Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
 
ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,June 30, 2017
¨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.)
1947 Briarfield Boulevard, 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,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. 
Large accelerated filerýAccelerated Filer¨
Non-accelerated filer
¨

Smaller reporting company¨
Emerging growth company
¨

  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨
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 28.4 million common shares outstanding, no par value, at April 27,July 28, 2017.

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


Part I. Financial Information


Item 1. Financial Statements

The Andersons, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)(In thousands)
The Andersons, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)(In thousands)
The Andersons, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)(In thousands)
March 31,
2017
 December 31,
2016
 March 31,
2016
June 30,
2017
 December 31,
2016
 June 30,
2016
Assets          
Current assets:          
Cash and cash equivalents$29,645
 $62,630
 $46,301
$18,934
 $62,630
 $31,383
Restricted cash752
 471
 718
1,033
 471
 987
Accounts receivable, net190,628
 194,698
 207,740
186,331
 194,698
 212,588
Inventories (Note 2)641,294
 682,747
 703,452
463,205
 682,747
 486,236
Commodity derivative assets – current (Note 5)48,049
 45,447
 61,316
11,619
 45,447
 115,924
Other current assets83,623
 72,133
 76,575
59,873
 72,133
 48,754
Assets held for sale (Note 16)10,028
 
 
Total current assets993,991
 1,058,126
 1,096,102
751,023
 1,058,126
 895,872
Other assets:          
Commodity derivative assets – noncurrent (Note 5)339
 100
 371
1,191
 100
 1,934
Goodwill63,934
 63,934
 63,934
Goodwill (Note 17)23,105
 63,934
 63,934
Other intangible assets, net103,057
 106,100
 117,023
113,492
 106,100
 113,245
Other assets, net8,108
 10,411
 5,803
8,686
 10,411
 6,549
Equity method investments208,993
 216,931
 236,083
215,794
 216,931
 238,478
384,431
 397,476
 423,214
362,268
 397,476
 424,140
Rail Group assets leased to others, net (Note 3)342,936
 327,195
 337,661
375,092
 327,195
 340,136
Property, plant and equipment, net (Note 3)440,395
 450,052
 462,661
423,042
 450,052
 447,267
Total assets$2,161,753
 $2,232,849
 $2,319,638
$1,911,425
 $2,232,849
 $2,107,415

The Andersons, Inc.
Condensed Consolidated Balance Sheets (continued)
(Unaudited)(In thousands)
The Andersons, Inc.
Condensed Consolidated Balance Sheets (continued)
(Unaudited)(In thousands)
The Andersons, Inc.
Condensed Consolidated Balance Sheets (continued)
(Unaudited)(In thousands)
March 31,
2017
 December 31,
2016
 March 31,
2016
June 30,
2017
 December 31,
2016
 June 30,
2016
Liabilities and equity          
Current liabilities:          
Short-term debt (Note 4)$255,000
 $29,000
 $274,002
$124,000
 $29,000
 $179,404
Trade and other payables276,834
 581,826
 367,338
267,194
 581,826
 302,413
Customer prepayments and deferred revenue81,628
 48,590
 100,384
15,113
 48,590
 18,252
Commodity derivative liabilities – current (Note 5)29,914
 23,167
 33,394
18,104
 23,167
 43,183
Accrued expenses and other current liabilities65,952
 69,648
 65,129
69,256
 69,648
 71,169
Current maturities of long-term debt (Note 4)56,144
 47,545
 54,044
62,482
 47,545
 53,720
Total current liabilities765,472
 799,776
 894,291
556,149
 799,776
 668,141
Other long-term liabilities36,125
 27,833
 27,463
34,441
 27,833
 30,430
Commodity derivative liabilities – noncurrent (Note 5)450
 339
 874
334
 339
 2,182
Employee benefit plan obligations34,832
 35,026
 46,151
36,837
 35,026
 44,902
Long-term debt, less current maturities (Note 4)365,971
 397,065
 402,360
354,066
 397,065
 398,746
Deferred income taxes181,541
 182,113
 179,780
181,806
 182,113
 179,911
Total liabilities1,384,391
 1,442,152
 1,550,919
1,163,633
 1,442,152
 1,324,312
Commitments and contingencies (Note 13)
 
 

 
 
Shareholders’ equity:          
Common shares, without par value (63,000 shares authorized; 29,430 shares issued at 3/31/2017, 12/31/16 and 3/31/2016)96
 96
 96
Common shares, without par value (63,000 shares authorized; 29,430 shares issued at 6/30/2017, 12/31/16 and 6/30/2016)96
 96
 96
Preferred shares, without par value (1,000 shares authorized; none issued)
 
 

 
 
Additional paid-in-capital220,366
 222,910
 217,050
222,261
 222,910
 219,489
Treasury shares, at cost (1,074, 1,201 and 1,185 shares at 3/31/2017, 12/31/16 and 3/31/2016, respectively)(40,727) (45,383) (44,774)
Treasury shares, at cost (1,080, 1,201 and 1,190 shares at 6/30/2017, 12/31/16 and 6/30/2016, respectively)(40,945) (45,383) (44,970)
Accumulated other comprehensive loss(11,964) (12,468) (18,327)(11,993) (12,468) (17,094)
Retained earnings601,560
 609,206
 596,115
570,406
 609,206
 606,177
Total shareholders’ equity of The Andersons, Inc.769,331
 774,361
 750,160
739,825
 774,361
 763,698
Noncontrolling interests8,031
 16,336
 18,559
7,967
 16,336
 19,405
Total equity777,362
 790,697
 768,719
747,792
 790,697
 783,103
Total liabilities and equity$2,161,753
 $2,232,849
 $2,319,638
$1,911,425
 $2,232,849
 $2,107,415
See Notes to Condensed Consolidated Financial Statements


The Andersons, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)(In thousands, except per share data)
 
Three months ended March 31,Three months ended June 30, Six months ended June 30,
2017 20162017 2016 2017 2016
Sales and merchandising revenues$852,016
 $887,879
$993,662
 $1,064,244
 $1,845,678
 $1,952,123
Cost of sales and merchandising revenues775,558
 820,124
905,828
 967,202
 1,681,386
 1,787,326
Gross profit76,458
 67,755
87,834
 97,042
 164,292
 164,797
Operating, administrative and general expenses81,947
 79,881
69,928
 75,405
 151,875
 155,286
Goodwill impairment42,000
 
 42,000
 
Interest expense6,100
 7,051
5,988
 6,554
 12,088
 13,605
Other income (loss):          
Equity in earnings (losses) of affiliates, net(1,878) (6,977)6,385
 2,344
 4,507
 (4,633)
Other income, net7,897
 3,246
4,632
 5,682
 12,529
 8,928
Income (loss) before income taxes(5,570) (22,908)(19,065) 23,109
 (24,635) 201
Income tax provision (benefit)(2,535) (7,286)7,652
 7,668
 5,117
 382
Net income (loss)(3,035) (15,622)(26,717) 15,441
 (29,752) (181)
Net income (loss) attributable to the noncontrolling interests54
 (926)(64) 1,018
 (10) 92
Net income (loss) attributable to The Andersons, Inc.$(3,089) $(14,696)$(26,653) $14,423
 $(29,742) $(273)
Per common share:          
Basic earnings (losses) attributable to The Andersons, Inc. common shareholders$(0.11) $(0.52)
Diluted earnings (losses) attributable to The Andersons, Inc. common shareholders$(0.11) $(0.52)
Basic earnings (loss) attributable to The Andersons, Inc. common shareholders$(0.94) $0.51
 $(1.05) $(0.01)
Diluted earnings (loss) attributable to The Andersons, Inc. common shareholders$(0.94) $0.51
 $(1.05) $(0.01)
Dividends declared$0.160
 $0.155
$0.160
 $0.155
 $0.320
 $0.310
See Notes to Condensed Consolidated Financial Statements


The Andersons, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)(In thousands)
 
Three months ended March 31,Three months ended June 30, Six months ended June 30,
2017 20162017 2016 2017 2016
Net income (loss)$(3,035) $(15,622)$(26,717) $15,441
 $(29,752) $(181)
Other comprehensive income (loss), net of tax:          
Change in fair value of debt securities (net of income tax of $0 and $74)
 (126)
Change in unrecognized actuarial loss and prior service cost (net of income tax of $7 and $(10) - Note 8)(10) 173
Foreign currency translation adjustments (net of income tax of $0 and $0)514
 2,505
Cash flow hedge activity (net of income tax of $0 and $(35))
 60
Change in fair value of debt securities (net of income tax of $0, $0, $0 and $74)
 
 
 (126)
Change in unrecognized actuarial loss and prior service cost (net of income tax of $(628), $653, $(635) and $663 - Note 8)(988) 1,121
 (998) 1,294
Foreign currency translation adjustments (net of income tax of $0, $0, $0 and $0)959
 52
 1,473
 2,557
Cash flow hedge activity (net of income tax of $0, $36, $0, and $72)
 60
 
 120
Other comprehensive income (loss)504
 2,612
(29) 1,233
 475
 3,845
Comprehensive income (loss)(2,531) (13,010)(26,746) 16,674
 (29,277) 3,664
Comprehensive income (loss) attributable to the noncontrolling interests54
 (926)(64) 1,018
 (10) 92
Comprehensive income (loss) attributable to The Andersons, Inc.$(2,585) $(12,084)$(26,682) $15,656
 $(29,267) $3,572
See Notes to Condensed Consolidated Financial Statements


The Andersons, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)(In thousands)
Three months ended March 31,Six months ended June 30,
2017 20162017 2016
Operating Activities      
Net income (loss)$(3,035) $(15,622)$(29,752) $(181)
Adjustments to reconcile net income (loss) to cash used in operating activities:      
Depreciation and amortization21,003
 20,902
42,878
 41,379
Bad debt expense629
 424
839
 491
Equity in (earnings) losses of affiliates, net of dividends1,931
 7,033
(3,793) 7,181
Gains on sale of facilities and investments in affiliates


(4,701) (685)(4,701) (685)
Gains on sale of Rail Group assets and related leases(3,609) (2,443)(4,984) (4,725)
Deferred income taxes(628) (988)(628) (1,601)
Stock-based compensation expense1,220
 1,473
2,935
 3,696
Goodwill impairment expense42,000
 
Other(94) (20)(2,339) 234
Changes in operating assets and liabilities:      
Accounts receivable7,563
 (37,474)13,086
 (43,650)
Inventories33,456
 43,947
213,064
 224,368
Commodity derivatives4,017
 (15,630)27,670
 (60,443)
Other assets(9,375) 1,526
10,629
 35,612
Payables and other accrued expenses(277,612) (270,296)(352,133) (396,037)
Net cash provided by (used in) operating activities(229,235) (267,853)(45,229) (194,361)
Investing Activities      
Acquisition of business, net of cash acquired(3,507) 
Purchases of Rail Group assets(25,074) (7,340)(66,506) (27,504)
Proceeds from sale of Rail Group assets5,621
 4,967
9,390
 10,397
Purchases of property, plant and equipment and capitalized software(5,608) (12,305)(15,976) (34,443)
Proceeds from sale of property, plant and equipment125
 206
646
 173
Proceeds from returns of investments in affiliates
 (22)
 15,013
Proceeds from sale of facilities and investments

13,787
 15,013
13,788
 54,330
Purchase of investments(1,817) 
(2,429) (2,523)
Change in restricted cash(281) (269)
Other437
 (538)
Net cash provided by (used in) investing activities(13,247) 250
(64,157) 14,905
Financing Activities      
Net change in short-term borrowings226,000
 258,000
93,941
 164,000
Proceeds from issuance of long-term debt15,175
 76,908
15,175
 77,564
Proceeds from long-term financing arrangement10,396
 
10,396
 
Payments of long-term debt(37,852) (80,399)(42,849) (85,177)
Proceeds from sale of treasury shares to employees and directors511
 1,275
473
 1,282
Payments of debt issuance costs(33) (299)(2,024) (309)
Dividends paid(4,483) (4,338)(8,984) (8,679)
Other(217) (993)(438) (1,592)
Net cash provided by (used in) financing activities209,497
 250,154
65,690
 147,089
Decrease in cash and cash equivalents(32,985) (17,449)(43,696) (32,367)
Cash and cash equivalents at beginning of period62,630
 63,750
62,630
 63,750
Cash and cash equivalents at end of period$29,645
 $46,301
$18,934
 $31,383
See Notes to Condensed Consolidated Financial Statements

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
Common
Shares
 
Additional
Paid-in
Capital
 
Treasury
Shares
 
Accumulated
Other
Comprehensive
Loss
 
Retained
Earnings
 
Noncontrolling
Interests
 Total
Balance at December 31, 2015$96
 $222,848
 $(52,902) $(20,939) $615,151
 $19,485
 $783,739
$96
 $222,848
 $(52,902) $(20,939) $615,151
 $19,485
 $783,739
Net income (loss)        (14,696) (926) (15,622)        (273) 92
 (181)
Other comprehensive income (loss)      2,612
     2,612
      3,845
     3,845
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
Other change in noncontrolling interest          (172) (172)
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $424 (207 shares)  (3,379) 7,932
       4,553
Dividends declared ($0.31 per common share)        (8,681)   (8,681)
Restricted share award dividend equivalents  20
     (20)   
Balance at June 30, 2016$96
 $219,489
 $(44,970) $(17,094) $606,177
 $19,405
 $783,103
                          
