The Andersons, Inc. 11-K
Table of Contents

 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
     
þ   Annual Report Pursuant To Section 15(d) Of The Securities Exchange Act Of 1934
for the fiscal year ended December 31, 2006
or
     
o   Transition Report Pursuant To Section 15(d) Of The Securities Exchange Act Of 1934
for the transition period from                                          to                                         
Commission file number 000-20557
A.   Full title of the plan and the address of the plan, if different from that of the issuer named below: The Andersons, Inc. Retirement Savings Investment Plan.
B.   Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: The Andersons, Inc., 480 West Dussel Drive, Maumee, Ohio 43537.
 
 

 


 

The Andersons, Inc. Retirement Savings Investment Plan
     
    Contents
 
   
  1
 
   
  2
 
   
  3
 
   
  4-7
 
   
  Schedule 1
 EX-23

 


Table of Contents

Report of Independent Registered Public Accounting Firm
To the Pension Committee
The Andersons, Inc. Retirement
      Savings Investment Plan
We have audited the accompanying statement of net assets available for plan benefits of The Andersons, Inc. Retirement Savings Investment Plan as of December 31, 2006 and 2005 and the related statement of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2006 and 2005 and the changes in net assets available for plan benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held at end of year as of December 31, 2006 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to those basic financial statements taken as a whole.
 
/s/ Plante & Moran, PLLC
Toledo, Ohio
June 19, 2007

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The Andersons, Inc. Retirement Savings Investment Plan
Statement of Net Assets Available for Plan Benefits
                 
    December 31  
    2006     2005  
     
Assets — Participant-directed investments (Note 2):
               
Mutual funds:
               
Spartan U.S. Equity Index fund
  $ 17,376,656     $ 16,566,704  
Fidelity Magellan fund
    11,748,435       13,359,343  
Fidelity Growth and Income Portfolio
    10,057,446       10,196,553  
Fidelity U.S. Bond Index fund
    12,474,040       13,540,734  
Fidelity Money Market Trust, Retirement Government Money Market Portfolio
    7,176,036       7,137,158  
Fidelity Low-priced Stock fund
    11,255,766       10,330,369  
Fidelity Contrafund
    8,973,246       7,661,794  
Janus Enterprise fund
    4,127,066       4,402,936  
Fidelity Freedom Income fund
    280,895       242,043  
Fidelity Freedom 2000 fund
    390,420       363,112  
Fidelity Freedom 2005 fund
    18,450       13,578  
Fidelity Freedom 2010 fund
    3,858,805       3,502,157  
Fidelity Freedom 2015 fund
    389,913       6,407  
Fidelity Freedom 2020 fund
    2,726,234       1,715,415  
Fidelity Freedom 2025 fund
    430,117       166,719  
Fidelity Freedom 2030 fund
    1,450,613       852,650  
Fidelity Freedom 2035 fund
    152,096       63,149  
Fidelity Freedom 2040 fund
    413,561       196,577  
Dodge and Cox Stock fund
    8,663,385       6,000,899  
Allianz RCM Technology Instl fund
    1,403,213       1,445,767  
First Eagle Overseas fund
    7,782,109       5,707,055  
Fidelity Small Cap Stock fund
    1,217,174       929,000  
Masters Select International fund
    8,961,795       6,177,901  
American Beacon Small Cap Value fund
    1,584,108       1,244,669  
Vanguard Short-Term Corporate fund
    1,520,710       146,997  
Common stock of The Andersons, Inc.
    10,675,062       5,415,150  
Loans receivable from plan participants
    2,778,736       2,499,851  
     
Net Assets Available for Plan Benefits
  $ 137,886,087     $ 119,884,687  
     
See Notes to Financial Statements.

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The Andersons, Inc. Retirement Savings Investment Plan
Statement of Changes in Net Assets Available for Plan Benefits
                 
    Year Ended December 31  
    2006     2005  
     
Additions
               
Contributions:
               
Participants
  $ 4,484,111     $ 4,396,226  
Employer
    1,546,687       1,459,618  
Transfers from other qualified plans
    710,645       271,478  
     
 
               
Total contributions
    6,741,443       6,127,322  
 
               
Investment income:
               
Interest and dividends
    11,107,214       5,885,387  
Net appreciation in fair value of investments during the year (Note 4)
    8,116,846       4,146,204  
     
 
               
Total additions
    25,965,503       16,158,913  
 
               
Deductions
               
Payments made to active and terminated participants
    7,949,938       7,219,559  
Investment fees
    14,165       10,951  
     
 
               
Total deductions
    7,964,103       7,230,510  
 
               
     
Net Increase
    18,001,400       8,928,403  
 
               
Net Assets Available for Plan Benefits - Beginning of year
    119,884,687       110,956,284  
     
 
               
Net Assets Available for Plan Benefits - End of year
  $ 137,886,087     $ 119,884,687  
     
See Notes to Financial Statements.

