SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
[ ] 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 registrant as specified in its charter)
OHIO 34-1562374
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
480 W. Dussel Drive, Maumee, Ohio 43537
(Address of principal executive offices) (Zip Code)
(419) 893-5050
(Telephone Number)
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No __
The registrant had 8,181,992 Common shares outstanding, no par value, at August
1, 1997.
THE ANDERSONS, INC.
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets - June 30, 1997
and December 31, 1996 3
Condensed Consolidated Statements of Operations -
Three months and Six months ended June 30, 1997 and 1996 6
Condensed Consolidated Statements of Cash Flows -
Six months ended June 30, 1997 and 1996 7
Notes to Condensed Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
THE ANDERSONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)(IN THOUSANDS)
June 30 December 31
1997 1996
Current assets:
Cash and cash equivalents $ 16,230 $ 27,524
Accounts and notes receivable:
Trade receivables - net 58,914 73,694
Margin deposits 327 327
59,241 74,021
Inventories:
Grain 34,615 70,762
Agricultural fertilizer and supplies 17,677 21,897
Merchandise 32,504 29,527
Lawn and corn cob products 10,646 17,633
Other 12,011 10,478
107,453 150,297
Deferred income taxes 2,826 1,864
Prepaid expenses 1,999 3,929
Total current assets 187,749 257,635
Other assets:
Notes receivable (net) and other assets 5,396 5,951
Investments in and advances to affiliates 1,354 1,340
6,750 7,291
Property, plant and equipment:
Land 11,311 11,261
Land improvements and leasehold improvements 24,763 24,431
Buildings and storage facilities 82,222 80,669
Machinery and equipment 101,767 99,871
Construction in progress 3,968 1,795
224,031 218,027
Less allowances for depreciation and
amortization 139,575 136,362
84,456 81,665
$278,955 $346,591
See notes to condensed consolidated financial statements.
THE ANDERSONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS - (continued)
(UNAUDITED)(IN THOUSANDS)
June 30 December 31
1997 1996
Current liabilities:
Notes payable $ 20,000 $ -
Accounts payable for grain 32,499 96,932
Other accounts payable 57,408 75,713
Accrued expenses 13,606 16,981
Current maturities of long-term debt 7,211 6,360
Total current liabilities 130,724 195,986
Pension and postretirement benefits 2,860 2,804
Long-term debt:
Note payable, 7.8%, payable $398
thousand quarterly, due 2004 14,100 14,250
Note payable under revolving credit
line, variable rate (7.4% at June
30, 1997) 18,000 16,300
Notes payable, variable rate (6.7% at
June 30, 1997), payable $336
quarterly beginning October 1997,
due 2004 9,418 9,418
Other notes payable 1,046 1,036
Industrial development revenue bonds:
6.5%, sinking fund $900 thousand to
$1 million payable annually, due 1999 2,900 2,900
Variable rate (5.7% at June 30, 1997),
payable $882 thousand annually
through 2004 6,351 6,351
Variable rate (4.7% at June 30, 1997),
due 2025 3,100 3,100
Debenture bonds, 6.5% to 10%, due 1997
through 2007 20,226 21,030
Other bonds, 4% to 10% 489 543
75,630 74,928
Less current maturities of long-term debt 7,211 6,360
68,419 68,568
Deferred income taxes 5,112 5,371
Minority interest 578 613
THE ANDERSONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS - (continued)
(UNAUDITED)(IN THOUSANDS)
June 30 December 31
1997 1996
Shareholders' equity:
Common stock (25,000 shares authorized,
stated value $.01 per share, 8,430
shares issued) 84 84
Additional paid-in capital 66,659 66,659
Retained earnings 6,782 7,106
Treasury stock (248 and 70 shares at
6/30/97 and 12/31/96, respectively;
at cost) (2,263) (600)
71,262 73,249
$278,955 $346,591
See notes to condensed consolidated financial statements.