Balance at December 31, 2016$96
 $222,910
 $(45,383) $(12,468) $609,206
 $16,336
 $790,697
$96
 $222,910
 $(45,383) $(12,468) $609,206
 $16,336
 $790,697
Net income (loss)        (3,089) 54
 (3,035)        (29,742) (10) (29,752)
Other comprehensive income (loss)      504
     504
      475
     475
Other change in noncontrolling interest          (8,359) (8,359)          (8,359) (8,359)
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $(323) (126 shares)  (2,549) 4,604
       2,055
Dividends declared ($0.16 per common share)        (4,500)   (4,500)
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $(323) (122 shares)  (654) 4,386
       3,732
Dividends declared ($0.32 per common share)        (9,001)   (9,001)
Restricted share award dividend equivalents  $5
 $52
   $(57)   
  5
 52
   (57)   
Balance at March 31, 2017$96
 $220,366
 $(40,727) $(11,964) $601,560
 $8,031
 $777,362
Balance at June 30, 2017$96
 $222,261
 $(40,945) $(11,993) $570,406
 $7,967
 $747,792
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, 2017. An unaudited Condensed Consolidated Balance Sheet as of March 31,June 30, 2016 has been included as the Company operates in several seasonal industries.
The Condensed Consolidated Balance Sheet data at December 31, 2016 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. 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, 2016 (the “2016 Form 10-K”).
New Accounting Standards
Revenue Recognition
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue From Contracts With Customers. The FASB issued subsequent amendments to the initial guidance in August 2015, March 2016, April 2016, May 2016, and December 2016 within ASU 2015-14, ASU 2016-08, ASU 2016-10 ASU 2016-12 and ASU 2016-20, respectively.  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. These standards are effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted. The Company plans on using the modified retrospective method of adoption and does not plan to early adopt.
While we are still continuing to evaluate the potential future impact of these standards on our financial statements, we believe the following items may be impacted upon adoption:
- Methodology for recognizing certain fee-based arrangements within our Grain and Ethanol segments;
- Determination of whether we are the principal or agent for certain revenue streams within several of our segments;
- Methodology for recognizing gains on certain sale transactions within our Rail segmentsegment.
Our evaluation of these standards, which includes reviewing representative samples of customer contracts, considers the amount and timing of revenues recognized, financial statement presentation, and required disclosures.
Leasing
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU 2016-02 supersedes the current accounting for leases. The new standard, while retaining two distinct types of leases, finance and operating, (i) requires lessees to record a right of use asset and a related liability for the rights and obligations associated with a lease, regardless of lease classification, and recognize lease expense in a manner similar to current accounting, (ii) eliminates current real estate specific lease provisions, (iii) modifies the lease classification criteria and (iv) aligns many of the underlying lessor model principles with those in the new revenue standard. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within. Early adoption is permitted, however the Company does not plan to early adopt. Entities are required to use a modified retrospective approach when transitioning to ASU 2016-02 for leases that exist as of or are entered into after the beginning of the earliest comparative period presented in the financial statements.
The Company expects this standard to have the effect of bringing substantially all of the off balance-sheet rail assets currently in nonrecourse financing deals noted in Item 2 of Form 10-Q onto the balance sheet along with a corresponding liability for the

associated obligations. Additionally, we have other arrangements currently classified as operating leases which will be recorded as a right of use asset and corresponding liability on the balance sheet. The magnitude of these items is substantially less than the rail assets that will be recorded on the balance sheet. We expect any impact to the statement of operations to be minimal post adoption.
Other applicable standards
In May 2017, the FASB issued Accounting Standards Update No. 2017-09 Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. This standard states that if the vesting conditions, fair value, and classification of the awards are the same immediately before and after the modification an entity would not apply modification accounting. The ASU is effective for annual periods beginning after December 15, 2017. Early adoption is permitted, however the Company has not chosen to do so at this time. The Company does not expect the impact from adoption of this standard to be material.
In March 2017, the FASB issued Accounting Standards Update No. 2017-07 Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This standard requires that the service cost component be reported in the same line item as other compensation costs arising from services rendered by the employees during the period. The other components of net benefit costs should be presented in the income statement separately from the service cost component and outside of income from operations if that subtotal is presented. The ASU is effective for annual periods beginning after December 15, 2017. The Company is currently evaluating the impact this standard will have on its Consolidated Financial Statements and disclosures.
In January 2017, the FASB issued ASU No. 2017-04 Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. The ASU is effective prospectively for fiscal years beginning after December 15, 2019. Early adoption is permitted, howeverand the Company has not done so at this time. The Company is currently evaluating the impactelected to implement this standard will have on its Consolidated Financial Statements and disclosures.in the current quarter.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This standard clarifies how companies present and classify certain cash receipts and payments in the statement of cash flows. The standard is effective for annual and interim periods beginning after December 15, 2017. At adoption, the Company will elect to continue classifying distributions from equity method investments using the cumulative earnings approach which is consistent with current practice.
In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments. This update changes the accounting for credit losses on loans and held-to-maturity debt securities and requires a current expected credit loss (CECL) approach to determine the allowance for credit losses. This includes allowances for trade receivables. The Company has not historically incurred significant credit losses and does not currently anticipate circumstances that would lead to a CECL approach differing from the Company's existing allowance estimates in a material way. The guidance is effective for fiscal years beginning after December 15, 2019 with a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. Early adoption is permitted, however the Company does not plan to do so.
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 implemented this standard in the current quarter and elected not to adjust the prior periods. It did not have a material impact on the Company's Consolidated Financial Statements and disclosures.
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 does not expect the impact from adoption of this standard to be material to currently held financial assets and liabilities.



2. Inventories
Major classes of inventories are as follows:
(in thousands)March 31,
2017
 December 31,
2016
 March 31,
2016
June 30,
2017
 December 31,
2016
 June 30,
2016
Grain$443,870
 $495,139
 $450,414
$373,863
 $495,139
 $348,757
Ethanol and co-products15,549
 10,887
 11,895
14,041
 10,887
 15,298
Plant nutrients and cob products165,584
 150,259
 207,109
69,365
 150,259
 91,227
Retail merchandise11,082
 20,678
 27,792
906
 20,678
 25,161
Railcar repair parts5,209
 5,784
 6,185
5,030
 5,784
 5,793
Other
 
 57
$641,294
 $682,747
 $703,452
$463,205
 $682,747
 $486,236

Inventories on the Condensed Consolidated Balance Sheets at March 31,June 30, 2017, December 31, 2016 and March 31,June 30, 2016 do not include 2.70.8 million, 0.9 million and 2.84.0 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, net are as follows:
(in thousands)March 31,
2017
 December 31,
2016
 March 31,
2016
June 30,
2017
 December 31,
2016
 June 30,
2016
Land$29,331
 $30,672
 $30,138
$23,566
 $30,672
 $28,472
Land improvements and leasehold improvements78,798
 79,631
 77,531
71,236
 79,631
 77,849
Buildings and storage facilities321,344
 322,856
 304,276
298,077
 322,856
 290,528
Machinery and equipment388,230
 392,418
 377,879
382,321
 392,418
 374,107
Construction in progress13,113
 12,784
 47,755
7,372
 12,784
 51,672
830,816
 838,361
 837,579
782,572
 838,361
 822,628
Less: accumulated depreciation390,421
 388,309
 374,918
359,530
 388,309
 375,361
$440,395
 $450,052
 $462,661
$423,042
 $450,052
 $447,267
Depreciation expense on property, plant and equipment was $12.1$24.1 million and $12.1$23.8 million for the six months ended June 30, 2017 and 2016, respectively.Additionally, depreciation expense on property, plant and equipment was $12.0 million and $11.6 million for the three months ended March 31,June 30, 2017 and 2016, respectively.
In December 2016, the Company recorded charges totaling $6.0 million for impairment of property, plant and equipment in the Retail business. This does not include $0.5 million of impairment charges related to software. The Company wrote down the value of these assets to the extent their carrying amounts exceeded fair value. The Company classified the significant assumptions used to determine fair value of the impaired assets as Level 3 inputs in the fair value hierarchy.
In December 2016, the Company also recorded charges totaling $2.3 million for impairment of property, plant and equipment in the Plant Nutrient segment due to the closing of a cob facility.
Rail Group Assets
The components of Rail Group assets leased to others are as follows:
(in thousands)March 31,
2017
 December 31,
2016
 March 31,
2016
June 30,
2017
 December 31,
2016
 June 30,
2016
Rail Group assets leased to others$448,761
 $431,571
 $436,948
$482,524
 $431,571
 $442,239
Less: accumulated depreciation105,825
 104,376
 99,287
107,432
 104,376
 102,103
$342,936
 $327,195
 $337,661
$375,092
 $327,195
 $340,136

Depreciation expense on Rail Group assets leased to others amounted to $4.7$9.7 million and $4.6$9.3 million for the six months ended June 30, 2017 and 2016, respectively. Additionally, depreciation expense on Rail Group assets leased to others amounted to $5.0 million and $4.7 million for the three months ended March 31,June 30, 2017 and 2016, respectively.


4. Debt
TheOn April 13, 2017, the Company is party to borrowing arrangementsamended its line of credit agreement with a syndicate of banks. See Note 5The amended agreement provides for a credit facility in the Company’s 2016 Form 10-K for a descriptionamount of these arrangements.$800 million. Total borrowing capacity for the Company under all lines of credit is currently at $871.3$820.0 million, including $21.3$20.0 million of debt of The Andersons Denison Ethanol LLC ("TADE"), which is non-recourse to the Company. At March 31,June 30, 2017, the Company had a total of $553.6$633.5 million available for borrowing under its lines of credit. The Company's borrowing capacity is reduced by a combination of outstanding borrowings and letters of credit. The Company was in compliance with all financial covenants as of March 31,June 30, 2017.
The Company’s short-term and long-term debt at March 31,June 30, 2017December 31, 2016 and March 31,June 30, 2016 consisted of the following:
(in thousands)March 31,
2017
 December 31,
2016
 March 31,
2016
June 30,
2017
 December 31,
2016
 June 30,
2016
Short-term Debt – Non-Recourse$
 $
 $
Short-term Debt - Recourse$255,000
 $29,000
 $274,002
$124,000
 $29,000
 $179,404
Total Short-term Debt255,000
 29,000
 274,002
124,000
 29,000
 179,404
          
Current Maturities of Long-term Debt – Non-Recourse
 
 
Current Maturities of Long-term Debt – Recourse56,144
 47,545
 54,044
62,482
 47,545
 53,720
Total Current Maturities of Long-term Debt56,144
 47,545
 54,044
62,482
 47,545
 53,720
          
Long-term Debt, Less: Current Maturities – Non-Recourse
 
 
Long-term Debt, Less: Current Maturities – Recourse365,971
 397,065
 402,360
354,066
 397,065
 398,746
Total Long-term Debt, Less: Current Maturities$365,971
 $397,065
 $402,360
$354,066
 $397,065
 $398,746


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. These contracts are primarily traded 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.


