SEC Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2016
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¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 000-20557
THE ANDERSONS, INC.
(Exact name of the registrant as specified in its charter)
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OHIO | | 34-1562374 |
(State of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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480 W. Dussel Drive, Maumee, Ohio | | 43537 |
(Address of principal executive offices) | | (Zip Code) |
(419) 893-5050
(Telephone Number)
(Former name, former address and former fiscal year, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ý | Accelerated Filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý
The registrant had approximately 28.2 million common shares outstanding, no par value, at May 10, 2016.
THE ANDERSONS, INC.
INDEX
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| Page No. |
PART I. FINANCIAL INFORMATION | |
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PART II. OTHER INFORMATION | |
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Part I. Financial Information
Item 1. Financial Statements
The Andersons, Inc. Condensed Consolidated Balance Sheets (Unaudited)(In thousands) |
| | | | | | | | | | | |
| March 31, 2016 | | December 31, 2015 | | March 31, 2015 |
Assets | | | | | |
Current assets: | | | | | |
Cash and cash equivalents | $ | 46,301 |
| | $ | 63,750 |
| | $ | 54,461 |
|
Restricted cash | 718 |
| | 451 |
| | 685 |
|
Accounts receivable, net | 207,740 |
| | 170,912 |
| | 209,928 |
|
Inventories (Note 2) | 703,452 |
| | 747,399 |
| | 743,957 |
|
Commodity derivative assets – current (Note 5) | 61,316 |
| | 49,826 |
| | 86,824 |
|
Deferred income taxes | — |
| | 6,772 |
| | 12,878 |
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Other current assets | 76,575 |
| | 90,412 |
| | 65,017 |
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Total current assets | 1,096,102 |
| | 1,129,522 |
| | 1,173,750 |
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Other assets: | | | | | |
Commodity derivative assets – noncurrent (Note 5) | 371 |
| | 412 |
| | 243 |
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Goodwill | 63,934 |
| | 63,934 |
| | 72,365 |
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Other intangible assets, net | 117,023 |
| | 120,240 |
| | 76,557 |
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Other assets, net | 5,803 |
| | 9,515 |
| | 31,301 |
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Equity method investments | 236,083 |
| | 242,107 |
| | 222,082 |
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| 423,214 |
| | 436,208 |
| | 402,548 |
|
Rail Group assets leased to others, net (Note 3) | 337,661 |
| | 338,111 |
| | 313,095 |
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Property, plant and equipment, net (Note 3) | 462,661 |
| | 455,260 |
| | 398,234 |
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Total assets | $ | 2,319,638 |
| | $ | 2,359,101 |
| | $ | 2,287,627 |
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The Andersons, Inc. Condensed Consolidated Balance Sheets (continued) (Unaudited)(In thousands) |
| | | | | | | | | | | |
| March 31, 2016 | | December 31, 2015 | | March 31, 2015 |
Liabilities and equity | | | | | |
Current liabilities: | | | | | |
Short-term debt (Note 4) | $ | 274,002 |
| | $ | 16,990 |
| | $ | 311,660 |
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Trade and other payables | 367,338 |
| | 668,788 |
| | 370,377 |
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Customer prepayments and deferred revenue | 100,384 |
| | 66,762 |
| | 130,254 |
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Commodity derivative liabilities – current (Note 5) | 33,394 |
| | 37,387 |
| | 55,401 |
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Accrued expenses and other current liabilities | 65,129 |
| | 70,324 |
| | 64,065 |
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Current maturities of long-term debt (Note 4) | 54,044 |
| | 27,786 |
| | 19,037 |
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Total current liabilities | 894,291 |
| | 888,037 |
| | 950,794 |
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Other long-term liabilities | 27,463 |
| | 18,176 |
| | 14,871 |
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Commodity derivative liabilities – noncurrent (Note 5) | 874 |
| | 1,063 |
| | 2,084 |
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Employee benefit plan obligations | 46,151 |
| | 45,805 |
| | 59,557 |
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Long-term debt, less current maturities (Note 4) | 402,360 |
| | 436,208 |
| | 323,258 |
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Deferred income taxes | 179,780 |
| | 186,073 |
| | 139,145 |
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Total liabilities | 1,550,919 |
| | 1,575,362 |
| | 1,489,709 |
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Commitments and contingencies (Note 13) |
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Shareholders’ equity: | | | | | |
Common shares, without par value (63,000 shares authorized; 29,430, 29,353 and 29,430 shares issued at 3/31/16, 12/31/15 and 3/31/15, respectively) | 96 |
| | 96 |
| | 96 |
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Preferred shares, without par value (1,000 shares authorized; none issued) | — |
| | — |
| | — |
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Additional paid-in-capital | 217,050 |
| | 222,848 |
| | 223,179 |
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Treasury shares, at cost (1,185, 1,397 and 859 shares at 3/31/16, 12/31/15 and 3/31/15, respectively) | (44,774 | ) | | (52,902 | ) | | (32,551 | ) |
Accumulated other comprehensive loss | (18,327 | ) | | (20,939 | ) | | (58,130 | ) |
Retained earnings | 596,115 |
| | 615,151 |
| | 644,530 |
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Total shareholders’ equity of The Andersons, Inc. | 750,160 |
| | 764,254 |
| | 777,124 |
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Noncontrolling interests | 18,559 |
| | 19,485 |
| | 20,794 |
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Total equity | 768,719 |
| | 783,739 |
| | 797,918 |
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Total liabilities and equity | $ | 2,319,638 |
| | $ | 2,359,101 |
| | $ | 2,287,627 |
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See Notes to Condensed Consolidated Financial Statements
The Andersons, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)(In thousands, except per share data)
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| | | | | | | |
| Three months ended March 31, |
| 2016 | | 2015 |
Sales and merchandising revenues | $ | 887,879 |
| | $ | 918,225 |
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Cost of sales and merchandising revenues | 820,124 |
| | 834,912 |
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Gross profit | 67,755 |
| | 83,313 |
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Operating, administrative and general expenses | 79,881 |
| | 78,604 |
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Interest expense | 7,051 |
| | 6,039 |
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Other income (loss): | | | |
Equity in earnings (loss) of affiliates, net | (6,977 | ) | | 3,261 |
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Other income (loss), net | 3,246 |
| | 3,107 |
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Income (loss) before income taxes | (22,908 | ) | | 5,038 |
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Income tax provision (benefit) | (7,286 | ) | | 1,093 |
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Net income (loss) | (15,622 | ) | | 3,945 |
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Net income (loss) attributable to the noncontrolling interests | (926 | ) | | (152 | ) |
Net income (loss) attributable to The Andersons, Inc. | $ | (14,696 | ) | | $ | 4,097 |
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Per common share: | | | |
Basic earnings (loss) attributable to The Andersons, Inc. common shareholders | $ | (0.52 | ) | | $ | 0.14 |
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Diluted earnings (loss) attributable to The Andersons, Inc. common shareholders | $ | (0.52 | ) | | $ | 0.14 |
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Dividends declared | $ | 0.155 |
| | $ | 0.14 |
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See Notes to Condensed Consolidated Financial Statements
The Andersons, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)(In thousands)
