SEC Document
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
 
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
 
¨
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)
 
 
OHIO
 
34-1562374
(State of incorporation
or organization)
 
(I.R.S. Employer
Identification No.)
480 W. Dussel Drive, Maumee, Ohio
 
43537
(Address of principal executive offices)
 
(Zip Code)
(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. 
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.


Table of Contents

THE ANDERSONS, INC.
INDEX
 
 
Page No.
PART I. FINANCIAL INFORMATION
 
 
PART II. OTHER INFORMATION
 


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Table of Contents


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

Other current assets
76,575

 
90,412

 
65,017

Total current assets
1,096,102

 
1,129,522

 
1,173,750

Other assets:
 
 
 
 
 
Commodity derivative assets – noncurrent (Note 5)
371

 
412

 
243

Goodwill
63,934

 
63,934

 
72,365

Other intangible assets, net
117,023

 
120,240

 
76,557

Other assets, net
5,803

 
9,515

 
31,301

Equity method investments
236,083

 
242,107

 
222,082

 
423,214

 
436,208

 
402,548

Rail Group assets leased to others, net (Note 3)
337,661

 
338,111

 
313,095

Property, plant and equipment, net (Note 3)
462,661

 
455,260

 
398,234

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

Trade and other payables
367,338

 
668,788

 
370,377

Customer prepayments and deferred revenue
100,384

 
66,762

 
130,254

Commodity derivative liabilities – current (Note 5)
33,394

 
37,387

 
55,401

Accrued expenses and other current liabilities
65,129

 
70,324

 
64,065

Current maturities of long-term debt (Note 4)
54,044

 
27,786

 
19,037

Total current liabilities
894,291

 
888,037

 
950,794

Other long-term liabilities
27,463

 
18,176

 
14,871

Commodity derivative liabilities – noncurrent (Note 5)
874

 
1,063

 
2,084

Employee benefit plan obligations
46,151

 
45,805

 
59,557

Long-term debt, less current maturities (Note 4)
402,360

 
436,208

 
323,258

Deferred income taxes
179,780

 
186,073

 
139,145

Total liabilities
1,550,919

 
1,575,362

 
1,489,709

Commitments and contingencies (Note 13)

 

 

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

Preferred shares, without par value (1,000 shares authorized; none issued)

 

 

Additional paid-in-capital
217,050

 
222,848

 
223,179

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

Total shareholders’ equity of The Andersons, Inc.
750,160

 
764,254

 
777,124

Noncontrolling interests
18,559

 
19,485

 
20,794

Total equity
768,719

 
783,739

 
797,918

Total liabilities and equity
$
2,319,638

 
$
2,359,101

 
$
2,287,627

See Notes to Condensed Consolidated Financial Statements


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Table of Contents

The Andersons, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)(In thousands, except per share data)
 
 
Three months ended
March 31,
 
2016
 
2015
Sales and merchandising revenues
$
887,879

 
$
918,225

Cost of sales and merchandising revenues
820,124

 
834,912

Gross profit
67,755

 
83,313

Operating, administrative and general expenses
79,881

 
78,604

Interest expense
7,051

 
6,039

Other income (loss):
 
 
 
Equity in earnings (loss) of affiliates, net
(6,977
)
 
3,261

Other income (loss), net
3,246

 
3,107

Income (loss) before income taxes
(22,908
)
 
5,038

Income tax provision (benefit)
(7,286
)
 
1,093

Net income (loss)
(15,622
)
 
3,945

Net income (loss) attributable to the noncontrolling interests
(926
)
 
(152
)
Net income (loss) attributable to The Andersons, Inc.
$
(14,696
)
 
$
4,097

Per common share:
 
 
 
Basic earnings (loss) attributable to The Andersons, Inc. common shareholders
$
(0.52
)
 
$
0.14

Diluted earnings (loss) attributable to The Andersons, Inc. common shareholders
$
(0.52
)
 
$
0.14

Dividends declared
$
0.155

 
$
0.14

See Notes to Condensed Consolidated Financial Statements


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The Andersons, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)(In thousands)
 
