|
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
OHIO
|
|
34-1562374
|
(State of incorporation
or organization)
|
|
(I.R.S. Employer
Identification No.)
|
480 W. Dussel Drive, Maumee, Ohio
|
|
43537
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Large accelerated filer
|
ý
|
Accelerated Filer
|
¨
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
|
Page No.
|
PART I. FINANCIAL INFORMATION
|
|
|
|
PART II. OTHER INFORMATION
|
|
The Andersons, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)(In thousands)
|
|||||||||||
|
September 30,
2015 |
|
December 31,
2014 |
|
September 30,
2014 |
||||||
Assets
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
40,658
|
|
|
$
|
114,704
|
|
|
$
|
326,946
|
|
Restricted cash
|
181
|
|
|
429
|
|
|
173
|
|
|||
Accounts receivable, net
|
201,664
|
|
|
183,059
|
|
|
162,270
|
|
|||
Inventories (Note 2)
|
527,789
|
|
|
795,655
|
|
|
396,464
|
|
|||
Commodity derivative assets – current
|
60,965
|
|
|
92,771
|
|
|
126,396
|
|
|||
Deferred income taxes
|
6,735
|
|
|
7,337
|
|
|
148
|
|
|||
Other current assets
|
66,411
|
|
|
60,492
|
|
|
36,518
|
|
|||
Total current assets
|
904,403
|
|
|
1,254,447
|
|
|
1,048,915
|
|
|||
Other assets:
|
|
|
|
|
|
||||||
Commodity derivative assets – noncurrent
|
1,584
|
|
|
507
|
|
|
2,383
|
|
|||
Goodwill
|
116,086
|
|
|
72,365
|
|
|
58,554
|
|
|||
Other assets, net
|
104,269
|
|
|
59,162
|
|
|
54,587
|
|
|||
Pension asset
|
—
|
|
|
—
|
|
|
13,738
|
|
|||
Equity method investments
|
223,207
|
|
|
226,857
|
|
|
257,166
|
|
|||
|
445,146
|
|
|
358,891
|
|
|
386,428
|
|
|||
Rail Group assets leased to others, net (Note 3)
|
347,100
|
|
|
297,747
|
|
|
245,849
|
|
|||
Property, plant and equipment, net (Note 3)
|
495,045
|
|
|
453,607
|
|
|
401,800
|
|
|||
Total assets
|
$
|
2,191,694
|
|
|
$
|
2,364,692
|
|
|
$
|
2,082,992
|
|
The Andersons, Inc.
Condensed Consolidated Balance Sheets (continued)
(Unaudited)(In thousands)
|
|||||||||||
|
September 30,
2015 |
|
December 31,
2014 |
|
September 30,
2014 |
||||||
Liabilities and equity
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Short-term debt
|
$
|
82,801
|
|
|
$
|
2,166
|
|
|
$
|
451
|
|
Trade and other payables
|
466,428
|
|
|
706,823
|
|
|
387,311
|
|
|||
Customer prepayments and deferred revenue
|
23,581
|
|
|
99,617
|
|
|
27,246
|
|
|||
Commodity derivative liabilities – current
|
49,911
|
|
|
64,075
|
|
|
229,265
|
|
|||
Accrued expenses and other current liabilities
|
71,593
|
|
|
78,610
|
|
|
70,598
|
|
|||
Current maturities of long-term debt (Note 4)
|
26,989
|
|
|
76,415
|
|
|
76,757
|
|
|||
Total current liabilities
|
721,303
|
|
|
1,027,706
|
|
|
791,628
|
|
|||
Other long-term liabilities
|
16,510
|
|
|
15,507
|
|
|
13,902
|
|
|||
Commodity derivative liabilities – noncurrent
|
2,912
|
|
|
3,318
|
|
|
26,203
|
|
|||
Employee benefit plan obligations
|
58,123
|
|
|
59,308
|
|
|
39,606
|
|
|||
Long-term debt, less current maturities (Note 4)
|
413,561
|
|
|
298,638
|
|
|
289,448
|
|
|||
Deferred income taxes
|
179,591
|
|
|
136,166
|
|
|
120,628
|
|
|||
Total liabilities
|
1,392,000
|
|
|
1,540,643
|
|
|
1,281,415
|
|
|||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||||||
Shareholders’ equity:
|
|
|
|
|
|
||||||
Common shares, without par value (63,000 shares authorized; 29,430, 29,353 and 28,797 shares issued at 9/30/15, 12/31/14 and 9/30/14, respectively)
|
96
|
|
|
96
|
|
|
96
|
|
|||
Preferred shares, without par value (1,000 shares authorized; none issued)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Additional paid-in-capital
|
224,595
|
|
|
222,789
|
|
|
190,617
|
|
|||
Treasury shares, at cost (1,425, 390 and 373 shares at 9/30/15, 12/31/14 and 9/30/14, respectively)
|
(53,971
|
)
|
|
(9,743
|
)
|
|
(8,762
|
)
|
|||
Accumulated other comprehensive loss
|
(57,459
|
)
|
|
(54,595
|
)
|
|
(27,971
|
)
|
|||
Retained earnings
|
666,507
|
|
|
644,556
|
|
|
622,722
|
|
|||
Total shareholders’ equity of The Andersons, Inc.
|
779,768
|
|
|
803,103
|
|
|
776,702
|
|
|||
Noncontrolling interests
|
19,926
|
|
|
20,946
|
|
|
24,875
|
|
|||
Total equity
|
799,694
|
|
|
824,049
|
|
|
801,577
|
|
|||
Total liabilities and equity
|
$
|
2,191,694
|
|
|
$
|
2,364,692
|
|
|
$
|
2,082,992
|
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Sales and merchandising revenues
|
$
|
935,774
|
|
|
$
|
952,927
|
|
|
$
|
3,094,355
|
|
|
$
|
3,268,303
|
|
Cost of sales and merchandising revenues
|
850,584
|
|
|
868,009
|
|
|
2,817,681
|
|
|
2,985,115
|
|
||||
Gross profit
|
85,190
|
|
|
84,918
|
|
|
276,674
|
|
|
283,188
|
|
||||
Operating, administrative and general expenses
|
88,698
|
|
|
76,737
|
|
|
251,044
|
|
|
223,997
|
|
||||
Interest expense
|
6,147
|
|
|
4,253
|
|
|
16,210
|
|
|
16,401
|
|
||||
Other income:
|
|
|
|
|
|
|
|
||||||||
Equity in earnings of affiliates, net
|
3,845
|
|
|
23,917
|
|
|
23,295
|
|
|
76,631
|
|
||||
Other income, net
|
3,355
|
|
|
1,685
|
|
|
20,235
|
|
|
25,094
|
|
||||
Income (loss) before income taxes
|
(2,455
|
)
|
|
29,530
|
|
|
52,950
|
|
|
144,515
|
|
||||
Income tax provision (benefit)
|
(1,505
|
)
|
|
10,251
|
|
|
17,556
|
|
|
49,837
|
|
||||
Net income (loss)
|
(950
|
)
|
|
19,279
|
|
|
35,394
|
|
|
94,678
|
|
||||
Net income attributable to the noncontrolling interests
|
277
|
|
|
2,454
|
|
|
1,433
|
|
|
10,844
|
|
||||
Net income (loss) attributable to The Andersons, Inc.
|
$
|
(1,227
|
)
|
|
$
|
16,825
|
|
|
$
|
33,961
|
|
|
$
|
83,834
|
|
Per common share:
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) attributable to The Andersons, Inc. common shareholders
|
$
|
(0.04
|
)
|
|
$
|
0.59
|
|
|
$
|
1.19
|
|
|
$
|
2.95
|
|
Diluted earnings (loss) attributable to The Andersons, Inc. common shareholders
|
$
|
(0.04
|
)
|
|
$
|
0.59
|
|
|
$
|
1.19
|
|
|
$
|
2.95
|
|
Dividends declared
|
$
|
0.14
|
|
|
$
|
0.11
|
|
|
$
|
0.42
|
|
|
$
|
0.33
|
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income (loss)
|
$
|
(950
|
)
|
|
$
|
19,279
|
|
|
$
|
35,394
|
|
|
$
|
94,678
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Decrease in estimated fair value of investment in debt securities (net of income tax of $0, $(736), $0 and $(4,044))
|
—
|
|
|
(1,214
|
)
|
|
—
|
|
|
(6,676
|
)
|
||||
Change in unrecognized actuarial loss and prior service cost (net of income tax of $235, $113, $1,760 and $(196) - Note 8)
|
388
|
|
|
187
|
|
|
2,906
|
|
|
(324
|
)
|
||||
Foreign currency translation adjustments (net of income tax of $(696), $0, ($82) and $0)
|
(2,750
|
)
|
|
—
|
|
|
(5,954
|
)
|
|
—
|
|
||||
Cash flow hedge activity (net of income tax of $38, $48, $112 and $127)
|
62
|
|
|
79
|
|
|
184
|
|
|
210
|
|
||||
Other comprehensive loss
|
(2,300
|
)
|
|
(948
|
)
|
|
(2,864
|
)
|
|
(6,790
|
)
|
||||
Comprehensive income (loss)
|
(3,250
|
)
|
|
18,331
|
|
|
32,530
|
|
|
87,888
|
|
||||
Comprehensive income attributable to the noncontrolling interests
|
277
|
|
|
2,454
|
|
|
1,433
|
|
|
10,844
|
|
||||
Comprehensive income (loss) attributable to The Andersons, Inc.
