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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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1947 Briarfield Boulevard, 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 1B. Unresolved Staff Comments
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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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Item 16. Form 10-K Summary
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Exhibits
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Signatures
|
|
|
|
|
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|||
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Agricultural Fertilizer
|
|||||
(in thousands)
|
|
Grain Storage
|
|
Dry Storage
|
|
Liquid Storage
|
|||
Location
|
|
(bushels)
|
|
(tons)
|
|
(tons)
|
|||
Canada
|
|
562
|
|
|
—
|
|
|
—
|
|
Illinois
|
|
11,359
|
|
|
55
|
|
|
11
|
|
Indiana
|
|
26,094
|
|
|
142
|
|
|
141
|
|
Iowa
|
|
2,600
|
|
|
—
|
|
|
69
|
|
Michigan
|
|
30,411
|
|
|
70
|
|
|
48
|
|
Minnesota
|
|
—
|
|
|
—
|
|
|
47
|
|
Nebraska
|
|
13,222
|
|
|
—
|
|
|
45
|
|
Ohio
|
|
40,203
|
|
|
189
|
|
|
64
|
|
Puerto Rico
|
|
—
|
|
|
—
|
|
|
10
|
|
Tennessee
|
|
14,570
|
|
|
—
|
|
|
—
|
|
Texas
|
|
1,386
|
|
|
—
|
|
|
—
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|
Wisconsin
|
|
—
|
|
|
24
|
|
|
77
|
|
|
|
140,407
|
|
|
480
|
|
|
512
|
|
Name
|
Position
|
Age
|
Year Assumed
|
|
|
|
|
Jeffrey C. Blair
|
President, Plant Nutrient Group
Vice President of Sales (Intrepid Potash, Inc)
Director of Potash Sales (Intrepid Potash, Inc)
Commercial Director - Sales and Account Management (Orica Mining Services)
|
45
|
2017
2016
2013
2011
|
Valerie M. Blanchett
|
Vice President, Human Resources
Vice President, Human Resources, Food Ingredients and Systems (Cargill)
|
56
|
2016
2010
|
Patrick E. Bowe
|
President and Chief Executive Officer
Corporate Vice President, Food Ingredients and Systems (Cargill)
|
59
|
2015
2007
|
Naran U. Burchinow
|
Senior Vice President, General Counsel and Secretary
|
64
|
2005
|
Srikanth R. Dasari
|
Vice President, Treasurer
Treasurer (Westinghouse Electric Company)
Head of Treasury Front Office (Dow Corning)
|
47
|
2017
2016
2010
|
Tamara S. Goetz
|
Vice President, Financial Planning & Analysis
Vice President, Corporate Business /Financial Analysis
|
49
|
2015
2007
|
John J. Granato
|
Chief Financial Officer
|
52
|
2012
|
Michael S. Irmen
|
President, Ethanol Group
Vice President and General Manager, Ethanol Group
Vice President, Commodities and Risk, Ethanol Group
|
64
|
2016
2015
2012
|
Corbett J. Jorgenson
|
President, Grain Group
Vice President, Americas, Corporate Transportation (Cargill)
Vice President, Commercial Lead, AgHorizons USA (Cargill)
|
43
|
2016
2015
2013
|
Anthony A. Lombardi
|
Chief Information Officer
Vice President, Global Business Services and Chief Information Officer (Armstrong World Industries)
|
59
|
2016
2010
|
Joseph E. McNeely
|
President, Rail Group
President and Chief Executive Officer (FreightCar America, Inc.)
Vice President Finance, Chief Financial Officer and Treasurer (FreightCar America, Inc.)
|
53
|
2017
2013
2010
|
Anne G. Rex
|
Vice President, Corporate Controller
|
53
|
2012
|
Rasesh H. Shah
|
Senior Director - Rail
President, Rail Group
|
63
|
2017
1999
|
|
2017
|
|
2016
|
||||
|
High
|
|
Low
|
|
High
|
|
Low
|
Quarter Ended
|
|
|
|
|
|
|
|
March 31
|
$43.30
|
|
$36.75
|
|
$32.24
|
|
$24.01
|
June 30
|
$38.80
|
|
$32.20
|
|
$36.46
|
|
$25.94
|
September 30
|
$34.65
|
|
$31.00
|
|
$38.30
|
|
$34.40
|
December 31
|
$37.45
|
|
$29.85
|
|
$44.80
|
|
$34.50
|
Payment Date
|
|
Amount
|
1/25/2016
|
|
$0.1550
|
4/22/2016
|
|
$0.1550
|
7/22/2016
|
|
$0.1550
|
10/24/2016
|
|
$0.1550
|
1/24/2017
|
|
$0.1600
|
4/24/2017
|
|
$0.1600
|
7/24/2017
|
|
$0.1600
|
10/23/2017
|
|
$0.1600
|
1/23/2018
|
|
$0.1650
|
|
Equity Compensation Plan Information
|
||||||
Plan category
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(a)
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average exercise price of outstanding options, warrants and rights
|
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
|
1,010,984
(1)
|
|
$
|
34.93
|
|
668,213
(2)
|
|
Equity compensation plans not approved by security holders
|
—
|
|
—
|
|
—
|
|
(1)
|
This number includes 325,000 Non-Qualified Stock Options (“Options”), 182,596 total shareholder return-based performance share units, 274,798 earnings per share-based performance share units, and 228,590 restricted shares outstanding under The Andersons, Inc. 2014 Long-Term Performance Compensation Plan. 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.
|
(2)
|
This number includes 95,918 Common Shares available to be purchased under the Employee Share Purchase Plan and 572,295 shares available under equity compensation plans.
|
Agrium, Inc.
|
Ingredion Incorporated
|
Archer-Daniels-Midland Co.
|
The Greenbrier Companies, Inc.
|
GATX Corp.
|
The Scott's Miracle-Gro Company
|
Green Plains, Inc.
|
|
|
Base Period
|
Cumulative Returns
|
||||||||||||||||
|
December 31, 2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
||||||||||||
The Andersons, Inc.
|
$
|
100.00
|
|
$
|
210.05
|
|
$
|
189.34
|
|
$
|
114.54
|
|
$
|
164.80
|
|
$
|
117.05
|
|
NASDAQ U.S.
|
100.00
|
|
140.12
|
|
160.78
|
|
171.97
|
|
187.22
|
|
242.71
|
|
||||||
Peer Group Index
|
100.00
|
|
130.57
|
|
154.68
|
|
130.65
|
|
168.04
|
|
174.20
|
|
||||||
|
|
|
|
|
|
|
(in thousands, except for per share and ratios and other data)
|
For the years ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Operating results
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and merchandising revenues (a)
|
$
|
3,686,345
|
|
|
$
|
3,924,790
|
|
|
$
|
4,198,495
|
|
|
$
|
4,540,071
|
|
|
$
|
5,604,574
|
|
Gross profit
|
318,799
|
|
|
345,506
|
|
|
375,838
|
|
|
397,139
|
|
|
365,225
|
|
|||||
Equity in earnings of affiliates
|
16,723
|
|
|
9,721
|
|
|
31,924
|
|
|
96,523
|
|
|
68,705
|
|
|||||
Other income, net (b)
|
23,444
|
|
|
14,775
|
|
|
46,472
|
|
|
31,125
|
|
|
14,876
|
|
|||||
Net income (loss)
|
42,609
|
|
|
14,470
|
|
|
(11,322
|
)
|
|
122,645
|
|
|
95,702
|
|
|||||
Net income (loss) attributable to The Andersons, Inc.
|
42,511
|
|
|
11,594
|
|
|
(13,067
|
)
|
|
109,726
|
|
|
89,939
|
|
|||||
EBITDA (c)
|
87,356
|
|
|
123,949
|
|
|
85,219
|
|
|
254,992
|
|
|
219,917
|
|
Financial position
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
|
2,162,354
|
|
|
2,232,849
|
|
|
2,359,101
|
|
|
2,364,692
|
|
|
2,273,556
|
|
Working capital
|
260,495
|
|
|
258,350
|
|
|
241,485
|
|
|
226,741
|
|
|
229,451
|
|
Long-term debt (d)
|
418,339
|
|
|
397,065
|
|
|
436,208
|
|
|
298,638
|
|
|
371,150
|
|
Long-term debt, non-recourse (d)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,063
|
|
Total equity
|
822,899
|
|
|
790,697
|
|
|
783,739
|
|
|
824,049
|
|
|
724,421
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash flows / liquidity
|
|
|
|
|
|
|
|
|
|
|||||
Cash flows from (used in) operations
|
75,285
|
|
|
39,585
|
|
|
154,134
|
|
|
(10,071
|
)
|
|
337,188
|
|
Depreciation and amortization
|
86,412
|
|
|
84,325
|
|
|
78,456
|
|
|
62,005
|
|
|
55,307
|
|
Cash invested in acquisitions (e)
|
(3,507
|
)
|
|
—
|
|
|
(128,549
|
)
|
|
(20,037
|
)
|
|
(15,252
|
)
|
Purchase of investments (f)
|
(5,679
|
)
|
|
(2,523
|
)
|
|
(938
|
)
|
|
(238
|
)
|
|
(49,251
|
)
|
Investments in property, plant and equipment and capitalized software
|
(34,602
|
)
|
|
(77,740
|
)
|
|
(72,469
|
)
|
|
(59,675
|
)
|
|
(46,786
|
)
|
Net proceeds from (investment in) Rail Group assets (g)
|
(106,124
|
)
|
|
(28,579
|
)
|
|
(38,407
|
)
|
|
(57,968
|
)
|
|
4,648
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Per share data (h)
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss) - basic
|
1.51
|
|
|
0.41
|
|
|
(0.46
|
)
|
|
3.85
|
|
|
3.20
|
|
Net income (loss) - diluted
|
1.50
|
|
|
0.41
|
|
|
(0.46
|
)
|
|
3.84
|
|
|
3.18
|
|
Dividends declared
|
0.6450
|
|
|
0.6250
|
|
|
0.5750
|
|
|
0.4700
|
|
|
0.4300
|
|
Year-end market value
|
31.15
|
|
|
44.70
|
|
|
31.63
|
|
|
53.14
|
|
|
59.45
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ratios and other data
|
|
|
|
|
|
|
|
|
|
|||||
Net income attributable to The Andersons, Inc. return on beginning equity attributable to The Andersons, Inc.
|
5.5
|
%
|
|
1.5
|
%
|
|
(1.6
|
)%
|
|
15.6
|
%
|
|
15.1
|
%
|
Funded long-term debt to equity ratio (i)
|
0.5-to-1
|
|
|
0.5-to-1
|
|
|
0.6-to-1
|
|
|
0.4-to-1
|
|
|
0.5-to-1
|
|
Weighted average shares outstanding (000's)
|
28,126
|
|
|
28,193
|
|
|
28,288
|
|
|
28,367
|
|
|
27,986
|
|
Effective tax rate
|
307.6
|
%
|
|
32.3
|
%
|
|
2.1
|
%
|
|
33.4
|
%
|
|
36.0
|
%
|
|
For the years ended December 31,
|
||||||||||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Net income (loss) attributable to The Andersons, Inc.
|
$
|
42,511
|
|
|
$
|
11,594
|
|
|
$
|
(13,067
|
)
|
|
$
|
109,726
|
|
|
$
|
89,939
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Provision (benefit) for income taxes
|
(63,134
|
)
|
|
6,911
|
|
|
(242
|
)
|
|
61,501
|
|
|
53,811
|
|
|||||
Interest expense
|
21,567
|
|
|
21,119
|
|
|
20,072
|
|
|
21,760
|
|
|
20,860
|
|
|||||
Depreciation and amortization
|
86,412
|
|
|
84,325
|
|
|
78,456
|
|
|
62,005
|
|
|
55,307
|
|
|||||
EBITDA
|
87,356
|
|
|
123,949
|
|
|
85,219
|
|
|
254,992
|
|
|
219,917
|
|
(in thousands)
|
Twelve months ended December 31,
|
||||
|
2017
|
|
2016
|
||
Wholesale Nutrients - Base Nitrogen, Phosphorus, Potassium
|
1,262
|
|
|
1,246
|
|
Wholesale Nutrients - Value added products
|
489
|
|
|
491
|
|
Other (Includes Farm Center, Turf, and Cob)
|
447
|
|
|
553
|
|
Total tons
|
2,198
|
|
|
2,290
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Sales and merchandising revenues
|
$
|
3,686,345
|
|
|
$
|
3,924,790
|
|
|
$
|
4,198,495
|
|
Cost of sales and merchandising revenues
|
3,367,546
|
|
|
3,579,284
|
|
|
3,822,657
|
|
|||
Gross profit
|
318,799
|
|
|
345,506
|
|
|
375,838
|
|
|||
Operating, administrative and general expenses
|
287,930
|
|
|
318,395
|
|
|
337,829
|
|
|||
Pension settlement
|
—
|
|
|
—
|
|
|
51,446
|
|
|||
Asset impairment
|
10,913
|
|
|
9,107
|
|
|
285
|
|
|||
Goodwill impairment
|
59,081
|
|
|
—
|
|
|
56,166
|
|
|||
Interest expense
|
21,567
|
|
|
21,119
|
|
|
20,072
|
|
|||
Equity in earnings of affiliates
|
16,723
|
|
|
9,721
|
|
|
31,924
|
|
|||
Other income, net
|
23,444
|
|
|
14,775
|
|
|
46,472
|
|
|||
Income (loss) before income taxes
|
(20,525
|
)
|
|
21,381
|
|
|
(11,564
|
)
|
|||
Income attributable to noncontrolling interests
|
98
|
|
|
2,876
|
|
|
1,745
|
|
|||
Income (loss) before income taxes attributable to The Andersons, Inc.
|
$
|
(20,623
|
)
|
|
$
|
18,505
|
|
|
$
|
(13,309
|
)
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Sales and merchandising revenues
|
$
|
2,106,464
|
|
|
$
|
2,357,171
|
|
Cost of sales and merchandising revenues
|
1,975,076
|
|
|
2,249,089
|
|
||
Gross profit
|
131,388
|
|
|
108,082
|
|
||
Operating, administrative and general expenses
|
107,478
|
|
|
112,507
|
|
||
Asset impairment
|
10,913
|
|
|
—
|
|
||
Interest expense
|
8,320
|
|
|
7,955
|
|
||
Equity in earnings of affiliates
|
4,509
|
|
|
(8,746
|
)
|
||
Other income, net
|
3,658
|
|
|
5,472
|
|
||
Income (loss) before income taxes
|
12,844
|
|
|
(15,654
|
)
|
||
Loss attributable to noncontrolling interests
|
—
|
|
|
(3
|
)
|
||
Income (loss) before income taxes attributable to The Andersons, Inc.