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| | | | | | | |
| Three months ended March 31, |
| 2016 | | 2015 |
Net income (loss) | $ | (15,622 | ) | | $ | 3,945 |
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Other comprehensive income (loss), net of tax: | | | |
Recognition of gain on sale of debt securities (net of income tax of $74 and $0) | (126 | ) | | — |
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Change in unrecognized actuarial loss and prior service cost (net of income tax of $(10) and $(236) - Note 8) | 173 |
| | 390 |
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Foreign currency translation adjustments (net of income tax of $0 and $(613)) | 2,505 |
| | (3,983 | ) |
Cash flow hedge activity (net of income tax of $(35) and $(35)) | 60 |
| | 58 |
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Other comprehensive income (loss) | 2,612 |
| | (3,535 | ) |
Comprehensive income (loss) | (13,010 | ) | | 410 |
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Comprehensive income (loss) attributable to the noncontrolling interests | (926 | ) | | (152 | ) |
Comprehensive income (loss) attributable to The Andersons, Inc. | $ | (12,084 | ) | | $ | 562 |
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See Notes to Condensed Consolidated Financial Statements
The Andersons, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)(In thousands)
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| Three months ended March 31, |
| 2016 | | 2015 |
Operating Activities | | | |
Net income (loss) | $ | (15,622 | ) | | $ | 3,945 |
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Adjustments to reconcile net income to cash used in operating activities: | | | |
Depreciation and amortization | 20,902 |
| | 17,523 |
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Bad debt expense | 424 |
| | 188 |
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Equity in earnings of affiliates, net of dividends | 7,033 |
| | 1,404 |
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Gain on sale of investments | (685 | ) | | — |
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Gains on sales of Rail Group assets and related leases | (2,443 | ) | | (4,522 | ) |
Excess tax benefit from share-based payment arrangement | — |
| | (224 | ) |
Deferred income taxes | (988 | ) | | (3,446 | ) |
Stock-based compensation expense | 1,473 |
| | 736 |
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Other | (20 | ) | | 890 |
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Changes in operating assets and liabilities: | | | |
Accounts receivable | (37,474 | ) | | (28,366 | ) |
Inventories | 43,947 |
| | 51,698 |
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Commodity derivatives | (15,630 | ) | | (3,696 | ) |
Other assets | 1,526 |
| | (4,042 | ) |
Trade and other payables | (270,296 | ) | | (318,747 | ) |
Net cash provided by (used in) operating activities | (267,853 | ) | | (286,659 | ) |
Investing Activities | | | |
Purchases of Rail Group assets | (7,340 | ) | | (23,455 | ) |
Proceeds from sale of Rail Group assets | 4,967 |
| | 12,851 |
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Purchases of property, plant and equipment | (12,305 | ) | | (6,742 | ) |
Proceeds from sale of property, plant and equipment | 206 |
| | 80 |
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Proceeds from sale of investments | 15,013 |
| | — |
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Investments in affiliates | (22 | ) | | — |
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Change in restricted cash | (269 | ) | | (256 | ) |
Net cash provided by (used in) investing activities | 250 |
| | (17,522 | ) |
Financing Activities | | | |
Net change in short-term borrowings | 258,000 |
| | 308,500 |
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Proceeds from issuance of long-term debt | 76,908 |
| | 30,799 |
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Payments of long-term debt | (80,399 | ) | | (63,466 | ) |
Purchase of treasury stock | — |
| | (27,783 | ) |
Proceeds from sale of treasury shares to employees and directors | 1,275 |
| | 403 |
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Payments of debt issuance costs | (299 | ) | | (107 | ) |
Dividends paid | (4,338 | ) | | (4,059 | ) |
Excess tax benefit from share-based payment arrangement | — |
| | 224 |
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Other | (993 | ) | | (573 | ) |
Net cash provided by (used in) financing activities | 250,154 |
| | 243,938 |
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Decrease in cash and cash equivalents | (17,449 | ) | | (60,243 | ) |
Cash and cash equivalents at beginning of period | 63,750 |
| | 114,704 |
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Cash and cash equivalents at end of period | $ | 46,301 |
| | $ | 54,461 |
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See Notes to Condensed Consolidated Financial Statements
The Andersons, Inc.
Condensed Consolidated Statements of Equity
(Unaudited)(In thousands, except per share data)
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| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Shares | | Additional Paid-in Capital | | Treasury Shares | | Accumulated Other Comprehensive Loss | | Retained Earnings | | Noncontrolling Interests | | Total |
Balance at December 31, 2014 | $ | 96 |
| | $ | 222,789 |
| | $ | (9,743 | ) | | $ | (54,595 | ) | | $ | 644,556 |
| | $ | 20,946 |
| | $ | 824,049 |
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Net income | | | | | | | | | 4,097 |
| | (152 | ) | | 3,945 |
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Other comprehensive loss | | | | | | | (3,535 | ) | | | | | | (3,535 | ) |
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $216 (162 shares) | | | (4,051 | ) | | 4,975 |
| | | | | | | | 924 |
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Purchase of Treasury Shares (631 shares) | | |
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| | (27,783 | ) | | | | | | | | (27,783 | ) |
Dividends declared ($0.14 per common share) | | | | | | | | | (3,985 | ) | | | | (3,985 | ) |
Shares Issued for acquisitions (77 shares) | | | 4,303 |
| | | | | | | | | | 4,303 |
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Performance share unit dividend equivalents | | | 138 |
| | | | | | (138 | ) | | | | — |
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Balance at March 31, 2015 | $ | 96 |
| | $ | 223,179 |
| | $ | (32,551 | ) | | $ | (58,130 | ) | | $ | 644,530 |
| | $ | 20,794 |
| | $ | 797,918 |
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| | | | | | | | | | | | | |
Balance at December 31, 2015 | $ | 96 |
| | $ | 222,848 |
| | $ | (52,902 | ) | | $ | (20,939 | ) | | $ | 615,151 |
| | $ | 19,485 |
| | $ | 783,739 |
|
Net loss | | | | | | | | | (14,696 | ) | | (926 | ) | | (15,622 | ) |
Other comprehensive income | | | | | | | 2,612 |
| | | | | | 2,612 |
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Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $417 (212 shares) | | | (5,798 | ) | | 8,128 |
| | | | | | | | 2,330 |
|
Dividends declared ($0.155 per common share) | | | | | | | | | (4,340 | ) | | | | (4,340 | ) |
Balance at March 31, 2016 | $ | 96 |
| | $ | 217,050 |
| | $ | (44,774 | ) | | $ | (18,327 | ) | | $ | 596,115 |
| | $ | 18,559 |
| | $ | 768,719 |
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See Notes to Condensed Consolidated Financial Statements
The Andersons, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. Basis of Presentation and Consolidation
These Condensed Consolidated Financial Statements include the accounts of The Andersons, Inc. and its wholly owned and controlled subsidiaries (the “Company”). All intercompany accounts and transactions are eliminated in consolidation.
Investments in unconsolidated entities in which the Company has significant influence, but not control, are accounted for using the equity method of accounting.
In the opinion of management, all adjustments consisting of normal and recurring items, considered necessary for the fair presentation of the results of operations, financial position, and cash flows for the periods indicated, have been made. The results in these Condensed Consolidated Financial Statements are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2016.
The Condensed Consolidated Balance Sheet data at December 31, 2015 was derived from the audited Consolidated Financial Statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. An unaudited Condensed Consolidated Balance Sheet as of March 31, 2015 has been included as the Company operates in several seasonal industries.