|
$
|
(3,527
|
)
|
|
$
|
15,877
|
|
|
$
|
31,097
|
|
|
$
|
77,044
|
|
|
Nine months ended
September 30, |
||||||
|
2015
|
|
2014
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
35,394
|
|
|
$
|
94,678
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
57,365
|
|
|
44,307
|
|
||
Bad debt expense
|
802
|
|
|
198
|
|
||
Equity in earnings of affiliates, net of dividends
|
(3,868
|
)
|
|
8,643
|
|
||
Gain on sale of investments in affiliates
|
—
|
|
|
(17,055
|
)
|
||
Gains on sales of Rail Group assets and related leases
|
(12,438
|
)
|
|
(14,666
|
)
|
||
Excess tax benefit from share-based payment arrangement
|
(1,299
|
)
|
|
(1,770
|
)
|
||
Deferred income taxes
|
18,921
|
|
|
9,441
|
|
||
Stock-based compensation expense
|
2,598
|
|
|
7,542
|
|
||
Goodwill impairment expense
|
1,985
|
|
|
—
|
|
||
Other
|
1,061
|
|
|
(446
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(6,003
|
)
|
|
10,161
|
|
||
Inventories
|
292,960
|
|
|
218,460
|
|
||
Commodity derivatives
|
16,160
|
|
|
127,655
|
|
||
Other assets
|
(1,465
|
)
|
|
11,755
|
|
||
Trade and other payables
|
(344,400
|
)
|
|
(396,629
|
)
|
||
Net cash provided by operating activities
|
57,773
|
|
|
102,274
|
|
||
Investing Activities
|
|
|
|
||||
Acquisition of business, net of cash acquired
|
(124,592
|
)
|
|
—
|
|
||
Purchases of Rail Group assets
|
(112,346
|
)
|
|
(39,294
|
)
|
||
Proceeds from sale of Rail Group assets
|
64,978
|
|
|
30,894
|
|
||
Purchases of property, plant and equipment
|
(42,387
|
)
|
|
(39,624
|
)
|
||
Proceeds from sale of property, plant and equipment
|
184
|
|
|
1,043
|
|
||
Proceeds from returns of investments in affiliates
|
1,480
|
|
|
35,920
|
|
||
Cash distributions to noncontrolling interests
|
—
|
|
|
(1,494
|
)
|
||
Investments in affiliates
|
—
|
|
|
(238
|
)
|
||
Change in restricted cash
|
248
|
|
|
235
|
|
||
Net cash used in investing activities
|
(212,435
|
)
|
|
(12,558
|
)
|
||
Financing Activities
|
|
|
|
||||
Net change in short-term borrowings
|
79,700
|
|
|
—
|
|
||
Proceeds from issuance of long-term debt
|
152,796
|
|
|
1,787
|
|
||
Payments of long-term debt
|
(87,032
|
)
|
|
(64,442
|
)
|
||
Purchase of treasury stock
|
(49,089
|
)
|
|
—
|
|
||
Distributions to noncontrolling interest owner
|
(2,453
|
)
|
|
—
|
|
||
Proceeds from sale of treasury shares to employees and directors
|
447
|
|
|
1,564
|
|
||
Payments of debt issuance costs
|
(271
|
)
|
|
(3,175
|
)
|
||
Dividends paid
|
(12,011
|
)
|
|
(9,359
|
)
|
||
Excess tax benefit from share-based payment arrangement
|
1,299
|
|
|
1,770
|
|
||
Other
|
(2,770
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
80,616
|
|
|
(71,855
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
(74,046
|
)
|
|
17,861
|
|
||
Cash and cash equivalents at beginning of period
|
114,704
|
|
|
309,085
|
|
||
Cash and cash equivalents at end of period
|
$
|
40,658
|
|
|
$
|
326,946
|
|
|
Common
Shares
|
|
Additional
Paid-in
Capital
|
|
Treasury
Shares
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
|
|
Noncontrolling
Interests
|
|
Total
|
||||||||||||||
Balance at December 31, 2013
|
$
|
96
|
|
|
$
|
184,380
|
|
|
$
|
(10,222
|
)
|
|
$
|
(21,181
|
)
|
|
$
|
548,401
|
|
|
$
|
22,947
|
|
|
$
|
724,421
|
|
Net income
|
|
|
|
|
|
|
|
|
83,834
|
|
|
10,844
|
|
|
94,678
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
(6,790
|
)
|
|
|
|
|
|
(6,790
|
)
|
||||||||||||
Cash distributions to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
(8,916
|
)
|
|
(8,916
|
)
|
||||||||||||
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $1,542 (220 shares)
|
|
|
6,161
|
|
|
1,460
|
|
|
|
|
|
|
|
|
7,621
|
|
|||||||||||
Payment of cash in lieu for stock split (187 shares)
|
|
|
(58
|
)
|
|
|
|
|
|
|
|
|
|
(58
|
)
|
||||||||||||
Dividends declared ($0.33 per common share)
|
|
|
|
|
|
|
|
|
(9,379
|
)
|
|
|
|
(9,379
|
)
|
||||||||||||
Performance share unit dividend equivalents
|
|
|
134
|
|
|
|
|
|
|
(134
|
)
|
|
|
|
—
|
|
|||||||||||
Balance at September 30, 2014
|
$
|
96
|
|
|
$
|
190,617
|
|
|
$
|
(8,762
|
)
|
|
$
|
(27,971
|
)
|
|
$
|
622,722
|
|
|
$
|
24,875
|
|
|
$
|
801,577
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2014
|
$
|
96
|
|
|
$
|
222,789
|
|
|
$
|
(9,743
|
)
|
|
$
|
(54,595
|
)
|
|
$
|
644,556
|
|
|
$
|
20,946
|
|
|
$
|
824,049
|
|
Net income
|
|
|
|
|
|
|
|
|
33,961
|
|
|
1,433
|
|
|
35,394
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
(2,864
|
)
|
|
|
|
|
|
(2,864
|
)
|
||||||||||||
Cash distributions to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
(2,453
|
)
|
|
(2,453
|
)
|
||||||||||||
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $819 (163 shares)
|
|
|
(2,635
|
)
|
|
4,861
|
|
|
|
|
|
|
|
|
2,226
|
|
|||||||||||
Purchase of treasury shares (1,193 shares)
|
|
|
|
|
(49,089
|
)
|
|
|
|
|
|
|
|
(49,089
|
)
|
||||||||||||
Dividends declared ($0.42 per common share)
|
|
|
|
|
|
|
|
|
(11,872
|
)
|
|
|
|
(11,872
|
)
|
||||||||||||
Shares issued for acquisitions (77 shares)
|
|
|
4,303
|
|
|
|
|
|
|
|
|
|
|
4,303
|
|
||||||||||||
Performance share unit dividend equivalents
|
|
|
138
|
|
|
|
|
|
|
(138
|
)
|
|
|
|
—
|
|
|||||||||||
Balance at September 30, 2015
|
$
|
96
|
|
|
$
|
224,595
|
|
|
$
|
(53,971
|
)
|
|
$
|
(57,459
|
)
|
|
$
|
666,507
|
|
|
$
|
19,926
|
|
|
$
|
799,694
|
|
(in thousands)
|
September 30,
2015 |
|
December 31,
2014 |
|
September 30,
2014 |
||||||
Grain
|
$
|
325,536
|
|
|
$
|
570,916
|
|
|
$
|
227,014
|
|
Ethanol and by-products
|
8,365
|
|
|
13,154
|
|
|
9,696
|
|
|||
Plant nutrients and cob products
|
161,562
|
|
|
181,136
|
|
|
128,573
|
|
|||
Retail merchandise
|
26,079
|
|
|
23,810
|
|
|
25,647
|
|
|||
Railcar repair parts
|
6,057
|
|
|
6,431
|
|
|
5,336
|
|
|||
Other
|
190
|
|
|
208
|
|
|
198
|
|
|||
|
$
|
527,789
|
|
|
$
|
795,655
|
|
|
$
|
396,464
|
|
(in thousands)
|
September 30,
2015 |
|
December 31,
2014 |
|
September 30,
2014 |
||||||
Land
|
$
|
30,285
|
|
|
$
|
23,380
|
|
|
$
|
22,415
|
|
Land improvements and leasehold improvements
|
76,414
|
|
|
71,817
|
|
|
68,976
|
|
|||
Buildings and storage facilities
|
301,125
|
|
|
275,059
|
|
|
238,664
|
|
|||
Machinery and equipment
|
368,338
|
|
|
333,559
|
|
|
320,648
|
|
|||
Software
|
70,781
|
|
|
55,436
|
|
|
55,791
|
|
|||
Construction in progress
|
21,044
|
|
|
29,620
|
|
|
28,260
|
|
|||
|
867,987
|
|
|
788,871
|
|
|
734,754
|
|
|||
Less: accumulated depreciation and amortization
|
372,942
|
|
|
335,264
|
|
|
332,954
|
|
|||
|
$
|
495,045
|
|
|
$
|
453,607
|
|
|
$
|
401,800
|
|
(in thousands)
|
September 30,
2015 |
|
December 31,
2014 |
|
September 30,
2014 |
||||||
Rail Group assets leased to others
|
$
|
441,267
|
|
|
$
|
384,958
|
|
