PART I. [Item 1. Business](index=3&type=section&id=Item%201.%20Business) The Andersons, Inc. is a diversified agricultural company operating in Trade, Ethanol, Plant Nutrient, and Rail sectors, providing commodity merchandising, ethanol production, plant nutrients, and railcar leasing services - The Company is a diversified agricultural entity with operations in Trade, Ethanol, Plant Nutrient, and Rail sectors, founded in Maumee, Ohio in 1947[7](index=7&type=chunk) - The Trade Group focuses on logistics and merchandising of commodities like whole grains, feed ingredients, frac sand, and domestic fuel products, operating grain elevators across the U.S. and Canada. It manages futures price risk using exchange-traded contracts[9](index=9&type=chunk)[13](index=13&type=chunk) - The Ethanol Group produces, purchases, and sells ethanol and co-products, co-owning five ethanol plants. In 2019, it merged several LLCs into The Andersons Marathon Holdings LLC (TAMH), resulting in consolidation of TAMH's results[18](index=18&type=chunk)[20](index=20&type=chunk) - The Plant Nutrient Group manufactures and distributes agricultural and related plant nutrients, corncob-based products, and pelleted lime/gypsum, reorganized into Ag Supply Chain, Engineered Granules, and Specialty Liquids divisions in 2020[22](index=22&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) - The Rail segment leases various types of railcars and locomotives, operates a nationwide network of railcar repair shops, and offers fleet management services[26](index=26&type=chunk) - As of December 31, 2020, the company had **2,359 employees** across **141 locations**, emphasizing safety, employee engagement, talent development, and competitive compensation/benefits. The company implemented various measures in response to COVID-19, including remote work and extended sick pay[31](index=31&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk) - The company is subject to various government regulations, including USDA grain standards, FDA bioterrorism prevention, and environmental protection laws, with compliance not materially affecting earnings in 2020[34](index=34&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk) [Item 1A. Risk Factors](index=9&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from the COVID-19 pandemic, commodity price volatility, regulatory changes, indebtedness, and operational hazards - The COVID-19 pandemic has adversely affected the company's business, particularly ethanol demand due to travel restrictions, and its full impact remains uncertain[39](index=39&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk) - The Trade, Ethanol, and Plant Nutrient segments are sensitive to commodity price fluctuations (corn, natural gas, gasoline/oil, frac sand, potash, phosphate, nitrogen), which can impact profitability and liquidity, despite efforts to manage risk with derivative instruments[43](index=43&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) - Operating in highly regulated industries (environmental, agricultural production, trade, rail) exposes the company to risks from changes in government regulations, trade policies, and potential non-compliance costs[51](index=51&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk)[58](index=58&type=chunk) - Significant inventory levels across all businesses expose the company to risks of damage or obsolescence, which could decrease value and profit margins[59](index=59&type=chunk)[60](index=60&type=chunk) - The company's substantial indebtedness could negatively affect its financial condition and liquidity, with compliance to debt covenants dependent on factors beyond its control[61](index=61&type=chunk)[62](index=62&type=chunk) - Operational hazards such as grain dust explosions, fires, chemical spills, and transportation accidents pose significant safety risks and could lead to unexpected costs and liabilities[72](index=72&type=chunk)[73](index=73&type=chunk) - Information technology systems are critical, and limitations, failures, or external threats (cyberattacks, data breaches) could disrupt operations, lead to legal/financial exposure, and damage reputation. The ongoing ERP system implementation also carries risks of cost overruns and operational flaws[74](index=74&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk)[80](index=80&type=chunk) [Item 1B. Unresolved Staff Comments](index=16&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reported no unresolved staff comments from the SEC - The Company has no unresolved staff comments[86](index=86&type=chunk) [Item 2. Properties](index=17&type=section&id=Item%202.%20Properties) The company's properties include agriculture and ethanol facilities, grain storage, fertilizer warehouses, and a diversified rail fleet - The Company's Trade facilities, primarily concrete and steel tanks, comprise approximately **84% owned storage capacity**, with the remaining **16% leased**. Plant Nutrient properties are **99% owned**, consisting mainly of fertilizer warehouse and formulation facilities[88](index=88&type=chunk) Trade Grain Storage, Ethanol Nameplate Capacity, and Plant Nutrient Storage by Location | Location | Trade Grain Storage (bushels) | Ethanol Nameplate Capacity (gallons) | Dry Fertilizer Storage (tons) | Plant Nutrient Liquid Fertilizer Storage (tons) | | :------------ | :---------------------------- | :----------------------------------- | :---------------------------- | :---------------------------------------------- | | Canada | 22,578 | — | — | — | | Colorado | 1,586 | — | — | — | | Idaho | 16,655 | — | — | — | | Illinois | 16,164 | — | 56 | 11 | | Indiana | 21,690 | 110,000 | 132 | 134 | | Iowa | — | 55,000 | — | 65 | | Kansas | — | 70,000 | — | — | | Kentucky | 1,410 | — | — | — | | Louisiana | 24,948 | — | — | — | | Michigan | 28,572 | 130,000 | 66 | 46 | | Minnesota | 1,779 | — | — | 47 | | Nebraska | 18,414 | — | — | 45 | | Ohio | 42,151 | 110,000 | 182 | 72 | | Puerto Rico | — | — | — | 11 | | Texas | 6,152 | — | — | — | | Wisconsin | — | — | 27 | 78 | | **Total** | **202,099** | **475,000** | **463** | **509** | Rail Fleet Composition | Equipment | Number of Units | Percentage of Fleet | | :------------------------------------------ | :-------------- | :------------------ | | Covered Hoppers | 14,760 | 63.6% | | Tanks | 4,459 | 19.2% | | Gondolas | 1,069 | 4.6% | | Open-top Hoppers | 836 | 3.6% | | Boxcars | 777 | 3.3% | | Pressure Differential Covered Hoppers | 771 | 3.3% | | Flat Cars | 514 | 2.2% | | Locomotives | 23 | 0.1% | | Other | 23 | 0.1% | | **Total** | **23,232** | **100.0%** | - The Rail segment operates **28 railcar repair facilities** nationwide[93](index=93&type=chunk) [Item 3. Legal Proceedings](index=18&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various legal and regulatory proceedings, accruing liabilities for probable losses, with no material impact expected beyond current accruals - The Company is subject to various claims and suits, including environmental, employment, and contractual disputes, accruing liabilities when losses are probable and estimable[94](index=94&type=chunk) - Management believes current legal proceedings are unlikely to result in material liabilities beyond existing accruals, though future claims could have an adverse effect[94](index=94&type=chunk) [Item 4. Mine Safety](index=19&type=section&id=Item%204.%20Mine%20Safety) The company prioritizes employee health and safety, aiming for zero injuries through prevention and training, with mine safety results reported as required - The Company prioritizes occupational health and safety, aiming for zero injuries and incidents through proactive prevention, established standards, and intensive employee training[95](index=95&type=chunk) - Mine safety results for locations covered by the Dodd-Frank Act are included in Exhibit 95 of the Annual Report[96](index=96&type=chunk) PART II. [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=20&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common shares trade on Nasdaq, with consistent quarterly dividends and share repurchases primarily for employee tax obligations - The Andersons, Inc. common shares trade on the Nasdaq Global Select Market under the symbol '**ANDE**'[98](index=98&type=chunk) - As of February 12, 2021, there were **1,034 shareholders of record** and approximately **13,291 beneficial shareholders**[99](index=99&type=chunk) Quarterly Dividends Paid (2019-2021) | Payment Date | Amount ($) | | :----------- | :----- | | 1/23/2019 | $0.170 | | 4/22/2019 | $0.170 | | 7/22/2019 | $0.170 | | 10/22/2019 | $0.170 | | 1/23/2020 | $0.175 | | 4/22/2020 | $0.175 | | 7/22/2020 | $0.175 | | 10/22/2020 | $0.175 | | 1/20/2021 | $0.175 | Issuer Purchases of Equity Securities (Q4 2020) | Period | Total Number of Shares Purchased | Average Price Paid Per Share ($) | | :------------ | :------------------------------- | :--------------------------- | | October 2020 | 3,066 | $19.17 | | November 2020 | 692 | $21.78 | | December 2020 | 2,718 | $24.08 | | **Total** | **6,476** | **$21.51** | *Note: These purchases were primarily for employee tax withholding obligations, not publicly announced plans.* Cumulative Total Shareholder Returns (2015-2020) - $100 Initial Investment | Index | 2015 Base ($) | 2016 ($) | 2017 ($) | 2018 ($) | 2019 ($) | 2020 ($) | | :-------------------- | :-------- | :---- | :----- | :----- | :----- | :----- | | The Andersons, Inc. | $100.00 | $143.88 | $102.20 | $100.03 | $86.83 | $87.47 | | NASDAQ U.S. | $100.00 | $108.87 | $141.13 | $137.12 | $187.44 | $271.64 | | Peer Group Index | $100.00 | $126.88 | $131.59 | $118.95 | $134.99 | $154.05 | [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section reviews the company's financial condition and operational performance, detailing segment results, liquidity, capital resources, and critical accounting estimates - The global emergence of COVID-19 significantly impacted the global economy in 2020, reducing demand for gasoline, ethanol, and corn, which negatively affected the Trade, Ethanol, and Rail Groups[111](index=111&type=chunk) - The company, designated as a critical infrastructure industry, implemented measures like remote work, travel restrictions, and enhanced safety protocols to ensure service availability and employee safety during the pandemic[113](index=113&type=chunk) - Management believes the company's share price does not accurately reflect its current value, despite its total shareholders' equity exceeding market capitalization, citing a positive long-term outlook for the agriculture space[110](index=110&type=chunk) [Operating Results](index=26&type=section&id=Operating%20Results) The company reported a consolidated **net loss in 2020**, primarily due to declines in Ethanol and Rail segments from COVID-19, despite improvements in Plant Nutrient and Trade Consolidated Statements of Operations Summary (in thousands) | Metric | 2020 | 2019 | Change (2020 vs 2019) | | :-------------------------------- | :---------- | :---------- | :-------------------- | | Sales and merchandising revenues | $8,208,436 | $8,170,191 | +$38,245 | | Cost of sales and merchandising | $7,803,514 | $7,652,299 | +$151,215 | | Gross profit | $404,922 | $517,892 | -$112,970 | | Operating, admin & general expenses | $399,207 | $436,842 | -$37,635 | | Asset impairment | — | $41,212 | -$41,212 | | Interest expense, net | $51,275 | $59,691 | -$8,416 | | Equity in earnings of affiliates | $638 | $(7,359) | +$7,997 | | Gain from remeasurement of equity | — | $35,214 | -$35,214 | | Other income, net | $20,448 | $20,109 | +$339 | | Income (loss) before income taxes | $(24,474) | $28,111 | -$52,585 | | Income tax provision (benefit) | $(10,259) | $13,051 | -$23,310 | | Net income (loss) | $(14,215) | $15,060 | -$29,275 | | Net income attributable to The Andersons, Inc. | $7,710 | $18,307 | -$10,597 | | Basic EPS | $0.23 | $0.56 | -$0.33 | | Diluted EPS | $0.23 | $0.55 | -$0.32 | - Trade Group operating results increased **$42.0 million** year-over-year, primarily due to the absence of **$38.5 million** in asset impairments from 2019. However, gross profit decreased by **$50.9 million** due to weak 2019 harvest carryover in grain assets and lower wheat opportunities, coupled with a **$15.2 million** reduction from frac sand facility shutdowns[133](index=133&type=chunk)[134](index=134&type=chunk) - Ethanol Group operating results decreased **$76.3 million**, with gross profit down **$50.8 million** due to significantly lower margins and mark-to-market losses as corn prices outpaced