The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in The Andersons, Inc. Annual Report on Form 10-K for the year ended December 31, 2015 (the “2015 Form 10-K”).
New Accounting Standards
In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-10, Identifying Performance Obligations and Licensing. This standard is intended to clarify guidance under ASC 606 related to the definition of performance obligations and materiality considerations as well as revenue recognition questions around the licensing of intellectual property. The standard is effective for annual and interim periods beginning after December 15, 2017. The portions of this standard related to licensing are not applicable but the Company is currently assessing the method of adoption and the impact the remaining provisions in this standard will have on its Consolidated Financial Statements and disclosures.
In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting. This standard simplifies the accounting treatment for excess tax benefits and deficiencies, forfeitures, and cash flow considerations related to share-based compensation. The standard is effective for annual and interim periods beginning after December 15, 2016. The Company is currently assessing the method of adoption and the impact this standard will have on its Consolidated Financial Statements and disclosures.
In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Principal versus Agent Considerations. This standard is intended to clarify the process to determine whether a company should record certain revenue transactions on a gross or a net basis. The standard is effective for annual and interim periods beginning after December 15, 2017. The Company is currently assessing the method of adoption and the impact this standard will have on its Consolidated Financial Statements and disclosures.
In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. This standard is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet with expanded disclosures around those items. This guidance is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the impact of this standard.
In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. This standard provides guidance for the recognition, measurement, presentation, and disclosure of financial instruments. This guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is not permitted. The Company is currently evaluating the impact of this standard.
In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes. This standard simplifies the presentation of deferred income taxes by eliminating the requirement for companies to present deferred tax liabilities and assets as current and non-current on the Consolidated Balance Sheets. Instead, companies
will be required to classify all deferred tax assets and liabilities as non-current. This guidance is effective for annual and interim periods beginning after December 15, 2016 and early adoption is permitted. The Company has elected to early adopt ASU 2015-17 and this resulted in the presentation noted above on our Consolidated Balance Sheets as of March 31, 2016, and had no impact on our Consolidated Statements of Operations or Consolidated Statements of Cash Flows. The Company elected to apply this change on a prospective basis only so no prior period balance sheets are impacted.
In July 2015, the FASB issued Accounting Standards Update No. 2015-11, Simplifying the Measurement of Inventory. This standard requires entities to measure inventory at the lower of cost or net realizable value rather than at the lower of cost or market. The standard is effective for annual and interim periods beginning after December 15, 2016. The Company is currently evaluating the impact of this standard.
In April 2015, the FASB issued Accounting Standards Update No. 2015-05, Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. This standard provided guidance on determining whether a cloud computing arrangement contained a software license or if it should be treated as a services contract. The guidance was effective January 1, 2016 and the Company has elected to adopt the guidance prospectively. For future agreements that do not include a software license, the software costs will be treated as a service contract. This did not have a material impact on the Company's Consolidated Financial Statements and disclosures in the current period.
In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. This standard requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability. The standard is effective for annual and interim periods beginning after December 15, 2015 and has been adopted in 2016 for current and previously reported periods. The impact is a reduction of other assets and long-term debt by approximately $4 million in the Company's Consolidated Balance Sheets as of March 31, 2016.
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue From Contracts With Customers. The core principle of the new revenue model is that an entity recognizes revenue from the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is effective for annual and interim periods beginning after December 15, 2017. The Company is currently assessing the method of adoption and the impact this standard will have on its Consolidated Financial Statements and disclosures.
2. Inventories
Major classes of inventories are as follows:
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(in thousands) | March 31, 2016 | | December 31, 2015 | | March 31, 2015 |
Grain | $ | 450,414 |
| | $ | 534,548 |
| | $ | 470,216 |
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Ethanol and by-products | 11,895 |
| | 8,576 |
| | 9,940 |
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Plant nutrients and cob products | 207,109 |
| | 172,815 |
| | 229,551 |
|
Retail merchandise | 27,792 |
| | 24,510 |
| | 27,311 |
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Railcar repair parts | 6,185 |
| | 6,894 |
| | 6,739 |
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Other | 57 |
| | 56 |
| | 200 |
|
| $ | 703,452 |
| | $ | 747,399 |
| | $ | 743,957 |
|
Inventories on the Condensed Consolidated Balance Sheets at March 31, 2016, December 31, 2015 and March 31, 2015 do not include 2.8 million, 3.4 million and 1.8 million bushels of grain, respectively, held in storage for others. The Company does not have title to the grain and is only liable for any deficiencies in grade or shortage of quantity that may arise during the storage period. Management has not experienced historical losses on any deficiencies and does not anticipate material losses in the future.
3. Property, Plant and Equipment
The components of property, plant and equipment are as follows:
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| | | | | | | | | | | |
(in thousands) | March 31, 2016 | | December 31, 2015 | | March 31, 2015 |
Land | $ | 30,138 |
| | $ | 29,928 |
| | $ | 23,380 |
|
Land improvements and leasehold improvements | 77,531 |
| | 77,191 |
| | 73,651 |
|
Buildings and storage facilities | 304,276 |
| | 303,482 |
| | 274,877 |
|
Machinery and equipment | 377,879 |
| | 375,028 |
| | 340,109 |
|
Construction in progress | 47,755 |
| | 32,871 |
| | 18,354 |
|
| 837,579 |
| | 818,500 |
| | 730,371 |
|
Less: accumulated depreciation | 374,918 |
| | 363,240 |
| | 332,137 |
|
| $ | 462,661 |
| | $ | 455,260 |
| | $ | 398,234 |
|
Depreciation expense on property, plant and equipment was $12.1 million and $10.9 million for the three months ended March 31, 2016 and 2015, respectively. Capitalized software has been reclassified from property, plant, and equipment, and is now presented as a component of other intangible assets. Prior year balance sheets have been recast to conform with the current period presentation.
Rail Group Assets
The components of Rail Group assets leased to others are as follows:
|
| | | | | | | | | | | |
(in thousands) | March 31, 2016 | | December 31, 2015 | | March 31, 2015 |
Rail Group assets leased to others | $ | 436,948 |
| | $ | 434,051 |
| | $ | 402,509 |
|
Less: accumulated depreciation | 99,287 |
| | 95,940 |
| | 89,414 |
|
| $ | 337,661 |
| | $ | 338,111 |
| | $ | 313,095 |
|
Depreciation expense on Rail Group assets leased to others amounted to $4.6 million and $4.0 million for the three months ended March 31, 2016 and 2015, respectively.
4. Debt
The Company is party to borrowing arrangements with a syndicate of banks. See Note 5 in the Company’s 2015 Form 10-K for a description of these arrangements. Total borrowing capacity for the Company under all lines of credit is currently at $873.7 million, including $23.7 million of debt of The Andersons Denison Ethanol LLC ("TADE"), which is non-recourse to the Company. At March 31, 2016, the Company had a total of $538.6 million available for borrowing under its lines of credit. Our borrowing capacity is reduced by a combination of outstanding borrowings and letters of credit. The Company was in compliance with all financial covenants as of March 31, 2016.
