The Andersons, Inc. 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
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þ |
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Annual Report Pursuant To Section 15(d) Of The Securities Exchange Act Of 1934 |
for the
fiscal year ended December 31, 2007
or
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o |
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Transition Report Pursuant To Section 15(d) Of The Securities Exchange Act Of 1934 |
for the transition period from to
Commission file number 000-20557
A. |
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Full title of the plan and the address of the plan, if different from that of the issuer
named below: The Andersons, Inc. Retirement Savings Investment Plan. |
B. |
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Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office: The Andersons, Inc., 480 West Dussel Drive, Maumee, Ohio 43537. |
The Andersons, Inc. Retirement Savings Investment Plan
Contents
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1 |
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2 |
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3 |
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4-7 |
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Schedule 1 |
EX-23 |
Report of Independent Registered Public Accounting Firm
To the Pension Committee
The Andersons, Inc. Retirement
Savings Investment Plan
We have audited the accompanying statement of net assets available for plan benefits of The
Andersons, Inc. Retirement Savings Investment Plan as of December 31, 2007 and 2006 and the related
statement of changes in net assets available for plan benefits for the years then ended. These
financial statements are the responsibility of the Plans management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for plan benefits of the Plan as of December 31, 2007 and 2006
and the changes in net assets available for plan benefits for the years then ended, in conformity
with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets held at end of year as of December 31, 2007
is presented for the purpose of additional analysis and is not a required part of the basic
financial statements, but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material respects in relation to those
basic financial statements taken as a whole.
/s/ Plante & Moran, PLLC
Southfield,
Michigan
June 24, 2008
1
The Andersons, Inc. Retirement Savings Investment Plan
Statement of Net Assets Available for Plan Benefits
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December 31 |
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2007 |
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2006 |
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Assets Participant-directed investments (Note 2) |
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Mutual funds: |
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Spartan U.S. Equity Index Fund |
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$ |
17,126,781 |
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$ |
17,376,656 |
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Fidelity Magellan Fund |
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11,579,433 |
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11,748,435 |
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Fidelity Growth and Income Portfolio |
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9,473,745 |
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10,057,446 |
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Fidelity U.S. Bond Index Fund |
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13,000,118 |
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12,474,040 |
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Fidelity Money Market Trust, Retirement |
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Government Money Market Portfolio |
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8,816,600 |
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7,176,036 |
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Fidelity Low-priced Stock Fund |
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10,216,884 |
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11,255,766 |
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Fidelity Contrafund |
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10,563,030 |
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8,973,246 |
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Janus Enterprise Fund |
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5,333,323 |
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4,127,066 |
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Fidelity Freedom Income Fund |
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376,942 |
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280,895 |
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Fidelity Freedom 2000 Fund |
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742,095 |
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390,420 |
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Fidelity Freedom 2005 Fund |
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10,608 |
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18,450 |
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Fidelity Freedom 2010 Fund |
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4,671,428 |
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3,858,805 |
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Fidelity Freedom 2015 Fund |
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997,023 |
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389,913 |
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Fidelity Freedom 2020 Fund |
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3,746,561 |
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2,726,234 |
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Fidelity Freedom 2025 Fund |
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1,170,096 |
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430,117 |
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Fidelity Freedom 2030 Fund |
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1,894,229 |
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1,450,613 |
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Fidelity Freedom 2035 Fund |
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330,182 |
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152,096 |
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Fidelity Freedom 2040 Fund |
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809,844 |
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413,561 |
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Fidelity Freedom 2045 Fund |
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33,334 |
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Fidelity Freedom 2050 Fund |
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25,853 |
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Dodge and Cox Stock Fund |
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7,914,885 |
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8,663,385 |
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Allianz RCM Technology Instl Fund |
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2,151,977 |
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1,403,213 |
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First Eagle Overseas Fund |
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6,788,036 |
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7,782,109 |
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Fidelity Small Cap Stock Fund |
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1,328,358 |
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1,217,174 |
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Masters Select International Fund |
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12,553,716 |
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8,961,795 |
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American Beacon Small Cap Value Fund |
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1,297,661 |
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1,584,108 |
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Vanguard Short-Term Corporate Fund |
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2,016,172 |
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1,520,710 |
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Common stock of The Andersons, Inc. |
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10,866,467 |
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10,675,062 |
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Employee contribution receivable |
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42,392 |
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Employer contribution receivable |
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19,493 |
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Loans receivable from plan participants |
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2,839,902 |
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2,778,736 |
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Net Assets Available for Plan Benefits |
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$ |
148,737,168 |
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$ |
137,886,087 |
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See Notes to Financial Statements.
