Andersons, Inc. - Quarter Report: 2019 September (Form 10-Q)

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 September 30, 2019



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-20557

THE ANDERSONS, INC.

(Exact name of the registrant as specified in its charter)



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 and posted 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 approximately 32.6 million common shares outstanding at October 25, 2019.

Table of Contents

THE ANDERSONS, INC.

INDEX



	Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets – September 30, 2019, December 31, 2018 and September 30, 2018	3
Condensed Consolidated Statements of Operations – Three and Nine months ended September 30, 2019 and 2018	5
Condensed Consolidated Statements of Comprehensive Income (Loss) – Three and Nine months ended September 30, 2019 and 2018	6
Condensed Consolidated Statements of Cash Flows – Nine months ended September 30, 2019 and 2018	7
Condensed Consolidated Statements of Equity – Three and Nine months ended September 30, 2019 and 2018	8
Notes to Condensed Consolidated Financial Statements	10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3. Quantitative and Qualitative Disclosures about Market Risk	47
Item 4. Controls and Procedures	47
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	48
Item 1A. Risk Factors	48
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	48
Item 4. Mine Safety Disclosure	48
Item 6. Exhibits	49

Table of Contents

Part I. Financial Information

Item 1. Financial Statements

The Andersons, Inc. Condensed Consolidated Balance Sheets (Unaudited)(In thousands)

	September 30, 2019		December 31, 2018		September 30, 2018
Assets
Current assets:
Cash, cash equivalents and restricted cash	$	21,299	$	22,593	$	16,820
Accounts receivable, net	523,110		207,285		206,380
Inventories (Note 2)	741,086		690,804		490,331
Commodity derivative assets – current (Note 5)	120,510		51,421		76,861
Assets held for sale	573		392		29,527
Other current assets	82,197		50,703		58,374
Total current assets	1,488,775		1,023,198		878,293
Other assets:
Commodity derivative assets – noncurrent (Note 5)	1,943		480		766
Goodwill	135,872		6,024		6,024
Other intangible assets, net	181,100		99,138		100,730
Right of use assets, net	70,773		—		—
Equity method investments	117,348		242,326		240,350
Other assets, net	19,499		22,341		26,174
Total other assets	526,535		370,309		374,044
Rail Group assets leased to others, net (Note 3)	565,746		521,785		464,776
Property, plant and equipment, net (Note 3)	703,396		476,711		434,505
Total assets	$	3,284,452	$	2,392,003	$	2,151,618

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The Andersons, Inc. Condensed Consolidated Balance Sheets (continued) (Unaudited)(In thousands)

	September 30, 2019			December 31, 2018			September 30, 2018
Liabilities and equity
Current liabilities:
Short-term debt (Note 4)	$	138,249		$	205,000		$	132,000
Trade and other payables	594,708			462,535			344,406
Customer prepayments and deferred revenue	35,274			32,533			38,242
Commodity derivative liabilities – current (Note 5)	67,606			32,647			91,403
Accrued expenses and other current liabilities	162,749			79,046			68,925
Current maturities of long-term debt (Note 4)	66,899			21,589			15,677
Total current liabilities	1,065,485			833,350			690,653
Long-term lease liabilities	47,299			—			—
Commodity derivative liabilities – noncurrent (Note 5)	1,960			889			2,548
Employee benefit plan obligations	21,311			22,542			25,356
Long-term debt, less current maturities (Note 4)	968,117			496,187			437,280
Deferred income taxes	128,003			130,087			122,523
Other long-term liabilities	40,927			32,184			30,615
Total liabilities	2,273,102			1,515,239			1,308,975
Commitments and contingencies (Note 15)
Shareholders’ equity:
Common shares, without par value (63,000 shares authorized; 33,336 shares issued at 9/30/2019, 29,430 shares issued at 12/31/2018 and 9/30/2018)	137			96			96
Preferred shares, without par value (1,000 shares authorized; none issued)	—			—			—
Additional paid-in-capital	335,916			224,396			222,368
Treasury shares, at cost (213, 936 and 943 shares at 9/30/2019, 12/31/2018 and 9/30/2018, respectively)	(7,582		)	(35,300		)	(35,039		)
Accumulated other comprehensive loss	(7,620		)	(6,387		)	(4,364		)
Retained earnings	641,607			647,517			628,676
Total shareholders’ equity of The Andersons, Inc.	962,458			830,322			811,737
Noncontrolling interests	48,892			46,442			30,906
Total equity	1,011,350			876,764			842,643
Total liabilities and equity	$	3,284,452		$	2,392,003		$	2,151,618

See Notes to Condensed Consolidated Financial Statements

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The Andersons, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)(In thousands, except per share data)