The Company’s short-term and long-term debt at March 31, 2016, December 31, 2015 and March 31, 2015 consisted of the following: |
| | | | | | | | | | | |
(in thousands) | March 31, 2016 | | December 31, 2015 | | March 31, 2015 |
Short-term debt – recourse | $ | 274,002 |
| | $ | 16,990 |
| | $ | 311,660 |
|
Total short-term debt | 274,002 |
| | 16,990 |
| | 311,660 |
|
Current maturities of long-term debt – non-recourse | — |
| | — |
| | — |
|
Current maturities of long-term debt – recourse | 54,044 |
| | 27,786 |
| | 19,037 |
|
Total current maturities of long-term debt | 54,044 |
| | 27,786 |
| | 19,037 |
|
Long-term debt, less current maturities – non-recourse | — |
| | — |
| | — |
|
Long-term debt, less current maturities – recourse | 402,360 |
| | 436,208 |
| | 323,258 |
|
Total long-term debt, less current maturities | $ | 402,360 |
| | $ | 436,208 |
| | $ | 323,258 |
|
In the first quarter of 2016, the Company completed an agreement for $75.0 million in senior notes payable. The notes payable include $26.0 million with an interest rate of 4.1% due 2021, $24.0 million with an interest rate of 4.6% due 2023, and $25.0 million with an interest rate of 4.9% due 2026, subject to debt covenants similar to the Company's other borrowing arrangements.
5. Derivatives
The Company’s operating results are affected by changes to commodity prices. The Grain and Ethanol businesses have established “unhedged” position limits (the amount of a commodity, either owned or contracted for, that does not have an offsetting derivative contract to lock in the price). To reduce the exposure to market price risk on commodities owned and forward grain and ethanol purchase and sale contracts, the Company enters into exchange traded commodity futures and options contracts and over the counter forward and option contracts with various counterparties. The exchange traded contracts are primarily via the regulated Chicago Mercantile Exchange ("CME"). The Company’s forward purchase and sales contracts are for physical delivery of the commodity in a future period. Contracts to purchase commodities from producers generally relate to the current or future crop years for delivery periods quoted by regulated commodity exchanges. Contracts for the sale of commodities to processors or other commercial consumers generally do not extend beyond one year.
All of these contracts meet the definition of derivatives. While the Company considers its commodity contracts to be effective economic hedges, the Company does not designate or account for its commodity contracts as hedges as defined under current accounting standards. The Company accounts for its commodity derivatives at estimated fair value. The estimated fair value of the commodity derivative contracts that require the receipt or posting of cash collateral is recorded on a net basis (offset against cash collateral posted or received, also known as margin deposits) within commodity derivative assets or liabilities. Management determines fair value based on exchange-quoted prices and in the case of its forward purchase and sale contracts, estimated fair value is adjusted for differences in local markets and non-performance risk. For contracts for which physical delivery occurs, balance sheet classification is based on estimated delivery date. For futures, options and over-the-counter contracts in which physical delivery is not expected to occur but, rather, the contract is expected to be net settled, the Company classifies these contracts as current or noncurrent assets or liabilities, as appropriate, based on the Company’s expectations as to when such contracts will be settled.
Realized and unrealized gains and losses in the value of commodity contracts (whether due to changes in commodity prices, changes in performance or credit risk, or due to sale, maturity or extinguishment of the commodity contract) and grain inventories are included in cost of sales and merchandising revenues. These amounts were previously classified in sales and merchandising revenues but were reclassified starting in the fourth quarter of 2015.
Generally accepted accounting principles permit a party to a master netting arrangement to offset fair value amounts recognized for derivative instruments against the right to reclaim cash collateral or obligation to return cash collateral under the same master netting arrangement. The Company has master netting arrangements for its exchange traded futures and options contracts and certain over-the-counter contracts. When the Company enters into a future, option or an over-the-counter contract, an initial margin deposit may be required by the counterparty. The amount of the margin deposit varies by commodity. If the market price of a future, option or an over-the-counter contract moves in a direction that is adverse to the Company’s position, an additional margin deposit, called a maintenance margin, is required. The margin deposit assets and liabilities are included in short-term commodity derivative assets or liabilities, as appropriate, in the Condensed Consolidated Balance Sheets.
The following table presents at March 31, 2016, December 31, 2015 and March 31, 2015, a summary of the estimated fair value of the Company’s commodity derivative instruments that require cash collateral and the associated cash posted/received as collateral. The net asset or liability positions of these derivatives (net of their cash collateral) are determined on a counterparty-by-counterparty basis and are included within current or noncurrent commodity derivative assets (or liabilities) on the Condensed Consolidated Balance Sheets:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2016 | | December 31, 2015 | | March 31, 2015 |
(in thousands) | Net derivative asset position | | Net derivative liability position | | Net derivative asset position | | Net derivative liability position | | Net derivative asset position | | Net derivative liability position |
Collateral paid (received) | $ | 27,498 |
| | $ | — |
| | $ | 3,008 |
| | $ | — |
| | $ | 39,521 |
| | $ | — |
|
Fair value of derivatives | 11,389 |
| | — |
| | 25,356 |
| | — |
| | 21,327 |
| | — |
|
Balance at end of period | $ | 38,887 |
| | $ | — |
| | $ | 28,364 |
| | $ | — |
| | $ | 60,848 |
| | $ | — |
|
The following table presents, on a gross basis, current and noncurrent commodity derivative assets and liabilities:
|
| | | | | | | | | | | | | | | | | | | |
| March 31, 2016 |
(in thousands) | Commodity derivative assets - current | | Commodity derivative assets - noncurrent | | Commodity derivative liabilities - current | | Commodity derivative liabilities - noncurrent | | Total |
Commodity derivative assets | $ | 46,999 |
| | $ | 382 |
| | $ | 1,219 |
| | $ | 5 |
| | $ | 48,605 |
|
Commodity derivative liabilities | (13,181 | ) | | (11 | ) | | (34,613 | ) | | (879 | ) | | (48,684 | ) |
Cash collateral | 27,498 |
| | — |
| | — |
| | — |
| | 27,498 |
|
Balance sheet line item totals | $ | 61,316 |
| | $ | 371 |
| | $ | (33,394 | ) | | $ | (874 | ) | | $ | 27,419 |
|
|
| | | | | | | | | | | | | | | | | | | |
| December 31, 2015 |
(in thousands) | Commodity derivative assets - current | | Commodity derivative assets - noncurrent | | Commodity derivative liabilities - current | | Commodity derivative liabilities - noncurrent | | Total |
Commodity derivative assets | $ | 51,647 |
| | $ | 412 |
| | $ | 371 |
| | $ | 2 |
| | $ | 52,432 |
|
Commodity derivative liabilities | (4,829 | ) | | — |
| | (37,758 | ) | | (1,065 | ) | | (43,652 | ) |
Cash collateral | 3,008 |
| | — |
| | — |
| | — |
| | 3,008 |
|
Balance sheet line item totals | $ | 49,826 |
| | $ | 412 |
| | $ | (37,387 | ) | | $ | (1,063 | ) | | $ | 11,788 |
|
|
| | | | | | | | | | | | | | | | | | | |
| March 31, 2015 |
(in thousands) | Commodity derivative assets - current | | Commodity derivative assets - noncurrent | | Commodity derivative liabilities - current | | Commodity derivative liabilities - noncurrent | | Total |
Commodity derivative assets | $ | 60,071 |