ethanol price increases, a direct result of decreased demand from the COVID-19 pandemic[136](index=136&type=chunk) - Plant Nutrient Group operating results increased **$6.9 million**, driven by a **$7.1 million** increase in gross profit from higher volumes due to more normal planting conditions in 2020 compared to the wet 2019 season[138](index=138&type=chunk) - Rail segment operating results decreased **$12.5 million**, with revenues down **$23.1 million** due to lower average lease rates, reduced North American railcar loadings, and fewer car sales[140](index=140&type=chunk) - The company recorded an income tax benefit of **$10.3 million** in 2020 (**41.9% effective rate**) compared to an expense of **$13.1 million** in 2019 (**46.4% effective rate**), primarily due to the current period loss before taxes and benefits from net operating loss carrybacks under the CARES Act[143](index=143&type=chunk) [Liquidity and Capital Resources](index=29&type=section&id=Liquidity%20and%20Capital%20Resources) The company experienced decreased working capital in 2020, with operating activities using cash, reduced investing, and significant financing cash, while maintaining substantial borrowing capacity Working Capital Summary (in thousands) | Metric | December 31, 2020 | December 31, 2019 | Variance | | :-------------------------------- | :---------------- | :---------------- | :---------- | | Cash, cash equivalents & restricted cash | $29,123 | $54,895 | $(25,772) | | Accounts receivable, net | $659,834 | $536,367 | $123,467 | | Inventories | $1,300,693 | $1,170,536 | $130,157 | | Commodity derivative assets – current | $320,706 | $107,863 | $212,843 | | Other current assets | $106,053 | $75,681 | $30,372 | | **Total current assets** | **$2,416,409** | **$1,945,342** | **$471,067** | | Short-term debt | $403,703 | $147,031 | $256,672 | | Trade and other payables | $957,683 | $873,081 | $84,602 | | Customer prepayments & deferred revenue | $180,160 | $133,585 | $46,575 | | Commodity derivative liabilities – current | $146,990 | $46,942 | $100,048 | | Accrued expenses & other current liabilities | $167,671 | $176,381 | $(8,710) | | Current maturities of long-term debt | $75,475 | $62,899 | $12,576 | | **Total current liabilities** | **$1,931,682** | **$1,439,919** | **$491,763** | | **Working capital** | **$484,727** | **$505,423** | **$(20,696)** | - Operating activities used **$74.4 million** in cash in 2020, a significant change from **$348.6 million** provided in 2019, primarily due to increases in working capital accounts driven by higher commodity prices and lower operating results[147](index=147&type=chunk) - Investing activities used **$86.8 million** in 2020, down from **$325.0 million** in 2019, reflecting a strategic focus on reduced capital spending to conserve cash and pay down long-term debt, as well as significant prior year costs for the bio-refinery facility[148](index=148&type=chunk) - Net cash provided by financing activities increased to **$136.3 million** in 2020 from **$8.7 million** in 2019, largely due to increased short-term debt for working capital needs as commodity prices rose, partially offset by reductions in long-term debt[152](index=152&type=chunk) - As of December 31, 2020, the company had **$868.4 million** available for borrowing under its **$1.37 billion** total short and long-term borrowing capacity[153](index=153&type=chunk) Future Contractual Cash Obligations (in thousands, as of Dec 31, 2020) | Obligation Type | Less than 1 year | 1-3 years | 3-5 years | After 5 years | Total | | :------------------------------ | :--------------- | :---------- | :---------- | :------------ | :------------ | | Long-term debt, recourse | $69,037 | $122,208 | $188,202 | $468,203 | $847,650 | | Long-term debt, non-recourse | $6,438 | $27,110 | $85,372 | $32,479 | $151,399 | | Interest obligations | $25,245 | $44,466 | $32,185 | $44,107 | $146,003 | | Operating leases | $21,262 | $25,087 | $7,785 | $7,067 | $61,201 | | Purchase commitments | $3,096,336 | $167,280 | — | — | $3,263,616 | | Retiree healthcare programs | $2,324 | $3,118 | $3,044 | $27,947 | $36,433 | | **Total contractual cash obligations** | **$3,220,642** | **$389,269** | **$316,588** | **$579,803** | **$4,506,302** | - The Rail segment utilizes off-balance sheet financing through sale-leaseback and non-recourse lease transactions, with **324 railcars** considered off-balance sheet as of December 31, 2020[160](index=160&type=chunk) [Critical Accounting Estimates](index=32&type=section&id=Critical%20Accounting%20Estimates) Financial statements involve significant management estimates for inventories, derivatives, asset impairment, business combinations, and uncertain tax positions - The company's critical accounting estimates include readily marketable inventories (RMI) and commodity derivative contracts, which are marked to market at fair value, adjusted for local markets and non-performance risk[163](index=163&type=chunk)[164](index=164&type=chunk) - Goodwill is tested for impairment annually (October 1) or more frequently, using a quantitative approach based on estimated future cash flows and market multiples. No goodwill impairment was indicated in 2020, but Ethanol, Grain Storage and Merchandising (GSM), and Food and Specialty Ingredients (FSI) reporting units have the greatest risk of future impairment[165](index=165&type=chunk)[166](index=166&type=chunk)[168](index=168&type=chunk)[169](index=169&type=chunk)[170](index=170&type=chunk)[418](index=418&type=chunk) - Accounting for business combinations requires significant estimates for fair value of acquired assets and liabilities, and useful lives of intangible assets, relying on future cash flows, attrition rates, and discount rates[172](index=172&type=chunk)[173](index=173&type=chunk) - Uncertain tax positions involve significant judgment, with **$44.4 million** in unrecognized tax benefits as of December 31, 2020, primarily related to Federal Research and Development Credits[174](index=174&type=chunk)[335](index=335&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](index=34&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company faces market risks from commodity price and interest rate fluctuations, managed with derivatives, with sensitivity analyses indicating potential losses - The company's market risk exposure stems from adverse changes in commodity prices and interest rates[175](index=175&type=chunk) Commodity Price Market Risk (in thousands) | Metric | December 31, 2020 | December 31, 2019 | | :---------------- | :---------------- | :---------------- | | Net commodity position | $(14,093) | $(8,969) | | Market risk (10% adverse change) | $1,409 | $896 | - The company uses currency exchange contracts to minimize foreign currency exchange rate fluctuations, primarily for the British pound, Mexican peso, and Canadian dollar, with a **10% adverse change** in rates not expected to be material[178](index=178&type=chunk) Interest Rate Market Risk (in thousands) | Metric | December 31, 2020 | December 31, 2019 | | :----------------------------------- | :---------------- | :---------------- | | Fair value of long-term debt | $1,026,881 | $1,096,010 | | Carrying value less fair value | $27,832 | $8,257 | | Market risk (0.5% interest rate decrease) | $9,891 | $7,573 | [Item 8. Financial Statements and Supplementary Data](index=35&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements, including balance sheets, statements of operations, cash flows, and equity, with detailed notes on accounting policies, debt, derivatives, and segment information - Deloitte & Touche LLP provided an unqualified opinion on the company's consolidated financial statements and internal control over financial reporting as of December 31, 2020[186](index=186&type=chunk)[188](index=188&type=chunk) - A Critical Audit Matter was identified regarding goodwill for the Grain Storage and Merchandising (GSM) and Food and Specialty Ingredients (FSI) reporting units, due to the significant judgments involved in estimating their business enterprise value (BEV), particularly the weighted-average cost of capital[192](index=192&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk) Consolidated Balance Sheets (in thousands) | Asset/Liability Category | December 31, 2020 | December 31, 2019 | | :-------------------------------- | :---------------- | :---------------- | | **Assets** | | | | Cash, cash equivalents and restricted cash | $29,123 | $54,895 | | Accounts receivable, net | $659,834 | $536,367 | | Inventories | $1,300,693 | $1,170,536 | | Commodity derivative assets – current | $320,706 | $107,863 | | Other current assets | $106,053 | $75,681 | | Total current assets | $2,416,409 | $1,945,342 | | Goodwill | $135,709 | $135,360 | | Other intangible assets, net | $142,940 | $175,312 | | Right of use assets, net | $56,031 | $76,401 | | Other assets | $49,907 | $45,610 | | Total other assets | $384,587 | $432,683 | | Rail assets leased to others, net | $591,946 | $584,298 | | Property, plant and equipment, net | $879,179 | $938,418 | | **Total assets** | **$4,272,121** | **$3,900,741** | | **Liabilities and equity** | | | | Short-term debt | $403,703 | $147,031 | | Trade and other payables | $957,683 | $873,081 | | Customer prepayments and deferred revenue | $180,160 | $133,585 | | Commodity derivative liabilities – current | $146,990 | $46,942 | | Current maturities of long-term debt | $75,475 | $62,899 | | Accrued expenses and other current liabilities | $167,671 | $176,381 | | Total current liabilities | $1,931,682 | $1,439,919 | | Long-term lease liabilities | $37,177 | $51,091 | | Long-term debt, less current maturities | $916,540 | $1,016,248 | | Deferred income taxes | $170,147 | $146,155 | | Other long-term liabilities | $55,915 | $51,673 | | **Total liabilities** | **$3,111,461** | **$2,705,086** | | Total shareholders' equity of The Andersons, Inc. | $961,891 | $973,610 | | Noncontrolling interests | $198,769 | $222,045 | | **Total equity** | **$1,160,660** | **$1,195,655** | | **Total liabilities and equity** | **$4,272,121** | **$3,900,741** | Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | 2020 | 2019 | 2018 | | :----------------------------------------------- | :---------- | :---------- | :---------- | | Net cash provided by (used in) operating activities | $(74,432) | $348,562 | $(35,519) | | Net cash used in investing activities | $(86,756) | $(325,032) | $(185,993) | | Net cash provided by financing activities | $136,296 | $8,707 | $209,186 | | Effect of exchange rates on cash | $(880) | $65 | — | | Increase (decrease) in cash | $(25,772) | $32,302 | $(12,326) | | Cash, cash equivalents and restricted cash at end of year | $29,123 | $54,895 | $22,593 | [1. Summary of Significant Accounting Policies](index=46&type=section&id=1.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines fundamental accounting principles, covering consolidation, estimates, cash, receivables, inventories, derivatives, revenue recognition, leases, and income taxes - The Company consolidates wholly-owned and controlled subsidiaries, including Variable Interest Entities (VIEs) like The Andersons Marathon Holdings LLC (TAMH) and ELEMENT, where it is determined to be the primary beneficiary[221](index=221&type=chunk)[224](index=224&type=chunk)[225](index=225&type=chunk) - Readily Marketable Inventories (RMI) are stated at net realizable value, and all commodity derivative contracts are marked to market at fair value, with gains/losses included in cost of sales[231](index=231&type=chunk) - Revenue is recognized under ASC 815 for commodity contracts (derivatives), ASC 842 for lease revenues, and ASC 606 for sales of other products and services, with specific criteria for each[248](index=248&type=chunk)[251](index=251&type=chunk)[254](index=254&type=chunk) - The company adopted ASC 842 (Leases) in 2019 using the modified retrospective approach, recognizing right-of-use assets and corresponding lease liabilities[255](index=255&type=chunk) - In 2020, the company adopted ASU 2016-13 (Measurement of Credit Losses on Financial Instruments) and ASU 2018-15 (Cloud Computing Software), with immaterial impacts, and elected to immediately adopt ASU 2020-04 (Reference Rate Reform)[260](index=260&type=chunk)[261](index=261&type=chunk)[262](index=262&type=chunk) [2. Inventories](index=55&type=section&id=2.