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Table of Contents
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 03/31/2024
☐ 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
 
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THE ANDERSONS, INC.
(Exact name of the registrant as specified in its charter)
 
Ohio 34-1562374
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1947 Briarfield Boulevard
Maumee Ohio 43537
(Address of principal executive offices) (Zip Code)

(419) 893-5050
(Telephone Number)
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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. 
Large accelerated filer ý Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)  Yes ☐    No  ý

The registrant had 34,049,783 common shares outstanding at April 26, 2024.

Table of Contents
THE ANDERSONS, INC.
INDEX
 
  Page No.
PART I. FINANCIAL INFORMATION
PART II. OTHER INFORMATION


Table of Contents

Part I. Financial Information
Item 1. Financial Statements

The Andersons, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share data)
 
  Three months ended March 31,
  2024 2023
Sales and merchandising revenues $ 2,718,217  $ 3,881,238 
Cost of sales and merchandising revenues 2,589,897  3,733,227 
Gross profit 128,320  148,011 
Operating, administrative and general expenses 119,358  117,235 
Asset impairment —  87,156 
Interest expense, net 6,522  16,625 
Other income, net 11,528  8,004 
Income (loss) before income taxes 13,968  (65,001)
Income tax provision (benefit) 1,303  (5,884)
Net income (loss) 12,665  (59,117)
Net income (loss) attributable to noncontrolling interests 7,084  (44,367)
Net income (loss) attributable to The Andersons, Inc. $ 5,581  $ (14,750)
Average number of shares outstanding - basic 33,932  33,622 
Average number of share outstanding - diluted 34,243  33,622 
Earnings (loss) per share attributable to The Andersons, Inc. common shareholders:
Basic earnings (loss) per share attributable to The Andersons, Inc. common shareholders $ 0.16  $ (0.44)
Diluted earnings (loss) per share attributable to The Andersons, Inc. common shareholders $ 0.16  $ (0.44)
See Notes to Condensed Consolidated Financial Statements

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The Andersons, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(In thousands)
 
  Three months ended March 31,
  2024 2023
Net income (loss) $ 12,665  $ (59,117)
Other comprehensive income (loss), net of tax:
Change in unrecognized actuarial loss and prior service cost (175) (188)
Foreign currency translation adjustments (2,918) 767 
Cash flow hedge activity 3,639  (4,796)
Other comprehensive income (loss) 546  (4,217)
Comprehensive income (loss) 13,211  (63,334)
Comprehensive income (loss) attributable to the noncontrolling interests 7,084  (44,367)
Comprehensive income (loss) attributable to The Andersons, Inc. $ 6,127  $ (18,967)
See Notes to Condensed Consolidated Financial Statements

The Andersons, Inc. | Q1 2024 Form 10-Q | 2
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The Andersons, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
 (In thousands)
 March 31,
2024		 December 31,
2023		 March 31,
2023
Assets
Current assets:
Cash and cash equivalents $ 283,902  $ 643,854  $ 70,853 
Accounts receivable, net 701,706  762,549  1,125,071 
Inventories 994,543  1,166,700  1,551,101 
Commodity derivative assets – current 178,623  178,083  222,036 
Other current assets 55,134  55,777  81,407 
Total current assets 2,213,908  2,806,963  3,050,468 
Other assets:
Goodwill 127,856  127,856  129,342 
Other intangible assets, net 80,527  85,579  95,134 
Right of use assets, net 52,541  54,234  59,209 
Other assets, net 97,128  87,010  89,174 
Total other assets 358,052  354,679  372,859 
Property, plant and equipment, net 689,113  693,365  678,717 
Total assets $ 3,261,073  $ 3,855,007  $ 4,102,044 
Liabilities and equity
Current liabilities:
Short-term debt $ 10,148  $ 43,106  $ 638,210 
Trade and other payables 625,836  1,055,473  768,872 
Customer prepayments and deferred revenue 174,651  187,054  309,546 
Commodity derivative liabilities – current 67,079  90,849  107,983 
Current maturities of long-term debt 27,617  27,561  85,567 
Accrued expenses and other current liabilities 177,953  232,288  202,133 
Total current liabilities 1,083,284  1,636,331  2,112,311 
Long-term lease liabilities 31,223  31,659  35,727 
Long-term debt, less current maturities 556,174  562,960  486,892 
Deferred income taxes 59,149  58,581  54,391 
Other long-term liabilities 55,593  49,089  66,311 
Total liabilities 1,785,423  2,338,620  2,755,632 
Commitments and contingencies (Note 12)
Shareholders’ equity:
Common shares, without par value (63,000 shares authorized and 34,064 shares issued for all periods presented)
 142  142  142 
Preferred shares, without par value (1,000 shares authorized; none issued)
 —  —  — 
Additional paid-in-capital 375,155  387,210  377,768 
Treasury shares, at cost (14, 270 and 289 shares at 3/31/2024, 12/31/2023 and 3/31/2023, respectively)
 (631) (10,261) (11,006)
Accumulated other comprehensive income 23,411  22,865  16,267 
Retained earnings 881,911  882,943  786,420 
Total shareholders’ equity of The Andersons, Inc. 1,279,988  1,282,899  1,169,591 
Noncontrolling interests 195,662  233,488  176,821 
Total equity 1,475,650  1,516,387  1,346,412 
Total liabilities and equity $ 3,261,073  $ 3,855,007  $ 4,102,044 
See Notes to Condensed Consolidated Financial Statements
The Andersons, Inc. | Q1 2024 Form 10-Q | 3
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The Andersons, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
  Three months ended March 31,
  2024 2023
Operating Activities
Net income (loss) $ 12,665  $ (59,117)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Depreciation and amortization 30,949  32,220 
Asset impairment —  87,156 
Other 4,795  (2,230)
Changes in operating assets and liabilities:
Accounts receivable 57,725  125,113 
Inventories 169,083  178,010 
Commodity derivatives (28,498) 83,148 
Other current and non-current assets 1,923  (17,543)
Payables and other current and non-current liabilities (488,269) (760,292)
Net cash used in operating activities (239,627) (333,535)
Investing Activities
Purchases of property, plant and equipment and capitalized software (26,775) (25,470)
Proceeds from sale of Rail assets —  2,871 
Other 4,723  2,792 
Net cash used in investing activities (22,052) (19,807)
Financing Activities
Net (payments) receipts under short-term lines of credit (31,913) 363,619 
Payments of long-term debt (6,870) (30,251)
Distributions to noncontrolling interest owner (44,910) (9,980)
Dividends paid (6,516) (6,279)
Value of shares withheld for taxes (8,071) (6,616)
Other —  (1,676)
Net cash (used in) provided by financing activities (98,280) 308,817 
Effect of exchange rates on cash and cash equivalents 7  109 
Decrease in cash and cash equivalents (359,952) (44,416)
Cash and cash equivalents at beginning of period 643,854  115,269 
Cash and cash equivalents at end of period $ 283,902  $ 70,853 
See Notes to Condensed Consolidated Financial Statements
The Andersons, Inc. | Q1 2024 Form 10-Q | 4
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The Andersons, Inc.
Condensed Consolidated Statements of Equity (Unaudited)
(In thousands, except per share data)
Three Months Ended
  Common
Shares		 Additional
Paid-in
Capital		 Treasury
Shares		 Accumulated
Other
Comprehensive Income		 Retained
Earnings		 Noncontrolling
Interests		 Total
Balance at December 31, 2022
 $ 142  $ 385,248  $ (15,043) $ 20,484  $ 807,770  $ 231,168  $ 1,429,769 
Net loss (14,750) (44,367) (59,117)
Other comprehensive loss (1,884) (1,884)
Amounts reclassified from accumulated other comprehensive income (2,333) (2,333)
Distributions to noncontrolling interests (9,980) (9,980)
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $0 (201 shares)
 (8,087) 5,543  (2,544)
Purchase of treasury shares (49 shares)
 (1,671) (1,671)
Dividends declared ($0.185 per common share)
 (6,240) (6,240)
Restricted share award dividend equivalents 607  165  (360) 412 
Balance at March 31, 2023
 $ 142  $ 377,768  $ (11,006) $ 16,267  $ 786,420  $ 176,821  $ 1,346,412 
Balance at December 31, 2023
 $ 142  $ 387,210  $ (10,261) $ 22,865  $ 882,943  $ 233,488  $ 1,516,387 
Net income 5,581  7,084  12,665 
Other comprehensive income 4,727  4,727 
Amounts reclassified from accumulated other comprehensive income (4,181) (4,181)
Distributions to noncontrolling interests (44,910) (44,910)
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $0 (256 shares)
 (12,749) 9,569  (3,180)
Dividends declared ($0.190 per common share)
 (6,470) (6,470)
Restricted share award dividend equivalents 694  61  (143) 612 
Balance at March 31, 2024
 $ 142  $ 375,155  $ (631) $ 23,411  $ 881,911  $ 195,662  $ 1,475,650 
See Notes to Condensed Consolidated Financial Statements

The Andersons, Inc. | Q1 2024 Form 10-Q | 5
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The Andersons, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)


1. Basis of Presentation and Recently Issued Accounting Standards

These Condensed Consolidated Financial Statements include the accounts of The Andersons, Inc. and its wholly owned and controlled subsidiaries (the “Company”). Controlled subsidiaries include majority-owned subsidiaries and variable interest entities (“VIEs”) of which the Company is the primary beneficiary. ELEMENT, LLC ("ELEMENT"), formerly a joint venture ethanol plant within the Renewables segment, was deconsolidated from the Company's Condensed Consolidated Financial Statements in the second quarter of 2023. The Andersons Marathon Holdings LLC ("TAMH") is the Company’s only remaining VIE. The portion of these entities that is not owned by the Company is presented as noncontrolling interests. All intercompany accounts and transactions are eliminated in consolidation.
Investments in unconsolidated entities in which the Company has significant influence, but not control, are accounted for using the equity method of accounting.

