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, 2007
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


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Report of Independent Registered Public Accounting Firm
To the Pension Committee
The Andersons, Inc. Retirement
   Savings Investment Plan
We have audited the accompanying statement of net assets available for plan benefits of The Andersons, Inc. Retirement Savings Investment Plan as of December 31, 2007 and 2006 and the related statement of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the 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, 2007 and 2006 and the changes in net assets available for plan benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held at end of year as of December 31, 2007 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of 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
Southfield, Michigan
June 24, 2008

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The Andersons, Inc. Retirement Savings Investment Plan
Statement of Net Assets Available for Plan Benefits
                 
    December 31  
    2007     2006  
Assets — Participant-directed investments (Note 2)
               
Mutual funds:
               
Spartan U.S. Equity Index Fund
  $ 17,126,781     $ 17,376,656  
Fidelity Magellan Fund
    11,579,433       11,748,435  
Fidelity Growth and Income Portfolio
    9,473,745       10,057,446  
Fidelity U.S. Bond Index Fund
    13,000,118       12,474,040  
Fidelity Money Market Trust, Retirement
               
Government Money Market Portfolio
    8,816,600       7,176,036  
Fidelity Low-priced Stock Fund
    10,216,884       11,255,766  
Fidelity Contrafund
    10,563,030       8,973,246  
Janus Enterprise Fund
    5,333,323       4,127,066  
Fidelity Freedom Income Fund
    376,942       280,895  
Fidelity Freedom 2000 Fund
    742,095       390,420  
Fidelity Freedom 2005 Fund
    10,608       18,450  
Fidelity Freedom 2010 Fund
    4,671,428       3,858,805  
Fidelity Freedom 2015 Fund
    997,023       389,913  
Fidelity Freedom 2020 Fund
    3,746,561       2,726,234  
Fidelity Freedom 2025 Fund
    1,170,096       430,117  
Fidelity Freedom 2030 Fund
    1,894,229       1,450,613  
Fidelity Freedom 2035 Fund
    330,182       152,096  
Fidelity Freedom 2040 Fund
    809,844       413,561  
Fidelity Freedom 2045 Fund
    33,334        
Fidelity Freedom 2050 Fund
    25,853        
Dodge and Cox Stock Fund
    7,914,885       8,663,385  
Allianz RCM Technology Instl Fund
    2,151,977       1,403,213  
First Eagle Overseas Fund
    6,788,036       7,782,109  
Fidelity Small Cap Stock Fund
    1,328,358       1,217,174  
Masters Select International Fund
    12,553,716       8,961,795  
American Beacon Small Cap Value Fund
    1,297,661       1,584,108  
Vanguard Short-Term Corporate Fund
    2,016,172       1,520,710  
Common stock of The Andersons, Inc.
    10,866,467       10,675,062  
Employee contribution receivable
    42,392        
Employer contribution receivable
    19,493        
Loans receivable from plan participants
    2,839,902       2,778,736  
 
           
 
               
Net Assets Available for Plan Benefits
  $ 148,737,168     $ 137,886,087  
 
           
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  
    2007     2006  
Additions
               
Contributions:
               
Participants
  $ 5,128,856     $ 4,484,111  
Employer
    2,518,358       1,546,687  
Transfers from other qualified plans
    624,343       710,645  
 
           
 
Total contributions
    8,271,557       6,741,443  
 
Investment income:
               
Interest and dividends
    11,373,741       11,107,214  
Net appreciation in fair value of investments during the year (Note 4)
    844,952       8,116,846  
 
           
 
               
Total additions
    20,490,250       25,965,503  
 
               
Deductions
               
Payments made to participants
    9,621,810       7,949,938  
Investment fees
    17,359       14,165  
 
           
 
               
Total deductions
    9,639,169       7,964,103  
 
           
 
               
Net Increase
    10,851,081       18,001,400  
 
               
Net Assets Available for Plan Benefits - Beginning of year
    137,886,087       119,884,687  
 
           
 
               
Net Assets Available for Plan Benefits - End of year
  $ 148,737,168     $ 137,886,087  
 
           
See Notes to Financial Statements.