|
$
|
330,318
|
|
Less: accumulated depreciation
|
94,167
|
|
|
87,211
|
|
|
84,469
|
|
|||
|
$
|
347,100
|
|
|
$
|
297,747
|
|
|
$
|
245,849
|
|
(in thousands)
|
September 30,
2015 |
|
December 31,
2014 |
|
September 30,
2014 |
||||||
Short-term debt – recourse
|
$
|
82,801
|
|
|
$
|
2,166
|
|
|
$
|
451
|
|
Total short-term debt
|
82,801
|
|
|
2,166
|
|
|
451
|
|
|||
Current maturities of long-term debt – non-recourse
|
—
|
|
|
—
|
|
|
—
|
|
|||
Current maturities of long-term debt – recourse
|
26,989
|
|
|
76,415
|
|
|
76,757
|
|
|||
Total current maturities of long-term debt
|
26,989
|
|
|
76,415
|
|
|
76,757
|
|
|||
Long-term debt, less current maturities – non-recourse
|
—
|
|
|
—
|
|
|
—
|
|
|||
Long-term debt, less current maturities – recourse
|
413,561
|
|
|
298,638
|
|
|
289,448
|
|
|||
Total long-term debt, less current maturities
|
$
|
413,561
|
|
|
$
|
298,638
|
|
|
$
|
289,448
|
|
|
September 30, 2015
|
|
December 31, 2014
|
|
September 30, 2014
|
||||||||||||||||||
(in thousands)
|
Net
derivative
asset
position
|
|
Net
derivative
liability
position
|
|
Net
derivative
asset
position
|
|
Net
derivative
liability
position
|
|
Net
derivative
asset
position
|
|
Net
derivative
liability
position
|
||||||||||||
Collateral paid (received)
|
$
|
28,585
|
|
|
$
|
—
|
|
|
$
|
79,646
|
|
|
$
|
—
|
|
|
$
|
(79,711
|
)
|
|
$
|
—
|
|
Fair value of derivatives
|
5,733
|
|
|
—
|
|
|
(10,981
|
)
|
|
—
|
|
|
147,983
|
|
|
—
|
|
||||||
Balance at end of period
|
$
|
34,318
|
|
|
$
|
—
|
|
|
$
|
68,665
|
|
|
$
|
—
|
|
|
$
|
68,272
|
|
|
$
|
—
|
|
|
September 30, 2015
|
||||||||||||||||||
(in thousands)
|
Commodity derivative assets - current
|
|
Commodity derivative assets - noncurrent
|
|
Commodity derivative liabilities - current
|
|
Commodity derivative liabilities - noncurrent
|
|
Total
|
||||||||||
Commodity derivative assets
|
$
|
43,892
|
|
|
$
|
1,591
|
|
|
$
|
2,306
|
|
|
$
|
32
|
|
|
$
|
47,821
|
|
Commodity derivative liabilities
|
(11,512
|
)
|
|
(7
|
)
|
|
(52,217
|
)
|
|
(2,944
|
)
|
|
(66,680
|
)
|
|||||
Cash collateral
|
28,585
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,585
|
|
|||||
Balance sheet line item totals
|
$
|
60,965
|
|
|
$
|
1,584
|
|
|
$
|
(49,911
|
)
|
|
$
|
(2,912
|
)
|
|
$
|
9,726
|
|
|
December 31, 2014
|
||||||||||||||||||
(in thousands)
|
Commodity derivative assets - current
|
|
Commodity derivative assets - noncurrent
|
|
Commodity derivative liabilities - current
|
|
Commodity derivative liabilities - noncurrent
|
|
Total
|
||||||||||
Commodity derivative assets
|
$
|
49,847
|
|
|
$
|
545
|
|
|
$
|
6,123
|
|
|
$
|
118
|
|
|
$
|
56,633
|
|
Commodity derivative liabilities
|
(36,722
|
)
|
|
(38
|
)
|
|
(70,198
|
)
|
|
(3,436
|
)
|
|
(110,394
|
)
|
|||||
Cash collateral
|
79,646
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79,646
|
|
|||||
Balance sheet line item totals
|
$
|
92,771
|
|
|
$
|
507
|
|
|
$
|
(64,075
|
)
|
|
$
|
(3,318
|
)
|
|
$
|
25,885
|
|
|
September 30, 2014
|
||||||||||||||||||
(in thousands)
|
Commodity derivative assets - current
|
|
Commodity derivative assets - noncurrent
|
|
Commodity derivative liabilities - current
|
|
Commodity derivative liabilities - noncurrent
|
|
Total
|
||||||||||
Commodity derivative assets
|
$
|
212,760
|
|
|
$
|
2,383
|
|
|
$
|
2,897
|
|
|
$
|
196
|
|
|
$
|
218,236
|
|
Commodity derivative liabilities
|
(6,653
|
)
|
|
—
|
|
|
(232,162
|
)
|
|
(26,399
|
)
|
|
(265,214
|
)
|
|||||
Cash collateral
|
(79,711
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79,711
|
)
|
|||||
Balance sheet line item totals
|
$
|
126,396
|
|
|
$
|
2,383
|
|
|
$
|
(229,265
|
)
|
|
$
|
(26,203
|
)
|
|
$
|
(126,689
|
)
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Gains (losses) on commodity derivatives included in sales and merchandising revenues
|
$
|
44,290
|
|
|
$
|
86,558
|
|
|
$
|
105,651
|
|
|
$
|
106,389
|
|
|
September 30, 2015
|
||||||||||
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
|
331,740
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Soybeans
|
47,208
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wheat
|
12,631
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Oats
|
19,449
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ethanol
|
—
|
|
|
131,789
|
|
|
—
|
|
|
—
|
|
Corn oil
|
—
|
|
|
—
|
|
|
10,063
|
|
|
—
|
|
Other
|
572
|
|
|
—
|
|
|
—
|
|
|
123
|
|
Subtotal
|
411,600
|
|
|
131,789
|
|
|
10,063
|
|
|
123
|
|
Exchange traded:
|
|
|
|
|
|
|
|
||||
Corn
|
129,810
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Soybeans
|
24,860
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wheat
|
28,360
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Oats
|
3,285
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ethanol
|
—
|
|
|
3,192
|
|
|
—
|
|
|
—
|
|
Bean Oil
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Subtotal
|
186,315
|
|
|
3,192
|
|
|
—
|
|
|
—
|
|
Total
|
597,915
|
|
|
134,981
|
|
|
10,063
|
|
|
123
|
|
|
December 31, 2014
|
||||||||||
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
|
265,574
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Soybeans
|
23,820
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wheat
|
14,967
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Oats
|
23,440
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ethanol
|
—
|
|
|
233,637
|
|
|
—
|
|
|
—
|
|
Corn oil
|
—
|
|
|
—
|
|
|
18,076
|
|
|
—
|
|
Other
|
28
|
|
|
—
|
|
|
—
|
|
|
139
|
|
Subtotal
|
327,829
|
|
|
233,637
|
|
|
18,076
|
|
|
139
|
|
Exchange traded:
|
|
|
|
|
|
|
|
||||
Corn
|
159,575
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Soybeans
|
31,265
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wheat
|
30,360
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Oats
|
7,545
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ethanol
|
—
|
|
|
41,832
|
|
|
—
|
|
|
—
|
|
Bean oil
|
—
|
|
|
—
|
|
|
2,700
|
|
|
—
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
Subtotal
|
228,745
|
|
|
41,832
|
|
|
2,700
|
|
|
5
|
|
Total
|
556,574
|
|
|
275,469
|
|
|
20,776
|
|
|
144
|
|
|
September 30, 2014
|
||||||||||
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
|
293,592
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Soybeans
|
68,486
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wheat
|
11,370
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Oats
|
26,687
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ethanol
|
—
|
|
|
209,264
|
|
|
—
|
|
|
—
|
|
Corn oil
|
—
|
|
|
—
|
|
|
68,799
|
|
|
—
|
|
Other
|
140
|
|
|
—
|
|
|
—
|
|
|
115
|
|
Subtotal
|
400,275
|
|
|
209,264
|
|
|
68,799
|
|
|
115
|
|
Exchange traded:
|
|
|
|
|
|
|
|
||||
Corn