|
$
|
12,844
|
|
|
$
|
(15,651
|
)
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Sales and merchandising revenues
|
$
|
708,063
|
|
|
$
|
544,556
|
|
Cost of sales and merchandising revenues
|
688,206
|
|
|
524,252
|
|
||
Gross profit
|
19,857
|
|
|
20,304
|
|
||
Operating, administrative and general expenses
|
13,216
|
|
|
11,211
|
|
||
Interest expense
|
(67
|
)
|
|
35
|
|
||
Equity in earnings of affiliates
|
12,214
|
|
|
18,467
|
|
||
Other income, net
|
54
|
|
|
77
|
|
||
Income before income taxes
|
18,976
|
|
|
27,602
|
|
||
Income attributable to noncontrolling interests
|
98
|
|
|
2,879
|
|
||
Income (loss) before income taxes attributable to The Andersons, Inc.
|
$
|
18,878
|
|
|
$
|
24,723
|
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Sales and merchandising revenues
|
$
|
651,824
|
|
|
$
|
725,176
|
|
Cost of sales and merchandising revenues
|
547,179
|
|
|
603,045
|
|
||
Gross profit
|
104,645
|
|
|
122,131
|
|
||
Operating, administrative and general expenses
|
89,357
|
|
|
102,892
|
|
||
Asset impairment
|
—
|
|
|
2,331
|
|
||
Goodwill impairment
|
59,081
|
|
|
—
|
|
||
Interest expense
|
6,420
|
|
|
6,448
|
|
||
Other income, net
|
5,092
|
|
|
3,716
|
|
||
Income (loss) before income taxes attributable to The Andersons, Inc.
|
$
|
(45,121
|
)
|
|
$
|
14,176
|
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Sales and merchandising revenues
|
$
|
172,123
|
|
|
$
|
163,658
|
|
Cost of sales and merchandising revenues
|
119,664
|
|
|
107,729
|
|
||
Gross profit
|
52,459
|
|
|
55,929
|
|
||
Operating, administrative and general expenses
|
23,270
|
|
|
18,971
|
|
||
Asset impairment
|
—
|
|
|
287
|
|
||
Interest expense
|
7,023
|
|
|
6,461
|
|
||
Other income, net
|
2,632
|
|
|
2,218
|
|
||
Income (loss) before income taxes attributable to The Andersons, Inc.
|
$
|
24,798
|
|
|
$
|
32,428
|
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Sales and merchandising revenues
|
$
|
47,871
|
|
|
$
|
134,229
|
|
Cost of sales and merchandising revenues
|
37,421
|
|
|
95,169
|
|
||
Gross profit
|
10,450
|
|
|
39,060
|
|
||
Operating, administrative and general expenses
|
28,119
|
|
|
41,430
|
|
||
Asset impairment
|
—
|
|
|
6,489
|
|
||
Interest expense
|
324
|
|
|
496
|
|
||
Other income, net
|
10,684
|
|
|
507
|
|
||
Income (loss) before income taxes attributable to The Andersons, Inc.
|
$
|
(7,309
|
)
|
|
$
|
(8,848
|
)
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Sales and merchandising revenues
|
$
|
—
|
|
|
$
|
—
|
|
Cost of sales and merchandising revenues
|
—
|
|
|
—
|
|
||
Gross profit
|
—
|
|
|
—
|
|
||
Operating, administrative and general expenses
|
26,490
|
|
|
31,384
|
|
||
Interest expense (income)
|
(453
|
)
|
|
(276
|
)
|
||
Other income, net
|
1,324
|
|
|
2,785
|
|
||
Income (loss) before income taxes attributable to The Andersons, Inc.
|
$
|
(24,713
|
)
|
|
$
|
(28,323
|
)
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
Sales and merchandising revenues
|
$
|
2,357,171
|
|
|
$
|
2,483,643
|
|
Cost of sales and merchandising revenues
|
2,249,089
|
|
|
2,359,998
|
|
||
Gross profit
|
108,082
|
|
|
123,645
|
|
||
Operating, administrative and general expenses
|
112,507
|
|
|
121,833
|
|
||
Goodwill impairment
|
—
|
|
|
46,422
|
|
||
Interest expense
|
7,955
|
|
|
5,778
|
|
||
Equity in earnings of affiliates
|
(8,746
|
)
|
|
14,703
|
|
||
Other income, net
|
5,472
|
|
|
26,229
|
|
||
Income (loss) before income taxes
|
(15,654
|
)
|
|
(9,456
|
)
|
||
Loss attributable to noncontrolling interests
|
(3
|
)
|
|
(10
|
)
|
||
Income (loss) before income taxes attributable to The Andersons, Inc.
|
$
|
(15,651
|
)
|
|
$
|
(9,446
|
)
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
Sales and merchandising revenues
|
$
|
544,556
|
|
|
$
|
556,188
|
|
Cost of sales and merchandising revenues
|
524,252
|
|
|
531,864
|
|
||
Gross profit
|
20,304
|
|
|
24,324
|
|
||
Operating, administrative and general expenses
|
11,211
|
|
|
11,594
|
|
||
Interest expense
|
35
|
|
|
70
|
|
||
Equity in earnings of affiliates
|
18,467
|
|
|
17,221
|
|
||
Other income, net
|
77
|
|
|
377
|
|
||
Income (loss) before income taxes
|
27,602
|
|
|
30,258
|
|
||
Income attributable to noncontrolling interests
|
2,879
|
|
|
1,755
|
|
||
Income (loss) before income taxes attributable to The Andersons, Inc.
|
$
|
24,723
|
|
|
$
|
28,503
|
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
Sales and merchandising revenues
|
$
|
725,176
|
|
|
$
|
848,338
|
|
Cost of sales and merchandising revenues
|
603,045
|
|
|
728,798
|
|
||
Gross profit
|
122,131
|
|
|
119,540
|
|
||
Operating, administrative and general expenses
|
102,892
|
|
|
105,478
|
|
||
Asset impairment
|
2,331
|
|
|
—
|
|
||
Goodwill impairment
|
—
|
|
|
9,744
|
|
||
Interest expense
|
6,448
|
|
|
7,243
|
|
||
Other income, net
|
3,716
|
|
|
3,046
|
|
||
Income (loss) before income taxes attributable to The Andersons, Inc.
|
$
|
14,176
|
|
|
$
|
121
|
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
Sales and merchandising revenues
|
$
|
163,658
|
|
|
$
|
170,848
|
|
Cost of sales and merchandising revenues
|
107,729
|
|
|
103,161
|
|
||
Gross profit
|
55,929
|
|
|
67,687
|
|
||
Operating, administrative and general expenses
|
18,971
|
|
|
25,650
|
|
||
Asset impairment
|
287
|
|
|
285
|
|
||
Interest expense
|
6,461
|
|
|
7,006
|
|
||
Other income, net
|
2,218
|
|
|
15,935
|
|
||
Income (loss) before income taxes attributable to The Andersons, Inc.
|
$
|
32,428
|
|
|
$
|
50,681
|
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
Sales and merchandising revenues
|
$
|
134,229
|
|
|
$
|
139,478
|
|
Cost of sales and merchandising revenues
|
95,169
|
|
|
98,836
|
|
||
Gross profit
|
39,060
|
|
|
40,642
|
|
||
Operating, administrative and general expenses
|
41,430
|
|
|
41,298
|
|
||
Asset impairment
|
6,489
|
|
|
—
|
|
||
Interest expense
|
496
|
|
|
356
|
|
||
Other income, net
|
507
|
|
|
557
|
|
||
Income (loss) before income taxes attributable to The Andersons, Inc.
|
$
|
(8,848
|
)
|
|
$
|
(455
|
)
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
Sales and merchandising revenues
|
$
|
—
|
|
|
$
|
—
|
|
Cost of sales and merchandising revenues
|
—
|
|
|
—
|
|
||
Gross profit
|
—
|
|
|
—
|
|
||
Operating, administrative and general expenses
|
31,384
|
|
|
31,976
|
|
||
Pension settlement
|
—
|
|
|
51,446
|
|
||
Interest income
|
(276
|
)
|
|
(381
|
)
|
||
Other income, net
|
2,785
|
|
|
328
|
|
||
Income (loss) before income taxes attributable to The Andersons, Inc.
|
$
|
(28,323
|
)
|
|
$
|
(82,713
|
)
|
(in thousands)
|
December 31,
2017
|
|
December 31,
2016
|
|
Variance
|
||||||
Current Assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
34,919
|
|
|
$
|
62,630
|
|
|
$
|
(27,711
|
)
|
Restricted cash
|
—
|
|
|
471
|
|
|
(471
|
)
|
|||
Accounts receivables, net
|
183,238
|
|
|
194,698
|
|
|
(11,460
|
)
|
|||
Inventories
|
648,703
|
|
|
682,747
|
|
|
(34,044
|
)
|
|||
Commodity derivative assets – current
|
30,702
|
|
|
45,447
|
|
|
(14,745
|
)
|
|||
Other current assets
|
63,790
|
|
|
72,133
|
|
|
(8,343
|
)
|
|||
Assets held for sale
|
37,859
|
|
|
—
|
|
|
37,859
|
|
|||
Total current assets
|
999,211
|
|
|
1,058,126
|
|
|
(58,915
|
)
|
|||
Current Liabilities:
|
|
|
|
|
|
||||||
Short-term debt
|
22,000
|
|
|
29,000
|
|
|
(7,000
|
)
|
|||
Trade and other payables
|
503,571
|
|
|
581,826
|
|
|
(78,255
|
)
|
|||
Customer prepayments and deferred revenue
|
59,710
|
|
|
48,590
|
|
|
11,120
|
|
|||
Commodity derivative liabilities – current
|
29,651
|
|
|
23,167
|
|
|
6,484
|
|
|||
Accrued expenses and other current liabilities
|
69,579
|
|
|
69,648
|
|
|
(69
|
)
|
|||
Current maturities of long-term debt
|
54,205
|
|
|
47,545
|
|
|
6,660
|
|
|||
Total current liabilities
|
738,716
|
|
|
799,776
|
|
|
(61,060
|
)
|
|||
Working capital
|
$
|
260,495
|
|
|
$
|
258,350
|
|
|
$
|
2,145
|
|
|
Payments Due by Period
|
||||||||||||||||||
(in thousands)
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
After 5 years
|
|
Total
|
||||||||||
Long-term debt
|
$
|
54,336
|
|
|
$
|
32,400
|
|
|
$
|
186,295
|
|
|
$
|
202,357
|
|
|
$
|
475,388
|
|
Interest obligations (a)
|
17,632
|
|
|
32,219
|
|
|
24,840
|
|
|
46,623
|
|
|
121,314
|
|
|||||
Operating leases (b)
|
24,031
|
|
|
30,507
|
|
|
17,764
|
|
|
13,268
|
|
|
85,570
|
|
|||||
Purchase commitments (c)
|
758,966
|
|
|
59,370
|
|
|
—
|
|
|
—
|
|
|
818,336
|
|
|||||
Other long-term liabilities (d)
|
2,445
|
|
|
4,983
|
|
|
5,102
|
|
|
16,542
|
|
|
29,072
|
|
|||||
Total contractual cash obligations
|
$
|
857,410
|
|
|
$
|
159,479
|
|
|
$
|
234,001
|
|
|
$
|
278,790
|
|
|
$
|
1,529,680
|
|
Method of Control
|
Financial Statement
|
|
Units
|
|
Owned - railcars available for sale
|
On balance sheet – current
|
|
533
|
|
Owned - railcar assets leased to others
|
On balance sheet – non-current
|
|
17,025
|
|
Railcars leased from financial intermediaries
|
Off balance sheet
|
|
3,375
|
|
Railcars in non-recourse arrangements
|
Off balance sheet
|
|
2,556
|
|
Total Railcars
|
|
|
23,489
|
|
Locomotive assets leased to others
|
On balance sheet – non-current
|
|
32
|
|
Locomotive leased from financial intermediaries
|
Off balance sheet
|
|
4
|
|
Total Locomotive Assets
|
|
|
36
|
|
Barge assets leased to others
|
On balance sheet – non-current
|
|
—
|
|
Barge assets leased from financial intermediaries
|
Off balance sheet
|
|
65
|
|
Total Barges
|
|
|
65
|
|
|
December 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Net commodity position
|
$
|
(1,224
|
)
|
|
$
|
(2,166
|
)
|
Market risk
|
(122
|
)
|
|
(217
|
)
|
|
December 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Fair value of long-term debt, including current maturities
|
$
|
474,769
|
|
|
$
|
450,940
|
|
Fair value in excess of carrying value
|
1,451
|
|
|
3,116
|
|
||
Market risk
|
7,643
|
|
|
8,833
|
|
Report of Independent Registered Public Accounting Firms - Deloitte & Touche LLP / KPMG LLP / PricewaterhouseCoopers LLP - Canada / Crowe Chizek LLP
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Comprehensive Income
|
|
Consolidated Statements of Cash Flows
|
|
Consolidated Statements of Equity
|
|
Notes to Consolidated Financial Statements
|
|
Schedule II - Consolidated Valuation and Qualifying Accounts
|
The Andersons, Inc.