| | $ | 254 |
| | $ | 1,615 |
| | $ | 29 |
| | $ | 61,969 |
|
Commodity derivative liabilities | (12,768 | ) | | (11 | ) | | (57,016 | ) | | (2,113 | ) | | (71,908 | ) |
Cash collateral | 39,521 |
| | — |
| | — |
| | — |
| | 39,521 |
|
Balance sheet line item totals | $ | 86,824 |
| | $ | 243 |
| | $ | (55,401 | ) | | $ | (2,084 | ) | | $ | 29,582 |
|
The gains (losses) included in the Company’s Condensed Consolidated Statements of Operations and the line items in which they are located for the three months ended March 31, 2016 and 2015 are as follows:
|
| | | | | | | |
| Three months ended March 31, |
(in thousands) | 2016 | | 2015 |
Gains (losses) on commodity derivatives included in cost of sales and merchandising revenues | $ | (8,859 | ) | | $ | 43,822 |
|
The Company had the following volume of commodity derivative contracts outstanding (on a gross basis) at March 31, 2016, December 31, 2015 and March 31, 2015:
|
| | | | | | | | | | | |
| March 31, 2016 |
Commodity | Number of bushels (in thousands) | | Number of gallons (in thousands) | | Number of pounds (in thousands) | | Number of tons (in thousands) |
Non-exchange traded: | | | | | | | |
Corn | 235,426 |
| | — |
| | — |
| | — |
|
Soybeans | 21,509 |
| | — |
| | — |
| | — |
|
Wheat | 12,654 |
| | — |
| | — |
| | — |
|
Oats | 32,136 |
| | — |
| | — |
| | — |
|
Ethanol | — |
| | 149,374 |
| | — |
| | — |
|
Corn oil | — |
| | — |
| | 3,850 |
| | — |
|
Other | 18 |
| | — |
| | 6,234 |
| | 85 |
|
Subtotal | 301,743 |
| | 149,374 |
| | 10,084 |
| | 85 |
|
Exchange traded: | | | | | | | |
Corn | 129,465 |
| | — |
| | — |
| | — |
|
Soybeans | 34,315 |
| | — |
| | — |
| | — |
|
Wheat | 20,950 |
| | — |
| | — |
| | — |
|
Oats | 3,225 |
| | — |
| | — |
| | — |
|
Ethanol | — |
| | 1,470 |
| | — |
| | — |
|
Other | — |
| | — |
| | — |
| | — |
|
Subtotal | 187,955 |
| | 1,470 |
| | — |
| | — |
|
Total | 489,698 |
| | 150,844 |
| | 10,084 |
| | 85 |
|
|
| | | | | | | | | | | |
| December 31, 2015 |
Commodity | Number of bushels (in thousands) | | Number of gallons (in thousands) | | Number of pounds (in thousands) | | Number of tons (in thousands) |
Non-exchange traded: | | | | | | | |
Corn | 227,248 |
| | — |
| | — |
| | — |
|
Soybeans | 13,357 |
| | — |
| | — |
| | — |
|
Wheat | 13,710 |
| | — |
| | — |
| | — |
|
Oats | 15,019 |
| | — |
| | — |
| | — |
|
Ethanol | — |
| | 138,660 |
| | — |
| | — |
|
Corn oil | — |
| | — |
| | 11,532 |
| | — |
|
Other | 297 |
| | — |
| | — |
| | 116 |
|
Subtotal | 269,631 |
| | 138,660 |
| | 11,532 |
| | 116 |
|
Exchange traded: | | | | | | | |
Corn | 106,260 |
| | — |
| | — |
| | — |
|
Soybeans | 17,255 |
| | — |
| | — |
| | — |
|
Wheat | 28,135 |
| | — |
| | — |
| | — |
|
Oats | 3,480 |
| | — |
| | — |
| | — |
|
Ethanol | — |
| | 840 |
| | — |
| | — |
|
Other | — |
| | 840 |
| | — |
| | — |
|
Subtotal | 155,130 |
| | 1,680 |
| | — |
| | — |
|
Total | 424,761 |
| | 140,340 |
| | 11,532 |
| | 116 |
|
|
| | | | | | | | | | | |
| March 31, 2015 |
Commodity | Number of bushels (in thousands) | | Number of gallons (in thousands) | | Number of pounds (in thousands) | | Number of tons (in thousands) |
Non-exchange traded: | | | | | | | |
Corn | 276,158 |
| | — |
| | — |
| | — |
|
Soybeans | 29,646 |
| | — |
| | — |
| | — |
|
Wheat | 13,232 |
| | — |
| | — |
| | — |
|
Oats | 29,883 |
| | — |
| | — |
| | — |
|
Ethanol | — |
| | 197,961 |
| | — |
| | — |
|
Corn oil | — |
| | — |
| | 5,651 |
| | — |
|
Other | 339 |
| | — |
| | — |
| | 116 |
|
Subtotal | 349,258 |
| | 197,961 |
| | 5,651 |
| | 116 |
|
Exchange traded: | | | | | | | |
Corn | 143,320 |
| | — |
| | — |
| | — |
|
Soybeans | 38,555 |
| | — |
| | — |
| | — |
|
Wheat | 26,675 |
| | — |
| | — |
| | — |
|
Oats | 6,390 |
| | — |
| | — |
| | — |
|
Ethanol | — |
| | 26,334 |
| | — |
| | — |
|
Bean Oil | — |
| | — |
| | 60,240 |
| | — |
|
Other | — |
| | — |
| | — |
| | 10 |
|
Subtotal | 214,940 |
| | 26,334 |
| | 60,240 |
| | 10 |
|
Total | 564,198 |
| | 224,295 |
| | 65,891 |
| | 126 |
|
At March 31, 2016, December 31, 2015 and March 31, 2015, the Company had recorded the following amounts for the fair value of the Company's interest rate derivates:
|
| | | | | | | | | | | |
| March 31, | | December 31, | | March 31, |
(in thousands) | 2016 | | 2015 | | 2015 |
Derivatives not designated as hedging instruments | | | | | |
Interest rate contracts included in other long term liabilities | (4,618 | ) | | (3,133 | ) | | — |
|
Total fair value of interest rate derivatives not designated as hedging instruments | $ | (4,618 | ) | | $ | (3,133 | ) | | $ | — |
|
Derivatives designated as hedging instruments | | | | | |
Interest rate contract included in other short term liabilities | (96 | ) | | (191 | ) | | — |
|
Total fair value of interest rate derivatives designated as hedging instruments | $ | (96 | ) | | $ | (191 | ) | | $ | — |
|
The losses included in the Company's Consolidated Statements of Operations and the line item in which they are located for interest rate derivatives not designated as hedging instruments are as follows:
|
| | | | | | | |
| Three months ended March 31, |
(in thousands) | 2016 | | 2015 |
Interest expense | $ | (1,600 | ) | | $ | — |
|
The Company also has foreign currency derivatives which are considered effective economic hedges of specified economic risks but which are not designated as accounting hedges. At March 31, 2016, December 31, 2015 and March 31, 2015, the Company had recorded the following amounts for the fair value of the Company's foreign currency derivatives:
|
| | | | | | | | | | | |
| March 31, | | December 31, | | March 31, |
(in thousands) | 2016 | | 2015 | | 2015 |
Derivatives not designated as hedging instruments | | | | | |
Foreign currency contracts included in short term assets | 1,478 |
| | — |
| | — |
|
Total fair value of foreign currency contract derivatives not designated as hedging instruments | $ | 1,478 |
| | $ | — |
| | $ | — |
|
The losses included in the Company's Consolidated Statements of Operations and the line item in which they are located for foreign currency contract derivatives not designated as hedging instruments are as follows:
|
| | | | | | | |
| Three months ended March 31, |
(in thousands) | 2016 | | 2015 |
Foreign currency derivative gains included in Other income, net | $ | 1,478 |
| | $ | — |
|
6. Employee Benefit Plans
The following are components of the net periodic benefit cost for the pension and post-retirement benefit plans maintained by the Company for the three months ended March 31, 2016 and 2015:
|
| | | | | | | |
| Pension Benefits |
(in thousands) | Three months ended March 31, |
2016 | | 2015 |
Service cost | $ | — |
| | $ | 55 |
|
Interest cost | 48 |
| | 1,209 |
|
Expected return on plan assets | — |
| | (1,561 | ) |
Recognized net actuarial loss | 36 |
| | 370 |
|
Benefit cost | $ | 84 |
| | $ | 73 |
|
|
| | | | | | | |
| Post-retirement Benefits |
(in thousands) | Three months ended March 31, |
2016 | | 2015 |
Service cost | $ | 213 |
| | $ | 240 |
|
Interest cost | 405 |
| | 406 |
|
Amortization of prior service cost | (89 | ) | | (136 | ) |
Recognized net actuarial loss | 235 |
| | 392 |
|
Benefit cost | $ | 764 |
| | $ | 902 |
|
7. Income Taxes
On a quarterly basis, the Company estimates the effective tax rate expected to be applicable for the full year and makes changes if necessary based on new information or events. The estimated annual effective tax rate is forecast based on actual historical information and forward-looking estimates and is used to provide for income taxes in interim reporting periods. The Company also recognizes the tax impact of certain unusual or infrequently occurring items, such as the effects of changes in tax laws or rates and impacts from settlements with tax authorities, discretely in the quarter in which they occur. Additionally, the annual effective tax rate differs from the statutory U.S. Federal tax rate of 35% primarily due to the impact of state income taxes and to benefits related to the domestic production activities deduction.