In the opinion of management, all adjustments consisting of normal and recurring items considered necessary for the fair presentation of the results of operations, financial position, and cash flows for the periods indicated have been made. The results in these Condensed Consolidated Financial Statements are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024. An unaudited Condensed Consolidated Balance Sheet as of March 31, 2023 has been included as the Company operates in several seasonal industries.
The Condensed Consolidated Balance Sheet data at December 31, 2023 was derived from the audited Consolidated Financial Statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in The Andersons, Inc. Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”).
Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning with the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. We do not expect the adoption of this guidance to have a material impact on the Consolidated Financial Statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning with the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. We do not expect the adoption of this guidance to have a material impact on the Consolidated Financial Statements.



The Andersons, Inc. | Q1 2024 Form 10-Q | 6
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2. Inventories

Major classes of inventories are presented below. Readily Marketable Inventories ("RMI") are agricultural commodity inventories such as corn, soybeans, wheat, and ethanol co-products, among others, carried at net realizable value which approximates fair value based on their commodity characteristics, widely available market information, and pricing mechanisms. The net realizable value of RMI is calculated as the fair value (spot price of the commodity in an exchange), less cost of disposal and transportation based on the local market. All other inventories are held at lower of cost or net realizable value.
(in thousands) March 31,
2024		 December 31,
2023		 March 31,
2023
Grain and other agricultural products (a) $ 669,373  $ 886,725  $ 1,112,155 
Energy inventories (a) 14,454  21,705  17,641 
Ethanol and co-products (a) 104,878  104,349  147,275 
Plant nutrients and cob products 205,838  153,921  274,030 
Total inventories $ 994,543  $ 1,166,700  $ 1,551,101 
(a) Includes RMI of $635.5 million, $862.5 million, and $1,085.7 million at March 31, 2024, December 31, 2023, and March 31, 2023, respectively.


3. Property, Plant and Equipment

The components of Property, plant and equipment, net are as follows:
(in thousands) March 31,
2024		 December 31,
2023		 March 31,
2023
Land $ 30,626  $ 30,912  $ 38,000 
Land improvements and leasehold improvements 82,541  82,438  91,503 
Buildings and storage facilities 366,790  365,744  362,451 
Machinery and equipment 959,920  951,544  917,269 
Construction in progress 45,327  36,541  48,158 
1,485,204  1,467,179  1,457,381 
Less: accumulated depreciation 796,091  773,814  778,664 
Property, plant and equipment, net $ 689,113  $ 693,365  $ 678,717 

Depreciation expense on property, plant, and equipment was $24.7 million and $26.2 million for three months ended March 31, 2024, and 2023, respectively.

In the first quarter of 2023, the Company recorded a $87.2 million impairment charge related to ELEMENT. The plant faced operational and market-based challenges which were exacerbated by a shift in the California Low Carbon Fuel Standard credit markets and high western corn basis. At the time of the impairment, the Company owned 51% of ELEMENT and it was a consolidated entity, as such, 49% of the impairment charge was represented in Net income (loss) attributable to noncontrolling interests in the Company's Condensed Consolidated Statements of Operations.



The Andersons, Inc. | Q1 2024 Form 10-Q | 7
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4. Debt

The total borrowing capacity of the Company's lines of credit at March 31, 2024, was $1,859.1 million, of which, the Company had a total of $1,845.6 million available for borrowing. The Company's borrowing capacity is reduced by a combination of outstanding borrowings and letters of credit.

As of March 31, 2024, December 31, 2023 and March 31, 2023, the estimated fair value of long-term debt, including the current portion, was $575.2 million, $585.1 million and $569.0 million, respectively. The Company estimates the fair value of its long-term debt based upon the Company’s credit standing and current interest rates offered to the Company on similar bonds and rates currently available to the Company for long-term borrowings with similar terms and remaining maturities.

As part of the Company's ongoing covenant monitoring process in the prior year, the Company determined that ELEMENT was out of compliance with its working capital and owner's equity ratio covenants as of March 31, 2023. In addition, ELEMENT did not make its required February 2023 debt payment and subsequently received a default notice from the lender on February 17, 2023. As such, the $62.8 million of non-recourse debt associated with ELEMENT was classified in Current maturities of long-term debt as of March 31, 2023. On April 18, 2023, ELEMENT was placed into receivership and the related debt associated with ELEMENT was deconsolidated from the Company's Condensed Consolidated Financial Statements.

The Company is in compliance with all financial covenants as of March 31, 2024.


5. Derivatives

The Company’s operating results are affected by changes to commodity prices. The Trade and Renewables businesses have established “unhedged” futures position limits (the amount of a commodity, either owned or contracted for, that does not have an offsetting derivative contract). To reduce the exposure to market price risk on commodities owned and forward purchase and sale contracts, the Company enters into exchange traded commodity futures and options contracts and over-the-counter forward and option contracts with various counterparties. These contracts are primarily traded via regulated commodity exchanges. The Company’s forward purchase and sales contracts are for physical delivery of the commodity in a future period. Contracts to purchase commodities from producers generally relate to the current or future crop years for delivery periods quoted by regulated commodity exchanges. Most contracts for the sale of commodities to processors or other commercial consumers generally do not extend beyond one year.

Most of these contracts meet the definition of derivatives. While the Company considers its commodity contracts to be effective economic hedges, the Company does not designate or account for its commodity contracts as hedges as defined under current accounting standards. The Company primarily accounts for its commodity derivatives at estimated fair value. The estimated fair value of the commodity derivative contracts that require the receipt or posting of cash collateral is recorded on a net basis (offset against cash collateral posted or received, also known as margin deposits) within commodity derivative assets or liabilities. Management determines fair value based on exchange-quoted prices and in the case of its forward purchase and sale contracts, estimated fair value is adjusted for differences in local markets and non-performance risk. For contracts for which physical delivery occurs, balance sheet classification is based on estimated delivery date. For futures, options and over-the-counter contracts in which physical delivery is not expected to occur but, rather, the contract is expected to be net settled, the Company classifies these contracts as current or noncurrent assets or liabilities, as appropriate, based on the Company’s expectations as to when such contracts will be settled.

Realized and unrealized gains and losses in the value of commodity contracts (whether due to changes in commodity prices, changes in performance or credit risk, or due to sale, maturity or extinguishment of the commodity contract) and commodity inventories are included in cost of sales and merchandising revenues.

Generally accepted accounting principles permit a party to a master netting arrangement to offset fair value amounts recognized for derivative instruments against the right to reclaim cash collateral or obligation to return cash collateral under the same master netting arrangement. The Company has master netting arrangements for its exchange traded futures and options contracts and certain over-the-counter contracts. When the Company enters into a future, option or an over-the-counter contract, an initial margin deposit may be required by the counterparty. The amount of the margin deposit varies by commodity. If the market price of a future, option or an over-the-counter contract moves in a direction that is adverse to the Company’s position, an additional margin deposit, called a maintenance margin, is required. The margin deposit assets and liabilities are included in short-term commodity derivative assets or liabilities, as appropriate, in the Condensed Consolidated Balance Sheets.

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The following table presents a summary of the estimated fair value of the Company’s commodity derivative instruments that require cash collateral and the associated cash posted/received as collateral. The net asset or liability positions of these derivatives (net of their cash collateral) are determined on a counterparty-by-counterparty basis and are included within Condensed Consolidated Balance Sheets in Commodity derivative assets (liabilities) - current or if long-term in nature, Other assets, net or Other long-term liabilities:

(in thousands) March 31, 2024 December 31, 2023 March 31, 2023
Cash collateral paid $ 33,199  $ 24,439  $ 9,075 
Fair value of derivatives 15,551  24,237  23,040 
Net derivative asset position $ 48,750  $ 48,676  $ 32,115 



The following table presents, on a gross basis, current and non-current commodity derivative assets and liabilities:
March 31, 2024
(in thousands) Commodity Derivative Assets - Current Commodity Derivative Assets - Noncurrent Commodity Derivative Liabilities - Current Commodity Derivative Liabilities - Noncurrent Total
Commodity derivative assets $ 200,835  $ 9,764  $ 9,879  $ 107  $ 220,585 
Commodity derivative liabilities (53,722) (165) (78,647) (4,901) (137,435)
Cash collateral paid 31,510  —  1,689  —  33,199 
Balance sheet line item totals $ 178,623  $ 9,599  $ (67,079) $ (4,794) $ 116,349 

December 31, 2023
(in thousands) Commodity Derivative Assets - Current Commodity Derivative Assets - Noncurrent Commodity Derivative Liabilities - Current Commodity Derivative Liabilities - Noncurrent Total
Commodity derivative assets $ 201,542  $ 1,496  $ 7,868  $ 13  $ 210,919 
Commodity derivative liabilities (47,898) (64) (98,717) (431) (147,110)
Cash collateral paid 24,439  —  —  —  24,439 
Balance sheet line item totals $ 178,083  $ 1,432  $ (90,849) $ (418) $ 88,248 

March 31, 2023
(in thousands) Commodity Derivative Assets - Current Commodity Derivative Assets - Noncurrent Commodity Derivative Liabilities - Current Commodity Derivative Liabilities - Noncurrent Total
Commodity derivative assets $ 284,879  $ 4,175  $ 13,431  $ 74  $ 302,559 
Commodity derivative liabilities (71,918) (1,024) (121,414) (2,384) (196,740)
Cash collateral paid 9,075  —  —  —  9,075 
Balance sheet line item totals $ 222,036  $ 3,151  $ (107,983) $ (2,310) $ 114,894 

The net pretax gains and losses on commodity derivatives not designated as hedging instruments included in the Company’s Condensed Consolidated Statements of Operations and the line items in which they are located are as follows:

  Three months ended March 31,
(in thousands) 2024 2023
Gains (losses) on commodity derivatives included in Cost of sales and merchandising revenues $ 19,342  $ (27,568)