Consolidated Balance Sheets
(In thousands)
|
|||||||
|
December 31,
2017 |
|
December 31,
2016 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
34,919
|
|
|
$
|
62,630
|
|
Restricted cash
|
—
|
|
|
471
|
|
||
Accounts receivable, less allowance for doubtful accounts of $9,156 in 2017; $7,706 in 2016
|
183,238
|
|
|
194,698
|
|
||
Inventories (Note 2)
|
648,703
|
|
|
682,747
|
|
||
Commodity derivative assets – current (Note 6)
|
30,702
|
|
|
45,447
|
|
||
Other current assets
|
63,790
|
|
|
72,133
|
|
||
Assets held for sale
|
37,859
|
|
|
—
|
|
||
Total current assets
|
999,211
|
|
|
1,058,126
|
|
||
Other assets:
|
|
|
|
||||
Commodity derivative assets – noncurrent (Note 6)
|
310
|
|
|
100
|
|
||
Goodwill (Note 4)
|
6,024
|
|
|
63,934
|
|
||
Other intangible assets, net (Note 4)
|
112,893
|
|
|
106,100
|
|
||
Other assets
|
12,557
|
|
|
10,411
|
|
||
Equity method investments
|
223,239
|
|
|
216,931
|
|
||
|
355,023
|
|
|
397,476
|
|
||
Rail Group assets leased to others, net (Note 3)
|
423,443
|
|
|
327,195
|
|
||
Property, plant and equipment, net (Note 3)
|
384,677
|
|
|
450,052
|
|
||
Total assets
|
$
|
2,162,354
|
|
|
$
|
2,232,849
|
|
The Andersons, Inc.
Consolidated Balance Sheets (continued)
(In thousands)
|
|||||||
|
December 31,
2017 |
|
December 31,
2016 |
||||
Liabilities and equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt (Note 5)
|
$
|
22,000
|
|
|
$
|
29,000
|
|
Trade and other payables
|
503,571
|
|
|
581,826
|
|
||
Customer prepayments and deferred revenue
|
59,710
|
|
|
48,590
|
|
||
Commodity derivative liabilities – current (Note 6)
|
29,651
|
|
|
23,167
|
|
||
Accrued expenses and other current liabilities
|
69,579
|
|
|
69,648
|
|
||
Current maturities of long-term debt (Note 5)
|
54,205
|
|
|
47,545
|
|
||
Total current liabilities
|
738,716
|
|
|
799,776
|
|
||
Other long-term liabilities
|
33,129
|
|
|
27,833
|
|
||
Commodity derivative liabilities – noncurrent (Note 6)
|
825
|
|
|
339
|
|
||
Employee benefit plan obligations (Note 7)
|
26,716
|
|
|
35,026
|
|
||
Long-term debt, less current maturities (Note 5)
|
418,339
|
|
|
397,065
|
|
||
Deferred income taxes (Note 8)
|
121,730
|
|
|
182,113
|
|
||
Total liabilities
|
1,339,455
|
|
|
1,442,152
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Common shares, without par value (63,000 shares authorized; 29,430 shares issued in 2017 and 2016)
|
96
|
|
|
96
|
|
||
Preferred shares, without par value (1,000 shares authorized; none issued)
|
—
|
|
|
—
|
|
||
Additional paid-in-capital
|
224,622
|
|
|
222,910
|
|
||
Treasury shares, at cost (1,063 in 2017; 1,201 in 2016)
|
(40,312
|
)
|
|
(45,383
|
)
|
||
Accumulated other comprehensive loss
|
(2,700
|
)
|
|
(12,468
|
)
|
||
Retained earnings
|
633,496
|
|
|
609,206
|
|
||
Total shareholders’ equity of The Andersons, Inc.
|
815,202
|
|
|
774,361
|
|
||
Noncontrolling interests
|
7,697
|
|
|
16,336
|
|
||
Total equity
|
822,899
|
|
|
790,697
|
|
||
Total liabilities and equity
|
$
|
2,162,354
|
|
|
$
|
2,232,849
|
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Sales and merchandising revenues
|
$
|
3,686,345
|
|
|
$
|
3,924,790
|
|
|
$
|
4,198,495
|
|
Cost of sales and merchandising revenues
|
3,367,546
|
|
|
3,579,284
|
|
|
3,822,657
|
|
|||
Gross profit
|
318,799
|
|
|
345,506
|
|
|
375,838
|
|
|||
Operating, administrative and general expenses
|
287,930
|
|
|
318,395
|
|
|
337,829
|
|
|||
Pension settlement
|
—
|
|
|
—
|
|
|
51,446
|
|
|||
Asset impairment
|
10,913
|
|
|
9,107
|
|
|
285
|
|
|||
Goodwill impairment
|
59,081
|
|
|
—
|
|
|
56,166
|
|
|||
Interest expense
|
21,567
|
|
|
21,119
|
|
|
20,072
|
|
|||
Other income:
|
|
|
|
|
|
||||||
Equity in earnings of affiliates, net
|
16,723
|
|
|
9,721
|
|
|
31,924
|
|
|||
Other income, net
|
23,444
|
|
|
14,775
|
|
|
46,472
|
|
|||
Income (loss) before income taxes
|
(20,525
|
)
|
|
21,381
|
|
|
(11,564
|
)
|
|||
Income tax provision (benefit)
|
(63,134
|
)
|
|
6,911
|
|
|
(242
|
)
|
|||
Net income (loss)
|
42,609
|
|
|
14,470
|
|
|
(11,322
|
)
|
|||
Net income attributable to the noncontrolling interests
|
98
|
|
|
2,876
|
|
|
1,745
|
|
|||
Net income (loss) attributable to The Andersons, Inc.
|
$
|
42,511
|
|
|
$
|
11,594
|
|
|
$
|
(13,067
|
)
|
Per common share:
|
|
|
|
|
|
||||||
Basic earnings (loss) attributable to The Andersons, Inc. common shareholders
|
$
|
1.51
|
|
|
$
|
0.41
|
|
|
$
|
(0.46
|
)
|
Diluted earnings (loss) attributable to The Andersons, Inc. common shareholders
|
$
|
1.50
|
|
|
$
|
0.41
|
|
|
$
|
(0.46
|
)
|
Dividends declared
|
$
|
0.6450
|
|
|
$
|
0.6250
|
|
|
$
|
0.5750
|
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income (loss)
|
$
|
42,609
|
|
|
$
|
14,470
|
|
|
$
|
(11,322
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Change in fair value of convertible preferred securities (net of income tax of $0, $74 and $0)
|
344
|
|
|
(126
|
)
|
|
—
|
|
|||
Change in unrecognized actuarial gain and prior service cost (net of income tax of $(1,809), $(4,355) and $(24,746))
|
6,138
|
|
|
7,447
|
|
|
40,736
|
|
|||
Foreign currency translation adjustments (net of income tax of $0, $0 and $82)
|
3,286
|
|
|
1,039
|
|
|
(7,333
|
)
|
|||
Cash flow hedge activity (net of income tax of $0, $(72) and $(154))
|
—
|
|
|
111
|
|
|
253
|
|
|||
Other comprehensive income (loss)
|
9,768
|
|
|
8,471
|
|
|
33,656
|
|
|||
Comprehensive income
|
52,377
|
|
|
22,941
|
|
|
22,334
|
|
|||
Comprehensive income attributable to the noncontrolling interests
|
98
|
|
|
2,876
|
|
|
1,745
|
|
|||
Comprehensive income attributable to The Andersons, Inc.
|
$
|
52,279
|
|
|
$
|
20,065
|
|
|
$
|
20,589
|
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
42,609
|
|
|
$
|
14,470
|
|
|
(11,322
|
)
|
|
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
86,412
|
|
|
84,325
|
|
|
78,456
|
|
|||
Bad debt expense
|
3,000
|
|
|
1,191
|
|
|
3,302
|
|
|||
Equity in (earnings) losses of affiliates, net of dividends
|
(10,494
|
)
|
|
14,766
|
|
|
(677
|
)
|
|||
Gain on sale of assets
|
(14,401
|
)
|
|
(667
|
)
|
|
(20,802
|
)
|
|||
Gains on sales of Rail Group assets and related leases
|
(10,990
|
)
|
|
(11,019
|
)
|
|
(13,281
|
)
|
|||
Deferred income taxes
|
(63,234
|
)
|
|
6,030
|
|
|
27,279
|
|
|||
Stock based compensation expense
|
6,097
|
|
|
6,987
|
|
|
1,899
|
|
|||
Pension settlement charge, net of cash contributed
|
—
|
|
|
—
|
|
|
48,344
|
|
|||
Goodwill impairment
|
59,081
|
|
|
—
|
|
|
56,166
|
|
|||
Asset impairment charge
|
10,913
|
|
|
9,107
|
|
|
285
|
|
|||
Other
|
(55
|
)
|
|
(2,070
|
)
|
|
(1,439
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
9,781
|
|
|
(26,429
|
)
|
|
45,058
|
|
|||
Inventories
|
16,141
|
|
|
28,165
|
|
|
73,350
|
|
|||
Commodity derivatives
|
20,285
|
|
|
(9,990
|
)
|
|
14,098
|
|
|||
Other assets
|
(5,623
|
)
|
|
19,407
|
|
|
(26,315
|
)
|
|||
Accounts payable and accrued expenses
|
(74,237
|
)
|
|
(94,688
|
)
|
|
(120,267
|
)
|
|||
Net cash provided by (used in) operating activities
|
75,285
|
|
|
39,585
|
|
|
154,134
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Acquisition of businesses, net of cash acquired
|
(3,507
|
)
|
|
—
|
|
|
(128,549
|
)
|
|||
Purchases of Rail Group assets
|
(143,020
|
)
|
|
(85,268
|
)
|
|
(115,032
|
)
|
|||
Proceeds from sale of Rail Group assets
|
36,896
|
|
|
56,689
|
|
|
76,625
|
|
|||
Purchases of property, plant and equipment and capitalized software
|
(34,602
|
)
|
|
(77,740
|
)
|
|
(72,469
|
)
|
|||
Proceeds from sale of assets
|
33,879
|
|
|
69,904
|
|
|
284
|
|
|||
Proceeds from returns of investments in affiliates
|
1,069
|
|
|
9,186
|
|
|
1,620
|
|
|||
Purchase of investments
|
(5,679
|
)
|
|
(2,523
|
)
|
|
(938
|
)
|
|||
Other
|
1,470
|
|
|
1,534
|
|
|
(21
|
)
|
|||
Net cash provided by (used in) investing activities
|
(113,494
|
)
|
|
(28,218
|
)
|
|
(238,480
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Net change in short-term borrowings
|
(8,059
|
)
|
|
14,000
|
|
|
15,000
|
|
|||
Proceeds from issuance of long-term debt
|
85,175
|
|
|
81,760
|
|
|
181,767
|
|
|||
Payments of long-term debt
|
(57,189
|
)
|
|
(97,606
|
)
|
|
(92,474
|
)
|
|||
Proceeds from long-term financing arrangements
|
12,195
|
|
|
14,027
|
|
|
—
|
|
|||
Distributions to noncontrolling interest owner
|
(377
|
)
|
|
(5,853
|
)
|
|
(3,206
|
)
|
|||
Payments of debt issuance costs
|
(2,024
|
)
|
|
(323
|
)
|
|
(296
|
)
|
|||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
(49,089
|
)
|
|||
Dividends paid
|
(18,152
|
)
|
|
(17,362
|
)
|
|
(15,921
|
)
|
|||
Other
|
(1,071
|
)
|
|
(1,130
|
)
|
|
(2,389
|
)
|
|||
Net cash provided by (used in) financing activities
|
10,498
|
|
|
(12,487
|
)
|
|
33,392
|
|
|||
Increase (decrease) in cash and cash equivalents
|
(27,711
|
)
|
|
(1,120
|
)
|
|
(50,954
|
)
|
|||
Cash and cash equivalents at beginning of year
|
62,630
|
|
|
63,750
|
|
|
114,704
|
|
|||
Cash and cash equivalents at end of year
|
$
|
34,919
|
|
|
$
|
62,630
|
|
|
$
|
63,750
|
|
|
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, 2015
|
$
|
96
|
|
|
$
|
222,789
|
|
|
$
|
(9,743
|
)
|
|
$
|
(54,595
|
)
|
|
$
|
644,556
|
|
|
$
|
20,946
|
|
|
$
|
824,049
|
|
Net income
|
|
|
|
|
|
|
|
|
(13,067
|
)
|
|
1,745
|
|
|
(11,322
|
)
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
33,656
|
|
|
|
|
|
|
33,656
|
|
||||||||||||
Cash distributions to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
(3,206
|
)
|
|
(3,206
|
)
|
|||||||||||
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $819 (187 shares)
|
|
|
(4,382
|
)
|
|
5,930
|
|
|
|
|