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The Andersons, Inc. Retirement Savings Investment Plan
Notes to Financial Statements
December 31, 2006 and 2005
Note 1 — Significant Accounting Policies
The accounting records of The Andersons, Inc. Retirement Savings Investment Plan (the “Plan”) are maintained on the accrual basis by The Andersons, Inc. (the “Plan Sponsor”). Plan assets are maintained by Fidelity Management Trust Company (the “Trustee”) and monitored by the pension committee established by the Plan Sponsor.
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates.
Unpaid withdrawals due to terminated participants have not been deducted in determining assets available for benefits for financial reporting purposes or from total assets in the Plan’s annual return on Form 5500. These amounts totaled $1,676,327 and $1,140,058 at December 31, 2006 and 2005, respectively. Benefits are recorded when paid.
Investments are stated at fair value. The fair values of the Plan’s investments in mutual funds are based on net asset values on the last business day of the plan year. The fair value of the Plan’s investments in The Andersons, Inc. common stock is based on NASDAQ closing market prices on the last business day of each plan year. Participant loans are stated at their outstanding balances, which approximates fair value.
Investment securities are exposed to various risks, such as interest rate, market, and credit. It is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the statement of net assets available for plan benefits.
Note 2 — Description of the Plan
The Plan is a defined contribution plan that covers substantially all employees of The Andersons, Inc. and its wholly owned subsidiary, The Andersons Mower Center, Inc. The Plan provides for retirement, disability, and death benefits for participants who meet certain eligibility requirements, including attaining age 21. Full-time employees are eligible to begin deferring money into the Plan on the first day of the month after being hired. Part time employees are eligible to begin deferring money into the Plan upon meeting the one year of service requirement. Employer-matching contributions are to be made only after a participant has one year of service and 1,000 hours of service.

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The Andersons, Inc. Retirement Savings Investment Plan
Notes to Financial Statements
December 31, 2006 and 2005
Note 2 — Description of the Plan (Continued)
Employee contributions may be made by salary reduction up to 50 percent of annual compensation (in .50 percent increments) subject to the maximum annual contribution allowed by law. Employer-matching contributions are made at the rate of 50 percent of employee contributions, with a maximum contribution of 3 percent of annual compensation. Participants vest ratably over five years in the employer’s matching contributions. Participants are fully vested in their contributions to the Plan.
The Plan may accept rollover contributions from IRAs or from other qualified defined benefit or contribution plans of The Andersons, Inc. or participants’ former employers.
Forfeited balances of terminated accounts are used to reduce future employer contributions. The balance of forfeited nonvested accounts was not material in 2006 or 2005. The Plan Sponsor may make supplemental contributions to the Plan at its sole discretion. There were no supplemental contributions made in 2006 or 2005.
Each participant directs Fidelity Management Trust Company to invest any or all of his or her account among various investment options including an option to invest in the common stock of The Andersons, Inc.
No assets of any self-directed account may be used for the benefit of any other account or participant.
The Plan Sponsor has the right under the Plan to terminate the Plan and the trust at any time. In the event of termination, participants become fully vested in their individual accounts.
Additional information about the plan agreement and limitations on contributions is available from the human resources department of the Plan Sponsor or from designated individuals at the participating employers.
Participants may borrow up to 50 percent of their vested account balances. The minimum loan amount is $1,000 and the maximum is $50,000. Each participant may only have one loan outstanding and each loan bears interest at a fixed rate equal to the prime rate at the end of the quarter previous to initiation of the loan plus 1 percent.
The Plan Sponsor pays substantially all costs of administering the Plan, including trustee fees. The Plan pays investment fees.

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The Andersons, Inc. Retirement Savings Investment Plan
Notes to Financial Statements
December 31, 2006 and 2005
Note 3 — Benefits
    A participant is entitled to a benefit representing his or her salary reduction contributions, the vested amount of employer contributions, and allocated income thereon (including realized and unrealized gains and losses). Upon termination of employment due to retirement, permanent disability, or death, a participant or his or her beneficiary is entitled to receive distribution of the vested account balance in a lump sum or in monthly installments.
 
    Withdrawals of employer and employee salary reduction contributions and related income thereon during the participant’s employment are prohibited unless the participant can show immediate and extreme financial hardship as determined by the pension committee.
Note 4 — Investments
    The Plan’s investments at December 31, 2006 and 2005 are held by the Trustee. The Plan’s investments (including investments bought, sold, and held during the year) appreciated in fair value as follows:
                 
    2006     2005  
Net appreciation in fair value:
               
Mutual funds
  $ 2,826,911     $ 1,950,627  
The Andersons, Inc common stock
    5,289,935       2,195,577  
 
           
Total
  $ 8,116,846     $ 4,146,204  
 
           
Note 5 — Transactions with Parties-in-interest
    Fees paid by the Plan Sponsor to parties-in-interest for legal, accounting, and other services rendered to the Plan are based on customary and reasonable rates for such services. In addition, certain investments held by the Plan are invested in securities managed by the Plan’s custodian, Fidelity Investments Institutional Operations Company, Inc.