For the three months ended March 31, 2016, the Company recorded an income tax benefit of $7.3 million at an effective tax rate of 31.8%, which varied from the U.S. Federal tax rate of 35% primarily due to a 1.9% tax benefit related to the domestic production activities deduction and a 1.7% tax benefit attributable to the accounting for the investment in a foreign affiliate. For the three months ended March 31, 2015, the Company recorded income tax expense of $1.1 million at an effective tax rate of 21.7%.
There have been no material changes to the balance of unrecognized tax benefits reported at December 31, 2015. During the three months ended March 31, 2016, the IRS completed its audit of the Company's 2011 and 2012 consolidated Federal income tax returns. The results of the examination will not have a material effect on the Company's 2016 effective tax rate.
8. Accumulated Other Comprehensive Loss
The following tables summarize the after-tax components of accumulated other comprehensive income (loss) attributable to the Company for the three months ended March 31, 2016 and 2015:
|
| | | | | | | | | | | | | | | | | | | | | |
| | | Changes in Accumulated Other Comprehensive Income (Loss) by Component (a) |
| | | For the three months ended March 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 (loss) before reclassifications | | 60 |
| | 2,505 |
| | — |
| | 229 |
| | 2,794 |
|
| Amounts reclassified from accumulated other comprehensive loss | | — |
| | — |
| | (126 | ) | | (56 | ) | | (182 | ) |
Net current-period other comprehensive income (loss) | | 60 |
| | 2,505 |
| | (126 | ) | | 173 |
| | 2,612 |
|
Ending balance | | $ | (51 | ) | | $ | (9,536 | ) | | $ | — |
| | $ | (8,740 | ) | | $ | (18,327 | ) |
|
| | | | | | | | | | | | | | | | | | | | | |
| | | Changes in Accumulated Other Comprehensive Income (Loss) by Component (a) |
| | | For the three months ended March 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 (loss) before reclassifications | | 58 |
| | (3,983 | ) | | — |
| | 475 |
| | (3,450 | ) |
| Amounts reclassified from accumulated other comprehensive loss | | — |
| | — |
| | — |
| | (85 | ) | | (85 | ) |
Net current-period other comprehensive income (loss) | | 58 |
| | (3,983 | ) | | — |
| | 390 |
| | (3,535 | ) |
Ending balance | | $ | (306 | ) | | $ | (8,692 | ) | | $ | 126 |
| | $ | (49,258 | ) | | $ | (58,130 | ) |
(a) All amounts are net of tax. Amounts in parentheses indicate debits
The following tables show the reclassification adjustments from accumulated other comprehensive loss to net income (loss) for the three months ended March 31, 2016 and 2015:
|
| | | | | | |
| | Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (a) |
(in thousands) | For the three months ended March 31, 2016 |
Details about Accumulated Other Comprehensive Income (Loss) Components | | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) | | Affected Line Item in the Statement Where Net Income Is Presented |
Defined Benefit Plan Items | | | | |
Amortization of prior-service cost | | $ | (89 | ) | | (b) |
| | (89 | ) | | Total before tax |
| | 33 |
| | Income tax provision |
| | $ | (56 | ) | | Net of tax |
| | | | |
Other items | | | | |
Recognition of gain on sale of investment | | $ | (200 | ) | | |
| | (200 | ) | | Total before tax |
| | 74 |
| | Income tax provision |
| | $ | (126 | ) | | Net of tax |
| | | | |
| | | | |
Total reclassifications for the period | | (182 | ) | | Net of tax |
|
| | | | | | |
| | Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (a) |
(in thousands) | For the three months ended March 31, 2015 |
Details about Accumulated Other Comprehensive Income (Loss) Components | | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) | | Affected Line Item in the Statement Where Net Income Is Presented |
Defined Benefit Plan Items | | | | |
Amortization of prior-service cost | | $ | (136 | ) | | (b) |
| | (136 | ) | | Total before tax |
| | 51 |
| | Income tax provision |
| | $ | (85 | ) | | Net of tax |
| | | | |
Total reclassifications for the period | | $ | (85 | ) | | Net of tax |
(a) Amounts in parentheses indicate credits to profit/loss
(b) This accumulated other comprehensive loss component is included in the computation of net periodic benefit cost (see Note 6).
9. Earnings Per Share
Unvested share-based payment awards that contain non-forfeitable rights to dividends are participating securities and are included in the computation of earnings per share pursuant to the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. The Company’s nonvested restricted stock that was granted prior to March 2015 is considered a participating security since the share-based awards contain a non-forfeitable right to dividends irrespective of whether the awards ultimately vest.
|
| | | | | | | |
(in thousands, except per common share data) | Three months ended March 31, |
2016 | | 2015 |
Net income (loss) attributable to The Andersons, Inc. | $ | (14,696 | ) | | $ | 4,097 |
|
Less: Distributed and undistributed earnings allocated to nonvested restricted stock | 3 |
| | 8 |
|
Earnings available to common shareholders | $ | (14,699 | ) | | $ | 4,089 |
|
Earnings per share – basic: | | | |
Weighted average shares outstanding – basic | 28,101 |
| | 28,742 |
|
Earnings per common share – basic | $ | (0.52 | ) | | $ | 0.14 |
|
Earnings per share – diluted: | | | |
Weighted average shares outstanding – basic | 28,101 |
| | 28,742 |
|
Effect of dilutive awards | — |
| | 59 |
|
Weighted average shares outstanding – diluted | 28,101 |
| | 28,801 |
|
Earnings per common share – diluted | $ | (0.52 | ) | | $ | 0.14 |
|
All outstanding share awards were antidilutive at March 31, 2016 as the Company experienced a net loss. There were no antidilutive stock-based awards outstanding at March 31, 2015.