THE ANDERSONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)(IN THOUSANDS, EXCEPT PER SHARE DATA)
Three Months Six Months
Ended June 30 Ended June 30
1997 1996 1997 1996
Grain sales and revenues $ 98,721 $201,696 $192,529 $355,059
Fertilizer, retail and other sales 150,719 142,729 242,729 245,481
Other income 750 804 1,697 1,402
250,190 345,229 436,955 601,942
Cost of grain sales 92,664 195,468 183,864 335,531
Cost of fertilizer, retail and
other sales 114,642 107,782 182,891 184,699
207,306 303,250 366,755 520,230
GROSS PROFIT 42,884 41,979 70,200 81,712
Operating, administrative and
general expenses 33,603 35,258 65,505 66,847
Interest expense 2,273 4,464 4,412 9,162
35,876 39,722 69,917 76,009
INCOME BEFORE INCOME TAXES 7,008 2,257 283 5,703
Provision for income taxes (Note B) 2,749 877 106 3,054
NET INCOME $ 4,259 $ 1,380 $ 177 $ 2,649
Earnings per share (Note B) $ 0.52 $ 0.16 $ 0.02 $ 0.31
Weighted average common shares
outstanding 8,230 8,430 8,287 8,430
See notes to consolidated financial statements.
THE ANDERSONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)(IN THOUSANDS)
Six Months Ended June 30
1997 1996
Operating activities
Net income $ 177 $ 2,649
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Depreciation and amortization 4,927 4,951
Provision for losses on accounts and notes
receivable 723 2,443
Deferred income tax (1,221) (2,221)
Other 28 (335)
Changes in operating assets and liabilities:
Trade receivables 14,056 (1,941)
Inventories 42,843 95,955
Prepaid expenses and other assets 2,191 1,855
Accounts payable for grain (64,433) (72,455)
Other accounts payable and accrued expenses (21,623) (14,898)
Net cash (used in) provided by operating activities (22,332) 16,003
Investing activities
Purchases of property, plant and equipment (7,602) (4,533)
Proceeds from sale of property, plant and equipment 102 277
Net cash used in investing activities (7,500) (4,256)
Financing activities
Net increase (decrease) in short-term borrowings 20,000 (9,375)
Proceeds from issuance of long-term debt 113,788 20,017
Payments of long-term debt (113,086) (23,200)
Purchase of common stock for the treasury (2,086) -
Proceeds from sale of treasury stock to employees
participating in Employee Share Purchase Plan 423 -
Dividends paid (501) -
Payments to dissenting partners and for fractional
shares in merger transaction - (64)
Net cash provided by (used in) financing activities 18,538 (12,622)
Decrease in cash and cash equivalents (11,294) (875)
Cash and cash equivalents at beginning of period 27,524 5,052
Cash and cash equivalents at end of period $ 16,230 $ 4,177
Noncash financing activity
Exchange of employee bonds for common shares $ (275)
Exchange of fixed assets for investment in LLC $ 513
See notes to condensed consolidated financial statements.
THE ANDERSONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note A - In the opinion of management, all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of the
results of operations for the periods indicated have been made.
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, 1996.
Note B - Prior to 1996, the majority of the Company's operations were conducted
as a partnership and the income from those operations was included in
the individual tax returns of its partners. Since January 2, 1996,
the date that The Andersons (the "Partnership") merged into its
corporate general partner, income from operations is taxed at the
corporate level. In conjunction with the merger, the Company recorded
the deferred tax assets and liabilities of the partnership that had
not previously been recognized. The net excess of deferred tax
liabilities over deferred tax assets ($812 thousand) was recorded in
the first quarter of 1996 and included as a component of the provision
for income taxes.
Note C - In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is required to be adopted
on December 31, 1997. At that time, the Company will be required to
change the method currently used to compute earnings per share and to
restate all prior periods. Under the new requirements for calculating
primary earnings per share, the dilutive effect of stock options will
be excluded. This standard will have no impact on the Company's
presentation of earnings per share.
Note D - Significant Accounting Policy - Derivatives. For the purpose of
hedging its market price risk exposure on grain owned and related
forward grain purchase and sale contracts, the Company holds commodity
derivatives in the form of futures and options contracts for corn,
soybeans and wheat. The Company accounts for all commodity
derivatives and the underlying grain inventories and forward grain
contracts using a daily mark to market method. Company policy limits
the Company's unhedged grain position.