The Andersons, Inc. | Q1 2024 Form 10-Q | 9
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The Company's volumes of commodity derivative contracts outstanding (on a gross basis) are as follows:
March 31, 2024
(in thousands) Number of Bushels Number of Gallons Number of Tons
Non-exchange traded:
Corn 553,569  —  — 
Soybeans 28,902  —  — 
Wheat 90,195  —  — 
Oats 32,437  —  — 
Ethanol —  198,453  — 
Dried distillers grain —  —  703 
Soybean meal —  —  450 
Other 6,742  37,193  2,279 
Subtotal 711,845  235,646  3,432 
Exchange traded:
Corn 174,300  —  — 
Soybeans 36,115  —  — 
Wheat 106,551  —  — 
Oats 300  —  — 
Ethanol —  58,944  — 
Propane —  104,580  — 
Other —  1,302  505 
Subtotal 317,266  164,826  505 
Total 1,029,111  400,472  3,937 
December 31, 2023
(in thousands) Number of Bushels Number of Gallons Number of Tons
Non-exchange traded:
Corn 519,825  —  — 
Soybeans 41,848  —  — 
Wheat 66,953  —  — 
Oats 15,355  —  — 
Ethanol —  206,986  — 
Dried distillers grain —  —  740 
Soybean meal —  —  546 
Other 6,847  37,153  1,882 
Subtotal 650,828  244,139  3,168 
Exchange traded:
Corn 160,795  —  — 
Soybeans 34,250  —  — 
Wheat 64,778  —  — 
Oats 375  —  — 
Ethanol —  97,272  — 
Propane —  74,550  — 
Other —  420  825 
Subtotal 260,198  172,242  825 
Total 911,026  416,381  3,993 

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March 31, 2023
(in thousands) Number of Bushels Number of Gallons Number of Tons
Non-exchange traded:
Corn 572,079  —  — 
Soybeans 50,184  —  — 
Wheat 101,663  —  — 
Oats 31,658  —  — 
Ethanol —  200,591  — 
Dried distillers grain —  —  399 
Soybean meal —  —  367 
Other 10,237  44,120  1,966 
Subtotal 765,821  244,711  2,732 
Exchange traded:
Corn 184,766  —  — 
Soybeans 76,365  —  — 
Wheat 83,618  —  — 
Oats 1,125  —  — 
Ethanol —  69,972  — 
Propane —  45,402  — 
Other —  1,134  551 
Subtotal 345,874  116,508  551 
Total 1,111,695  361,219  3,283 


Interest Rate and Other Derivatives

The Company’s objectives for using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The gains or losses on the derivatives designated as hedging instruments are recorded in Other comprehensive income (loss) and subsequently reclassified into Interest expense, net in the same periods during which the hedged transaction affects earnings. Amounts reported in Accumulated other comprehensive income related to derivatives will be reclassified to Interest expense, net as interest payments are made on the Company’s variable-rate debt. In the case where interest rate derivatives are settled prior to maturity, the gain or loss is recorded in Other income, net within the Condensed Consolidated Statements of Operations.

The Company had recorded the following amounts for the fair value of the other derivatives:

(in thousands) March 31, 2024 December 31, 2023 March 31, 2023
Derivatives not designated as hedging instruments
Foreign currency contracts included in Other current assets (liabilities) $ (793) $ 907  $ 4,260 
Derivatives designated as hedging instruments
Interest rate contracts included in Other current assets $ 10,281  $ 9,968  $ 8,265 
Interest rate contracts included in Other assets 22,579  18,041  16,779 


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The recording of gains and losses on other derivatives and the financial statement line in which they are located are as follows:
Three months ended March 31,
(in thousands) 2024 2023
Derivatives designated as hedging instruments
Interest rate derivative gains (losses) included in Other comprehensive income (loss) $ 4,843  $ (6,407)
Interest rate derivative gains included in Interest expense, net 3,385  2,105 
Interest rate derivative gains included in Other income, net 568  — 

Outstanding interest rate derivatives, as of March 31, 2024, are as follows:
Interest Rate Hedging Instrument Year Entered Year of Maturity  Notional Amount
(in millions)		 Description


Interest Rate
Swap 2019 2025 $ 92.2  Interest rate component of debt - accounted for as a hedge 2.3%
Swap 2019 2025 $ 46.1  Interest rate component of debt - accounted for as a hedge 2.4%
Swap 2019 2025 $ 46.1  Interest rate component of debt - accounted for as a hedge 2.4%
Swap 2020 2030 $ 50.0  Interest rate component of debt - accounted for as a hedge
0.0% to 0.8%
Swap 2020 2030 $ 50.0  Interest rate component of debt - accounted for as a hedge
0.0% to 0.8%
Swap 2022 2025 $ 20.0  Interest rate component of debt - accounted for as a hedge 2.6%
Swap 2022 2029 $ 100.0  Interest rate component of debt - accounted for as a hedge 2.0%
Swap 2022 2029 $ 50.0  Interest rate component of debt - accounted for as a hedge 2.4%
Swap 2023 2025 $ 50.0  Interest rate component of debt - accounted for as a hedge 3.7%
Swap 2023 2031 $ 50.0  Interest rate component of debt - accounted for as a hedge 2.9%


6. Revenue

Many of the Company’s sales and merchandising revenues are generated from contracts that are outside the scope of ASC 606, Revenue from Contracts with Customers. Specifically, many of the Company's Trade and Renewables sales contracts are derivatives under ASC 815, Derivatives and Hedging. The breakdown of revenues between ASC 606 and ASC 815 is as follows:
Three months ended March 31,
(in thousands) 2024 2023
Revenues under ASC 606 $ 648,843  $ 738,978 
Revenues under ASC 815 2,069,374  3,142,260 
Total revenues $ 2,718,217  $ 3,881,238 

The remainder of this note applies only to those revenues that are accounted for under ASC 606.


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Disaggregation of revenue

The following tables disaggregate revenues under ASC 606 by major product/service line:
Three months ended March 31, 2024
(in thousands) Trade Renewables Nutrient & Industrial Total
Specialty nutrients $ —  $ —  $ 69,724  $ 69,724 
Primary nutrients —  —  67,312  67,312 
Products and co-products 102,344  306,165  —  408,509 
Propane 69,796  —  —  69,796 
Other 1,973  1,247  30,282  33,502 
Total $ 174,113  $ 307,412  $ 167,318  $ 648,843 

Three months ended March 31, 2023
(in thousands) Trade Renewables Nutrient & Industrial Total
Specialty nutrients $ —  $ —  $ 69,997  $ 69,997 
Primary nutrients —  —  64,750  64,750 
Products and co-products 88,966  394,609  —  483,575 
Propane 76,523  —  —  76,523 
Other 12,590  2,348  29,195  44,133 
Total $ 178,079  $ 396,957  $ 163,942  $ 738,978 

Substantially all of the Company's revenues accounted for under ASC 606 during the periods presented in the preceding tables are recorded at a point in time instead of over time.

Contract balances

The balances of the Company’s contract liabilities were $80.5 million and $30.7 million as of March 31, 2024 and December 31, 2023, respectively. The difference between the opening and closing balances of the Company’s contract liabilities is primarily a result of timing differences between the Company’s performance and the customer’s payment. The main driver of the contract liabilities balance are payments for primary and specialty nutrients within the Nutrient & Industrial segment received in advance of fulfilling our performance obligations under our customer contracts. Due to seasonality of this business, contract liabilities are built up through the first quarter in preparation for the spring application season. Revenue is then recognized in the Nutrient & Industrial segment throughout the spring application season as the Company fulfills its contract obligations.


7. Income Taxes

Three months ended March 31,
(in thousands) 2024 2023
Income (loss) before income taxes $ 13,968  $ (65,001)
Income tax provision (benefit) 1,303  (5,884)
Effective tax rate 9.3  % 9.1  %

On a quarterly basis, the Company estimates the effective tax rate expected to be applicable for the full year and makes changes, if necessary, based on new information or events. The estimated annual effective tax rate is forecasted based on actual historical information and forward-looking estimates and is used to provide for income taxes in interim reporting periods. The Company also recognizes the tax impact of certain unusual or infrequently occurring items, such as the effects of changes in tax laws or rates and impacts from settlements with tax authorities, discretely in the quarter in which they occur.

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The difference between the 9.3% effective tax rate and the U.S. federal statutory tax rate of 21.0% for the three months ended March 31, 2024 is primarily attributable to the tax impact of non-controlling interest, stock based compensation, and federal tax credits offset by state and local income taxes, nondeductible compensation, and other discrete tax items.

The difference between the 9.1% effective tax rate and the U.S. federal statutory rate of 21.0% for the three months ended March 31, 2023 is primarily attributable to the tax impact of non-controlling interest, state and local income taxes, and nondeductible compensation. During the three months ended March 31, 2023, a discrete income tax benefit of $12.0 million was recorded on a loss before income taxes of $94.7 million from ELEMENT operations, which included an $87.2 million impairment charge.


8. Accumulated Other Comprehensive Income

The following table summarizes the changes in accumulated other comprehensive income ("AOCI") attributable to the Company:
Three months ended March 31,
(in thousands) 2024 2023
Currency Translation Adjustment
Beginning balance $ (2,581) $ (8,203)
Other comprehensive income (loss) before reclassifications (2,918) 767 
  Tax effect —  — 
Other comprehensive income (loss), net of tax (2,918) 767 
Ending balance $ (5,499) $ (7,436)
Hedging Adjustment
Beginning balance $ 20,985  $ 23,546 
Other comprehensive income (loss) before reclassifications 8,796  (4,302)
Amounts reclassified from AOCI (a)
 (3,953) (2,105)
  Tax effect (1,204) 1,611 
Other comprehensive income (loss), net of tax 3,639  (4,796)
Ending balance $ 24,624  $ 18,750 
Pension and Other Postretirement Adjustment
Beginning balance $ 4,203  $ 4,883 
Other comprehensive income (loss) before reclassifications 5  (14)
Amounts reclassified from AOCI (b)
 (228) (228)
  Tax effect 48  54 
Other comprehensive income (loss), net of tax (175) (188)
Ending balance $ 4,028  $ 4,695 
Investments in Convertible Preferred Securities Adjustment
Beginning balance $ 258  $ 258 
Other comprehensive income (loss), net of tax —  — 
Ending balance $ 258  $ 258 
Total AOCI Ending Balance $ 23,411  $ 16,267 
(a) Amounts reclassified from gain (loss) on cash flow hedges are reclassified from AOCI to income when the hedged item affects earnings. Gains and losses from interest rate derivatives are recognized in Interest expense, net as interest payments are made on the Company's variable rate debt. When interest rate derivatives are settled prior to maturity the gain or loss is recognized in Other income, net. See Note 5 for additional information.
(b) This accumulated other comprehensive loss component is included in the computation of net periodic benefit cost recorded in Operating, administrative and general expenses.



