|
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
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)
|
|
Title of each class:
|
|
Trading Symbol
|
|
Name of each exchange on which registered:
|
Common stock, $0.00 par value, $0.01 stated value
|
|
ANDE
|
|
The NASDAQ Stock Market LLC
|
|
Page No.
|
PART I. FINANCIAL INFORMATION
|
|
|
|
PART II. OTHER INFORMATION
|
|
The Andersons, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)(In thousands)
|
|||||||||||
|
June 30,
2019 |
|
December 31,
2018 |
|
June 30,
2018 |
||||||
Assets
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
11,087
|
|
|
$
|
22,593
|
|
|
$
|
58,611
|
|
Accounts receivable, net
|
712,294
|
|
|
207,285
|
|
|
218,476
|
|
|||
Inventories (Note 2)
|
753,641
|
|
|
690,804
|
|
|
495,611
|
|
|||
Commodity derivative assets – current (Note 5)
|
233,015
|
|
|
51,421
|
|
|
54,259
|
|
|||
Other current assets
|
58,439
|
|
|
50,703
|
|
|
42,648
|
|
|||
Assets held for sale
|
151
|
|
|
392
|
|
|
9,816
|
|
|||
Total current assets
|
1,768,627
|
|
|
1,023,198
|
|
|
879,421
|
|
|||
Other assets:
|
|
|
|
|
|
||||||
Commodity derivative assets – noncurrent (Note 5)
|
6,161
|
|
|
480
|
|
|
1,008
|
|
|||
Goodwill
|
135,872
|
|
|
6,024
|
|
|
6,024
|
|
|||
Other intangible assets, net
|
188,818
|
|
|
99,138
|
|
|
105,289
|
|
|||
Right of use assets, net
|
74,073
|
|
|
—
|
|
|
—
|
|
|||
Other assets, net
|
21,841
|
|
|
22,341
|
|
|
26,888
|
|
|||
Equity method investments
|
120,929
|
|
|
242,326
|
|
|
232,159
|
|
|||
|
547,694
|
|
|
370,309
|
|
|
371,368
|
|
|||
Rail Group assets leased to others, net (Note 3)
|
559,711
|
|
|
521,785
|
|
|
458,424
|
|
|||
Property, plant and equipment, net (Note 3)
|
695,827
|
|
|
476,711
|
|
|
408,575
|
|
|||
Total assets
|
$
|
3,571,859
|
|
|
$
|
2,392,003
|
|
|
$
|
2,117,788
|
|
The Andersons, Inc.
Condensed Consolidated Balance Sheets (continued)
(Unaudited)(In thousands)
|
|||||||||||
|
June 30,
2019 |
|
December 31,
2018 |
|
June 30,
2018 |
||||||
Liabilities and equity
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Short-term debt (Note 4)
|
$
|
426,125
|
|
|
$
|
205,000
|
|
|
$
|
185,000
|
|
Trade and other payables
|
527,250
|
|
|
462,535
|
|
|
282,221
|
|
|||
Customer prepayments and deferred revenue
|
49,761
|
|
|
32,533
|
|
|
16,103
|
|
|||
Commodity derivative liabilities – current (Note 5)
|
69,369
|
|
|
32,647
|
|
|
85,160
|
|
|||
Accrued expenses and other current liabilities
|
165,383
|
|
|
79,046
|
|
|
74,512
|
|
|||
Current maturities of long-term debt (Note 4)
|
66,678
|
|
|
21,589
|
|
|
13,700
|
|
|||
Total current liabilities
|
1,304,566
|
|
|
833,350
|
|
|
656,696
|
|
|||
Long-term lease liabilities
|
48,401
|
|
|
—
|
|
|
—
|
|
|||
Other long-term liabilities
|
18,398
|
|
|
32,184
|
|
|
30,325
|
|
|||
Commodity derivative liabilities – noncurrent (Note 5)
|
3,985
|
|
|
889
|
|
|
3,202
|
|
|||
Employee benefit plan obligations
|
22,019
|
|
|
22,542
|
|
|
26,131
|
|
|||
Long-term debt, less current maturities (Note 4)
|
1,007,012
|
|
|
496,187
|
|
|
435,580
|
|
|||
Deferred income taxes
|
146,839
|
|
|
130,087
|
|
|
118,864
|
|
|||
Total liabilities
|
2,551,220
|
|
|
1,515,239
|
|
|
1,270,798
|
|
|||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||||||
Shareholders’ equity:
|
|
|
|
|
|
||||||
Common shares, without par value (63,000 shares authorized; 33,357 shares issued at 6/30/2019, 29,430 shares issued at 12/31/2018 and 6/30/2018)
|
137
|
|
|
96
|
|
|
96
|
|
|||
Preferred shares, without par value (1,000 shares authorized; none issued)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Additional paid-in-capital
|
331,186
|
|
|
224,396
|
|
|
223,259
|
|
|||
Treasury shares, at cost (173, 936 and 943 shares at 6/30/2019, 12/31/2018 and 6/30/2018, respectively)
|
(6,449
|
)
|
|
(35,300
|
)
|
|
(35,561
|
)
|
|||
Accumulated other comprehensive income (loss)
|
(6,241
|
)
|
|
(6,387
|
)
|
|
(5,347
|
)
|
|||
Retained earnings
|
651,481
|
|
|
647,517
|
|
|
635,438
|
|
|||
Total shareholders’ equity of The Andersons, Inc.
|
970,114
|
|
|
830,322
|
|
|
817,885
|
|
|||
Noncontrolling interests
|
50,525
|
|
|
46,442
|
|
|
29,105
|
|
|||
Total equity
|
1,020,639
|
|
|
876,764
|
|
|
846,990
|
|
|||
Total liabilities and equity
|
$
|
3,571,859
|
|
|
$
|
2,392,003
|
|
|
$
|
2,117,788
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Sales and merchandising revenues
|
$
|
2,325,041
|
|
|
$
|
911,402
|
|
|
$
|
4,301,833
|
|
|
$
|
1,547,141
|
|
Cost of sales and merchandising revenues
|
2,164,313
|
|
|
820,928
|
|
|
4,031,441
|
|
|
1,392,962
|
|
||||
Gross profit
|
160,728
|
|
|
90,474
|
|
|
270,392
|
|
|
154,179
|
|
||||
Operating, administrative and general expenses
|
106,918
|
|
|
59,853
|
|
|
220,267
|
|
|
124,110
|
|
||||
Asset impairment
|
3,081
|
|
|
6,272
|
|
|
3,081
|
|
|
6,272
|
|
||||
Interest expense
|
15,727
|
|
|
7,825
|
|
|
31,637
|
|
|
14,824
|
|
||||
Other income:
|
|
|
|
|
|
|
|
||||||||
Equity in earnings (loss) of affiliates, net
|
(157
|
)
|
|
9,803
|
|
|
1,362
|
|
|
13,376
|
|
||||
Other income (loss), net
|
5,563
|
|
|
2,828
|
|
|
4,049
|
|
|
4,514
|
|
||||
Income (loss) before income taxes
|
40,408
|
|
|
29,155
|
|
|
20,818
|
|
|
26,863
|
|
||||
Income tax provision (benefit)
|
10,997
|
|
|
7,742
|
|
|
5,555
|
|
|
7,432
|
|
||||
Net income (loss)
|
29,411
|
|
|
21,413
|
|
|
15,263
|
|
|
19,431
|
|
||||
Net income (loss) attributable to the noncontrolling interests
|
(477
|
)
|
|
(116
|
)
|
|
(632
|
)
|
|
(398
|
)
|
||||
Net income (loss) attributable to The Andersons, Inc.
|
$
|
29,888
|
|
|
$
|
21,529
|
|
|
$
|
15,895
|
|
|
$
|
19,829
|
|
Per common share:
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) attributable to The Andersons, Inc. common shareholders
|
$
|
0.92
|
|
|
$
|
0.76
|
|
|
$
|
0.49
|
|
|
$
|
0.70
|
|
Diluted earnings (loss) attributable to The Andersons, Inc. common shareholders
|
$
|
0.91
|
|
|
$
|
0.76
|
|
|
$
|
0.48
|
|
|
$
|
0.70
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income (loss)
|
$
|
29,411
|
|
|
$
|
21,413
|
|
|
$
|
15,263
|
|
|
$
|
19,431
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Change in fair value of convertible preferred securities (net of income tax of $0, $0, $0 and $(87))
|
—
|
|
|
—
|
|
|
—
|
|
|
(87
|
)
|
||||
Change in unrecognized actuarial loss and prior service cost (net of income tax of $(250), $(86), $(293) and $(101))
|
(728
|
)
|
|
(287
|
)
|
|
(854
|
)
|
|
(338
|
)
|
||||
Cash flow hedge activity (net of income tax of $(1,974), $17, $(3,175) and $17)
|
(5,952
|
)
|
|
51
|
|
|
(9,574
|
)
|
|
51
|
|
||||
Foreign currency translation adjustments (net of income tax of $0, $0, $0 and $0)
|
(2,035
|
)
|
|
(1,123
|
)
|
|
10,574
|
|
|
(2,273
|
)
|
||||
Other comprehensive income (loss)
|
(8,715
|
)
|
|
(1,359
|
)
|
|
146
|
|
|
(2,647
|
)
|
||||
Comprehensive income (loss)
|
20,696
|
|
|
20,054
|
|
|
15,409
|
|
|
16,784
|
|
||||
Comprehensive income (loss) attributable to the noncontrolling interests
|
(477
|
)
|
|
(116
|
)
|
|
(632
|
)
|
|
(398
|
)
|
||||
Comprehensive income (loss) attributable to The Andersons, Inc.