|
|
|
|
1,548
|
|
|||||||||||
Purchase of treasury shares (1,193 shares)
|
|
|
|
|
(49,089
|
)
|
|
|
|
|
|
|
|
(49,089
|
)
|
||||||||||||
Dividends declared ($0.575 per common share)
|
|
|
|
|
|
|
|
|
(16,200
|
)
|
|
|
|
(16,200
|
)
|
||||||||||||
Shares issued for acquisitions (77 shares)
|
|
|
4,303
|
|
|
|
|
|
|
|
|
|
|
4,303
|
|
||||||||||||
Performance share unit dividends equivalents
|
|
|
138
|
|
|
|
|
|
|
(138
|
)
|
|
|
|
—
|
|
|||||||||||
Balance at December 31, 2015
|
96
|
|
|
222,848
|
|
|
(52,902
|
)
|
|
(20,939
|
)
|
|
615,151
|
|
|
19,485
|
|
|
783,739
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
11,594
|
|
|
2,876
|
|
|
14,470
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
8,471
|
|
|
|
|
|
|
8,471
|
|
||||||||||||
Cash distributions to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
(5,853
|
)
|
|
(5,853
|
)
|
||||||||||||
Other changes in noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
(172
|
)
|
|
(172
|
)
|
||||||||||||
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $458 (196 shares)
|
|
|
67
|
|
|
7,489
|
|
|
|
|
|
|
|
|
7,556
|
|
|||||||||||
Dividends declared ($0.625 per common share)
|
|
|
|
|
|
|
|
|
(17,514
|
)
|
|
|
|
(17,514
|
)
|
||||||||||||
Performance share unit dividends equivalents
|
|
|
(5
|
)
|
|
30
|
|
|
|
|
(25
|
)
|
|
|
|
—
|
|
||||||||||
Balance at December 31, 2016
|
96
|
|
|
222,910
|
|
|
(45,383
|
)
|
|
(12,468
|
)
|
|
609,206
|
|
|
16,336
|
|
|
790,697
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
42,511
|
|
|
98
|
|
|
42,609
|
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
|
9,768
|
|
|
|
|
|
|
9,768
|
|
||||||||||||
Cash distributions to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
(377
|
)
|
|
(377
|
)
|
||||||||||||
Other changes in noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
(8,360
|
)
|
|
(8,360
|
)
|
||||||||||||
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $(323) (138 shares)
|
|
|
1,707
|
|
|
5,007
|
|
|
|
|
|
|
|
|
6,714
|
|
|||||||||||
Dividends declared ($0.645 per common share)
|
|
|
|
|
|
|
|
|
(18,152
|
)
|
|
|
|
(18,152
|
)
|
||||||||||||
Stock award dividend equivalents
|
|
|
5
|
|
|
64
|
|
|
|
|
(69
|
)
|
|
|
|
—
|
|
||||||||||
Balance at December 31, 2017
|
$
|
96
|
|
|
$
|
224,622
|
|
|
$
|
(40,312
|
)
|
|
$
|
(2,700
|
)
|
|
$
|
633,496
|
|
|
$
|
7,697
|
|
|
$
|
822,899
|
|
|
December 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Grain
|
$
|
505,217
|
|
|
$
|
495,139
|
|
Ethanol and coproducts
|
11,003
|
|
|
10,887
|
|
||
Plant nutrients and cob products
|
126,962
|
|
|
150,259
|
|
||
Retail merchandise
|
—
|
|
|
20,678
|
|
||
Railcar repair parts
|
5,521
|
|
|
5,784
|
|
||
|
$
|
648,703
|
|
|
$
|
682,747
|
|
|
December 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Land
|
$
|
22,388
|
|
|
$
|
30,672
|
|
Land improvements and leasehold improvements
|
69,127
|
|
|
79,631
|
|
||
Buildings and storage facilities
|
284,820
|
|
|
322,856
|
|
||
Machinery and equipment
|
373,127
|
|
|
392,418
|
|
||
Construction in progress
|
7,502
|
|
|
12,784
|
|
||
|
756,964
|
|
|
838,361
|
|
||
Less: accumulated depreciation
|
372,287
|
|
|
388,309
|
|
||
|
$
|
384,677
|
|
|
$
|
450,052
|
|
|
December 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Rail Group assets leased to others
|
$
|
531,391
|
|
|
$
|
431,571
|
|
Less: accumulated depreciation
|
107,948
|
|
|
104,376
|
|
||
|
$
|
423,443
|
|
|
$
|
327,195
|
|
(in thousands)
|
|
Grain
|
|
Plant Nutrient
|
|
Rail
|
|
Total
|
||||||||
Balance at January 1, 2015
|
|
$
|
46,422
|
|
|
$
|
21,776
|
|
|
$
|
4,167
|
|
|
$
|
72,365
|
|
Acquisitions
|
|
—
|
|
|
47,735
|
|
|
—
|
|
|
47,735
|
|
||||
Impairments
|
|
(46,422
|
)
|
|
(9,744
|
)
|
|
—
|
|
|
(56,166
|
)
|
||||
Balance at December 31, 2015
|
|
—
|
|
|
59,767
|
|
|
4,167
|
|
|
63,934
|
|
||||
Acquisitions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at December 31, 2016
|
|
—
|
|
|
59,767
|
|
|
4,167
|
|
|
63,934
|
|
||||
Acquisitions
|
|
1,171
|
|
|
—
|
|
|
—
|
|
|
1,171
|
|
||||
Impairments
|
|
—
|
|
|
(59,081
|
)
|
|
—
|
|
|
(59,081
|
)
|
||||
Balance at December 31, 2017
|
|
$
|
1,171
|
|
|
$
|
686
|
|
|
$
|
4,167
|
|
|
$
|
6,024
|
|
(in thousands)
|
Original Cost
|
|
Accumulated Amortization
|
|
Net Book Value
|
||||||
December 31, 2017
|
|
|
|
|
|
||||||
Intangible asset class
|
|
|
|
|
|
||||||
Customer list
|
$
|
41,151
|
|
|
$
|
18,437
|
|
|
$
|
22,714
|
|
Non-compete agreement
|
4,665
|
|
|
3,563
|
|
|
1,102
|
|
|||
Supply agreement
|
9,806
|
|
|
5,699
|
|
|
4,107
|
|
|||
Technology
|
15,500
|
|
|
5,616
|
|
|
9,884
|
|
|||
Trademarks and patents
|
18,185
|
|
|
5,882
|
|
|
12,303
|
|
|||
Lease intangible
|
12,420
|
|
|
5,707
|
|
|
6,713
|
|
|||
Software
|
84,339
|
|
|
28,372
|
|
|
55,967
|
|
|||
Other
|
2,023
|
|
|
1,920
|
|
|
103
|
|
|||
|
$
|
188,089
|
|
|
$
|
75,196
|
|
|
$
|
112,893
|
|
December 31, 2016
|
|
|
|
|
|
||||||
Intangible asset class
|
|
|
|
|
|
||||||
Customer list
|
$
|
41,477
|
|
|
$
|
14,958
|
|
|
$
|
26,519
|
|
Non-compete agreement
|
4,594
|
|
|
3,064
|
|
|
1,530
|
|
|||
Supply agreement
|
9,806
|
|
|
4,827
|
|
|
4,979
|
|
|||
Technology
|
15,500
|
|
|
4,243
|
|
|
11,257
|
|
|||
Trademarks and patents
|
18,717
|
|
|
4,335
|
|
|
14,382
|
|
|||
Lease intangible
|
5,514
|
|
|
4,969
|
|
|
545
|
|
|||
Software
|
71,362
|
|
|
24,592
|
|
|
46,770
|
|
|||
Other
|
1,953
|
|
|
1,835
|
|
|
118
|
|
|||
|
$
|
168,923
|
|
|
$
|
62,823
|
|
|
$
|
106,100
|
|
|
December 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Short-term debt - non-recourse
|
$
|
—
|
|
|
$
|
—
|
|
Short-term debt - recourse
|
22,000
|
|
|
29,000
|
|
||
Total short-term debt
|
$
|
22,000
|
|
|
$
|
29,000
|
|
Current maturities of long-term debt – non-recourse
|
$
|
—
|
|
|
$
|
—
|
|
Current maturities of long-term debt – recourse
|
54,205
|
|
|
47,545
|
|
||
Total current maturities of long-term debt
|
$
|
54,205
|
|
|
$
|
47,545
|
|
Long-term debt, less current maturities – non-recourse
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt, less current maturities – recourse
|
418,339
|
|
|
397,065
|
|
||
Total long-term debt, less current maturities
|
$
|
418,339
|
|
|
$
|
397,065
|
|
(in thousands, except percentages)
|
2017
|
|
2016
|
|
2015
|
||||||
Maximum amount borrowed
|
$
|
367,000
|
|
|
$
|
412,000
|
|
|
$
|
308,500
|
|
Weighted average interest rate
|
2.56
|
%
|
|
1.94
|
%
|
|
1.64
|
%
|
|
December 31,
|
||||||
(in thousands, except percentages)
|
2017
|
|
2016
|
||||
Note payable, 4.07%, payable at maturity, due 2021
|
$
|
26,000
|
|
|
$
|
26,000
|
|
Notes payable, 3.72%, paid 2017
|
—
|
|
|
25,000
|
|
||
Note payable, 4.55%, payable at maturity, due 2023
|
24,000
|
|
|
24,000
|
|
||
Note payable, 4.85%, payable at maturity, due 2026
|
25,000
|
|
|
25,000
|
|
||
Note payable, 6.78%, payable at maturity, due 2018
|
41,500
|
|
|
41,500
|
|
||
Note payable, 4.92%, payable in increasing amounts ($2.2 million for 2017), plus interest, due 2021 (a)
|
18,241
|
|
|
20,443
|
|
||
Note payable, 4.76%, payable in increasing amounts ($2.1 million for 2017) plus interest, due 2028 (a)
|
45,936
|
|
|
47,990
|
|
||
Note payable, variable rate (3.86% at December 31, 2017), payable in increasing amounts ($1.4 million for 2017) plus interest, due 2023 (a)
|
17,786
|
|
|
19,179
|
|
||
Note payable, 3.29%, payable in increasing amounts ($1.3 million for 2017) plus interest, due 2022 (a)
|
20,293
|
|
|
21,619
|
|
||
Note payable, 4.23%, payable quarterly in varying amounts ($0.7 million for 2017) plus interest, due 2021 (a)
|
10,479
|
|
|
11,136
|
|
||
Notes payable, variable rate, paid 2017
|
—
|
|
|
8,790
|
|
||
Note payable, variable rate (3.23% at December 31, 2017), payable in varying amounts ($0.3 million for 2017), plus interest, due 2026 (a)
|
8,762
|
|
|
9,016
|
|
||
Note payable, 4.76%, payable quarterly in varying amounts ($0.4 million for 2017) plus interest, due 2028 (a)
|
8,581
|
|
|
8,956
|
|
||
Note payable, 3.03%, payable at maturity, due 2022
|
100,000
|
|
|
30,000
|
|
||
Note payable, 3.33%, payable in increasing amounts ($1.0 million for 2017) plus interest, due 2025 (a)
|
25,960
|
|
|
27,000
|
|
||
Note payable, 4.5%, payable at maturity, due 2030
|
16,000
|
|
|
16,000
|
|
||
Note payable, 5.0%, payable at maturity, due 2040
|
14,000
|
|
|
14,000
|
|
||
Industrial development revenue bonds:
|
|
|
|
||||
Note payable, variable rate, paid 2017
|
—
|
|
|
6,513
|
|
||
Variable rate (2.97% at December 31, 2017), payable at maturity, due 2024 (a)
|
14,500
|
|
|
—
|
|
||
Variable rate (3.33% at December 31, 2017), payable at maturity, due 2019 (a)
|
4,650
|
|
|
4,650
|
|
||
Variable rate (3.33% at December 31, 2017), payable at maturity, due 2025 (a)
|
3,100
|
|
|
3,100
|
|
||
Variable rate (3.25% at December 31, 2017), payable at maturity, due 2036
|
21,000
|
|
|
21,000
|
|
||
Debenture bonds, 2.65% to 5.00%, due 2018 through 2032
|
30,432
|
|
|
36,931
|
|
||
|
$
|
476,220
|
|
|
$
|
447,823
|
|
Less: current maturities
|
54,205
|
|
|
47,545
|
|
||
Less: unamortized prepaid debt issuance costs
|
3,676
|
|
|
3,213
|
|
||
|
$
|
418,339
|
|
|
$
|
397,065
|
|
•
|
tangible net worth of not less than
$255 million
;
|
•
|
current ratio net of hedged inventory of not less than
1.25
to
1.00
;
|
•
|
long-term debt to capitalization of not more than
70%
;
|
•
|
working capital of not less than
$150
million; and
|
•
|
interest coverage ratio of not less than
2.65
to
1.00
.
|
•
|
working capital not less than
$14 million
; and
|
•
|
debt service coverage ratio of not less than
1.25
to
1.00
.