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 futures, 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 futures, 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,June 30, 2017December 31, 2016 and March 31,June 30, 2016, 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, 2017 December 31, 2016 March 31, 2016June 30, 2017 December 31, 2016 June 30, 2016
(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
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)$(2,769) $
 $28,273
 $
 $27,498
 $
$15,452
 $
 $28,273
 $
 $38,252
 $(480)
Fair value of derivatives32,310
 
 1,599
 
 11,389
 
(12,835) 
 1,599
 
 13,491
 1,480
Balance at end of period$29,541
 $
 $29,872
 $
 $38,887
 $
$2,617
 $
 $29,872
 $
 $51,743
 $1,000

The following table presents, on a gross basis, current and noncurrent commodity derivative assets and liabilities:
March 31, 2017June 30, 2017
(in thousands)Commodity Derivative Assets - Current Commodity Derivative Assets - Noncurrent Commodity Derivative Liabilities - Current Commodity Derivative Liabilities - Noncurrent TotalCommodity Derivative Assets - Current Commodity Derivative Assets - Noncurrent Commodity Derivative Liabilities - Current Commodity Derivative Liabilities - Noncurrent Total
Commodity derivative assets$57,499
 $341
 $554
 $3
 $58,397
$26,101
 $1,201
 $4,404
 $2
 $31,708
Commodity derivative liabilities(6,681) (2) (30,468) (453) (37,604)(29,934) (10) (22,508) (336) (52,788)
Cash collateral(2,769) 
 
 
 (2,769)15,452
 
 
 
 15,452
Balance sheet line item totals$48,049
 $339
 $(29,914) $(450) $18,024
$11,619
 $1,191
 $(18,104) $(334) $(5,628)
 December 31, 2016
(in thousands)Commodity Derivative Assets - Current Commodity Derivative Assets - Noncurrent Commodity Derivative Liabilities - Current Commodity Derivative Liabilities - Noncurrent Total
Commodity derivative assets$36,146
 $140
 $1,447
 $6
 $37,739
Commodity derivative liabilities(18,972) (40) (24,614) (345) (43,971)
Cash collateral28,273
 
 
 
 28,273
Balance sheet line item totals$45,447
 $100
 $(23,167) $(339) $22,041
March 31, 2016June 30, 2016
(in thousands)Commodity Derivative Assets - Current Commodity Derivative Assets - Noncurrent Commodity Derivative Liabilities - Current Commodity Derivative Liabilities - Noncurrent TotalCommodity 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
$134,504
 $2,095
 $5,925
 $84
 $142,608
Commodity derivative liabilities(13,181) (11) (34,613) (879) (48,684)(56,832) (161) (48,628) (2,266) (107,887)
Cash collateral27,498
 
 
 
 27,498
38,252
 
 (480) 
 37,772
Balance sheet line item totals$61,316
 $371
 $(33,394) $(874) $27,419
$115,924
 $1,934
 $(43,183) $(2,182) $72,493


The gains and losses included in the Company’s Condensed Consolidated Statements of Operations and the line items in which they are located are as follows:
Three months ended March 31,Three months ended June 30, Six months ended June 30,
(in thousands)2017 20162017 2016 2017 2016
Gains (losses) on commodity derivatives included in cost of sales and merchandising revenues$27,025
 $(8,859)$(41,873) $34,800
 $(14,848) $25,941
The Company had the following volume of commodity derivative contracts outstanding (on a gross basis) at March 31,June 30, 2017, December 31, 2016 and March 31,June 30, 2016:
March 31, 2017June 30, 2017
Commodity (in thousands)
Number of Bushels Number of Gallons Number of Pounds Number of TonsNumber of Bushels Number of Gallons Number of Pounds Number of Tons
Non-exchange traded:              
Corn201,200
 
 
 
184,197
 
 
 
Soybeans29,015
 
 
 
31,532
 
 
 
Wheat7,956
 
 
 
7,340
 
 
 
Oats46,861
 
 
 
41,526
 
 
 
Ethanol
 178,040
 
 

 256,518
 
 
Corn oil
 
 6,279
 

 
 4,658
 
Other100
 1,000
 
 239
90
 500
 
 100
Subtotal285,132
 179,040
 6,279
 239
264,685
 257,018
 4,658
 100
Exchange traded:              
Corn104,790
 
 
 
94,895
 
 
 
Soybeans47,605
 
 
 
27,470
 
 
 
Wheat40,855
 
 
 
43,925
 
 
 
Oats1,660
 
 
 
2,290
 
 
 
Ethanol
 16,590
 
 

 3,990
 
 
Other
 
 
 15

 840
 
 60
Subtotal194,910
 16,590
 
 15
168,580
 4,830
 
 60
Total480,042
 195,630
 6,279
 254
433,265
 261,848
 4,658
 160

 December 31, 2016
Commodity (in thousands)
Number of Bushels Number of Gallons Number of Pounds Number of Tons
Non-exchange traded:       
Corn175,549
 
 
 
Soybeans20,592
 
 
 
Wheat7,177
 
 
 
Oats36,025
 
 
 
Ethanol
 215,081
 
 
Corn oil
 
 9,358
 
Other108
 1,144
 
 110
Subtotal239,451
 216,225
 9,358
 110
Exchange traded:       
Corn63,225
 
 
 
Soybeans39,005
 
 
 
Wheat45,360
 
 
 
Oats4,120
 
 
 
Ethanol
 78,120
 
 
Subtotal151,710
 78,120
 
 
Total391,161
 294,345
 9,358
 110
March 31, 2016June 30, 2016
Commodity (in thousands)
Number of Bushels Number of Gallons Number of Pounds Number of TonsNumber of Bushels Number of Gallons Number of Pounds Number of Tons
Non-exchange traded:              
Corn235,426
 
 
 
242,269
 
 
 
Soybeans21,509
 
 
 
52,599
 
 
 
Wheat12,654
 
 
 
13,100
 
 
 
Oats32,136
 
 
 
30,722
 
 
 
Ethanol
 149,374
 
 

 130,464
 
 
Corn oil
 
 3,850
 

 
 13,800
 
Other18
 
 6,234
 85
17
 
 
 128
Subtotal301,743
 149,374
 10,084
 85
338,707
 130,464
 13,800
 128
Exchange traded:              
Corn129,465
 
 
 
148,665
 
 
 
Soybeans34,315
 
 
 
46,570
 
 
 
Wheat20,950
 
 
 
22,790
 
 
 
Oats3,225
 
 
 
2,820
 
 
 
Ethanol
 1,470
 
 

 36,540
 
 
Subtotal187,955
 1,470
 
 
220,845
 36,540
 
 
Total489,698
 150,844
 10,084
 85
559,552
 167,004
 13,800
 128

At March 31,June 30, 2017, December 31, 2016 and March 31,June 30, 2016, the Company had recorded the following amounts for the fair value of the Company's interest rate derivatives:
 March 31, 2017 December 31, 2016 March 31, 2016
(in thousands)  
Derivatives not designated as hedging instruments     
Interest rate contracts included in other long term liabilities$(2,141) $(2,530) $(4,618)
Total fair value of interest rate derivatives not designated as hedging instruments$(2,141) $(2,530) $(4,618)
Derivatives designated as hedging instruments     
Interest rate contract included in other short term liabilities$
 $
 $(96)
Total fair value of interest rate derivatives designated as hedging instruments$
 $
 $(96)
 June 30, 2017 December 31, 2016 June 30, 2016
(in thousands)  
Derivatives not designated as hedging instruments     
Interest rate contracts included in other long-term liabilities$(2,158) $(2,530) $(5,422)
Total fair value of interest rate derivatives not designated as hedging instruments$(2,158) $(2,530) $(5,422)
The gains and 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,Three months ended June 30, Six months ended June 30,
(in thousands)2017 20162017 2016 2017 2016
Interest income (expense)$389
 $(1,600)$(17) $(694) $372
 $(2,294)
The Company also has foreign currency derivatives which are considered effective economic hedges of specified economic risks but which are not designated as accounting hedges. At March 31,June 30, 2017, December 31, 2016 and March 31,June 30, 2016, the Company had recorded the following amounts for the fair value of the Company's foreign currency derivatives:
March 31, 2017 December 31, 2016 March 31, 2016June 30, 2017 December 31, 2016 June 30, 2016
(in thousands)  
Derivatives not designated as hedging instruments          
Foreign currency contracts included in short term assets$(14) $(112) $1,478
Foreign currency contracts included in short-term assets (liabilities)$654
 $(112) $1,391
Total fair value of foreign currency contract derivatives not designated as hedging instruments$(14) $(112) $1,478
$654
 $(112) $1,391
The gains and 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)2017 2016
Foreign currency derivative gains included in Other income, net$98
 $1,478


 Three months ended June 30, Six months ended June 30,
(in thousands)2017 2016 2017 2016
Foreign currency derivative gains included in Other income, net$669
 $(87) $767
 $1,391


6. Employee Benefit Plans

The following are components of the net periodic benefit cost for the pension and post-retirementpostretirement benefit plans maintained by the Company for the three and six months ended March 31,June 30, 2017 and 2016:
Pension BenefitsPension Benefits
(in thousands)Three months ended March 31,Three months ended June 30, Six months ended June 30,
2017 20162017 2016 2017 2016
Service cost$
 $
$
 $
 $
 $
Interest cost39
 48
39
 48
 78
 97
Recognized net actuarial loss63
 36
63
 37
 126
 73
Benefit cost$102
 $84
$102
 $85
 $204
 $170

Post-retirement BenefitsPostretirement Benefits
(in thousands)Three months ended March 31,Three months ended June 30, Six months ended June 30,
2017 20162017 2016 2017 2016
Service cost$123
 $213
$106
 $167
 $229
 $380
Interest cost300
 405
282
 370
 582
 775
Amortization of prior service cost
 (89)
 (89) 
 (177)
Recognized net actuarial loss
 235

 149
 
 384
Benefit cost$423
 $764
$388
 $597
 $811
 $1,362

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, the tax benefit related to railroad track maintenance credit transactions, and to benefits or costs related to various permanent book to tax differences and tax credits.

For the three months ended March 31,June 30, 2017, the Company recorded an income tax benefitexpense of $2.5$7.7 million at an effective tax rate of 45.5%(40.1)%, which varied from the U.S. Federal tax rate of 35% primarily due to the recording of a 9.8% benefit related to the recognition of previously unrecognized$42.0 million goodwill impairment charge which did not provide a corresponding tax benefits.benefit. For the three months ended March 31,June 30, 2016, the Company recorded an income tax benefitexpense of $7.3$7.7 million at an effective tax rate of 31.8%33.2%.

Other thanFor the recognitionsix months ended June 30, 2017, the Company recorded income tax expense of previously$5.1 million at an effective tax rate of (20.8)%, which varied from the U.S. Federal tax rate of 35% primarily due to the recording of the $42.0 million goodwill impairment charge noted above. For the six months ended June 30, 2016, the Company recorded income tax expense of $0.4 million at an effective tax rate of 189.6% which varied from the U.S. Federal tax rate of 35% primarily due to a 174.7% discrete tax charge related to state income taxes.

During the three months ended June 30, 2017, the company agreed to a state income tax assessment that had been under appeal. The related $0.3 million reserve for unrecognized tax benefits discussed above, there havehas been no material changes to the balance of unrecognized tax benefits reported at December 31, 2016.reclassified as currently payable state income tax.


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 and six months ended March 31,June 30, 2017 and 2016:

 Changes in Accumulated Other Comprehensive Income (Loss) by Component (a) Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)
 Three months ended March 31, 2017 Three months ended June 30, 2017 Six months ended June 30, 2017
(in thousands)(in thousands) Losses on Cash Flow Hedges Foreign Currency Translation Adjustment Investment in Debt Securities Defined Benefit Plan Items Total(in thousands) Foreign Currency Translation Adjustment Defined Benefit Plan Items Total Foreign Currency Translation Adjustment Defined Benefit Plan Items Total
Beginning BalanceBeginning Balance $
 $(11,002) $
 $(1,466) $(12,468)Beginning Balance $(10,488) $(1,476) $(11,964) $(11,002) $(1,466) $(12,468)
Other comprehensive income (loss) before reclassifications 
 514
 
 (10) 504
Other comprehensive income (loss) before reclassifications 959
 (988) (29) 1,473
 (998) 475
Amounts reclassified from accumulated other comprehensive loss 
 
 
 
 
Net current-period other comprehensive income (loss)Net current-period other comprehensive income (loss) 
 514
 
 (10) 504
Net current-period other comprehensive income (loss) 959
 (988) (29) 1,473
 (998) 475
Ending balanceEnding balance $
 $(10,488) $
 $(1,476) $(11,964)Ending balance $(9,529) $(2,464) $(11,993) $(9,529) $(2,464) $(11,993)
 Changes in Accumulated Other Comprehensive Income (Loss) by Component (a) Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)
 Three months ended March 31, 2016 Three months ended June 30, 2016 Six months ended June 30, 2016
(in thousands)(in thousands) Losses on Cash Flow Hedges Foreign Currency Translation Adjustment Investment in Debt Securities Defined Benefit Plan Items Total(in thousands) Losses on Cash Flow Hedges Foreign Currency Translation Adjustment Defined Benefit Plan Items Total Losses on Cash Flow Hedges Foreign Currency Translation Adjustment Investment in Debt Securities Defined Benefit Plan Items Total
Beginning BalanceBeginning Balance $(111) $(12,041) $126
 $(8,913) $(20,939)Beginning Balance $(51) $(9,536) $(8,740) $(18,327) $(111) $(12,041) $126
 $(8,913) $(20,939)
Other comprehensive income (loss) before reclassifications

 60
 2,505
 
 229
 2,794
Other comprehensive income (loss) before reclassifications

 60
 52
 1,177
 1,289
 120
 2,557
 
 1,406
 4,083
Amounts reclassified from accumulated other comprehensive loss 
 
 (126) (56) (182)Amounts reclassified from accumulated other comprehensive loss 
 
 (56) (56) 
 
 (126) (112) (238)
Net current-period other comprehensive income (loss)Net current-period other comprehensive income (loss) 60
 2,505
 (126) 173
 2,612
Net current-period other comprehensive income (loss) 60
 52
 1,121
 1,233
 120
 2,557
 (126) 1,294
 3,845
Ending balanceEnding balance $(51) $(9,536) $
 $(8,740) $(18,327)Ending balance $9
 $(9,484) $(7,619) $(17,094) $9
 $(9,484) $
 $(7,619) $(17,094)
(a) All amounts are net of tax. Amounts in parentheses indicate debits
There were no reclassification adjustments from accumulated other comprehensive loss to net income for the three and six months ended March 31,June 30, 2017.