|
$
|
21,173
|
|
|
$
|
20,170
|
|
|
$
|
16,041
|
|
|
$
|
17,182
|
|
|
Six months ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Operating Activities
|
|
|
|
||||
Net income (loss)
|
$
|
15,263
|
|
|
$
|
19,431
|
|
Adjustments to reconcile net income (loss) to cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
64,146
|
|
|
45,232
|
|
||
Bad debt expense (recovery)
|
1,703
|
|
|
(837
|
)
|
||
Equity in (earnings) losses of affiliates, net of dividends
|
(1,034
|
)
|
|
(11,192
|
)
|
||
Gains on sales of Rail Group assets and related leases
|
(1,298
|
)
|
|
(3,989
|
)
|
||
Loss (gain) on sales of assets
|
106
|
|
|
(342
|
)
|
||
Stock-based compensation expense
|
7,292
|
|
|
3,006
|
|
||
Deferred federal income tax
|
5,793
|
|
|
—
|
|
||
Asset impairment
|
3,081
|
|
|
6,272
|
|
||
Other
|
1,102
|
|
|
(138
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(181,917
|
)
|
|
(33,859
|
)
|
||
Inventories
|
394,630
|
|
|
151,095
|
|
||
Commodity derivatives
|
(82,933
|
)
|
|
34,850
|
|
||
Other assets
|
27,420
|
|
|
17,552
|
|
||
Payables and other accrued expenses
|
(338,201
|
)
|
|
(271,010
|
)
|
||
Net cash provided by (used in) operating activities
|
(84,847
|
)
|
|
(43,929
|
)
|
||
Investing Activities
|
|
|
|
||||
Acquisition of business, net of cash acquired
|
(147,693
|
)
|
|
—
|
|
||
Purchases of Rail Group assets
|
(43,435
|
)
|
|
(68,087
|
)
|
||
Proceeds from sale of Rail Group assets
|
7,389
|
|
|
40,967
|
|
||
Purchases of property, plant and equipment and capitalized software
|
(87,209
|
)
|
|
(54,300
|
)
|
||
Proceeds from sale of assets
|
795
|
|
|
34,981
|
|
||
Purchase of investments
|
(1,240
|
)
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
(271,393
|
)
|
|
(46,439
|
)
|
||
Financing Activities
|
|
|
|
||||
Net change in short-term borrowings
|
(660
|
)
|
|
163,000
|
|
||
Proceeds from issuance of long-term debt
|
748,099
|
|
|
50,000
|
|
||
Payments of long-term debt
|
(390,528
|
)
|
|
(110,150
|
)
|
||
Proceeds from noncontrolling interest owner
|
4,715
|
|
|
21,806
|
|
||
Payments of debt issuance costs
|
(5,788
|
)
|
|
(787
|
)
|
||
Dividends paid
|
(11,041
|
)
|
|
(9,312
|
)
|
||
Other
|
(387
|
)
|
|
(497
|
)
|
||
Net cash provided by (used in) financing activities
|
344,410
|
|
|
114,060
|
|
||
Effect of exchange rates on cash and cash equivalents
|
324
|
|
|
—
|
|
||
Increase (Decrease) in cash and cash equivalents
|
(11,506
|
)
|
|
23,692
|
|
||
Cash and cash equivalents at beginning of period
|
22,593
|
|
|
34,919
|
|
||
Cash and cash equivalents at end of period
|
$
|
11,087
|
|
|
$
|
58,611
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||
|
Common
Shares
|
|
Additional
Paid-in
Capital
|
|
Treasury
Shares
|
|
Accumulated
Other
Comprehensive Income
(Loss)
|
|
Retained
Earnings
|
|
Noncontrolling
Interests
|
|
Total
|
||||||||||||||
Balance at March 31, 2018
|
$
|
96
|
|
|
$
|
221,990
|
|
|
$
|
(36,028
|
)
|
|
$
|
(3,988
|
)
|
|
$
|
618,572
|
|
|
$
|
22,115
|
|
|
$
|
822,757
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
21,529
|
|
|
(116
|
)
|
|
21,413
|
|
|||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
(1,359
|
)
|
|
|
|
|
|
(1,359
|
)
|
||||||||||||
Cash received from noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
7,106
|
|
|
7,106
|
|
||||||||||||
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $0 (12 shares)
|
|
|
1,269
|
|
|
467
|
|
|
|
|
|
|
|
|
1,736
|
|
|||||||||||
Dividends declared ($0.165 per common share)
|
|
|
|
|
|
|
|
|
(4,663
|
)
|
|
|
|
(4,663
|
)
|
||||||||||||
Balance at June 30, 2018
|
$
|
96
|
|
|
$
|
223,259
|
|
|
$
|
(35,561
|
)
|
|
$
|
(5,347
|
)
|
|
$
|
635,438
|
|
|
$
|
29,105
|
|
|
$
|
846,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at March 31, 2019
|
$
|
137
|
|
|
$
|
324,753
|
|
|
$
|
(7,216
|
)
|
|
$
|
2,474
|
|
|
$
|
627,136
|
|
|
$
|
51,002
|
|
|
$
|
998,286
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
29,888
|
|
|
(477
|
)
|
|
29,411
|
|
|||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
(8,544
|
)
|
|
|
|
|
|
(8,544
|
)
|
||||||||||||
Amounts reclassified from accumulated other comprehensive loss
|
|
|
|
|
|
|
(171
|
)
|
|
|
|
|
|
(171
|
)
|
||||||||||||
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $0 (20 shares)
|
|
|
1,738
|
|
|
754
|
|
|
|
|
|
|
|
|
2,492
|
|
|||||||||||
Dividends declared ($0.170 per common share)
|
|
|
|
|
|
|
|
|
(5,530
|
)
|
|
|
|
(5,530
|
)
|
||||||||||||
Stock award purchase price accounting adjustment
|
|
|
4,695
|
|
|
|
|
|
|
|
|
|
|
4,695
|
|
||||||||||||
Restricted share award dividend equivalents
|
|
|
|
|
13
|
|
|
|
|
(13
|
)
|
|
|
|
—
|
|
|||||||||||
Balance at June 30, 2019
|
$
|
137
|
|
|
$
|
331,186
|
|
|
$
|
(6,449
|
)
|
|
$
|
(6,241
|
)
|
|
$
|
651,481
|
|
|
$
|
50,525
|
|
|
$
|
1,020,639
|
|
|
Six Months Ended
|
||||||||||||||||||||||||||
|
Common
Shares
|
|
Additional
Paid-in
Capital
|
|
Treasury
Shares
|
|
Accumulated
Other
Comprehensive Income
(Loss)
|
|
Retained
Earnings
|
|
Noncontrolling
Interests
|
|
Total
|
||||||||||||||
Balance at December 31, 2017
|
$
|
96
|
|
|
$
|
224,622
|
|
|
$
|
(40,312
|
)
|
|
$
|
(2,700
|
)
|
|
$
|
633,496
|
|
|
$
|
7,697
|
|
|
$
|
822,899
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
19,829
|
|
|
(398
|
)
|
|
19,431
|
|
|||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
(2,647
|
)
|
|
|
|
|
|
(2,647
|
)
|
||||||||||||
Cash received from noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
21,806
|
|
|
21,806
|
|
||||||||||||
Adoption of accounting standard, net of income tax of $2,869
|
|
|
|
|
|
|
|
|
(8,441
|
)
|
|
|
|
(8,441
|
)
|
||||||||||||
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $0 (120 shares)
|
|
|
(1,363
|
)
|
|
4,631
|
|
|
|
|
|
|
|
|
3,268
|
|
|||||||||||
Dividends declared ($0.33 per common share)
|
|
|
|
|
|
|
|
|
(9,326
|
)
|
|
|
|
(9,326
|
)
|
||||||||||||
Restricted share award dividend equivalents
|
|
|
|
|
|
120
|
|
|
|
|
(120
|
)
|
|
|
|
—
|
|
||||||||||
Balance at June 30, 2018
|
$
|
96
|
|
|
$
|
223,259
|
|
|
$
|
(35,561
|
)
|
|
$
|
(5,347
|
)
|
|
$
|
635,438
|
|
|
$
|
29,105
|
|
|
$
|
846,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2018
|
$
|
96
|
|
|
$
|
224,396
|
|
|
$
|
(35,300
|
)
|
|
$
|
(6,387
|
)
|
|
$
|
647,517
|
|
|
$
|
46,442
|
|
|
$
|
876,764
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
15,895
|
|
|
(632
|
)
|
|
15,263
|
|
|||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
(11,314
|
)
|
|
|
|
|
|
(11,314
|
)
|
||||||||||||
Amounts reclassified from accumulated other comprehensive loss
|
|
|
|
|
|
|
11,460
|
|
|
|
|
|
|
11,460
|
|
||||||||||||
Cash received from noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
4,715
|
|
|
4,715
|
|
||||||||||||
Adoption of accounting standard, net of income tax of ($237)
|
|
|
|
|
|
|
|
|
(711
|
)
|
|
|
|
(711
|
)
|
||||||||||||
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $0 (764 shares)
|
|
|
(21,018
|
)
|
|
28,698
|
|
|
|
|
|
|
|
|
7,680
|
|
|||||||||||
Dividends declared ($0.34 per common share)
|
|
|
|
|
|
|
|
|
(11,059
|
)
|
|
|
|
(11,059
|
)
|
||||||||||||
Stock awards granted due to acquisition
|
41
|
|
|
127,800
|
|
|
|
|
|
|
|
|
|
|
127,841
|
|
|||||||||||
Restricted share award dividend equivalents
|
|
|
8
|
|
|
153
|
|
|
|
|
(161
|
)
|
|
|
|
—
|
|
||||||||||
Balance at June 30, 2019
|
$
|
137
|
|
|
$
|
331,186
|
|
|
$
|
(6,449
|
)
|
|
$
|
(6,241
|
)
|
|
$
|
651,481
|
|
|
$
|
50,525
|
|
|
$
|
1,020,639
|
|
(in thousands)
|
June 30,
2019 |
|
December 31,
2018 |
|
June 30,
2018 |
||||||
Grain and other agricultural products
|
$
|
603,318
|
|
|
$
|
527,471
|
|
|
$
|
385,118
|
|
Frac sand and propane
|
9,287
|
|
|
—
|
|
|
—
|
|
|||
Ethanol and co-products
|
26,185
|
|
|
11,918
|
|
|
22,828
|
|
|||
Plant nutrients and cob products
|
109,156
|
|
|
145,693
|
|
|
82,230
|
|
|||
Railcar repair parts
|
5,695
|
|
|
5,722
|
|
|
5,435
|
|
|||
|
$
|
753,641
|
|
|
$
|
690,804
|
|
|
$
|
495,611
|
|
(in thousands)
|
June 30,
2019 |
|
December 31,
2018 |
|
June 30,
2018 |
||||||
Land
|
$
|
39,241
|
|
|
$
|
29,739
|
|
|
$
|
29,579
|
|
Land improvements and leasehold improvements
|
84,127
|
|
|
68,826
|
|
|
68,384
|
|
|||
Buildings and storage facilities
|
327,418
|
|
|
284,998
|
|
|
280,226
|
|
|||
Machinery and equipment
|
514,030
|
|
|
393,640
|
|
|
377,202
|
|
|||
Construction in progress
|
164,532
|
|
|
102,394
|
|
|
37,456
|
|
|||
|
1,129,348
|
|
|
879,597
|
|
|
792,847
|
|
|||
Less: accumulated depreciation