10. Fair Value Measurements
The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis at March 31, 2016, December 31, 2015 and March 31, 2015:
|
| | | | | | | | | | | | | | | |
(in thousands) | March 31, 2016 |
Assets (liabilities) | Level 1 | | Level 2 | | Level 3 | | Total |
Cash equivalents | $ | 25,496 |
| | $ | — |
| | $ | — |
| | $ | 25,496 |
|
Restricted cash | 718 |
| | — |
| | — |
| | 718 |
|
Commodity derivatives, net (a) | 38,070 |
| | (10,651 | ) | | — |
| | 27,419 |
|
Provisionally priced contracts (b) | 88,356 |
| | 42,836 |
| | — |
| | 131,192 |
|
Convertible preferred securities (c) | — |
| | — |
| | 775 |
| | 775 |
|
Other assets and liabilities (d) | 13,958 |
| | (4,828 | ) | | 160 |
| | 9,290 |
|
Total | $ | 166,598 |
| | $ | 27,357 |
| | $ | 935 |
| | $ | 194,890 |
|
|
| | | | | | | | | | | | | | | |
(in thousands) | December 31, 2015 |
Assets (liabilities) | Level 1 | | Level 2 | | Level 3 | | Total |
Cash equivalents | $ | 26,931 |
| | $ | — |
| | $ | — |
| | $ | 26,931 |
|
Restricted cash | 450 |
| | — |
| | — |
| | 450 |
|
Commodity derivatives, net (a) | 26,890 |
| | (15,101 | ) | | — |
| | 11,789 |
|
Provisionally priced contracts (b) | (133,842 | ) | | (103,148 | ) | | — |
| | (236,990 | ) |
Convertible preferred securities (c) | — |
| | — |
| | 13,550 |
| | 13,550 |
|
Other assets and liabilities (d) | 8,635 |
| | (3,324 | ) | | 350 |
| | 5,661 |
|
Total | $ | (70,936 | ) | | $ | (121,573 | ) | | $ | 13,900 |
| | $ | (178,609 | ) |
|
| | | | | | | | | | | | | | | |
(in thousands) | March 31, 2015 |
Assets (liabilities) | Level 1 | | Level 2 | | Level 3 | | Total |
Cash equivalents | $ | 1,491 |
| | $ | — |
| | $ | — |
| | $ | 1,491 |
|
Restricted cash | 685 |
| | — |
| | — |
| | 685 |
|
Commodity derivatives, net (a) | 60,796 |
| | (31,214 | ) | | — |
| | 29,582 |
|
Provisionally priced contracts (b) | 55,141 |
| | 59,981 |
| | — |
| | 115,122 |
|
Convertible preferred securities (c) | — |
| | — |
| | 13,300 |
| | 13,300 |
|
Other assets and liabilities (d) | 11,583 |
| | (3,517 | ) | | — |
| | 8,066 |
|
Total | $ | 129,696 |
| | $ | 25,250 |
| | $ | 13,300 |
| | $ | 168,246 |
|
| |
(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) |
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(c) | Recorded in “Other noncurrent assets” on the Company’s Condensed Consolidated Balance Sheets |
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(d) | Included in other assets and liabilities are deferred compensation assets, ethanol risk management contracts, and foreign exchange derivative contracts (Level 1), interest rate derivatives (Level 2), and contingent consideration to the former owners of Kay Flo Industries, Inc (Level 3). |
Level 1 commodity derivatives reflect the fair value of the exchange-traded futures and options contracts that the Company holds, net of the cash collateral that the Company has in its margin account.
The majority of the Company’s assets and liabilities measured at fair value are based on the market approach valuation technique. With the market approach, fair value is derived using prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
The Company’s net commodity derivatives primarily consist of futures or options contracts via regulated exchanges and contracts with producers or customers under which the future settlement date and bushels (or gallons in the case of ethanol contracts) of commodities to be delivered (primarily wheat, corn, soybeans and ethanol) are fixed and under which the price may or may not be fixed. Depending on the specifics of the individual contracts, the fair value is derived from the futures or
options prices on the CME or the New York Mercantile Exchange for similar commodities and delivery dates as well as observable quotes for local basis adjustments (the difference, which is attributable to local market conditions, between the quoted futures price and the local cash price). Because basis for a particular commodity and location typically has multiple quoted prices from other agribusinesses in the same geographical vicinity and is used as a common pricing mechanism in the Agribusiness industry, we have concluded that basis is a Level 2 fair value input for purposes of the fair value disclosure requirements related to our commodity derivatives. Although nonperformance risk, both of the Company and the counterparty, is present in each of these commodity contracts and is a component of the estimated fair values, based on the Company’s historical experience with its producers and customers and the Company’s knowledge of their businesses, the Company does not view nonperformance risk to be a material input to fair value for these commodity contracts.
These fair value disclosures exclude physical grain inventories measured at net realizable value. The net realizable value used to measure the Company’s agricultural commodity inventories is the fair value (spot price of the commodity in an exchange), less cost of disposal and transportation based on the local market. This valuation would generally be considered Level 2. The amount is disclosed in Note 2 Inventories. Changes in the net realizable value of commodity inventories are recognized as a component of cost of sales and merchandising revenues.
Provisionally priced contract liabilities are those for which the Company has taken ownership and possession of grain but the final purchase price has not been established. In the case of payables where the unpriced portion of the contract is limited to the futures price of the underlying commodity or we have delivered provisionally priced grain and a subsequent payable or receivable is set up for any futures changes in the grain price, quoted CBOT prices are used and the liability is deemed to be Level 1 in the fair value hierarchy. For all other unpriced contracts which include variable futures and basis components, the amounts recorded for delayed price contracts are determined on the basis of local grain market prices at the balance sheet date and, as such, are deemed to be Level 2 in the fair value hierarchy.
The risk management contract liability allows related ethanol customers to effectively unprice the futures component of their inventory for a period of time, subjecting the bushels to market fluctuations. The Company records an asset or liability for the market value changes of the commodities over the life of the contracts based on quoted CBOT prices and as such, the balance is deemed to be Level 1 in the fair value hierarchy.
The Company’s stake in the Iowa Northern Railway Company ("IANR") was redeemed in the first quarter of 2016. The remaining convertible preferred securities are an interest in an early-stage enterprise in the form of debt securities with the possibility of conversion to equity under certain circumstances.
