to Fixed Charges (filed herewith).
|
|
|
|
|
|
|
|
21
|
|
Consolidated Subsidiaries of The Andersons, Inc (filed herewith).
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm (filed herewith).
|
|
|
|
|
|
|
|
23.2
|
|
Consent of Independent Registered Public Accounting Firm (filed herewith).
|
|
|
|
|
|
|
|
23.3
|
|
Consent of Independent Registered Public Accounting Firm (filed herewith).
|
|
|
|
|
|
|
|
31.1
|
|
Certification of the Chairman and Chief Executive Officer under Rule 13(a)-14(a)/15d-14(a) (filed herewith).
|
|
|
|
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer under Rule 13(a)-14(a)/15d-14(a) (filed herewith).
|
|
|
|
|
|
|
|
32.1
|
|
Certifications Pursuant to 18 U.S.C. Section 1350 (filed herewith).
|
|
|
|
|
|
|
|
101
|
|
Financial statements from the annual report on Form 10-K of The Andersons, Inc. for the year ended December 31, 2013, formatted in XBRL: (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statement of Cash Flows and (vi) the Notes to Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
|
(b)
|
|
Exhibits:
|
|
|
|
|
|
|
|
The exhibits listed in Item 15(a)(3) of this report, and not incorporated by reference, follow "Financial Statement Schedule" referred to in (c) below.
|
|
|
|
|
|
(c)
|
|
Financial Statement Schedule
|
|
|
|
|
|
|
|
The financial statement schedule listed in 15(a)(2) follows "Signatures."
|
|
|
|
|
|
|
THE ANDERSONS, INC.
(Registrant)
|
|
|
|
Date: February 28, 2014
|
|
By /s/ Michael J. Anderson
|
|
|
Michael J. Anderson
|
|
|
Chairman and Chief Executive Officer (Principal Executive Officer)
|
|
|
|
Date: February 28, 2014
|
|
By /s/ John Granato
|
|
|
John Granato
|
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
|
Signature
|
Title
|
Date
|
|
Signature
|
Title
|
Date
|
/s/ Michael J. Anderson
|
Chairman and Chief Executive Officer
|
2/28/2014
|
|
/s/ Donald L. Mennel
|
Director
|
2/28/2014
|
Michael J. Anderson
|
(Principal Executive Officer)
|
|
|
Donald L. Mennel
|
|
|
|
|
|
|
|
|
|
/s/ John Granato
|
Chief Financial Officer
|
2/28/2014
|
|
/s/ Patrick S. Mullin
|
Director
|
2/28/2014
|
John Granato
|
(Principal Financial Officer)
|
|
|
Patrick S. Mullin
|
|
|
|
|
|
|
|
|
|
/s/ Gerard M. Anderson
|
Director
|
2/28/2014
|
|
/s/ David L. Nichols
|
Director
|
2/28/2014
|
Gerard M. Anderson
|
|
|
|
David L. Nichols
|
|
|
|
|
|
|
|
|
|
/s/ Robert J. King, Jr.
|
Director
|
2/28/2014
|
|
/s/ John T. Stout, Jr.
|
Director
|
2/28/2014
|
Robert J. King, Jr.
|
|
|
|
John T. Stout, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Catherine M. Kilbane
|
Director
|
2/28/2014
|
|
/s/ Jacqueline F. Woods
|
Director
|
2/28/2014
|
Catherine M. Kilbane
|
|
|
|
Jacqueline F. Woods
|
|
|
|
|
|
|
|
|
|
/s/ Ross W. Manire
|
Director
|
2/28/2014
|
|
|
|
|
Ross W. Manire
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Additions
|
|
|
|||||||||||
Description
|
Balance at beginning of period
|
Charged to costs and expenses
|
Transferred from (to) allowance for accounts / notes receivable
|
(1)
Deductions
|
Balance at end of period
|
||||||||||
Allowance for doubtful accounts receivable - Year ended December 31,
|
|||||||||||||||
2013
|
$
|
4,883
|
|
$
|
1,187
|
|
$
|
—
|
|
$
|
(1,077
|
)
|
$
|
4,993
|
|
2012
|
4,799
|
|
1,129
|
|
46
|
|
(1,091
|
)
|
4,883
|
|
|||||
2011
|
5,684
|
|
187
|
|
46
|
|
(1,118
|
)
|
4,799
|
|
|
|
|
No.