	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
Sales and merchandising revenues	$	1,982,755		$	685,579		$	6,284,588		$	2,232,720
Cost of sales and merchandising revenues	1,873,614			631,715			5,905,055			2,024,677
Gross profit	109,141			53,864			379,533			208,043
Operating, administrative and general expenses	107,118			65,986			327,385			190,096
Asset impairment	—			—			3,081			6,272
Interest expense	13,975			5,176			45,613			20,000
Other income:
Equity in earnings (loss) of affiliates, net	(3,728		)	7,225			(2,367		)	20,601
Other income (loss), net	2,598			6,434			6,649			10,949
Income (loss) before income taxes	(13,082		)	(3,639		)	7,736			23,225
Income tax provision (benefit)	(7,212		)	(1,764		)	(1,657		)	5,668
Net income (loss)	(5,870		)	(1,875		)	9,393			17,557
Net income (loss) attributable to the noncontrolling interests	(1,633		)	223			(2,265		)	(175		)
Net income (loss) attributable to The Andersons, Inc.	$	(4,237	)	$	(2,098	)	$	11,658		$	17,732
Per common share:
Basic earnings (loss) attributable to The Andersons, Inc. common shareholders	$	(0.13	)	$	(0.07	)	$	0.36		$	0.63
Diluted earnings (loss) attributable to The Andersons, Inc. common shareholders	$	(0.13	)	$	(0.07	)	$	0.35		$	0.62

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 September 30,						Nine months ended September 30,
	2019			2018			2019			2018
Net income (loss)	$	(5,870	)	$	(1,875	)	$	9,393		$	17,557
Other comprehensive income (loss), net of tax:
Change in fair value of convertible preferred securities (net of income tax of $0 for all periods)	—			—			—			(87		)
Change in unrecognized actuarial loss and prior service cost (net of income tax expense (benefit) of $(43), $(38), $(337) and $(139))	(127		)	(129		)	(981		)	(467		)
Cash flow hedge activity (net of income tax of $(946), $40, $(4,121) and $56)	(2,852		)	119			(12,426		)	170
Foreign currency translation adjustments (net of income tax of $0 for all periods)	1,600			993			12,174			(1,280		)
Other comprehensive income (loss)	(1,379		)	983			(1,233		)	(1,664		)
Comprehensive income (loss)	(7,249		)	(892		)	8,160			15,893
Comprehensive income (loss) attributable to the noncontrolling interests	(1,633		)	223			(2,265		)	(175		)
Comprehensive income (loss) attributable to The Andersons, Inc.	$	(5,616	)	$	(1,115	)	$	10,425		$	16,068

See Notes to Condensed Consolidated Financial Statements

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The Andersons, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)(In thousands)



	Nine months ended September 30,
	2019			2018
Operating Activities
Net income (loss)	$	9,393		$	17,557
Adjustments to reconcile net income (loss) to cash used in operating activities:
Depreciation and amortization	98,396			67,960
Bad debt expense (recovery)	3,615			(436		)
Equity in (earnings) losses of affiliates, net of dividends	2,894			(18,390		)
Gains on sales of Rail Group assets and related leases	(1,515		)	(5,911		)
Loss (gain) on sales of assets	101			(4,181		)
Stock-based compensation expense	11,637			4,898
Deferred federal income tax	(11,671		)	—
Asset impairment	3,081			6,272
Other	3,637			(2,626		)
Changes in operating assets and liabilities:
Accounts receivable	4,879			(20,853		)
Inventories	405,620			156,375
Commodity derivatives	29,942			18,080
Other assets	18,782			127
Payables and other accrued expenses	(259,166		)	(190,042		)
Net cash provided by (used in) operating activities	319,625			28,830
Investing Activities
Acquisition of business, net of cash acquired	(149,622		)	—
Purchases of Rail Group assets	(68,441		)	(108,054		)
Proceeds from sale of Rail Group assets	9,182			47,644
Purchases of property, plant and equipment and capitalized software	(125,351		)	(86,694		)
Proceeds from sale of assets	851			42,307
Purchase of investments	(1,490		)	(11,086		)
Net cash provided by (used in) investing activities	(334,871		)	(115,883		)
Financing Activities
Net change in short-term borrowings	(286,462		)	110,000
Proceeds from issuance of long-term debt	811,698			57,000
Payments of long-term debt	(493,886		)	(112,995		)
Proceeds from noncontrolling interest owner	4,714			31,115
Payments of debt issuance costs	(5,649		)	(1,446		)
Dividends paid	(16,571		)	(13,976		)
Other	(1,587		)	(744		)
Net cash provided by (used in) financing activities	12,257			68,954
Effect of exchange rates on cash, cash equivalents and restricted cash	1,695			—
Increase (Decrease) in cash, cash equivalents and restricted cash	(1,294		)	(18,099		)
Cash, cash equivalents and restricted cash at beginning of period	22,593			34,919
Cash, cash equivalents and restricted cash at end of period	$	21,299		$	16,820