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9. Fair Value Measurements

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis:
(in thousands) March 31, 2024
Assets (liabilities) Level 1 Level 2 Level 3 Total
Commodity derivatives, net (a) $ 48,750  $ 67,599  $ —  $ 116,349 
Provisionally priced contracts (b) (86,176) (30,709) —  (116,885)
Convertible preferred securities (c) —  —  15,625  15,625 
Other assets and liabilities (d) 5,525  32,860  —  38,385 
Total $ (31,901) $ 69,750  $ 15,625  $ 53,474 
(in thousands) December 31, 2023
Assets (liabilities) Level 1 Level 2 Level 3 Total
Commodity derivatives, net (a) $ 48,676  $ 39,572  $ —  $ 88,248 
Provisionally priced contracts (b) (108,736) (65,343) —  (174,079)
Convertible preferred securities (c) —  —  15,625  15,625 
Other assets and liabilities (d) 5,477  28,009  —  33,486 
Total $ (54,583) $ 2,238  $ 15,625  $ (36,720)
(in thousands) March 31, 2023
Assets (liabilities) Level 1 Level 2 Level 3 Total
Commodity derivatives, net (a) $ 32,115  $ 82,779  $ —  $ 114,894 
Provisionally priced contracts (b) (16,187) (52,150) —  (68,337)
Convertible preferred securities (c) —  —  15,410  15,410 
Other assets and liabilities (d) 8,357  24,983  —  33,340 
Total $ 24,285  $ 55,612  $ 15,410  $ 95,307 
(a)Includes associated cash posted/received as collateral.
(b)Included in "Provisionally priced contracts" are those instruments based only on underlying futures values (Level 1) and delayed price contracts (Level 2).
(c)Recorded in “Other assets, net” on the Company’s Condensed Consolidated Balance Sheets related to certain available for sale securities.
(d)Included in other assets and liabilities are assets held by the Company to fund deferred compensation plans and foreign exchange derivative contracts (Level 1), as well as interest rate derivatives (Level 2).

Level 1 commodity derivatives reflect the fair value of the exchanged-traded futures and options contracts that the Company holds, net of the cash collateral, that the Company has in its margin account.

The majority of the Company’s assets and liabilities measured at fair value are based on the market approach valuation technique. With the market approach, fair value is derived using prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

The Company’s net commodity derivatives primarily consist of futures or options contracts via regulated exchanges and contracts with producers or customers under which the future settlement date and bushels (or gallons in the case of ethanol contracts) of commodities to be delivered (primarily wheat, corn, soybeans and ethanol) are fixed and under which the price may or may not be fixed. Depending on the specifics of the individual contracts, the fair value is derived from the futures or options prices quoted on various exchanges for similar commodities and delivery dates as well as observable quotes for local basis adjustments (the difference, which is attributable to local market conditions, between the quoted futures price and the local cash price). Because “basis” for a particular commodity and location typically has multiple quoted prices from other agribusinesses in the same geographical vicinity and is used as a common pricing mechanism in the agribusiness industry, the Company has concluded that “basis” is typically a Level 2 fair value input for purposes of the fair value disclosure requirements related to our commodity derivatives, depending on the specific commodity. Although nonperformance risk, both of the Company and the counterparty, is present in each of these commodity contracts and is a component of the estimated fair values, based on the Company’s historical experience with its producers and customers and the Company’s knowledge of their businesses, the Company does not view nonperformance risk to be a significant input to fair value for these commodity contracts.


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These fair value disclosures exclude RMI which consists of agricultural commodity inventories measured at net realizable value. The net realizable value used to measure the Company’s agricultural commodity inventories is the fair value (spot price of the commodity in an exchange), less cost of disposal and transportation based on the local market. This valuation would generally be considered Level 2. The amount of RMI is disclosed in Note 2. Changes in the net realizable value of commodity inventories are recognized as a component of cost of sales and merchandising revenues.

Provisionally priced contract liabilities are those for which the Company has taken ownership and possession of grain, but the final purchase price has not been established. In the case of payables where the unpriced portion of the contract is limited to the futures price of the underlying commodity or the Company has delivered provisionally priced grain and a subsequent payable or receivable is set up for any future changes in the grain price, quoted exchange prices are used and the liability is deemed to be Level 1 in the fair value hierarchy. For all other unpriced contracts which include variable futures and basis components, the amounts recorded for delayed price contracts are determined on the basis of local grain market prices at the balance sheet date and, as such, are deemed to be Level 2 in the fair value hierarchy.

The convertible preferred securities are interests in several early-stage enterprises that may be in various forms, such as convertible debt or preferred equity securities.

A reconciliation of beginning and ending balances for the Company’s fair value measurements using Level 3 inputs is as follows:
Convertible Preferred Securities
(in thousands) 2024 2023
Assets at January 1, $ 15,625  $ 16,278 
Gains included in Other income, net —  802 
Proceeds from investments —  (1,670)
Assets at March 31, $ 15,625  $ 15,410 

The following tables summarize quantitative information about the Company's Level 3 fair value measurements:
Quantitative Information about Recurring Level 3 Fair Value Measurements
Fair Value as of
(in thousands) March 31, 2024 December 31, 2023 March 31, 2023 Valuation Method Unobservable Input Weighted Average
Convertible preferred securities (a) $ 15,625  $ 15,625  $ 15,410  Implied based on market prices N/A N/A
(a) The Company considers observable price changes and other additional market data available to estimate fair value, including additional capital raising, internal valuation models, progress towards key business milestones, and other relevant market data points.
Quantitative Information about Non-Recurring Level 3 Fair Value Measurements
Fair Value as of
(in thousands) March 31, 2024 December 31, 2023 March 31, 2023 Valuation Method Unobservable Input Weighted Average
Ethanol Plant Assets (a) $ —  $ —  $ 41,673  Various Various N/A
(a) The Company recognized impairment charges on ELEMENT ethanol plant assets in Colwich, Kansas. The fair value of the assets was determined by a third-party consultant using a discounted cash flow method and a market approach. Both of these methods were given probability weightings based on management's assessment of the ethanol plant's future operations to arrive at the fair value of the ethanol plant assets. The discounted cash flow model is determined by discounting the projected free cash flows using an appropriate discount rate. Key assumptions in the projections of future cash flows used in the consultant's model included input costs (corn, natural gas, etc.), production days, and co-product premiums. The market approach analyzed enterprise value to ethanol production capacity multiples for a group of guideline public companies as well as recent mergers and acquisition transactions. Using these multiples as a baseline, the consultant applied selected multiples to the ELEMENT plant production capacity to arrive at an indicated fair value. These measures are considered Level 3 inputs on a nonrecurring basis.

The fair value of the Company’s cash equivalents, accounts receivable and accounts payable approximate their carrying value as they are close to maturity.



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10. Related Parties

In the ordinary course of business, and on an arm's length basis, the Company will enter into related party transactions with the minority shareholder of the Company's Renewables operations and certain equity method investments that the Company holds, along with other related parties.

The following table sets forth the related party transactions entered into for the time periods presented:
Three months ended March 31,
(in thousands) 2024 2023
Sales of products $ 61,611  $ 74,951 
Purchases of products 8,292  15,702 

(in thousands) March 31, 2024 December 31, 2023 March 31, 2023
Accounts receivable $ 14,504  $ 6,732  $ 10,350 
Accounts payable 5,333  3,901  2,800 


11. Segment Information

The Company’s operations include three reportable business segments that are distinguished primarily on the basis of products and services offered as well as the structure of management. The Trade business includes commodity merchandising and the operation of terminal grain elevator facilities. The Renewables business produces ethanol and co-products through its four co-owned and fully consolidated ethanol production facilities as well as purchases and sells ethanol and ethanol co-products. The Nutrient & Industrial business manufactures and distributes plant nutrient products such as agricultural inputs, primarily fertilizers and turf care products along with industrial products such as deicers, dust abatement solutions and corncob-based products. The Other category includes other corporate level costs not attributable to an operating segment and intercompany eliminations between the segments.

The segment information below includes the allocation of expenses shared by one or more operating segments. Although management believes such allocations are reasonable, the operating information does not necessarily reflect how such data might appear if the segments were operated as separate businesses. The Company does not have any customers who represent 10 percent or more of total revenues.
  Three months ended March 31,
(in thousands) 2024 2023
Revenues from external customers
Trade $ 1,893,859  $ 2,877,780 
Renewables 657,039  839,516 
Nutrient & Industrial 167,319  163,942 
Total $ 2,718,217  $ 3,881,238 

  Three months ended March 31,
(in thousands) 2024 2023
Income (loss) before income taxes
Trade $ 5,924  $ 39,364 
Renewables (a) 22,791  (82,513)
Nutrient & Industrial (1,850) (10,438)
Other (12,897) (11,414)
Total $ 13,968  $ (65,001)
(a) Includes income (loss) attributable to noncontrolling interests of $7.1 million and $(44.4) million for the three months ended March 31, 2024 and 2023.



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12. Commitments and Contingencies

Litigation activities

The Company is party to litigation, or threats thereof, both as defendant and plaintiff with some regularity, although individual cases that are material in size occur infrequently. As a defendant, the Company establishes reserves for claimed amounts that are considered probable and capable of estimation. If those cases are resolved for lesser amounts, the excess reserves are taken into income and, conversely, if those cases are resolved for larger than the amount the Company has accrued, the Company records additional expense. The Company believes it is unlikely that the results of its current legal proceedings for which it is the defendant, even if unfavorable, will be material. As a plaintiff, amounts that are collected can also result in sudden, non-recurring income.