The following table shows the reclassification adjustments from accumulated other comprehensive loss to net income (loss) for the three and six months ended March 31,June 30, 2016:

 Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (a) Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (a)
(in thousands)(in thousands)Three months ended March 31, 2016(in thousands)Three months ended June 30, 2016 Six months ended June 30, 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 Amount Reclassified from Accumulated Other Comprehensive Income (Loss) Affected Line Item in the Statement Where Net Income Is Presented Amount Reclassified from Accumulated Other Comprehensive Income (Loss) Affected Line Item in the Statement Where Net Income Is Presented
Defined Benefit Plan Items        
Amortization of prior-service cost $(89) (b) $(89) (b) $(177) (b)
 (89) Total before tax (89) Total before tax (177) Total before tax
 33
 Income tax provision 33
 Income tax provision 65
 Income tax provision
 $(56) Net of tax $(56) Net of tax $(112) Net of tax
        
Other items        
Recognition of gain on sale of investment (200)  
 (200) 
 (200) Total before tax 
 Total before tax (200) Total before tax
 74
 Income tax provision 
 Income tax provision 74
 Income tax provision
 (126) Net of tax 
 Net of tax (126) Net of tax
        
        
Total reclassifications for the period $(182) Net of tax $(56) Net of tax (238) 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
The Company’s non-vested 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. 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.
(in thousands, except per common share data)Three months ended March 31,Three months ended June 30, Six months ended June 30,
2017 20162017 2016 2017 2016
Net income (loss) attributable to The Andersons, Inc.$(3,089) $(14,696)$(26,653) $14,423
 $(29,742) $(273)
Less: Distributed and undistributed earnings allocated to nonvested restricted stock
 3

 8
 
 5
Earnings (losses) available to common shareholders$(3,089) $(14,699)$(26,653) $14,415
 $(29,742) $(278)
Earnings per share – basic:          
Weighted average shares outstanding – basic28,281
 28,101
28,350
 28,227
 28,316
 28,164
Earnings (losses) per common share – basic$(0.11) $(0.52)$(0.94) $0.51
 $(1.05) $(0.01)
Earnings per share – diluted:          
Weighted average shares outstanding – basic28,281
 28,101
28,350
 28,227
 28,316
 28,164
Effect of dilutive awards
 

 86
 
 
Weighted average shares outstanding – diluted28,281
 28,101
28,350
 28,313
 28,316
 28,164
Earnings (losses) per common share – diluted$(0.11) $(0.52)$(0.94) $0.51
 $(1.05) $(0.01)
All outstanding share awards were antidilutive for the six and three months ended June 30, 2017 and for the six months ended June 30, 2016 as the Company experienced a net loss. There were no antidilutive stock-based awards outstanding at March 31, 2017 or March 31,for the three months ended June 30, 2016.

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,June 30, 2017, December 31, 2016 and March 31,June 30, 2016:
(in thousands)March 31, 2017June 30, 2017
Assets (liabilities)Level 1 Level 2 Level 3 TotalLevel 1 Level 2 Level 3 Total
Restricted cash752
 
 
 752
$1,033
 $
 $
 $1,033
Commodity derivatives, net (a)29,566
 (11,542) 
 18,024
2,817
 (8,445) 
 (5,628)
Provisionally priced contracts (b)(86,314) (37,643) 
 (123,957)(87,958) (30,779) 
 (118,737)
Convertible preferred securities (c)
 
 3,294
 3,294

 
 3,294
 3,294
Other assets and liabilities (d)8,518
 (2,141) 
 6,377
10,155
 (2,158) 
 7,997
Total$(47,478) $(51,326) $3,294
 $(95,510)$(73,953) $(41,382) $3,294
 $(112,041)
(in thousands)December 31, 2016December 31, 2016
Assets (liabilities)Level 1 Level 2 Level 3 TotalLevel 1 Level 2 Level 3 Total
Restricted cash471
 
 
 471
$471
 $
 $
 $471
Commodity derivatives, net (a)29,872
 (7,831) 
 22,041
29,872
 (7,831) 
 22,041
Provisionally priced contracts (b)(105,321) (64,876) 
 (170,197)(105,321) (64,876) 
 (170,197)
Convertible preferred securities (c)
 
 3,294
 3,294

 
 3,294
 3,294
Other assets and liabilities (d)9,391
 (2,530) 
 6,861
9,391
 (2,530) 
 6,861
Total$(65,587) $(75,237) $3,294
 $(137,530)$(65,587) $(75,237) $3,294
 $(137,530)
(in thousands)March 31, 2016June 30, 2016
Assets (liabilities)Level 1 Level 2 Level 3 TotalLevel 1 Level 2 Level 3 Total
Cash equivalents$25,496
 $
 $
 $25,496
$11,578
 $
 $
 $11,578
Restricted cash718
 
 
 718
987
 
 
 987
Commodity derivatives, net (a)38,070
 (10,651) 
 27,419
48,412
 24,083
 
 72,495
Provisionally priced contracts (b)88,356
 42,836
 
 131,192
(42,213) (18,495) 
 (60,708)
Convertible preferred securities (c)
 
 775
 775

 
 3,294
 3,294
Other assets and liabilities (d)13,958
 (4,828) 160
 9,290
6,080
 (5,426) 
 654
Total$166,598
 $27,357
 $935
 $194,890
$24,844
 $162
 $3,294
 $28,300
 
(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), and 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. 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 the Company has 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 interests in two early-stage enterprises 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:
Contingent Consideration Convertible SecuritiesContingent Consideration Convertible Securities
(in thousands)2017 2016 2017 20162017 2016 2017 2016
Asset (liability) at January 1,$
 $(350) $3,294
 $13,550
$
 $(350) $3,294
 $13,550
Gains (losses) included in earnings
 190
 
 710

 190
 
 710
Sales proceeds
 
 
 (13,485)
 
 
 (13,485)
Asset (liability) at March 31,$
 $(160) $3,294
 $775
$
 $(160) $3,294
 $775
Gains (losses) included in earnings
 160
 
 19
New agreements
 
 
 2,500
Asset (liability) at June 30,$

$

$3,294

$3,294

The following tables summarize quantitative information about the Company's Level 3 fair value measurements as of March 31,June 30, 2017, December 31, 2016 and March 31,June 30, 2016:
Quantitative Information about Level 3 Fair Value Measurements
(in thousands)Fair Value as of March 31, 2017 Valuation Method Unobservable Input Weighted AverageFair Value as of June 30, 2017 Valuation Method Unobservable Input Weighted Average
Convertible Notes$3,294
 Cost Basis, Plus Interest N/A N/A$3,294
 Cost Basis, Plus Interest N/A N/A
(in thousands)Fair Value as of December 31, 2016 Valuation Method Unobservable Input Weighted Average
Convertible Notes$3,294
 Cost Basis, Plus Interest N/A N/A
        
Real Property$11,210
 Third-Party Appraisal N/A N/A

(in thousands)Fair Value as of March 31, 2016 Valuation Method Unobservable Input Weighted AverageFair Value as of June 30, 2016 Valuation Method Unobservable Input Weighted Average
Convertible Notes$775
 Cost Basis, Plus Interest N/A N/A$3,294
 Cost Basis, Plus Interest N/A N/A

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,
2017

December 31,
2016
 March 31,
2016
June 30,
2017

December 31,
2016
 June 30,
2016
Fair value of long-term debt, including current maturities$426,105
 $450,940
 $472,997
$423,316
 $450,940
 $472,714
Fair value in excess of carrying value1,036
 3,116
 12,577
2,612
 3,116
 16,498
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.
The following table presents the Company’s investment balance in each of its equity method investees by entity:
(in thousands)March 31, 2017 December 31, 2016 March 31, 2016June 30, 2017 December 31, 2016 June 30, 2016
The Andersons Albion Ethanol LLC$38,694
 $38,972
 $32,483
$40,829
 $38,972
 $34,133
The Andersons Clymers Ethanol LLC19,946
 19,739
 28,199
19,903
 19,739
 30,088
The Andersons Marathon Ethanol LLC13,266
 22,069
 29,446
14,045
 22,069
 31,158
Lansing Trade Group, LLC88,339
 89,050
 98,763
89,235
 89,050
 90,884
Thompsons Limited (a)46,054
 46,184
 45,479
49,252
 46,184
 47,948
Other2,694
 917
 1,713
2,530
 917
 4,267
Total$208,993
 $216,931
 $236,083
$215,794
 $216,931
 $238,478
 (a) Thompsons Limited and related U.S. operating company held by joint ventures
On January 1, 2017, The Andersons Ethanol Investment LLC (“TAEI”) was merged with and into The Andersons Marathon Ethanol LLC (“TAME”). The Company had owned (66%) of TAEI, which, in turn, had owned 50% of TAME. Pursuant to the merger, the Company’s ownership units in TAEI were canceled and converted into ownership units in TAME. As a result, the Company now directly owns 33% of the outstanding ownership units of TAME.
Prior to this transaction, the noncontrolling interest in TAEI was attributed 33% of the gains and losses of TAME recorded by the Company in its equity in earnings of affiliates.

The following table summarizes income (loss) earned from the Company’s equity method investments by entity:
 Three months ended March 31, Three months ended June 30, Six months ended June 30,
(in thousands)% Ownership at
March 31, 2017
 2017 2016% Ownership at June 30, 2017 2017 2016 2017 2016
The Andersons Albion Ethanol LLC55% $(277) $(322)55% $2,135
 $1,650
 $1,858
 $1,328
The Andersons Clymers Ethanol LLC39% 207
 (1,079)39% 569
 1,889
 776
 810
The Andersons Marathon Ethanol LLC33% (463) (1,809)33% 779
 1,712
 316
 (97)
Lansing Trade Group, LLC33% (a) (711) (2,767)33% (a) 896
 (5,333) 185
 (8,101)
Thompsons Limited (b)50% (595) (1,000)50% 2,081
 2,426
 1,486
 1,427
Other5% - 50% (39) 
5% - 50% (75) 
 (114) 
Total $(1,878) $(6,977) $6,385
 $2,344
 $4,507
 $(4,633)
 (a) This does not consider restricted management units which once vested will reduce the ownership percentage by approximately 0.6%
 (b) Thompsons Limited and related U.S. operating company held by joint ventures


There were no distributions received from unconsolidated affiliates for the three months ended March 31, 2017. Total distributions received from unconsolidated affiliates were $0.1$0.6 million and $2.7 million for the threesix months ended March 31, 2016.June 30, 2017 and June 30, 2016, respectively.

In the second quarter of 2016, The Andersons Albion Ethanol LLC, The Andersons Clymers Ethanol LLC, The Andersons Marathon Ethanol LLC, Lansing Trade Group, and Thompsons Limited 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 and six months ended June 30, 2017 and 2016:
(in thousands)Three months ended June 30, Six months ended June 30,
2017 2016 2017 2016
Revenues$1,380,361
 $1,340,809
 $3,002,406
 $3,029,680
Gross profit58,812
 52,204
 97,728
 77,782
Income from continuing operations16,328
 556
 11,518
 (17,568)
Net income (loss)13,421
 (2,051) 7,248
 (20,164)
Net income (loss) attributable to companies13,714
 (1,410) 7,972
 (19,122)
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 in 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:
Three months ended March 31,Three months ended June 30, Six months ended June 30,
(in thousands)2017 20162017 2016 2017 2016
Sales revenues$198,068
 $194,838
$241,896
 $176,865
 $439,964
 $371,702
Service fee revenues (a)4,627
 4,636
9,410
 9,490
 14,036
 14,126
Purchases of product134,508
 101,953
167,904
 116,556
 302,411
 218,509
Lease income (b)1,287
 2,037
1,422
 1,994
 2,709
 3,861
Labor and benefits reimbursement (c)3,690
 3,898
6,863
 6,841
 10,553
 10,738
Other expenses (d)
 149

 
 
 149
 
(a)Service fee revenues include management fees, corn origination fees, ethanol and distillers dried grains (DDG) marketing fees, and other commissions.
(b)Lease income includes the lease of the Company’s Albion, Michigan and Clymers, Indiana grain facilities as well as certain railcars to the various ethanol LLCs and IANR.
(c)The Company provides all operational labor to the unconsolidated ethanol LLCs and charges them an amount equal to the Company’s costs of the related services.
(d)Other expenses include payments to IANR for repair facility rent and use of itstheir railroad reporting mark, payment to LTG for the lease of railcars and other various expenses.
(in thousands)March 31, 2017 December 31, 2016 March 31, 2016June 30, 2017 December 31, 2016 June 30, 2016
Accounts receivable (e)$19,999
 $26,254
 $19,066
$25,673
 $26,254
 $20,685
Accounts payable (f)19,888
 23,961
 16,124
25,590
 23,961
 10,022
(e)Accounts receivable represents amounts due from related parties for sales of corn, leasing revenue and service fees.
(f)Accounts payable represents amounts due to related parties for purchases of ethanol and other various items.

For the three months ended March 31,June 30, 2017 and 2016, revenues recognized for the sale of ethanol that the Company purchased from the unconsolidated ethanol LLCs were $123.3$161.3 million and $87.6$111.3 million, respectively. Additionally, for the six months ended June 30, 2017 and 2016, revenues recognized for the sale of ethanol that the Company purchased from the unconsolidated ethanol LLCs were $284.5 million and $198.9 million, respectively.