Grain inventories in the Company's balance sheet are comprised of the
current market value of these commodity derivatives and the current
market value of grain inventory and forward grain contracts. Gains
and losses in the value of commodity derivatives (whether due to
changes in commodity prices or due to sale, maturity, or
extinguishment of the derivative contract) and grain inventories and
related forward grain contracts are included in Grain Sales and
Merchandising Revenues in the statement of income or loss.
The Company also periodically enters into interest rate contracts to
manage interest rate risk. Income or expense associated with these
interest rate contracts is recognized on the accrual basis over the
life of the agreement as a component of interest expense, except in
the case of interest rate caps where the cost of the contract is
included in expense at the time of purchase. The fair market value of
the interest rate contract is not recognized in the balance sheet.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
Comparison of the three months ended June 30, 1997 with the three months ended
June 30, 1996:
Sales and revenues for the three months ended June 30, 1997 totaled $250
million, a decrease of $95 million or 27.5% from the 1996 second quarter sales
and revenues of $345 million. The Agriculture Group had a total decrease in
sales and revenues of $89 million, with a $103 million decrease in grain sales
and revenue. This decrease is due to a 33% decrease in bushels shipped and a
27% decrease in the average price of a bushel sold. The grain business began
1997 with less grain available for sale than in prior years because of a poor
fall harvest in certain of the primary growing areas served by the Company, and
could continue to experience decreased revenues until the 1997 fall harvest. A
good wheat crop in the Company's primary growing area as well as expectations
for improved corn and soybean crops in those same areas (as compared to the
prior two harvests) may provide the Company significant bushels to handle in
the fourth quarter of 1997. Wholesale fertilizer contributed additional
sales and revenues of $11 million, or 30%, primarily on volume that was delayed
from the first quarter, while the retail farm centers experienced sales
increases of $3 million.
The Retail Group experienced a 5% decrease in sales. The three Toledo area
stores and the Lima store have been affected by new competitors in their
respective markets and all stores were negatively affected by wet and cool
weather during a peak period for lawn and garden sales.
The Processing & Manufacturing Group had a $4 million or 12% decrease in
sales. The processing business (lawn fertilizer and industrial products) had
the largest sales decrease of $3.8 million or 16%. Of this decrease, $2.6
million represented combined 1996 sales and revenues of the Sorbents TM
business that was sold in the fourth quarter of 1996 and four lawn fertilizer
retail businesses that are no longer being operated by the Company. The
remainder of the decrease resulted from lower volume in both businesses.
Decreases in the manufacturing and ventures divisions were not significant.
Gross profit for the three months ended June 30, 1997 totaled $42.9 million,
an increase of $0.9 million or 2% from the 1996 second quarter gross profit of
$42 million. The Agriculture Group contributed increased gross profit of $2.1
million, primarily as a result of increased sales in wholesale and retail
fertilizer. Gross profit on sales in the Retail Group was down $1.1 million or
7%. The Processing and Manufacturing Group had flat results with the
processing division posting a $0.9 million or 12% decrease, the manufacturing
division gross profit up $0.5 million or 34% and the ventures division up $0.3
million or 17%. However, when excluding the 1996 gross profit related to the
businesses no longer operated (as described previously), the Processing and
Manufacturing Group showed an increase of $0.7 million or 7%.
Operating, administrative and general expenses for the second quarter of
1997 totaled $33.6 million, a decrease of $1.7 million or 5% from the second
quarter of 1996. The decrease relates to (1) decreased provision for the
nonperformance of grain contracts as compared to the amount taken in 1996 due
to the unusual market conditions in the grain industry at that time and (2)
1996 expenses related to the businesses not in operation in 1997.