|
|
Description
|
|
|
|
10.57
|
|
Second Amended and Restated Marketing Agreement between The Andersons, Inc. and Cargill, Incorporated dated June 1, 2013. (The exhibits to the Marking Agreement have been omitted. The Company will furnish such exhibits to the SEC upon request.)
|
|
|
|
10.58
|
|
First Amendment to Lease and Sublease between Cargill, Incorporated and The Andersons, Inc. dated June 1, 2013.
|
|
|
|
10.59
|
|
Form of Performance Share Unit Agreement.
|
|
|
|
10.60
|
|
Form of Restricted Share Award Agreement.
|
|
|
|
10.61
|
|
Form of Restricted Share Award - Non-Employee Directors Agreement.
|
|
|
|
12
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
21
|
|
Consolidated Subsidiaries of The Andersons, Inc.
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
23.2
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
23.3
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
31.1
|
|
Certification of the Chairman and Chief Executive Officer under Rule 13(a)-14(a)/15d-14(a).
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer under Rule 13(a)-14(a)/15d-14(a).
|
|
|
|
32.1
|
|
Certifications Pursuant to 18 U.S.C. Section 1350.
|
|
|
|
101
|
|
Financial Statements from the annual report on Form 10-K of The Andersons, Inc. for the year ended December 31, 2013, formatted in XBRL: (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Equity, (v) the Condensed Consolidated Statement of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements.
|
(a)
|
Except as otherwise agreed in writing by the parties, the parties hereby establish
|
(b)
|
Pursuant to
Section 3.1(a)
, distribution payments, if any, between Cargill and
|
(c)
|
At the end of each Contract Year, the parties will conduct a true-up of the
|
|
Year 1
|
Year 2
|
Year 3
|
Year 4
|
Year 5
|
Cumulative EBT Loss Share Threshold
|
$2.5 M
|
$5 M
|
$7.5 M
|
$10 M
|
$12.5 M
|
Cumulative EBT Gain Share Threshold
|
$3.8 M
|
$7.6 M
|
$11.4 M
|
$15.2 M
|
$19 M
|
Cumulative Max Loss
|
$400,000
|
$800,000
|
$1.2 M
|
$1.6 M
|
$2 M
|
(i)
|
The parties agree the Annual Working Capital charge shall be calculated
|
(ii)
|
Cost of Annual Working Capital will be based and charged on actual
|
(iii)
|
For each calendar year beginning with the 2014, the parties shall
|
(iv)
|
At least sixty (60) days prior to the end of 2014 and each following
|
(v)
|
Prior to the end of the calendar year beginning in 2014, Cargill and TAI
|
(vi)
|
If, in the judgment of the parties, substantial higher or lower Annual
|
(i)
|
All Major Capital Spending in excess of TWO HUNDRED FIFTY
|
(ii)
|
If, in the judgment of the parties, substantial new capital investment or a
|
1.
|
ADVISORY PANEL.
An advisory panel consisting of approximately four (4) representatives, unless the parties otherwise mutually agree, from each party (the “Panel”) shall be
|
2.
|
DESIGNATED MERCHANTS
. Each party will designate merchants from time to time who will act as the primary contacts for information regarding the origination and marketing of grain under this Agreement (the “Designated Merchants”). Information shared between Designated Merchants shall be limited to the information needed to carry out the Origination and Marketing decisions and other related activities.
|
3.
|
COMPETITION
. Cargill and TAI often are competitors in their grain buying and selling activities. These competitive activities will continue, and this Agreement is not intended to lessen or eliminate competition between the two companies outside Toledo/Maumee. No employee of Cargill or TAI may represent that, as a result of this Agreement, the two companies should restrict or lessen their competitive activities that are outside the scope of this Agreement.
|
1.