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
(in thousands)
|
Net Derivative Asset Position
|
|
Net Derivative Liability Position
|
|
Net Derivative Asset Position
|
|
Net Derivative Liability Position
|
||||||||
Collateral paid
|
$
|
1,351
|
|
|
$
|
—
|
|
|
$
|
28,273
|
|
|
$
|
—
|
|
Fair value of derivatives
|
17,252
|
|
|
—
|
|
|
1,599
|
|
|
—
|
|
||||
Balance at end of period
|
$
|
18,603
|
|
|
$
|
—
|
|
|
$
|
29,872
|
|
|
$
|
—
|
|
|
December 31, 2017
|
||||||||||||||||||
(in thousands)
|
Commodity Derivative Assets - Current
|
|
Commodity Derivative Assets - Noncurrent
|
|
Commodity Derivative Liabilities - Current
|
|
Commodity Derivative Liabilities - Noncurrent
|
|
Total
|
||||||||||
Commodity derivative assets
|
$
|
36,929
|
|
|
$
|
311
|
|
|
$
|
489
|
|
|
$
|
1
|
|
|
$
|
37,730
|
|
Commodity derivative liabilities
|
(7,578
|
)
|
|
(1
|
)
|
|
(30,140
|
)
|
|
(826
|
)
|
|
(38,545
|
)
|
|||||
Cash collateral
|
1,351
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,351
|
|
|||||
Balance sheet line item totals
|
$
|
30,702
|
|
|
$
|
310
|
|
|
$
|
(29,651
|
)
|
|
$
|
(825
|
)
|
|
$
|
536
|
|
|
December 31, 2016
|
||||||||||||||||||
(in thousands)
|
Commodity Derivative Assets - Current
|
|
Commodity Derivative Assets - Noncurrent
|
|
Commodity Derivative Liabilities - Current
|
|
Commodity Derivative Liabilities - Noncurrent
|
|
Total
|
||||||||||
Commodity derivative assets
|
$
|
36,146
|
|
|
$
|
140
|
|
|
$
|
1,447
|
|
|
$
|
6
|
|
|
$
|
37,739
|
|
Commodity derivative liabilities
|
(18,972
|
)
|
|
(40
|
)
|
|
(24,614
|
)
|
|
(345
|
)
|
|
(43,971
|
)
|
|||||
Cash collateral
|
28,273
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,273
|
|
|||||
Balance sheet line item totals
|
$
|
45,447
|
|
|
$
|
100
|
|
|
$
|
(23,167
|
)
|
|
$
|
(339
|
)
|
|
$
|
22,041
|
|
|
Year Ended
December 31, |
||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||
Gains (Losses) on commodity derivatives included in cost of sales and merchandising revenues
|
$
|
5,417
|
|
|
(15,012
|
)
|
|
62,541
|
|
|
December 31, 2017
|
||||||||||
Commodity (in thousands)
|
Number of Bushels
|
|
Number of Gallons
|
|
Number of Pounds
|
|
Number of Tons
|
||||
Non-exchange traded:
|
|
|
|
|
|
|
|
||||
Corn
|
218,391
|
|
|
|
|
|
|
|
|
—
|
|
Soybeans
|
18,127
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wheat
|
14,577
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Oats
|
25,953
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ethanol
|
—
|
|
|
197,607
|
|
|
—
|
|
|
—
|
|
Corn oil
|
—
|
|
|
—
|
|
|
6,074
|
|
|
—
|
|
Other
|
47
|
|
|
—
|
|
|
—
|
|
|
97
|
|
Subtotal
|
277,095
|
|
|
197,607
|
|
|
6,074
|
|
|
97
|
|
Exchange traded:
|
|
|
|
|
|
|
|
||||
Corn
|
82,835
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Soybeans
|
37,170
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wheat
|
65,640
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Oats
|
1,345
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ethanol
|
—
|
|
|
39,438
|
|
|
—
|
|
|
—
|
|
Other
|
—
|
|
|
840
|
|
|
—
|
|
|
—
|
|
Subtotal
|
186,990
|
|
|
40,278
|
|
|
—
|
|
|
—
|
|
Total
|
464,085
|
|
|
237,885
|
|
|
6,074
|
|
|
97
|
|
|
December 31, 2016
|
||||||||||
Commodity (in thousands)
|
Number of Bushels
|
|
Number of Gallons
|
|
Number of Pounds
|
|
Number of Tons
|
||||
Non-exchange traded:
|
|
|
|
|
|
|
|
||||
Corn
|
175,549
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Soybeans
|
20,592
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wheat
|
7,177
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Oats
|
36,025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ethanol
|
—
|
|
|
215,081
|
|
|
—
|
|
|
—
|
|
Corn oil
|
—
|
|
|
—
|
|
|
9,358
|
|
|
—
|
|
Other
|
108
|
|
|
1,144
|
|
|
—
|
|
|
110
|
|
Subtotal
|
239,451
|
|
|
216,225
|
|
|
9,358
|
|
|
110
|
|
Exchange traded:
|
|
|
|
|
|
|
|
||||
Corn
|
63,225
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Soybeans
|
39,005
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wheat
|
45,360
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Oats
|
4,120
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ethanol
|
—
|
|
|
78,120
|
|
|
—
|
|
|
—
|
|
Subtotal
|
151,710
|
|
|
78,120
|
|
|
—
|
|
|
—
|
|
Total
|
391,161
|
|
|
294,345
|
|
|
9,358
|
|
|
110
|
|
Interest Rate Hedging Instrument
|
|
Year Entered
|
|
Year of Maturity
|
|
Initial Notional Amount
(in millions)
|
|
Hedged Item
|
|
Interest Rate
|
||
Long-term
|
|
|
|
|
|
|
|
|
|
|
||
Swap
|
|
2012
|
|
2023
|
|
$
|
23.0
|
|
|
Interest rate component of debt - not accounted for as a hedge
|
|
1.9%
|
Collar
|
|
2013
|
|
2021
|
|
40.0
|
|
|
Interest rate component of debt - not accounted for as a hedge
|
|
2.9% to 4.8%
|
|
Total
|
|
|
|
|
|
$
|
63.0
|
|
|
|
|
|
|
December 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Interest rate contracts included in Other long term liabilities
|
$
|
(1,244
|
)
|
|
$
|
(2,530
|
)
|
Foreign currency contracts included in Other current assets (Accrued expenses and other current liabilities)
|
$
|
426
|
|
|
$
|
(112
|
)
|
|
Year ended December 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Interest rate derivative gains (losses) included in Interest expense
|
$
|
1,286
|
|
|
$
|
603
|
|
Foreign currency contracts included in Other income
|
$
|
539
|
|
|
$
|
(112
|
)
|
(in thousands)
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
Change in benefit obligation
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Benefit obligation at beginning of year
|
$
|
7,112
|
|
|
$
|
8,677
|
|
|
$
|
29,757
|
|
|
$
|
39,152
|
|
Service cost
|
—
|
|
|
—
|
|
|
391
|
|
|
760
|
|
||||
Interest cost
|
155
|
|
|
194
|
|
|
985
|
|
|
1,549
|
|
||||
Actuarial (gains) losses
|
(245
|
)
|
|
(421
|
)
|
|
(7,903
|
)
|
|
(10,823
|
)
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
463
|
|
|
653
|
|
||||
Retiree drug subsidy received
|
—
|
|
|
—
|
|
|
184
|
|
|
5
|
|
||||
Benefits paid
|
(1,190
|
)
|
|
(1,338
|
)
|
|
(1,275
|
)
|
|
(1,539
|
)
|
||||
Benefit obligation at end of year
|
$
|
5,832
|
|
|
$
|
7,112
|
|
|
$
|
22,602
|
|
|
$
|
29,757
|
|
(in thousands)
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
Change in plan assets
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
—
|
|
|
$
|
285
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual gains on plan assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Company contributions
|
1,190
|
|
|
1,053
|
|
|
812
|
|
|
886
|
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
463
|
|
|
653
|
|
||||
Benefits paid
|
(1,190
|
)
|
|
(1,338
|
)
|
|
(1,275
|
)
|
|
(1,539
|
)
|
||||
Fair value of plan assets at end of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Under funded status of plans at end of year
|
$
|
(5,832
|
)
|
|
$
|
(7,112
|
)
|
|
$
|
(22,602
|
)
|
|
$
|
(29,757
|
)
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Accrued expenses
|
$
|
(1,232
|
)
|
|
$
|
(1,295
|
)
|
|
$
|
(1,098
|
)
|
|
$
|
(1,148
|
)
|
Employee benefit plan obligations
|
(4,600
|
)
|
|
(5,817
|
)
|
|
(21,504
|
)
|
|
(28,609
|
)
|
||||
Net amount recognized
|
$
|
(5,832
|
)
|
|
$
|
(7,112
|
)
|
|
$
|
(22,602
|
)
|
|
$
|
(29,757
|
)
|
|
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
|
$
|
4,244
|
|
|
$
|
—
|
|
|
$
|
397
|
|
|
$
|
—
|
|
Amounts arising during the period
|
(245
|
)
|
|
—
|
|
|
(7,903
|
)
|
|
—
|
|
||||
Amounts recognized as a component of net periodic benefit cost
|
(252
|
)
|
|
—
|
|
|
—
|
|
|
455
|
|
||||
Balance at end of year
|
$
|
3,747
|
|
|
$
|
—
|
|
|
$
|
(7,506
|
)
|
|
$
|
455
|
|
(in thousands)
|
Pension
|
|
Postretirement
|
|
Total
|
||||||
Prior service cost
|
$
|
—
|
|
|
$
|
(455
|
)
|
|
$
|
(455
|
)
|
Net actuarial loss
|
252
|
|
|
—
|
|
|
252
|
|
|
December 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Projected benefit obligation
|
$
|
5,832
|
|
|
$
|
7,112
|
|
Accumulated benefit obligation
|
$
|
5,832
|
|
|
$
|
7,112
|
|
Year
|
|
Expected Pension Benefit Payout
|
|
Expected Postretirement Benefit Payout
|
||||
2018
|
|
$
|
1,232
|
|
|
$
|
1,098
|
|
2019
|
|
1,316
|
|
|
1,125
|
|
||
2020
|
|
1,255
|
|
|
1,146
|
|
||
2021
|
|
1,168
|
|
|
1,173
|
|
||
2022
|
|
311
|
|
|
1,204
|
|
||
2023-2027
|
|
957
|
|
|
6,262
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
236
|
|
|
$
|
391
|
|
|
$
|
760
|
|
|
$
|
900
|
|
Interest cost
|
155
|
|
|
194
|
|
|
182
|
|
|
985
|
|
|
1,549
|
|
|
1,584
|
|
||||||
Expected return on plan assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(455
|
)
|
|
(355
|
)
|
|
(543
|
)
|
||||||
Recognized net actuarial loss
|
252
|
|
|
146
|
|
|
1,516
|
|
|
—
|
|
|
768
|
|
|
1,517
|
|
||||||
Benefit cost (income)
|
$
|
407
|
|
|
$
|
340
|
|
|
$
|
1,934
|
|
|
$
|
921
|
|
|
$
|
2,722
|
|
|
$
|
3,458
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||
Used to Determine Benefit Obligations at Measurement Date
|
|
|
|
|
|
|
|
|
|
|
|
||||
Discount rate (a)
|
N/A
|
|
N/A
|
|
N/A
|
|
|
3.4
|
%
|
|
4.0
|
%
|
|
4.2
|
%
|
Used to Determine Net Periodic Benefit Cost for Years ended December 31
|
|
|
|
|
|
|
|
|
|
|
|
||||
Discount rate (b)
|
N/A
|
|
N/A
|
|
0.65
|
%
|
|
3.7
|
%
|
|
4.2
|
%
|
|
3.9
|
%
|
Expected long-term return on plan assets
|
N/A
|
|
N/A
|
|
N/A
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Rate of compensation increases
|
N/A
|
|
N/A
|
|
N/A
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(a)
|
The calculated rate for the unfunded employee retirement plan was
2.50%
,
2.40%
and
2.60%
in 2017, 2016 and 2015, respectively. Since it was terminated in 2015, the defined benefit pension plan did not have a discount rate in 2015, 2016 or 2017.
|
(b)
|
The calculated rate for the unfunded employee retirement plan was
2.40%
,
2.60%
and
2.40%
in 2017, 2016 and 2015, respectively. Since it was terminated in 2015, the defined benefit pension plan did not have a discount rate in 2015, 2016 or 2017.
|
Assumed Health Care Cost Trend Rates at Beginning of Year
|
|
|
|
||
|
2017
|
|
2016
|
||
Health care cost trend rate assumed for next year
|
3.0
|
%
|
|
5.0
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) (a)
|
N/A
|
|
|
5.0
|
%
|
Year that the rate reaches the ultimate trend rate (a)
|
N/A
|
|
|
2017
|
|
(a)
|
In 2017, the Company's remaining uncapped participants were converted to a Medicare Exchange Health Reimbursement Arrangement, which put a
2%
cap on the Company's share of the related costs.
|
|
Year ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Statutory U.S. federal tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase (decrease) in rate resulting from:
|
|
|
|
|
|
|||
Effect of noncontrolling interest
|
0.2
|
|
|
(4.7
|
)
|
|
5.3
|
|
State and local income taxes, net of related federal taxes
|
(4.2
|
)
|
|
5.8
|
|
|
1.4
|
|
Income taxes on foreign earnings
|
(2.2
|
)
|
|
(1.3
|
)
|
|
9.4
|
|
Change in federal and state tax rates
|
374.8
|
|
|
—
|
|
|
—
|
|
Goodwill impairment
|
(93.5
|
)
|
|
—
|
|
|
(35.6
|
)
|
Equity Method Investments
|
(0.4
|
)
|
|
0.3
|
|
|
1.9
|
|
Tax effect of one-time transition tax
|
(7.1
|
)
|
|
—
|
|
|
—
|
|
Release of unrecognized tax benefts
|
3.0
|
|
|
0.1
|
|
|
0.5
|
|
Nondeductible compensation
|
(2.5
|
)
|
|
2.0
|
|
|
(5.0
|
)
|
Tax associated with accrued and unpaid dividends
|
0.1
|
|
|
3.2
|
|
|
(13.6
|
)
|
Federal income tax credits
|
—
|
|
|
(7.3
|
)
|
|
—
|
|
Change in pre-acquisition tax liability and other costs
|
—
|
|
|
—
|
|
|
3.5
|
|
Other, net
|
4.4
|
|
|
(0.8
|
)
|
|
(0.7
|
)
|
Effective tax rate
|
307.6
|
%
|
|
32.3
|
%
|
|
2.1
|
%
|
|
December 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment and Rail Group assets leased to others
|
$
|
(129,876
|
)
|
|
$
|
(179,250
|
)
|
Equity method investments
|
(31,223
|
)
|
|
(45,244
|
)
|
||
Other
|
(8,754
|
)
|
|
(22,286
|
)
|
||
|
(169,853
|
)
|
|
(246,780
|
)
|
||
Deferred tax assets:
|
|
|
|
||||
Employee benefits
|
15,229
|
|
|
25,403
|
|
||
Accounts and notes receivable
|
2,317
|
|
|
2,964
|
|
||
Inventory
|
6,100
|
|
|
9,979
|
|
||
Federal income tax credits
|
10,225
|
|
|
7,150
|
|
||
Net operating loss carryforwards
|
5,753
|
|
|
3,322
|
|
||
Other
|
9,674
|
|
|
16,224
|
|
||
Total deferred tax assets
|
49,298
|
|
|
65,042
|
|
||
Valuation allowance
|
(1,024
|
)
|
|
(310
|
)
|
||
|
48,274
|
|
|
64,732
|
|
||
Net deferred tax liabilities
|
$
|
(121,579
|
)
|
|
$
|
(182,048
|
)
|
•
|
Historical operating results
|
•
|
Expectations of future earnings
|
•
|
Tax planning strategies; and
|
•
|
The extended period of time over which retirement, medical, and pension liabilities will be paid.