Interest expense for the second quarter of 1997 was $2.3 million, a $2.2
million decrease from the second quarter of 1996. This interest expense
decrease was due to a $99 million or 62% decrease in average short-term
borrowings from the second quarter of 1996. Short-term borrowings are used to
fund working capital needs. A $93 million or 60% reduction in average grain
inventory for the same period resulting from lower bushel volume and lower
market prices caused the reduction in borrowings.
Income before income taxes was $7 million, a $4.8 million increase from the
second quarter of 1996. The effective income tax rate for the second quarter
of 1997 is 39.2% as compared to the 1996 second quarter effective rate of
38.9%. Net income of $4.3 million represents a $2.9 million increase from the
1996 second quarter net income. Earnings per share of $0.52 is a $0.36
increase from the second quarter of 1996 earnings per share of $0.16.
Comparison of the six months ended June 30, 1997 with the six months ended June
30, 1996:
Sales and revenues for the six months ended June 30, 1997 totaled $437
million, a decrease of $165 million or 27.4% from the 1996 first half sales and
revenue of $602 million. The Agriculture Group had a total decrease of $163
million, with all of it due to decreased grain sales and revenue. The
significant decrease in grain sales and revenues is due to a 29% decrease in
bushels shipped, a 22% decrease in the average price of a bushel sold and
merchandising revenues lower than the first half of 1996 by $6.5 million or
60%. The grain business began 1997 with less grain available for sale than in
prior years (due to a poor fall harvest in certain of the primary growing areas
served by the Company) and could continue to experience decreased revenues
until the 1997 fall harvest. A good wheat crop in the Company's primary
growing area as well as expectations for improved corn and soybean crops in
those same areas (as compared to the prior two harvests) may provide the
Company significant bushels to handle in the fourth quarter of 1997. Wholesale
fertilizer had a sales and revenues decrease of $2.8 million, or 4%, which was
due to a 3% decrease in volume and a 1% decrease in average price per
ton sold, while the retail agricultural business experienced a sales increase
of $2.6 million or 14%.
The Retail Group experienced a 1% decrease in sales from the first half of
1996. The Toledo area stores and the Lima store have been affected by new
competitors in their respective markets and all stores were hurt by wet and
cool weather during a peak period for lawn and garden sales.
The Processing & Manufacturing Group had a $2.5 million or 4% decrease in
sales. The processing business (lawn fertilizer and industrial products) had
the largest sales decrease of $6.5 million or 13%. Of this decrease, $5
million represents 1996 sales and revenues of businesses that they Company is
no longer operating. The remainder of the decrease resulted from lower
volume. The manufacturing division had a $4 million or 46% increase in sales
for the first half of the year due to several sales of railcars in the period.
The decrease in the ventures divisions was not significant.
Gross profit for the six months ended June 30, 1997 totaled $70.2 million,
a decrease of $11.5 million or 14% from the 1996 first half gross profit of
$81.7 million. The Agriculture Group's gross profit decreased $11 million,
with the grain division showing a decrease of $10.9 million, wholesale
fertilizer division a decrease of $1.4 million and retail farm centers an
increase of $1.3 million. Gross profit on sales in the Retail Group was down
$0.5 million or 2%. The Processing and Manufacturing Group had a slight
decrease in gross profit with the processing division posting a $1.8 million or
10% decrease, the manufacturing division gross profit up $0.9 million or 37%
and the ventures division up $0.5 million or 16%. However, when excluding the
1996 gross profit related to businesses that the Company is no longer
operating, the Processing and Manufacturing Group showed an increase of $1.3
million or 6%.
Operating, administrative and general expenses for the first half of 1997
totaled $65.5 million, a decrease of $1.3 million or 2% from the first half of
1996. The decrease relates to (1) decreased provision for the nonperformance
of grain contracts as compared to the amount taken in 1996 due to the unusual
market conditions in the grain industry at that time and (2) 1996 expenses
related to the businesses not in operation in 1997.
Interest expense for the first half of 1997 was $4.4 million, a $4.8
million decrease from the first half of 1996. This interest expense decrease
was due to a $115 million or 71% decrease in average short-term borrowings from
the first half of 1996. Short-term borrowings are used to fund working capital
needs. A $105 million or 62% decrease in average grain inventory for the same
period resulting from lower bushel volume and lower market prices caused the
reduction in borrowings.