|
RECITALS
:
The second WHEREAS provision of the Lease is deleted in its entirety and replaced with the following:
WHEREAS, Landlord owns a leasehold interest in the real estate described in the attached Exhibit B, together with a grain facility and other buildings, fixtures, improvements, machinery, equipment, rolling stock, located thereon, located in the City of Toledo, Lucas County, Ohio (hereinafter referred to as the “Toledo Facility”) (the Maumee Facility and the Toledo Facility shall collectively be referred to as the “Facilities”) under the terms of a |
2.
|
TERM
:
The Expiration Date set forth in Section 2 of the Lease is hereby amended to be May 31, 2018.
|
3.
|
ALTERATIONS, ADDITIONS AND IMPROVEMENTS:
Section 7 is amended to add the following new subsection (e):
|
(e)
|
Tenant shall have the right to remove or paint over any Cargill names and/or logos on the tanks or buildings at the Facilities and replace them with the Andersons name and/or logo. Upon the expiration of termination of this Lease, Tenant shall be responsible and liable to Landlord for the cost of removing any Andersons names and/or logos from the Facilities and replacing them with Cargill names/logos.
|
4.
|
LANDLORD’S REPRESENTATIONS AND WARRANTIES
:
Section 20(g) is amended to add the following:
|
a.
|
Fifth Supplemental Lease between Toledo-Lucas County Port Authority and Cargill, Incorporated dated March 1, 2004 and Assignment of Fifth Supplemental Lease to The Bank of New York, as co-trustee, and National City Bank, as co-trustee (and subject to the security interest of The Bank of New York and National City Bank, as co-trustee).
|
b.
|
Sixth Supplemental Lease between Toledo-Lucas County Port Authority and Cargill, Incorporated dated April 1, 2004 and Assignment of Sixth Supplemental Lease to The Bank of New York, as co-trustee, and National City Bank, as co-trustee (and subject to the security interest of The Bank of New York and National City Bank, as co-trustee).
|
5.
|
TENANT’S REPRESENTATIONS AND WARRNTIES
:
Section 21(e) is amended to add the following:
|
a.
|
Fifth Supplemental Lease between Toledo-Lucas County Port Authority and Cargill, Incorporated dated March 1, 2004 and Assignment of Fifth Supplemental Lease to The Bank of New York, as co-trustee, and National City Bank, as co-trustee (and subject to the security interest of The Bank of New York and National City Bank, as co-trustee).
|
b.
|
Sixth Supplemental Lease between Toledo-Lucas County Port Authority and Cargill, Incorporated dated April 1, 2004 and Assignment of Sixth Supplemental Lease to The Bank of New York, as co-trustee, and National City Bank, as co-trustee (and subject to the security interest of The Bank of New York and National City Bank, as co-trustee).
|
1.
|
Grant
:
Subject to the terms and conditions of the Plan and this Agreement, The Andersons, Inc. (the “Company”) hereby grants to Participant
<shares granted> PSUs
at Target performance pursuant to paragraph three (3) of this Agreement.
Each PSU shall be equivalent to one Common Share of the Company. By accepting the Agreement, Participant declares having read this Agreement and agrees to be bound by all the terms and conditions contained herein.
|
2.
|
Performance Period:
The Performance Period for the PSUs granted shall be the nine (9) quarter period beginning
October 1, 2013 and ending December 31, 2015.
|
3.
|
Performance Parameters and Vesting of PSUs:
PSUs shall vest at the conclusion of the Performance Period (January 1, 2016) in accordance with the following Performance Parameters based on the Company’s nine (9) quarter cumulative fully diluted Earnings Per Share (“EPS”) computed under Generally Accepted Accounting Principles (GAAP) during the Performance Period. The Compensation & Leadership Development Committee (the “Committee”) of the Board of Directors reserves the right to adjust the EPS presented in the annual report for extraordinary transactions which impact EPS to ensure the pay for performance relationship. The Committee shall certify the level of cumulative EPS achievement prior to conversion of PSUs to Common Shares for issuance to the Participant. No PSUs will be considered vested and earned for payment if the Company's cumulative EPS during the Performance Period is less than $10.51. Participant must be actively employed by the Company as of the end of the Performance Period to be eligible to vest in and receive any payment of your PSUs except as noted in paragraph seven (7) below.