See Notes to Condensed Consolidated Financial Statements

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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 (Loss)			Retained Earnings			Noncontrolling Interests			Total
Balance at June 30, 2018	$	96	$	223,259		$	(35,561	)	$	(5,347	)	$	635,438		$	29,105		$	846,990
Net income (loss)												(2,098		)	223			(1,875		)
Other comprehensive income (loss)									983									983
Cash received from (paid to) noncontrolling interest			(2,268		)										1,578			(690		)
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $0 (14 shares)			1,377			522												1,899
Dividends declared ($0.165 per common share)												(4,664		)				(4,664		)
Balance at September 30, 2018	$	96	$	222,368		$	(35,039	)	$	(4,364	)	$	628,676		$	30,906		$	842,643

Balance at June 30, 2019	$	137	$	331,186		$	(6,449	)	$	(6,241	)	$	651,481		$	50,525		$	1,020,639
Net income (loss)												(4,237		)	(1,633		)	(5,870		)
Other comprehensive income (loss)									(1,405		)							(1,405		)
Amounts reclassified from accumulated other comprehensive loss									26									26
Cash received from (paid to) noncontrolling interest			164															164
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $0 (41 shares)			4,566			(1,223		)										3,343
Dividends declared ($0.17 per common share)												(5,547		)				(5,547		)
Restricted share award dividend equivalents						90						(90		)				—
Balance at September 30, 2019	$	137	$	335,916		$	(7,582	)	$	(7,620	)	$	641,607		$	48,892		$	1,011,350

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	Nine Months Ended
	Common Shares		Additional Paid-in Capital			Treasury Shares			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Noncontrolling Interests			Total
Balance at December 31, 2017	$	96	$	224,622		$	(40,312	)	$	(2,700	)	$	633,496		$	7,697		$	822,899
Net income (loss)												17,732			(175		)	17,557
Other comprehensive income (loss)									(1,664		)							(1,664		)
Cash received from (paid to) noncontrolling interest			(2,268		)										23,384			21,116
Adoption of accounting standard, net of income tax of $2,869												(8,441		)				(8,441		)
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $0 (134 shares)			14			5,153												5,167
Dividends declared ($0.495 per common share)												(13,991		)				(13,991		)
Restricted share award dividend equivalents						120						(120		)				—
Balance at September 30, 2018	$	96	$	222,368		$	(35,039	)	$	(4,364	)	$	628,676		$	30,906		$	842,643

Balance at December 31, 2018	$	96	$	224,396		$	(35,300	)	$	(6,387	)	$	647,517		$	46,442		$	876,764
Net income (loss)												11,658			(2,265		)	9,393
Other comprehensive income (loss)									(12,719		)							(12,719		)
Amounts reclassified from accumulated other comprehensive loss									11,486									11,486
Cash received from (paid to) noncontrolling interest			164												4,715			4,879
Adoption of accounting standard, net of income tax of ($237)												(711		)				(711		)
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $0 (723 shares)			(16,452		)	27,475												11,023
Dividends declared ($0.51 per common share)												(16,606		)				(16,606		)
Stock awards granted due to acquisition	41		127,800															127,841
Restricted share award dividend equivalents			8			243						(251		)				—
Balance at September 30, 2019	$	137	$	335,916		$	(7,582	)	$	(7,620	)	$	641,607		$	48,892		$	1,011,350

See Notes to Condensed Consolidated Financial Statements

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The Andersons, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Basis of Presentation and Consolidation

These Condensed Consolidated Financial Statements include the accounts of The Andersons, Inc. and its wholly owned and controlled subsidiaries (the “Company”). 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, 2019. An unaudited Condensed Consolidated Balance Sheet as of September 30, 2018 has been included as the Company operates in several seasonal industries.

The Condensed Consolidated Balance Sheet data at December 31, 2018 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, 2018 (the “2018 Form 10-K”).

The Company had restricted cash of $9.0 million as of September 30, 2019. This restricted cash balance was related to posting collateral for the release of a mortgage on one of the Company's ethanol assets to be contributed into The Andersons Marathon Holdings LLC. The restricted cash is scheduled to be released from escrow in the fourth quarter after the successful completion of the merger and related credit facility. The Company had no restricted cash balances as of December 31, 2018 or September 30, 2018.

New Accounting Standards

Leasing

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") (No. 2016-02, Leases (ASC 842). The FASB issued subsequent amendments to the initial guidance in July 2018 with ASU 2018-10 and in August 2018 with ASU 2018-11. ASC 842 supersedes the current accounting for leases. The new standard, while retaining two distinct types of leases, finance and operating, (i) requires lessees to record a right of use asset and a related liability for the rights and obligations associated with a lease, regardless of lease classification, and recognize lease expense in a manner similar to current accounting, (ii) eliminates current real estate specific lease provisions, (iii) modifies the lease classification criteria and (iv) aligns many of the underlying lessor model principles with those in the new revenue standard. Effective January 1, 2019, the Company adopted the standard using the Comparative Under ASC 840 method, which requires lease assets and liabilities to be recognized in the 2019 balance sheet and statement of equity and forgo the comparative reporting requirements under the modified retrospective transition method. The Company also made an accounting policy election to keep short-term leases less than twelve months off the balance sheet for all classes of underlying assets, as well as elected to use the practical expedient that allows the combination of lease and non-lease contract components in all of its underlying asset categories. In addition, the Company elected to apply the package of practical expedients that allows entities to forego reassessing at the transition date: (1) whether any expired or existing contracts are or contain leases; (2) lease classification for any expired or existing leases; and (3) whether unamortized initial direct costs for existing leases meet the definition of initial direct costs under the new guidance. See Note 14 for additional information.