2
The Andersons, Inc. Retirement Savings Investment Plan
Statement of Changes in Net Assets Available for Plan Benefits
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Year Ended December 31 |
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2007 |
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2006 |
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Additions |
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Contributions: |
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Participants |
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$ |
5,128,856 |
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$ |
4,484,111 |
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Employer |
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2,518,358 |
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1,546,687 |
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Transfers from other qualified plans |
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624,343 |
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710,645 |
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Total contributions |
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8,271,557 |
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6,741,443 |
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Investment income: |
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Interest and dividends |
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11,373,741 |
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11,107,214 |
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Net appreciation in fair value of investments during
the year (Note 4) |
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844,952 |
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8,116,846 |
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Total additions |
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20,490,250 |
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25,965,503 |
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Deductions |
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Payments made to participants |
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9,621,810 |
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7,949,938 |
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Investment fees |
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17,359 |
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14,165 |
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Total deductions |
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9,639,169 |
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7,964,103 |
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Net Increase |
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10,851,081 |
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18,001,400 |
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Net Assets Available for Plan Benefits - Beginning of year |
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137,886,087 |
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119,884,687 |
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Net Assets Available for Plan Benefits - End of year |
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$ |
148,737,168 |
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$ |
137,886,087 |
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See Notes to Financial Statements.
3
The Andersons, Inc. Retirement Savings Investment Plan
Notes to Financial Statements
December 31, 2007 and 2006
Note 1 Significant Accounting Policies
The accounting records of The Andersons, Inc. Retirement Savings Investment Plan (the
Plan) are maintained on the accrual basis by The Andersons, Inc. (the Plan
Sponsor). Plan assets are maintained by Fidelity Management Trust Company (the
Trustee) and monitored by the pension committee established by the Plan Sponsor.
The preparation of the financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of additions and deductions during the reporting
period. Actual results could differ from those estimates.
Unpaid withdrawals due to terminated participants have not been deducted in determining
net assets available for benefits for financial reporting purposes or from total assets
in the Plans annual return on Form 5500. These amounts totaled $37,642 and $1,676,327
at December 31, 2007 and 2006, respectively. Benefits are recorded when paid.
Investments are stated at fair value. The fair values of the Plans investments in
mutual funds are based on net asset values on the last business day of the plan year.
The fair value of the Plans investments in The Andersons, Inc. common stock is based
on NASDAQ closing market prices on the last business day of each plan year.
Participant loans are stated at their outstanding balances, which approximate fair
value.
Investment securities are exposed to various risks, such as interest rate, market, and
credit. It is at least reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could materially affect
the statement of net assets available for plan benefits.
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards No. 157, Fair Value Measurements, (SFAS 157). SFAS 157
defines fair value, establishes a framework for measuring fair value in accordance with
generally accepted accounting principles, and expands disclosures about fair value
measurements. The provisions of SFAS 157 are effective for the fiscal year beginning
after November 15, 2007. The Plan Sponsor is currently evaluating the impact, if any,
of the provisions of SFAS 157 on the Plans financial statements.
4
The Andersons, Inc. Retirement Savings Investment Plan
Notes to Financial Statements
December 31, 2007 and 2006
Note 2 Description of the Plan
The Plan is a defined contribution plan that covers substantially all employees of The
Andersons, Inc. and its wholly owned subsidiary, The Andersons Mower Center, Inc. The
Plan provides for retirement, disability, and death benefits for participants who meet
certain eligibility requirements, including attaining age 21. Full-time employees are
eligible to begin deferring money into the Plan on the first day of the month after
being hired. Part-time employees are eligible to begin deferring money into the Plan
upon meeting the one year of service requirement. Employer-matching contributions are
to be made only after a participant has one year of service and 1,000 hours of service.