|
117,175
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Soybeans
|
34,760
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wheat
|
35,635
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Oats
|
9,195
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ethanol
|
—
|
|
|
104,286
|
|
|
—
|
|
|
—
|
|
Other
|
—
|
|
|
—
|
|
|
5,400
|
|
|
11
|
|
Subtotal
|
196,765
|
|
|
104,286
|
|
|
5,400
|
|
|
11
|
|
Total
|
597,040
|
|
|
313,550
|
|
|
74,199
|
|
|
126
|
|
|
Pension Benefits
|
||||||||||||||
(in thousands)
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
Service cost
|
$
|
59
|
|
|
$
|
45
|
|
|
$
|
177
|
|
|
$
|
135
|
|
Interest cost
|
45
|
|
|
1,193
|
|
|
136
|
|
|
3,580
|
|
||||
Expected return on plan assets
|
—
|
|
|
(1,903
|
)
|
|
—
|
|
|
(5,711
|
)
|
||||
Recognized net actuarial loss
|
379
|
|
|
234
|
|
|
1,137
|
|
|
701
|
|
||||
Benefit cost (income)
|
$
|
483
|
|
|
$
|
(431
|
)
|
|
$
|
1,450
|
|
|
$
|
(1,295
|
)
|
|
Postretirement Benefits
|
||||||||||||||
(in thousands)
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
Service cost
|
$
|
225
|
|
|
$
|
173
|
|
|
$
|
675
|
|
|
$
|
516
|
|
Interest cost
|
396
|
|
|
377
|
|
|
1,188
|
|
|
1,133
|
|
||||
Amortization of prior service cost
|
(136
|
)
|
|
(136
|
)
|
|
(408
|
)
|
|
(408
|
)
|
||||
Recognized net actuarial loss
|
379
|
|
|
203
|
|
|
1,138
|
|
|
609
|
|
||||
Benefit cost
|
$
|
864
|
|
|
$
|
617
|
|
|
$
|
2,593
|
|
|
$
|
1,850
|
|
|
|
|
Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)
|
||||||||||||||||||||||||||||||||||||||
|
|
|
For the three months ended September 30, 2015
|
|
For the nine months ended September 30, 2015
|
||||||||||||||||||||||||||||||||||||
(in thousands)
|
|
Losses on Cash Flow Hedges
|
|
Foreign Currency Translation Adjustments
|
|
Investment in Debt Securities
|
|
Defined Benefit Plan Items
|
|
Total
|
|
Losses on Cash Flow Hedges
|
|
Foreign Currency Translation Adjustments
|
|
Investment in Debt Securities
|
|
Defined Benefit Plan Items
|
|
Total
|
|||||||||||||||||||||
Beginning Balance
|
|
$
|
(242
|
)
|
|
$
|
(7,913
|
)
|
|
$
|
126
|
|
|
$
|
(47,130
|
)
|
|
$
|
(55,159
|
)
|
|
$
|
(364
|
)
|
|
$
|
(4,709
|
)
|
|
$
|
126
|
|
|
$
|
(49,648
|
)
|
|
$
|
(54,595
|
)
|
|
|
Other comprehensive income (loss) before reclassifications
|
|
62
|
|
|
(2,750
|
)
|
|
—
|
|
|
473
|
|
|
(2,215
|
)
|
|
184
|
|
|
(5,954
|
)
|
|
—
|
|
|
3,161
|
|
|
(2,609
|
)
|
||||||||||
|
Amounts reclassified from accumulated other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
|
(85
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(255
|
)
|
|
(255
|
)
|
||||||||||
Net current-period other comprehensive income (loss)
|
|
62
|
|
|
(2,750
|
)
|
|
—
|
|
|
388
|
|
|
(2,300
|
)
|
|
184
|
|
|
(5,954
|
)
|
|
—
|
|
|
2,906
|
|
|
(2,864
|
)
|
|||||||||||
Ending balance
|
|
$
|
(180
|
)
|
|
$
|
(10,663
|
)
|
|
$
|
126
|
|
|
$
|
(46,742
|
)
|
|
$
|
(57,459
|
)
|
|
$
|
(180
|
)
|
|
$
|
(10,663
|
)
|
|
$
|
126
|
|
|
$
|
(46,742
|
)
|
|
$
|
(57,459
|
)
|
|
|
|
Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)
|
||||||||||||||||||||||||||||||||||||||
|
|
|
For the three months ended September 30, 2014
|
|
For the nine months ended September 30, 2014
|
||||||||||||||||||||||||||||||||||||
(in thousands)
|
|
Losses on Cash Flow Hedges
|
|
Foreign Currency Translation Adjustments
|
|
Investment in Debt Securities
|
|
Defined Benefit Plan Items
|
|
Total
|
|
Losses on Cash Flow Hedges
|
|
Foreign Currency Translation Adjustments
|
|
Investment in Debt Securities
|
|
Defined Benefit Plan Items
|
|
Total
|
|||||||||||||||||||||
Beginning Balance
|
|
$
|
(506
|
)
|
|
$
|
—
|
|
|
$
|
2,399
|
|
|
$
|
(28,916
|
)
|
|
$
|
(27,023
|
)
|
|
$
|
(637
|
)
|
|
$
|
—
|
|
|
$
|
7,861
|
|
|
$
|
(28,405
|
)
|
|
$
|
(21,181
|
)
|
|
|
Other comprehensive income (loss) before reclassifications
|
|
79
|
|
|
—
|
|
|
(1,214
|
)
|
|
272
|
|
|
(863
|
)
|
|
210
|
|
|
—
|
|
|
(6,676
|
)
|
|
(69
|
)
|
|
(6,535
|
)
|
||||||||||
|
Amounts reclassified from accumulated other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
|
(85
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(255
|
)
|
|
(255
|
)
|
||||||||||
Net current-period other comprehensive income (loss)
|
|
79
|
|
|
—
|
|
|
(1,214
|
)
|
|
187
|
|
|
(948
|
)
|
|
210
|
|
|
—
|
|
|
(6,676
|
)
|
|
(324
|
)
|
|
(6,790
|
)
|
|||||||||||
Ending balance
|
|
$
|
(427
|
)
|
|
$
|
—
|
|
|
$
|
1,185
|
|
|
$
|
(28,729
|
)
|
|
$
|
(27,971
|
)
|
|
$
|
(427
|
)
|
|
$
|
—
|
|
|
$
|
1,185
|
|
|
$
|
(28,729
|
)
|
|
$
|
(27,971
|
)
|
|
|
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (a)
|
||||||||||
(in thousands)
|
For the three months ended September 30, 2015
|
|
For the nine months ended September 30, 2015
|
|||||||||
Details about Accumulated Other Comprehensive Income (Loss) Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
|
|
Affected Line Item in the Statement Where Net Income Is Presented
|
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
|
|
Affected Line Item in the Statement Where Net Income Is Presented
|
||||
Defined Benefit Plan Items
|
|
|
|
|
|
|
|
|
||||
Amortization of prior-service cost
|
|
$
|
(136
|
)
|
|
(b)
|
|
$
|
(408
|
)
|
|
(b)
|
|
|
(136
|
)
|
|
Total before tax
|
|
(408
|
)
|
|
Total before tax
|
||
|
|
51
|
|
|
Income tax provision
|
|
153
|
|
|
Income tax provision
|
||
|
|
$
|
(85
|
)
|
|
Net of tax
|
|
$
|
(255
|
)
|
|
Net of tax
|
|
|
|
|
|
|
|
|
|
||||
Total reclassifications for the period
|
|
$
|
(85
|
)
|
|
Net of tax
|
|
$
|
(255
|
)
|
|
Net of tax
|
|
|
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (a)
|
||||||||||
(in thousands)
|
For the three months ended September 30, 2014
|
|
For the nine months ended September 30, 2014
|
|||||||||
Details about Accumulated Other Comprehensive Income (Loss) Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
|
|
Affected Line Item in the Statement Where Net Income Is Presented
|
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
|
|
Affected Line Item in the Statement Where Net Income Is Presented
|
||||
Defined Benefit Plan Items
|
|
|
|
|
|
|
|
|
||||
Amortization of prior-service cost
|
|
$
|
(136
|
)
|
|
(b)
|
|
$
|
(408
|
)
|
|
(b)
|
|
|
(136
|
)
|
|
Total before tax
|
|
(408
|
)
|
|
Total before tax
|
||
|
|
51
|
|
|
Income tax provision
|
|
153
|
|
|
Income tax provision
|
||
|
|
$
|
(85
|
)
|
|
Net of tax
|
|
$
|
(255
|
)
|
|
Net of tax
|
|
|
|
|
|
|
|
|
|
||||
Total reclassifications for the period
|
|
$
|
(85
|
)
|
|
Net of tax
|
|
$
|
(255
|
)
|
|
Net of tax
|
(in thousands, except per common share data)
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
Net income (loss) attributable to The Andersons, Inc.