Litigation results depend upon a variety of factors, including the availability of evidence, the credibility of witnesses, the performance of counsel, the state of the law, and the impressions of judges and jurors, any of which can be critical in importance, yet difficult, if not impossible, to predict. Consequently, cases currently pending, or future matters, may result in unexpected, and non-recurring losses, or income, from time to time. Finally, litigation results are often subject to judicial reconsideration, appeal and further negotiation by the parties, and as a result, the final impact of a particular judicial decision may be unknown for some time or may result in continued reserves to account for the potential of such post-verdict actions.

The estimated losses for outstanding claims that are considered reasonably possible are not material.


13. Other Income, net

The following table sets forth the items in Other income, net within the Condensed Consolidated Statements of Operations:
Three months ended March 31,
(in thousands) 2024 2023
Interest income $ 4,682  $ 1,467 
Gain on deconsolidation of joint venture 3,117  — 
Patronage income 2,869  2,629 
Property insurance recoveries —  1,000 
Other 860  2,908 
Total $ 11,528  $ 8,004 

Individually significant items included in the table above are:

Interest income - In 2024 and 2023, the vast majority of interest income recorded by the Company was due to the amount of cash and cash equivalents on hand.

Gain on deconsolidation of joint venture - On April 18, 2023, ELEMENT was placed into receivership. As the receiver took control of ELEMENT, under the VIE consolidation model, the Company was deemed to have lost control of the entity and therefore deconsolidated ELEMENT from its Condensed Consolidated Financial Statements. As a result of these activities, the Company recognized a gain on deconsolidation in the second quarter of 2023. The Company recognized an additional $3.1 million gain in the first quarter of 2024 as the amount of cash distributed to the Company related to its receivables from ELEMENT exceeded management's estimate at the time of deconsolidation.

Patronage income - As a part of the Company’s normal operations it relies on short-term lines of credit to support working capital needs in addition to long-term debt. The Company receives patronage income from its lenders as a part of these programs.

Property insurance recoveries - In 2023, all property insurance recoveries presented relate to a fire at a Michigan grain asset.



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14. Subsequent Events

On April 30, 2024, the Company closed on the acquisition of Reed & Perrine Sales, Inc., a manufacturer and distributor of premium turf fertilizers and control products headquartered in New Jersey, for a purchase price of approximately $6.7 million plus working capital.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements which relate to future events or future financial performance and involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. Such factors include, but are not limited to, the effects of economic, weather and agricultural conditions, regulatory conditions, competition globally and in the markets the Company serves, geopolitical risk, fluctuations in cost and availability of commodities, the effectiveness of the Company's internal control over financial reporting and the unpredictability of existing and possible future litigation. However, it is not possible to predict or identify all such factors. The reader is urged to carefully consider these risks and others, including those risk factors listed under Item 1A of the 2023 Form 10-K. In some cases, the reader can identify forward-looking statements by terminology such as may, anticipates, believes, estimates, predicts, or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These forward-looking statements relate only to events as of the date on which the statements are made and the Company undertakes no obligation, other than any imposed by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Although management believes that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Critical Accounting Policies and Estimates

Our critical accounting policies and critical accounting estimates, as described in our 2023 Form 10-K, have not materially changed through the first quarter of 2024.

Executive Overview

Our operations are organized, managed and classified into three reportable business segments: Trade, Renewables and Nutrient & Industrial. Each of these segments is generally based on the nature of products and services offered and aligns with the management structure.

The agricultural commodity-based business is one in which changes in selling prices generally move in relationship to changes in purchase prices. Therefore, increases or decreases in prices of the agricultural commodities that the business deals in will have a relatively equal impact on sales and merchandising revenues and cost of sales and merchandising revenues and a much less significant impact on gross profit. As a result, changes in sales and merchandising revenues and cost of sales and merchandising revenues between periods may not necessarily be indicative of the overall performance of the business and greater emphasis should be placed on changes in gross profit.

Trade

The Trade segment’s first quarter operating results were behind those of the prior year. Trade's grain asset locations received a substantial amount of insurance recoveries on damaged inventories and assets in the first quarter of the prior year. Otherwise, the results of the asset locations were relatively consistent year-over-year as domestic producers remain hesitant to forward sell due to lower commodity prices combined with limited basis appreciation to start the year. The merchandising business remained profitable but could not match a very strong first quarter in the prior year. An oversupply of commodities has shifted the global supply and demand balance, moving the market from an inverse to a carry and causing prices to weaken. While carry markets benefit the asset locations, reduced volatility and lower prices reduce opportunities for the merchandising business. In addition, given recent geopolitical unrest, we have intentionally and prudently pulled back on activity in certain regions.

Premium food and feed product lines produced stronger results in the first quarter, and recent acquisitions and growth capital investments continue to be accretive to this line of business.

With shifting fundamentals, our mix of assets and merchandising businesses provide a solid foundation for us to benefit from large crops and carry markets, with wheat income opportunities potentially returning to the market. Our assets are well-positioned for the grains to flow in due course. Domestic premium ingredient demand is also expected to stay solid and should continue to support recent capital growth investments.

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Agricultural inventories on hand were 106.7 million and 99.6 million bushels at March 31, 2024 and March 31, 2023, respectively. These bushels consist of inventory held at company-owned or leased facilities, transload inventory, in-transit inventory, and third-party held inventory. Total Trade storage space capacity at company-owned or leased facilities, including temporary pile storage, was approximately 169 million bushels at March 31, 2024, which is slightly lower than the 180 million bushels of capacity in the prior year after the divestiture of certain grain assets.

Renewables

The Renewables segment's first quarter operating results were significantly higher than the prior year as the Company recorded an $87.2 million impairment charge related to the ELEMENT ethanol plant in 2023. After considering the impact of the impairment charge, the Renewables segment still outperformed the prior year as ethanol crush margins improved year-over-year, further supported by favorable hedging positions. The Company's production facilities continued to operate efficiently in the quarter with record production and lower natural gas costs. Renewables diesel feedstocks volumes continue to grow albeit with compressed margins on industry fundamentals. Feed ingredient demand was also improved, however, values declined on lower corn prices. All four plants have now completed their semi-annual maintenance shutdowns and are operating at full capacity. The ethanol margin environment should remain favorable, specifically at the eastern production facilities as corn basis in the east remains well below levels in the west, as well as an expected increase in ethanol export volumes.

Ethanol and related co-products volumes were as follows:
Three months ended March 31,
(in thousands) 2024 2023
Ethanol (gallons shipped) 185,826  186,566 
E-85 (gallons shipped) 12,291  9,519 
Vegetable oils (pounds shipped) (a)
 370,983  261,655 
DDG (tons shipped) (b)
 548  529 
(a) Includes corn oil, soybean oil, and other fats, oils, and greases.
(b) DDG tons shipped converts wet tons to a dry ton equivalent amount.

Nutrient & Industrial

The Nutrient & Industrial segment's first quarter operating results improved from the prior year. During this seasonally slow period, the majority of the improvement was driven by increased volumes and margins in core agricultural product lines. Total segment volumes were up 12% when compared to the prior year with an overall increase in margins. Prior year margins were impacted by inventory write downs during a period of declining core fertilizer values. Spring applications remain behind both the prior year and the five-year average in our core geographic areas as wet and cold weather has caused delays. We expect strong demand through the s if planting conditions improve.

Storage capacity at our Ag Supply Chain and Specialty Liquids facilities, including leased storage, was approximately 458 thousand tons for dry nutrients and approximately 508 thousand tons for liquid nutrients at March 31, 2024, which is similar to the prior year.

Tons of product sold were as follows:
Three months ended March 31,
(in thousands) 2024 2023
Ag Supply Chain 199  170 
Specialty Liquids 91  82 
Engineered Granules 64  63 
Total tons 354  315 

In the table above, Ag Supply Chain represents facilities principally engaged in the wholesale distribution and retail sale and application of primary agricultural nutrients such as bulk nitrogen, phosphorus, and potassium. Specialty Liquid locations produce and sell a variety of low-salt liquid starter fertilizers, micronutrients for agricultural use, and specialty products for use in various industrial processes. Engineered Granules include a variety of corncob-based products and facilities that primarily manufacture granulated dry products for use in specialty turf and agricultural applications.


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Other

Our “Other” activities include corporate income and expense and cost for functions that provide support and services to the operating segments. The results include expenses and benefits not allocated to the operating segments and other elimination and consolidation adjustments.

Comparison of the three months ended March 31, 2024, with the three months ended March 31, 2023, including a reconciliation of GAAP to non-GAAP measures:
  Three months ended March 31, 2024
(in thousands) Trade Renewables Nutrient & Industrial Other Total
Sales and merchandising revenues $ 1,893,859  $ 657,039  $ 167,319  $ —  $ 2,718,217 
Cost of sales and merchandising revenues 1,815,577  630,469  143,851  —  2,589,897 
Gross profit 78,282  26,570  23,468  —  128,320 
Operating, administrative and general expenses 72,258  7,997  25,443  13,660  119,358 
Interest expense (income), net 5,633  532  923  (566) 6,522 
Other income, net 5,533  4,750  1,048  197  11,528 
Income (loss) before income taxes $ 5,924  $ 22,791  $ (1,850) $ (12,897) $ 13,968 
Income before income taxes attributable to the noncontrolling interests —  7,084  —  —  7,084 
Non-GAAP Income (loss) before income taxes attributable to the Company $ 5,924  $ 15,707  $ (1,850) $ (12,897) $ 6,884 
  Three months ended March 31, 2023
(in thousands) Trade Renewables Nutrient & Industrial Other Total
Sales and merchandising revenues $ 2,877,780  $ 839,516  $ 163,942  $ —  $ 3,881,238 
Cost of sales and merchandising revenues 2,760,602  823,713  148,912  —  3,733,227 
Gross profit 117,178  15,803  15,030  —  148,011 
Operating, administrative and general expenses 71,980  8,904  24,132  12,219  117,235 
Asset impairment —  87,156  —  —  87,156 
Interest expense (income), net 11,817  3,097  2,182  (471) 16,625 
Other income, net 5,983  841  846  334  8,004 
Income (loss) before income taxes $ 39,364  $ (82,513) $ (10,438) $ (11,414) $ (65,001)
Loss before income taxes attributable to the noncontrolling interests —  (44,367) —  —  (44,367)
Non-GAAP Income (loss) before income taxes attributable to the Company $ 39,364  $ (38,146) $ (10,438) $ (11,414) $ (20,634)

The Company uses Income (loss) before income taxes attributable to the Company, a non-GAAP financial measure as defined by the Securities and Exchange Commission, to evaluate the Company’s financial performance. This performance measure is not defined by accounting principles generally accepted in the United States and should be considered in addition to, and not in lieu of, GAAP financial measures. Management believes that Income (loss) before income taxes attributable to the Company is a useful measure of the Company’s performance as it provides investors additional information about the Company's operations, allowing evaluation of underlying business performance and period-to-period comparability. This measure is not intended to replace or be an alternative to Income (loss) before income taxes, the most directly comparable amounts reported under GAAP.