|
433,521
|
|
|
402,886
|
|
|
384,272
|
|
|||
|
$
|
695,827
|
|
|
$
|
476,711
|
|
|
$
|
408,575
|
|
(in thousands)
|
June 30,
2019 |
|
December 31,
2018 |
|
June 30,
2018 |
||||||
Rail Group assets leased to others
|
$
|
688,320
|
|
|
$
|
640,349
|
|
|
$
|
564,555
|
|
Less: accumulated depreciation
|
128,609
|
|
|
118,564
|
|
|
106,131
|
|
|||
|
$
|
559,711
|
|
|
$
|
521,785
|
|
|
$
|
458,424
|
|
(in thousands)
|
June 30,
2019 |
|
December 31,
2018 |
|
June 30,
2018 |
||||||
Short-term Debt – Non-Recourse (a)
|
$
|
75,476
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term Debt – Recourse
|
350,649
|
|
|
205,000
|
|
|
185,000
|
|
|||
Total Short-term Debt
|
$
|
426,125
|
|
|
$
|
205,000
|
|
|
$
|
185,000
|
|
|
|
|
|
|
|
||||||
Current Maturities of Long-term Debt – Non-Recourse (b)
|
$
|
8,903
|
|
|
$
|
4,842
|
|
|
$
|
2,922
|
|
Current Maturities of Long-term Debt – Recourse (c)
|
40,785
|
|
|
16,747
|
|
|
10,778
|
|
|||
Finance lease liability (d)
|
16,990
|
|
|
—
|
|
|
—
|
|
|||
Total Current Maturities of Long-term Debt
|
$
|
66,678
|
|
|
$
|
21,589
|
|
|
$
|
13,700
|
|
|
|
|
|
|
|
||||||
Long-term Debt, Less: Current Maturities – Non-Recourse (b)
|
$
|
198,560
|
|
|
$
|
146,353
|
|
|
$
|
72,290
|
|
Long-term Debt, Less: Current Maturities – Recourse (c)
|
786,512
|
|
|
349,834
|
|
|
363,290
|
|
|||
Finance lease liability (d)
|
21,940
|
|
|
—
|
|
|
—
|
|
|||
Total Long-term Debt, Less: Current Maturities
|
$
|
1,007,012
|
|
|
$
|
496,187
|
|
|
$
|
435,580
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|
June 30, 2018
|
||||||||||||||||||
(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
|
||||||||||||
Collateral paid (received)
|
$
|
109,346
|
|
|
$
|
—
|
|
|
$
|
14,944
|
|
|
$
|
—
|
|
|
$
|
(52,888
|
)
|
|
$
|
—
|
|
Fair value of derivatives
|
(5,996
|
)
|
|
—
|
|
|
22,285
|
|
|
—
|
|
|
68,244
|
|
|
—
|
|
||||||
Balance at end of period
|
$
|
103,350
|
|
|
$
|
—
|
|
|
$
|
37,229
|
|
|
$
|
—
|
|
|
$
|
15,356
|
|
|
$
|
—
|
|
|
June 30, 2019
|
||||||||||||||||||
(in thousands)
|
Commodity Derivative Assets - Current
|
|
Commodity Derivative Assets - Noncurrent
|
|
Commodity Derivative Liabilities - Current
|
|
Commodity Derivative Liabilities - Noncurrent
|
|
Total
|
||||||||||
Commodity derivative assets
|
$
|
166,652
|
|
|
$
|
6,748
|
|
|
$
|
3,360
|
|
|
$
|
57
|
|
|
$
|
176,817
|
|
Commodity derivative liabilities
|
(42,983
|
)
|
|
(587
|
)
|
|
(72,729
|
)
|
|
(4,042
|
)
|
|
(120,341
|
)
|
|||||
Cash collateral paid (received)
|
109,346
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109,346
|
|
|||||
Balance sheet line item totals
|
$
|
233,015
|
|
|
$
|
6,161
|
|
|
$
|
(69,369
|
)
|
|
$
|
(3,985
|
)
|
|
$
|
165,822
|
|
|
December 31, 2018
|
||||||||||||||||||
(in thousands)
|
Commodity Derivative Assets - Current
|
|
Commodity Derivative Assets - Noncurrent
|
|
Commodity Derivative Liabilities - Current
|
|
Commodity Derivative Liabilities - Noncurrent
|
|
Total
|
||||||||||
Commodity derivative assets
|
$
|
43,463
|
|
|
$
|
484
|
|
|
$
|
706
|
|
|
$
|
5
|
|
|
$
|
44,658
|
|
Commodity derivative liabilities
|
(6,986
|
)
|
|
(4
|
)
|
|
(33,353
|
)
|
|
(894
|
)
|
|
(41,237
|
)
|
|||||
Cash collateral (received)
|
14,944
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,944
|
|
|||||
Balance sheet line item totals
|
$
|
51,421
|
|
|
$
|
480
|
|
|
$
|
(32,647
|
)
|
|
$
|
(889
|
)
|
|
$
|
18,365
|
|
|
June 30, 2018
|
||||||||||||||||||
(in thousands)
|
Commodity Derivative Assets - Current
|
|
Commodity Derivative Assets - Noncurrent
|
|
Commodity Derivative Liabilities - Current
|
|
Commodity Derivative Liabilities - Noncurrent
|
|
Total
|
||||||||||
Commodity derivative assets
|
$
|
123,917
|
|
|
$
|
1,022
|
|
|
$
|
626
|
|
|
$
|
36
|
|
|
$
|
125,601
|
|
Commodity derivative liabilities
|
(16,770
|
)
|
|
(14
|
)
|
|
(85,786
|
)
|
|
(3,238
|
)
|
|
(105,808
|
)
|
|||||
Cash collateral (received)
|
(52,888
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52,888
|
)
|
|||||
Balance sheet line item totals
|
$
|
54,259
|
|
|
$
|
1,008
|
|
|
$
|
(85,160
|
)
|
|
$
|
(3,202
|
)
|
|
$
|
(33,095
|
)
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Gains (losses) on commodity derivatives included in cost of sales and merchandising revenues
|
$
|
(13,364
|
)
|
|
$
|
45,844
|
|
|
$
|
57,291
|
|
|
$
|
20,608
|
|
|
June 30, 2019
|
||||||||||
Commodity (in thousands)
|
Number of Bushels
|
|
Number of Gallons
|
|
Number of Pounds
|
|
Number of Tons
|
||||
Non-exchange traded:
|
|
|
|
|
|
|
|
||||
Corn
|
648,434
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Soybeans
|
59,594
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wheat
|
93,621
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Oats
|
40,582
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ethanol
|
—
|
|
|
211,352
|
|
|
—
|
|
|
—
|
|
Corn oil
|
—
|
|
|
—
|
|
|
8,809
|
|
|
—
|
|
Other
|
23,875
|
|
|
2,532
|
|
|
—
|
|
|
3,179
|
|
Subtotal
|
866,106
|
|
|
213,884
|
|
|
8,809
|
|
|
3,179
|
|
Exchange traded:
|
|
|
|
|
|
|
|
||||
Corn
|
317,405
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Soybeans
|
52,762
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wheat
|
55,150
|
|
|
—
|
|
|
—
|
|
|
|
|
Oats
|
1,045
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ethanol
|
—
|
|
|
82,988
|
|
|
—
|
|
|
—
|
|
Propane
|
—
|
|
|
13,230
|
|
|
—
|
|
|
—
|
|
Other
|
—
|
|
|
35
|
|
|
—
|
|
|
180
|
|
Subtotal
|
426,362
|
|
|
96,253
|
|
|
—
|
|
|
180
|
|
Total
|
1,292,468
|
|
|
310,137
|
|
|
8,809
|
|
|
3,359
|
|
|
December 31, 2018
|
||||||||||
Commodity (in thousands)
|
Number of Bushels
|
|
Number of Gallons
|
|
Number of Pounds
|
|
Number of Tons
|
||||
Non-exchange traded:
|
|
|
|
|
|
|
|
||||
Corn
|
250,408
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Soybeans
|
22,463
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wheat
|
14,017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Oats
|
26,230
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ethanol
|
—
|
|
|
244,863
|
|
|
—
|
|
|
—
|
|
Corn oil
|
—
|
|
|
—
|
|
|
2,920
|
|
|
—
|
|
Other
|
494
|
|
|
2,000
|
|
|
—
|
|
|
66
|
|
Subtotal
|
313,612
|
|
|
246,863
|
|
|
2,920
|
|
|
66
|
|
Exchange traded:
|
|
|
|
|
|
|
|
||||
Corn
|
130,585
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Soybeans
|
26,985
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wheat
|
33,760
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Oats
|
1,475
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ethanol
|
—
|
|
|
77,112
|
|
|
—
|
|
|
—
|
|
Subtotal
|
192,805
|
|
|
77,112
|
|
|
—
|
|
|
—
|
|
Total
|
506,417
|
|
|
323,975
|
|
|
2,920
|
|
|
66
|
|
|
June 30, 2018
|
||||||||||
Commodity (in thousands)
|
Number of Bushels
|
|
Number of Gallons
|
|
Number of Pounds
|
|
Number of Tons
|
||||
Non-exchange traded:
|
|
|
|
|
|
|
|
||||
Corn
|
272,979
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Soybeans
|
49,208
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wheat
|
11,163
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Oats
|
36,612
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ethanol
|
—
|
|
|
332,761
|
|
|
|
|
|
—
|
|
Corn oil
|
—
|
|
|
—
|
|
|
6,158
|
|
|
—
|
|
Other
|
82
|
|
|
1,500
|
|
|
|
|
|
77
|
|
Subtotal
|
370,044
|
|
|
334,261
|
|
|
6,158
|
|
|
77
|
|
Exchange traded:
|
|
|
|
|
|
|
|
||||
Corn
|
133,730
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Soybeans
|
45,775
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Wheat
|
48,105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Oats
|
1,190
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ethanol
|
—
|
|
|
140,364
|
|
|
—
|
|
|
—
|
|
Subtotal
|
228,800
|
|
|
140,364
|
|
|
—
|
|
|
—
|
|
Total
|
598,844
|
|
|
474,625
|
|
|
6,158
|
|
|
77
|
|
(in thousands)
|
June 30, 2019
|
|
December 31, 2018
|
|
June 30, 2018
|
||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
||||||
Interest rate contracts included in Other long-term assets (Other long-term liabilities)
|
$
|
(10,750
|
)
|
|
$
|
(353
|
)
|
|
$
|
(37
|
)
|
Foreign currency contracts included in Other current assets (Accrued expenses and other current liabilities)
|
$
|
(22
|
)
|
|
$
|
(1,122
|
)
|
|
$
|
(1,109
|
)
|
Derivatives designated as hedging instruments
|
|
|
|
|
|
||||||
Interest rate contract included in Accrued expenses and other current liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(88
|
)
|