For the three months ended March 31,June 30, 2017 and 2016, revenues recognized for the sale of corn to the unconsolidated ethanol LLCs were $117.5$125.5 million and $118.5$105.6 million, respectively. For the six months ended June 30, 2017 and 2016, revenues recognized for the sale of corn to the unconsolidated ethanol LLCs were $243.0 million and $224.1 million, respectively.

From time to time, the Company enters into derivative contracts with certain of its related parties, including the unconsolidated ethanol LLCs, LTG, and the Thompsons Limited joint ventures, for the purchase and sale of grain and ethanol, for similar price risk mitigation purposes and on similar terms as the purchase and sale of derivative contracts it enters into with unrelated parties. The fair value of derivative contract assets with related parties as of March 31,June 30, 2017, December 31, 2016 and March 31,June 30, 2016 was $2.0$0.6 million, $4.1 million and $2.3$5.2 million, respectively. The fair value of derivative contract liabilities with related parties as of March 31,June 30, 2017, December 31, 2016 and March 31,June 30, 2016 was $0.5$0.7 million, $0.1 million and $0.4$1.0 million, respectively.

12. Segment Information
The Company’s operations include five reportable business segments that are distinguished primarily on the basis of products and services offered. The Grain business includes grain merchandising, the operation of terminal grain elevator facilities and the investments in LTG and Thompsons Limited. The Ethanol business purchases and sells ethanol and also manages the

ethanol production facilities organized as limited liability companies, one is consolidated and three are investments accounted for under the equity method. The Company performs services under various contracts for these investments. Rail operations include the leasing, marketing and fleet management of railcars and other assets, railcar repair and metal fabrication. The Plant Nutrient business manufactures and distributes agricultural inputs, primarily fertilizer, to dealers and farmers, along with turf care and corncob-based products. The Retail business operates large retail stores, a distribution center, and a lawn and garden

equipment sales and service facility. In January 2017, the Company announced that theThe Retail business will be closed induring the first halfsecond quarter of 2017.2017, and liquidation efforts are substantially complete. Included in “Other” are the corporate level costs not attributed to an operating segment.
The segment information below includes the allocation of expenses shared by one or more operating segments. Although management believes such allocations are reasonable, the operating information does not necessarily reflect how such data might appear if the segments were operated as separate businesses. Inter-segment sales are made at prices comparable to normal, unaffiliated customer sales. The Company does not have any customers who represent 10 percent or more of total revenues.
Three months ended March 31, Three months ended June 30, Six months ended June 30,
(in thousands)2017 2016 2017 2016 2017 2016
Revenues from external customers           
Grain$478,528
 $538,814
 $488,447
 $522,989
 $966,975
 $1,061,803
Ethanol154,153
 114,693
 187,831
 142,520
 341,984
 257,213
Plant Nutrient146,587
 166,991
 264,736
 320,036
 411,323
 487,027
Rail40,390
 39,609
 38,149
 40,342
 78,539
 79,951
Retail32,358
 27,772
 14,499
 38,357
 46,857
 66,129
Total$852,016
 $887,879
 $993,662
 $1,064,244
 $1,845,678
 $1,952,123
Three months ended March 31,Three months ended June 30, Six months ended June 30,
(in thousands)2017 20162017 2016 2017 2016
Inter-segment sales          
Grain$66
 $1,451
$141
 $174
 $207
 $1,625
Plant Nutrient171
 247
70
 114
 241
 361
Rail292
 379
275
 355
 566
 734
Total$529
 $2,077
$486
 $643
 $1,014
 $2,720
Three months ended March 31,Three months ended June 30, Six months ended June 30,
(in thousands)2017 20162017 2016 2017 2016
Income (loss) before income taxes          
Grain$(5,073) $(17,405)$6,929
 $(13,037) $1,856
 $(30,442)
Ethanol1,716
 (2,680)4,660
 6,187
 6,376
 3,507
Plant Nutrient6,672
 1,704
(25,825) 23,535
 (19,154) 25,239
Rail6,078
 9,375
5,860
 6,569
 11,938
 15,944
Retail(6,846) (2,076)(6,718) 1,010
 (13,564) (1,066)
Other(8,171) (10,900)(3,907) (2,173) (12,077) (13,073)
Noncontrolling interests54
 (926)(64) 1,018
 (10) 92
Total$(5,570) $(22,908)$(19,065) $23,109
 $(24,635) $201
(in thousands)March 31, 2017 December 31, 2016 March 31, 2016June 30, 2017 December 31, 2016 June 30, 2016
Identifiable assets          
Grain$884,870
 $961,114
 $948,802
$783,316
 $961,114
 $879,055
Ethanol170,020
 171,115
 177,987
170,730
 171,115
 192,470
Plant Nutrient512,744
 484,455
 591,639
351,871
 484,455
 448,225
Rail415,801
 398,446
 380,347
448,417
 398,446
 388,456
Retail21,594
 31,257
 46,653
11,830
 31,257
 43,878
Other156,724
 186,462
 174,210
145,261
 186,462
 155,331
Total$2,161,753
 $2,232,849
 $2,319,638
$1,911,425
 $2,232,849
 $2,107,415




13. Commitments and Contingencies
The Company is party to litigation, or threats thereof, both as defendant and plaintiff with some regularity, although individual cases that are material in size occur infrequently. As a defendant, the Company establishes reserves for claimed amounts that are considered probable and capable of estimation. If those cases are resolved for lesser amounts, the excess reserves are taken into income and, conversely, if those cases are resolved for larger than the amount the Company has accrued, the Company records additional expense. The Company believes it is unlikely that the results of its current legal proceedings for which it is the defendant, even if unfavorable, will be material. As a plaintiff, amounts that are collected can also result in sudden, non-recurring income.
Litigation results depend upon a variety of factors, including the availability of evidence, the credibility of witnesses, the performance of counsel, the state of the law, and the impressions of judges and jurors, any of which can be critical in importance, yet difficult, if not impossible, to predict. Consequently, cases currently pending, or future matters, may result in unexpected, and non-recurring losses, or income, from time to time. Finally, litigation results are often subject to judicial reconsideration, appeal and further negotiation by the parties, and as a result, the final impact of a particular judicial decision may be unknown for some time, or may result in continued reserves to account for the potential of such post-verdict actions.
The estimated range of loss for all outstanding claims that are considered reasonably possible is not material.
Build-to-Suit Lease
In August, 2015, the Company entered into a lease agreement with an initial term of 15 years for a build-to-suit facility to be used as the new corporate headquarters which was completed in the third quarter of 2016. Since the Company is deemed to be the owner of this facility for accounting purposes during the construction period, it has recognized an asset and a corresponding financing obligation.
The Company has recorded a build-to-suit financing obligation in other long-term liabilities of $24.1$23.9 million, $14.0 million, and $10.0$13.0 million at March 31,June 30, 2017, December 31, 2016, and March 31,June 30, 2016, respectively. The Company has recorded a build-to-suit financing obligation in other current liabilities of $0.8 million, $0.9 million, and $0.9$1.5 million at March 31,June 30, 2017, December 31, 2016, and March 31,June 30, 2016, respectively.

14. Supplemental Cash Flow Information

Certain supplemental cash flow information, including noncash investing and financing activities for the threesix months ended March 31,June 30, 2017 and 2016 are as follows:
Three months ended March 31,Six months ended June 30,
(in thousands)2017 20162017 2016
Supplemental disclosure of cash flow information      
Interest paid$8,670
 $5,731
$12,430
 $9,567
Noncash investing and financing activity      
Capital projects incurred but not yet paid$2,216
 $7,305
$3,695
 $9,653
Investment merger (decreasing equity method investments and non-controlling interest)8,360
 
8,360
 
Outstanding receivable for sale of assets3,597
 
4,356
 
Dividends declared not yet paid4,501
 4,341
4,501
 4,341

15. Sale of Assets

On March 31, 2017 the Company sold four farm center locations in Florida for $17.4 million and recorded a $4.7 million gain, net of transaction costs in Other income, net. The salessale price includesincluded a working capital adjustment receivable of $3.6 million that was outstanding as of March 31, 2017.million.
On May 2, 2016 the Company sold eight grain and agronomy locations in Iowa for $54.3 million and recorded a nominal gain.

16. Exit Costs and Assets Held for Sale

In January 2017, the Company announced that theThe Retail business will be closed induring the first halfsecond quarter of 2017, and is seeking to sell or find alternate uses for the Group's assets. Asliquidation efforts are substantially complete as of March 31, 2017, the book value of assets in this segment includes $11.1June 30, 2017. The Company recorded $3.5 million of inventory and $10.2exit charges during the second quarter of 2017 for a total of $11.3 million of exit charges recorded during the first six months of 2017. As a result of the closure, the Company also classified $10.0 million of Property, plant property, and equipment, net as Assets held for sale on the Condensed Consolidated Balance Sheet.


17. Goodwill and software, subsequentOther Intangible Assets

As previously reported, the Company had monitored the performance of its wholesale nutrient business, within the Plant Nutrient segment, throughout 2016.  During the third quarter of 2016, the Company reported that the wholesale business was under pressure due to asset impairments of $6.5 million inan uncertain outlook for future crop prices and decreased domestic demand for fertilizer.  The Company performed its annual goodwill impairment analysis during the fourth quarter of 2016. In2016, which resulted in an excess of fair value over carrying value of 8% for the wholesale nutrient reporting unit. During the first quarter of 2017, the Company also recorded chargesCompany's assessment of $7.8 millionthe business did not indicate the presence of exit charges.any goodwill impairment triggering events.

17. Subsequent Events

On April 13,During the second quarter of 2017, the Company amendedidentified certain factors that we considered important in assessing the requirement to perform an interim impairment evaluation for the wholesale nutrient reporting unit.  First, current year actual results were significantly below historical and expected operating results. Second, the nutrient industry's future outlook continued to reflect depressed margins and minimal growth, driven by an oversupply of base nutrients, low crop prices and low farmer income.  After considering these items, the Company determined that an interim goodwill impairment assessment was required, as well as an impairment assessment for our definite-lived intangible and other long-lived assets.  No impairment was recognized for definite-lived intangibles and other long-lived assets.
Upon early adoption of ASU No. 2017-04, the Company now uses a one-step quantitative approach that compares the business enterprise value ("BEV") of each reporting unit with its linecarrying value. The BEV was computed based on both an income approach (discounted cash flows) and a market approach. The income approach uses a reporting unit's estimated future cash flows, discounted at the weighted average cost of credit agreementcapital of a hypothetical third-party buyer. The market approach estimates fair value by applying cash flow multiples to the reporting unit's operating performance. The multiples are derived from comparable publicly traded companies with a syndicatesimilar operating and investment characteristics to the reporting unit. Any excess of banks.the carrying value of the goodwill over the BEV will be recorded as an impairment loss. The amended agreement provides for a credit facilitycalculation of the BEV is based on significant unobservable inputs, such as price trends, customer demand, material costs and discount rates, and are classified as Level 3 in the fair value hierarchy.
The discounted cash flow model used for the income approach assumed discrete period revenue growth through 2021 that was reflective of market opportunities, changes in product mix, and cyclical trends within the wholesale nutrient business. In the terminal year, the Company assumed a long-term earnings growth rate of 2.0 percent that is believed to be appropriate given the current industry-specific expectations. As of the valuation date, the Company utilized a weighted-average cost of capital of 10.1 percent, which reflects the relative risk and time value of money. The testing resulted in a $42.0 million impairment charge for goodwill associated with the Wholesale reporting unit. 
With the estimated fair value of the reporting unit now equaling its carrying value as of June 30, 2017, the Wholesale reporting unit has a risk of future impairment to the remaining goodwill balance of $17.8 million. A deterioration in operating performance significantly below current expectations, including changes in projected future revenue, profitability and cash flow, as well as higher working capital, interest rates, or cost of capital, could have a negative effect on the fair value of the reporting unit. It is also possible the Company's performance meets current expectations but is still unable overcome the general trends in the business and/or macro-economic factors in the time frame forecast, which could impact the long-term discount rate values used in estimating fair value, causing the estimated fair value of the reporting unit to fall below its carrying value. This would result in recording another impairment to the goodwill of the wholesale business.
The changes in the carrying amount of $800 million.goodwill by reportable segment for the six months ended June 30, 2017 are as follows:
(in thousands)Grain Plant Nutrient Rail Total
Balance as of January 1, 2017$
 $59,767
 $4,167
 $63,934
Acquisitions1,171
 
 
 1,171
Impairments
 (42,000) 
 (42,000)
Balance as of June 30, 2017$1,171
 $17,767
 $4,167
 $23,105




Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statements
The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements which relate to future events or future financial performance and involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. The reader is urged to carefully consider these risks and others, including those risk factors listed under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Form 10-K”). In some cases, you can identify forward-looking statements by terminology such as “may,” “anticipates,” “believes,” “estimates,” “predicts,” or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These forward-looking statements relate only to events as of the date on which the statements are made and the Company undertakes no obligation, other than any imposed by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Critical Accounting Policies and Estimates
Our critical accounting policies and critical accounting estimates, as described in our 2016 Form 10-K, have not materially changed through the firstsecond quarter of 2017.
Executive Overview

Our operations are organized, managed and classified into five reportable business segments: Grain, Ethanol, Plant Nutrient, Rail, and Retail. Each of these segments is based on the nature of products and services offered.