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Trade

Operating results for the Trade segment decreased by $33.4 million from the prior year. Sales and merchandising revenues decreased by $983.9 million, and cost of sales and merchandising revenues decreased by $945.0 million for a decreased gross profit impact of $38.9 million. The majority of the decrease in sales and merchandising revenues and cost of sales and merchandising revenues can be attributed to a decrease in volumes. Much of this decrease was intentional as management made a prudent decision to pull back on activity in certain regions due to the recent geopolitical unrest. A lesser impact in volumes was from delayed farmer engagement from lower commodity prices. Commodity prices have weakened due to the oversupply of commodities shifting the global supply and demand balance, as we have moved from an inverse to a carry market. Of the $38.9 million decrease in gross profit, $25.3 million was related to insurance recoveries recorded in the prior year within the asset-based business. This was followed by a $15.3 million decrease in the merchandising businesses as there were less trading opportunities in a less volatile commodity market.

Interest expense decreased by $6.2 million due to reduced short-term borrowings from lower commodity prices in addition to the business managing working capital usage in a higher interest rate environment.

Renewables

Operating results for Renewables increased by $53.9 million from the same period of prior year. Sales and merchandising revenues decreased by $182.5 million, and cost of sales and merchandising revenues decreased by $193.2 million compared to prior year. As a result, gross profit increased by $10.8 million. The decrease in both sales and merchandising revenues and cost of sales and merchandising revenues can be mainly attributed to lower ethanol and renewable diesel feedstocks values. The prior year results also include approximately $40 million of sales and merchandising revenues and cost of sales and merchandising revenues from the previously consolidated ELEMENT facility. There was a modest increase in volumes to the continued growth of our renewable diesel feedstock merchandising business, partially offset by the lack of ELEMENT activity in 2024. The gross profit associated with the ethanol plants was $15.3 million higher than the prior year from improved ethanol margins, favorable hedging positions, lower energy costs, and the removal of ELEMENT from consolidated results. This improvement at the plant level was partially offset by lower gross profit of $4.9 million from our third-party trading businesses as higher supply resulted in less volatility and fewer trading opportunities.

An asset impairment charge of $87.2 million related to ELEMENT was recorded in the prior year. As ELEMENT was a consolidated subsidiary of the Company at the time, the entire impairment charge is reflected in Asset impairment.

Interest expense decreased by $2.6 million from the prior year due to the deconsolidation of ELEMENT non-recourse debt.

Other income, net increased from the prior year by $3.9 million as the Company recorded an additional $3.1 million gain in the first quarter of 2024 as the amount of cash distributed to the Company related to its receivables from ELEMENT exceeded management's estimate in the prior year.

Nutrient & Industrial

Operating results for the Nutrient & Industrial segment increased by $8.6 million when compared to the same period of the prior year. Sales and merchandising revenues increased $3.4 million, and cost of sales and merchandising revenues decreased by $5.1 million resulting in increased gross profit of $8.4 million. The increase in sales and merchandising revenues and decrease in cost of sales and merchandising revenues within the segment was mainly due to margin improvement, led by the Ag Supply Chain business, as volumes only modestly increased from the prior year. Gross profit in the Ag Supply Chain business increased by $10.3 million due to the more stable pricing environment in the current year. The prior year also includes an inventory write down. Gross profit within the Engineered Granules business decreased approximately $1.7 million from the prior year due to lower margins, specifically in turf markets, as volumes remained flat to the prior year.

Operating, administrative and general expenses increased $1.3 million from prior year due to higher bad debt expense in the current year and collections on reserved balances associated with the legacy Rail business in the prior year that did not recur.

Interest expense decreased $1.3 million from prior year due to lower working capital usage.


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Income Taxes

For the three months ended March 31, 2024, the Company recorded income tax expense of $1.3 million. The Company's effective tax rate was 9.3% on income before taxes of $14.0 million. The difference between the 9.3% effective tax rate and the U.S. federal statutory tax rate of 21.0% is primarily attributable to the tax impact of non-controlling interest, stock-based compensation, and federal tax credits offset by state and local income taxes, nondeductible compensation, and other discrete tax items.

For the three months ended March 31, 2023, the Company recorded an income tax benefit of $5.9 million. The Company’s effective tax rate was 9.1% on a loss before income taxes of $65.0 million. The difference between the 9.1% effective tax rate and the U.S. federal statutory rate of 21.0% is primarily attributable to the tax impact of non-controlling interest, state and local taxes, and nondeductible compensation. During the three months ended March 31, 2023, a discrete income tax benefit of $12.0 million was recorded on a loss before income taxes of $94.7 million from ELEMENT operations, which included an $87.2 million impairment charge.

The Company’s subsidiary partnership returns are under federal tax examination by the Internal Revenue Service (“IRS”) for the tax years 2015 through 2021. The Company’s subsidiary is under federal tax examination by the Mexican tax authorities for tax year 2015. The IRS and Mexican tax authorities’ examinations could potentially be resolved within the next 12 months. The resolution of these examinations could change our unrecognized tax benefits and favorably impact income tax expense by a range of $2.9 million to $13.1 million.

On December 20, 2021, the Organization for Economic Co-operation and Development ("OECD") issued Pillar Two model rules introducing a global minimum tax of 15% on large corporations. Although the U.S. has not yet adopted the Pillar Two model rules, several foreign countries enacted legislation in 2023 which closely follow OECD’s Pillar Two guidance to be effective January 1, 2024. The impact of Pillar Two legislation on the Company's 2024 effective tax rate is expected to be minimal. Management will continue to monitor Pillar Two legislation in our relevant jurisdictions to determine any changes to the Company's effective tax rate.



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Liquidity and Capital Resources

Working Capital
At March 31, 2024, the Company had working capital of $1,130.6 million, an increase of $192.5 million from the prior year. This increase was attributable to changes in the following components of current assets and current liabilities:

(in thousands) March 31, 2024 March 31, 2023 Variance
Current Assets:
Cash and cash equivalents $ 283,902  $ 70,853  $ 213,049 
Accounts receivable, net 701,706  1,125,071  (423,365)
Inventories 994,543  1,551,101  (556,558)
Commodity derivative assets – current 178,623  222,036  (43,413)
Other current assets 55,134  81,407  (26,273)
Total current assets 2,213,908  3,050,468  (836,560)
Current Liabilities:
Short-term debt 10,148  638,210  (628,062)
Trade and other payables 625,836  768,872  (143,036)
Customer prepayments and deferred revenue 174,651  309,546  (134,895)
Commodity derivative liabilities – current 67,079  107,983  (40,904)
Current maturities of long-term debt 27,617  85,567  (57,950)
Accrued expenses and other current liabilities 177,953  202,133  (24,180)
Total current liabilities 1,083,284  2,112,311  (1,029,027)
Working Capital $ 1,130,624  $ 938,157  $ 192,467 

Current assets as of March 31, 2024, decreased $836.6 million in comparison to those as of March 31, 2023. This decrease was primarily related to the reduction of inventories and receivables which was partially offset by an increase in cash. The decreases in inventories and receivables can largely be attributed to the stabilization of agricultural commodity prices over the last year in comparison to historically high price levels of agricultural commodities, including fertilizer, in the same period of the prior year. The decreases in inventory and receivables also had a direct impact on cash as the Company was not deploying the cash to hold working capital as it had done in the previous year.

Current liabilities decreased $1,029.0 million from the prior year mainly due to the decreased utilization of the Company's short-term credit facility. The decreased use of the short-term credit facility is a result of the stabilization of commodity prices over the last year compared to the historically high commodity prices in the same period of the prior year, as well as a strategic focus on managing the use of short-term debt to fund working capital in light of the rising interest rate environment.

Sources and Uses of Cash
Three months ended March 31,
(in thousands) 2024 2023
Net cash used in operating activities $ (239,627) $ (333,535)
Net cash used in investing activities (22,052) (19,807)
Net cash (used in) provided by financing activities (98,280) 308,817 

Operating Activities
Operating activities used cash of $239.6 million and $333.5 million in the first three months of 2024 and 2023, respectively. The amount of cash used in operating activities is consistent with expectations due to the seasonal cash outflows from the settlement of payables with producers that the Company typically experiences in the first quarter. When removing the significant changes in working capital and the significant amount of insurance recoveries received in 2023, the amount of cash provided by operating activities is ahead of the prior year.


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Investing Activities
Investing activities used cash of $22.1 million through the first three months of 2024 compared to using cash of $19.8 million in the prior period. The prior year included approximately $2.9 million of additional net proceeds from the Company's exit of the Rail business which accounted for the variance from the prior year.
We expect to invest approximately $150 to $175 million in property, plant and equipment in 2024; approximately 50% of which will be to maintain current facilities.