%20Inventories) The company's inventories include grain, frac sand, ethanol, plant nutrients, and railcar parts, with a significant charge in 2020 due to lower ethanol prices Inventories (in thousands) | Inventory Type | December 31, 2020 | December 31, 2019 | | :---------------------------------- | :---------------- | :---------------- | | Grain and other agricultural products (a) | $1,025,809 | $907,482 | | Frac sand and propane | $12,477 | $15,438 | | Ethanol and co-products (b) | $114,895 | $95,432 | | Plant nutrients and cob products | $139,885 | $146,164 | | Railcar repair parts | $7,627 | $6,020 | | **Total** | **$1,300,693** | **$1,170,536** | - For the year ended December 31, 2020, the Company recorded an **$11.7 million** lower of cost or net realizable value charge related to lower ethanol market prices due to the COVID-19 pandemic[266](index=266&type=chunk) [3. Property, Plant and Equipment](index=55&type=section&id=3.%20Property%2C%20Plant%20and%20Equipment) The company's property, plant, and equipment, and rail assets leased to others are detailed, with depreciation increasing in 2020 due to the TAMH merger and ELEMENT Property, Plant and Equipment, Net (in thousands) | Category | December 31, 2020 | December 31, 2019 | | :------------------------------------- | :---------------- | :---------------- | | Land | $40,222 | $40,442 | | Land improvements and leasehold improvements | $96,700 | $103,148 | | Buildings and storage facilities | $387,992 | $373,961 | | Machinery and equipment | $925,074 | $835,156 | | Construction in progress | $19,725 | $59,993 | | Less: accumulated depreciation | $(590,534) | $(474,282) | | **Property, plant and equipment, net** | **$879,179** | **$938,418** | - Depreciation expense on property, plant and equipment increased significantly to **$125.7 million** in 2020 from **$82.3 million** in 2019, primarily due to the TAMH merger and ELEMENT starting operations[269](index=269&type=chunk) - In 2019, the company recorded **$32.3 million** in impairment charges for frac sand assets and **$3.7 million** for Tennessee grain assets within the Trade segment[269](index=269&type=chunk) Rail Assets Leased to Others, Net (in thousands) | Category | December 31, 2020 | December 31, 2019 | | :----------------------------- | :---------------- | :---------------- | | Rail assets leased to others | $750,473 | $723,004 | | Less: accumulated depreciation | $(158,527) | $(138,706) | | **Rail assets, net** | **$591,946** | **$584,298** | - Depreciation expense on Rail assets leased to others was **$30.8 million** in 2020, up from **$28.5 million** in 2019. No Rail asset impairment charges were taken in 2019 or 2020[271](index=271&type=chunk)[272](index=272&type=chunk) [4. Debt](index=56&type=section&id=4.%20Debt) The company's debt includes short-term and long-term recourse and non-recourse obligations, with a new **$150 million term loan** in 2020, decreased interest paid, and compliance with covenants Debt Summary (in thousands) | Debt Category | December 31, 2020 | December 31, 2019 | | :------------------------------------------ | :---------------- | :---------------- | | Short-term debt – non-recourse | $93,192 | $54,029 | | Short-term debt – recourse | $310,511 | $93,002 | | **Total short-term debt** | **$403,703** | **$147,031** | | Current maturities of long-term debt – non-recourse | $6,438 | $9,545 | | Current maturities of long-term debt – recourse | $69,037 | $53,354 | | **Total current maturities of long-term debt** | **$75,475** | **$62,899** | | Long-term debt, less: current maturities – non-recourse | $143,406 | $330,250 | | Long-term debt, less: current maturities – recourse | $773,134 | $685,998 | | **Total long-term debt, less: current maturities** | **$916,540** | **$1,016,248** | - On October 23, 2020, the Company entered into a new amendment to its credit agreement, providing an incremental **$150.0 million term loan** maturing in 2026, which replaced an existing credit facility and resulted in a **$2.8 million loss** on reclassified interest rate swaps[274](index=274&type=chunk) - Total interest paid decreased to **$51.6 million** in 2020 from **$59.6 million** in 2019. The weighted average interest rate on short-term borrowings decreased to **1.66%** in 2020 from **3.24%** in 2019[275](index=275&type=chunk)[276](index=276&type=chunk) - The Company was in compliance with all financial covenants at and during the years ended December 31, 2020 and 2019[275](index=275&type=chunk) [5. Derivatives](index=58&type=section&id=5.%20Derivatives) The company uses commodity derivatives for market price risk in Trade and Ethanol, and interest rate derivatives for borrowing risk, with fair values and financial impacts reported - The Company uses exchange-traded commodity futures and options contracts and over-the-counter (OTC) forward and option contracts to reduce exposure to market price risk on commodities, primarily in its Trade and Ethanol businesses[281](index=281&type=chunk) - While these commodity contracts are considered effective economic hedges, the Company does not designate or account for them as hedges under current accounting standards; realized and unrealized gains/losses are included in cost of sales[282](index=282&type=chunk)[283](index=283&type=chunk) Net Pre-Tax Gains and Losses on Commodity Derivatives (in thousands) | Year Ended December 31, | Gains (losses) on commodity derivatives included in Cost of sales and merchandising revenues | | :---------------------- | :----------------------------------------------------------------------------------------- | | 2020 | $(36,563) | | 2019 | $1,939 | | 2018 | $4,236 | - The Company uses interest rate swaps to manage interest rate risk on borrowing activities, with some designated as cash flow hedges (gains/losses recorded in Other Comprehensive Income) and others not designated as hedges (changes in fair value recognized in interest expense)[294](index=294&type=chunk)[295](index=295&type=chunk) Derivatives Designated as Hedging Instruments (in thousands) | Year Ended December 31, | Interest rate derivative gains (losses) included in Other comprehensive income | | :---------------------- | :----------------------------------------------------------------------------- | | 2020 | $(11,497) | | 2019 | $(12,398) | [6. Employee Benefit Plans](index=62&type=section&id=6.%20Employee%20Benefit%20Plans) The company offers frozen defined benefit pension plans and postretirement health care benefits, with details on plan obligations, funded status, net periodic benefit cost, and actuarial assumptions - The Company provides pension benefits under an unfunded noncontributory defined benefit plan (frozen July 1, 2010) and postretirement health care benefits to full-time employees hired before January 1, 2003[301](index=301&type=chunk) Underfunded Status of Plans (in thousands) | Plan Type | December 31, 2020 | December 31, 2019 | | :------------------ | :---------------- | :---------------- | | Pension Benefits | $(1,884) | $(3,088) | | Postretirement Benefits | $(25,324) | $(24,872) | Net Periodic Benefit Cost (in thousands) | Component | Pension Benefits 2020 | Pension Benefits 2019 | Postretirement Benefits 2020 | Postretirement Benefits 2019 | | :-------------------- | :-------------------- | :-------------------- | :--------------------------- | :--------------------------- | | Service cost | — | — | $221 | $365 | | Interest cost | $48 | $116 | $719 | $854 | | Expected return on plan assets | — | — | $(911) | $(911) | | Recognized net actuarial loss | $248 | $232 | $79 | — | | **Net periodic benefit cost** | **$296** | **$348** | **$108** | **$308** | [7. Revenue](index=64&type=section&id=7.%20Revenue) Total revenues are disaggregated by accounting standards (ASC 606, 815, 842) and by segment, with commodity contracts and rail leasing comprising the majority Total Revenues by Accounting Standard (in thousands) | Revenue Source | 2020 | 2019 | 2018 | | :------------------- | :---------- | :---------- | :---------- | | Revenues under ASC 606 | $1,527,141 | $1,391,848 | $898,885 | | Revenues under ASC 815 | $6,584,909 | $6,659,932 | $2,040,866 | | Revenues under ASC 842 | $96,386 | $118,411 | $105,631 | | **Total revenues** | **$8,208,436** | **$8,170,191** | **$3,045,382** | Disaggregation of Revenue under ASC 606 by Segment and Product/Service Line (2020, in thousands) | Product/Service Line | Trade | Ethanol | Plant Nutrient | Rail | Total | | :------------------- | :-------- | :-------- | :------------- | :-------- | :---------- | | Specialty nutrients | — | — | $234,806 | — | $234,806 | | Primary nutrients | — | — | $396,515 | — | $396,515 | | Service | $9,030 | — | $5,108 | $36,852 | $50,990 | | Products and co-products | $234,219 | $408,677 | — | — | $642,896 | | Frac sand and propane | $148,175 | — | — | — | $148,175 | | Other | $14,569 | $2,057 | $26,530 | $10,603 | $53,759 | | **Total** | **$405,993** | **$410,734** | **$662,959** | **$47,455** | **$1,527,141** | - Service revenues, primarily from the railcar repair business, are recognized over time using an input-based measure of progress[320](index=320&type=chunk) Revenues under ASC 842 (Leases) (in thousands) | Lease Revenue Type | 2020 | 2019 | | :----------------- | :-------- | :-------- | | Operating lease revenue | $90,672 | $105,124 | | Sales-type lease revenue | $538 | $8,014 | | Variable lease revenue | $5,176 | $5,273 | | **Total revenues** | **$96,386** | **$118,411** | [8. Income Taxes](index=67&type=section&id=8.%20Income%20Taxes) The company reported an income tax benefit in 2020 due to a pre-tax loss and the CARES Act, a shift from 2019 expense, with changes in effective tax rate and increased unrecognized tax benefits Income Tax Provision (Benefit) (in thousands) | Category | 2020 | 2019 | 2018 | | :---------------- | :---------- | :---------- | :---------- | | Current: | | | | | Federal | $(42,718) | $1,079 | $(549) | | State and local | $(748) | $1,215 | $323 | | Foreign | $7,133 | $4,361 | $1,138 | | **Total Current** | **$(36,333)** | **$6,655** | **$912** | | Deferred: | | | | | Federal | $29,158 | $4,409 | $10,073 | | State and local | $1,127 | $1,925 | $578 | | Foreign | $(4,211) | $62 | $367 | | **Total Deferred** | **$26,074** | **$6,396** | **$11,018** | | **Total** | **$(10,259)** | **$13,051** | **$11,931** | Reconciliation of Statutory to Effective U.S. Federal Tax Rate | Factor | 2020 (%) | 2019 (%) | 2018 (%) | | :------------------------------------------ | :-------- | :-------- | :-------- | | Statutory U.S. federal tax rate | 21.0 | 21.0 | 21.0 | | State and local income taxes, net | 4.6 | 7.3 | 3.4 | | U.S. tax rate change and other tax law impacts (a) | 60.2 | 2.1 | (1.5) | | Effect of noncontrolling interest | (18.8) | 2.4 | 0.1 | | Derivative instruments and hedging activities | (13.0) | — | — | | Income taxes on foreign earnings | (6.8) | (0.6) | (1.5) | | Nondeductible compensation | (6.1) | 4.6 | 1.5 | | Release (accrual) of unrecognized tax benefits | 2.7 | 3.9 | (0.1) | | Research and development and other tax credits | 1.4 | (23.2) | (3.4) | | Acquisition related permanent item | — | 24.0 | — | | Other, net | (3.2) | (1.2) | 0.5 | | **Effective tax rate** | **41.9** | **46.4** | **22.5** | - The company had **$74.8 million** of U.S. Federal, **$204.0 million** of state, and **$1.9 million** of non-U.S. net operating loss carryforwards as of December 31, 2020[332](index=332&type=chunk) Unrecognized Tax Benefits (in thousands) | Year Ended December 31, | Balance at End of Period | | :---------------------- | :----------------------- | | 2020 | $44,401 | | 2019 | $22,415 | | 2018 | $618 | - The increase in unrecognized tax benefits in 2020 and 2019 was primarily associated with Federal Research and Development Credits[335](index=335&type=chunk) [9. Accumulated Other Comprehensive Income (Loss)](index=70&type=section&id=9.%20Accumulated%20Other%20Comprehensive%20Income%20%28Loss%29) This note details components of Accumulated Other Comprehensive Income (AOCI), including foreign currency translation, cash flow hedges, and pension plans, with the total AOCI balance shifting to a **$12.1 million loss** in 2020 Accumulated Other Comprehensive Income (Loss) Components (in thousands) | Component | December 31, 2020 | December 31, 2019 | | :-------------------------------------- | :---------------- | :---------------- | | Currency Translation Adjustment | $5,739 | $1,065 | | Cash Flow Hedges | $(18,106) | $(9,443) | | Pension and Other Postretirement Plans | $33 | $889 | | Investments in Convertible Preferred Securities | $258 | $258 | | **Total AOCI Ending Balance** | **$(12,076)** | **$(7,231)** | - Amounts reclassified from cash flow hedges to interest expense were **$8.1 million** in 2020[340](index=340&type=chunk) [10. Fair Value Measurements](index=71&type=section&id=10.