Interest rate contract included in Other assets (Other long-term liabilities)
|
$
|
(10,587
|
)
|
|
$
|
(168
|
)
|
|
$
|
155
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
||||||||
Interest rate derivative gains (losses) included in Interest income (expense)
|
$
|
(1,065
|
)
|
|
$
|
351
|
|
|
$
|
(2,055
|
)
|
|
$
|
1,141
|
|
Foreign currency derivative gains (losses) included in Other income, net
|
$
|
(366
|
)
|
|
$
|
(413
|
)
|
|
$
|
(1,833
|
)
|
|
$
|
(1,535
|
)
|
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
||||||||
Interest rate derivative gains (losses) included in Other Comprehensive Income (Loss)
|
$
|
(7,926
|
)
|
|
$
|
67
|
|
|
$
|
(12,917
|
)
|
|
$
|
67
|
|
Interest rate derivatives gains (losses) included in Interest income (expense)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
165
|
|
|
$
|
—
|
|
Interest Rate Hedging Instrument
|
|
Year Entered
|
|
Year of Maturity
|
|
Initial Notional Amount
(in millions)
|
|
Description
|
|
Interest Rate
|
||
Long-term
|
|
|
|
|
|
|
|
|
|
|
||
Swap
|
|
2014
|
|
2023
|
|
$
|
23.0
|
|
|
Interest rate component of debt - not accounted for as a hedge
|
|
1.9%
|
Collar
|
|
2016
|
|
2021
|
|
$
|
40.0
|
|
|
Interest rate component of debt - not accounted for as a hedge
|
|
3.5% to 4.8%
|
Swap
|
*
|
2016
|
|
2019
|
|
$
|
50.0
|
|
|
Interest rate component of debt - not accounted for as a hedge
|
|
1.2%
|
Swap
|
*
|
2017
|
|
2022
|
|
$
|
20.0
|
|
|
Interest rate component of debt - accounted for as a hedge
|
|
1.8%
|
Swap
|
*
|
2018
|
|
2023
|
|
$
|
10.0
|
|
|
Interest rate component of debt - accounted for as a hedge
|
|
2.6%
|
Swap
|
*
|
2018
|
|
2025
|
|
$
|
20.0
|
|
|
Interest rate component of debt - accounted for as a hedge
|
|
2.7%
|
Swap
|
|
2018
|
|
2021
|
|
$
|
40.0
|
|
|
Interest rate component of debt - accounted for as a hedge
|
|
2.6%
|
Swap
|
|
2019
|
|
2021
|
|
$
|
25.0
|
|
|
Interest rate component of debt - accounted for as a hedge
|
|
2.5%
|
Swap
|
|
2019
|
|
2021
|
|
$
|
50.0
|
|
|
Interest rate component of debt - accounted for as a hedge
|
|
2.5%
|
Swap
|
|
2019
|
|
2025
|
|
$
|
100.0
|
|
|
Interest rate component of debt - accounted for as a hedge
|
|
2.5%
|
Swap
|
|
2019
|
|
2025
|
|
$
|
50.0
|
|
|
Interest rate component of debt - accounted for as a hedge
|
|
2.5%
|
Swap
|
|
2019
|
|
2025
|
|
$
|
50.0
|
|
|
Interest rate component of debt - accounted for as a hedge
|
|
2.5%
|
|
Pension Benefits
|
||||||||||||||
(in thousands)
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||
Interest cost
|
$
|
29
|
|
|
$
|
32
|
|
|
$
|
58
|
|
|
$
|
65
|
|
Recognized net actuarial loss
|
58
|
|
|
61
|
|
|
116
|
|
|
122
|
|
||||
Benefit cost
|
$
|
87
|
|
|
$
|
93
|
|
|
$
|
174
|
|
|
$
|
187
|
|
|
Postretirement Benefits
|
||||||||||||||
(in thousands)
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||
Service cost
|
$
|
64
|
|
|
$
|
75
|
|
|
$
|
138
|
|
|
$
|
162
|
|
Interest cost
|
221
|
|
|
190
|
|
|
427
|
|
|
377
|
|
||||
Amortization of prior service cost
|
(228
|
)
|
|
(228
|
)
|
|
(456
|
)
|
|
(456
|
)
|
||||
Benefit cost
|
$
|
57
|
|
|
$
|
37
|
|
|
$
|
109
|
|
|
$
|
83
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues under ASC 606
|
$
|
494,266
|
|
|
$
|
356,883
|
|
|
$
|
809,438
|
|
|
$
|
550,533
|
|
Revenues under ASC 842
|
31,836
|
|
|
26,228
|
|
|
60,704
|
|
|
52,257
|
|
||||
Revenues under ASC 815
|
1,798,939
|
|
|
528,291
|
|
|
3,431,691
|
|
|
944,351
|
|
||||
Total Revenues
|
$
|
2,325,041
|
|
|
$
|
911,402
|
|
|
$
|
4,301,833
|
|
|
$
|
1,547,141
|
|
|
Three months ended June 30, 2019
|
||||||||||||||||||
(in thousands)
|
Trade
|
|
Ethanol
|
|
Plant Nutrient
|
|
Rail
|
|
Total
|
||||||||||
Specialty nutrients
|
$
|
31,870
|
|
|
$
|
—
|
|
|
$
|
87,665
|
|
|
$
|
—
|
|
|
$
|
119,535
|
|
Primary nutrients
|
22,364
|
|
|
—
|
|
|
174,907
|
|
|
—
|
|
|
197,271
|
|
|||||
Services
|
7,745
|
|
|
3,547
|
|
|
1,696
|
|
|
9,278
|
|
|
22,266
|
|
|||||
Products and co-products
|
55,943
|
|
|
32,047
|
|
|
—
|
|
|
—
|
|
|
87,990
|
|
|||||
Frac sand and propane
|
56,767
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56,767
|
|
|||||
Other
|
2,537
|
|
|
35
|
|
|
6,309
|
|
|
1,556
|
|
|
10,437
|
|
|||||
Total
|
$
|
177,226
|
|
|
$
|
35,629
|
|
|
$
|
270,577
|
|
|
$
|
10,834
|
|
|
$
|
494,266
|
|
|
Three months ended June 30, 2018
|
||||||||||||||||||
(in thousands)
|
Trade
|
|
Ethanol
|
|
Plant Nutrient
|
|
Rail
|
|
Total
|
||||||||||
Specialty nutrients
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
94,281
|
|
|
$
|
—
|
|
|
$
|
94,281
|
|
Primary nutrients
|
—
|
|
|
—
|
|
|
200,288
|
|
|
—
|
|
|
200,288
|
|
|||||
Service
|
3,381
|
|
|
2,760
|
|
|
2,412
|
|
|
9,308
|
|
|
17,861
|
|
|||||
Co-products
|
—
|
|
|
32,462
|
|
|
—
|
|
|
—
|
|
|
32,462
|
|
|||||
Other
|
292
|
|
|
—
|
|
|
6,124
|
|
|
5,575
|
|
|
11,991
|
|
|||||
Total
|
$
|
3,673
|
|
|
$
|
35,222
|
|
|
$
|
303,105
|
|
|
$
|
14,883
|
|
|
$
|
356,883
|
|
|
Six months ended June 30, 2019
|
||||||||||||||||||
(in thousands)
|
Trade
|
|
Ethanol
|
|
Plant Nutrient
|
|
Rail
|
|
Total
|
||||||||||
Specialty nutrients
|
$
|
35,808
|
|
|
$
|
—
|
|
|
$
|
156,065
|
|
|
$
|
—
|
|
|
$
|
191,873
|
|
Primary nutrients
|
22,791
|
|
|
—
|
|
|
227,996
|
|
|
—
|
|
|
250,787
|
|
|||||
Service
|
8,570
|
|
|
6,983
|
|
|
1,858
|
|
|
19,225
|
|
|
36,636
|
|
|||||
Co-products
|
118,701
|
|
|
53,517
|
|
|
—
|
|
|
—
|
|
|
172,218
|
|
|||||
Frac sand and propane
|
137,230
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137,230
|
|
|||||
Other
|
3,697
|
|
|
35
|
|
|
13,183
|
|
|
3,779
|
|
|
20,694
|
|
|||||
Total
|
$
|
326,797
|
|
|
$
|
60,535
|
|
|
$
|
399,102
|
|
|
$
|
23,004
|
|
|
$
|
809,438
|
|
|
Six months ended June 30, 2018
|
||||||||||||||||||
(in thousands)
|
Trade
|
|
Ethanol
|
|
Plant Nutrient
|
|
Rail
|
|
Total
|
||||||||||
Specialty nutrients
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
169,359
|
|
|
$
|
—
|
|
|
$
|
169,359
|
|
Primary nutrients
|
—
|
|
|
—
|
|
|
253,507
|
|
|
—
|
|
|
253,507
|
|
|||||
Service
|
7,799
|
|
|
5,305
|
|
|
2,621
|
|
|
17,425
|
|
|
33,150
|
|
|||||
Co-products
|
—
|
|
|
59,108
|
|
|
—
|
|
|
—
|
|
|
59,108
|
|
|||||
Other
|
502
|
|
|
—
|
|
|
13,235
|
|
|
21,672
|
|
|
35,409
|
|
|||||
Total
|
$
|
8,301
|
|
|
$
|
64,413
|
|
|
$
|
438,722
|
|
|
$
|
39,097
|
|
|
$
|
550,533
|
|
(in thousands)
|
2019
|
|
2018
|
||||
Balance at January 1,
|
$
|
28,858
|
|
|
$
|
25,520
|
|
Balance at March 31,
|
146,824
|
|
|
67,715
|
|
||
Balance at June 30,
|
48,225
|
|
|
10,047
|
|
|
|
Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)
|
||||||||||||||||||||||||||||||||||||||
|
|
Three months ended June 30, 2019
|
|
Six months ended June 30, 2019
|
||||||||||||||||||||||||||||||||||||
(in thousands)
|
Cash Flow Hedges
|
|
Foreign Currency Translation Adjustment
|
|
Investment in Convertible Preferred Securities
|
|
Defined Benefit Plan Items
|
|
Total
|
|
Cash Flow Hedges
|
|
Foreign Currency Translation Adjustment
|
|
Investment in Convertible Preferred Securities
|
|
Defined Benefit Plan Items
|
|
Total
|
|||||||||||||||||||||
Beginning Balance
|
$
|
(3,748
|
)
|
|
$
|
1,059
|
|
|
$
|
258
|
|
|
$
|
4,905
|
|
|
$
|
2,474
|
|
|
$
|
(126
|
)
|
|
$
|
(11,550
|
)
|
|
$
|
258
|
|
|
$
|
5,031
|
|
|
$
|
(6,387
|
)
|
|
|
Other comprehensive loss before reclassifications
|
(5,952
|
)
|
|
(2,035
|
)
|
|
—
|
|
|
(557
|
)
|
|
$
|
(8,544
|
)
|
|
(9,710
|
)
|
|
(1,092
|
)
|
|
—
|
|
|
(512
|
)
|
|
(11,314
|
)
|
|||||||||
|
Amounts reclassified from accumulated other comprehensive income (loss) (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
(171
|
)
|
|
$
|
(171
|
)
|
|
136
|
|
|
11,666
|
|
|
—
|
|
|
(342
|
)
|
|
11,460
|
|
|||||||||
Net current-period other comprehensive income (loss)
|
(5,952
|
)
|
|
(2,035
|
)
|
|
—
|
|
|
(728
|
)
|
|
(8,715
|
)
|
|
(9,574
|
)
|
|
10,574
|
|
|
—
|
|
|
(854
|
)
|
|
146
|
|
|||||||||||
Ending balance
|
$
|
(9,700
|
)
|
|
$
|
(976
|
)
|
|
$
|
258
|
|
|
$
|
4,177
|
|
|
$
|
(6,241
|
)
|
|
$
|
(9,700
|
)
|
|
$
|
(976
|
)
|
|
$
|
258
|
|
|
$
|
4,177
|
|
|
$
|
(6,241
|
)
|
|
|
Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)
|
||||||||||||||||||||||||||||||||||||||
|
|
Three months ended June 30, 2018
|
|
Six months ended June 30, 2018
|
||||||||||||||||||||||||||||||||||||
(in thousands)
|
Cash Flow Hedges
|
|
Foreign Currency Translation Adjustment
|
|
Investment in Convertible Preferred Securities
|
|
Defined Benefit Plan Items
|
|
Total
|
|
Cash Flow Hedges
|
|