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Other applicable standards

In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. This ASU reduces the complexity of accounting for costs of implementing a cloud computing service arrangement. This standard aligns the accounting for implementation costs of hosting arrangements, regardless of whether they convey a license to the hosted software. The guidance is effective for fiscal years beginning after December 15, 2019. We have evaluated the impact of this new standard on our consolidated financial statements noting it is not material. Early adoption is permitted, but the Company does not plan to do so.

In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows companies to reclassify stranded income tax effects resulting from the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings in their consolidated financial statements. The Company adopted this standard in the current year which did not have a material impact on its financial statements or disclosures.

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. The FASB issued subsequent amendments to the initial guidance in November 2018, April 2019 and May 2019 with ASU 2018-19, ASU 2019-04 and ASU 2019-05, respectively. This update changes the accounting for credit losses on loans and held-to-maturity debt securities and requires a current expected credit loss (CECL) approach to determine the allowance for credit losses. This includes allowances for trade receivables. We have evaluated the impact of this new standard on our consolidated financial statements noting it is not expected to be material. The guidance is effective for fiscal years beginning after December 15, 2019 with a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. Early adoption is permitted, but the Company does not plan to do so.

2. Inventories

Major classes of inventories are as follows:



(in thousands)	September 30, 2019		December 31, 2018		September 30, 2018
Grain and other agricultural products	$	560,626	$	527,471	$	324,232
Frac sand and propane	14,592		—		—
Ethanol and co-products	26,218		11,918		15,419
Plant nutrients and cob products	133,839		145,693		145,363
Railcar repair parts	5,811		5,722		5,317
Total Inventories	$	741,086	$	690,804	$	490,331

Inventories on the Condensed Consolidated Balance Sheets at September 30, 2019, do not include 2.7 million bushels of grain held in storage for others. Grain inventories held in storage for others were de minimis as of December 31, 2018 and September 30, 2018. The Company does not have title to the grain and is only liable for any deficiencies in grade or shortage of quantity that may arise during the storage period. Management has not experienced historical losses on any deficiencies and does not anticipate material losses in the future.

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3. Property, Plant and Equipment

The components of Property, plant and equipment, net are as follows:



(in thousands)	September 30, 2019		December 31, 2018		September 30, 2018
Land	$	39,393	$	29,739	$	29,545
Land improvements and leasehold improvements	95,720		68,826		68,859
Buildings and storage facilities	354,625		284,998		282,826
Machinery and equipment	608,831		393,640		380,109
Construction in progress	54,163		102,394		65,539
	1,152,732		879,597		826,878
Less: accumulated depreciation	449,336		402,886		392,373
Property, plant and equipment, net	$	703,396	$	476,711	$	434,505

Depreciation expense on property, plant and equipment was $51.0 million and $34.7 million for the nine months ended September 30, 2019 and 2018, respectively. Additionally, depreciation expense on property, plant and equipment was $18.3 million and $11.5 million for the three months ended September 30, 2019 and 2018, respectively.

In the second quarter of 2019, the Company recorded a $3.1 million impairment charge related to its remaining Tennessee facilities in the Trade group. The Company wrote down the value of these assets to the extent their carrying values exceeded their fair value. The Company classified the significant assumptions used to determine the fair value of the impaired assets as Level 3 inputs in the fair value hierarchy. In June 2018, the Company recorded charges totaling $1.6 million for impairment of property, plant and equipment in the Trade segment related to assets that were reclassified as assets held for sale at June 30, 2018 and were sold in the third quarter of 2018.

Rail Group Assets

The components of Rail Group assets leased to others are as follows:



(in thousands)	September 30, 2019		December 31, 2018		September 30, 2018
Rail Group assets leased to others	$	699,972	$	640,349	$	576,622
Less: accumulated depreciation	134,226		118,564		111,846
Rail Group assets, net	$	565,746	$	521,785	$	464,776

Depreciation expense on Rail Group assets leased to others amounted to $21.1 million and $18.4 million for the nine months ended September 30, 2019 and 2018, respectively. Additionally, depreciation expense on Rail Group assets leased to others amounted to $7.4 million and $6.1 million for the three months ended September 30, 2019 and 2018, respectively.