|
*
|
At the Target cumulative EPS 100% of target long-term compensation allocated to PSUs is achieved, which is equal to 100% of the PSUs granted to you under this Agreement. The “% PSUs Vested” at the Maximum performance level achieves 200% of target long-term compensation, which is equal to 200% of the PSUs granted to you under this Agreement.
|
4.
|
Rights as a Shareholder:
Participant shall have no rights as a shareholder with respect to the Common Shares subject to the PSUs granted to Participant during the Performance Period including the right to receive dividends or to vote the Common Shares subject to the PSUs.
|
5.
|
Equivalent Dividends:
If any dividends are paid with respect to Commons Shares of the Company during the Performance Period, additional PSUs will be granted to Participant as of the last day of the Performance Period. The amount of additional PSUs will be computed based on the cumulative per share dividend rate actually paid on Common Shares during the Performance Period and the share price on the last day of the Performance Period. Additional PSUs granted to Participant, if any, shall be subject to the terms and conditions of the Plan and this Agreement and will vest in accordance with the Performance Parameters defined in this Agreement.
|
6.
|
Payment of Earned PSUs:
Vested PSUs rounded to the nearest whole unit shall be delivered to Participant in the form of Common Shares no later than 75 days following the conclusion of the Performance Period. PSUs which do not vest as of the last day of the Performance Period will be forfeited. In that regard, Participant agrees to comply with (or provide adequate assurance as to future compliance with) all applicable securities laws. In addition, Participant has until 15 days prior to the date of vesting to make an election for payment in cash or a sufficient number of vested PSUs (converted to Common Shares) for all federal, state or local taxes of any kind required to be withheld with respect to the vesting of PSUs. If no election is made, vested PSUs will be withheld. Vested PSUs are subject to tax withholding based on the market value of the equivalent number of Common Shares on the date of vesting (i.e., closing price on the business day prior to the date of vesting) at required withholding tax rates. Participant must satisfy all tax withholding requirements as a condition precedent to the issuance of the Common Shares resulting from the vesting of PSUs.
|
7.
|
Termination and Forfeiture of PSUs
: Participant’s right to receive unvested PSUs shall terminate in whole and forfeit upon termination of employment with the Company or its subsidiaries for any reason, except in the event of your Death, Permanent Disability, Retirement, or Termination without Cause as a result of a Sale of Participant’s Business Unit. If Participant’s termination from the Company meets one of the listed exceptions, then Participant’s unvested PSUs shall be adjusted by the number of months of service (rounded to the nearest whole month) from the Grant Date to the last date of employment as a percentage of the Performance Period for such PSUs to determine the proportionate number of unvested PSUs for potential conversion to Common Shares and issuance to the Participant subject to the Performance Parameters, Performance Period, and all other applicable provisions of this Agreement and the Plan. In the event of a “change of control” of The Andersons, Inc. as defined by the Plan document, all unvested PSUs shall be deemed earned at the maximum performance (i.e. 200% vested) as of the date of the change of control event and all shares shall be issued and released as soon as practicable thereafter.
|
8.
|
Section 409A:
It is the intention of the Company that the PSUs and any resulting Common Shares shall not constitute “nonqualified deferred compensation” as defined under Section 409A of the Code. If the Company determines after the Grant Date that an amendment to this Agreement is necessary to ensure the foregoing, it may make such an amendment, effective as of the Grant Date or any later date, without the consent of the Participant.
|
9.
|
Retroactive Adjustments:
The Company reserves the right to make retroactive adjustment of cash or equity-based compensation paid where the payments were based on the achievement of financial results that were subsequently the subject of a financial restatement pursuant to plans or policies that may be in effect from time to time. The Company intends to adopt a general compensation recovery, or "clawback" policy covering the Plan to comply with SEC rules under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. By accepting this agreement, Participant hereby agrees to be bound by any such policy to the degree Participant holds a position deemed to be covered by the policy.
|
10.
|
Other Acknowledgments
: Participant acknowledges that the Compensation Committee may adopt and/or change from time to time such rules and regulations as it deems proper to administer the Plan.
|
11.
|
Binding Effect
: This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.
|
1.