Foreign Currency Translation Adjustment
|
|
Investment in Convertible Preferred Securities
|
|
Defined Benefit Plan Items
|
|
Total
|
|||||||||||||||||||||
Beginning Balance
|
$
|
—
|
|
|
$
|
(8,866
|
)
|
|
$
|
257
|
|
|
$
|
4,621
|
|
|
$
|
(3,988
|
)
|
|
$
|
—
|
|
|
$
|
(7,716
|
)
|
|
$
|
344
|
|
|
$
|
4,672
|
|
|
$
|
(2,700
|
)
|
|
|
Other comprehensive income (loss) before reclassifications
|
51
|
|
|
(1,123
|
)
|
|
—
|
|
|
(119
|
)
|
|
(1,191
|
)
|
|
51
|
|
|
(2,273
|
)
|
|
(87
|
)
|
|
(2
|
)
|
|
(2,311
|
)
|
||||||||||
|
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(168
|
)
|
|
(168
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(336
|
)
|
|
(336
|
)
|
||||||||||
Net current-period other comprehensive income (loss)
|
51
|
|
|
(1,123
|
)
|
|
—
|
|
|
(287
|
)
|
|
(1,359
|
)
|
|
51
|
|
|
(2,273
|
)
|
|
(87
|
)
|
|
(338
|
)
|
|
(2,647
|
)
|
|||||||||||
Ending balance
|
$
|
51
|
|
|
$
|
(9,989
|
)
|
|
$
|
257
|
|
|
$
|
4,334
|
|
|
$
|
(5,347
|
)
|
|
$
|
51
|
|
|
$
|
(9,989
|
)
|
|
$
|
257
|
|
|
$
|
4,334
|
|
|
$
|
(5,347
|
)
|
|
|
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (a)
|
||||||||||
(in thousands)
|
|
Three months ended June 30, 2019
|
|
Six months ended June 30, 2019
|
||||||||
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
|
||||
Defined Benefit Plan Items
|
|
|
|
|
|
|
|
|
||||
Amortization of prior-service cost
|
|
$
|
(228
|
)
|
|
(b)
|
|
$
|
(456
|
)
|
|
(b)
|
|
|
(228
|
)
|
|
Total before tax
|
|
(456
|
)
|
|
Total before tax
|
||
|
|
57
|
|
|
Income tax provision
|
|
114
|
|
|
Income tax provision
|
||
|
|
$
|
(171
|
)
|
|
Net of tax
|
|
$
|
(342
|
)
|
|
Net of tax
|
|
|
|
|
|
|
|
|
|
||||
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
||||
Interest payments
|
|
—
|
|
|
Interest expense
|
|
$
|
182
|
|
|
Interest expense
|
|
|
|
—
|
|
|
Total before tax
|
|
182
|
|
|
Total before tax
|
||
|
|
—
|
|
|
Income tax provision
|
|
(46
|
)
|
|
Income tax provision
|
||
|
|
$
|
—
|
|
|
Net of tax
|
|
$
|
136
|
|
|
Net of tax
|
|
|
|
|
|
|
|
|
|
||||
Foreign Currency Translation Adjustment
|
|
|
|
|
|
|
|
|
||||
Realized loss on pre-existing investment
|
|
—
|
|
|
Other income, net
|
|
$
|
11,666
|
|
|
Other income, net
|
|
|
|
—
|
|
|
Total before tax
|
|
$
|
11,666
|
|
|
Total before tax
|
|
|
|
—
|
|
|
Income tax provision
|
|
$
|
—
|
|
|
Income tax provision
|
|
|
|
$
|
—
|
|
|
Net of tax
|
|
$
|
11,666
|
|
|
Net of tax
|
|
|
|
|
|
|
|
|
|
||||
Total reclassifications for the period
|
|
$
|
(171
|
)
|
|
Net of tax
|
|
$
|
11,460
|
|
|
Net of tax
|
|
|
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (a)
|
||||||||||
(in thousands)
|
|
Three months ended June 30, 2018
|
|
Six months ended June 30, 2018
|
||||||||
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
|
||||
Defined Benefit Plan Items
|
|
|
|
|
|
|
|
|
||||
Amortization of prior-service cost
|
|
$
|
(228
|
)
|
|
(b)
|
|
$
|
(456
|
)
|
|
(b)
|
|
|
(228
|
)
|
|
Total before tax
|
|
(456
|
)
|
|
Total before tax
|
||
|
|
60
|
|
|
Income tax provision
|
|
120
|
|
|
Income tax provision
|
||
|
|
$
|
(168
|
)
|
|
Net of tax
|
|
$
|
(336
|
)
|
|
Net of tax
|
|
|
|
|
|
|
|
|
|
||||
Total reclassifications for the period
|
|
$
|
(168
|
)
|
|
Net of tax
|
|
$
|
(336
|
)
|
|
Net of tax
|
(in thousands, except per common share data)
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||
Net income attributable to The Andersons, Inc.
|
$
|
29,888
|
|
|
$
|
21,529
|
|
|
$
|
15,895
|
|
|
$
|
19,829
|
|
Less: Distributed and undistributed earnings allocated to nonvested restricted stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Earnings available to common shareholders
|
$
|
29,888
|
|
|
$
|
21,529
|
|
|
$
|
15,895
|
|
|
$
|
19,829
|
|
Earnings per share – basic:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding – basic
|
32,521
|
|
|
28,261
|
|
|
32,511
|
|
|
28,249
|
|
||||
Earnings per common share – basic
|
$
|
0.92
|
|
|
$
|
0.76
|
|
|
$
|
0.49
|
|
|
$
|
0.70
|
|
Earnings per share – diluted:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding – basic
|
32,521
|
|
|
28,261
|
|
|
32,511
|
|
|
28,249
|
|
||||
Effect of dilutive awards
|
212
|
|
|
128
|
|
|
560
|
|
|
187
|
|
||||
Weighted average shares outstanding – diluted
|
32,733
|
|
|
28,389
|
|
|
33,071
|
|
|
28,436
|
|
||||
Earnings per common share – diluted
|
$
|
0.91
|
|
|
$
|
0.76
|
|
|
$
|
0.48
|
|
|
$
|
0.70
|
|
(in thousands)
|
June 30, 2019
|
||||||||||||||
Assets (liabilities)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Commodity derivatives, net (a)
|
$
|
103,350
|
|
|
$
|
62,473
|
|
|
$
|
—
|
|
|
$
|
165,823
|
|
Provisionally priced contracts (b)
|
(1,064
|
)
|
|
(38,215
|
)
|
|
—
|
|
|
(39,279
|
)
|
||||
Convertible preferred securities (c)
|
—
|
|
|
—
|
|
|
8,404
|
|
|
8,404
|
|
||||
Other assets and liabilities (d)
|
5,284
|
|
|
(10,750
|
)
|
|
—
|
|
|
(5,466
|
)
|
||||
Total
|
$
|
107,570
|
|
|
$
|
13,508
|
|
|
$
|
8,404
|
|
|
$
|
129,482
|
|
(in thousands)
|
December 31, 2018
|
||||||||||||||
Assets (liabilities)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Commodity derivatives, net (a)
|
$
|
37,229
|
|
|
$
|
(18,864
|
)
|
|
$
|
—
|
|
|
$
|
18,365
|
|
Provisionally priced contracts (b)
|
(76,175
|
)
|
|
(58,566
|
)
|
|
—
|
|
|
(134,741
|
)
|
||||
Convertible preferred securities (c)
|
—
|
|
|
—
|
|
|
7,154
|
|
|
7,154
|
|
||||
Other assets and liabilities (d)
|
5,186
|
|
|
(353
|
)
|
|
—
|
|
|
4,833
|
|
||||
Total
|
$
|
(33,760
|
)
|
|
$
|
(77,783
|
)
|
|
$
|
7,154
|
|
|
$
|
(104,389
|
)
|
(in thousands)
|
June 30, 2018
|
||||||||||||||
Assets (liabilities)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Commodity derivatives, net (a)
|
$
|
15,356
|
|
|
$
|
(48,451
|
)
|
|
$
|
—
|
|
|
$
|
(33,095
|
)
|
Provisionally priced contracts (b)
|
(37,787
|
)
|
|
(24,511
|
)
|
|
—
|
|
|
(62,298
|
)
|
||||
Convertible preferred securities (c)
|
—
|
|
|
—
|
|
|
7,488
|
|
|
7,488
|
|
||||
Other assets and liabilities (d)
|
4,136
|
|
|
(37
|
)
|
|
—
|
|
|
4,099
|
|
||||
Total
|
$
|
(18,295
|
)
|
|
$
|
(72,999
|
)
|
|
$
|
7,488
|
|
|
$
|
(83,806
|
)
|
(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 assets held in rabbi trusts to fund deferred compensation plans, ethanol risk management contracts, and foreign exchange derivative contracts (Level 1), and interest rate derivatives (Level 2).
|
|
|
Convertible Preferred Securities
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Assets (liabilities) at January 1,
|
|
$
|
7,154
|
|
|
$
|
7,388
|
|
Additional Investments
|
|
250
|
|
|
—
|
|
||
Assets (liabilities) at March 31,
|
|
$
|
7,404
|
|
|
$
|
7,388
|
|
Additional investments
|
|
1,000
|
|
|
100
|
|
||
Asset (liabilities) at June 30,
|
|
$
|
8,404
|
|
|
$
|
7,488
|
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
||||||||
(in thousands)
|
Fair Value as of June 30, 2019
|
|
Valuation Method
|
|
Unobservable Input
|
|
Weighted Average
|
||
Convertible preferred securities (a)
|
$
|
8,404
|
|
|
Implied based on market prices
|
|
N/A
|
|
N/A
|
Real Property (b)
|
2,719
|
|
|
Market Approach
|
|
N/A
|
|
N/A
|
(in thousands)
|
Fair Value as of December 31, 2018
|
|
Valuation Method
|
|
Unobservable Input
|
|
Weighted Average
|
||
Convertible preferred securities (a)
|
$
|
7,154
|
|
|
Implied based on market prices
|
|
N/A
|
|
N/A
|
(in thousands)
|
Fair Value as of June 30, 2018
|
|
Valuation Method
|
|
Unobservable Input
|
|
Weighted Average
|
||
Convertible preferred securities (a)
|
$
|
7,488
|
|
|
Implied based on market prices
|
|
N/A
|
|
N/A
|
Real property (b)
|
1,300
|
|
|
Sale agreement
|
|
N/A
|
|
N/A
|
|
Rail car assets (c)
|
4,063
|
|
|
National scrap index less cost to sell
|
|
N/A
|
|
N/A
|
(in thousands)
|
June 30,
2019 |
|
December 31,
2018 |
|
June 30,
2018 |
||||||
Fair value of long-term debt, including current maturities
|
$
|
1,078,185
|
|
|
$
|
517,998
|
|
|
$
|
444,821
|
|
Fair value in excess of carrying value (a)
|
4,495
|
|
|
5,813
|
|
|
(8,063
|
)
|
(in thousands)
|
June 30, 2019
|
|
December 31, 2018
|
|
June 30, 2018
|
||||||
The Andersons Albion Ethanol LLC
|
$
|
50,760
|
|
|
$
|
50,382
|
|
|
$
|
47,474
|
|
The Andersons Clymers Ethanol LLC
|
25,260
|
|
|
24,242
|
|
|
21,214
|
|
|||
The Andersons Marathon Ethanol LLC
|
16,294
|
|
|
14,841
|
|
|
14,344
|
|
|||
Lansing Trade Group, LLC (a)
|
—
|
|
|
101,715
|
|
|
97,476
|
|
|||
Thompsons Limited (a)
|
—
|
|
|
48,987
|
|
|
49,251
|
|
|||
Providence Grain Group Inc.