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4. Debt

Short-term and long-term debt at September 30, 2019, December 31, 2018 and September 30, 2018 consisted of the following:



(in thousands)	September 30, 2019		December 31, 2018		September 30, 2018
Short-term Debt – Non-Recourse (a)	$	35,278	$	—	$	—
Short-term Debt – Recourse	102,971		205,000		132,000
Total Short-term Debt	$	138,249	$	205,000	$	132,000

Current Maturities of Long-term Debt – Non-Recourse (b)	$	9,835	$	4,842	$	3,772
Current Maturities of Long-term Debt – Recourse (c)	39,733		16,747		11,905
Finance lease liability (d)	17,331		—		—
Total Current Maturities of Long-term Debt	$	66,899	$	21,589	$	15,677

Long-term Debt, Less: Current Maturities – Non-Recourse (b)	$	242,895	$	146,353	$	77,114
Long-term Debt, Less: Current Maturities – Recourse (c)	703,297		349,834		360,166
Finance lease liability (d)	21,925		—		—
Total Long-term Debt, Less: Current Maturities	$	968,117	$	496,187	$	437,280

(a) In conjunction with the Lansing Trade Group ("LTG") acquisition, the Company assumed a revolving line of credit and a term loan with a syndicate of banks, which are non-recourse to the Company. The credit agreement provides the Company with a maximum availability of $181.2 million and had $146.0 million available for borrowing on this line of credit as of September 30, 2019. Any borrowings under the line of credit bear interest at variable rates, which are based on LIBOR or Bankers’ Acceptances plus an applicable spread. The maturity date for the revolving line of credit is June 26, 2023.

(b) In conjunction with the LTG acquisition, the Company also assumed a term loan with a syndicate of banks. The term loan had a balance of $32.9 million at September 30, 2019. Interest rates for the term loans were 4.45% as of September 30, 2019 and are based on LIBOR plus an applicable spread. Payments of $0.6 million are made on a quarterly basis.

(c) On January 11, 2019 the Company entered into a 5-year term loan in the amount of $250 million and a 7-year term loan of $250 million. A portion of the term loans were used to pay down debt assumed in the LTG acquisition. Interest rates are based on LIBOR plus an applicable spread. At September 30, 2019, the interest rates for the 5-year and 7-year term loan were 3.77% and 4.02%, respectively. Payments on the term loans will be made on a quarterly basis.

(d) See Note 14, Leases, for additional information. September 30, 2019 balances include the former build-to-suit lease that was reclassed from other current liabilities and other long-term liabilities as a result of the adoption of ASC 842.

The total borrowing capacity of the Company's lines of credit at September 30, 2019 was $1,628.7 million of which the Company had a total of $1,207.7 million available for borrowing under its lines of credit. The Company's borrowing capacity is reduced by a combination of outstanding borrowings and letters of credit. The Company is in compliance with all financial covenants as of September 30, 2019.

5. Derivatives

The Company’s operating results are affected by changes to commodity prices. The Trade and Ethanol businesses have established “unhedged” position limits (the amount of a commodity, either owned or contracted for, that does not have an offsetting derivative contract to lock in the price). 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.

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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 grain 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.

The following table presents at September 30, 2019, December 31, 2018 and September 30, 2018, 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 current or noncurrent commodity derivative assets (or liabilities) on the Condensed Consolidated Balance Sheets:



	September 30, 2019				December 31, 2018				September 30, 2018
(in thousands)	Net derivative asset position		Net derivative liability position		Net derivative asset position		Net derivative liability position		Net derivative asset position		Net derivative liability position
Collateral paid (received)	$	23,997	$	—	$	14,944	$	—	$	14,942	$	—
Fair value of derivatives	10,199		—		22,285		—		36,653		—
Balance at end of period	$	34,196	$	—	$	37,229	$	—	$	51,595	$	—

The following table presents, on a gross basis, current and noncurrent commodity derivative assets and liabilities:



	September 30, 2019
(in thousands)	Commodity Derivative Assets - Current			Commodity Derivative Assets - Noncurrent			Commodity Derivative Liabilities - Current			Commodity Derivative Liabilities - Noncurrent			Total
Commodity derivative assets	$	122,462		$	1,951		$	5,715		$	67		$	130,195
Commodity derivative liabilities	(29,566		)	(8		)	(69,704		)	(2,027		)	(101,305		)
Cash collateral paid (received)	27,614			—			(3,617		)	—			23,997
Balance sheet line item totals	$	120,510		$	1,943		$	(67,606	)	$	(1,960	)	$	52,887

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	December 31, 2018
(in thousands)	Commodity Derivative Assets - Current			Commodity Derivative Assets - Noncurrent			Commodity Derivative Liabilities - Current			Commodity Derivative Liabilities - Noncurrent			Total
Commodity derivative assets	$	43,463		$	484		$	706		$	5		$	44,658
Commodity derivative liabilities	(6,986		)	(4		)	(33,353		)	(894		)	(41,237		)
Cash collateral (received)	14,944			—			—			—			14,944
Balance sheet line item totals	$	51,421		$	480		$	(32,647	)	$	(889	)	$	18,365