Income before income taxes was $0.3 million a $5.4 million decrease from
the first half of 1996. The effective income tax rate for the first half of
1997 is 37.5% as compared to the 1996 first half effective rate of 53.6%. The
effective income tax rate of 37.5% for the first six months of 1997 is
reflective of the Company's estimated income tax rate for the year. The 1996
rate includes $0.8 million to establish deferred taxes on the assets of the
former partnership at the January 2, 1996 merger and after removing that
amount, the 1996 effective rate was 39.3%. Net income of $0.2 million
represents a $2.4 million decrease from the 1996 first half net income.
Earnings per share of $0.02 is a $0.29 decrease from the first half of 1996
earnings per share of $0.31.
Liquidity and Capital Resources
The Company's primary use of cash includes funding working capital
requirements, making payments on debt and other obligations, investing in
capital additions, acquisitions and improvements, providing a return to its
owners through dividends and funding repurchases of its common shares. The
Company believes that cash from operations and available financing
sources will be sufficient to meet anticipated cash requirements.
In the first six months of 1997, the Company's operations used $22 million.
Working capital decreased $4.4 million in this same time period. The Company
had $16 million in cash and cash equivalents at June 30, 1997 and has
significant short-term lines of credit available to finance working capital,
primarily inventories and accounts receivable of $250 million, of which $20
million was borrowed at June 30, 1997. The nature of the Company's commodities
businesses requires it to maintain these credit lines to finance working
capital requirements that can fluctuate greatly due to seasonal inventory
levels and market volatility. Typically the Company's highest borrowings occur
in the spring due to high inventory levels in the wholesale fertilizer and
retail businesses, credit sales in the wholesale fertilizer and lawn fertilizer
businesses and a customary reduction in the liability for grain due to the cash
needs of grain producers and market strategies.
A quarterly cash dividend of $0.03 per common share was paid in the each of
the first two quarters of 1997. A cash dividend of $0.03 per common share was
declared for shareholders of record on July 1, 1997 and was paid on July 21,
1997. No cash dividends were paid in 1996, but the final payment of $64
thousand to former partners electing not to participate in the merger and for
fractional shares, was paid in the first quarter of 1996. The Company made
income tax payments of $2.6 million in the first half of 1997 and expects to
make payments totaling approximately $2.4 million for the remainder of 1997.
Also in the first half of 1997, the Company has purchased 228 thousand shares
of its common stock for the treasury and reissued 49 thousand shares to its
employees as part of the Employee Share Purchase Plan.
The Company has spent $7.6 million to date on capital additions and
improvements. Total capital expenditures for 1997 are expected to approximate
$16 million. They include $4 million for renovations to retail stores, $4.5
million for plant upgrades, expansion and the purchase of the assets of Blondes
Farm Supply, Inc., located in Litchfield and North Adams, Michigan, a retail
farm center business that the Company has leased for several years in the
agriculture group and $ 1 million for plant improvements and expansion in the
processing and manufacturing group. Funding for these expenditures is expected
to come from cash generated from operations or additional long-term debt.
Capital expenditures can be curtailed if cash generated from operations is less
than expected.
Certain of the Company's long-term debt is secured by first mortgages on
various facilities. In addition, some of the long-term borrowings include
provisions that impose minimum levels of working capital and equity,
limitations on additional debt and require the Company to be substantially
hedged in its grain transactions. The Company's liquidity is enhanced by the
fact that grain inventories are readily marketable. In the opinion of
management, the Company's liquidity is adequate to meet short-term and long-
term needs.