%20Fair%20Value%20Measurements) The company measures assets and liabilities at fair value using a three-tier hierarchy, with commodity derivatives primarily Level 1 and 2, convertible preferred securities as Level 3 - Fair value measurements are categorized into a three-tier hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[342](index=342&type=chunk) Fair Value Measurements by Level (in thousands, as of Dec 31, 2020) | Asset/Liability Category | Level 1 | Level 2 | Level 3 | Total | | :----------------------- | :--------- | :---------- | :-------- | :--------- | | Commodity derivatives, net | $51,369 | $126,098 | — | $177,467 | | Provisionally priced contracts | $19,793 | $(48,818) | — | $(29,025) | | Convertible preferred securities | — | — | $8,849 | $8,849 | | Other assets and liabilities | $7,972 | $(26,058) | — | $(18,086) | | **Total** | **$79,134** | **$51,222** | **$8,849** | **$139,205** | - Level 1 commodity derivatives reflect exchange-traded futures and options contracts, net of cash collateral. Level 2 inputs for commodity derivatives include observable quotes for local basis adjustments[345](index=345&type=chunk)[347](index=347&type=chunk) - Convertible preferred securities are classified as Level 3 inputs, with a fair value of **$8.8 million** as of December 31, 2020[344](index=344&type=chunk)[351](index=351&type=chunk) - There were no non-recurring fair value measurements as of December 31, 2020[356](index=356&type=chunk) [11. Related Party Transactions](index=73&type=section&id=11.%20Related%20Party%20Transactions) The company holds equity method investments with an increasing balance in 2020 and engages in various arms-length related party transactions Equity Method Investments Balance (in thousands) | Investee Entity | December 31, 2020 | December 31, 2019 | | :------------------------ | :---------------- | :---------------- | | Providence Grain Group Inc. | $12,467 | $12,424 | | Quadra Commodities S.A. | $7,013 | $5,574 | | Other | $6,981 | $5,859 | | **Total** | **$26,461** | **$23,857** | Income (Losses) from Equity Method Investments (in thousands) | Investee Entity | 2020 | 2019 | 2018 | | :------------------------ | :------ | :-------- | :-------- | | Providence Grain Group Inc. | $(233) | $(7,411) | — | | Quadra Commodities S.A. | $1,439 | $910 | — | | Other | $(568) | $(335) | $(49) | | **Total** | **$638** | **$(7,359)** | **$27,141** | Related Party Transactions (in thousands) | Transaction Type | 2020 | 2019 | 2018 | | :--------------------------- | :-------- | :-------- | :-------- | | Sales revenues | $176,768 | $246,540 | $358,856 | | Service fee revenues | — | $12,181 | $20,843 | | Purchases of product | $52,665 | $569,619 | $741,736 | | Lease income | $583 | $3,516 | $6,523 | | Labor and benefits reimbursement | — | $10,973 | $13,487 | [12. Segment Information](index=75&type=section&id=12.%20Segment%20Information) The company operates four reportable segments: Trade, Ethanol, Plant Nutrient, and Rail, with detailed financial data provided for each, including revenues and income before taxes - The Company's four reportable business segments are Trade, Ethanol, Plant Nutrient, and Rail, with 'Other' covering unallocated corporate costs[366](index=366&type=chunk) - In January 2020, the Lansing Vermont DDG business was moved from the Trade group to the Ethanol group as part of internal restructuring[366](index=366&type=chunk) Revenues from External Customers by Segment (in thousands) | Segment | 2020 | 2019 | 2018 | | :------------- | :---------- | :---------- | :---------- | | Trade | $6,141,402 | $6,144,526 | $1,433,660 | | Ethanol | $1,260,259 | $1,211,997 | $747,009 | | Plant Nutrient | $662,959 | $646,730 | $690,536 | | Rail | $143,816 | $166,938 | $174,177 | | **Total** | **$8,208,436** | **$8,170,191** | **$3,045,382** | Income (Loss) Before Income Taxes Attributable to the Company by Segment (in thousands) | Segment | 2020 | 2019 | 2018 | | :------------- | :---------- | :---------- | :---------- | | Trade | $24,687 | $(17,328) | $21,715 | | Ethanol | $(25,413) | $50,907 | $27,076 | | Plant Nutrient | $16,015 | $9,159 | $12,030 | | Rail | $2,607 | $15,090 | $17,379 | | Other | $(20,445) | $(26,470) | $(24,785) | | **Total** | **$(2,549)** | **$31,358** | **$53,415** | Capital Expenditures by Segment (in thousands) | Segment | 2020 | 2019 | 2018 | | :------------- | :-------- | :-------- | :-------- | | Trade | $14,911 | $31,173 | $17,203 | | Ethanol | $39,791 | $104,023 | $101,320 | | Plant Nutrient | $16,565 | $20,413 | $15,723 | | Rail | $4,422 | $1,827 | $5,295 | | Other | $1,458 | $3,548 | $3,038 | | **Total** | **$77,147** | **$160,984** | **$142,579** | [13. Leases](index=77&type=section&id=13.%20Leases) The company leases various operating assets, reporting lease assets and liabilities for operating and finance leases, with lease costs recognized in the Consolidated Statements of Operations Leased Assets and Liabilities (in thousands) | Category | December 31, 2020 | December 31, 2019 | | :------------------------------ | :---------------- | :---------------- | | **Assets** | | | | Operating lease assets | $56,031 | $76,401 | | Finance lease assets | $41,745 | $41,188 | | **Total leased assets** | **$97,776** | **$117,589** | | **Liabilities** | | | | Total operating lease liabilities | $56,752 | $76,791 | | Total finance lease liabilities | $39,308 | $39,137 | | **Total lease liabilities** | **$96,060** | **$115,928** | Total Lease Cost (in thousands) | Lease Cost Component | 2020 | 2019 | | :------------------- | :-------- | :-------- | | Operating lease cost | $32,117 | $39,941 | | Finance lease cost | $3,748 | $2,500 | | Other lease cost | $923 | $1,144 | | **Total lease cost** | **$36,788** | **$43,584** | Weighted Average Lease Terms and Discount Rates | Metric | December 31, 2020 | December 31, 2019 | | :-------------------------- | :---------------- | :---------------- | | Weighted Average Remaining Lease Term (Operating leases) | 4.6 years | 4.1 years | | Weighted Average Remaining Lease Term (Finance leases) | 7.4 years | 6.5 years | | Weighted Average Discount Rate (Operating leases) | 3.96 % | 3.42 % | | Weighted Average Discount Rate (Finance leases) | 3.42 % | 3.42 % | [14. Commitments and Contingencies](index=80&type=section&id=14.%20Commitments%20and%20Contingencies) The company is involved in litigation and has various commitments, accruing for probable losses, though the ultimate resolution of certain claims remains uncertain - The Company is party to a non-regulatory litigation claim related to penalties and fines paid by a previously unconsolidated subsidiary for trading activity, with the ultimate resolution and potential loss in excess of accruals currently undeterminable[388](index=388&type=chunk) - As of December 31, 2020, the Company had **$1.0 million** in industrial revenue bonds outstanding with the City of Colwich, Kansas, maturing in 2029, with the related lease obligation netted against the bond asset on the balance sheet[389](index=389&type=chunk) [15. Stock Compensation Plans](index=81&type=section&id=15.%20Stock%20Compensation%20Plans) The company offers various stock-based compensation plans, including stock options, restricted stock awards, and performance share units, with total stock compensation expense in 2020 at **$10.2 million** - The Company's 2019 Long-Term Incentive Compensation Plan authorizes the issuance of up to **2.3 million common shares** for various awards, with approximately **1.0 million shares** remaining available at December 31, 2020[390](index=390&type=chunk) - Total stock-based compensation expense recognized in 2020 was **$10.2 million**, with **$4.3 million** related to the Lansing Acquisition 2018 Inducement and Retention Award Plan[391](index=391&type=chunk) Non-Vested Restricted Stock Awards (RSAs) Activity (in thousands) | Metric | Shares (in thousands) | Weighted-Average Grant-Date Fair Value ($) | | :----------------------------------- | :-------------------- | :------------------------------------- | | Non-vested at January 1, 2020 | 707 | $34.99 | | Granted | 284 | $18.35 | | Vested | (413) | $32.68 | | Forfeited | (11) | $25.94 | | **Non-vested at December 31, 2020** | **567** | **$28.50** | - As of December 31, 2020, there was **$3.5 million** of unrecognized compensation cost related to non-vested RSAs, expected to be recognized over a weighted-average period of **1.3 years**[394](index=394&type=chunk) - The company also grants Earnings Per Share-Based Performance Share Units (EPS PSUs) and Total Shareholder Return-Based Performance Share Units (TSR PSUs), with unrecognized compensation costs of **$0.2 million** and **$1.8 million**, respectively, as of December 31, 2020[395](index=395&type=chunk)[397](index=397&type=chunk)[401](index=401&type=chunk) [16. Business Acquisitions](index=83&type=section&id=16.%20Business%20Acquisitions) In October 2019, The Andersons merged several ethanol LLCs into TAMH, leading to its consolidation, with purchase price allocation finalized in Q2 2020, recognizing goodwill for expected synergies - On October 1, 2019, The Andersons merged TAAE, TACE, TAME, and TADE into The Andersons Marathon Holdings LLC (TAMH), resulting in the consolidation of TAMH's results[405](index=405&type=chunk) - Total consideration transferred for the TAMH acquisition was **$182.9 million**, including non-cash consideration and equity values of previously held LLCs[405](index=405&type=chunk)[406](index=406&type=chunk) - Goodwill of **$3.1 million** was recognized, primarily attributable to expected synergies and the assembled workforce of TAMH, and is not deductible for income tax purposes[409](index=409&type=chunk) Pro Forma Financial Information (Unaudited) (in thousands) | Metric | Year ended 2020 | December 31, 2019 | | :---------- | :-------------- | :---------------- | | Net sales | $8,208,436 | $8,377,863 | | Net loss | $(14,215) | $(24,475) | [17. Goodwill and Other Intangible Assets](index=85&type=section&id=17.%20Goodwill%20and%20Other%20Intangible%20Assets) The company's goodwill balance increased in 2020, allocated across reporting units, with annual impairment tests showing no charges in three years, though Ethanol, GSM, and FSI units face future impairment risk Changes in Carrying Amount of Goodwill by Segment (in thousands) | Segment | January 1, 2018 | December 31, 2018 | December 31, 2019 | December 31, 2020 | | :------------- | :-------------- | :---------------- | :---------------- | :---------------- | | Trade | $1,171 | $1,171 | $127,781 | $122,067 | | Ethanol | — | — | $2,726 | $8,789 | | Rail | $4,167 | $4,167 | $4,167 | $4,167 | | Plant Nutrient | $686 | $686 | $686 | $686 | | **Total** | **$6,024** | **$6,024** | **$135,360** | **$135,709** | - Goodwill for the Trade segment is **$122.1 million** (net of **$46.4 million** accumulated impairment losses), and for the Plant Nutrient segment is **$0.7 million** (net of **$68.9 million** accumulated impairment losses) as of December 31, 2020[415](index=415&type=chunk) - Goodwill is tested annually as of October 1st using a one-step quantitative approach comparing business enterprise value (BEV) to carrying value. The BEV is computed using income and market approaches, with WACC ranging from **8.75% to 10.75%**[416](index=416&type=chunk) - No goodwill impairment charges were incurred in 2020, 2019, or 2018. However, the Ethanol, Grain Storage and Merchandising (GSM), and Food and Specialty Ingredients (FSI) reporting units are identified as having the greatest risk of future impairment[418](index=418&type=chunk)[419](index=419&type=chunk) Other Intangible Assets, Net (in thousands, as of Dec 31, 2020) | Intangible Asset Class | Useful Life (in years) | Original Cost | Accumulated Amortization | Net Book Value | | :--------------------- | :--------------------- | :------------ | :----------------------- | :------------- | | Customer list | 3 to 10 | $131,432 | $45,946 | $85,486 | | Non-compete agreements | 1 to 7 | $21,346 | $15,711 | $5,635 | | Supply agreement | 10 to 10 | $9,060 | $6,988 | $2,072 | | Technology | 10 to 10 | $13,400 | $7,538 | $5,862 | | Trademarks and patents | 7 to 10 | $15,810 | $10,764 | $5,046 | | Lease intangible | 1 to 8 | $8,195 | $5,368 | $2,827 | | Software | 2 to 10 | $89,038 | $53,626 | $35,412 | | Other | 3 to 5 | $1,009 | $409 | $600 | | **Total** | | **$289,290** | **$146,350** | **$142,940** | - Amortization expense for intangible assets was **$32.2 million** in 2020, with expected future annual amortization of **$30.8 million** in 2021[420](index=420&type=chunk) [18. Sale of Assets](index=87&type=section&id=18.