|
$
|
(1,227
|
)
|
|
$
|
16,825
|
|
|
$
|
33,961
|
|
|
$
|
83,834
|
|
Less: Distributed and undistributed earnings allocated to nonvested restricted stock
|
(2
|
)
|
|
93
|
|
|
61
|
|
|
443
|
|
||||
Earnings available to common shareholders
|
$
|
(1,225
|
)
|
|
$
|
16,732
|
|
|
$
|
33,900
|
|
|
$
|
83,391
|
|
Earnings per share – basic:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding – basic
|
28,071
|
|
|
28,260
|
|
|
28,394
|
|
|
28,222
|
|
||||
Earnings per common share – basic
|
$
|
(0.04
|
)
|
|
$
|
0.59
|
|
|
$
|
1.19
|
|
|
$
|
2.95
|
|
Earnings per share – diluted:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding – basic
|
28,071
|
|
|
28,260
|
|
|
28,394
|
|
|
28,222
|
|
||||
Effect of dilutive awards
|
—
|
|
|
40
|
|
|
60
|
|
|
46
|
|
||||
Weighted average shares outstanding – diluted
|
28,071
|
|
|
28,300
|
|
|
28,454
|
|
|
28,268
|
|
||||
Earnings per common share – diluted
|
$
|
(0.04
|
)
|
|
$
|
0.59
|
|
|
$
|
1.19
|
|
|
$
|
2.95
|
|
(in thousands)
|
September 30, 2015
|
||||||||||||||
Assets (liabilities)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents
|
$
|
16,121
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,121
|
|
Restricted cash
|
181
|
|
|
—
|
|
|
—
|
|
|
181
|
|
||||
Commodity derivatives, net (a)
|
34,337
|
|
|
(24,611
|
)
|
|
—
|
|
|
9,726
|
|
||||
Convertible preferred securities (b)
|
—
|
|
|
—
|
|
|
12,800
|
|
|
12,800
|
|
||||
Other assets and liabilities (c)
|
10,814
|
|
|
(4,010
|
)
|
|
350
|
|
|
7,154
|
|
||||
Total
|
$
|
61,453
|
|
|
$
|
(28,621
|
)
|
|
$
|
13,150
|
|
|
$
|
45,982
|
|
(in thousands)
|
December 31, 2014
|
||||||||||||||
Assets (liabilities)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents
|
$
|
269
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
269
|
|
Restricted cash
|
429
|
|
|
—
|
|
|
—
|
|
|
429
|
|
||||
Commodity derivatives, net (a)
|
72,868
|
|
|
(46,983
|
)
|
|
—
|
|
|
25,885
|
|
||||
Convertible preferred securities (b)
|
—
|
|
|
—
|
|
|
13,300
|
|
|
13,300
|
|
||||
Other assets and liabilities (c)
|
10,869
|
|
|
(2,666
|
)
|
|
—
|
|
|
8,203
|
|
||||
Total
|
$
|
84,435
|
|
|
$
|
(49,649
|
)
|
|
$
|
13,300
|
|
|
$
|
48,086
|
|
(in thousands)
|
September 30, 2014
|
||||||||||||||
Assets (liabilities)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents
|
$
|
85,663
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85,663
|
|
Restricted cash
|
173
|
|
|
—
|
|
|
—
|
|
|
173
|
|
||||
Commodity derivatives, net (a)
|
32,606
|
|
|
(159,295
|
)
|
|
—
|
|
|
(126,689
|
)
|
||||
Convertible preferred securities (b)
|
—
|
|
|
—
|
|
|
15,000
|
|
|
15,000
|
|
||||
Other assets and liabilities (c)
|
10,671
|
|
|
(1,636
|
)
|
|
—
|
|
|
9,035
|
|
||||
Total
|
$
|
129,113
|
|
|
$
|
(160,931
|
)
|
|
$
|
15,000
|
|
|
$
|
(16,818
|
)
|
(a)
|
Includes associated cash posted/received as collateral
|
(b)
|
Recorded in “Other noncurrent assets” on the Company’s Condensed Consolidated Balance Sheets
|
(c)
|
Included in other assets and liabilities are deferred compensation assets (Level 1), interest rate derivatives (Level 2), and contingent consideration to the former owners of Kay Flo Industries, Inc (Level 3).
|
(in thousands)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Contingent Consideration
|
|
Contingent Consideration
|
|
Convertible Preferred Securities
|
|
Convertible Preferred Securities
|
||||||||
Asset at January 1,
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,300
|
|
|
$
|
25,720
|
|
Unrealized gains (losses) included in other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,190
|
)
|
||||
Asset at March 31,
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,300
|
|
|
$
|
20,530
|
|
Unrealized gains (losses) included in other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,580
|
)
|
||||
New agreements
|
$
|
350
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Asset at June 30,
|
$
|
350
|
|
|
$
|
—
|
|
|
$
|
13,300
|
|
|
$
|
16,950
|
|
Unrealized gains (losses) included in other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,950
|
)
|
||||
Sales proceeds
|
—
|
|
|
—
|
|
|
(992
|
)
|
|
—
|
|
||||
Realized gains (losses) included in earnings
|
—
|
|
|
—
|
|
|
492
|
|
|
—
|
|
||||
Asset at September 30,
|
$
|
350
|
|
|
$
|
—
|
|
|
$
|
12,800
|
|
|
$
|
15,000
|
|
(in thousands)
|
Fair Value as of December 31, 2014
|
|
Valuation Method
|
|
Unobservable Input
|
|
Weighted Average
|
|||
Convertible Preferred Securities
|
$
|
13,300
|
|
|
Market Approach
|
|
EBITDA Multiples
|
|
7.00
|
|
|
|
|
Income Approach
|
|
Discount Rate
|
|
14.5
|
%
|
(in thousands)
|
Fair Value as of September 30, 2014
|
|
Valuation Method
|
|
Unobservable Input
|
|
Weighted Average
|
|||
Convertible Preferred Securities
|
$
|
15,000
|
|
|
Market Approach
|
|
EBITDA Multiples
|
|
8.35
|
|
|
|
|
Income Approach
|
|
Discount Rate
|
|
14.5
|
%
|
(in thousands)
|
September 30,
2015 |
|
December 31,
2014 |
|
September 30,
2014 |
||||||
Fair value of long-term debt, including current maturities
|
$
|
448,590
|
|
|
$
|
382,139
|
|
|
$
|
369,000
|
|
Fair value in excess of carrying value
|
8,040
|
|
|
7,086
|
|
|
2,795
|
|
(in thousands)
|
September 30, 2015
|
|
December 31, 2014
|
|
September 30, 2014
|
||||||
The Andersons Albion Ethanol LLC
|
$
|
31,409
|
|
|
$
|
27,824
|
|
|
$
|
33,465
|
|
The Andersons Clymers Ethanol LLC
|
31,151
|
|
|
37,624
|
|
|
51,692
|
|
|||
The Andersons Marathon Ethanol LLC
|
30,066
|
|
|
31,537
|
|
|
42,416
|
|
|||
Lansing Trade Group, LLC
|
84,081
|
|
|
78,696
|
|
|
72,560
|
|
|||
Thompsons Limited (a)
|
43,803
|
|
|
48,455
|
|
|
53,125
|
|
|||
Other
|
2,697
|
|
|
2,721
|
|
|
3,908
|
|
|||
Total
|
$
|
223,207
|
|
|
$
|
226,857
|
|
|
$
|
257,166
|
|
|
% ownership at
September 30, 2015 |
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
The Andersons Albion Ethanol LLC
|
53%
|
|
$
|
665
|
|
|
$
|
4,566
|
|
|
$
|
4,080
|
|
|
$
|
16,165
|
|
The Andersons Clymers Ethanol LLC
|
38%
|
|
1,454
|
|
|
4,564
|
|
|
4,922
|
|
|
16,819
|
|
||||
The Andersons Marathon Ethanol LLC
|
50%
|
|
385
|
|
|
4,596
|
|
|
3,530
|
|
|
23,106
|
|
||||
Lansing Trade Group, LLC
|
40% (a)
|
|
1,382
|
|
|
10,016
|
|
|
9,290
|
|
|
17,130
|
|
||||
Thompsons Limited (b)
|
50%
|
|
17
|
|
|
68
|
|
|
1,385
|
|
|
3,154
|
|
||||
Other
|
5%-34%
|
|
(58
|
)
|
|
107
|
|
|
88
|
|
|
257
|
|
||||
Total
|
|
|
$
|
3,845
|
|
|
$
|
23,917
|
|
|
$
|
23,295
|
|
|
$
|
76,631
|
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Sales revenues
|
$
|
230,409
|
|
|
$
|
247,451
|
|
|
$
|
577,133
|
|
|
$
|
766,553
|
|
Service fee revenues (a)
|
3,610
|
|
|
5,732
|
|
|
14,865
|
|
|
17,573
|
|
||||
Purchases of product
|
123,051
|
|
|
140,843
|
|
|
339,159
|
|
|
465,459
|
|
||||
Lease income (b)
|
1,542
|
|
|
1,426
|
|
|
4,787
|
|
|
4,686
|
|
||||
Labor and benefits reimbursement (c)
|
2,950
|
|
|
2,804
|
|
|
8,761
|
|
|
8,603
|
|
||||
Other expenses (d)
|
269
|
|
|
301
|
|
|
827
|
|
|
1,025
|
|
(a)
|
Service fee revenues include management fees, corn origination fees, 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 various 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.