|
Grant:
The Company hereby grants Participant the following number of Shares of the Company’s Common Stock subject to the terms and conditions of the Plan and this Agreement:
|
Shares Granted:
|
<shares granted>
|
Grant Date:
|
October 1, 2013
|
2.
|
Vesting:
On January 1, 2015, sixty-seven percent (67%) of Shares Granted shall become vested. On January 1, 2016, the remaining thirty-three percent (33%) of Shares Granted shall become vested
|
3.
|
Ownership Rights on Unvested Shares:
Participant has the right to receive cash dividends on the Shares prior to vesting. Dividends will be recorded by the Company as taxable compensation to the Participant and therefore shall be included on Participant’s W-2 tax filing report. Further, Participant has the right to vote the unvested Shares held by the Company. Any shares issued in the event of any change in capitalization, such as a share split or share dividend, shall be treated as additional Shares under the award and shall be subject to the same restrictions and other terms and conditions, including vesting requirements, that apply to the Shares granted pursuant to this Agreement. Participant is prohibited from selling or pledging ownership rights to the Shares until vesting occurs.
|
4.
|
Delivery of Stock:
Vested shares shall be delivered to Participant as soon as practicable following the date of vesting. In that regard, Participant agrees to comply with (or provide adequate assurance as to future compliance with) all applicable securities laws. Also, Participant has until 15 days prior to the date of vesting to make an election for payment in cash or a sufficient number of Shares for all federal, state or local taxes of any kind required to be withheld with respect to the vesting of Shares. If no election is made Shares will be withheld. Shares are taxed on the market value of the Shares on the date of vesting (i.e., closing price on the business day prior to the date of vesting) at required withholding tax rates. Participant must satisfy all tax withholding requirements as a condition of the release and delivery of the Shares.
|
5.
|
Termination and Forfeiture of Rights
: Participant’s right to receive unvested Shares shall terminate and be forfeited upon termination of active employment with the Company or its subsidiaries for any reason, except as otherwise provided in this paragraph. In the event of Death, Permanent Disability, or termination of employment due to the Sale of Participant’s Business Unit, a proportionate number of Shares shall be deemed vested as of Participant’s last day of employment with or service to the Company. The number of months of service (rounded to the nearest whole month) from the Grant Date to the last date of employment as a percentage of the original vesting period of such Shares shall be used to determine the proportionate number of shares. In the event of a “change of control” of The Andersons, Inc., as defined by the Plan document, all unvested Shares shall be deemed earned (i.e., 100% vested) and all restrictions will lapse as of the date of the event. If any special vesting events described in this paragraph occur, Shares shall be distributed as soon as practicable following the date of such event.
|
6.
|
Limited Power of Attorney to Transfer Unvested Shares Upon Termination
: In order to facilitate the transfer to the Company of any Shares in which Participant forfeits vesting rights pursuant to the terms of this Agreement, Participant agrees to hereby appoint the Treasurer of The Andersons, Inc. Participant’s attorney in fact, with full power of substitution, to act for Participant in Participant’s name and place to sell, assign, and transfer Shares of The Andersons, Inc., registered in Participant’s name on the books of the Company as represented by the Company’s Registrar and Transfer Agent, in book entry form, and to receive the consideration for the Shares. Such power of attorney is irrevocable and coupled with an interest. By accepting this Agreement, Participant hereby ratifies all acts which Participant’s attorney in fact or the Treasurer of The Andersons, Inc. substitute lawfully performs pursuant to the power conferred by this instrument.
|
7.
|
Section 409A:
It is the intent of the Company that the Shares shall not constitute “nonqualified deferred compensation” as defined under Section 409A of the Code. If the Company determines after the Grant Date that an amendment to this Agreement is necessary to ensure the foregoing, it may make such an amendment, effective as of the Grant Date or any later date, without the consent of the Participant.
|
8.
|
Retroactive Adjustments:
The Company reserves the right to make retroactive adjustment of cash or equity-based compensation paid where the payments were based on the achievement of financial results that were subsequently the subject of a financial restatement pursuant to plans or policies that may be in effect from time to time. The Company intends to adopt a general compensation recovery, or "clawback" policy covering the Plan to comply with SEC rules under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. By accepting this agreement, Participant hereby agrees to be bound by any such policy to the degree Participant holds a position deemed to be covered by the policy.