%20Sale%20of%20Assets) In 2020, the company sold grain assets for a pre-tax gain, following several asset sales in 2019 and 2018, including agronomy assets, farm centers, and grain elevators - During 2020, the Company sold part of its grain assets in Geneva, New York, for **$11.6 million**, resulting in a pre-tax gain of **$1.4 million**[423](index=423&type=chunk) - In 2019, significant asset sales included agronomy assets of ANDE Canada (**$25.1 million**, **$5.7 million** pre-tax gain) and farm center assets in Bay City, Michigan (**$4.6 million**, **$2.9 million** pre-tax gain)[423](index=423&type=chunk) - In 2018, the Company sold grain elevators in Tennessee for **$19.5 million** and **$1.3 million**, a convertible preferred security investment for **$6.4 million** (**$3.9 million** pre-tax gain), and fifty barge vessels for **$26.9 million** (**$2.4 million** pre-tax gain)[424](index=424&type=chunk) [19. Subsequent Events](index=87&type=section&id=19.%20Subsequent%20Events) Subsequent to year-end, the company secured a new **$250 million short-term term note** in early 2021 for working capital needs - On January 21, 2021, and February 4, 2021, The Andersons, Inc. entered into a credit agreement for a **$250 million short-term term note** for working capital, due December 31, 2021, bearing variable interest rates based on LIBOR[425](index=425&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=83&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reported no changes or disagreements with accountants on accounting and financial disclosure matters - There are no changes in or disagreements with accountants on accounting and financial disclosure[427](index=427&type=chunk) [Item 9A. Controls and Procedures](index=83&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2020, with no material changes during the quarter - Management, including the Chief Executive Officer and Chief Financial Officer, concluded that the company's disclosure controls and procedures were effective as of December 31, 2020[428](index=428&type=chunk) - Management also concluded that the company's internal control over financial reporting was effective as of December 31, 2020, based on criteria established in the Internal Control—Integrated Framework (2013) issued by COSO[429](index=429&type=chunk) - There have been no changes in the company's internal controls over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, these controls[429](index=429&type=chunk) [Item 9B. Other Information](index=85&type=section&id=Item%209B.%20Other%20Information) The company reported no other information required by this item - No other information is reported under this item[437](index=437&type=chunk) PART III. [Item 10. Directors, Executive Officers and Corporate Governance](index=86&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2021 Proxy Statement - Information on Directors, Executive Officers, and Corporate Governance is incorporated by reference from the Company's 2021 Proxy Statement[438](index=438&type=chunk) [Item 11. Executive Compensation](index=86&type=section&id=Item%2011.%20Executive%20Compensation) Information on executive compensation is incorporated by reference from the Proxy Statement - Information on Executive Compensation is incorporated by reference from the Proxy Statement[439](index=439&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=86&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information on security ownership of beneficial owners, management, and related stockholder matters is incorporated by reference from the Proxy Statement - Information on Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters is incorporated by reference from the Proxy Statement[439](index=439&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=86&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on certain relationships, related transactions, and director independence is incorporated by reference from the Proxy Statement - Information on Certain Relationships and Related Transactions, and Director Independence is incorporated by reference from the Proxy Statement[439](index=439&type=chunk) [Item 14. Principal Accountant Fees and Services](index=86&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information on principal accountant fees and services is incorporated by reference from the Proxy Statement - Information on Principal Accountant Fees and Services is incorporated by reference from the Proxy Statement[439](index=439&type=chunk) PART IV. [Item 15. Exhibits and Financial Statement Schedules](index=87&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all documents filed as part of the 10-K report, including consolidated financial statements, schedules, and a comprehensive exhibit listing - The section includes the Consolidated Financial Statements (Item 8) and Financial Statement Schedule II - Valuation and Qualifying Accounts[442](index=442&type=chunk) - A comprehensive Exhibit Listing details various documents, including Articles of Incorporation, Code of Regulations, specimen share certificates, indentures, lease and marketing agreements, employee share purchase and long-term incentive plans, employment agreements, credit agreements, and certifications[443](index=443&type=chunk)[445](index=445&type=chunk)[447](index=447&type=chunk) [Item 16. Form 10-K Summary](index=90&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company states that a Form 10-K Summary is not applicable for this report - A Form 10-K Summary is not applicable[451](index=451&type=chunk) [Signatures](index=92&type=section&id=Signatures) The report is duly signed by the Chief Executive Officer, Chief Financial Officer, Corporate Controller, and Board of Directors, certifying its submission - The report is signed by Patrick E. Bowe (Chief Executive Officer), Brian A. Valentine (Chief Financial Officer), Michael T. Hoelter (Corporate Controller), and several Directors, confirming its submission[455](index=455&type=chunk)[457](index=457&type=chunk)

The Andersons, Inc. (NASDAQ:ANDE) Q4 2020 Earnings Conference Call February 17, 2021 11:00 AM ET Company Participants John Kraus - Director of IR Pat Bowe - President, CEO & Director Brian Valentine - Executive VP & CFO Conference Call Participants Ben Bienvenu - Stephens Inc Ken Zaslow - Bank of Montreal Eric Larson - Seaport Global Ben Klieve - National Securities Operator Ladies and gentlemen, thank you for standing by, and welcome to The Andersons 2020 Fourth Quarter Earnings Conference Call. [Operator ...

Table of Contents Securities registered pursuant to Section 12(b) of the Act: 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended 09/30/2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE ...

Financial Data and Key Metrics Changes - In Q3 2020, the company reported a net loss of $1.1 million or $0.03 per diluted share, compared to a net loss of $4.2 million or $0.15 per diluted share in Q3 2019, indicating an improvement [10] - Adjusted net loss was $2.4 million or $0.07 per diluted share in Q3 2020, compared to an adjusted net loss of $2.3 million or $0.07 per diluted share in Q3 2019 [10] - Revenues decreased to $1.9 billion in Q3 2020 from $2 billion in Q3 2019 [10] - Adjusted EBITDA increased by 21% to $46.2 million in Q3 2020 from $38.2 million in Q3 2019 [11] Business Segment Data and Key Metrics Changes - The Trade segment reported a pretax income of $5.9 million in Q3 2020, a significant improvement from a pretax loss of $2.1 million in Q3 2019 [13] - The Ethanol segment's pretax income was $1.1 million in Q3 2020, slightly up from the previous year, with EBITDA attributable to the company increasing to $11.1 million from $3.9 million [15] - The Plant Nutrient segment recorded a pretax loss of $5.4 million, an improvement from a loss of $7.4 million in Q3 2019, with EBITDA increasing to $2.2 million [16] - The Rail segment was essentially breakeven in Q3 2020, down from pretax earnings of $3.1 million in the same quarter last year [19] Market Data and Key Metrics Changes - The company noted improved grain production in the East, with strong merchandising opportunities due to increased market volatility and robust export demand, particularly from China [17] - Nearby grain futures prices have rallied, creating an inverse in corn and soybean markets, impacting storage income opportunities [18] Company Strategy and Development Direction - The company is focused on achieving a long-term EBITDA target of $300 million for 2021, with ongoing improvements in agricultural markets [22] - Strategic cost reductions are expected to yield over $25 million in permanent savings from 2019 to 2021 [9] - The company is evolving towards a leaner structure to enhance growth potential [9] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the agricultural recovery driven by strong demand, particularly from China, and improved farmer balance sheets due to government payments and higher commodity prices [45] - The outlook for the trading business is strong, with expectations for improved results in 2021 compared to 2020 [18] - The company anticipates challenges in the rail segment, expecting flat results in 2021 due to ongoing weak demand [20] Other Important Information - The company completed a sustainability review, which is available on its website [6] - Long-term debt decreased by approximately $100 million compared to the beginning of the year, with debt reduction remaining a priority [12] Q&A Session Summary Question: Discussion on $300 million EBITDA target for 2021 - Management is currently working on long-term strategy and budgets for 2021, with encouragement from recent improvements in agricultural markets [22] Question: Impact of restored crops in the Eastern corn belt - Management noted significant improvements in crop volumes and strong demand, leading to a much better outlook compared to the previous year [24] Question: Incremental cost savings from 2020 to 2021 - Management indicated an incremental savings of about $5 to $10 million is expected from cost containment and productivity improvements [26] Question: Carry opportunities in grain markets - Management highlighted the unusual market conditions with inverted carries across corn, soybeans, and wheat, impacting storage income opportunities [30] Question: Update on the ELEMENT plant and its ramp-up - The ELEMENT plant is running at full capacity, with expectations for California CARB approval impacting operations in the second half of 2021 [54]

Part I. Financial Information [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed consolidated financial statements and notes for periods ended June 30, 2020 and 2019, and December 31, 2019 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheets (in thousands) | Assets/Liabilities & Equity | June 30, 2020 | December 31, 2019 | June 30, 2019 | | :-------------------------- | :------------ | :---------------- | :------------ | | **Total Assets** | $3,303,989 | $3,900,741 | $3,571,859 | | Total Current Assets | $1,398,189 | $1,945,342 | $1,768,627 | | Total Liabilities | $2,171,906 | $2,705,086 | $2,551,220 | | Total Current Liabilities | $926,782 | $1,439,919 | $1,304,566 | | Total Equity | $1,132,083 | $1,195,655 | $1,020,639 | - Total assets decreased from **$3,900,741 thousand** at December 31, 2019, to **$3,303,989 thousand** at June 30, 2020, primarily driven by a significant reduction in inventories and commodity derivative assets[5](index=5&type=chunk) - Total liabilities decreased from **$2,705,086 thousand** at December 31, 2019, to **$2,171,906 thousand** at June 30, 2020, largely due to decreases in short-term debt, trade and other payables, and customer prepayments[8](index=8&type=chunk) [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Condensed Consolidated Statements of Operations (in thousands, except per share data) | Metric | Three months ended June 30, 2020 | Three months ended June 30, 2019 | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Sales and merchandising revenues | $1,890,180 | $2,325,041 | $3,743,286 | $4,301,833 | | Gross profit | $106,266 | $160,728 | $169,396 | $270,392 | | Income (loss) before income taxes | $7,832 | $40,408 | $(44,742) | $20,818 | | Net income (loss) | $20,032 | $29,411 | $(31,078) | $15,263 | | Net income (loss) attributable to The Andersons, Inc. | $30,439 | $29,888 | $(7,222) | $15,895 | - Sales and