|
(in thousands)
|
September 30, 2015
|
|
December 31, 2014
|
|
September 30, 2014
|
||||||
Accounts receivable (e)
|
$
|
19,799
|
|
|
$
|
25,049
|
|
|
$
|
21,407
|
|
Accounts payable (f)
|
15,929
|
|
|
17,687
|
|
|
21,911
|
|
(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.
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues from external customers
|
|
|
|
|
|
|
|
||||||||
Grain
|
$
|
570,626
|
|
|
$
|
575,354
|
|
|
$
|
1,781,104
|
|
|
$
|
1,814,517
|
|
Ethanol
|
139,140
|
|
|
179,405
|
|
|
416,752
|
|
|
594,613
|
|
||||
Plant Nutrient
|
149,303
|
|
|
133,440
|
|
|
660,440
|
|
|
639,603
|
|
||||
Rail
|
44,758
|
|
|
32,022
|
|
|
134,497
|
|
|
117,733
|
|
||||
Retail
|
31,947
|
|
|
32,706
|
|
|
101,562
|
|
|
101,837
|
|
||||
Total
|
$
|
935,774
|
|
|
$
|
952,927
|
|
|
$
|
3,094,355
|
|
|
$
|
3,268,303
|
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Inter-segment sales
|
|
|
|
|
|
|
|
||||||||
Grain
|
$
|
404
|
|
|
$
|
894
|
|
|
$
|
2,534
|
|
|
$
|
4,256
|
|
Plant Nutrient
|
53
|
|
|
42
|
|
|
517
|
|
|
520
|
|
||||
Rail
|
388
|
|
|
109
|
|
|
813
|
|
|
327
|
|
||||
Total
|
$
|
845
|
|
|
$
|
1,045
|
|
|
$
|
3,864
|
|
|
$
|
5,103
|
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Income (loss) before income taxes
|
|
|
|
|
|
|
|
||||||||
Grain
|
$
|
131
|
|
|
$
|
12,449
|
|
|
$
|
4,024
|
|
|
$
|
34,110
|
|
Ethanol
|
5,888
|
|
|
21,253
|
|
|
20,833
|
|
|
74,981
|
|
||||
Plant Nutrient
|
(11,114
|
)
|
|
(3,014
|
)
|
|
8,183
|
|
|
23,952
|
|
||||
Rail
|
11,913
|
|
|
4,160
|
|
|
43,915
|
|
|
25,889
|
|
||||
Retail
|
(769
|
)
|
|
(968
|
)
|
|
(1,483
|
)
|
|
(1,666
|
)
|
||||
Other
|
(8,781
|
)
|
|
(6,804
|
)
|
|
(23,955
|
)
|
|
(23,595
|
)
|
||||
Noncontrolling interests
|
277
|
|
|
2,454
|
|
|
1,433
|
|
|
10,844
|
|
||||
Total
|
$
|
(2,455
|
)
|
|
$
|
29,530
|
|
|
$
|
52,950
|
|
|
$
|
144,515
|
|
(in thousands)
|
September 30, 2015
|
|
December 31, 2014
|
|
September 30, 2014
|
||||||
Identifiable assets
|
|
|
|
|
|
||||||
Grain
|
$
|
852,388
|
|
|
$
|
1,137,437
|
|
|
$
|
713,352
|
|
Ethanol
|
186,250
|
|
|
197,888
|
|
|
257,194
|
|
|||
Plant Nutrient
|
546,673
|
|
|
433,013
|
|
|
336,887
|
|
|||
Rail
|
413,955
|
|
|
365,531
|
|
|
316,851
|
|
|||
Retail
|
45,403
|
|
|
44,536
|
|
|
46,108
|
|
|||
Other
|
147,025
|
|
|
186,287
|
|
|
412,600
|
|
|||
Total
|
$
|
2,191,694
|
|
|
$
|
2,364,692
|
|
|
$
|
2,082,992
|
|
|
Nine months ended
September 30, |
||||||
(in thousands)
|
2015
|
|
2014
|
||||
Noncash investing and financing activity
|
|
|
|
||||
Capital projects incurred but not yet paid
|
$
|
10,708
|
|
|
$
|
5,502
|
|
Purchase of a productive asset through seller-financing
|
1,010
|
|
|
5,055
|
|
||
Shares issued for acquisition of business
|
4,303
|
|
|
—
|
|
||
Dividends declared not yet paid
|
3,967
|
|
|
3,127
|
|
(in thousands)
|
Fair Value
|
|
Useful Life
|
||
Unpatented technology
|
$
|
13,400
|
|
|
10 years
|
Customer relationships
|
22,800
|
|
|
10 years
|
|
Trade names
|
15,500
|
|
|
7 to 10 years
|
|
Noncompete agreement
|
1,342
|
|
|
5 years
|
|
Favorable leasehold interest
|
49
|
|
|
5 years
|
|
Total identifiable intangible assets
|
$
|
53,091
|
|
|
10 years *
|
(in thousands)
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Ethanol (gallons shipped)
|
72,839
|
|
|
69,202
|
|
|
221,535
|
|
|
216,968
|
|
E-85 (gallons shipped)
|
10,294
|
|
|
8,113
|
|
|
25,433
|
|
|
20,913
|
|
Corn Oil (pounds shipped) *
|
4,244
|
|
|
20,686
|
|
|
11,601
|
|
|
64,034
|
|
DDG (tons shipped) ^
|
42
|
|
|
41
|
|
|
124
|
|
|
123
|
|
(in thousands)
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Sales tons
|
345
|
|
|
307
|
|
|
1,485
|
|
|
1,461
|
|
Service tons
|
34
|
|
|
45
|
|
|
156
|
|
|
199
|
|
Total tons
|
379
|
|
|
352
|
|
|
1,641
|
|
|
1,660
|
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Sales and merchandising revenues
|
$
|
935,774
|
|
|
$
|
952,927
|
|
|
$
|
3,094,355
|
|
|
$
|
3,268,303
|
|
Cost of sales and merchandising revenues
|
850,584
|
|
|
868,009
|
|
|
2,817,681
|
|
|
2,985,115
|
|
||||
Gross profit
|
85,190
|
|
|
84,918
|
|
|
276,674
|
|
|
283,188
|
|
||||
Operating, administrative and general expenses
|
88,698
|
|
|
76,737
|
|
|
251,044
|
|
|
223,997
|
|
||||
Interest expense
|
6,147
|
|
|
4,253
|
|
|
16,210
|
|
|
16,401
|
|
||||
Equity in earnings of affiliates, net
|
3,845
|
|
|
23,917
|
|
|
23,295
|
|
|
76,631
|
|
||||
Other income, net
|
3,355
|
|
|
1,685
|
|
|
20,235
|
|
|
25,094
|
|
||||
Income before income taxes
|
(2,455
|
)
|
|
29,530
|
|
|
52,950
|
|
|
144,515
|
|
||||
Income attributable to noncontrolling interests
|
277
|
|
|
2,454
|
|
|
1,433
|
|
|
10,844
|
|
||||
Income before income taxes attributable to The Andersons, Inc.