|
17,161
|
|
|
—
|
|
|
—
|
|
|||
Other
|
11,454
|
|
|
2,159
|
|
|
2,400
|
|
|||
Total
|
$
|
120,929
|
|
|
$
|
242,326
|
|
|
$
|
232,159
|
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(in thousands)
|
% Ownership at June 30, 2019
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
The Andersons Albion Ethanol LLC
|
55%
|
|
$
|
120
|
|
|
$
|
1,329
|
|
|
$
|
379
|
|
|
$
|
2,450
|
|
The Andersons Clymers Ethanol LLC
|
39%
|
|
694
|
|
|
1,236
|
|
|
1,276
|
|
|
1,745
|
|
||||
The Andersons Marathon Ethanol LLC
|
33%
|
|
644
|
|
|
1,728
|
|
|
1,453
|
|
|
1,684
|
|
||||
Lansing Trade Group, LLC (a)
|
100% (a)
|
|
—
|
|
|
3,591
|
|
|
—
|
|
|
6,175
|
|
||||
Thompsons Limited (a)
|
100% (a)
|
|
—
|
|
|
1,980
|
|
|
—
|
|
|
1,311
|
|
||||
Providence Grain Group Inc.
|
39%
|
|
(1,719
|
)
|
|
—
|
|
|
(1,844
|
)
|
|
—
|
|
||||
Other
|
5% - 51%
|
|
104
|
|
|
(61
|
)
|
|
98
|
|
|
11
|
|
||||
Total
|
|
|
$
|
(157
|
)
|
|
$
|
9,803
|
|
|
$
|
1,362
|
|
|
$
|
13,376
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Sales revenues
|
$
|
57,854
|
|
|
$
|
107,686
|
|
|
$
|
119,022
|
|
|
$
|
196,580
|
|
Service fee revenues (a)
|
4,052
|
|
|
5,191
|
|
|
8,163
|
|
|
10,308
|
|
||||
Purchases of product and capital assets
|
176,442
|
|
|
197,444
|
|
|
345,671
|
|
|
378,968
|
|
||||
Lease income (b)
|
1,645
|
|
|
1,624
|
|
|
3,309
|
|
|
3,206
|
|
||||
Labor and benefits reimbursement (c)
|
3,602
|
|
|
3,601
|
|
|
7,460
|
|
|
7,168
|
|
(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.
|
(c)
|
The Company provides all operational labor to the unconsolidated ethanol LLCs.
|
(in thousands)
|
June 30, 2019
|
|
December 31, 2018
|
|
June 30, 2018
|
||||||
Accounts receivable (d)
|
$
|
19,515
|
|
|
$
|
17,829
|
|
|
$
|
27,030
|
|
Accounts payable (e)
|
24,700
|
|
|
28,432
|
|
|
39,620
|
|
(d)
|
Accounts receivable represents amounts due from related parties for sales of corn, leasing revenue and service fees.
|
(e)
|
Accounts payable represents amounts due to related parties for purchases of ethanol and other various items.
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues from external customers
|
|
|
|
|
|
|
|
||||||||
Trade
|
$
|
1,766,305
|
|
|
$
|
365,920
|
|
|
$
|
3,364,326
|
|
|
$
|
642,772
|
|
Ethanol
|
245,143
|
|
|
200,938
|
|
|
453,974
|
|
|
373,776
|
|
||||
Plant Nutrient
|
270,577
|
|
|
303,106
|
|
|
399,102
|
|
|
438,723
|
|
||||
Rail
|
43,016
|
|
|
41,438
|
|
|
84,431
|
|
|
91,870
|
|
||||
Total
|
$
|
2,325,041
|
|
|
$
|
911,402
|
|
|
$
|
4,301,833
|
|
|
$
|
1,547,141
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Inter-segment sales
|
|
|
|
|
|
|
|
||||||||
Trade
|
$
|
631
|
|
|
$
|
462
|
|
|
$
|
812
|
|
|
$
|
993
|
|
Plant Nutrient
|
1,274
|
|
|
—
|
|
|
1,294
|
|
|
—
|
|
||||
Rail
|
771
|
|
|
338
|
|
|
2,046
|
|
|
671
|
|
||||
Total
|
$
|
2,676
|
|
|
$
|
800
|
|
|
$
|
4,152
|
|
|
$
|
1,664
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Income (loss) before income taxes, net of noncontrolling interest
|
|
|
|
|
|
|
|
||||||||
Trade
|
$
|
23,731
|
|
|
$
|
9,877
|
|
|
$
|
6,268
|
|
|
$
|
9,847
|
|
Ethanol
|
2,649
|
|
|
6,125
|
|
|
5,221
|
|
|
7,964
|
|
||||
Plant Nutrient
|
15,903
|
|
|
15,124
|
|
|
11,974
|
|
|
16,215
|
|
||||
Rail
|
3,180
|
|
|
944
|
|
|
7,492
|
|
|
4,913
|
|
||||
Other
|
(4,578
|
)
|
|
(2,799
|
)
|
|
(9,505
|
)
|
|
(11,678
|
)
|
||||
Income (loss) before income taxes, net of noncontrolling interest
|
40,885
|
|
|
29,271
|
|
|
21,450
|
|
|
27,261
|
|
||||
Noncontrolling interests
|
(477
|
)
|
|
(116
|
)
|
|
(632
|
)
|
|
(398
|
)
|
||||
Income (loss) before income taxes
|
$
|
40,408
|
|
|
$
|
29,155
|
|
|
$
|
20,818
|
|
|
$
|
26,863
|
|
(in thousands)
|
June 30, 2019
|
|
December 31, 2018
|
|
June 30, 2018
|
||||||
Identifiable assets
|
|
|
|
|
|
||||||
Trade
|
$
|
2,057,305
|
|
|
$
|
978,974
|
|
|
$
|
820,016
|
|
Ethanol
|
361,522
|
|
|
295,971
|
|
|
248,560
|
|
|||
Plant Nutrient
|
381,924
|
|
|
403,780
|
|
|
356,166
|
|
|||
Rail
|
657,617
|
|
|
590,407
|
|
|
535,087
|
|
|||
Other
|
113,491
|
|
|
122,871
|
|
|
157,959
|
|
|||
Total
|
$
|
3,571,859
|
|
|
$
|
2,392,003
|
|
|
$
|
2,117,788
|
|
(in thousands)
|
|
Condensed Consolidated Balance Sheet Classification
|
|
June 30, 2019
|
||
Assets
|
|
|
|
|
|
|
Operating lease assets
|
|
Right of use assets, net
|
|
$
|
74,073
|
|
Finance lease assets
|
|
Property, plant and equipment, net
|
|
24,099
|
|
|
Finance lease assets
|
|
Rail Group assets leased to others, net
|
|
2,047
|
|
|
Total leased assets
|
|
|
|
$
|
100,219
|
|
|
|
|
|
|
||
Liabilities
|
|
|
|
|
|
|
Current operating leases
|
|
Accrued expenses and other current liabilities
|
|
25,672
|
|
|
Non-current operating leases
|
|
Long-term lease liabilities
|
|
48,401
|
|
|
Total operating lease liabilities
|
|
|
|
$
|
74,073
|
|
|
|
|
|
|
||
Current finance leases
|
|
Current maturities of long-term debt
|
|
16,990
|
|
|
Non-current finance leases
|
|
Long-term debt
|
|
21,940
|
|
|
Total finance lease liabilities
|
|
|
|
$
|
38,930
|
|
Total lease liabilities
|
|
|
|
$
|
113,003
|
|
(in thousands)
|
|
Condensed Consolidated Statement of Operations Classification
|
|
June 30, 2019
|
||
Lease cost:
|
|
|
|
|
||
Operating lease cost
|
|
Cost of sales and merchandising revenues
|
|
$
|
13,120
|
|
Operating lease cost
|
|
Operating, administrative and general expenses
|
|
6,834
|
|
|
Finance lease cost
|
|
|
|
|
|
|
Amortization of right-of-use assets
|
|
Operating, administrative and general expenses
|
|
1,912
|
|
|
Interest expense on lease liabilities
|
|
Interest expense
|
|
543
|
|
|
Other lease cost (1)
|
|
Operating, administrative and general expenses
|
|
199
|
|
|
Other lease cost (1)
|
|
Interest expense
|
|
24
|
|
|
Total lease cost
|
|
|
|
$
|
22,632
|
|
(1)
|
Other lease cost includes short-term lease costs and variable lease costs
|
Weighted Average Remaining Lease Term
|
|
Operating leases
|
4.3 years
|
Finance leases
|
7.1 years
|
Weighted Average Discount Rate
|
|
|
Operating leases
|
4.16
|
%
|
Finance leases
|
3.74
|
%
|
(in thousands)
|
|
|
June 30, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
|
|
Operating cash flows from operating leases
|
|
|
$
|
21,345
|
|
Operating cash flows from finance leases
|
|
|
$
|
304
|
|
Financing cash flows from finance leases
|
|
|
$
|
775
|
|
Right-of-use assets obtained in exchange for lease obligations:
|
|
|
|
|
|
Operating leases
|
|
|
$
|
3,992
|
|
Finance leases
|
|
|
$
|
15,920
|
|
|
As of June 30, 2019
|
||||||||||
(in thousands)
|
Operating Leases
|
|
Finance
Leases
|
|
Total
|
||||||
2019 (excluding the six months ended June 30, 2019)
|
$
|
15,849
|
|
|
$
|
3,672
|
|
|
$
|
19,521
|
|
2020
|
22,069
|
|
|
15,288
|
|
|
37,357
|
|
|||
2021
|
15,898
|
|
|
2,162
|
|
|
18,060
|
|
|||
2022
|
10,550
|
|
|
2,169
|
|
|
12,719
|
|
|||
2023
|
6,193
|
|
|
2,170
|
|
|
8,363
|
|
|||
Thereafter
|
10,613
|
|
|
18,331
|
|
|
28,944
|
|
|||
Total lease payments
|
$
|
81,172
|
|
|
$
|
43,792
|
|
|
$
|
124,964
|
|
Less interest
|
7,099
|
|
|
4,862
|
|
|
11,961
|
|
|||
Total
|
$
|
74,073
|
|
|
$
|
38,930
|
|
|
$
|
113,003
|
|
|
Six months ended June 30,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Supplemental disclosure of cash flow information
|
|
|
|
||||
Interest paid
|
$
|
30,287
|
|
|
$
|
16,982
|
|
Noncash investing and financing activity
|
|
|
|
||||
Equity issued in conjunction with acquisition
|
127,841
|
|
|
—
|
|
||
Removal of pre-existing equity method investment
|
(159,459
|
)
|
|
—
|
|
||
Purchase price holdback/ other accrued liabilities
|
31,885
|
|
|
—
|
|
||
Dividends declared not yet paid
|
5,530
|
|
|
4,663
|
|
||
Debt resulting from accounting standard adoption
|
—