The agricultural commodity-based business is one in which changes in selling prices generally move in relationship to changes in purchase prices. Therefore, increases or decreases in prices of the agricultural commodities that the business deals in will have a relatively equal impact on sales and cost of sales and a much less significant impact on gross profit. As a result, changes in sales between periods may not necessarily be indicative of the overall performance of the business and more focus should be placed on changes in gross profit.
Grain Group
The Grain Group's performance in the firstsecond quarter reflects significant improvement over the prior year, however, merchandising margins continue to feel pressure and intense competition. The improvements were primarilyespecially due to higher space income, as theincome. The Group was able to purchase grain at more typical prices during the 2016 harvest alongand the market continued to reward the Group with the divestiture of underperforming assetsbasis appreciation in Iowa during the first half of 2016. The Group's affiliatescorn, beans and wheat. LTG also saw significant improvements over the prior year.
Grain inventories on hand at March 31,June 30, 2017 were 100.178.0 million bushels, of which 2.70.8 million bushels were stored for others. This compares to 104.275.7 million bushels on hand at March 31,June 30, 2016, of which 2.84.0 million bushels were stored for others. Total grain storage capacity was flat with approximately 153 million bushels at March 31,both June 30, 2017 comparedand June 30, 2016.
Wheat harvest is complete in our southern footprint and underway in our remaining locations. Harvest results to 161 million bushels at March 31, 2016, withdate appear positive and we expect continued opportunities for space income on our wheat position. Corn and beans were planted through variable weather conditions across our footprint during the decrease resulting fromquarter, which could result in varied qualities and an opportunity for blending income during harvest. During the salequarter, the Group also completed an acquisition of Iowaa small specialty grain assetshandling and partially offset by the construction of an elevator in Tennessee.
Spring planting is underway and the progress is on pace with the five year average. While weather will play a factor in the planting progress, the Grain Group is still expecting farmers to plant as many or slightly more combined corn and soybean acres in 2017 than in 2016.milling business that further expands our food ingredient capabilities.
Ethanol Group
The Ethanol Group's firstsecond quarter results reflect improvements in overalllower ethanol margins from higher ethanol prices coupled with lower corn prices, muchrecord levels of industry production and stocks during the price increase is due to hedges entered into inquarter. While DDG margins have improved from the prior quarter. These ethanol margins were offset by weakness in margins on co-products, such as DDGs, from lower export demand and localizedquarter, elevated levels of vomitoxin levels in eastern draw areas in the 2016have continued to negatively impact margins. The weak ethanol and DDG margins were partially offset by high ethanol export demand and strong E-85 and corn crop.oil sales.
The Group has substantially completed a project to double the ethanol production capacity of its facility in Albion, Michigan. The project was operational ahead of schedule and on budget.



Ethanol volumes shipped for the three and six months ended March 31,June 30, 2017 and 2016 were as follows:
(in thousands)Three months ended March 31,Three months ended June 30, Six months ended June 30,
2017 20162017 2016 2017 2016
Ethanol (gallons shipped)89,423
 73,873
109,504
 75,463
 198,927
 149,246
E-85 (gallons shipped)9,257
 6,320
10,646
 9,093
 19,903
 15,413
Corn Oil (pounds shipped)4,260
 3,614
4,078
 3,668
 8,338
 7,282
DDG (tons shipped) *42
 40
37
 40
 79
 80
* DDG tons shipped converts wet tons to a dry ton equivalent amount

The above table shows only shipped volumes that flow through the Company's sales revenues. Total ethanol, corn oil and DDG production by the unconsolidated LLCs is higher. However, the portion of that volume that is sold directly to their customers is excluded here.
Plant Nutrient Group
The Plant Nutrient Group's second quarter results reflect a continued depressed nutrient market. An oversupply of base nutrients in the market has put pressure on prices, particularly in base nutrient products, which has put pressure on overall margins. Volumes have also declined compared to the prior year as we lost a resultkey portion of our application window due to inclement weather, as well as lower crop prices that continue to keep farm income and a marketlow, preventing investment in high margin nutrients that continues to experience uncertainty around future nutrient prices leading to lower immediate demand.yield better results. We expect this trend to continue during the year.

On March 31, 2017, the Group sold its farm center facilities in Florida, resulting in a gain of approximately $4.7 million.

Storage capacity at our wholesale nutrient and farm center facilities, including leased storage, was approximately 486 thousand tons for dry nutrients and approximately 528527 thousand tons for liquid nutrients at March 31,June 30, 2017 and approximately 508497 thousand tons for dry nutrients and approximately 572550 thousand tons for liquid nutrients at March 31,June 30, 2016. The decrease in our storage capacity is a result of the sales of Florida farm center assets in the first quarter of 2017 and the Iowa farm center assets in the second quarter of 2016.2017.

Tons of product shipped (including sales and service tons) for the three and six months ended March 31,June 30, 2017 and 2016 were as follows:
(in thousands)Three months ended March 31,Three months ended June 30, Six months ended June 30,
2017 20162017 2016 2017 2016
Wholesale Nutrients - Base nitrogen, phosphorus, potassium190
 212
545
 549
 735
 761
Wholesale Nutrients - Value added products130
 119
173
 208
 303
 327
Other (includes Farm Centers, Turf, and Cob)129
 129
147
 185
 276
 314
Total tons449
 460
865
 942
 1,314
 1,402
Rail Group
The Rail Group saw a decline in average utilization rates from 91.588.6 percent in the firstsecond quarter of 2016 to 83.684.4 percent in the firstsecond quarter of 2017. Average lease rates remained relatively flat. Rail Group assets under management (owned, leased or managed for financial institutions in non-recourse arrangements) at March 31,June 30, 2017 were 23,39423,649 compared to 22,99123,220 at March 31,June 30, 2016.
Utilization rates are recovering at a modest rate, however, lease rates are still under pressure duefrom an over-supplied car market. We expect utilization to substantial increases in operational efficiencycontinue to rebound and lease rates to hold steady through the end of the railroads in North America driving a decreaseyear, with increased harvest demand in the number of cars needed to move the same volume of freight. This has made it more difficult for the Group to re-market cars as they return from existing leases and we also incur additional storage costs while the cars sit idle.fourth quarter.
The Group purchased over 600774 cars with leases attached in the first quarter and continues to focus on strategically growing the rail fleet, as well as look for opportunities to open new repair facilities.



Retail Group
The retail industry is highly competitive. OurRetail Group closed its remaining stores compete withand substantially completed its liquidation efforts during the second quarter. We have closed on the sale of one of the properties in July, recording a variety of retail merchandisers, including home centers, department and hardware stores, as well as local and national grocers.nominal gain.

In January 2017, the Company announced that the Retail business will be closed in the first half of 2017 and incurred exit charges, much of which is employee severance cost, of $7.8 million in the first quarter of 2017.

Other
Our “Other” activities include corporate costs and functions that provide support and services to the operating segments. The results include expenses and benefits not allocated to the operating segments, including a portion of our ERP project.


Operating Results
The following discussion focuses on the operating results as shown in the Condensed Consolidated Statements of Operations with a separate discussion by segment. Additional segment information is included in the Notes to the Condensed Consolidated Financial Statements herein in Note 12. Segment Information.
Three months ended March 31,Three months ended June 30, Six months ended June 30,
(in thousands)2017 20162017 2016 2017 2016
Sales and merchandising revenues$852,016
 $887,879
$993,662
 $1,064,244
 $1,845,678
 $1,952,123
Cost of sales and merchandising revenues775,558
 820,124
905,828
 967,202
 1,681,386
 1,787,326
Gross profit76,458
 67,755
87,834
 97,042
 164,292
 164,797
Operating, administrative and general expenses81,947
 79,881
69,928
 75,405
 151,875
 155,286
Goodwill impairment42,000
 
 42,000
 
Interest expense (income)6,100
 7,051
5,988
 6,554
 12,088
 13,605
Equity in earnings (losses) of affiliates, net(1,878) (6,977)6,385
 2,344
 4,507
 (4,633)
Other income (expense), net7,897
 3,246
4,632
 5,682
 12,529
 8,928
Income (loss) before income taxes(5,570) (22,908)(19,065) 23,109
 (24,635) 201
Income (loss) attributable to noncontrolling interests54
 (926)(64) 1,018
 (10) 92
Income (loss) before income taxes attributable to The Andersons, Inc.$(5,624) $(21,982)$(19,001) $22,091
 $(24,625) $109
Comparison of the three months ended March 31,June 30, 2017 with the three months ended March 31,June 30, 2016:
Grain Group
Three months ended March 31,Three months ended June 30,
(in thousands)2017 20162017 2016
Sales and merchandising revenues$478,528
 $538,814
$488,447
 $522,989
Cost of sales and merchandising revenues454,879
 522,614
458,000
 505,438
Gross profit23,649
 16,200
30,447
 17,551
Operating, administrative and general expenses25,327
 28,022
25,955
 27,362
Interest expense (income)2,696
 2,487
2,327
 2,961
Equity in earnings (losses) of affiliates, net(1,345) (3,767)2,903
 (2,907)
Other income (expense), net646
 668
1,861
 2,642
Income (loss) before income taxes(5,073) (17,408)$6,929
 $(13,037)
Income (loss) attributable to noncontrolling interests
 (3)
Income (loss) before income taxes attributable to The Andersons, Inc.$(5,073)
$(17,405)

Operating results for the Grain Group have improved by $12.3$20.0 million compared to the results of the same period last year. Sales and merchandising revenues decreased $60.3$34.5 million due to a 33% decrease in bushel sales as bushels are being strategically held for sale in the second half of the year due to strong space income opportunities in the market. Additionally, bushels received are down 27% compared to the same period in 2016 which is also a partial driver in the decline in sales. The decrease in volume was more than offset by a decrease in cost of sales and merchandising revenues of $47.4 million for a net favorable gross profit impact of $12.9 million. The gross profit increase was driven by $15.6 million increase in space income relating to corn, beans, and wheat as the value of storage capacity has significantly improved compared to the same period in 2016.

Equity in earnings of affiliates improved $5.8 million due to improved operating results of Lansing Trade Group ("LTG") who also continues to recover from under performance in its core markets in the second quarter of 2016.

Ethanol Group
 Three months ended June 30,
(in thousands)2017 2016
Sales and merchandising revenues$187,831
 $142,520
Cost of sales and merchandising revenues184,511
 137,950
Gross profit3,320
 4,570
Operating, administrative and general expenses2,243
 2,607
Interest expense (income)(22) 12
Equity in earnings (losses) of affiliates, net3,482
 5,251
Other income (expense), net15
 3
Income (loss) before income taxes4,596
 7,205
Income (loss) attributable to noncontrolling interests(64) 1,018
Income (loss) before income taxes attributable to The Andersons, Inc.$4,660
 $6,187

Operating results for the Ethanol Group decreased $1.5 million from the same period last year. Sales and merchandising revenues increased $45.3 million compared to the results of the same period last year. This was driven by the Albion expansion which led to record ethanol production. Cost of sales and merchandising revenues increased at a similar rate. The $1.3 million decrease in gross profit is driven by low margins due to record levels of industry production and stock.

Equity in earnings of affiliates decreased $1.8 million compared to the same period in 2016 due to declining results from the unconsolidated ethanol LLCs. This was primarily driven by ethanol margins as noted above as well as continued lower DDG margins as a result of localized elevated vomitoxin levels in eastern draw areas.
Plant Nutrient Group
 Three months ended June 30,
(in thousands)2017 2016
Sales and merchandising revenues$264,736
 $320,036
Cost of sales and merchandising revenues224,802
 270,459
Gross profit39,934
 49,577
Operating, administrative and general expenses22,580
 25,186
Goodwill impairment42,000
 
Interest expense (income)1,815
 2,078
Other income (expense), net636
 1,222
Income (loss) before income taxes$(25,825) $23,535

Operating results for the Plant Nutrient Group declined $49.4 million over the same period in the prior year. Sales and merchandising revenues decreased $55.3 million and cost of sales and merchandising revenues have decreased $45.7 million. The decrease in sales and merchandising revenues is driven by a 30% decrease in farm centers volume due to the sale of farm center locations in Florida. Additionally, wholesale volume was down 5% due to lower movement base nutrients and value added products. Gross profit for the Plant Nutrient Group decreased $9.6 million from the same period last year. Margins remain tight due to margin compression in the wholesale and farm center businesses due to lower base nutrient prices, lower farm income, and resulting lower demand.

Operating, administrative and general expenses decreased $2.6 million due to $1.0 million of labor and benefit reductions relating to the sale of farm center locations in Florida and lower incentive compensation expense. Smaller reductions were also realized in a number of other categories as part of our overall cost control efforts. The Group also recognized a goodwill impairment charge of $42.0 million after experiencing several periods of compressed margins and lower sales volumes, as well as anticipated unfavorable operating conditions in the nutrient market for some time.