	September 30, 2018
(in thousands)	Commodity Derivative Assets - Current			Commodity Derivative Assets - Noncurrent			Commodity Derivative Liabilities - Current			Commodity Derivative Liabilities - Noncurrent			Total
Commodity derivative assets	$	69,957		$	767		$	731		$	38		$	71,493
Commodity derivative liabilities	(8,038		)	(1		)	(92,134		)	(2,586		)	(102,759		)
Cash collateral (received)	14,942			—			—			—			14,942
Balance sheet line item totals	$	76,861		$	766		$	(91,403	)	$	(2,548	)	$	(16,324	)

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 item in which they are located for the three and nine months ended September 30, 2019 and 2018 are as follows:



	Three months ended September 30,						Nine months ended September 30,
(in thousands)	2019			2018			2019		2018
Gains (losses) on commodity derivatives included in cost of sales and merchandising revenues	$	(27,586	)	$	(51,059	)	$	25,469	$	(30,451	)

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The Company had the following volume of commodity derivative contracts outstanding (on a gross basis) at September 30, 2019, December 31, 2018 and September 30, 2018:



	September 30, 2019
Commodity (in thousands)	Number of Bushels	Number of Gallons	Number of Pounds	Number of Tons
Non-exchange traded:
Corn	653,757	—	—	—
Soybeans	46,895	—	—	—
Wheat	90,598	—	—	—
Oats	36,365	—	—	—
Ethanol	—	256,815	—	—
Corn oil	—	—	5,022	—
Other	15,196	6,150	363	3,178
Subtotal	842,811	262,965	5,385	3,178
Exchange traded:
Corn	280,890	—	—	—
Soybeans	58,980	—	—	—
Wheat	75,345	—	—	—
Oats	735	—	—	—
Ethanol	—	145,769	—	—
Propane	—	12,516	—	—
Other	—	3	—	289
Subtotal	415,950	158,288	—	289
Total	1,258,761	421,253	5,385	3,467



	December 31, 2018
Commodity (in thousands)	Number of Bushels	Number of Gallons	Number of Pounds	Number of Tons
Non-exchange traded:
Corn	250,408	—	—	—
Soybeans	22,463	—	—	—
Wheat	14,017	—	—	—
Oats	26,230	—	—	—
Ethanol	—	244,863	—	—
Corn oil	—	—	2,920	—
Other	494	2,000	—	66
Subtotal	313,612	246,863	2,920	66
Exchange traded:
Corn	130,585	—	—	—
Soybeans	26,985	—	—	—
Wheat	33,760	—	—	—
Oats	1,475	—	—	—
Ethanol	—	77,112	—	—
Subtotal	192,805	77,112	—	—
Total	506,417	323,975	2,920	66

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	September 30, 2018
Commodity (in thousands)	Number of Bushels	Number of Gallons	Number of Pounds	Number of Tons
Non-exchange traded:
Corn	277,774	—	—	—
Soybeans	45,755	—	—	—
Wheat	7,948	—	—	—
Oats	31,155	—	—	—
Ethanol	—	230,813	—	—
Corn oil	—	—	2,560	—
Other	—	1,000		115
Subtotal	362,632	231,813	2,560	115
Exchange traded:
Corn	123,250	—	—	—
Soybeans	31,855	—	—	—
Wheat	44,130	—	—	—
Oats	1,005	—	—	—
Ethanol	—	92,274	—	—
Subtotal	200,240	92,274	—	—
Total	562,872	324,087	2,560	115

Interest Rate and Other Derivatives

The Company’s objectives in 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 are recorded in Other Comprehensive Income (Loss) and subsequently reclassified into interest expense 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 as interest payments are made on the Company’s variable-rate debt.

At September 30, 2019, December 31, 2018 and September 30, 2018, the Company had recorded the following amounts for the fair value of the Company's other derivatives:



(in thousands)	September 30, 2019			December 31, 2018			September 30, 2018
Derivatives not designated as hedging instruments
Interest rate contracts included in Other long-term assets (Other long-term liabilities)	$	(1,261	)	$	(353	)	$	193
Foreign currency contracts included in Other current assets (Accrued expenses and other current liabilities)	$	115		$	(1,122	)	$	(737	)
Derivatives designated as hedging instruments
Interest rate contracts included in Other current assets (Accrued expenses and other current liabilities)	$	(2,981	)	$	—		$	—
Interest rate contracts included in Other long-term assets (Other long-term liabilities)	$	(13,649	)	$	(168	)	$	227

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The recording of derivatives gains and losses and the financial statement line in which they are located are as follows:



	Three months ended September 30,					Nine months ended September 30,
(in thousands)	2019			2018		2019			2018
Derivatives not designated as hedging instruments
Interest rate derivative gains (losses) included in Interest income (expense)	$	(36	)	$	521	$	(972	)	$	1,662
Foreign currency derivative gains (losses) included in Other income, net	$	(615	)	$	372	$	(684	)	$	(1,163	)
Derivatives designated as hedging instruments
Interest rate derivative gains (losses) included in Other Comprehensive Income (Loss)	$	(3,798	)	$	159	$	(16,547	)	$	226
Interest rate derivatives gains (losses) included in Interest income (expense)	$	(224	)	$	54	$	(243	)	$	126

Outstanding interest rate derivatives, as of September 30, 2019, are as follows:



Interest Rate Hedging Instrument		Year Entered	Year of Maturity	Initial Notional Amount (in millions)		Description	Interest Rate
Long-term
Swap		2014	2023	$	23.0	Interest rate component of debt - not accounted for as a hedge	1.9%
Collar		2016	2021	$	40.0	Interest rate component of debt - not accounted for as a hedge	3.5% to 4.8%
Swap	*	2017	2022	$	20.0	Interest rate component of debt - accounted for as a hedge	1.8%
Swap	*	2018	2023	$	10.0	Interest rate component of debt - accounted for as a hedge	2.6%
Swap	*	2018	2025	$	20.0	Interest rate component of debt - accounted for as a hedge	2.7%
Swap		2018	2021	$	40.0	Interest rate component of debt - accounted for as a hedge	2.6%
Swap		2019	2021	$	25.0	Interest rate component of debt - accounted for as a hedge	2.5%
Swap		2019	2021	$	50.0	Interest rate component of debt - accounted for as a hedge	2.5%
Swap		2019	2025	$	100.0	Interest rate component of debt - accounted for as a hedge	2.5%
Swap		2019	2025	$	50.0	Interest rate component of debt - accounted for as a hedge	2.5%
Swap		2019	2025	$	50.0	Interest rate component of debt - accounted for as a hedge	2.5%

* Acquired on 1/1/2019 in conjunction with the acquisition of LTG.

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6. Employee Benefit Plans

The following are components of the net periodic benefit cost for the pension and postretirement benefit plans maintained by the Company for the three and nine months ended September 30, 2019 and 2018:



	Pension Benefits
(in thousands)	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2019		2018		2019		2018
Interest cost	$	29	$	33	$	87	$	98
Recognized net actuarial loss	58		61		174		183
Benefit cost	$	87	$	94	$	261	$	281



	Postretirement Benefits
(in thousands)	Three months ended September 30,						Nine months ended September 30,
(in thousands)	2019			2018			2019			2018
Service cost	$	68		$	81		$	206		$	243
Interest cost	214			188			641			565
Amortization of prior service cost	(228		)	(227		)	(684		)	(683		)
Benefit cost	$	54		$	42		$	163		$	125

7. Revenue

Many of the Company’s revenues are generated from contracts that are outside the scope of ASC 606 and thus are accounted for under other accounting standards. Specifically, many of the Company's Trade and Ethanol sales contracts are derivatives under ASC 815, Derivatives and Hedging and the Rail Group's leasing revenue is accounted for under ASC 842, Leases. The breakdown of revenues between ASC 606 and other standards is as follows:



	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2019		2018		2019		2018
Revenues under ASC 606	$	273,945	$	156,394	$	1,083,383	$	706,927
Revenues under ASC 842	26,418		25,853		87,122		78,110
Revenues under ASC 815	1,682,392		503,332		5,114,083		1,447,683
Total Revenues	$	1,982,755	$	685,579	$	6,284,588	$	2,232,720

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

Disaggregation of revenue

The following tables disaggregate revenues under ASC 606 by major product/service line for the three and nine months ended September 30, 2019 and 2018, respectively:



	Three months ended September 30, 2019
(in thousands)	Trade		Ethanol		Plant Nutrient		Rail		Total
Specialty nutrients	$	9,840	$	—	$	35,182	$	—	$	45,022
Primary nutrients	4,610		—		66,733		—		71,343
Services	2,507		3,187		1,275		9,719		16,688
Products and co-products	48,158		34,655		—		—		82,813
Frac sand and propane	47,188		—		—		—		47,188
Other	2,159		163		6,256		2,313		10,891
Total	$	114,462	$	38,005	$	109,446	$	12,032	$	273,945

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	Three months ended September 30, 2018
(in thousands)	Trade		Ethanol		Plant Nutrient		Rail		Total
Specialty nutrients	$	—	$	—	$	36,856	$	—	$	36,856
Primary nutrients	—		—		60,460		—		60,460
Service	2,232		3,533		877		8,925		15,567
Co-products	—		29,282		—		—		29,282
Other	245		—		5,996		7,988		14,229
Total	$	2,477	$	32,815	$	104,189	$	16,913	$	156,394