merchandising revenues decreased by **$434.8 million** for the three months ended June 30, 2020, compared to the same period in 2019, and by **$558.5 million** for the six months ended June 30, 2020, primarily due to reduced demand from the COVID-19 pandemic[10](index=10&type=chunk) - The company reported a net loss of **$31,078 thousand** for the six months ended June 30, 2020, a significant decline from a net income of **$15,263 thousand** in the prior year, largely influenced by the negative impact of COVID-19 on demand for gasoline, ethanol, and corn[10](index=10&type=chunk)[123](index=123&type=chunk) [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) Condensed Consolidated Statements of Comprehensive Income (Loss) (in thousands) | Metric | Three months ended June 30, 2020 | Three months ended June 30, 2019 | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :-------------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $20,032 | $29,411 | $(31,078) | $15,263 | | Other comprehensive income (loss) | $1,404 | $(8,715) | $(19,014) | $146 | | Comprehensive income (loss) | $21,436 | $20,696 | $(50,092) | $15,409 | | Comprehensive income (loss) attributable to The Andersons, Inc. | $31,843 | $21,173 | $(26,236) | $16,041 | - Other comprehensive income (loss) significantly improved for the three months ended June 30, 2020, reporting a gain of **$1,404 thousand** compared to a loss of **$8,715 thousand** in the prior year, driven by foreign currency translation adjustments[12](index=12&type=chunk) - For the six months ended June 30, 2020, the company reported a comprehensive loss of **$50,092 thousand**, a substantial decrease from a comprehensive income of **$15,409 thousand** in the prior year, primarily due to a large other comprehensive loss[12](index=12&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Condensed Consolidated Statements of Cash Flows (in thousands) | Activity | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :---------------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by (used in) operating activities | $145,511 | $(84,847) | | Net cash used in investing activities | $(66,002) | $(271,393) | | Net cash (used in) provided by financing activities | $(105,068) | $344,410 | | Decrease in cash, cash equivalents and restricted cash | $(24,884) | $(11,506) | | Cash, cash equivalents and restricted cash at end of period | $30,011 | $11,087 | - Operating activities generated **$145.5 million** in cash for the six months ended June 30, 2020, a significant improvement from using **$84.8 million** in the prior year, mainly due to changes in working capital[15](index=15&type=chunk)[172](index=172&type=chunk) - Investing activities used less cash, **$66.0 million**, in the first six months of 2020 compared to **$271.4 million** in 2019, primarily due to the absence of a large acquisition (LTG in prior year) and strategic capital spending reductions[15](index=15&type=chunk)[173](index=173&type=chunk) - Financing activities shifted from providing **$344.4 million** in cash in 2019 to using **$105.1 million** in 2020, largely due to decreased proceeds from new debt issuance (LTG acquisition in prior year) and a reduction in short-term borrowings[15](index=15&type=chunk)[174](index=174&type=chunk) [Condensed Consolidated Statements of Equity](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity) Condensed Consolidated Statements of Equity (in thousands) | Equity Component | June 30, 2020 | December 31, 2019 | June 30, 2019 | | :-------------------------------- | :------------ | :---------------- | :------------ | | Common shares | $138 | $137 | $137 | | Additional paid-in-capital | $343,730 | $345,359 | $331,186 | | Treasury shares, at cost | $(953) | $(7,342) | $(6,449) | | Accumulated other comprehensive loss | $(26,245) | $(7,231) | $(6,241) | | Retained earnings | $622,718 | $642,687 | $651,481 | | Total shareholders' equity of The Andersons, Inc. | $939,388 | $973,610 | $970,114 | | Noncontrolling interests | $192,695 | $222,045 | $50,525 | | Total equity | $1,132,083 | $1,195,655 | $1,020,639 | - Total equity decreased from **$1,195,655 thousand** at December 31, 2019, to **$1,132,083 thousand** at June 30, 2020, primarily due to a decrease in retained earnings and accumulated other comprehensive loss[8](index=8&type=chunk) - Noncontrolling interests increased significantly from **$50,525 thousand** at June 30, 2019, to **$192,695 thousand** at June 30, 2020, largely due to the TAMH merger in the fourth quarter of 2019[8](index=8&type=chunk)[107](index=107&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [1. Basis of Presentation and Consolidation](index=11&type=section&id=1.%20Basis%20of%20Presentation%20and%20Consolidation) - The financial statements include The Andersons, Inc. and its wholly-owned and controlled subsidiaries, majority-owned subsidiaries, and variable interest entities (VIEs) where the Company is the primary beneficiary. Noncontrolling interests represent the portion not owned by the Company[23](index=23&type=chunk) - Investments with significant influence but not control are accounted for using the equity method. Management believes all necessary adjustments for fair presentation have been made, but results are not indicative of the full fiscal year due to seasonality[24](index=24&type=chunk)[25](index=25&type=chunk) - The Company is assessing the impact of ASU 2019-12, 'Simplifying the Accounting for Income Taxes,' effective for fiscal years beginning after December 15, 2020, and does not plan to early adopt[27](index=27&type=chunk) [2. Inventories](index=12&type=section&id=2.%20Inventories) Major Classes of Inventories (in thousands) | Inventory Type | June 30, 2020 | December 31, 2019 | June 30, 2019 | | :------------------------------ | :------------ | :---------------- | :------------ | | Grain and other agricultural products | $452,339 | $907,482 | $603,318 | | Frac sand and propane | $6,498 | $15,438 | $9,287 | | Ethanol and co-products | $63,195 | $95,432 | $26,185 | | Plant nutrients and cob products | $87,346 | $146,164 | $109,156 | | Railcar repair parts | $6,945 | $6,020 | $5,695 | | **Total Inventories** | **$616,323** | **$1,170,536** | **$753,641** | - Total inventories decreased significantly from **$1,170,536 thousand** at December 31, 2019, to **$616,323 thousand** at June 30, 2020, primarily driven by a reduction in grain and other agricultural products[28](index=28&type=chunk) - For the six months ended June 30, 2020, the Company recorded a **$10.9 million** lower of cost or net realizable value charge due to lower ethanol market prices and decreased demand caused by the COVID-19 pandemic[29](index=29&type=chunk) [3. Property, Plant and Equipment](index=14&type=section&id=3.%20Property,%20Plant%20and%20Equipment) Property, Plant and Equipment, Net (in thousands) | Component | June 30, 2020 | December 31, 2019 | June 30, 2019 | | :------------------------------ | :------------ | :---------------- | :------------ | | Land | $40,188 | $40,442 | $39,241 | | Land improvements and leasehold improvements | $96,028 | $103,148 | $84,127 | | Buildings and storage facilities | $377,652 | $373,961 | $327,418 | | Machinery and equipment | $881,144 | $835,156 | $514,030 | | Construction in progress | $35,982 | $59,993 | $164,532 | | Less: accumulated depreciation | $524,977 | $474,282 | $433,521 | | **Property, plant and equipment, net** | **$906,017** | **$938,418** | **$695,827** | - Property, plant and equipment, net, decreased to **$906,017 thousand** at June 30, 2020, from **$938,418 thousand** at December 31, 2019, primarily due to a reduction in construction in progress[30](index=30&type=chunk) - Depreciation expense on property, plant and equipment for the six months ended June 30, 2020, was **$62.3 million**, a significant increase from **$32.7 million** in the same period of 2019[30](index=30&type=chunk) Rail Group Assets Leased to Others, Net (in thousands) | Component | June 30, 2020 | December 31, 2019 | June 30, 2019 | | :------------------------------ | :------------ | :---------------- | :------------ | | Rail Group assets leased to others | $742,107 | $723,004 | $688,320 | | Less: accumulated depreciation | $149,286 | $138,706 | $128,609 | | **Rail Group assets, net** | **$592,821** | **$584,298** | **$559,711** | [4. Debt](index=15&type=section&id=4.%20Debt) Short-term and Long-term Debt (in thousands) | Debt Type | June 30, 2020 | December 31, 2019 | June 30, 2019 | | :---------------------------------------- | :------------ | :---------------- | :------------ | | Total short-term debt | $96,071 | $147,031 | $426,125 | | Total current maturities of long-term debt | $68,477 | $62,899 | $66,678 | | Total long-term debt, less: current maturities | $975,973 | $1,016,248 | $1,007,012 | | **Total Debt** | **$1,140,521**| **$1,226,178** | **$1,599,815**| - Total short-term debt decreased significantly to **$96,071 thousand** at June 30, 2020, from **$426,125 thousand** at June 30, 2019, reflecting a substantial reduction in recourse short-term debt[34](index=34&type=chunk) - The Company had a total borrowing capacity of **$1,690.3 million** at June 30, 2020, with **$1,307.1 million** available for borrowing, and was in compliance with all financial covenants[34](index=34&type=chunk) [5. Derivatives](index=15&type=section&id=5.%20Derivatives) - The Company uses exchange-traded commodity futures and options contracts and over-the-counter forward and option contracts to reduce exposure to market price risk on commodities, primarily accounting for them at estimated fair value[35](index=35&type=chunk)[36](index=36&type=chunk) Net Pre-Tax Gains (Losses) on Commodity Derivatives (in thousands) | Period | 2020 (Three months) | 2019 (Three months) | 2020 (Six months) | 2019 (Six months) | | :-------------------------------------- | :------------------ | :------------------ | :---------------- | :---------------- | | Gains (losses) on commodity derivatives | $8,797 | $(13,364) | $39,757 | $57,291 | - The Company's interest rate derivatives strategy aims to stabilize interest expense and manage exposure to interest rate movements, primarily using interest rate swaps designated as cash flow hedges[50](index=50&type=chunk) Fair Value of Other Derivatives (in thousands) | Derivative Type | June 30, 2020 | December 31, 2019 | June 30, 2019 | | :-------------------------------------------- | :------------ | :---------------- | :------------ | | Interest rate contracts (not designated as hedges) | $(1,727) | $(1,007) | $(10,750) | | Foreign currency contracts (not designated as hedges) | $791 | $2,742 | $(22) | | Interest rate contracts (designated as hedges) | $(33,194) | $(12,500) | $(10,587) | [6. Revenue](index=20&type=section&id=6.%20Revenue) Revenues by Accounting Standard (in thousands) | Revenue Type | Three months ended June 30, 2020 | Three months ended June 30, 2019 | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues under ASC 606 | $459,105 | $494,266 | $806,607 | $809,438 | | Revenues under ASC 842 | $24,768 | $31,836 | $50,319 | $60,704 | | Revenues under ASC 815 | $1,406,307 | $1,798,939 | $2,886,360 | $3,431,691 | | **Total Revenues** | **$1,890,180** | **$2,325,041** | **$3,743,286** | **$4,301,833** | - The majority of the Company's revenues are generated from contracts outside the scope of ASC 606, primarily accounted for under ASC 815 (Derivatives and Hedging) for Trade and Ethanol sales, and ASC 842 (Leases) for Rail Group leasing revenue[56](index=56&type=chunk) - Contract liabilities decreased from **$28.5 million** at December 31, 2019, to **$9.7 million** at June 30, 2020, mainly due to the recognition of revenue from prepayments for primary and specialty nutrients during the spring planting season[64](index=64&type=chunk) [7. Income Taxes](index=23&type=section&id=7.