A reconciliation of beginning and ending balances for the Company’s fair value measurements using Level 3 inputs is as follows:
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| | | | | | | | | | | | | | | |
(in thousands) | 2016 | | 2015 | | 2016 | | 2015 |
| Contingent Consideration | | Contingent Consideration | | Convertible Securities | | Convertible Securities |
Asset (liability) at January 1, | $ | (350 | ) | | $ | — |
| | $ | 13,550 |
| | $ | 13,300 |
|
Gains (losses) included in earnings | 190 |
| | — |
| | 710 |
| | — |
|
Sales proceeds | — |
| | — |
| | (13,485 | ) | | — |
|
Unrealized gains (losses) included in other comprehensive income | — |
| | — |
| | — |
| | — |
|
Asset at March 31, | $ | (160 | ) | | $ | — |
| | $ | 775 |
| | $ | 13,300 |
|
The following tables summarize quantitative information about the Company's Level 3 fair value measurements as of March 31, 2016, December 31, 2015 and March 31, 2015:
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| | | | | | | | | |
Quantitative Information about Level 3 Fair Value Measurements |
(in thousands) | Fair Value as of March 31, 2016 | | Valuation Method | | Unobservable Input | | Weighted Average |
Convertible Notes | $ | 775 |
| | Cost basis plus interest | | N/A | | N/A |
| | | | | | | |
|
| | | | | | | | | | |
(in thousands) | Fair Value as of December 31, 2015 | | Valuation Method | | Unobservable Input | | Weighted Average |
Convertible Preferred Securities | $ | 12,800 |
| | Market Approach | | EBITDA Multiples | | 5.6 |
|
| | | Income Approach | | Discount Rate | | 14.5 | % |
| | | | | | | |
Convertible Notes | $ | 750 |
| | Cost basis plus interest | | N/A | | N/A |
|
| | | | | | | |
|
| | | | | | | | | | |
(in thousands) | Fair Value as of March 31, 2015 | | Valuation Method | | Unobservable Input | | Weighted Average |
Convertible Preferred Securities | $ | 13,300 |
| | Market Approach | | EBITDA Multiples | | 6.61 |
|
| | | Income Approach | | Discount Rate | | 14.5 | % |
Fair Value of Financial Instruments
The fair value of the Company’s long-term debt is estimated using quoted market prices or discounted future cash flows based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements. As such, the Company has concluded that the fair value of long-term debt is considered Level 2 in the fair value hierarchy.
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| | | | | | | | | | | |
(in thousands) | March 31, 2016 |
| December 31, 2015 | | March 31, 2015 |
Fair value of long-term debt, including current maturities | $ | 472,997 |
| | $ | 467,703 |
| | $ | 350,684 |
|
Fair value in excess of carrying value | 12,577 |
| | 3,708 |
| | 8,390 |
|
The fair value of the Company’s cash equivalents, accounts receivable and accounts payable approximate their carrying value as they are close to maturity.
11. Related Party Transactions
Equity Method Investments
The Company, directly or indirectly, holds investments in companies that are accounted for under the equity method. The Company’s equity in these entities is presented at cost plus its accumulated proportional share of income or loss, less any distributions it has received.
On December 4, 2015, Lansing Trade Group, LLC ("LTG") agreed to the sale of equity to New Hope Liuhe Investment (USA), Inc., a U.S. subsidiary of the Chinese company, New Hope Liuhe Co. Ltd. New Hope paid cash for a 20 percent equity interest in LTG. The impact of this transaction to the Company was a reduction in total ownership share of LTG from approximately 38.5 percent to 31.0 percent which includes dilution from newly issued shares as well as a redemption of shares that occurred on a pro rata basis between the Company and the other existing owners of LTG. The Company recognized a total gain of $23.1 million on these transactions. Cash of $8.2 million was received of which $1.3 million was a return of capital and $6.7 million was a return on capital. The remainder was a book gain on cash received in excess of basis in the shares redeemed.
The following table presents the Company’s investment balance in each of its equity method investees by entity:
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| | | | | | | | | | | |
(in thousands) | March 31, 2016 | | December 31, 2015 | | March 31, 2015 |
The Andersons Albion Ethanol LLC | $ | 32,483 |
| | $ | 32,871 |
| | $ | 28,726 |
|
The Andersons Clymers Ethanol LLC | 28,199 |
| | 29,278 |
| | 36,063 |
|
The Andersons Marathon Ethanol LLC | 29,446 |
| | 31,255 |
| | 31,869 |
|
Lansing Trade Group, LLC | 98,763 |
| | 101,531 |
| | 78,594 |
|
Thompsons Limited (a) | 45,479 |
| | 43,964 |
| | 44,224 |
|
Other | 1,713 |
| | 3,208 |
| | 2,606 |
|
Total | $ | 236,083 |
| | $ | 242,107 |
| | $ | 222,082 |
|
(a) Thompsons Limited and related U.S. operating company held by joint ventures
The Company holds a majority interest (66%) in The Andersons Ethanol Investment LLC (“TAEI”). This consolidated entity holds a 50% interest in The Andersons Marathon Ethanol LLC (“TAME”). The noncontrolling interest in TAEI is attributed 34% of the gains and losses of TAME recorded by the Company in its equity in earnings of affiliates.
The following table summarizes income earned from the Company’s equity method investments by entity:
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| | | | | | | | | |
| % ownership at March 31, 2016 | | Three months ended March 31, |
(in thousands) | | 2016 | | 2015 |
The Andersons Albion Ethanol LLC | 55% | | $ | (322 | ) | | $ | 1,091 |
|
The Andersons Clymers Ethanol LLC | 38% | | (1,079 | ) | | 288 |
|
The Andersons Marathon Ethanol LLC | 50% | | (1,809 | ) | | 333 |
|
Lansing Trade Group, LLC | 32% (a) | | (2,767 | ) | | 2,410 |
|
Thompsons Limited (b) | 50% | | (1,000 | ) | | (861 | ) |
Other | 5%-34% | | — |
| | — |
|
Total | | | $ | (6,977 | ) | | $ | 3,261 |
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(a) This does not consider restricted management units which once vested will reduce the ownership percentage by approximately 0.8%
(b) Thompsons Limited and related U.S. operating company held by joint ventures
Total distributions received from unconsolidated affiliates were $0.1 million and $4.6 million three months ended March 31, 2016 and March 31, 2015, respectively.
In the first quarter of 2015, LTG and The Andersons Albion Ethanol LLC qualified as significant equity investees of the Company under the income test. The following table presents combined summarized unaudited financial information of these investments for the three months ended March 31, 2016 and 2015:
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| | | | | | | |
(in thousands) | Three months ended March 31, |
2016 | | 2015 |
Sales | $ | 1,462,213 |
| | $ | 1,699,063 |
|
Gross profit | 23,364 |
| | 47,659 |
|
Income (loss) from continuing operations | (8,377 | ) | | 10,586 |
|
Net income (loss) | (8,407 | ) | | 9,345 |
|
Net income (loss) attributable to companies | (8,006 | ) | | 8,343 |
|
Investment in Debt Securities
The Company previously owned 100% of the cumulative convertible preferred shares of Iowa Northern Railway Company (“IANR”), which operates a short-line railroad in Iowa. In the first quarter of 2016, these shares were redeemed and the Company no longer has an ownership stake with this entity. See Footnote 10 for additional information on the effects of this transaction.
Related Party Transactions
In the ordinary course of business, the Company will enter into related party transactions with each of the investments described above, along with other related parties. The following table sets forth the related party transactions entered into for the time periods presented:
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| | | | | | | |
| Three months ended March 31, |
(in thousands) | 2016 | | 2015 |
Sales revenues | $ | 194,838 |
| | $ | 149,472 |
|
Service fee revenues (a) | 4,636 |
| | 4,925 |
|
Purchases of product | 101,953 |
| | 102,795 |
|
|