|
|
|
36,953
|
|
||
Railcar assets and liabilities resulting from accounting standard adoption
|
—
|
|
|
25,643
|
|
||
Capital projects incurred but not yet paid
|
15,317
|
|
|
10,744
|
|
(in thousands)
|
|
Estimated useful life
|
|
||
Customer relationships
|
$
|
86,300
|
|
10 years
|
|
Noncompete agreements
|
20,300
|
|
3 years
|
|
|
|
$
|
106,600
|
|
8 years
|
*
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net sales
|
$
|
2,359,077
|
|
|
$
|
2,333,598
|
|
|
$
|
4,335,869
|
|
|
$
|
4,261,910
|
|
Net income
|
29,985
|
|
|
42,506
|
|
|
19,232
|
|
|
32,110
|
|
(in thousands)
|
Trade
|
|
Plant Nutrient
|
|
Rail
|
|
Total
|
||||||||
Balance as of January 1, 2019
|
$
|
1,171
|
|
|
$
|
686
|
|
|
$
|
4,167
|
|
|
$
|
6,024
|
|
Acquisitions
|
129,848
|
|
|
—
|
|
|
—
|
|
|
129,848
|
|
||||
Balance as of June 30, 2019
|
$
|
131,019
|
|
|
$
|
686
|
|
|
$
|
4,167
|
|
|
$
|
135,872
|
|
(in thousands)
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Ethanol (gallons shipped)
|
130,297
|
|
|
117,061
|
|
|
261,325
|
|
|
220,136
|
|
E-85 (gallons shipped)
|
13,959
|
|
|
16,577
|
|
|
22,892
|
|
|
31,479
|
|
Corn Oil (pounds shipped)
|
4,821
|
|
|
5,567
|
|
|
9,754
|
|
|
10,374
|
|
DDG (tons shipped) *
|
36
|
|
|
42
|
|
|
73
|
|
|
81
|
|
(in thousands)
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Primary nutrients
|
589
|
|
|
657
|
|
|
767
|
|
|
859
|
|
Specialty nutrients
|
207
|
|
|
247
|
|
|
372
|
|
|
433
|
|
Other
|
13
|
|
|
13
|
|
|
29
|
|
|
29
|
|
Total tons
|
809
|
|
|
917
|
|
|
1,168
|
|
|
1,321
|
|
|
Three months ended June 30, 2019
|
||||||||||||||||||||||
(in thousands)
|
Trade
|
|
Ethanol
|
|
Plant Nutrient
|
|
Rail
|
|
Other
|
|
Total
|
||||||||||||
Sales and merchandising revenues
|
$
|
1,766,305
|
|
|
$
|
245,143
|
|
|
$
|
270,577
|
|
|
$
|
43,016
|
|
|
$
|
—
|
|
|
$
|
2,325,041
|
|
Cost of sales and merchandising revenues
|
1,663,459
|
|
|
240,831
|
|
|
231,779
|
|
|
28,244
|
|
|
—
|
|
|
2,164,313
|
|
||||||
Gross profit
|
102,846
|
|
|
4,312
|
|
|
38,798
|
|
|
14,772
|
|
|
—
|
|
|
160,728
|
|
||||||
Operating, administrative and general expenses
|
67,995
|
|
|
4,697
|
|
|
21,079
|
|
|
7,740
|
|
|
5,407
|
|
|
106,918
|
|
||||||
Asset impairment
|
3,081
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,081
|
|
||||||
Interest expense (income)
|
10,243
|
|
|
(906
|
)
|
|
2,386
|
|
|
4,181
|
|
|
(177
|
)
|
|
15,727
|
|
||||||
Equity in earnings (losses) of affiliates, net
|
(1,614
|
)
|
|
1,457
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(157
|
)
|
||||||
Other income (expense), net
|
3,818
|
|
|
194
|
|
|
570
|
|
|
329
|
|
|
652
|
|
|
5,563
|
|
||||||
Income (loss) before income taxes
|
23,731
|
|
|
2,172
|
|
|
15,903
|
|
|
3,180
|
|
|
(4,578
|
)
|
|
40,408
|
|
||||||
Income (loss) attributable to the noncontrolling interests
|
—
|
|
|
(477
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(477
|
)
|
||||||
Income (loss) before income taxes, net of noncontrolling interests attributable to The Andersons, Inc.
|
$
|
23,731
|
|
|
$
|
2,649
|
|
|
$
|
15,903
|
|
|
$
|
3,180
|
|
|
$
|
(4,578
|
)
|
|
$
|
40,885
|
|
|
Three months ended June 30, 2018
|
||||||||||||||||||||||
(in thousands)
|
Trade
|
|
Ethanol
|
|
Plant Nutrient
|
|
Rail
|
|
Other
|
|
Total
|
||||||||||||
Sales and merchandising revenues
|
$
|
365,100
|
|
|
$
|
201,758
|
|
|
$
|
303,106
|
|
|
$
|
41,438
|
|
|
$
|
—
|
|
|
$
|
911,402
|
|
Cost of sales and merchandising revenues
|
331,213
|
|
|
195,896
|
|
|
265,939
|
|
|
27,880
|
|
|
—
|
|
|
820,928
|
|
||||||
Gross profit
|
33,887
|
|
|
5,862
|
|
|
37,167
|
|
|
13,558
|
|
|
—
|
|
|
90,474
|
|
||||||
Operating, administrative and general expenses
|
26,444
|
|
|
2,770
|
|
|
21,024
|
|
|
5,863
|
|
|
3,752
|
|
|
59,853
|
|
||||||
Asset impairment
|
1,564
|
|
|
—
|
|
|
—
|
|
|
4,708
|
|
|
—
|
|
|
6,272
|
|
||||||
Interest expense (income)
|
3,930
|
|
|
(270
|
)
|
|
1,641
|
|
|
2,718
|
|
|
(194
|
)
|
|
7,825
|
|
||||||
Equity in earnings (losses) of affiliates, net
|
5,510
|
|
|
4,293
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,803
|
|
||||||
Other income (expense), net
|
1,248
|
|
|
(476
|
)
|
|
622
|
|
|
675
|
|
|
759
|
|
|
2,828
|
|
||||||
Income (loss) before income taxes
|
8,707
|
|
|
7,179
|
|
|
15,124
|
|
|
944
|
|
|
(2,799
|
)
|
|
29,155
|
|
||||||
Income (loss) attributable to the noncontrolling interests
|
—
|
|
|
(116
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(116
|
)
|
||||||
Income (loss) before income taxes, net of noncontrolling interests attributable to The Andersons, Inc.
|
$
|
8,707
|
|
|
$
|
7,295
|
|
|
$
|
15,124
|
|
|
$
|
944
|
|
|
$
|
(2,799
|
)
|
|
$
|
29,271
|
|
|
Six months ended June 30, 2019
|
||||||||||||||||||||||
(in thousands)
|
Trade
|
|
Ethanol
|
|
Plant Nutrient
|
|
Rail
|
|
Other
|
|
Total
|
||||||||||||
Sales and merchandising revenues
|
$
|
3,364,326
|
|
|
$
|
453,974
|
|
|
$
|
399,102
|
|
|
$
|
84,431
|
|
|
$
|
—
|
|
|
$
|
4,301,833
|
|
Cost of sales and merchandising revenues
|
3,192,491
|
|
|
445,854
|
|
|
339,370
|
|
|
53,726
|
|
|
—
|
|
|
4,031,441
|
|
||||||
Gross profit
|
171,835
|
|
|
8,120
|
|
|
59,732
|
|
|
30,705
|
|
|
—
|
|
|
270,392
|
|
||||||
Operating, administrative and general expenses
|
140,411
|
|
|
8,646
|
|
|
44,248
|
|
|
15,891
|
|
|
11,071
|
|
|
220,267
|
|
||||||
Asset impairment
|
3,081
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,081
|
|
||||||
Interest expense (income)
|
21,158
|
|
|
(1,730
|
)
|
|
4,647
|
|
|
7,860
|
|
|
(298
|
)
|
|
31,637
|
|
||||||
Equity in earnings (losses) of affiliates, net
|
(1,745
|
)
|
|
3,107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,362
|
|
||||||
Other income (expense), net
|
828
|
|
|
278
|
|
|
1,137
|
|
|
538
|
|
|
1,268
|
|
|
4,049
|
|
||||||
Income (loss) before income taxes
|
6,268
|
|
|
4,589
|
|
|
11,974
|
|
|
7,492
|
|
|
(9,505
|
)
|
|
20,818
|
|
||||||
Income (loss) attributable to the noncontrolling interests
|
—
|
|
|
(632
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(632
|
)
|
||||||
Income (loss) before income taxes, net of noncontrolling interests attributable to The Andersons, Inc.
|
$
|
6,268
|
|
|
$
|
5,221
|
|
|
$
|
11,974
|
|
|
$
|
7,492
|
|
|
$
|
(9,505
|
)
|
|
$
|
21,450
|
|
|
Six months ended June 30, 2018
|
||||||||||||||||||||||
(in thousands)
|
Trade
|
|
Ethanol
|
|
Plant Nutrient
|
|
Rail
|
|
Other
|
|
Total
|
||||||||||||
Sales and merchandising revenues
|
$
|
641,126
|
|
|
$
|
375,422
|
|
|
$
|
438,723
|
|
|
$
|
91,870
|
|
|
$
|
—
|
|
|
$
|
1,547,141
|
|
Cost of sales and merchandising revenues
|
582,015
|
|
|
365,868
|
|
|
379,319
|
|
|
65,760
|
|
|
—
|
|
|
1,392,962
|
|
||||||
Gross profit
|
59,111
|
|
|
9,554
|
|
|
59,404
|
|
|
26,110
|
|
|
—
|
|
|
154,179
|
|
||||||
Operating, administrative and general expenses
|
52,265
|
|
|
5,932
|
|
|
41,381
|
|
|
12,094
|
|
|
12,438
|
|
|
124,110
|
|
||||||
Asset impairment
|
1,564
|
|
|
—
|
|
|
—
|
|
|
4,708
|
|
|
—
|
|
|
6,272
|
|
||||||
Interest expense (income)
|
6,892
|
|
|
(314
|
)
|
|
3,082
|
|
|
5,086
|
|
|
78
|
|
|
14,824
|
|
||||||
Equity in earnings (losses) of affiliates, net
|
7,497
|
|
|
5,879
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,376
|
|
||||||
Other income (expense), net
|
1,573
|
|
|
138
|
|
|
1,274
|
|
|
691
|
|
|
838
|
|
|
4,514
|
|
||||||
Income (loss) before income taxes
|
7,460
|
|
|
9,953
|
|
|
16,215
|
|
|
4,913
|
|
|
(11,678
|
)
|
|
26,863
|
|
||||||
Income (loss) attributable to the noncontrolling interests
|
—
|
|
|
(398
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(398
|
)
|
||||||
Income (loss) before income taxes, net of noncontrolling interests attributable to The Andersons, Inc.