Employee contributions may be made by salary reduction up to 50 percent of annual
compensation (in .50 percent increments) subject to the maximum annual contribution
allowed by law. Effective January 1, 2007, the Plan was amended and restated in its
entirety to provide a required minimum matching employer contribution of 3 percent of a
participants compensation plus 50 percent of each participants deferral contributions
in excess of 3 percent, but not in excess of 5 percent of the participants
compensation deferred, subject to limitations in the Internal Revenue Code. Prior to
January 1, 2007, employer-matching contributions were made at the rate of 50 percent of
employee contributions, with a maximum annual contribution of 3 percent of annual
compensation. Participants vest ratably over five years in the employers matching
contributions. Participants are fully vested in their contributions to the Plan.
The Plan may accept rollover contributions from IRAs or from other qualified defined
benefit or contribution plans of The Andersons, Inc. or participants former employers.
Forfeited balances of terminated accounts are used to reduce future employer
contributions. The balance of forfeited nonvested accounts was not material in 2007 or
2006. The Plan Sponsor may make supplemental contributions to the Plan at its sole
discretion. Supplemental contributions were $210,000 and $0 for the years ended
December 31, 2007 and 2006, respectively.
Each participant directs Fidelity Management Trust Company to invest any or all of his
or her account among various investment options, including an option to invest in the
common stock of The Andersons, Inc.
No assets of any participant account may be used for the benefit of any other account
or participant.
The Plan Sponsor has the right under the Plan to terminate the Plan and the trust at
any time. In the event of termination of the Plan, participants become fully vested in
their individual accounts.
5
The Andersons, Inc. Retirement Savings Investment Plan
Notes to Financial Statements
December 31, 2007 and 2006
Note 2 Description of the Plan (Continued)
Additional information about the plan agreement and limitations on contributions is
available from the human resources department of the Plan Sponsor or from designated
individuals at the participating employers.
Participants may borrow up to 50 percent of their vested account balances. The minimum
loan amount is $1,000 and the maximum is $50,000. Each participant may only have one
loan outstanding and each loan bears interest at a fixed rate equal to the prime rate
at the end of the quarter previous to initiation of the loan plus 1 percent.
The Plan Sponsor pays substantially all costs of administering the Plan, including
trustee fees. The Plan pays investment fees.
Note 3 Benefits
A participant is entitled to a benefit representing his or her salary reduction
contributions, the vested amount of employer contributions, and allocated income
thereon (including realized and unrealized gains and losses). Upon termination of
employment due to retirement, permanent disability, or death, a participant or his or
her beneficiary is entitled to receive distribution of the vested account balance in a
lump sum or in monthly installments.
Withdrawals of employer and employee salary reduction contributions and related income
thereon during the participants employment are prohibited unless the participant can
show immediate and extreme financial hardship as determined by the pension committee.
Note 4 Investments
The Plans investments at December 31, 2007 and 2006 are held by the Trustee. The
Plans investments (including investments bought, sold, and held during the year)
appreciated in fair value as follows:
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2007 |
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2006 |
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Net appreciation in fair value: |
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Mutual funds |
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$ |
94,973 |
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$ |
2,826,911 |
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The Andersons, Inc. common stock |
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749,979 |
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5,289,935 |
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Total |
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$ |
844,952 |
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$ |
8,116,846 |
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6
The Andersons, Inc. Retirement Savings Investment Plan
Notes to Financial Statements
December 31, 2007 and 2006
Note 5 Transactions with Parties-in-interest
Fees paid by the Plan Sponsor to parties-in-interest for legal, accounting, and other
services rendered to the Plan are based on customary and reasonable rates for such
services. In addition, certain investments held by the Plan are invested in securities
managed by the Plans custodian, Fidelity Investments Institutional Operations Company,
Inc.
Note 6 Income Tax Status
The Internal Revenue Service ruled on March 31, 2003, applicable for the amendments
executed February 19, 2002, that the Plan for The Andersons, Inc. and The Andersons
Mower Center, a participating employer, qualifies under Section 401(a) of the Internal
Revenue Code (the Code) and that the trust, therefore, is exempt from taxation. The
Plan is required to operate in conformity with the Internal Revenue Code and ERISA to
maintain its tax-exempt status. The Plans administrator is not aware of any course of
action or events that have occurred that might adversely affect the Plans qualified
status.