|
9.
|
Other Acknowledgments
: Participant acknowledges that the Compensation & Leadership Development Committee may adopt and/or change from time to time such rules and regulations as it deems proper to administer the Plan.
|
10.
|
Binding Effect
: This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.
|
1.
|
Grant of Shares
: The Company hereby grants to Non-employee Director
<Shares Granted>
common shares in accordance with the Plan, and in the manner and subject to the terms hereinafter provided. Following Non-employee Director’s electronic acceptance of this Agreement, the Shares shall be registered in Participant’s name on the books of the Company as represented by the Company’s Registrar and Transfer Agent (currently Computershare), in book entry form. By accepting the Agreement, Participant declares having read this Agreement and agrees to be bound by all the terms and conditions contained herein.
|
2.
|
Vesting:
On
October 1, 2014
, vesting of
100%
of the Shares shall occur.
|
3.
|
Ownership Rights on Unvested Shares:
Non-employee Director has the right to receive cash dividends on the Shares prior to vesting. Dividends must be recorded by the Company as taxable compensation and therefore shall be reported to Non-employee Director and to appropriate tax authorities. Further, Non-employee Director has the right to vote the unvested Shares held by the Company. Any shares issued in the event of any change in capitalization, such as a share split or share dividend, shall be treated as additional Shares under the award and shall be subject to the same restrictions and other terms and conditions, including vesting requirements, that apply to the Shares granted pursuant to this Agreement. Non-employee Director is prohibited from selling ownership rights to the Shares until vesting occurs.
|
4.
|
Delivery of Shares:
Vested shares shall be delivered to Non-employee Director as soon as practicable following the date of vesting. In that regard, Non-employee Director shall comply with (or provide adequate assurance as to future compliance with) all applicable securities laws. Vested shares are taxable compensation based on the market value of the Shares on the date of vesting (i.e., closing price on the business day prior to the date of vesting). Compensation from vested shares shall be recorded as compensation by the Company and reported to Non-employee Director and appropriate tax authorities.
|
5.
|
Termination and Forfeiture of Rights
: Non-employee Director’s right to receive unvested Shares shall terminate and be forfeited upon ceasing to be a member of the Board for any reason, except as otherwise provided in this paragraph. In the event of Non-employee Director’s death or permanent disability a proportionate number of Shares shall be deemed vested as of the day following Non-employee Director’s last day of Board service. The number of months of service (rounded to the nearest whole month) from the effective date of this Agreement to the Non-
|
6.
|
Limited Power of Attorney to Transfer Unvested Shares Upon Termination
: In order to facilitate the transfer to the Company of any Shares in which Non-employee Director forfeits vesting rights pursuant to the terms of this Agreement, Non-employee Director agrees to hereby appoint the Treasurer of The Andersons, Inc. Non-employee Director’s attorney in fact, with full power of substitution, to act for Non-employee Director in Non-employee Director’s name and place to sell, assign, and transfer Shares of The Andersons, Inc., registered in Participant’s name on the books of the Company as represented by the Company’s Registrar and Transfer Agent, in book entry form, and to receive the consideration for the Shares. Such power of attorney is irrevocable and coupled with an interest. By accepting this Agreement, Participant hereby ratifies all acts which Participant’s attorney in fact or the Treasurer of The Andersons, Inc. substitute lawfully performs pursuant to the power conferred by this instrument.
|
7.
|
Other Acknowledgments
: Non-employee Director acknowledges that the Compensation & Leadership Development Committee may adopt and/or change from time to time such rules and regulations as it deems proper to administer the Plan.
|
8.
|
Binding Effect
: This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.