|
$
|
7,460
|
|
|
$
|
10,351
|
|
|
$
|
16,215
|
|
|
$
|
4,913
|
|
|
$
|
(11,678
|
)
|
|
$
|
27,261
|
|
(in thousands)
|
June 30, 2019
|
|
June 30, 2018
|
|
Variance
|
||||||
Current Assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
11,087
|
|
|
$
|
58,611
|
|
|
$
|
(47,524
|
)
|
Accounts receivable, net
|
712,294
|
|
|
218,476
|
|
|
493,818
|
|
|||
Inventories
|
753,641
|
|
|
495,611
|
|
|
258,030
|
|
|||
Commodity derivative assets – current
|
233,015
|
|
|
54,259
|
|
|
178,756
|
|
|||
Other current assets
|
58,439
|
|
|
42,648
|
|
|
15,791
|
|
|||
Assets held for sale
|
151
|
|
|
9,816
|
|
|
(9,665
|
)
|
|||
Total current assets
|
1,768,627
|
|
|
879,421
|
|
|
889,206
|
|
|||
Current Liabilities:
|
|
|
|
|
|
||||||
Short-term debt
|
426,125
|
|
|
185,000
|
|
|
241,125
|
|
|||
Trade and other payables
|
527,250
|
|
|
282,221
|
|
|
245,029
|
|
|||
Customer prepayments and deferred revenue
|
49,761
|
|
|
16,103
|
|
|
33,658
|
|
|||
Commodity derivative liabilities – current
|
69,369
|
|
|
85,160
|
|
|
(15,791
|
)
|
|||
Accrued expenses and other current liabilities
|
165,383
|
|
|
74,512
|
|
|
90,871
|
|
|||
Current maturities of long-term debt
|
66,678
|
|
|
13,700
|
|
|
52,978
|
|
|||
Total current liabilities
|
1,304,566
|
|
|
656,696
|
|
|
647,870
|
|
|||
Working Capital
|
$
|
464,061
|
|
|
$
|
222,725
|
|
|
$
|
241,336
|
|
|
Payments Due by Period
|
||||||||||||||||||
(in thousands)
|
2019 (remaining six months)
|
|
2020-2021
|
|
2022-2023
|
|
After 2023
|
|
Total
|
||||||||||
Long-term debt, recourse
|
$
|
44,549
|
|
|
$
|
133,841
|
|
|
$
|
313,459
|
|
|
$
|
332,325
|
|
|
$
|
824,174
|
|
Long-term debt, non-recourse
|
4,829
|
|
|
130,859
|
|
|
9,961
|
|
|
6,370
|
|
|
152,019
|
|
|||||
Interest obligations (a)
|
41,022
|
|
|
64,013
|
|
|
38,650
|
|
|
30,989
|
|
|
174,674
|
|
|||||
Operating leases (b)
|
30,678
|
|
|
34,749
|
|
|
12,294
|
|
|
8,688
|
|
|
86,409
|
|
|||||
Purchase commitments (c)
|
2,229,633
|
|
|
665,976
|
|
|
1,395
|
|
|
—
|
|
|
2,897,004
|
|
|||||
Other long-term liabilities (d)
|
3,317
|
|
|
6,711
|
|
|
6,804
|
|
|
24,695
|
|
|
41,527
|
|
|||||
Construction commitment (e)
|
39,747
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,747
|
|
|||||
Total contractual cash obligations
|
$
|
2,393,775
|
|
|
$
|
1,036,149
|
|
|
$
|
382,563
|
|
|
$
|
403,067
|
|
|
$
|
4,215,554
|
|
Method of Control
|
Financial Statement
|
|
Units
|
|
Owned - railcars available for sale
|
On balance sheet – current
|
|
289
|
|
Owned - railcar assets leased to others
|
On balance sheet – non-current
|
|
21,363
|
|
Railcars leased from financial intermediaries
|
Off balance sheet
|
|
2,101
|
|
Railcars in non-recourse arrangements
|
Off balance sheet
|
|
170
|
|
Total Railcars
|
|
|
23,923
|
|
Locomotive assets leased to others
|
On balance sheet – non-current
|
|
24
|
|
Locomotives leased from financial intermediaries
|
Off balance sheet
|
|
4
|
|
Total Locomotives
|
|
|
28
|
|
Barge assets leased from financial intermediaries
|
Off balance sheet
|
|
15
|
|
Total Barges
|
|
|
15
|
|
Period
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||
April 2019
|
704
|
|
|
32.32
|
|
|
—
|
|
|
—
|
|
May 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
June 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
704
|
|
|
32.32
|
|
|
—
|
|
|
—
|
|
|
|
|
No.
|
|
Description
|
|
|
|
10.1
|
|
Form of Performance Share Unit Agreement - Earnings Per Share (filed herewith).
|
|
|
|
10.2
|
|
Form of Restricted Share Award - Non-Employee Directors Agreement (filed herewith).
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
Certifications Pursuant to 18 U.S.C. Section 1350 (filed herewith).
|
|
|
|
95
|
|
Mine Safety Disclosure (filed herewith).
|
|
|
|
101
|
|
Financial Statements from the interim report on Form 10-Q of The Andersons, Inc. for the period ended June 30, 2019, formatted in XBRL: (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (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.
|
|
|
|
|
|
THE ANDERSONS, INC.
(Registrant)
|
|
|
|
Date: August 8, 2019
|
|
By /s/ Patrick E. Bowe
|
|
|
Patrick E. Bowe
|
|
|
Chief Executive Officer (Principal Executive Officer)
|
|
|
|
Date: August 8, 2019
|
|
By /s/ Brian A. Valentine
|
|
|
Brian A. Valentine
|
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
|
|
|
|
No.
|
|
Description
|
|
|
|
10.1
|
|
Form of Performance Share Unit Agreement - Earnings Per Share (filed herewith).
|
|
|
|
10.2
|
|
Form of Restricted Share Award - Non-Employee Directors Agreement (filed herewith).
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
Certifications Pursuant to 18 U.S.C. Section 1350 (filed herewith).
|
|
|
|
95
|
|
Mine Safety Disclosure (filed herewith).
|
|
|
|
101
|
|
Financial Statements from the interim report on Form 10-Q of The Andersons, Inc. for the period ended June 30, 2019, formatted in XBRL: (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (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.
|
Participant:
|
#ParticipantName#
|
Grant Date:
|
July 1, 2019
|
Total Number of Shares of Target PSUs:
|
#QuantityGranted# Shares, subject to increases and decreases for performance pursuant to the Vesting Schedule set forth below
|
Performance Period:
|
The Performance Period for the PSUs granted hereunder shall be the three-year period beginning January 1, 2019 and ending December 31, 2021
|
Vesting Schedule:
|
The Target PSUs shall vest following the conclusion of the Performance Period based on the Company’s three-year cumulative fully diluted earnings per share (“EPS” or, the “Performance Goal”) computed under Generally Accepted Accounting Principles (GAAP) during the Performance Period, in accordance with the Vesting Chart below. The Committee shall certify the level of cumulative EPS achievement following the end of the Performance Period and prior to settlement of the Vested PSUs. The Committee reserves the right to adjust the number of Vested PSUs to reflect extraordinary transactions that impact EPS in its sole discretion. No Target PSUs will be considered Vested PSUs if the Company’s cumulative EPS during the Performance Period is less than $4.47. Participant must remain continuously employed by the Company or any of its Subsidiaries through January 2 of the calendar year following the end of the Performance Period to be eligible to fully vest in and receive any payment of the Vested PSUs. In the case of death, Disability or Retirement, Target PSUs will be prorated to reflect final performance for the period as well as the period of employment
|
Vesting Chart
|
For purposes of this Grant Notice, the “Vested PSU Payout Percentage” provided below shall be multiplied by the Target PSUs in determining the number of Vested PSUs. Linear interpolation shall be used to determine Vested PSUs earned between goal points listed in the chart below rounded to the nearest whole number of PSUs
|
THE ANDERSONS, INC.: HOLDER:
|
PARTICIPANT:
|
||
By:
|
|
Name:
|
#Signature#
|
Name:
|
Valerie M. Blanchett
|
Date:
|
#AcceptanceDate#
|
Title:
|
Vice President, Human Resources
|
|
|
Address:
|
1947 Briarfield Blvd.
Maumee, OH 43537
|
|
|
|
|
|
|
|
|
|
|
Participant:
|
#ParticipantName#
|
Grant Date:
|
#GrantDate#
|
Total Number of Shares of Restricted Stock:
|
#QuantityGranted# Shares
|
Purchase Price:
|
$0.00
|
Vesting Schedule:
|
Subject to the Terms and Conditions, the Shares shall vest on May 1, 2020, provided Participant has not had a Termination prior to such date.
|
THE ANDERSONS, INC.: HOLDER:
|
PARTICIPANT:
|
||
By:
|
|
Name:
|
#Signature#
|
Name:
|
Valerie M. Blanchett
|
Date:
|
#AcceptanceDate#
|
Title:
|
Vice President, Human Resources
|
|
|
Address:
|
1947 Briarfield Blvd.
|
|
|
|
Maumee, Ohio 43537
|
|
|
|
|
|
|
1
|
I have reviewed this report on Form 10-Q of The Andersons, Inc.
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
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b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
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|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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|
b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Patrick E. Bowe
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Patrick E. Bowe
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Chief Executive Officer (Principal Executive Officer)
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1
|
I have reviewed this report on Form 10-Q of The Andersons, Inc.
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2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Brian A. Valentine
|
|
Brian A. Valentine
|
|
Senior Vice President and Chief Financial Officer (Principle Financial Officer)
|
(1)
|
The Report fully complies with the requirements of 13(a) or 15(d) of the Securities Exchange Act of 1934, and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
|
|
|
/s/ Patrick E. Bowe
|
|
Patrick E. Bowe
|
|
Chief Executive Officer (Principal Executive Officer)
|
|
|
|
/s/ Brian A. Valentine
|
|
Brian A. Valentine
|
|
Senior Vice President and Chief Financial Officer (Principle Financial Officer)
|
|
|
(A)
|
Mine Act Section 104 Significant and Substantial (“S&S”) citations shown below are for alleged violations of mandatory health or safety standards that could significantly and substantially contribute to a mine health and safety hazard. It should be noted that, for purposes of this table, S&S citations that are included in another column, such as Section 104(d) citations, are not also included as Section 104 S&S citations in this column.
|
(B)
|
Mine Act Section 104(b) orders are for alleged failures to totally abate a citation within the time period specified in the citation.
|
(C)
|
Mine Act Section 104(d) citations and orders are for an alleged unwarrantable failure (i.e., aggravated conduct constituting more than ordinary negligence) to comply with mandatory health or safety standards.
|
(D)
|
Mine Act Section 110(b)(2) violations are for an alleged “flagrant” failure (i.e., reckless or repeated) to make reasonable efforts to eliminate a known violation of a mandatory safety or health standard that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury.
|
(E)
|
Mine Act Section 107(a) orders are for alleged conditions or practices which could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated and result in orders of immediate withdrawal from the area of the mine affected by the condition.
|
(G)
|
Mine Act Section 104(e) written notices are for an alleged pattern of violations of mandatory health or safety standards that could significantly and substantially contribute to a mine safety or health hazard.
|
|
|
Three months ended June 30, 2019
|
||||||||||
|
|
(A)
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
Mine Name/MSHA ID No.
|
|
Section 104 S&S
Citations
|
|
Section 104(b)
Orders
|
|
Section 104(d) Citations/Orders
|
|
Section 110(b)(2) Citations/Orders
|
|
Section 107(a)
Orders
|
|
Total Dollar Value of MSHA Assessments Proposed
|
Industrial Sand Processing Plt-North Branch/21-02917
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Titan Lansing OKC Sand Plant/34-02189
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Three months ended June 30, 2019
|
||||||||
|
|
(G)
|
|
|
|
|
|
|
|
|
Mine Name/MSHA ID No.
|
|
Received Notice of Pattern of Violations Under Section 104(e) (yes/no)
|
|
Total Number of Mining Related Fatalities
|
|
Legal Actions Pending as of Last Day of Period
|
|
Legal Actions Initiated During Period
|
|
Legal Actions Resolved During Period
|
Industrial Sand Processing Plt-North Branch/21-02917
|
|
No
|
|
—
|
|
—
|
|
—
|
|
—
|
Titan Lansing OKC Sand Plant/34-02189
|
|
No
|
|
—
|
|
—
|
|
—
|
|
—
|