7
The Andersons, Inc. Retirement Savings Investment Plan
Schedule of Assets Held at End of Year
Form 5500, Schedule H, Item 4i
EIN 34-1562374, Plan No. 003
December 31, 2007
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Issuer |
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Identity of Issue |
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Cost |
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Fair Value |
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Fidelity Investments |
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Spartan U.S. Equity Index Fund - Mutual fund |
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* |
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$ |
17,126,781 |
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Fidelity Investments |
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Fidelity Magellan Fund - Mutual fund |
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* |
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11,579,433 |
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Fidelity Investments |
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Fidelity Growth and Income Portfolio - Mutual fund |
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* |
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9,473,745 |
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Fidelity Investments |
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Fidelity U.S. Bond Index Fund - Mutual fund |
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* |
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13,000,118 |
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Fidelity Investments |
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Fidelity Money Market Trust, Retirement |
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Government
Money Market Portfolio - Mutual fund |
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* |
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8,816,600 |
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Fidelity Investments |
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Fidelity Low-priced Stock Fund - Mutual fund |
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* |
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10,216,884 |
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Fidelity Investments |
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Fidelity Contrafund - Mutual fund |
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* |
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10,563,030 |
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Fidelity Investments |
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Janus Enterprise Fund - Mutual fund |
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* |
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5,333,323 |
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Fidelity Investments |
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Fidelity Freedom Income Fund - Mutual fund |
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* |
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376,942 |
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Fidelity Investments |
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Fidelity Freedom 2000 Fund - Mutual fund |
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* |
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742,095 |
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Fidelity Investments |
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Fidelity Freedom 2005 Fund - Mutual fund |
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* |
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10,608 |
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Fidelity Investments |
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Fidelity Freedom 2010 Fund - Mutual fund |
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* |
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4,671,428 |
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Fidelity Investments |
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Fidelity Freedom 2015 Fund - Mutual fund |
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* |
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997,023 |
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Fidelity Investments |
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Fidelity Freedom 2020 Fund - Mutual fund |
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* |
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3,746,561 |
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Fidelity Investments |
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Fidelity Freedom 2025 Fund - Mutual fund |
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* |
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1,170,096 |
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Fidelity Investments |
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Fidelity Freedom 2030 Fund - Mutual fund |
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* |
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1,894,229 |
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Fidelity Investments |
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Fidelity Freedom 2035 Fund - Mutual fund |
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* |
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|
330,182 |
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Fidelity Investments |
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Fidelity Freedom 2040 Fund - Mutual fund |
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* |
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809,844 |
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Fidelity Investments |
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Fidelity Freedom 2045 Fund - Mutual fund |
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* |
|
|
33,334 |
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Fidelity Investments |
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Fidelity Freedom 2050 Fund - Mutual fund |
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25,853 |
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Fidelity Investments |
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Dodge and Cox Stock Fund - Mutual fund |
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* |
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7,914,885 |
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Fidelity Investments |
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Allianz RCM Technology Instl Fund - Mutual fund |
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* |
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|
2,151,977 |
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Fidelity Investments |
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First Eagle Overseas Fund - Mutual fund |
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* |
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6,788,036 |
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Fidelity Investments |
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Fidelity Small Cap Stock Fund - Mutual fund |
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* |
|
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1,328,358 |
|
Fidelity Investments |
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Masters Select International Fund - Mutual fund |
|
* |
|
|
12,553,716 |
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Fidelity Investments |
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American Beacon Small Cap Value Fund - Mutual fund |
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* |
|
|
1,297,661 |
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Fidelity Investments |
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Vanguard Short-Term Corporate Fund - Mutual fund |
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* |
|
|
2,016,172 |
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The Andersons, Inc. |
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The Andersons, Inc. common stock |
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* |
|
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10,866,467 |
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Participants |
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Participant loans with interest ranging from 5.00 percent to 10.00 percent |
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2,839,902 |
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Total |
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$ |
148,675,283 |
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* |
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Cost information is not required. |
Schedule
1
Page 1
SIGNATURES
Pursuant to the requirements of the Securities Exchange act of 1934, the Plan Administrator has
duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly
authorized.
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The Andersons, Inc. Retirement Savings Investment Plan |
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(Name of Plan)
The Andersons, Inc.
(Registrant)
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Date: June 30, 2008 |
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By /s/Michael J. Anderson
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Michael J. Anderson |
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President and Chief Executive Officer |
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Date: June 30, 2008 |
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By /s/Richard R. George
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Richard R. George |
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Vice President, Controller and
CIO
(Principal Accounting Officer) |
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Date: June 30, 2008 |
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By /s/Gary L. Smith
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Gary L. Smith |
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Vice President, Finance and Treasurer
(Principal Financial Officer) |
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