Rail Group
 Three months ended June 30,
(in thousands)2017 2016
Sales and merchandising revenues$38,149
 $40,342
Cost of sales and merchandising revenues25,450
 26,740
Gross profit12,699
 13,602
Operating, administrative and general expenses5,395
 4,997
Interest expense (income)1,936
 2,221
Other income (expense), net492
 185
Income (loss) before income taxes$5,860
 $6,569

Operating results declined $0.7 million from the same period last year. Sales and merchandising revenues decreased $2.2 million. Revenue from car sales decreased $1.9 million due to fewer car sales and leasing revenues decreased $1.4 million due to lower utilization rates compared to the prior year. These decreases were partially offset by increased repair and other revenues as the repair shops continue to produce strong results. Cost of sales and merchandising revenues decreased $1.3 million primarily due to lower car sales. Gross profit decreased $0.9 million compared to last year. This decrease was driven by $0.9 million from fewer car sales and $1.0 million from weaker utilization and offset by $1.0 million of increased repair and other gross profit from greater efficiencies in the repair shops.
Retail Group
 Three months ended June 30,
(in thousands)2017 2016
Sales and merchandising revenues$14,499
 $38,357
Cost of sales and merchandising revenues13,065
 26,615
Gross profit1,434
 11,742
Operating, administrative and general expenses9,373
 10,666
Interest expense (income)82
 157
Other income (expense), net1,303
 91
Income (loss) before income taxes$(6,718) $1,010

Operating results for the Retail Group declined $7.7 million from the same period last year. Sales and merchandising revenues decreased $23.9 million and cost of sales and merchandising revenues decreased $13.6 million leading to a decrease in gross profit of $10.3 million. These decreases reflect partial operations during the quarter due to the closure of the retail business during the second quarter of 2017. Additionally, inventory was marked down for liquidation causing a decrease in margins.

While operating, administrative and general expenses decreased by $1.3 million, the group incurred exit charges of $3.5 million in 2017, most of which was severance. The remaining operating, administrative and general expenses decrease was due to the group being operational for only a portion of the quarter. The increase in other income is due to a $1.2 million gain on the sale of fixtures.

Other
 Three months ended June 30,
(in thousands)2017 2016
Sales and merchandising revenues$
 $
Cost of sales and merchandising revenues
 
Gross profit
 
Operating, administrative and general expenses4,382
 4,587
Interest expense (income)(150) (875)
Other income (expense), net325
 1,539
Income (loss) before income taxes$(3,907) $(2,173)

The other operating loss not allocated to business segments increased $1.7 million compared to the same period in the prior year. Other income decreased by $1.2 million as a result of $1.3 million gain on final settlement of our pension plan in 2016.

Income Taxes
In the second quarter of 2017, income tax expense of $7.7 million was provided at (40.1)%. In the second quarter of 2016, income tax expense of $7.7 million was provided at 33.2%. The lower 2017 effective tax rate relative to the loss before income taxes is primarily due to a $42.0 million goodwill impairment charge which did not provide a corresponding tax benefit.

The Company anticipates that its 2017 annual effective tax rate will be 99.2%. The Company’s actual 2016 effective tax rate was 32.3%. The higher tax rate in 2017 is primarily due to a $42 million goodwill impairment charge which did not provide a corresponding tax benefit.
Comparison of the six months ended June 30, 2017 with the six months ended June 30, 2016:
Grain Group
 Six months ended June 30,
(in thousands)2017 2016
Sales and merchandising revenues$966,975
 $1,061,803
Cost of sales and merchandising revenues912,879
 1,028,052
Gross profit54,096
 33,751
Operating, administrative and general expenses51,282
 55,384
Interest expense (income)5,023
 5,448
Equity in earnings (losses) of affiliates, net1,558
 (6,674)
Other income (expense), net2,507
 3,310
Income (loss) before income taxes1,856
 (30,445)
Income (loss) attributable to noncontrolling interests
 (3)
Income (loss) before income taxes attributable to The Andersons, Inc.$1,856
 $(30,442)

Operating results for the Grain Group have improved by $32.3 million compared to the results of the same period last year. Sales and merchandising revenues decreased $94.8 million due to a 21% decrease in bushels sold as bushels are being strategically held for sale in the second half of the year due to strong carry in the market. Additionally, direct ship bushels are down 21% as the group continues to focus on the most profitable markets to increase margins. This decrease was more than offset by a decrease of cost of sales and merchandising revenues for a net favorable gross profit impact of $7.4$20.3 million. The gross profit increase was driven by a $24.5 million increase in space income relating to corn, beans, and wheat as the value of storage capacity has greatlysignificantly improved compared to the same period in 2016. Additionally, 2016 included reduced gross profit from the divestiture of Iowa grain assets of $1.5 million.

Operating, administrative and general expenses decreased by $2.7$4.1 million compared to the same period in 2016 due primarily to decreasesa $3.5 million decrease in expenses relating to the Iowa divestiture and a $2.2 million decrease in labor and benefit costs as a result of productivity efforts and the Iowa divestiture noted above.efforts.


Equity in losses of affiliates improved $2.4$8.2 million due to improved operating results of both Lansing Trade Group ("LTG") and Thompsons Limited. LTG who also continues to recover from under performance in its core markets in the first quarter of 2016.




Ethanol Group
Three months ended March 31,Six months ended June 30,
(in thousands)2017 20162017 2016
Sales and merchandising revenues$154,153
 $114,693
$341,984
 $257,213
Cost of sales and merchandising revenues148,613
 112,357
333,124
 250,307
Gross profit5,540
 2,336
8,860
 6,906
Operating, administrative and general expenses3,247
 2,748
5,490
 5,355
Interest expense (income)(3) 11
(25) 23
Equity in earnings (losses) of affiliates, net(533) (3,210)2,949
 2,041
Other income (expense), net7
 30
22
 33
Income (loss) before income taxes1,770
 (3,603)6,366
 3,602
Income (loss) attributable to noncontrolling interests54
 (923)(10) 95
Income (loss) before income taxes attributable to The Andersons, Inc.$1,716
 $(2,680)$6,376
 $3,507

Operating results for the Ethanol Group increased $4.4$2.9 million from the same period last year. Sales and merchandising revenues increased $39.5$84.8 million compared to the results of the same period last year with costyear. This was driven by the Albion expansion which led to record ethanol production. Cost of sales and merchandising revenues increasingincreased at almost the samea similar rate. These changes were due to anThe $2.0 million increase in average ethanol sales price coupled with a lower cost of corn compared to the same quarter in the prior year. Partially offsetting the better ethanol margins were lower DDG margins due to dampened demand as a result of localized vomitoxin issues in the 2016 corn crop ingross profit was driven by the Group's eastern draw areas.ability to enter 2017 with approximately half of its margins hedged.

Equity in earnings of affiliates increased $2.7$0.9 million due to better results from the unconsolidated ethanol LLCs. The facilities' productivity and output remained strong and margins were better, primarily in the first quarter as noted above.
Plant Nutrient Group
Three months ended March 31,Six months ended June 30,
(in thousands)2017 20162017 2016
Sales and merchandising revenues$146,587
 $166,991
$411,323
 $487,027
Cost of sales and merchandising revenues120,779
 140,302
345,581
 410,761
Gross profit25,808
 26,689
65,742
 76,266
Operating, administrative and general expenses23,060
 23,882
45,641
 49,068
Goodwill impairment42,000
 
Interest expense (income)1,640
 1,898
3,455
 3,976
Other income (expense), net5,564
 795
6,200
 2,017
Income (loss) before income taxes$6,672
 $1,704
$(19,154) $25,239

Gross profitOperating results for the Plant Nutrient Group declined $44.4 million from the same period in the prior year. Gross profit decreased $0.9$10.5 million from the same period last year. Sales and merchandising revenues decreased $20.4$75.7 million due to a 21% decrease in farm center tons as a result of the sale of our farm center locations in Florida. Additionally, wholesale volume was down 5% due to lower movement base nutrients and costvalue added products. Cost of sales and merchandising revenues have decreased $19.5$65.2 million. Margins remain tight due to competitive pressures and margin compression in the wholesale and farm center businesses due to lower base nutrient prices, lower farm income, and resulting lower demand.

Operating, administrative and general expenses decreased $0.8$3.4 million. The largest driver was a $2.3 million duedecrease in labor and benefits, much of it relating to staffingthe sale of farm center locations in Florida in the first quarter of 2017 and the sale of the farm center locations in Iowa in the first quarter of 2016. Smaller reductions were also realized in a number of other categories as part of our overall cost control efforts. The Group also recognized a goodwill impairment charge of $42.0 million after experiencing several periods of compressed margins and productivity initiatives.lower sales volumes, as well as anticipated unfavorable operating conditions in the nutrient market for some time.

Other income increased as a result of a $4.7 million gain on the sale of farm center locations in Florida.






Rail Group
Three months ended March 31,Six months ended June 30,
(in thousands)2017 20162017 2016
Sales and merchandising revenues$40,390
 $39,609
$78,539
 $79,951
Cost of sales and merchandising revenues28,082
 25,049
53,532
 51,789
Gross profit12,308
 14,560
25,007
 28,162
Operating, administrative and general expenses5,500
 4,871
10,895
 9,868
Interest expense (income)1,809
 1,691
3,745
 3,912
Other income (expense), net1,079
 1,377
1,571
 1,562
Income (loss) before income taxes$6,078
 $9,375
$11,938
 $15,944

Operating results for the Rail Group decreased $3.3declined $4.0 million from the same period last year. Sales and merchandising revenues decreased $1.4 million. Leasing revenues decreased $3.4 million, partially offset by $2.4 million of increased $0.8 million while costrepair and other revenues. The remaining change related to a slight decrease in car sale revenues. Cost of sales and merchandising revenues increased $3.0 million. Operating results were$1.7 million compared to the same period last year due to higher storage costs resulting from lower cars in service and increased repair sales, as noted above. Gross profit decreased $3.2 million compared to last year. This decrease was driven by a significant decreasealmost $5.5 million in utilization rates in the baseour leasing business, along with higher maintenance, storage,offset by a $1.9 million increase in our repair and freight costs.other business and slight increases on car sale margins.
Retail Group
Three months ended March 31,Six months ended June 30,
(in thousands)2017 20162017 2016
Sales and merchandising revenues$32,358
 $27,772
$46,857
 $66,129
Cost of sales and merchandising revenues23,205
 19,802
36,270
 46,417
Gross profit9,153
 7,970
10,587
 19,712
Operating, administrative and general expenses16,041
 9,989
25,414
 20,655
Interest expense (income)88
 146
170
 303
Other income (expense), net130
 89
1,433
 180
Income (loss) before income taxes$(6,846) $(2,076)$(13,564) $(1,066)

Operating results for the Retail Group declined $4.8$12.5 million from the same period last year. Results were drivenSales and merchandising revenues decreased $19.3 million while cost of sales and merchandising revenues decreased $10.1 million. These decreases are due to lower volumes as a result of the closure of the retail business during the second quarter of 2017. Additionally, inventory was marked down for liquidation causing a significant decrease in margins leading to a $9.1 million decrease in gross profit.

Operating, administrative and general expenses increased by $7.8$4.8 million, in store closure costs,which includes one time exit charges of $11.3 million, most of which relatedwas severance. This decrease was partially offset by the group being operational for only a portion of the year. The increase in other income was due to employee severance costs. Gross profit increased bya $1.2 million as partgain on the sale of the higher volume of sales from the liquidation efforts.fixtures.
Other
Other
Three months ended March 31,Six months ended June 30,
(in thousands)2017 20162017 2016
Sales and merchandising revenues$
 $
$
 $
Cost of sales and merchandising revenues
 

 
Gross profit
 

 
Operating, administrative and general expenses8,772
 10,369
13,153
 14,956
Interest expense (income)(130) 818
(280) (57)
Other income (expense), net471
 287
796
 1,826
Income (loss) before income taxes$(8,171) $(10,900)$(12,077) $(13,073)

The other operating loss not allocated to business segments decreased $2.7$1.0 million compared to the same period in the prior year. Operating, administrative and general expenses decreased $1.6$1.8 million, a majority of which is due to severance costs in the prior year that did not occur in 2017. The $0.9This was partially offset by a $1.3 million variancegain on final settlement of our pension plan in interest is primarily due to mark-to-market gains on interest rate derivative contracts.



Other income in 2016.

Income Taxes

AnIn 2017, income tax benefitexpense of $2.5$5.1 million was provided at 45.5% in the current quarter.(20.8)%. In the first quarter of 2016, an income tax benefitexpense of $7.3$0.4 million was provided at 31.8%189.6%. The higherlower 2017 effective tax rate relative to the loss before income taxes is primarily due to discretea $42.0 million goodwill impairment charge which did not provide a corresponding tax benefits related to the recognition of previously unrecognized tax benefits.benefit.

The Company anticipates that its 2017 effective annual rate will be 34.0%. The Company’s actual 2016 effective tax rate was 32.3%. The higher 2017 rate is primarily due to decreased benefits related to the income attributable to non-controlling interests and federal tax credits, partially offset by the lower impact of state taxes.