%20Income%20Taxes) Income Tax (Benefit) Provision and Effective Tax Rate | Period | Income Tax (Benefit) Provision (in thousands) | Effective Income Tax Rate | | :-------------------------------------- | :-------------------------------------------- | :------------------------ | | Three months ended June 30, 2020 | $(12,200) | 155.8% | | Three months ended June 30, 2019 | $10,997 | 27.2% | | Six months ended June 30, 2020 | $(13,664) | 30.5% | | Six months ended June 30, 2019 | $5,555 | 26.7% | - The Company recorded an income tax benefit of **$12.2 million** for the three months ended June 30, 2020, at an effective rate of **155.8%**, a significant change from an expense of **$11.0 million** at **27.2%** in the prior year, primarily due to tax benefits from noncontrolling interests and CARES Act net operating loss carrybacks[67](index=67&type=chunk) - For the six months ended June 30, 2020, an income tax benefit of **$13.7 million** was recorded at an effective rate of **30.5%**, compared to an expense of **$5.6 million** at **26.7%** in the prior year, driven by tax benefits from current period losses and CARES Act provisions[68](index=68&type=chunk) - The CARES Act provided significant tax benefits, including allowing net operating losses from 2018-2020 to be carried back five years and increasing the base for interest deductibility, resulting in a **$10.3 million** financial statement benefit[70](index=70&type=chunk)[71](index=71&type=chunk) [8. Accumulated Other Comprehensive Income (Loss)](index=24&type=section&id=8.%20Accumulated%20Other%20Comprehensive%20Income%20(Loss)) Accumulated Other Comprehensive Income (Loss) Components (in thousands) | Component | June 30, 2020 | December 31, 2019 | June 30, 2019 | | :-------------------------------------- | :------------ | :---------------- | :------------ | | Cash Flow Hedges | $(24,966) | $(7,231) | $(9,700) | | Foreign Currency Translation Adjustment | $(2,325) | $1,065 | $(976) | | Investment in Convertible Preferred Securities | $258 | $258 | $258 | | Defined Benefit Plan Items | $788 | $889 | $4,177 | | **Total Accumulated Other Comprehensive Income (Loss)** | **$(26,245)** | **$(7,231)** | **$(6,241)** | - Accumulated other comprehensive loss increased significantly to **$(26,245) thousand** at June 30, 2020, from **$(7,231) thousand** at December 31, 2019, primarily driven by a substantial increase in cash flow hedge losses[72](index=72&type=chunk) - Net current-period other comprehensive loss for the six months ended June 30, 2020, was **$(19,014) thousand**, a sharp decline from a gain of **$146 thousand** in the prior year, mainly due to cash flow hedge activity[72](index=72&type=chunk)[73](index=73&type=chunk) [9. Earnings Per Share](index=26&type=section&id=9.%20Earnings%20Per%20Share) Earnings Per Share (in thousands, except per common share data) | Metric | Three months ended June 30, 2020 | Three months ended June 30, 2019 | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) attributable to The Andersons, Inc. | $30,439 | $29,888 | $(7,222) | $15,895 | | Weighted average shares outstanding – basic | 32,932 | 32,521 | 32,876 | 32,511 | | Earnings per common share – basic | $0.92 | $0.92 | $(0.22) | $0.49 | | Weighted average shares outstanding – diluted | 33,009 | 32,733 | 32,876 | 33,071 | | Earnings per common share – diluted | $0.92 | $0.91 | $(0.22) | $0.48 | - Basic and diluted EPS for the three months ended June 30, 2020, remained flat at **$0.92** compared to the prior year[78](index=78&type=chunk) - For the six months ended June 30, 2020, the Company reported a basic and diluted EPS loss of **$(0.22)**, a significant decline from EPS of **$0.49** and **$0.48** respectively in the prior year, due to a net loss attributable to The Andersons, Inc[78](index=78&type=chunk) [10. Fair Value Measurements](index=26&type=section&id=10.%20Fair%20Value%20Measurements) Fair Value Measurements (in thousands) | Assets (liabilities) | June 30, 2020 (Total) | December 31, 2019 (Total) | June 30, 2019 (Total) | | :-------------------------------- | :-------------------- | :------------------------ | :-------------------- | | Commodity derivatives, net | $45,916 | $61,365 | $165,822 | | Provisionally priced contracts | $(57,036) | $(186,651) | $(39,279) | | Convertible preferred securities | $8,654 | $8,404 | $8,404 | | Other assets and liabilities | $(30,820) | $(4,038) | $(5,466) | | **Total** | **$(33,286)** | **$(120,920)** | **$129,481** | - The fair value of commodity derivatives, net, decreased from **$61,365 thousand** at December 31, 2019, to **$45,916 thousand** at June 30, 2020[79](index=79&type=chunk) - Provisionally priced contracts liabilities significantly decreased from **$(186,651) thousand** at December 31, 2019, to **$(57,036) thousand** at June 30, 2020[79](index=79&type=chunk) - The fair value of long-term debt, including current maturities, was **$1,090,059 thousand** at June 30, 2020, with a fair value in excess of carrying value of **$37,963 thousand**[91](index=91&type=chunk) [11. Related Parties](index=30&type=section&id=11.%20Related%20Parties) - The Company engages in related party transactions, primarily with minority shareholders of its ethanol operations and equity method investments, on an arms-length basis[92](index=92&type=chunk) Related Party Transactions (in thousands) | Transaction Type | Three months ended June 30, 2020 | Three months ended June 30, 2019 | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Sales revenues | $29,659 | $57,854 | $84,353 | $119,022 | | Service fee revenues | — | $4,052 | — | $8,163 | | Purchases of product and capital assets | $6,419 | $176,442 | $21,996 | $345,671 | | Lease income | $151 | $1,645 | $298 | $3,309 | | Labor and benefits reimbursement | — | $3,602 | — | $7,460 | - Service fee revenues and labor and benefits reimbursements from related parties were eliminated in consolidation in 2020 due to the TAMH merger[92](index=92&type=chunk) [12. Segment Information](index=30&type=section&id=12.%20Segment%20Information) - The Company operates in four reportable business segments: Trade, Ethanol, Plant Nutrient, and Rail, with an 'Other' category for corporate costs[94](index=94&type=chunk) - In January 2020, the DDG business was moved from the Trade group to the Ethanol group as part of internal restructuring, with prior year results recast to reflect this change[94](index=94&type=chunk) Revenues from External Customers by Segment (in thousands) | Segment | Three months ended June 30, 2020 | Three months ended June 30, 2019 | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Trade | $1,351,168 | $1,700,581 | $2,729,209 | $3,238,267 | | Ethanol | $223,745 | $310,867 | $536,784 | $580,033 | | Plant Nutrient | $279,825 | $270,577 | $404,738 | $399,102 | | Rail | $35,442 | $43,016 | $72,555 | $84,431 | | **Total** | **$1,890,180** | **$2,325,041** | **$3,743,286** | **$4,301,833** | Income (Loss) Before Income Taxes, Net of Noncontrolling Interests by Segment (in thousands) | Segment | Three months ended June 30, 2020 | Three months ended June 30, 2019 | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Trade | $393 | $22,631 | $(9,591) | $4,729 | | Ethanol | $868 | $3,749 | $(23,108) | $6,760 | | Plant Nutrient | $19,407 | $15,903 | $18,215 | $11,974 | | Rail | $2,606 | $3,180 | $3,613 | $7,492 | | Other | $(5,035) | $(4,578) | $(10,015) | $(9,505) | | **Total** | **$18,239** | **$40,885** | **$(20,886)** | **$21,450** | [13. Commitments and Contingencies](index=31&type=section&id=13.%20Commitments%20and%20Contingencies) - The Company is involved in various legal proceedings in the ordinary course of business and establishes reserves for probable and estimable claims[101](index=101&type=chunk) - In the first quarter of 2019, a **$5.0 million** reserve was recorded for a non-regulatory litigation claim related to penalties and fines paid by a previously unconsolidated subsidiary for trading activity[103](index=103&type=chunk) - Management believes it is unlikely that the results of current legal proceedings will be material, and estimated losses for other reasonably possible claims are not material[101](index=101&type=chunk)[103](index=103&type=chunk) [14. Supplemental Cash Flow Information](index=33&type=section&id=14.%20Supplemental%20Cash%20Flow%20Information) Supplemental Cash Flow Information (in thousands) | Item | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Interest paid | $27,168 | $30,287 | | Dividends declared not yet paid | $5,764 | $5,530 | | Capital projects incurred but not yet paid | $4,070 | $15,317 | | Equity issued in conjunction with acquisition | — | $127,841 | | Removal of pre-existing equity method investment | — | $(159,459) | - Interest paid decreased to **$27.2 million** for the six months ended June 30, 2020, from **$30.3 million** in the prior year[104](index=104&type=chunk) - Capital projects incurred but not yet paid significantly decreased to **$4.1 million** in 2020 from **$15.3 million** in 2019[104](index=104&type=chunk) [15. Business Acquisition](index=34&type=section&id=15.%20Business%20Acquisition) - On October 1, 2019, The Andersons merged several ethanol entities into a new legal entity, The Andersons Marathon Holdings LLC (TAMH), with The Andersons owning **50.1%** and Marathon owning **49.9%**[107](index=107&type=chunk) - Total consideration transferred by the Company for the TAMH acquisition was **$182.9 million**, including non-cash consideration and equity values of previously mentioned LLCs[107](index=107&type=chunk)[108](index=108&type=chunk) - The acquisition resulted in **$3.1 million** of goodwill, primarily attributable to expected synergies and the assembled workforce of TAMH, which is not deductible for income tax purposes[110](index=110&type=chunk) Pro Forma Financial Information (Unaudited) (in thousands) | Metric | Three months ended June 30, 2020 | Three months ended June 30, 2019 | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net sales | $1,890,180 | $2,377,250 | $3,743,286 | $4,408,760 | | Net income (loss) | $20,032 | $24,975 | $(31,078) | $9,747 | [16. Goodwill](index=35&type=section&id=16.%20Goodwill) - In the first quarter of 2020, the Company reorganized its structure, moving the Distillers Dried Grains (DDG) business from the Trade to the Ethanol segment, resulting in goodwill reassignment[115](index=115&type=chunk) - An interim review of goodwill carrying value was performed for the Trade and Ethanol segments, both pre and post-reorganization, with no impairment indicated[115](index=115&type=chunk) Changes in Carrying Amount of Goodwill by Reportable Segment (in thousands) | Segment | Balance as of January 1, 2020 | Reorganization | Acquisitions | Balance as of June 30, 2020 | | :------------- | :---------------------------- | :------------- | :----------- | :-------------------------- | | Trade | $127,781 | $(5,714) | — | $122,067 | | Ethanol | $2,726 | $5,714 | $349 | $8,789 | | Plant Nutrient | $686 | — | — | $686 | | Rail | $4,167 | — | — | $4,167 | | **Total** | **$135,360** | **—** | **$349** | **$135,709** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion of financial condition and operations, covering COVID-19 impact, liquidity, and critical accounting policies [Executive Overview](index=36&type=section&id=Executive%20Overview) - The Company's operations are organized into four reportable business segments: Trade, Ethanol, Plant Nutrient, and Rail, with selling prices generally moving in relation to purchase prices for agricultural commodities[120](index=120&type=chunk)[121](index=121&type=chunk) - Management concluded that no goodwill impairment triggering event occurred as of June 30, 2020, despite shareholders' equity exceeding market capitalization, believing the share price does not accurately reflect its value given the long-term positive outlook in agriculture[122](index=122&type=chunk) [Recent Developments](index=36&type=section&id=Recent%20Developments) - The COVID-19 pandemic significantly impacted the global economy and the Company's Rail, Ethanol, and Trade Groups, leading to reduced demand for gasoline, ethanol, and corn[123](index=123&type=chunk) - The Company idled its ethanol plants for extended maintenance shutdowns but all resumed operations in the second quarter, operating at approximately **50% capacity**[123](index=123&type=chunk)[130](index=130&type=chunk) - As a critical infrastructure industry, The Andersons implemented measures like remote work, restricted travel, and enhanced hygiene to ensure service availability and employee safety, with no material effect on internal controls[124](index=124&type=chunk)[181](index=181&type=chunk) [Trade Group](index=37&type=section&id=Trade%20Group) - The Trade Group's second-quarter results were negatively impacted by the prior year harvest, COVID-related demand decreases in the Eastern Corn Belt, compressed margins, and lower originations[127](index=127&type=chunk) - Agricultural inventories on hand at June 30, 2020, were **74.4 million bushels**, down from **96.1 million bushels** at June 30, 2019[128](index=128&type=chunk) - The group anticipates improved profitability in late 2020 and into 2021 due to an expected large corn harvest[129](index=129&type=chunk) [Ethanol Group](index=37&type=section&id=Ethanol%20Group) - The