|
$
|
(2,732
|
)
|
|
$
|
27,076
|
|
|
$
|
51,517
|
|
|
$
|
133,671
|
|
|
Three months ended
September 30, |
||||||
(in thousands)
|
2015
|
|
2014
|
||||
Sales and merchandising revenues
|
$
|
570,626
|
|
|
$
|
575,354
|
|
Cost of sales and merchandising revenues
|
540,700
|
|
|
542,606
|
|
||
Gross profit
|
29,926
|
|
|
32,748
|
|
||
Operating, administrative and general expenses
|
31,087
|
|
|
26,414
|
|
||
Interest expense
|
668
|
|
|
1,723
|
|
||
Equity in earnings of affiliates, net
|
1,340
|
|
|
10,190
|
|
||
Other income, net
|
618
|
|
|
(2,354
|
)
|
||
Income before income taxes
|
129
|
|
|
12,447
|
|
||
Loss attributable to noncontrolling interest
|
(2
|
)
|
|
(2
|
)
|
||
Income before income taxes attributable to The Andersons, Inc.
|
$
|
131
|
|
|
$
|
12,449
|
|
|
Three months ended
September 30, |
||||||
(in thousands)
|
2015
|
|
2014
|
||||
Sales and merchandising and service fee revenues
|
$
|
139,140
|
|
|
$
|
179,405
|
|
Cost of sales and merchandising revenues
|
132,875
|
|
|
166,635
|
|
||
Gross profit
|
6,265
|
|
|
12,770
|
|
||
Operating, administrative and general expenses
|
2,625
|
|
|
2,782
|
|
||
Interest expense
|
14
|
|
|
77
|
|
||
Equity in earnings of affiliates, net
|
2,505
|
|
|
13,727
|
|
||
Other income (expense), net
|
36
|
|
|
71
|
|
||
Income before income taxes
|
6,167
|
|
|
23,709
|
|
||
(Loss) Income attributable to noncontrolling interests
|
279
|
|
|
2,456
|
|
||
Income before income taxes attributable to The Andersons, Inc.
|
$
|
5,888
|
|
|
$
|
21,253
|
|
|
Three months ended
September 30, |
||||||
(in thousands)
|
2015
|
|
2014
|
||||
Sales and merchandising revenues
|
$
|
149,303
|
|
|
$
|
133,440
|
|
Cost of sales and merchandising revenues
|
126,983
|
|
|
114,200
|
|
||
Gross profit
|
22,320
|
|
|
19,240
|
|
||
Operating, administrative and general expenses
|
32,593
|
|
|
23,760
|
|
||
Interest expense
|
1,788
|
|
|
1,355
|
|
||
Other income, net
|
947
|
|
|
2,861
|
|
||
Income (loss) before income taxes
|
$
|
(11,114
|
)
|
|
$
|
(3,014
|
)
|
|
Three months ended
September 30, |
||||||
(in thousands)
|
2015
|
|
2014
|
||||
Sales and merchandising revenues
|
$
|
44,758
|
|
|
$
|
32,022
|
|
Cost of sales and merchandising revenues
|
27,267
|
|
|
21,181
|
|
||
Gross profit
|
17,491
|
|
|
10,841
|
|
||
Operating, administrative and general expenses
|
6,165
|
|
|
5,652
|
|
||
Interest expense
|
1,506
|
|
|
1,821
|
|
||
Other income, net
|
2,093
|
|
|
792
|
|
||
Income before income taxes
|
$
|
11,913
|
|
|
$
|
4,160
|
|
|
Three months ended
September 30, |
||||||
(in thousands)
|
2015
|
|
2014
|
||||
Sales and merchandising revenues
|
$
|
31,947
|
|
|
$
|
32,706
|
|
Cost of sales and merchandising revenues
|
22,759
|
|
|
23,387
|
|
||
Gross profit
|
9,188
|
|
|
9,319
|
|
||
Operating, administrative and general expenses
|
9,999
|
|
|
10,523
|
|
||
Interest expense
|
50
|
|
|
182
|
|
||
Other income, net
|
92
|
|
|
418
|
|
||
Loss before income taxes
|
$
|
(769
|
)
|
|
$
|
(968
|
)
|
|
Three months ended
September 30, |
||||||
(in thousands)
|
2015
|
|
2014
|
||||
Sales and merchandising revenues
|
$
|
—
|
|
|
$
|
—
|
|
Cost of sales and merchandising revenues
|
—
|
|
|
—
|
|
||
Gross profit
|
—
|
|
|
—
|
|
||
Operating, administrative and general expenses
|
6,229
|
|
|
7,606
|
|
||
Interest expense (income)
|
2,121
|
|
|
(905
|
)
|
||
Other income (expense), net
|
(431
|
)
|
|
(103
|
)
|
||
Loss before income taxes
|
$
|
(8,781
|
)
|
|
$
|
(6,804
|
)
|
|
Nine months ended
September 30, |
||||||
(in thousands)
|
2015
|
|
2014
|
||||
Sales and merchandising revenues
|
$
|
1,781,104
|
|
|
$
|
1,814,517
|
|
Cost of sales and merchandising revenues
|
1,696,448
|
|
|
1,736,852
|
|
||
Gross profit
|
84,656
|
|
|
77,665
|
|
||
Operating, administrative and general expenses
|
89,020
|
|
|
73,868
|
|
||
Interest expense
|
5,066
|
|
|
7,203
|
|
||
Equity in earnings of affiliates, net
|
10,764
|
|
|
20,541
|
|
||
Other income, net
|
2,682
|
|
|
16,967
|
|
||
Income before income taxes
|
4,016
|
|
|
34,102
|
|
||
Loss attributable to noncontrolling interest
|
(8
|
)
|
|
(8
|
)
|
||
Income before income taxes attributable to The Andersons, Inc.
|
$
|
4,024
|
|
|
$
|
34,110
|
|
|
Nine months ended
September 30, |
||||||
(in thousands)
|
2015
|
|
2014
|
||||
Sales and merchandising and service fee revenues
|
$
|
416,752
|
|
|
$
|
594,613
|
|
Cost of sales and merchandising revenues
|
398,358
|
|
|
555,840
|
|
||
Gross profit
|
18,394
|
|
|
38,773
|
|
||
Operating, administrative and general expenses
|
8,684
|
|
|
8,978
|
|
||
Interest expense
|
50
|
|
|
253
|
|
||
Equity in earnings of affiliates, net
|
12,531
|
|
|
56,090
|
|
||
Other income (expense), net
|
83
|
|
|
201
|
|
||
Income before income taxes
|
22,274
|
|
|
85,833
|
|
||
(Loss) Income attributable to noncontrolling interests
|
1,441
|
|
|
10,852
|
|
||
Income before income taxes attributable to The Andersons, Inc.