Liquidity and Capital Resources
Working Capital
At March 31,June 30, 2017, the Company ownedhad working capital of $228.5$194.9 million. The following table presents changes in the components of current assets and current liabilities:
(in thousands)March 31, 2017 March 31, 2016 VarianceJune 30, 2017 June 30, 2016 Variance
Current Assets:          
Cash and cash equivalents$29,645
 $46,301
 $(16,656)$18,934
 $31,383
 $(12,449)
Restricted cash752
 718
 34
1,033
 987
 46
Accounts receivable, net190,628
 207,740
 (17,112)186,331
 212,588
 (26,257)
Inventories641,294
 703,452
 (62,158)463,205
 486,236
 (23,031)
Commodity derivative assets – current48,049
 61,316
 (13,267)11,619
 115,924
 (104,305)
Other current assets83,623
 76,575
 7,048
59,873
 48,754
 11,119
Assets held for sale10,028
 
 10,028
Total current assets993,991
 1,096,102
 (102,111)751,023
 895,872
 (144,849)
Current Liabilities:          
Short-term debt255,000
 274,002
 (19,002)124,000
 179,404
 (55,404)
Trade and other payables276,834
 367,338
 (90,504)267,194
 302,413
 (35,219)
Customer prepayments and deferred revenue81,628
 100,384
 (18,756)15,113
 18,252
 (3,139)
Commodity derivative liabilities – current29,914
 33,394
 (3,480)18,104
 43,183
 (25,079)
Accrued expenses and other current liabilities65,952
 65,129
 823
69,256
 71,169
 (1,913)
Current maturities of long-term debt56,144
 54,044
 2,100
62,482
 53,720
 8,762
Total current liabilities765,472
 894,291
 (128,819)556,149
 668,141
 (111,992)
Working Capital$228,519
 $201,811
 $26,708
$194,874
 $227,731
 $(32,857)
In comparison to March 31,June 30, 2016 current assets decreased significantly. This was primarily due to a decrease in Commodity derivative assets. Current commodity derivative assets and liabilities have decreased which reflects the customer net asset or liability based on the value of forward contracts as compared to market prices at the end of the period as well as a significant decrease in the need for margin deposits compared to the prior year. Accounts receivable, net was also down due to a decrease in Grain receivables as a result of lower sales and shipment activity for the first half of 2017 compared to prior periods. Plant Nutrient Group’s inventories. The Group owned fewer tons, at lower prices,also contributed to a decrease in its wholesale businessaccounts receivable as a result of the sale of Florida farm center locations and sold its Florida and Iowa farm centers, both of whicha decrease in sales. Additionally, inventories are included in the 2016 balances.down. Retail inventory is also down due to the decision to close the retail storesstores. Liquidations efforts are substantially complete as of June 30, 2017. Plant Nutrient inventory is also down as a result of carrying fewer tons, including inventory in transit at the end of the period, and as a result of the startsale of the Florida locations. These decreases are partially offset by an increase in Grain inventory liquidation.as bushels are being held for sale in the second half of the year. See discussion below on additional sources and uses of cash for an understanding of the decrease in cash from prior year.
Current liabilities were down compared to the prior year due to a decrease in short-term debt, trade and other payables. Thispayables, and commodity derivative liabilities which are mentioned above. Short-term debt decreased as a result of borrowings on the revolver in 2016 that did not occur in 2017. Trade and other payables decreased primarily due to a decrease was driven by two factors. First, thein Plant Nutrient Group had a decrease in inventory payables at the end of the quarter. Second, the Grain Group had a decrease in accounts payable due to the salemore timely processing of the Iowa facilities, which are included in the 2016 balance. The remaining change is due to timing of payments. Short-term debtpayments as well as decreased $19.0 million due to declines in commodity pricesinventory levels and associated working capital requirements. Finally, customer prepayments and deferred revenue also decreased in the Plant Nutrient Group, which experienced lower fertilizer prices that reduced the dollar value of customer prepayments compared to the same period in 2016, along with no prepayments for its Iowa locations in 2017.purchases at quarter end.
Sources and Uses of Cash
Operating Activities
Our operating activities used cash of $229.2$45.2 million and $267.9$194.4 million in the first threesix months of 2017 and 2016, respectively. The decrease in cash used year to date is primarily due to a result of net losses incurred as well as the fact that use ofdecrease in cash is typically high in the first quarter as the Company prepares for the spring planting season.collateral relating to commodity derivatives.
Investing Activities
Investing activities used cash of $13.2$64.2 million through the first threesix months of 2017, compared to cash provided of $0.3$14.9 million in the prior year. This change is due to three main factors. Proceeds from sale of facilities and investments in affiliates decreased by $40.5 million. Proceeds in 2016 were higher as a $17.1result of a $54.3 million sale of underperforming assets in Iowa as well as the redemption of our investment in the Iowa Northern Railway Corporation which provided proceeds of $13.5

million. Additionally, 2017 reflects a $40.0 million increase in net spend on railcar acquisitions and sales. The variability in railcar purchases and sales is driven by timing of opportunities in the Rail Group asset market. This increase was partially offset by a $6.7 million decreaseFinally, property, plant, and equipment spend is down compared to the same period in capital expenditures.2016.
In 2017, we expect to spend a total of $145.0 million for the purchase of railcars, barges and related leases and capitalized modifications of railcars. We also expect to offset this amount by proceeds from the sales and dispositions of approximately $120.0 million during the year.

Additionally, total capital spending for 2017 on property, plant and equipment in our base business excluding rail leasing activity, but inclusive of information technology spending is expected to be approximately $76.2$70 million.
Financing Activities
Financing activities provided cash of $209.5$65.7 million and $250.2$147.1 million for the threesix months ended March 31,June 30, 2017 and 2016, respectively. Short term borrowings decreased $32.0$70.1 million. This change was driven primarily by declines in commodity prices and associated working capital requirements. In addition, the current year saw a decrease of $51.3$52.0 million in funds provided by long-term debt issuance and other long-term financing arrangements, but this was largely offset by a $42.5$42.3 million decrease in long-term debt payments.
We are party to borrowing arrangements with a syndicate of banks that provide a total of $871.3$820.0 million in borrowings, which includes $21.3$20.0 million of debt of The Andersons Denison Ethanol LLC which is non-recourse to the Company. Of that total, we had $553.6$633.5 million remaining available for borrowing at March 31,June 30, 2017. Peak short-term borrowings to date were $367.0$292.0 million on February 15,April 3, 2017. Typically, our highest borrowing occurs in the late winter and early spring due to seasonal inventory requirements in our fertilizer and grain businesses.

We paid $4.5$9.0 million in dividends in the first threesix months of 2017 compared to $4.3$8.7 million in the prior year. We paid $0.16 per common share for the dividends paid in January and April, 2017 and $0.155 per common share for the dividends paid in January and April, 2016. On March 3,May 12, 2017, we declared a cash dividend of $0.16 per common share payable on AprilJuly 24, 2017 to shareholders of record on AprilJuly 3, 2017.
Certain of our long-term borrowings include covenants that, among other things, impose minimum levels of equity and limitations on additional debt. We are in compliance with all such covenants as of March 31,June 30, 2017. In addition, certain of our long-term borrowings are collateralized by first mortgages on various facilities or are collateralized by railcar assets. Our non-recourse long-term debt is collateralized by ethanol plant assets.
Because we are a significant consumer of short-term debt in peak seasons and the majority of this is variable rate debt, increases in interest rates could have a significant impact on our profitability. In addition, periods of high grain prices and/or unfavorable market conditions could require us to make additional margin deposits on our exchange traded futures contracts. Conversely, in periods of declining prices, we receive a return of cash.
We believe our sources of liquidity will be adequate to fund our operations, capital expenditures and payments of dividends in the foreseeable future.

Off-Balance Sheet Transactions

Our Rail Group utilizes leasing arrangements that provide off-balance sheet financing for its activities. We lease assets from financial intermediaries through sale-leaseback transactions, the majority of which involve operating leasebacks. Rail Group assets we own or lease from a financial intermediary are generally leased to a customer under an operating lease. We also arrange non-recourse lease transactions under which we sell assets to a financial intermediary, and assign the related operating lease to the financial intermediary on a non-recourse basis. In such arrangements, we generally provide ongoing maintenance and management services for the financial intermediary, and receive a fee for such services. On most of the assets, we hold an option to purchase the assets at the end of the lease.

The following table describes our Rail Group asset positions at March 31,June 30, 2017: 
Method of ControlFinancial Statement Units
Owned-railcars available for saleOn balance sheet – current 561429
Owned-railcar assets leased to othersOn balance sheet – non-current 15,78016,685
Railcars leased from financial intermediariesOff balance sheet 3,6993,614
Railcars – non-recourse arrangementsOff balance sheet 3,2492,817
Total Railcars  23,28923,545
Locomotive assets leased to othersOn balance sheet – non-current 3635
Locomotives leased from financial intermediariesOff balance sheet 4
Total Locomotives  4039
Barge assets leased to othersOn balance sheet – non-current 
Barge assets leased from financial intermediariesOff balance sheet 65
Total Barges  65
In addition, we manage 501415 railcars for third party customers or owners for which we receive a fee.

Item 3. Quantitative and Qualitative Disclosures about Market Risk
For further information, refer to our Annual Report on Form 10-K for the year ended December 31, 2016. There were no material changes in market risk, specifically commodity and interest rate risk during the quarter ended March 31,June 30, 2017.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer ("Certifying Officers"), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by Rule 13a-15(b) of the Exchange Act, the Company carried out an evaluation, under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on the results of this evaluation, management concluded that, as of March 31,June 30, 2017, the Company's disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
Management concluded that the Company’s system of internal control over financial reporting was effective as of December 31, 2016.  As required by Rule 13a-15(d) of the Exchange Act, the Company carried out an evaluation, under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer, of any change in the Company’s internal controls over financial reporting that have materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting. The Company is undertaking the phased implementation of an ERP software system. The Company believes it is maintaining and monitoring appropriate internal controls during the implementation period and further believes that its internal control environment will be enhanced as a result of this implementation.  There have been no other changes in the Company’s internal controls over financial reporting during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.




Part II. Other Information

Item 1. Legal Proceedings
We are currently subject to various claims and suits arising in the ordinary course of business, which include environmental issues, employment claims, contractual disputes, and defensive counter claims. We accrue liabilities where litigation losses are deemed probable and estimable. We believe it is unlikely that the results of our current legal proceedings, even if unfavorable, will be materially different from what we currently have accrued. There can be no assurance, however, that any claims or suits arising in the future, whether taken individually or in the aggregate, will not have a material adverse effect on our financial condition or results of operations.

Item 1A. Risk Factors
Our operations are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in this Form 10-Q and could have a material adverse impact on our financial results. These risks can be impacted by factors beyond our control as well as by errors and omissions on our part. The most significant factors known to us that could materially adversely affect our business, financial condition or operating results are described in our 2016 Form 10-K (Item 1A).

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

No sales or repurchases of shares have occurred in 2017.

Item 6. Exhibits
(a) Exhibits
 
   
No.  Description
10.77Form of Performance Share Unit Agreement - Total Shareholder Return
10.78Form of Performance Share Unit Agreement - Earnings Per Share
10.79Form of Restricted Share Award
10.80Form of Restricted Share Award - Non-Employee Directors Agreement
   
12  Computation of Ratio of Earnings to Fixed Charges
  
31.1  Certification of the Chief Executive Officer under Rule 13(a)-14(a)/15d-14(a)
  
31.2  Certification of the Chief Financial Officer under Rule 13(a)-14(a)/15d-14(a)
  
32.1  Certifications Pursuant to 18 U.S.C. Section 1350
   
101 Financial Statements from the interim report on Form 10-Q of The Andersons, Inc. for the period ended March 31,June 30, 2017, formatted in XBRL: (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Equity, (v) the Condensed Consolidated Statement of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements.


Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
   
  
THE ANDERSONS, INC.
(Registrant)
  
Date: May 5,August 7, 2017 By /s/ Patrick E. Bowe
  Patrick E. Bowe
  Chief Executive Officer (Principal Executive Officer)
  
Date: May 5,August 7, 2017 By /s/ John Granato
  John Granato
  Chief Financial Officer (Principal Financial Officer)
  


Exhibit Index
The Andersons, Inc.
 
   
No.  Description
10.77Form of Performance Share Unit Agreement - Total Shareholder Return
10.78Form of Performance Share Unit Agreement - Earnings Per Share
10.79Form of Restricted Share Award
10.80Form of Restricted Share Award - Non-Employee Directors Agreement
   
12  Computation of Ratio of Earnings to Fixed Charges
  
31.1  Certification of the Chief Executive Officer under Rule 13(a)-14(a)/15d-14(a)
  
31.2  Certification of the Chief Financial Officer under Rule 13(a)-14(a)/15d-14(a)
  
32.1  Certifications Pursuant to 18 U.S.C. Section 1350
   
101 Financial Statements from the interim report on Form 10-Q of The Andersons, Inc. for the period ended March 31,June 30, 2017, formatted in XBRL: (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Equity, (v) the Condensed Consolidated Statement of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements.


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