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The Andersons, Inc. Retirement Savings Investment Plan
Notes to Financial Statements
December 31, 2006 and 2005
Note 6 — Income Tax Status
    The Internal Revenue Service ruled on March 31, 2003, applicable for the amendments executed February 19, 2002, that the Plan for The Andersons, Inc. and The Andersons Mower Center, a participating employer, qualifies under Section 401(a) of the Internal Revenue Code (the “Code”) and that the trust, therefore, is exempt from taxation. The Plan is required to operate in conformity with the Code and ERISA to maintain its tax-exempt status. The Plan’s administrator is not aware of any course of action or events that have occurred that might adversely affect the Plan’s qualified status.
Note 7 — Subsequent Event
    Effective January 1, 2007, the Plan was amended and restated in its entirety. The provisions of the restated plan replaced the current matching provision with a required minimum employer contribution of 3 percent of a participant’s compensation plus 50 percent of each participant’s deferral contributions in excess of 3 percent but, not in excess of 5 percent of the participant’s compensation subject to limitations in the Internal Revenue Code.

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The Andersons, Inc. Retirement Savings Investment Plan
Schedule of Assets Held at End of Year
Form 5500, Schedule H, Item 4i
EIN 34-1562374, Plan No. 003
December 31, 2006
                 
Issuer   Identity of Issue   Cost   Fair Value  
Fidelity Investments
  Spartan U.S. Equity Index Fund - Mutual fund   *   $ 17,376,656  
Fidelity Investments
  Fidelity Magellan Fund - Mutual fund   *     11,748,435  
Fidelity Investments
  Fidelity Growth and Income Portfolio - Mutual fund   *     10,057,446  
Fidelity Investments
  Fidelity U.S. Bond Index Fund - Mutual fund   *     12,474,040  
Fidelity Investments
  Fidelity Money Market Trust, Retirement Government Money Market Portfolio - Mutual fund   *     7,176,036  
Fidelity Investments
  Fidelity Low-priced Stock Fund - Mutual fund   *     11,255,766  
Fidelity Investments
  Fidelity Contrafund - Mutual fund   *     8,973,246  
Fidelity Investments
  Janus Enterprise Fund - Mutual fund   *     4,127,066  
Fidelity Investments
  Fidelity Freedom Income Fund - Mutual fund   *     280,895  
Fidelity Investments
  Fidelity Freedom 2000 Fund - Mutual fund   *     390,420  
Fidelity Investments
  Fidelity Freedom 2005 Fund - Mutual fund   *     18,450  
Fidelity Investments
  Fidelity Freedom 2010 Fund - Mutual fund   *     3,858,805  
Fidelity Investments
  Fidelity Freedom 2015 Fund - Mutual fund   *     389,913  
Fidelity Investments
  Fidelity Freedom 2020 Fund - Mutual fund   *     2,726,234  
Fidelity Investments
  Fidelity Freedom 2025 Fund - Mutual fund   *     430,117  
Fidelity Investments
  Fidelity Freedom 2030 Fund - Mutual fund   *     1,450,613  
Fidelity Investments
  Fidelity Freedom 2035 Fund - Mutual Fund   *     152,096  
Fidelity Investments
  Fidelity Freedom 2040 Fund - Mutual fund   *     413,561  
Fidelity Investments
  Dodge and Cox Stock Fund - Mutual fund   *     8,663,385  
Fidelity Investments
  Allianz RCM Technology Instl Fund - Mutual fund   *     1,403,213  
Fidelity Investments
  First Eagle Overseas Fund - Mutual fund   *     7,782,109  
Fidelity Investments
  Fidelity Small Cap Stock Fund - Mutual fund   *     1,217,174  
Fidelity Investments
  Masters Select International Fund - Mutual fund   *     8,961,795  
Fidelity Investments
  American Beacon Small Cap Value Fund - Mutual fund   *     1,584,108  
Fidelity Investments
  Vanguard Short-Term Corporate Fund - Mutual fund   *     1,520,710  
The Andersons, Inc.
  The Andersons, Inc. common stock   *     10,675,062  
Participants
  Participant loans with interest ranging from 5.00 percent to 10.00 percent       2,778,736  
 
             
 
  Total       $ 137,886,087  
 
             
 
*   Cost information is not required.

Schedule 1


Table of Contents

SIGNATURES
Pursuant to the requirements of the Securities Exchange act of 1934, the Plan Administrator has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized.
The Andersons, Inc. Retirement Savings Investment Plan
                                    (Name of Plan)
         
 
       
 
      The Andersons, Inc.
(Registrant)
 
       
Date: June 29, 2007
      By /s/Michael J. Anderson
         
 
      Michael J. Anderson
President and Chief Executive Officer
 
       
Date: June 29, 2007
      By /s/Richard R. George
         
 
      Richard R. George
Vice President, Controller and CIO
     (Principal Accounting Officer)
 
       
Date: June 29, 2007
      By /s/Gary L. Smith
         
 
      Gary L. Smith
Vice President, Finance and Treasurer
     (Principal Financial Officer)