|
(in thousands)
|
|
||
Balance at January 1, 2015
|
$
|
1,487
|
|
Additions based on tax positions related to the current year
|
55
|
|
|
Additions based on tax positions related to prior years
|
691
|
|
|
Reductions based on tax positions related to prior years
|
(518
|
)
|
|
Reductions as a result of a lapse in statute of limitations
|
(284
|
)
|
|
Balance at December 31, 2015
|
1,431
|
|
|
|
|
||
Additions based on tax positions related to the current year
|
113
|
|
|
Reductions based on tax positions related to prior years
|
(40
|
)
|
|
Reductions as a result of a lapse in statute of limitations
|
(52
|
)
|
|
Balance at December 31, 2016
|
1,452
|
|
|
|
|
||
Additions based on tax positions related to the current year
|
—
|
|
|
Additions based on tax positions related to prior years
|
—
|
|
|
Reductions based on tax positions related to prior years
|
(92
|
)
|
|
Reductions as a result of a lapse in statute of limitations
|
(573
|
)
|
|
Balance at December 31, 2017
|
$
|
787
|
|
Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)
|
|||||||||||||||||||||
|
|
|
For the Year Ended December 31, 2016
|
||||||||||||||||||
|
(in thousands)
|
|
Losses on Cash Flow Hedges
|
|
Foreign Currency Translation Adjustments
|
|
Investment in Debt Securities
|
|
Defined Benefit Plan Items
|
|
Total
|
||||||||||
Beginning Balance
|
|
$
|
(111
|
)
|
|
$
|
(12,041
|
)
|
|
$
|
126
|
|
|
$
|
(8,913
|
)
|
|
$
|
(20,939
|
)
|
|
|
Other comprehensive income before reclassifications
|
|
111
|
|
|
1,039
|
|
|
—
|
|
|
7,668
|
|
|
$
|
8,818
|
|
||||
|
Amounts reclassified from accumulated other comprehensive loss
|
|
—
|
|
|
—
|
|
|
(126
|
)
|
|
(221
|
)
|
|
$
|
(347
|
)
|
||||
Net current-period other comprehensive income
|
|
111
|
|
|
1,039
|
|
|
(126
|
)
|
|
7,447
|
|
|
8,471
|
|
||||||
Ending balance
|
|
$
|
—
|
|
|
$
|
(11,002
|
)
|
|
$
|
—
|
|
|
$
|
(1,466
|
)
|
|
$
|
(12,468
|
)
|
Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)
|
|||||||||||||||||||||
|
|
|
For the Year Ended December 31, 2015
|
||||||||||||||||||
|
(in thousands)
|
|
Losses on Cash Flow Hedges
|
|
Foreign Currency Translation Adjustments
|
|
Investment in Debt Securities
|
|
Defined Benefit Plan Items
|
|
Total
|
||||||||||
Beginning Balance
|
|
$
|
(364
|
)
|
|
$
|
(4,709
|
)
|
|
$
|
126
|
|
|
$
|
(49,648
|
)
|
|
$
|
(54,595
|
)
|
|
|
Other comprehensive income before reclassifications
|
|
253
|
|
|
(7,332
|
)
|
|
—
|
|
|
(24,746
|
)
|
|
$
|
(31,825
|
)
|
||||
|
Amounts reclassified from accumulated other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,481
|
|
|
$
|
65,481
|
|
||||
Net current-period other comprehensive income
|
|
253
|
|
|
(7,332
|
)
|
|
—
|
|
|
40,735
|
|
|
33,656
|
|
||||||
Ending balance
|
|
$
|
(111
|
)
|
|
$
|
(12,041
|
)
|
|
$
|
126
|
|
|
$
|
(8,913
|
)
|
|
$
|
(20,939
|
)
|
(in thousands except per common share data)
|
Year ended December 31,
|
||||||||||
2017
|
|
2016
|
|
2015
|
|||||||
Net income (loss) attributable to The Andersons, Inc.
|
$
|
42,511
|
|
|
$
|
11,594
|
|
|
$
|
(13,067
|
)
|
Less: Distributed and undistributed earnings allocated to non-vested restricted stock
|
1
|
|
|
9
|
|
|
29
|
|
|||
Earnings (losses) available to common shareholders
|
$
|
42,510
|
|
|
$
|
11,585
|
|
|
$
|
(13,096
|
)
|
Earnings per share – basic:
|
|
|
|
|
|
||||||
Weighted average shares outstanding – basic
|
28,126
|
|
|
28,193
|
|
|
28,288
|
|
|||
Earnings (losses) per common share – basic
|
$
|
1.51
|
|
|
$
|
0.41
|
|
|
$
|
(0.46
|
)
|
Earnings per share – diluted:
|
|
|
|
|
|
||||||
Weighted average shares outstanding – basic
|
28,126
|
|
|
28,193
|
|
|
28,288
|
|
|||
Effect of dilutive awards
|
170
|
|
|
238
|
|
|
—
|
|
|||
Weighted average shares outstanding – diluted
|
28,296
|
|
|
28,431
|
|
|
28,288
|
|
|||
Earnings (losses) per common share – diluted
|
$
|
1.50
|
|
|
$
|
0.41
|
|
|
$
|
(0.46
|
)
|
•
|
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, 2017
|
||||||||||||||
Assets (liabilities)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Property, plant and equipment (a)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,347
|
|
|
$
|
29,347
|
|
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,347
|
|
|
$
|
29,347
|
|
(a)
|
The Company recognized impairment charges on certain grain assets during 2017 and measured the fair value using Level 3 inputs on a nonrecurring basis. The fair value of the grain assets was determined using prior transactions, prior third-party appraisals and a pending sale of grain assets held by the Company.
|
(in thousands)
|
December 31, 2017
|
||||||||||||||
Assets (liabilities)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Commodity derivatives, net (a)
|
18,603
|
|
|
(18,067
|
)
|
|
—
|
|
|
536
|
|
||||
Provisionally priced contracts (b)
|
(98,190
|
)
|
|
(67,094
|
)
|
|
—
|
|
|
(165,284
|
)
|
||||
Convertible preferred securities (c)
|
—
|
|
|
—
|
|
|
7,388
|
|
|
7,388
|
|
||||
Other assets and liabilities (d)
|
9,705
|
|
|
(1,244
|
)
|
|
—
|
|
|
8,461
|
|
||||
Total
|
$
|
(69,882
|
)
|
|
$
|
(86,405
|
)
|
|
$
|
7,388
|
|
|
$
|
(148,899
|
)
|
(in thousands)
|
December 31, 2016
|
||||||||||||||
Assets (liabilities)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Restricted cash
|
471
|
|
|
—
|
|
|
—
|
|
|
471
|
|
||||
Commodity derivatives, net (a)
|
29,872
|
|
|
(7,831
|
)
|
|
—
|
|
|
22,041
|
|
||||
Provisionally priced contracts (b)
|
(105,321
|
)
|
|
(64,876
|
)
|
|
—
|
|
|
(170,197
|
)
|
||||
Convertible preferred securities (c)
|
—
|
|
|
—
|
|
|
3,294
|
|
|
3,294
|
|
||||
Other assets and liabilities (d)
|
9,391
|
|
|
(2,530
|
)
|
|
—
|
|
|
6,861
|
|
||||
Total
|
$
|
(65,587
|
)
|
|
$
|
(75,237
|
)
|
|
$
|
3,294
|
|
|
$
|
(137,530
|
)
|
(a)
|
Includes associated cash posted/received as collateral
|
(b)
|
Included in "Provisionally priced contracts" are those instruments based only on underlying futures values (Level 1) and delayed price contracts (Level 2)
|
(c)
|
Recorded in “Other noncurrent assets” on the Company’s Consolidated Balance Sheets related to certain available for sale securities.
|
(d)
|
Included in other assets and liabilities are assets held by the Company to fund deferred compensation plans, ethanol risk management contracts, and foreign exchange derivative contracts (Level 1) and interest rate derivatives (Level 2).
|
|
Convertible Preferred Securities
|
|
Contingent Consideration
|
||||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Assets (liabilities) at January 1,
|
$
|
3,294
|
|
|
$
|
13,550
|
|
|
$
|
—
|
|
|
$
|
(350
|
)
|
New investments
|
3,750
|
|
|
2,500
|
|
|
—
|
|
|
—
|
|
||||
Sales proceeds
|
—
|
|
|
(13,485
|
)
|
|
—
|
|
|
—
|
|
||||
Gains (losses) included in earnings
|
—
|
|
|
729
|
|
|
—
|
|
|
350
|
|
||||
Unrealized gains (losses) included in other comprehensive income
|
344
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Assets (liabilities) at December 31,
|
$
|
7,388
|
|
|
$
|
3,294
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(in thousands)
|
Fair Value as of 12/31/16
|
|
Valuation Method
|
|
Unobservable Input
|
|
Weighted Average
|
||
Convertible preferred (a)
|
$
|
3,294
|
|
|
Cost Basis, Plus Interest
|
|
N/A
|
|
N/A
|
(a)
|
Due to early stages of business and timing of investments, cost basis, plus interest was deemed to approximate fair value in prior periods. As the underlying enterprises have evolved additional data is available to consider in order to estimate fair value, including additional capital raising, internal valuation models, progress towards key business milestones and other relevant market data points.
|
(b)
|
The Company recognized impairment charges on certain grain assets during 2017 and measured the fair value using Level 3 inputs on a nonrecurring basis. The fair value of the grain assets was determined using prior transactions, prior third-party appraisals and a pending sale of grain assets held by the Company.
|
(in thousands)
|
Carrying Amount
|
|
Fair Value
|
|
Fair Value Hierarchy Level
|
||||
2017
|
|
|
|
|
|
||||
Fixed rate long-term notes payable
|
$
|
275,989
|
|
|
$
|
275,340
|
|
|
Level 2
|
Debenture bonds
|
30,432
|
|
|
29,452
|
|
|
Level 2
|
||
|
$
|
306,421
|
|
|
$
|
304,792
|
|
|
|
|
|
|
|
|
|
||||
2016
|
|
|
|
|
|
||||
Fixed rate long-term notes payable
|
$
|
308,645
|
|
|
$
|
310,338
|
|
|
Level 2
|
Debenture bonds
|
36,931
|
|
|
37,883
|
|
|
Level 2
|
||
|
$
|
345,576
|
|
|
$
|
348,221
|
|
|
|
|
December 31,
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Sales
|
$
|
6,080,795
|
|
|
$
|
6,579,413
|
|
|
$
|
6,868,257
|
|
Gross profit
|
217,629
|
|
|
188,350
|
|
|
250,847
|
|
|||
Income from continuing operations
|
50,937
|
|
|
12,288
|
|
|
85,220
|
|
|||
Net income
|
42,970
|
|
|
6,445
|
|
|
81,368
|
|
|||
|
|
|
|
|
|
||||||
Current assets
|
1,045,124
|
|
|
898,081
|
|
|
1,236,171
|
|
|||
Non-current assets
|
538,671
|
|
|
565,416
|
|
|
500,637
|
|
|||
Current liabilities
|
802,161
|
|
|
665,387
|
|
|
796,816
|
|
|||
Non-current liabilities
|
309,649
|
|
|
359,816
|
|
|
342,075
|
|
|||
Noncontrolling interests
|
—
|
|
|
3,628
|
|
|
11,716
|
|
|
December 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
The Andersons Albion Ethanol LLC
|
$
|
45,024
|
|
|
$
|
38,972
|
|
The Andersons Clymers Ethanol LLC
|
19,830
|
|
|
19,739
|
|
||
The Andersons Marathon Ethanol LLC
|
12,660
|
|
|
22,069
|
|
||
Lansing Trade Group, LLC
|
93,088
|
|
|
89,050
|
|
||
Thompsons Limited (a)
|
50,198
|
|
|
46,184
|
|
||
Other
|
2,439
|
|
|
917
|
|
||
Total
|
$
|
223,239
|
|
|
$
|
216,931
|
|
(a)
|
Thompsons Limited and related U.S. operating company held by joint ventures
|
|
% ownership at
December 31, 2017 |
|
December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|||||||
The Andersons Albion Ethanol LLC
|
55%
|
|
$
|
6,052
|
|
|
$
|
6,167
|
|
|
$
|
5,636
|
|
The Andersons Clymers Ethanol LLC
|
39%
|
|
4,591
|
|
|
6,486
|
|
|
6,866
|
|
|||
The Andersons Marathon Ethanol LLC
|
33%
|
|
1,571
|
|
|
5,814
|
|
|
4,718
|
|
|||
Lansing Trade Group, LLC
|
33% (a)
|
|
4,038
|
|
|
(9,935
|
)
|
|
11,880
|
|
|||
Thompsons Limited (b)
|
50%
|
|
696
|
|
|
1,189
|
|
|
2,735
|
|
|||
Other
|
5% - 50%
|
|
(225
|
)
|
|
—
|
|
|
89
|
|
|||
Total
|
|
|
$
|
16,723
|
|
|
$
|
9,721
|
|
|
$
|
31,924
|
|
(a)
|
This does not consider restricted management units which, once vested, will reduce the ownership percentage by approximately
0.7%
.
|
(b)
|
Thompsons Limited and related U.S. operating company held by joint ventures
|
|
December 31,
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Sales revenues
|
$
|
893,950
|
|
|
$
|
749,746
|
|
|
$
|
825,220
|
|
Service fee revenues (a)
|
24,357
|
|
|
17,957
|
|
|
20,393
|
|
|||
Purchases of product
|
615,739
|
|
|
463,832
|
|
|
—
|
|
|||
Lease income (b)
|
6,175
|
|
|
5,966
|
|
|
6,664
|
|
|||
Labor and benefits reimbursement (c)
|
13,894
|
|
|
12,809
|
|
|
11,567
|
|
|||
Other expenses (d)
|
—
|
|
|
149
|
|
|
1,059
|
|
(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 expense.
|
|
December 31,
|
||||
(in thousands)
|
2017
|
|
2016
|
||
Accounts receivable (e)
|
30,252
|
|
|
26,254
|
|
Accounts payable (f)
|
27,866
|
|
|
23,961
|
|
(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.