|
$
|
20,833
|
|
|
$
|
74,981
|
|
|
Nine months ended
September 30, |
||||||
(in thousands)
|
2015
|
|
2014
|
||||
Sales and merchandising revenues
|
$
|
660,440
|
|
|
$
|
639,603
|
|
Cost of sales and merchandising revenues
|
569,456
|
|
|
549,275
|
|
||
Gross profit
|
90,984
|
|
|
90,328
|
|
||
Operating, administrative and general expenses
|
80,136
|
|
|
66,661
|
|
||
Interest expense
|
5,106
|
|
|
3,926
|
|
||
Other income, net
|
2,441
|
|
|
4,211
|
|
||
Income (loss) before income taxes
|
$
|
8,183
|
|
|
$
|
23,952
|
|
|
Nine months ended
September 30, |
||||||
(in thousands)
|
2015
|
|
2014
|
||||
Sales and merchandising revenues
|
$
|
134,497
|
|
|
$
|
117,733
|
|
Cost of sales and merchandising revenues
|
81,435
|
|
|
71,164
|
|
||
Gross profit
|
53,062
|
|
|
46,569
|
|
||
Operating, administrative and general expenses
|
18,984
|
|
|
17,588
|
|
||
Interest expense
|
4,929
|
|
|
5,381
|
|
||
Other income, net
|
14,766
|
|
|
2,289
|
|
||
Income before income taxes
|
$
|
43,915
|
|
|
$
|
25,889
|
|
|
Nine months ended
September 30, |
||||||
(in thousands)
|
2015
|
|
2014
|
||||
Sales and merchandising revenues
|
$
|
101,562
|
|
|
$
|
101,837
|
|
Cost of sales and merchandising revenues
|
71,984
|
|
|
71,984
|
|
||
Gross profit
|
29,578
|
|
|
29,853
|
|
||
Operating, administrative and general expenses
|
31,037
|
|
|
31,723
|
|
||
Interest expense
|
308
|
|
|
516
|
|
||
Other income, net
|
284
|
|
|
720
|
|
||
Loss before income taxes
|
$
|
(1,483
|
)
|
|
$
|
(1,666
|
)
|
|
Nine months ended
September 30, |
||||||
(in thousands)
|
2015
|
|
2014
|
||||
Sales and merchandising revenues
|
$
|
—
|
|
|
$
|
—
|
|
Cost of sales and merchandising revenues
|
—
|
|
|
—
|
|
||
Gross profit
|
—
|
|
|
—
|
|
||
Operating, administrative and general expenses
|
23,183
|
|
|
25,179
|
|
||
Interest expense (income)
|
751
|
|
|
(878
|
)
|
||
Other income (expense), net
|
(21
|
)
|
|
706
|
|
||
Loss before income taxes
|
$
|
(23,955
|
)
|
|
$
|
(23,595
|
)
|
(in thousands)
|
September 30, 2015
|
|
September 30, 2014
|
|
Variance
|
||||||
Current Assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
40,658
|
|
|
$
|
326,946
|
|
|
$
|
(286,288
|
)
|
Restricted cash
|
181
|
|
|
173
|
|
|
8
|
|
|||
Accounts receivable, net
|
201,664
|
|
|
162,270
|
|
|
39,394
|
|
|||
Inventories
|
527,789
|
|
|
396,464
|
|
|
131,325
|
|
|||
Commodity derivative assets – current
|
60,965
|
|
|
126,396
|
|
|
(65,431
|
)
|
|||
Deferred income taxes
|
6,735
|
|
|
148
|
|
|
6,587
|
|
|||
Other current assets
|
66,411
|
|
|
36,518
|
|
|
29,893
|
|
|||
Total current assets
|
904,403
|
|
|
1,048,915
|
|
|
(144,512
|
)
|
|||
Current Liabilities:
|
|
|
|
|
|
||||||
Short-term debt
|
82,801
|
|
|
451
|
|
|
82,350
|
|
|||
Trade and other payables
|
466,428
|
|
|
387,311
|
|
|
79,117
|
|
|||
Customer prepayments and deferred revenue
|
23,581
|
|
|
27,246
|
|
|
(3,665
|
)
|
|||
Commodity derivative liabilities – current
|
49,911
|
|
|
229,265
|
|
|
(179,354
|
)
|
|||
Accrued expenses and other current liabilities
|
71,593
|
|
|
70,598
|
|
|
995
|
|
|||
Current maturities of long-term debt
|
26,989
|
|
|
76,757
|
|
|
(49,768
|
)
|
|||
Total current liabilities
|
721,303
|
|
|
791,628
|
|
|
(70,325
|
)
|
|||
Working Capital
|
$
|
183,100
|
|
|
$
|
257,287
|
|
|
$
|
(74,187
|
)
|
Method of Control
|
Financial Statement
|
|
Units
|
|
Owned-railcars available for sale
|
On balance sheet – current
|
|
20
|
|
Owned-railcar assets leased to others
|
On balance sheet – non-current
|
|
16,608
|
|
Railcars leased from financial intermediaries
|
Off balance sheet
|
|
3,689
|
|
Railcars – non-recourse arrangements
|
Off balance sheet
|
|
2,899
|
|
Total Railcars
|
|
|
23,216
|
|
Locomotive assets leased to others
|
On balance sheet – non-current
|
|
29
|
|
Locomotives leased from financial intermediaries
|
Off balance sheet
|
|
16
|
|
Total Locomotives
|
|
|
45
|
|
Barge assets leased to others
|
On balance sheet – non-current
|
|
—
|
|
Barge assets leased from financial intermediaries
|
Off balance sheet
|
|
40
|
|
Total Barges
|
|
|
40
|
|
(in thousands, except per share data)
|
Total number of shares purchased
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced programs
|
|
Maximum dollar value of shares that may yet be purchased under the program
|
||||||
July 1 through July 31
|
323
|
|
|
$
|
36.59
|
|
|
323
|
|
|
$
|
3,118
|
|
August 1 through August 31
|
84
|
|
|
36.92
|
|
|
84
|
|
|
10
|
|
||
September 1 through September 30
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||
Total
|
407
|
|
|
$
|
36.68
|
|
|
407
|
|
|
$
|
10
|
|
|
|
|
No.
|
|
Description
|
|
|
|
10
|
|
Employment Agreement between The Andersons, Inc. and Patrick E. Bowe
|
|
|
|
12
|
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
31.1
|
|
Certification of the 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 interim report on Form 10-Q of The Andersons, Inc. for the period ended September 30, 2015, 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.
|
|
|
|
|
|
THE ANDERSONS, INC.
(Registrant)
|
|
|
|
Date: November 5, 2015
|
|
By /s/ Patrick E. Bowe
|
|
|
Patrick E. Bowe
|
|
|
Chief Executive Officer (Principal Executive Officer)
|
|
|
|
Date: November 5, 2015
|
|
By /s/ John Granato
|
|
|
John Granato
|
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
|
|
|
|
No.
|
|
Description
|
|
|
|
10
|
|
Employment Agreement between The Andersons, Inc. and Patrick E. Bowe
|
|
|
|
12
|
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
31.1
|
|
Certification of the 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 interim report on Form 10-Q of The Andersons, Inc. for the period ended September 30, 2015, 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.
|
1.
|
POSITION AND DUTIES.
|
|
Nine months ended
September 30, |
||||||
(in thousands, except for ratio)
|
2015
|
|
2014
|
||||
Computation of earnings
|
|
|
|
||||
Pretax income (a)
|
$
|
29,655
|
|
|
$
|
67,884
|
|
Add:
|
|
|
|
||||
Interest expense on indebtedness
|
16,210
|
|
|
16,401
|
|
||
Amortization of debt issue costs
|
801
|
|
|
1,105
|
|
||
Interest portion of rent expense (b)
|
6,619
|
|
|
5,691
|
|
||
Distributed income of equity investees
|
19,325
|
|
|
96,953
|
|
||
Earnings
|
$
|
72,610
|
|
|
$
|
188,034
|
|
|
|
|
|
||||
Computation of fixed charges
|
|
|
|
||||
Interest expense on indebtedness
|
$
|
16,210
|
|
|
$
|
16,401
|
|
Amortization of debt issue costs
|
801
|
|
|
1,105
|
|
||
Interest portion of rent expense (b)
|
6,619
|
|
|
5,691
|
|
||
Fixed charges
|
$
|
23,630
|
|
|
$
|
23,197
|
|
|
|
|
|
||||
Ratio of earnings to fixed charges
|
3.07
|
|
8.11
|
|
1
|
I have reviewed this report on Form 10-Q of The Andersons, Inc.
|
2
|
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;
|
3
|
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;
|
4
|
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:
|
|
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;
|
|
b)
|
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;
|
|
c)
|
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
|
|
d)
|
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
|
5
|
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):
|
|
a)
|
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
|
|
b)
|
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.
|
|
/s/ Patrick E. Bowe
|
|
Patrick E. Bowe
|
|
Chief Executive Officer (Principal Executive Officer)
|
1
|
I have reviewed this report on Form 10-Q of The Andersons, Inc.
|
2
|
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;
|
3
|
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;
|
4
|
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:
|
|
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;
|
|
b)
|
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;
|
|
c)
|
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
|
|
d)
|
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
|
5
|
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):
|
|
a)
|
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
|
|
b)
|
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.
|
|
/s/ John Granato
|
|
John Granato
|
|
Chief Financial Officer (Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of 13(a) or 15(d) of the Securities Exchange Act of 1934, and
|
(2)
|
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.
|
|
|
|
/s/ Patrick E. Bowe
|
|
Patrick E. Bowe
|
|
Chief Executive Officer
|
|
|
|
/s/ John Granato
|
|
John Granato
|
|
Chief Financial Officer
|
|
|