Financing Activities
Financing activities used cash of $98.3 million and provided cash of $308.8 million for the three months ended March 31, 2024 and 2023, respectively. This increase in cash used from the prior year is solely due to the change in the Company's borrowings on its short-term credit facility. The Company had sufficient cash on hand in the first quarter of 2024 to cover the large amount of settled payables and other changes in working capital.

The Company paid $6.5 million in dividends in the first three months of 2024 compared to $6.3 million paid in the prior period. The Company paid dividends of $0.190 and $0.185 per common share in January of 2024 and 2023, respectively. On February 15, 2024, the Company declared a cash dividend of $0.190 per common share payable on April 22, 2024, to shareholders of record on April 1, 2024.

The Company is party to borrowing arrangements with a syndicate of banks that provide a total of $1,859.1 million in borrowing capacity. As of March 31, 2024, the Company had $1,845.6 million available for borrowing.

Certain of our long-term borrowings include covenants that, among other things, impose minimum levels of working capital and various debt leverage ratios. The Company is in compliance with all covenants as of March 31, 2024. In addition, certain of our long-term borrowings are collateralized by mortgages on various facilities.

The Company is typically in a significant net short-term borrowing position in the first two quarters of the year. The majority of these short-term borrowings bear interest at variable rates, an increase in interest rates could have a significant impact on our profitability. In addition, periods of high grain prices and/or unfavorable market conditions could require us to make additional margin deposits on our exchange traded futures contracts. Conversely, in periods of declining prices, the Company could receive a return of cash.
Management believes the Company's sources of liquidity will be adequate to fund operations, capital expenditures and service indebtedness.

At March 31, 2024, the Company had standby letters of credit outstanding of $3.3 million.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

For further information, refer to our Annual Report on Form 10-K for the year ended December 31, 2023. There were no material changes in market risk, specifically commodity and interest rate risk during the three months ended March 31, 2024.


Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were effective as of March 31, 2024, to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the first quarter of 2024, identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Part II. Other Information

Item 1. Legal Proceedings

The Company is subject to legal proceedings and claims that have not been fully resolved and that have arisen in the ordinary course of business. Refer to Part I, Item 1 of this Form 10-Q in the Notes to Condensed Consolidated Financial Statements in Note 12, “Commitments and Contingencies,” In the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss, or a material loss greater than a recorded accrual, concerning loss contingencies for asserted legal and other claims.

The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts above management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.


Item 1A. Risk Factors

The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in Part I, Item 1A of the 2023 Form 10-K under the heading “Risk Factors,” any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Periods Total Number of Shares Purchased (a) Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (b)
January 2024
 14,455  $ 57.54  —  $ 85,532,211 
February 2024
 108,871  52.76  —  85,532,211 
March 2024
 27,036  55.28  —  85,532,211 
Total 150,362  $ 53.67  —  $ 85,532,211 
(a) During the three months ended March 31, 2024, the Company acquired shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.
(b) As of August 20, 2021, the Company was authorized to purchase up to $100 million of the Company’s common stock (the "Repurchase Plan") on or before August 20, 2024. As of March 31, 2024, $14.5 million of the $100 million available to repurchase shares had been utilized. The Repurchase Plan does not obligate the Company to acquire any specific number of shares. Under the Repurchase Plan, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.


Item 5. Other Information

During the three months ended March 31, 2024, none of the Company’s directors or executive officers adopted, modified, or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”


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Item 6. Exhibits
Exhibit Number Description
10.1*
31.1*
31.2*
32.1**
101** Inline XBRL Document Set for the Condensed Consolidated Financial Statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
104**
Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.
* Filed herewith
** Furnished herewith

Items 3 and 4 are not applicable and have been omitted.

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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
THE ANDERSONS, INC.
Date: May 8, 2024 /s/ Patrick E. Bowe
Patrick E. Bowe
President and Chief Executive Officer
Date: May 8, 2024 /s/ Brian A. Valentine
Brian A. Valentine
Executive Vice President and Chief Financial Officer

The Andersons, Inc. | Q1 2024 Form 10-Q | 30
EX-10.1 2 exhibit101-psuawardagreeme.htm EX-10.1 Document
Exhibit 10.1
THE ANDERSONS, INC. AMENDED AND RESTATED
2019 LONG-TERM INCENTIVE COMPENSATION PLAN

EPS/TSR MODIFIER PERFORMANCE SHARE UNIT GRANT NOTICE

Upon execution by the individual listed below (“Participant”) of this EPS/TSR Modifier Performance Share Unit Grant Notice (the “Grant Notice”), The Andersons, Inc., an Ohio corporation (the “Company”), hereby grants to Participant the opportunity to earn the number of Shares set forth below (the “Target PSUs”), subject to increases and decreases as set forth below (the final earned amount of Shares being the “Vested PSUs”), pursuant to the Company’s Amended and Restated 2019 Long-Term Incentive Compensation Plan (the “Plan”). Participant acknowledges and agrees that the Target PSUs are subject to the Terms and Conditions attached hereto as Exhibit A (the “Terms and Conditions”) and the provisions of the Plan. Any terms not defined in this Grant Notice shall have the meanings ascribed in the Plan and the Terms and Conditions.
Participant: #ParticipantName#
Grant Date: #GrantDate#
Total Number of Shares of Target PSUs: #QuantityGranted# Shares, subject to increases and decreases for performance pursuant to the Vesting Schedule set forth below
Performance Period: The Performance Period for the PSUs granted hereunder shall be the three-year period beginning January 1, 2024 and ending December 31, 2026.


Vesting Schedule:
The Target PSUs shall vest following the conclusion of the Performance Period based on (i) the Company’s three-year cumulative fully diluted earnings per share (“EPS”) computed under Generally Accepted Accounting Principles (GAAP) during the Performance Period and (ii) potential modification up or down based on Company’s total shareholder return (“TSR”) calculated as described below during the Performance Period as compared to the TSRs of the members of the peer group selected by the Committee as described below (the “Peer Group”) (the potential modification pursuant to this clause (ii), the “TSR Modifier”), in each case in accordance with the Vesting Charts below and as certified by the Committee. EPS and TSR are referred to herein as the “Performance Goals”. The Committee shall certify the level of cumulative EPS achievement following the end of the Performance Period and the Company’s TSR over the Performance Period and TSR rank versus the Peer Group prior to settlement of the Vested PSUs. The Committee reserves the right to adjust the number of Vested PSUs to reflect extraordinary transactions that impact EPS and/or TSR or TSR rank in its sole discretion. Subject to any such adjustment, no Target PSUs will be considered Vested PSUs if the Company’s cumulative EPS during the Performance Period is less than $9.09. Participant must remain continuously employed by the Company or any of its Subsidiaries through January 2 of the calendar year following the end of the Performance Period to be eligible to fully vest in and receive any payment of the Vested PSUs. In the case of death, Disability or Retirement, Target PSUs will be prorated to reflect final performance for the period as well as the period of employment.
2

Vesting Charts For purposes of this Grant Notice, the “Vested PSU Payout Percentage” shall be determined as provided below and shall be multiplied by the Target PSUs in determining the number of Vested PSUs. Linear interpolation shall be used to determine Vested PSUs earned between goal points listed in the charts below rounded to the nearest whole number of PSUs.

First, the Committee shall determine what the EPS PSU Payout Percentage would be as set forth in the following chart:

EPS PSU Payout Percentage    EPS Goals
Three-year (2024 - 2026)
Cumulative EPS
Maximum (200%)    $14.17 and above
Target (100%)     $11.81
Threshold (20%)    $9.09
0%     Below $9.09

Second, the Committee shall determine the TSR Modifier by determining the Company’s and the members of the Peer Group’s respective TSRs for the Performance Period and ranking the Company against the Peer Group as set forth in the following chart:

Company TSR Rank    TSR Modifier
1    20%
2    15%
3    10%
4    5%
5    -
6    (5)%
7    (10)%
8    (15)%
9    (20)%

The Peer Group shall initially consist of ADM, Bunge, GPRE, Rex Americas, Darling, Alto, Nutrien, and Mosaic. In the event any member of the Peer Group ceases to be publicly traded during the Performance Period or the Committee otherwise determines that a member is no longer appropriate for inclusion in the Peer Group due to a change in circumstances, the Committee may adjust the Peer Group in its discretion, including, but not limited to, reducing its size, replacement a member or extrapolating performance.

“TSR” for the Company and the members of the Peer Group shall mean (i) the sum of (x) the average stock price at the end of the Performance Period plus (y) the value of all dividends paid during the Performance Period if those dividends had been reinvested in additional shares of stock on the date of payment, divided by (ii) the average stock price at the beginning of the Performance Period.

Third, the Committee shall multiply the EPS PSU Payout Percentage by the TSR Modifier to determine the Vested PSU Payout Percentage.
3


By his or her signature and the Company’s signature below, Participant agrees to be bound by the provisions of the Plan, the Terms and Conditions, and this Grant Notice. Participant has reviewed the Plan, the Terms and Conditions and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, the Terms and Conditions, and this Grant Notice. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, the Terms and Conditions, and this Grant Notice. Participant hereby acknowledges receipt of a copy of the Plan and the Terms and Conditions and that Participant has read the Plan, the Terms and Conditions and this Grant Notice carefully and fully understands their contents.