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The Andersons, Inc. Retirement Savings Investment Plan
Notes to Financial Statements
December 31, 2007 and 2006
Note 1 — Significant Accounting Policies
The accounting records of The Andersons, Inc. Retirement Savings Investment Plan (the “Plan”) are maintained on the accrual basis by The Andersons, Inc. (the “Plan Sponsor”). Plan assets are maintained by Fidelity Management Trust Company (the “Trustee”) and monitored by the pension committee established by the Plan Sponsor.
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates.
Unpaid withdrawals due to terminated participants have not been deducted in determining net assets available for benefits for financial reporting purposes or from total assets in the Plan’s annual return on Form 5500. These amounts totaled $37,642 and $1,676,327 at December 31, 2007 and 2006, respectively. Benefits are recorded when paid.
Investments are stated at fair value. The fair values of the 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 approximate fair value.
Investment securities are exposed to various risks, such as interest rate, market, and credit. It is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the statement of net assets available for plan benefits.
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements, (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of SFAS 157 are effective for the fiscal year beginning after November 15, 2007. The Plan Sponsor is currently evaluating the impact, if any, of the provisions of SFAS 157 on the Plan’s financial statements.

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The Andersons, Inc. Retirement Savings Investment Plan
Notes to Financial Statements
December 31, 2007 and 2006
Note 2 — Description of the Plan
The Plan is a defined contribution plan that covers substantially all employees of The Andersons, Inc. and its wholly owned subsidiary, The Andersons Mower Center, Inc. The Plan provides for retirement, disability, and death benefits for participants who meet certain eligibility requirements, including attaining age 21. Full-time employees are eligible to begin deferring money into the Plan on the first day of the month after being hired. Part-time employees are eligible to begin deferring money into the Plan upon meeting the one year of service requirement. Employer-matching contributions are to be made only after a participant has one year of service and 1,000 hours of service.
Employee contributions may be made by salary reduction up to 50 percent of annual compensation (in .50 percent increments) subject to the maximum annual contribution allowed by law. Effective January 1, 2007, the Plan was amended and restated in its entirety to provide a required minimum matching employer contribution of 3 percent of a 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 deferred, subject to limitations in the Internal Revenue Code. Prior to January 1, 2007, employer-matching contributions were made at the rate of 50 percent of employee contributions, with a maximum annual contribution of 3 percent of annual compensation. Participants vest ratably over five years in the 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 2007 or 2006. The Plan Sponsor may make supplemental contributions to the Plan at its sole discretion. Supplemental contributions were $210,000 and $0 for the years ended December 31, 2007 and 2006, respectively.
Each participant directs Fidelity Management Trust Company to invest any or all of his or her account among various investment options, including an option to invest in the common stock of The Andersons, Inc.
No assets of any participant account may be used for the benefit of any other account or participant.
The Plan Sponsor has the right under the Plan to terminate the Plan and the trust at any time. In the event of termination of the Plan, participants become fully vested in their individual accounts.

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The Andersons, Inc. Retirement Savings Investment Plan
Notes to Financial Statements
December 31, 2007 and 2006
Note 2 — Description of the Plan (Continued)
Additional information about the plan agreement and limitations on contributions is available from the human resources department of the Plan Sponsor or from designated individuals at the participating employers.
Participants may borrow up to 50 percent of their vested account balances. The minimum loan amount is $1,000 and the maximum is $50,000. Each participant may only have one loan outstanding and each loan bears interest at a fixed rate equal to the prime rate at the end of the quarter previous to initiation of the loan plus 1 percent.
The Plan Sponsor pays substantially all costs of administering the Plan, including trustee fees. The Plan pays investment fees.
Note 3 — Benefits
A participant is entitled to a benefit representing his or her salary reduction contributions, the vested amount of employer contributions, and allocated income thereon (including realized and unrealized gains and losses). Upon termination of employment due to retirement, permanent disability, or death, a participant or his or her beneficiary is entitled to receive distribution of the vested account balance in a lump sum or in monthly installments.
Withdrawals of employer and employee salary reduction contributions and related income thereon during the 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, 2007 and 2006 are held by the Trustee. The Plan’s investments (including investments bought, sold, and held during the year) appreciated in fair value as follows:
                 
    2007     2006  
Net appreciation in fair value:
               
Mutual funds
  $ 94,973     $ 2,826,911  
The Andersons, Inc. common stock
    749,979       5,289,935  
 
           
 
               
Total
  $ 844,952     $ 8,116,846  
 
           