|
(in thousands, except for ratio)
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Computation of earnings
|
|
|
|
|
|
|
|
|
|
||||||||||
Pretax income (a)
|
$
|
80,808
|
|
|
$
|
103,646
|
|
|
$
|
106,428
|
|
|
$
|
78,136
|
|
|
$
|
44,033
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense on indebtedness
|
20,860
|
|
|
22,155
|
|
|
25,256
|
|
|
19,865
|
|
|
20,688
|
|
|||||
Amortization of debt issue costs
|
1,594
|
|
|
1,719
|
|
|
1,518
|
|
|
3,841
|
|
|
1,866
|
|
|||||
Interest portion of rent expense (b)
|
7,730
|
|
|
6,740
|
|
|
7,845
|
|
|
8,738
|
|
|
9,976
|
|
|||||
Distributed income of equity investees
|
17,780
|
|
|
24,353
|
|
|
17,831
|
|
|
8,412
|
|
|
2,358
|
|
|||||
Earnings
|
$
|
128,772
|
|
|
$
|
158,613
|
|
|
$
|
158,878
|
|
|
$
|
118,992
|
|
|
$
|
78,921
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Computation of fixed charges
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense on indebtedness
|
$
|
20,860
|
|
|
$
|
22,155
|
|
|
$
|
25,256
|
|
|
$
|
19,865
|
|
|
$
|
20,688
|
|
Amortization of debt issue costs
|
1,594
|
|
|
1,719
|
|
|
1,518
|
|
|
3,841
|
|
|
1,866
|
|
|||||
Interest portion of rent expense (b)
|
7,730
|
|
|
6,740
|
|
|
7,845
|
|
|
8,738
|
|
|
9,976
|
|
|||||
Fixed charges
|
$
|
30,184
|
|
|
$
|
30,614
|
|
|
$
|
34,619
|
|
|
$
|
32,444
|
|
|
$
|
32,530
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
4.27
|
|
5.18
|
|
|
4.59
|
|
3.67
|
|
2.43
|
Subsidiary
|
Place of Organization
|
The Andersons Agriculture Group, L.P.
|
Ohio
|
The Andersons AgVantage Agency, LLC
|
Ohio
|
The Andersons ALACO Lawn, Inc.
|
Alabama
|
The Andersons Canada, Inc.
|
Ohio
|
The Andersons Ethanol Investment, LLC
|
Ohio
|
The Andersons Ethanol Champaign LLC
|
Ohio
|
The Andersons Ethanol Investment II LLC
|
Ohio
|
The Andersons Denison Ethanol LLC
|
Delaware
|
The Andersons Farm Development Co., LLC
|
Ohio
|
The Andersons Lawn Fertilizer Division, Inc.
|
Ohio
|
Andersons Lux Holdco Sarl
|
Luxembourg
|
The Andersons Rail Operating I, LLC
|
Delaware
|
The Andersons Inc. Charitable Foundation
|
Ohio
|
The Andersons ECO Services LLC
|
Ohio
|
The Andersons Winona Terminal, LLC
|
Minnesota
|
Cap Acquire LLC
|
Delaware
|
Cap Acquire Mexico S. de R.L. de C.V.
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Mexico
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Great Lakes Grain Storage LLC
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Iowa
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Liqui Fert Corporation
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Puerto Rico
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Metamora Commodity Company Incorporated
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Ohio
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Mineral Processing Company
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Ohio
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NARCAT LLC
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Delaware
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NARCAT Mexico S. De R.L. de C.V.
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Mexico
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New Eezy-Gro Inc.
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Ohio
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NuRail USA LLC
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Ohio
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NuRail Canada ULC
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Nova Scotia
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TAI Holdings, Inc.
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Michigan
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TOP CAT Holding Co.
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Delaware
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1
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I have reviewed this report on Form 10-K of The Andersons, Inc.
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2
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4
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The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5
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The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Michael J. Anderson
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Michael J. Anderson
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Chairman and Chief Executive Officer (Principal Executive Officer)
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1
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I have reviewed this report on Form 10-K of The Andersons, Inc.
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2
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4
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The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
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a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5
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The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ John Granato
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John Granato
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Chief Financial Officer (Principal Financial Officer)
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(1)
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The Report fully complies with the requirements of 13(a) or 15(d) of the Securities Exchange Act of 1934, and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
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/s/ Michael J. Anderson
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Michael J. Anderson
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Chairman and Chief Executive Officer
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/s/ John Granato
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John Granato
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Chief Financial Officer
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