THE ANDERSONS, INC.:     Holder:
 PARTICIPANT:
      By:   Name:                                        #Signature#
      Name:   Date:                                                           #AcceptanceDate#
       Title:                                                 Corporate Human Resources   
      Address:
1947 Briarfield Blvd.
Maumee, OH 43537
  
4

EXHIBIT A
TO EPS/TSR MODIFIER PERFORMANCE SHARE UNIT GRANT NOTICE
TERMS AND CONDITIONS TO THE EPS/TSR MODIFIER PERFORMANCE SHARE UNIT GRANT NOTICE
PURSUANT TO THE
THE ANDERSONS, INC. AMENDED AND RESTATED 2019 LONG-TERM INCENTIVE COMPENSATION PLAN
    Pursuant to The Andersons, Inc. Amended and Restated 2019 Long-Term Incentive Compensation Plan, as amended from time to time (the “Plan”), and the EPS/TSR Modifier Performance Share Unit Grant Notice (the “Grant Notice”), “Participant,” as identified in the Grant Notice, has been granted that number of PSUs set forth in the Grant Notice (the “PSUs”). By execution of the Grant Notice, Participant has acknowledged and agreed that the PSUs, and the number of Shares ultimately awarded thereto, are subject to the terms and conditions set forth herein (the “Terms”).
WHEREAS, it has been determined that it would be in the best interests of the Company to grant the PSUs to Participant.
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:
1.Incorporation By Reference; Plan Document Receipt. The Terms are subject in all respects to the provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the Terms provided herein), all of which provisions are made a part of and incorporated herein as if they were each expressly set forth herein. Any capitalized term not defined herein shall have the same meaning as is ascribed thereto in the Plan. In the event of any conflict between these Terms, the Plan or the Grant Notice that is not specifically resolved by the express terms of the Terms or the Grant Notice, the Plan shall control.
2.Grant of Performance Stock Units. The Company hereby grants to Participant, as of the Grant Date specified in the Grant Notice, the number of PSUs specified in the Grant Notice, with the actual number of shares of Common Stock to be issued pursuant to the Grant Notice contingent upon satisfaction of the vesting and performance conditions described in the Grant Notice, subject to Section 4. Except as otherwise provided by the Plan, Participant agrees and understands that nothing contained in these Terms provides, or is intended to provide, Participant with any protection against potential future dilution of Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the shares of Common Stock underlying the PSUs, except as otherwise specifically provided for in the Plan or these Terms.
3.Performance Goals and Vesting of PSUs. Subject to Article XI of the Plan, the Performance Period and Vesting Schedule for the PSUs shall be set forth in the Grant Notice.
A-1

4.Certain Terminations Prior to Vesting. Participant’s right to vest in any of the PSUs shall terminate in full and be immediately forfeited upon Participant’s Termination for any reason; provided that, in the event of Participant’s Termination due to Participant’s death, Disability or Retirement (each, a “Special Termination”), Participant’s number of PSUs shall be adjusted by multiplying the number of Target PSUs by a fraction, the numerator of which is the number of months of service (rounded to the nearest whole month) from the first month of the performance period through the date of such Special Termination, and the denominator of which is the total number of months in the Performance Period. Such adjusted number of Target PSUs shall remain outstanding and eligible to become Vested PSUs subject to the level of satisfaction of the applicable Performance Goals, as determined in accordance with the Grant Notice.
5.Rights as a Stockholder. Participant shall have no rights as a stockholder (including having no right to vote or to receive dividends) with respect to the Common Stock subject to the PSUs prior to the date the Common Stock is delivered to Participant in accordance with Section 6 herein. Notwithstanding the foregoing, if any dividends or other distributions are paid with respect to the Common Stock of the Company while Participant holds the PSUs and prior to the time that the PSUs become vested in accordance with the Grant Notice, Participant shall be entitled to receive such dividends and other distributions attributable to the shares of Common Stock underlying the Vested PSUs in the form of additional shares of Common Stock upon settlement; provided that, the right to receive any such additional shares of Common Stock with respect to dividends or other distributions will be subject to the same vesting requirements and settlement terms as the underlying PSUs. The amount of such additional shares of Common Stock will be determined by multiplying (a) the total amount of dividends actually paid on a share of Common Stock prior to the date that the Vested PSUs are settled in accordance with these Terms, by (b) the number of Vested PSUs, and then dividing such total by the Fair Market Value of the Common Stock on the last day of the Performance Period, as determined by the Committee.
6.Payment of Vested PSUs. Vested PSUs, rounded to the nearest whole share, shall be delivered to Participant in the form of an equal number of shares of Common Stock, together any additional shares deliverable pursuant to Section 5 hereof, rounded to the nearest whole unit. Vested PSUs will be paid as soon as practicable after vesting (but in no event later than two and a half (2 ½) months following the end of the year in which vesting occurs). Prior to actual payment of any Vested PSUs, such PSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Provided, however, that pursuant to the Plan, the Committee may settle PSUs in another form, such as in cash, at its discretion. PSUs that do not become Vested PSUs shall be immediately forfeited and Participant shall have no further rights thereto.
7.Change in Control Prior to Vesting. Participant’s right to vest in any PSUs following a Change in Control shall depend on (i) whether the PSUs are assumed, converted or replaced by the continuing entity, and (ii) the timing of the Change in Control within the Performance Period, in each case as follows:
A-2

(a)In the event the PSUs are not assumed, converted, or replaced by the continuing entity following the Change in Control (as determined by the Committee), the number of Target PSUs shall immediately become Vested PSUs.
(b)In the event that the PSUs are assumed, converted, or replaced by the continuing entity following the Change in Control (as determined by the Committee), the number of Target PSUs that become Vested PSUs shall be determined following the conclusion of the Performance Period in accordance with the level at which the Performance Goals are satisfied, determined in accordance with the Grant Notice, with appropriate adjustments to reflect the nature of the Change in Control, and subject to Participant’s continued employment through the last day of the Performance Period.
(c)Notwithstanding the foregoing, in the event of a Qualifying Termination (as defined below) of Participant that occurs within three (3) months prior to or twenty-four (24) months following the Change a Control and prior to the end of the Performance Period, Participant’s PSUs shall not expire immediately upon such Termination and instead the number of Target PSUs shall become Vested PSUs immediately upon the date of the Qualifying Termination (or, if later, the date of such Change in Control), as applicable, provided, however that Participant must execute and not revoke a general release of claims against the Company in a form reasonably satisfactory to the Committee within forty-five (45) days following such Qualifying Termination or, if later, by the date of the Change in Control. For the avoidance of doubt, in the event a Change in Control has not occurred prior to the Qualifying Termination and does not occur within twenty-four (24) months following a Qualifying Termination, any unvested PSUs outstanding at such time shall immediately expire. For purposes of this Section, “Qualifying Termination” means Participant’s Termination by the Company or a Subsidiary, other than for Cause and other than due to Participant’s explicit request, death or Disability.
8.Entire Agreement; Amendment. These Terms, together with the Grant Notice, the Plan and any severance or change in control agreement, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend these Terms from time to time in accordance with and as provided in the Plan. These Terms may also be modified or amended by a writing signed by both the Company and Participant. The Company shall give written notice to Participant of any such modification or amendment of these Terms as soon as practicable after the adoption thereof.
9.Notices. Any notice hereunder by Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel, the Director of Corporate Human Resources, or any other administrative agent designated by the Committee. Any notice hereunder by the Company shall be given to Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as Participant may have on file with the Company.
10.Acceptance. Participant may forfeit the PSUs if Participant does not execute the Grant Notice (which, for the avoidance of doubt, accepts and acknowledges these Terms) within a period of 30 days from the date that Participant receives the Grant Notice (or such earlier period as the Committee shall provide).
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11.No Right to Service. Nothing in these Terms shall interfere with or limit in any way the right of the Company or its Subsidiaries to terminate Participant’s service at any time, for any reason and with or without Cause.
12.Transfer of Personal Data. Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the PSUs awarded under the Grant Notice for legitimate business purposes. This authorization and consent is freely given by Participant.
13.Compliance with Laws. The grant of PSUs and the issuance of shares of Common Stock pursuant to the Grant Notice shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law, rule regulation or exchange requirement applicable thereto. The Company shall not be obligated to issue the PSUs or any shares pursuant to the Grant Notice or these Terms if any such issuance would violate any such requirements. As a condition to the settlement of the PSUs, the Company may require Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation.
14.Section 409A. The Grant Notice and these Terms and the grant of Awards thereunder are intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided pursuant to the Grant Notice and these Terms comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.
15.Binding Agreement; Assignment. These Terms shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. Participant shall not assign (except in accordance with the Plan) any part of the Grant Notice or these Terms without the prior express written consent of the Company.
16.Headings. The titles and headings of the various sections of these Terms have been inserted for convenience of reference only and shall not be deemed to be a part of these Terms or the Grant Notice.
17.Counterparts. The Grant Notice and these Terms may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.
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18.Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of the Grant Notice, these Terms and the Plan and the consummation of the transactions contemplated thereunder.
19.Severability. The invalidity or unenforceability of any provisions of these Terms in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of the Terms in such jurisdiction or the validity, legality or enforceability of any provision of these Terms in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.
20.Acquired Rights. Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time subject to the limitations contained in the Plan or these Terms; (b) the grant of PSUs made under the Grant Notice is completely independent of any other award or grant and is made at the sole discretion of the Company; and (c) no past grants or awards (including, without limitation, the PSUs granted under the Grant Notice) give Participant any right to any grants or awards in the future whatsoever.


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EX-31.1 3 exhibit311q12024.htm EX-31.1 Document

Exhibit 31.1
Certifications
I, Patrick E. Bowe, certify that:
1. I have reviewed this report on Form 10-Q of The Andersons, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 8, 2024
 
/s/ Patrick E. Bowe
Patrick E. Bowe
Chief Executive Officer

EX-31.2 4 exhibit312q12024.htm EX-31.2 Document

Exhibit 31.2
Certifications
I, Brian A. Valentine, certify that:
1. I have reviewed this report on Form 10-Q of The Andersons, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 8, 2024
 
/s/ Brian A. Valentine
Brian A. Valentine
Executive Vice President and Chief Financial Officer

EX-32.1 5 exhibit321q12024.htm EX-32.1 Document

Exhibit 32.1
The Andersons, Inc.
Certifications Pursuant to 18 U.S.C. Section 1350
In connection with the Quarterly Report of The Andersons, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to such officer’s knowledge:
(1)The Report fully complies with the requirements of 13(a) or 15(d) of the Securities Exchange Act of 1934, and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

May 8, 2024
/s/ Patrick E. Bowe
Patrick E. Bowe
Chief Executive Officer
/s/ Brian A. Valentine
Brian A. Valentine
Executive Vice President and Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to The Andersons, Inc. and will be retained by The Andersons, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.