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues from external customers
|
|
|
|
|
|
||||||
Grain
|
$
|
2,106,464
|
|
|
$
|
2,357,171
|
|
|
$
|
2,483,643
|
|
Ethanol
|
708,063
|
|
|
544,556
|
|
|
556,188
|
|
|||
Plant Nutrient
|
651,824
|
|
|
725,176
|
|
|
848,338
|
|
|||
Rail
|
172,123
|
|
|
163,658
|
|
|
170,848
|
|
|||
Retail
|
47,871
|
|
|
134,229
|
|
|
139,478
|
|
|||
Total
|
$
|
3,686,345
|
|
|
$
|
3,924,790
|
|
|
$
|
4,198,495
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Inter-segment sales
|
|
|
|
|
|
||||||
Grain
|
$
|
761
|
|
|
$
|
1,638
|
|
|
$
|
3,573
|
|
Plant Nutrient
|
241
|
|
|
470
|
|
|
682
|
|
|||
Rail
|
1,213
|
|
|
1,399
|
|
|
1,192
|
|
|||
Total
|
$
|
2,215
|
|
|
$
|
3,507
|
|
|
$
|
5,447
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Interest expense (income)
|
|
|
|
|
|
||||||
Grain
|
$
|
8,320
|
|
|
$
|
7,955
|
|
|
$
|
5,778
|
|
Ethanol
|
(67
|
)
|
|
35
|
|
|
70
|
|
|||
Plant Nutrient
|
6,420
|
|
|
6,448
|
|
|
7,243
|
|
|||
Rail
|
7,023
|
|
|
6,461
|
|
|
7,006
|
|
|||
Retail
|
324
|
|
|
496
|
|
|
356
|
|
|||
Other
|
(453
|
)
|
|
(276
|
)
|
|
(381
|
)
|
|||
Total
|
$
|
21,567
|
|
|
$
|
21,119
|
|
|
$
|
20,072
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Equity in earnings of affiliates
|
|
|
|
|
|
||||||
Grain
|
$
|
4,509
|
|
|
$
|
(8,746
|
)
|
|
$
|
14,703
|
|
Ethanol
|
12,214
|
|
|
18,467
|
|
|
17,221
|
|
|||
Total
|
$
|
16,723
|
|
|
$
|
9,721
|
|
|
$
|
31,924
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Income (loss) before income taxes
|
|
|
|
|
|
||||||
Grain
|
$
|
12,844
|
|
|
$
|
(15,651
|
)
|
|
$
|
(9,446
|
)
|
Ethanol
|
18,878
|
|
|
24,723
|
|
|
28,503
|
|
|||
Plant Nutrient
|
(45,121
|
)
|
|
14,176
|
|
|
121
|
|
|||
Rail
|
24,798
|
|
|
32,428
|
|
|
50,681
|
|
|||
Retail
|
(7,309
|
)
|
|
(8,848
|
)
|
|
(455
|
)
|
|||
Other (a)
|
(24,713
|
)
|
|
(28,323
|
)
|
|
(82,713
|
)
|
|||
Non-controlling interests
|
98
|
|
|
2,876
|
|
|
1,745
|
|
|||
Total
|
$
|
(20,525
|
)
|
|
$
|
21,381
|
|
|
$
|
(11,564
|
)
|
(a)
|
Includes pension settlement charges in 2015
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Capital expenditures
|
|
|
|
|
|
||||||
Grain
|
$
|
10,899
|
|
|
$
|
21,428
|
|
|
$
|
26,862
|
|
Ethanol
|
3,690
|
|
|
2,301
|
|
|
7,223
|
|
|||
Plant Nutrient
|
10,735
|
|
|
15,153
|
|
|
14,384
|
|
|||
Rail
|
3,478
|
|
|
4,345
|
|
|
2,990
|
|
|||
Retail
|
—
|
|
|
436
|
|
|
1,005
|
|
|||
Other
|
5,800
|
|
|
34,077
|
|
|
20,005
|
|
|||
Total
|
$
|
34,602
|
|
|
$
|
77,740
|
|
|
$
|
72,469
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Acquisition of businesses, net of cash acquired and other investments
|
|
|
|
|
|
||||||
Grain
|
$
|
5,436
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Plant Nutrient
|
—
|
|
|
—
|
|
|
128,549
|
|
|||
Other
|
3,750
|
|
|
2,500
|
|
|
750
|
|
|||
Total
|
$
|
9,186
|
|
|
$
|
2,500
|
|
|
$
|
129,299
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Depreciation and amortization
|
|
|
|
|
|
||||||
Grain
|
$
|
18,757
|
|
|
$
|
18,232
|
|
|
$
|
19,240
|
|
Ethanol
|
5,970
|
|
|
5,925
|
|
|
5,865
|
|
|||
Plant Nutrient
|
26,628
|
|
|
28,663
|
|
|
25,179
|
|
|||
Rail
|
23,081
|
|
|
20,082
|
|
|
18,450
|
|
|||
Retail
|
70
|
|
|
2,452
|
|
|
2,510
|
|
|||
Other
|
11,906
|
|
|
8,971
|
|
|
7,212
|
|
|||
Total
|
$
|
86,412
|
|
|
$
|
84,325
|
|
|
$
|
78,456
|
|
|
Year ended December 31,
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Rental and service income - operating leases
|
$
|
90,333
|
|
|
$
|
95,254
|
|
|
$
|
97,059
|
|
Rental expense
|
$
|
16,459
|
|
|
$
|
16,723
|
|
|
$
|
15,214
|
|
(in thousands)
|
Future Rental and Service Income - Operating Leases
|
|
Future Minimum
Rental Payments
|
||||
Year ended December 31,
|
|
|
|
||||
2018
|
$
|
67,716
|
|
|
$
|
11,390
|
|
2019
|
47,005
|
|
|
6,952
|
|
||
2020
|
29,875
|
|
|
5,100
|
|
||
2021
|
19,739
|
|
|
4,461
|
|
||
2022
|
11,901
|
|
|
3,073
|
|
||
Future years
|
20,784
|
|
|
9,768
|
|
||
|
$
|
197,020
|
|
|
$
|
40,744
|
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||||||
Interest paid
|
$
|
23,958
|
|
|
$
|
21,407
|
|
|
$
|
19,292
|
|
Income taxes paid, net of refunds
|
2,065
|
|
|
(10,587
|
)
|
|
4,909
|
|
|||
Noncash investing and financing activity
|
|
|
|
|
|
||||||
Capital projects incurred but not yet paid
|
6,840
|
|
|
3,092
|
|
|
7,507
|
|
|||
Purchase of a productive asset through seller-financing
|
—
|
|
|
—
|
|
|
1,010
|
|
|||
Shares issued for acquisition of business
|
—
|
|
|
—
|
|
|
4,303
|
|
|||
Investment merger (decreasing equity method investments and non-controlling interest)
|
8,360
|
|
|
—
|
|
|
—
|
|
|||
Dividends declared not yet paid
|
4,650
|
|
|
4,493
|
|
|
4,338
|
|
|
Shares
(in thousands)
|
|
Weighted- Average Exercise
Price
|
|
Weighted- Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
(000's)
|
|||||
Options outstanding at January 1, 2017
|
325
|
|
|
$
|
35.40
|
|
|
|
|
|
||
Options granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options cancelled / forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options outstanding at December 31, 2017
|
325
|
|
|
$
|
35.40
|
|
|
0.84
|
|
$
|
—
|
|
Vested and expected to vest at December 31, 2017
|
325
|
|
|
$
|
35.40
|
|
|
0.84
|
|
$
|
—
|
|
Options exercisable at December 31, 2017
|
217
|
|
|
$
|
35.40
|
|
|
0.84
|
|
$
|
—
|
|
|
Year ended December 31,
|
||
(in thousands)
|
2017
|
||
Total intrinsic value of Options exercised
|
$
|
—
|
|
Total fair value of shares vested
|
$
|
1,123
|
|
Weighted average fair value of Options granted
|
$
|
—
|
|
|
Shares (in thousands)
|
|
Weighted-Average Grant-Date Fair Value
|
|||
Non-vested restricted shares at January 1, 2017
|
223
|
|
|
$
|
31.93
|
|
Granted
|
134
|
|
|
37.13
|
|
|
Vested
|
(113
|
)
|
|
33.12
|
|
|
Forfeited
|
(15
|
)
|
|
34.49
|
|
|
Non-vested restricted shares at December 31, 2017
|
229
|
|
|
$
|
34.22
|
|
|
Year ended December 31,
|
||||
|
2017
|
|
2016
|
|
2015
|
Total fair value of shares vested (000's)
|
$3,751
|
|
$4,038
|
|
$4,918
|
Weighted average fair value of restricted shares granted
|
$37.13
|
|
$27.20
|
|
$42.32
|
|
Shares (in thousands)
|
|
Weighted-Average Grant-Date Fair Value
|
|||
Non-vested at January 1, 2017
|
304
|
|
|
$
|
40.76
|
|
Granted
|
84
|
|
|
39.20
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
(113
|
)
|
|
49.67
|
|
|
Non-vested at December 31, 2017
|
275
|
|
|
$
|
36.61
|
|
|
Year ended December 31,
|
||||
|
2017
|
|
2016
|
|
2015
|
Weighted average fair value of PSUs granted
|
$39.20
|
|
$27.54
|
|
$44.76
|
|
Shares (in thousands)
|
|
Weighted-Average Grant-Date Fair Value
|
|||
Non-vested at January 1, 2017
|
118
|
|
|
$
|
26.43
|
|
Granted
|
84
|
|
|
42.53
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
(19
|
)
|
|
32.04
|
|
|
Non-vested at December 31, 2017
|
183
|
|
|
$
|
33.26
|
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Weighted average fair value of PSUs granted
|
$
|
42.53
|
|
|
$
|
26.43
|
|
|
$
|
—
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Risk free interest rate
|
1.76
|
%
|
|
0.61
|
%
|
|
0.25
|
%
|
Dividend yield
|
2.06
|
%
|
|
1.96
|
%
|
|
1.05
|
%
|
Volatility factor of the expected market price of the common shares
|
0.28
|
|
|
0.36
|
|
|
0.41
|
|
Expected life for the options (in years)
|
1.00
|
|
|
1.00
|
|
|
1.00
|
|
(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, except for per common share data)
|
Sales and merchandising revenues
|
|
Gross profit
|
|
Net income (loss) attributable to
The Andersons, Inc.
|
|
Earnings (losses) per share-basic
|
|
Earnings per share-diluted
|
||||||||||
Quarter ended 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
March 31
|
$
|
852,016
|
|
|
$
|
76,458
|
|
|
$
|
(3,089
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.11
|
)
|
June 30
|
993,662
|
|
|
87,834
|
|
|
(26,653
|
)
|
|
(0.94
|
)
|
|
(0.94
|
)
|
|||||
September 30
|
836,595
|
|
|
69,671
|
|
|
2,533
|
|
|
0.09
|
|
|
0.09
|
|
|||||
December 31
|
1,004,072
|
|
|
84,836
|
|
|
69,720
|
|
|
2.48
|
|
|
2.47
|
|
|||||
Year ended 2017
|
$
|
3,686,345
|
|
|
$
|
318,799
|
|
|
$
|
42,511
|
|
|
1.51
|
|
|
1.50
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||||
Quarter ended 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
March 31
|
$
|
887,879
|
|
|
$
|
67,755
|
|
|
$
|
(14,696
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
(0.52
|
)
|
June 30
|
1,064,244
|
|
|
97,042
|
|
|
14,423
|
|
|
0.51
|
|
|
0.51
|
|
|||||
September 30
|
859,612
|
|
|
77,015
|
|
|
1,722
|
|
|
0.06
|
|
|
0.06
|
|
|||||
December 31
|
1,113,055
|
|
|
103,694
|
|
|
10,145
|
|
|
0.36
|
|
|
0.36
|
|
|||||
Year ended 2016
|
$
|
3,924,790
|
|
|
$
|
345,506
|
|
|
$
|
11,594
|
|
|
0.41
|
|
|
0.41
|
|
|
|
|
|
|
(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, 2017, 2016 and 2015
|
|
|
|
|
|
||
(3
|
)
|
|
Exhibits:
|
|
|
|
|
|
|
|
|||
|
3.1
|
|
Articles of Incorporation. (Incorporated by reference to Exhibit 3(d) to Registration Statement No. 33-16936).
|
|
|
|
|
|
|
|
|
||
|
3.2
|
|
Code of Regulations of The Andersons, Inc. (Incorporated by reference to Exhibit 3.4 to Registration Statement No. 33-58963).
|
|
|
|
|
|
|
|
|
||
|
3.3
|
|
Amended Article Fourth (a) of the Amended and Restated Articles of Incorporation of the Corporation (Incorporated by reference to DEF 14A filed March 15, 2016).
|
|
|
|
|
|
|
|
|
||
|
3.4
|
|
Amendments to Articles of Incorporation or Bylaws (Incorporated by reference to Form 8-K filed July 19, 2017).
|
|
|
|
|
|
|
|
|
||
|
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).
|
|
|
|
|
|
|
|
|
||
|
4.2
|
|
Specimen Common Share Certificate. (Incorporated by reference to Exhibit 4.1 to Registration Statement No. 33-58963).
|
|
|
|
|
|
|
|
|
||
|
4.3
|
|
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).
|
|
|
|
|
|
|
|
|
||
|
10.10
|
|
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).
|
|
|
|
|
|
|
|
|
||
|
10.11
|
|
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).
|
|
|
|
|
|
|
|
|||
|
10.12
|
|
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).
|
|
|
|
|
|
|
|
|
||
|
10.13
|
|
Second Amended and Restated Marketing Agreement between The Andersons, Inc. and Cargill, Incorporated dated June 1, 2013. (The exhibits to the Marketing Agreement have been omitted. The Company will furnish such exhibits to the SEC upon request.)
|
|
|
|
|
|
|
|
|
||
|
10.14
|
|
First Amendment to Lease and Sublease between Cargill, Incorporated and The Andersons, Inc. dated June 1, 2013. (Incorporated by reference to Form 10-K filed February 28, 2014).
|
|
|
|
|
|
|
|
|
||
|
10.15
|
|
Form of Performance Share Unit Agreement. (Incorporated by reference to Form 10-K filed March 2, 2015).
|
|
|
|
|
|
|
|
|
||
|
10.16
|
|
Form of Restricted Share Award Agreement. (Incorporated by reference to Form 10-K filed March 2, 2015).
|
|
|
|
|
|
|
|
|
|
10.17
|
|
Fifth Amended and Restated Loan Agreement, dated March 4, 2014, between The Andersons, Inc., as borrower, and several banks with U.S. Bank National Association acting as agent and lender. (Incorporated by reference to Form 10-Q filed May 9, 2014).
|
|
|
|
|
|
|
|
|
||
|
10.19
|
|
The Andersons, Inc. 2014 Long-Term Incentive Compensation Plan effective May 2, 2014 * (Incorporated by reference to Appendix C to the Proxy Statement for the May 2, 2014 Annual Meeting).
|
|
|
|
|
|
|
|
|
||
|
10.20
|
|
Form of Performance Share Unit Agreement. (Incorporated by reference to Form 10-Q filed May 8, 2015).
|
|
|
|
|
|
|
|
|
||
|
10.21
|
|
Form of Restricted Share Award Agreement. (Incorporated by reference to Form 10-Q filed May 8, 2015).
|
|
|
|
|
|
|
|
|
||
|
10.22
|
|
Form of Restricted Share Award - Cliff Vesting Agreement. (Incorporated by reference to Form 10-Q filed May 8, 2015).
|
|
|
|
|
|
|
|
|
||
|
10.23
|
|
Employment Agreement between The Andersons, Inc. and Patrick E. Bowe (Incorporated by reference to Form 8-K filed November 5, 2015).