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The Andersons, Inc. Retirement Savings Investment Plan
Notes to Financial Statements
December 31, 2007 and 2006
Note 5 — Transactions with Parties-in-interest
Fees paid by the Plan Sponsor to parties-in-interest for legal, accounting, and other services rendered to the Plan are based on customary and reasonable rates for such services. In addition, certain investments held by the Plan are invested in securities managed by the Plan’s custodian, Fidelity Investments Institutional Operations Company, Inc.
Note 6 — Income Tax Status
The Internal Revenue Service ruled on March 31, 2003, applicable for the amendments executed February 19, 2002, that the Plan for The Andersons, Inc. and The Andersons Mower Center, a participating employer, qualifies under Section 401(a) of the Internal Revenue Code (the “Code”) and that the trust, therefore, is exempt from taxation. The Plan is required to operate in conformity with the Internal Revenue Code and ERISA to maintain its tax-exempt status. The 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.

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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, 2007
                 
Issuer   Identity of Issue   Cost   Fair Value  
Fidelity Investments
  Spartan U.S. Equity Index Fund - Mutual fund   *   $ 17,126,781  
Fidelity Investments
  Fidelity Magellan Fund - Mutual fund   *     11,579,433  
Fidelity Investments
  Fidelity Growth and Income Portfolio - Mutual fund   *     9,473,745  
Fidelity Investments
  Fidelity U.S. Bond Index Fund - Mutual fund   *     13,000,118  
Fidelity Investments
  Fidelity Money Market Trust, Retirement            
 
 
Government Money Market Portfolio - Mutual fund
  *     8,816,600  
Fidelity Investments
  Fidelity Low-priced Stock Fund - Mutual fund   *     10,216,884  
Fidelity Investments
  Fidelity Contrafund - Mutual fund   *     10,563,030  
Fidelity Investments
  Janus Enterprise Fund - Mutual fund   *     5,333,323  
Fidelity Investments
  Fidelity Freedom Income Fund - Mutual fund   *     376,942  
Fidelity Investments
  Fidelity Freedom 2000 Fund - Mutual fund   *     742,095  
Fidelity Investments
  Fidelity Freedom 2005 Fund - Mutual fund   *     10,608  
Fidelity Investments
  Fidelity Freedom 2010 Fund - Mutual fund   *     4,671,428  
Fidelity Investments
  Fidelity Freedom 2015 Fund - Mutual fund   *     997,023  
Fidelity Investments
  Fidelity Freedom 2020 Fund - Mutual fund   *     3,746,561  
Fidelity Investments
  Fidelity Freedom 2025 Fund - Mutual fund   *     1,170,096  
Fidelity Investments
  Fidelity Freedom 2030 Fund - Mutual fund   *     1,894,229  
Fidelity Investments
  Fidelity Freedom 2035 Fund - Mutual fund   *     330,182  
Fidelity Investments
  Fidelity Freedom 2040 Fund - Mutual fund   *     809,844  
Fidelity Investments
  Fidelity Freedom 2045 Fund - Mutual fund   *     33,334  
Fidelity Investments
  Fidelity Freedom 2050 Fund - Mutual fund         25,853  
Fidelity Investments
  Dodge and Cox Stock Fund - Mutual fund   *     7,914,885  
Fidelity Investments
  Allianz RCM Technology Instl Fund - Mutual fund   *     2,151,977  
Fidelity Investments
  First Eagle Overseas Fund - Mutual fund   *     6,788,036  
Fidelity Investments
  Fidelity Small Cap Stock Fund - Mutual fund   *     1,328,358  
Fidelity Investments
  Masters Select International Fund - Mutual fund   *     12,553,716  
Fidelity Investments
  American Beacon Small Cap Value Fund - Mutual fund   *     1,297,661  
Fidelity Investments
  Vanguard Short-Term Corporate Fund - Mutual fund   *     2,016,172  
The Andersons, Inc.
  The Andersons, Inc. common stock   *     10,866,467  
Participants
  Participant loans with interest ranging from 5.00 percent to 10.00 percent       2,839,902  
 
             
 
 
 
Total
      $ 148,675,283  
 
             
 
*   Cost information is not required.
Schedule 1

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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 30, 2008    By /s/Michael J. Anderson    
    Michael J. Anderson   
    President and Chief Executive Officer   
       
Date: June 30, 2008    By /s/Richard R. George    
    Richard R. George   
    Vice President, Controller and CIO
(Principal Accounting Officer) 
 
       
Date: June 30, 2008    By /s/Gary L. Smith    
    Gary L. Smith   
    Vice President, Finance and Treasurer
(Principal Financial Officer)