Ethanol Group's second-quarter results were profitable as margins improved in May and were strong by quarter-end, with all five plants resuming operations at approximately **50% capacity**[130](index=130&type=chunk) Ethanol and Related Co-products Volumes (in thousands) | Product | Three months ended June 30, 2020 | Three months ended June 30, 2019 | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Ethanol (gallons shipped) | 119,528 | 130,297 | 266,873 | 261,325 | | E-85 (gallons shipped) | 4,396 | 13,959 | 13,489 | 22,892 | | Corn Oil (pounds shipped) | 20,968 | 4,821 | 50,262 | 9,754 | | DDG (tons shipped) | 334 | 405 | 964 | 804 | - Consolidated volumes for ethanol, DDG, and corn oil now include former unconsolidated LLCs merged into TAMH in Q4 2019[133](index=133&type=chunk) [Plant Nutrient Group](index=38&type=section&id=Plant%20Nutrient%20Group) - The Plant Nutrient Group's second-quarter results improved due to substantially increased volumes from a more normal planting season, despite lower Specialty Liquids volumes and negative impacts from COVID-19 on industrial liquids demand[134](index=134&type=chunk) Tons of Product Sold (in thousands) | Product Type | Three months ended June 30, 2020 | Three months ended June 30, 2019 | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Ag Supply Chain | 690 | 523 | 904 | 699 | | Specialty Liquids | 121 | 133 | 196 | 196 | | Engineered Granules | 151 | 153 | 273 | 273 | | **Total tons** | **962** | **809** | **1,373** | **1,168** | - The near-term outlook for the group is cautious due to low corn prices and COVID-related demand decreases in the industrial sector, which may offset cost reductions and new business opportunities[137](index=137&type=chunk) [Rail Group](index=38&type=section&id=Rail%20Group) - The Rail Group's results declined due to lower car sale income, fewer cars on lease, lower average lease rates, and decreased utilization, as railcar loadings continued to fall[137](index=137&type=chunk) - Average utilization rates decreased from **94.6%** in Q2 2019 to **88.3%** in Q2 2020, impacted by headwinds in the sand and ethanol markets[137](index=137&type=chunk) - The COVID-19 pandemic caused the idling of nearly one-third of the North American railcar fleet, leading to lower year-to-date railcar loadings and expected continued negative impacts on lease renewals, rates, and repair demand[138](index=138&type=chunk) [Other](index=38&type=section&id=Other) - The 'Other' category includes corporate income and expenses, costs for support functions, and unallocated expenses like a portion of the ERP project and consolidation adjustments[139](index=139&type=chunk) - This segment captured **$2.3 million** of severance costs related to internal restructuring for the period ended June 30, 2020[139](index=139&type=chunk) [Operating Results](index=39&type=section&id=Operating%20Results) Sales and Merchandising Revenues by Segment (in thousands) | Segment | Three months ended June 30, 2020 | Three months ended June 30, 2019 | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Trade | $1,351,168 | $1,700,581 | $2,729,209 | $3,238,267 | | Ethanol | $223,745 | $310,867 | $536,784 | $580,033 | | Plant Nutrient | $279,825 | $270,577 | $404,738 | $399,102 | | Rail | $35,442 | $43,016 | $72,555 | $84,431 | | **Total** | **$1,890,180** | **$2,325,041** | **$3,743,286** | **$4,301,833** | Gross Profit by Segment (in thousands) | Segment | Three months ended June 30, 2020 | Three months ended June 30, 2019 | Six months ended June 30, 2020 | Six months ended June 30, 2019 | | :------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Trade | $59,382 | $100,666 | $121,848 | $168,063 | | Ethanol | $(2,599) | $6,492 | $(31,998) | $11,892 | | Plant Nutrient | $38,765 | $38,798 | $59,129 | $59,732 | | Rail | $10,718 | $14,772 | $20,417 | $30,705 | | **Total** | **$106,266** | **$160,728** | **$169,396** | **$270,392** | - Trade Group operating results declined by **$22.2 million** for the three months and **$14.3 million** for the six months ended June 30, 2020, primarily due to reduced corn basis appreciation and headwinds in sand operations from decreased oil demand[142](index=142&type=chunk)[156](index=156&type=chunk) - Ethanol Group operating results declined by **$2.9 million** for the three months and **$29.9 million** for the six months ended June 30, 2020, due to decreased driving demand from COVID-19, leading to an oversupply of ethanol and negative margins[147](index=147&type=chunk)[161](index=161&type=chunk) - Plant Nutrient Group operating results increased by **$3.5 million** for the three months and **$6.2 million** for the six months ended June 30, 2020, driven by increased volumes from a more normal planting season, despite flat gross profit due to lower margins[150](index=150&type=chunk)[164](index=164&type=chunk) - Rail Group operating results declined by **$0.6 million** for the three months and **$3.9 million** for the six months ended June 30, 2020, primarily due to decreases in leasing, car sale, and repair revenues, coupled with lower utilization rates[152](index=152&type=chunk)[166](index=166&type=chunk) - Income tax benefit for the three months ended June 30, 2020, was **$12.2 million** (**155.8%** effective rate), compared to an expense of **$11.0 million** (**27.2%** effective rate) in 2019, largely due to non-deductible losses from noncontrolling interests in Ethanol and NOL carryback tax savings from the CARES Act[154](index=154&type=chunk)[155](index=155&type=chunk) [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) Working Capital Components (in thousands) | Component | June 30, 2020 | June 30, 2019 | Variance | | :------------------------ | :------------ | :------------ | :------- | | Total Current Assets | $1,398,189 | $1,768,627 | $(370,438) | | Total Current Liabilities | $926,782 | $1,304,566 | $(377,784) | | **Working Capital** | **$471,407** | **$464,061** | **$7,346** | - Working capital increased by **$7.3 million** to **$471.4 million** at June 30, 2020, compared to **$464.1 million** at June 30, 2019, driven by a larger decrease in current liabilities than current assets[170](index=170&type=chunk) - Operating activities provided **$145.5 million** in cash for the first six months of 2020, a significant improvement from using **$84.8 million** in 2019, primarily due to changes in working capital[171](index=171&type=chunk)[172](index=172&type=chunk) - Investing activities used **$66.0 million** in cash in 2020, down from **$271.4 million** in 2019, due to the absence of a large acquisition and strategic capital spending reductions[171](index=171&type=chunk)[173](index=173&type=chunk) - Financing activities used **$105.1 million** in cash in 2020, a decrease from providing **$344.4 million** in 2019, mainly due to lower new debt proceeds and reduced short-term borrowings[171](index=171&type=chunk)[174](index=174&type=chunk) - The Company expects to spend approximately **$14.1 million** on railcar purchases and modifications, and **$100.0 million** on property, plant, and equipment in its base business for 2020[173](index=173&type=chunk) - The Company believes its sources of liquidity are adequate to fund operations, capital expenditures, and service indebtedness, despite negative impacts from the COVID-19 pandemic on operating cash flows[178](index=178&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) No material changes in market risk, including commodity and interest rate risk, were identified during the six months ended June 30, 2020 - No material changes in market risk, including commodity and interest rate risk, were identified during the six months ended June 30, 2020[179](index=179&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Confirms effective disclosure controls and procedures, with no material changes in internal control over financial reporting despite COVID-19 remote work - The Company's disclosure controls and procedures were effective as of June 30, 2020, providing reasonable assurance that required information is recorded, processed, summarized, and reported timely[180](index=180&type=chunk) - No material changes in internal control over financial reporting occurred during the second quarter of 2020, even with the majority of the workforce shifting to remote work due to the COVID-19 pandemic[181](index=181&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) Company faces ordinary legal proceedings; no material loss expected beyond accruals, and Q2 2020 settlements had no material impact - The Company is involved in legal proceedings, but management believes it's unlikely to incur a material loss greater than recorded accruals for asserted claims[183](index=183&type=chunk) - Legal matters settled during the second quarter of 2020 did not individually or in aggregate have a material impact on the Company's financial condition or operating results[184](index=184&type=chunk) [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) Risk factors unchanged from 2019 Form 10-K, except for significant and unpredictable negative impacts of the COVID-19 pandemic - No material changes to risk factors since the 2019 Form 10-K, except for the COVID-19 pandemic[185](index=185&type=chunk) - The COVID-19 pandemic's impacts on the Company's business and operating results are unpredictable, potentially affecting demand, commodity prices, freight transport, facility operations, and employee duties[186](index=186&type=chunk) - The Company continues to monitor the situation and may alter business operations as required by authorities or deemed in the best interest of stakeholders, with uncertain potential effects on future results[187](index=187&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details common stock repurchases during Q2 2020, primarily shares acquired from employees for tax withholding, not part of publicly announced plans Common Shares Purchased (Three months ended June 30, 2020) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :-------- | :------------------------------- | :--------------------------- | | April 2020 | 25,903 | $18.74 | | May 2020 | 697 | $12.05 | | June 2020 | 2,093 | $13.71 | | **Total** | **28,693** | **$18.21** | - Shares were acquired from employees to satisfy tax withholding obligations, not as part of publicly announced buyback programs[190](index=190&type=chunk) [Item 4. Mine Safety Disclosure](index=48&type=section&id=Item%204.%20Mine%20Safety%20Disclosure) Affirms commitment to occupational health and safety, aiming for zero injuries; required mine safety results are in Exhibit 95.1 of Form 10-Q - The Company is committed to achieving zero injuries and incidents through proactive safety measures, standards, and employee training[191](index=191&type=chunk) - Mine safety results, as required by the Dodd-Frank Act, are included in Exhibit 95.1 of this Quarterly Report on Form 10-Q[192](index=192&type=chunk) [Item 6. Exhibits](index=49&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with Form 10-Q, including loan/credit agreement amendments, CEO/CFO certifications, mine safety disclosure, and XBRL documents - Key exhibits include First and Second Amendments to Loan/Credit Agreements, CEO/CFO Certifications (Rule 13(a)-14(a)/15d-14(a) and 18 U.S.C. Section 1350), Mine Safety Disclosure, and Inline XBRL Document Sets[194](index=194&type=chunk)

The Andersons, Inc. (NASDAQ:ANDE) Q2 2020 Earnings Conference Call August 5, 2020 11:00 AM ET Company Participants John Kraus – Director of Investor Relations Pat Bowe – President and Chief Executive Officer Brian Valentine – Executive Vice President and Chief Financial Officer Conference Call Participants Ken Zaslow – Bank of Montreal Ben Bienvenu – Stephens Eric Larson – Seaport Global Operator Ladies and gentlemen, thank you for standing by, and welcome to The Andersons' 2020 Second Quarter Earnings Conf ...

Table of Contents 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition peri ...

The Andersons, Inc. (NASDAQ:ANDE) Q1 2020 Earnings Conference Call May 7, 2020 11:00 AM ET Company Participants John Kraus - Director, IR Patrick E. Bowe - President and CEO Brian A. Valentine - SVP and CFO Conference Call Participants Kenneth Zaslow - BMO Capital Markets Ben Bienvenu - Stephens, Inc Operator Good morning, ladies and gentlemen and welcome to the 2020 First Quarter Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-20557 THE ANDERSONS, INC. (Exact name of the registrant as specified in its charter) 1947 Briarfield Boulevard Maumee Ohio43537 (Address of p ...