 
Three months ended
March 31,
 
2016
 
2015
Net income (loss)
$
(15,622
)
 
$
3,945

Other comprehensive income (loss), net of tax:
 
 
 
Recognition of gain on sale of debt securities (net of income tax of $74 and $0)
(126
)
 

Change in unrecognized actuarial loss and prior service cost (net of income tax of $(10) and $(236) - Note 8)
173

 
390

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

Other comprehensive income (loss)
2,612

 
(3,535
)
Comprehensive income (loss)
(13,010
)
 
410

Comprehensive income (loss) attributable to the noncontrolling interests
(926
)
 
(152
)
Comprehensive income (loss) attributable to The Andersons, Inc.
$
(12,084
)
 
$
562

See Notes to Condensed Consolidated Financial Statements


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The Andersons, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)(In thousands)
 
Three months ended
March 31,
 
2016
 
2015
Operating Activities
 
 
 
Net income (loss)
$
(15,622
)
 
$
3,945

Adjustments to reconcile net income to cash used in operating activities:
 
 
 
Depreciation and amortization
20,902

 
17,523

Bad debt expense
424

 
188

Equity in earnings of affiliates, net of dividends
7,033

 
1,404

Gain on sale of investments
(685
)
 

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

Other
(20
)
 
890

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
(37,474
)
 
(28,366
)
Inventories
43,947

 
51,698

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

Purchases of property, plant and equipment
(12,305
)
 
(6,742
)
Proceeds from sale of property, plant and equipment
206

 
80

Proceeds from sale of investments
15,013

 

Investments in affiliates
(22
)
 

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

Proceeds from issuance of long-term debt
76,908

 
30,799

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

Payments of debt issuance costs
(299
)
 
(107
)
Dividends paid
(4,338
)
 
(4,059
)
Excess tax benefit from share-based payment arrangement

 
224

Other
(993
)
 
(573
)
Net cash provided by (used in) financing activities
250,154

 
243,938

Decrease in cash and cash equivalents
(17,449
)
 
(60,243
)
Cash and cash equivalents at beginning of period
63,750

 
114,704

Cash and cash equivalents at end of period
$
46,301

 
$
54,461


See Notes to Condensed Consolidated Financial Statements

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The Andersons, Inc.
Condensed Consolidated Statements of Equity
(Unaudited)(In thousands, except per share data)
 
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

Net income
 
 
 
 
 
 
 
 
4,097

 
(152
)
 
3,945

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

Purchase of Treasury Shares (631 shares)
 
 


 
(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

Performance share unit dividend equivalents
 
 
138

 
 
 
 
 
(138
)
 
 
 

Balance at March 31, 2015
$
96

 
$
223,179

 
$
(32,551
)
 
$
(58,130
)
 
$
644,530

 
$
20,794

 
$
797,918

 
 
 
 
 
 
 
 
 
 
 
 
 
 
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

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

See Notes to Condensed Consolidated Financial Statements


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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

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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.


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2. Inventories
Major classes of inventories are as follows:
(in thousands)
March 31,
2016
 
December 31,
2015
 
March 31,
2015
Grain
$
450,414

 
$
534,548

 
$
470,216

Ethanol and by-products
11,895

 
8,576

 
9,940

Plant nutrients and cob products
207,109

 
172,815

 
229,551

Retail merchandise
27,792

 
24,510

 
27,311

Railcar repair parts
6,185

 
6,894

 
6,739

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:
(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.

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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, 2016December 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.


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Table of Contents

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, 2016December 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




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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


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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:

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Table of Contents

 
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


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Table of Contents

 
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
)

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Table of Contents

 
 
 
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

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Table of Contents

 
 
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).

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Table of Contents


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.

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Table of Contents


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)
(c)
Recorded in “Other noncurrent assets” on the Company’s Condensed Consolidated Balance Sheets
(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

21

Table of Contents

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:
(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:
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
 
 
 
 
 
 
 
 

22

Table of Contents

(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.
(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:
(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

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Table of Contents

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:
 
% 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

 (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:

(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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Table of Contents

 
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