Forward Looking Statements
The preceding Management's Discussion and Analysis contain various
"forward-looking statements" that reflect the Company's current views with
respect to future events and financial performance. These forward-looking
statements are subject to certain risks and uncertainties, including but not
limited to those identified below, which could cause actual results to
differ materially from historical results or those anticipated. The words
"believe," "expect," "anticipate" and similar expressions identify forward-
looking statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
The following factors could cause actual results to differ materially from
historical results or those anticipated; weather, supply and demand of
commodities including grains, fertilizer and other basic raw materials,
market prices for grains and the potential for increased margin requirements,
regulatory agency review of grain contracts and related contract default
litigation, competition, economic conditions and competition in its retail
stores' markets, interest rates and income taxes.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company, like others in the agriculture industry, utilizes different
types of contracts with producers (including contracts commonly referred to as
"Hedged To-Arrive" or "HTA" contracts) to purchase grain. Some grain producers
have defaulted or threatened default on certain of these contracts, arguing
that their contracts are unenforceable. The Company believes that this is due,
in large part, to unprecedented high grain prices experienced in 1996 and in
come cases, crop shortages due to poor weather in some of the primary growing
areas served by the Company. The Company currently is engaged in litigation
and/or arbitration with several defaulting producers, including one purported
class action filed on May 16, 1996 in the United States District Court for the
Northern District of Illinois, Eastern Division, Case no. 96C2936, Harter, et.
al., v. Iowa Grain Company and The Andersons Investment Services Corp.,
d.b.a. The Andersons, Inc., wherein enforceability of the delivery obligation
under certain grain contracts has been raised as an issue. The Harter lawsuit
seeks declaratory and injunctive relief and compensatory, exemplary and
punitive damages of an unspecified amount. The Court, in Harter, ordered
arbitration by the National Grain and Feed Association and dismissed Iowa Grain
Company as a defendant. The Company currently has several arbitration cases
before the National Grain and Feed Association. The company has also received
several favorable rulings in the arbitration proceedings. The Company believes
its grain contracts are enforceable obligations and intends to enforce them.
Although no assurance can be given that the current litigation and arbitration
will not result in liability or loss, the Company continues to believe that it
has valid claims and defenses in the lawsuits and proceedings in which it
is involved.
Pursuant to subpoenas duces tecum served by the Commodities Futures Trading
Commission (the "CFTC"), the Company has produced certain records, including
names and phone numbers of certain customers, and the depositions of certain
employees and former employees have been taken in the matter of "Certain
Transactions and Practices Among Grain Elevators, et. al., Involving Futures
Contracts."
In light of the Company's current and prior use of Hedged To-Arrive
contracts, related industry-wide litigation, and current conditions of the
industry as a whole, there can be no assurance that other litigation will not
be brought, that a class will not be certified or that other CFTC proceedings
will not be instituted. There currently is no reasonable basis to predict
the amount of future liability or loss, if any, that may arise from such
litigation or CFTC proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of the shareholders of The Andersons, Inc. was held on
May 22, 1996 to elect ten directors, to ratify the appointment of the Company's
independent public accountants and to approve an amendment to the Long-Term
Performance Compensation Plan. Results of the voting follow:
Director For Against Withheld Not Voted
Donald E. Anderson 7,592,884 0 3,405 720,703
Michael J. Anderson 7,592,884 0 3,405 720,703
Richard M. Anderson 7,592,884 0 3,405 720,703
Richard P. Anderson 7,592,884 0 3,405 720,703
Thomas H. Anderson 7,592,884 0 3,405 720,703
John F. Barrett 7,592,522 0 3,767 720,703
Paul M. Kraus 7,592,884 0 3,405 720,703
Donald M. Mennel 7,592,884 0 3,405 720,703
David L. Nichols 7,592,884 0 3,405 720,703
Dr. Sidney A. Ribeau 7,592,684 0 3,605 720,703
Charles A. Sullivan 7,592,884 0 3,405 720,703
Long-Term Performance
Compensation Plan 4,885,150 144,830 121,963 3,165,049
Independent Accountant 7,499,209 1,025 96,055 720,703
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K. There were no reports on Form 8-K for the three
months ended June 30, 1997.
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: August 13, 1997 By /s/Richard P. Anderson
Richard P. Anderson
Chairman of the Board and Chief
Executive Officer
Date: August 13, 1997 By /s/Richard R. George
Richard R. George
Vice President and Controller
(Principal Accounting Officer)