|
|
|
|
|
|
|
|
|
||
|
10.24
|
|
Form of Performance Share Unit Agreement - Total Shareholder Return. (Incorporated by reference to Form 10-Q filed May 10, 2016).
|
|
|
|
|
|
|
|
|
||
|
10.25
|
|
Form of Performance Share Unit Agreement - Earnings Per Share. (Incorporated by reference to Form 10-Q filed May 10, 2016).
|
|
|
|
|
|
|
|
|
||
|
10.26
|
|
Form of Restricted Share Award Agreement. (Incorporated by reference to Form 10-Q filed May 10, 2016).
|
|
|
|
|
|
|
|
|
||
|
10.27
|
|
Form of Restricted Share Award - Non-Employee Directors Agreement. (Incorporated by reference to Form 10-Q filed May 10, 2016).
|
|
|
|
|
|
|
|
|
||
|
10.28
|
|
Sixth Amended and Restated Loan Agreement, dated April 13, 2017, between The Andersons, Inc., as borrower, and several banks with U.S. Bank National Association acting as agent and lender. (Incorporated by reference to Form 8-K filed April 17, 2017).
|
|
|
|
|
|
|
|
|
||
|
10.29
|
|
Form of Performance Share Unit Agreement - Total Shareholder Return. (Incorporated by reference to Form 10-Q filed May 5, 2017).
|
|
|
|
|
|
|
|
|
||
|
10.30
|
|
Form of Performance Share Unit Agreement - Earnings Per Share. (Incorporated by reference to Form 10-Q filed May 5, 2017).
|
|
|
|
|
|
|
|
|
||
|
10.31
|
|
Form of Restricted Share Award Agreement. (Incorporated by reference to Form 10-Q filed May 5, 2017).
|
|
|
|
|
|
|
|
|
||
|
10.32
|
|
Form of Restricted Share Award - Non-Employee Directors Agreement. (Incorporated by reference to Form 10-Q filed May 5, 2017).
|
|
|
|
|
|
|
|
|
||
|
10.33
|
|
Management Performance Program. (filed herewith).
|
|
|
|
|
|
|
|
|
||
|
10.34
|
|
Form of Change in Control and Severance Participation Agreement (filed herewith).
|
|
|
|
|
|
|
|
|
||
|
10.35
|
|
Change in Control and Severance Policy (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 - Deloitte & Touche LLP (filed herewith).
|
|
|
|
|
|
|
|
|
||
|
23.2
|
|
Consent of Independent Registered Public Accounting Firm - KPMG LLP (filed herewith).
|
|
|
|
|
|
|
|
|
||
|
23.3
|
|
Consent of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP - Canada (filed herewith).
|
|
|
|
|
|
|
|
|
||
|
23.4
|
|
Consent of Independent Registered Public Accounting Firm - Crowe Chizek LLP (filed herewith).
|
|
|
|
31.1
|
|
Certification of the 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, 2017, formatted in XBRL: (i) the Consolidated Statements of Operations, (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."
|
|
(in thousands)
|
|
Additions
|
|
|
|||||||||||
Allowance for doubtful accounts receivable - Year ended December 31,
|
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
|
||||||||||
2017
|
$
|
7,706
|
|
$
|
3,000
|
|
$
|
—
|
|
$
|
(1,550
|
)
|
$
|
9,156
|
|
2016
|
6,938
|
|
1,191
|
|
—
|
|
(423
|
)
|
7,706
|
|
|||||
2015
|
4,644
|
|
3,302
|
|
—
|
|
(1,008
|
)
|
6,938
|
|
|
|
|
No.
|
|
Description
|
|
|
|
10.33
|
|
|
|
|
|
10.34
|
|
|
|
|
|
10.35
|
|
|
|
|
|
12
|
|
|
|
|
|
21
|
|
|
|
|
|
23.1
|
|
|
|
|
|
23.2
|
|
|
|
|
|
23.3
|
|
|
|
|
|
23.4
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
101
|
|
Financial Statements from the annual report on Form 10-K of The Andersons, Inc. for the year ended December 31, 2017, formatted in XBRL: (i) the Consolidated Statements of Operations, (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.
|
|
|
THE ANDERSONS, INC.
(Registrant)
|
|
|
|
Date: February 26, 2018
|
|
By /s/ Patrick E. Bowe
|
|
|
Patrick E. Bowe
|
|
|
Chief Executive Officer (Principal Executive Officer)
|
|
|
Signature
|
Title
|
Date
|
|
Signature
|
Title
|
Date
|
/s/ Patrick E. Bowe
|
Chief Executive Officer
|
2/26/2018
|
|
/s/ Ross W. Manire
|
Director
|
2/26/2018
|
Patrick E. Bowe
|
(Principal Executive Officer)
|
|
|
Ross W. Manire
|
|
|
|
|
|
|
|
|
|
/s/ John J. Granato
|
Chief Financial Officer
|
2/26/2018
|
|
/s/ Donald L. Mennel
|
Director
|
2/26/2018
|
John J. Granato
|
(Principal Financial Officer)
|
|
|
Donald L. Mennel
|
|
|
|
|
|
|
|
|
|
/s/ Anne G. Rex
|
Vice President, Corporate Controller
|
2/26/2018
|
|
/s/ Patrick S. Mullin
|
Director
|
2/26/2018
|
Anne G. Rex
|
(Principal Accounting Officer)
|
|
|
Patrick S. Mullin
|
|
|
|
|
|
|
|
|
|
/s/ Michael J. Anderson
|
Chairman
|
2/26/2018
|
|
/s/ John T. Stout, Jr.
|
Director
|
2/26/2018
|
Michael J. Anderson
|
|
|
|
John T. Stout, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Gerard M. Anderson
|
Director
|
2/26/2018
|
|
/s/ Jacqueline F. Woods
|
Director
|
2/26/2018
|
Gerard M. Anderson
|
|
|
|
Jacqueline F. Woods
|
|
|
|
|
|
|
|
|
|
/s/ Catherine M. Kilbane
|
Director
|
2/26/2018
|
|
/s/ Robert J. King, Jr.
|
Director
|
2/26/2018
|
Catherine M. Kilbane
|
|
|
|
Robert J. King, Jr.
|
|
|
|
|
|
|
|
|
|
1.
|
Total target incentive dollars are established based on a multiple (i.e., percentage) of salary range midpoint scaled to job evaluation points (i.e., level of responsibility). The percentage scale is set and adjusted periodically based on competitive data.
|
2.
|
Seventy percent (70%) of total target incentive dollars are allocated to Group and/or Company performance. Target incentive dollars are allocated based on the participant’s assignment: 70% Company for Corporate participants; or 20% Company and 50% Group for business Group participants. Group-based participants reporting to Corporate (e.g., Group-based accounting) have 50% allocated to Company and 20% allocated to the Group.
|
3.
|
The remaining thirty percent (30%) of total target incentive dollars are allocated to a Group level Individual Objective pool.
|
4.
|
All participants have a minimum of 20% of their target incentive dollars allocated to Company performance. If Group performance is below threshold, then the payout based on Company performance cannot exceed 100% of AIP dollars allocated to Company performance.
|
5.
|
Company and Group performance is measured using pre-tax income. Targets are generally aligned with the annual business plan and may vary based on other factors. Thresholds are generally set at 50% of Target.
|
6.
|
At threshold performance 30% of target formula dollars are delivered. For all income from threshold to target a linear (“straight line”) relationship between threshold and target income determines additional compensation.
|
7.
|
For income above target, the rate of payout continues on a straight-line basis so that 200% of the allocated target formula dollars are achieved when income reaches 171% of target income. AIP amounts determined by formula are capped at 200% of an individual’s total formula dollars at target.
|
8.
|
Company and business unit senior management may approve and award participants cash amounts from the group’s Individual Objective pool as appropriate based on individual performance. The group’s Individual Objective pool is funded based on the group’s pre-tax income results. Final payouts are subject to executive officer oversight for their business group or corporate area(s).
|
9.
|
Annually, the CEO, CFO and VP of HR review established Plan standards in light of current plan year expectations to determine any exceptions that may be needed. Plan standards include, but may not be limited to, targets, thresholds, caps, modifiers, triggers, allocations, rate of payout below and above target, and component weightings
|
1.
|
Generally the Plan year is from January 1 to December 31.
|
2.
|
Participants that are promoted or change jobs during the plan year will have their formula programs pro-rated to the nearest month based on the effective date of the change.
|
3.
|
If a participant leaves the Company for any reason, other than death, permanent disability, or retirement, on or prior to December 31 all potential payments for the Plan year shall be forfeited. If a participant terminates employment due to death, permanent disability, or retirement on or prior to December 31; any potential payment shall be pro-rated to the nearest month based on the effective date of the termination. If a participant terminates due to Company initiated involuntary termination for cause after December 31, but prior to the payment date (typically in early March) the entire payment for the prior Plan year shall be forfeited. The Company reserves the right to exercise sole discretion to make payments under the plan to a participant who terminates for any other reason. This discretion is exercised by the CEO, CFO, and VP, Human Resources.
|
4.
|
Payments are determined based on official Company records. Individual payments for non-officers must be approved by the appropriate Group President or Corporate Vice President and the CEO. The Compensation & Leadership Development Committee of the Board of Directors reviews and approves payments to officers and recommends to the Board of Directors payments to the CEO.
|
5.
|
Payments made under the Plan are not part of the terms of employment between the Company and the participants. Payments made under the Plan are not part of agreed compensation to any participants. Participation in one year does not guarantee participation in future years.
|
6.
|
Payments, if any, will be paid as soon as administratively practical after the end of the Plan Year upon completion of the financial statement audit and approval by the Board of Directors. This Plan is not intended to be a nonqualified deferred compensation plan as defined under Section 409A of the Internal Revenue Service Code and the regulations there under. Accordingly, all payments made to Participants under this Plan shall be paid no later than the 15th day of the third month following the end of the first taxable year in which the right to the payment is no longer subject to a substantial risk of forfeiture.
|
7.
|
In accordance with the provisions of Section 304 of the Sarbanes-Oxley Act of 2002, the CEO and CFO are required to reimburse the Company bonuses, or other incentive-based or equity-based compensation, and profits from securities sales following certain financial restatements resulting from misconduct. The Andersons has adopted a policy commencing 2014 requiring the repayment or “clawback” of excess cash or equity based compensation from each executive officer of the Company and also the group controller of the relevant business unit where the payments were based on the achievement of financial results that were subsequently the subject of a financial restatement (regardless of involvement in the cause of the restatement).
|
8.
|
The Company reserves the right to terminate, amend or modify the Plan in any respect as it may deem advisable.
|
•
|
Gains or losses from involuntary conversions of assets (insurance proceeds), sales of assets or abandonment of assets. Sales of equipment in the normal course of business will not be adjusted; however, significant sales of income producing assets that drive large gains may be eliminated.
|
•
|
Asset impairment charges
|
•
|
Impacts from new accounting pronouncements that haven't been considered in the setting of targets and thresholds (first year impact).
|
(in thousands, except for ratio)
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Computation of earnings
|
|
|
|
|
|
|
|
|
|
||||||||||
Pretax income (loss) (a)
|
$
|
(37,248
|
)
|
|
$
|
11,660
|
|
|
$
|
(43,488
|
)
|
|
$
|
87,623
|
|
|
$
|
80,808
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense on indebtedness
|
21,567
|
|
|
21,119
|
|
|
20,072
|
|
|
21,760
|
|
|
20,860
|
|
|||||
Amortization of debt issue costs
|
1,562
|
|
|
1,099
|
|
|
1,065
|
|
|
1,375
|
|
|
1,594
|
|
|||||
Interest portion of rent expense (b)
|
7,494
|
|
|
9,833
|
|
|
9,108
|
|
|
7,702
|
|
|
7,730
|
|
|||||
Distributed income of equity investees
|
6,070
|
|
|
24,451
|
|
|
31,117
|
|
|
125,058
|
|
|
17,780
|
|
|||||
Earnings
|
$
|
(555
|
)
|
|
$
|
68,162
|
|
|
$
|
17,874
|
|
|
$
|
243,518
|
|
|
$
|
128,772
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Computation of fixed charges
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense on indebtedness
|
$
|
21,567
|
|
|
$
|
21,119
|
|
|
$
|
21,119
|
|
|
$
|
21,760
|
|
|
$
|
20,860
|
|
Amortization of debt issue costs
|
1,562
|
|
|
1,099
|
|
|
1,099
|
|
|
1,375
|
|
|
1,594
|
|
|||||
Interest portion of rent expense (b)
|
7,494
|
|
|
9,833
|
|
|
9,108
|
|
|
7,730
|
|
|
7,730
|
|
|||||
Fixed charges
|
$
|
30,623
|
|
|
$
|
32,051
|
|
|
$
|
31,326
|
|
|
$
|
30,865
|
|
|
$
|
30,184
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
(0.02
|
)
|
|
2.13
|
|
|
0.57
|
|
7.89
|
|
4.27
|
Subsidiary
|
Place of Organization
|
The Andersons, Ltd.
|
Canada
|
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 Executive Services LLC
|
Ohio
|
The Andersons Farm Development Co., LLC
|
Ohio
|
Andersons Lux Holdco S.A.R.L.
|
Luxembourg
|
The Andersons Rail Management Company LLC
|
Ohio
|
The Andersons Rail Operating I, LLC
|
Delaware
|
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.
|
Mexico
|
Kay Flo Industries, Inc.
|
Iowa
|
Liqui Fert Corporation
|
Puerto Rico
|
Maumee Ventures LLC
|
Ohio
|
Metamora Commodity Company Incorporated
|
Ohio
|
Mineral Processing Company
|
Ohio
|
NARCAT LLC
|
Delaware
|
NARCAT Mexico S. De R.L. de C.V.
|
Mexico
|
New Eezy-Gro Inc.
|
Ohio
|
NuRail USA LLC
|
Ohio
|
NuRail Canada ULC
|
Nova Scotia
|
Nutra-Flo Company
|
Iowa
|
TAI Holdings, Inc.
|
Michigan
|
TOP CAT Holding Co.
|
Delaware
|
1
|
I have reviewed this report on Form 10-K 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-K 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 J. Granato
|
|
John J. 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 J. Granato
|
|
John J. Granato
|
|
Chief Financial Officer
|
|
|