	Nine months ended September 30, 2019
(in thousands)	Trade		Ethanol		Plant Nutrient		Rail		Total
Specialty nutrients	$	45,648	$	—	$	191,247	$	—	$	236,895
Primary nutrients	27,401		—		294,729		—		322,130
Service	11,077		10,170		3,133		28,944		53,324
Products and Co-products	166,859		88,170		—		—		255,029
Frac sand and propane	184,418		—		—		—		184,418
Other	5,860		198		19,439		6,090		31,587
Total	$	441,263	$	98,538	$	508,548	$	35,034	$	1,083,383



	Nine months ended September 30, 2018
(in thousands)	Trade		Ethanol		Plant Nutrient		Rail		Total
Specialty nutrients	$	—	$	—	$	206,215	$	—	$	206,215
Primary nutrients	—		—		313,967		—		313,967
Service	8,386		10,483		3,498		26,350		48,717
Co-products	—		88,390		—		—		88,390
Other	747		—		19,231		29,660		49,638
Total	$	9,133	$	98,873	$	542,911	$	56,010	$	706,927

Approximately 5% and 10% of revenues accounted for under ASC 606 during each of the three months ended September 30, 2019 and 2018, are recorded over time which primarily relates to service revenues noted above. Additionally, during the nine months ended September 30, 2019 and 2018, approximately 5% and 7% of revenues were accounted for under ASC 606, respectively.

Contract balances

The opening and closing balances of the Company’s contract liabilities are as follows:



(in thousands)	2019		2018
Balance at January 1,	$	28,858	$	25,520
Balance at March 31,	146,824		67,715
Balance at June 30,	48,225		10,047
Balance at September 30,	34,306		29,836

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Exclusive of acquisition related impacts, the residual difference between the opening and closing balances of the Company’s contract liabilities primarily results from the timing difference between the Company’s performance and the customer’s payment. The contract liabilities have two main drivers, including Trade prepayments by counter parties and payments for primary and specialty nutrients received in advance of fulfilling our performance obligations under our customer contracts. The primary and specialty business records contract liabilities for payments received in advance of fulfilling our performance obligations under our customer contracts. Further, due to seasonality of this business, contract liabilities were built up in the first quarter of the year. In the third quarter, the decrease in liabilities is due to the revenue recognized in the current period relating to the liability built up in the first quarter.

8. Income Taxes

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.

For the three months ended September 30, 2019, the Company recorded an income tax benefit of $7.2 million at an effective income tax rate of 55.1%. The annual effective tax rate differs from the statutory U.S. Federal tax rate due to the impact of state income taxes, nondeductible compensation, partially offset by benefits from income taxes on foreign earnings and federal tax credits. The increase in effective tax rate for the three months ended September 30, 2019 as compared to the same period last year was primarily attributed to the impacts of the current period loss before taxes and additional tax benefits from federal tax credits and permanent provision to return items. For the three months ended September 30, 2018, the Company recorded an income tax benefit of $1.8 million at an effective income tax rate of 48.5%.

For the nine months ended September 30, 2019, the Company recorded an income tax benefit of $1.7 million at an effective income tax rate of 21.4%. The annual effective tax rate differs from the statutory U.S. Federal tax rate due to the impact of state income taxes, nondeductible compensation, and benefits from income taxes on foreign earnings and federal tax credits. The decrease in effective tax rate for the nine months ended September 30, 2019 as compared to the same period last year was primarily attributed to lower pretax book income as compared to the prior year, and the impact of discrete net tax benefits from provision to return items and federal tax credits. For the nine months ended September 30, 2018, the Company recorded an income tax expense of $5.7 million at an effective income tax rate of 24.4%.

During the three months ended September 30, 2019, the company recognized a tax benefit of $3.9 million for federal Research & Development Credits (“R&D Credits”) related to tax years 2015 to 2018 as well as an estimated year-to-date tax benefit for federal R&D Credits for the 2019 tax year. Unrecognized tax benefits of $17.7 million include $17.2 million recorded as a reduction of the deferred tax asset and refundable credits associated with the R&D Credits.

The 2019 effective tax rate can be affected by variances in the estimates and amounts of taxable income among the various states, entities and activity types, realization of tax credits, adjustments from resolution of tax matters under review, valuation allowances and the company’s assessment of its liability for uncertain tax positions. The amount of unrecognized tax benefits for uncertain tax positions was $17.7 million as of September 30, 2019, and $0.6 million for the period ended September 30, 2018.

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9. Accumulated Other Comprehensive Income (Loss)

The following tables summarize the after-tax components of accumulated other comprehensive income (loss) attributable to the Company for the three and nine months ended September 30, 2019 and 2018:



		Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)
		Three months ended September 30, 2019														Nine months ended September 30, 2019
(in thousands)		Cash Flow Hedges			Foreign Currency Translation Adjustment			Investment in Convertible Preferred Securities		Defined Benefit Plan Items			Total			Cash Flow Hedges			Foreign Currency Translation Adjustment			Investment in Convertible Preferred Securities		Defined Benefit Plan Items			Total
Beginning Balance		$	(9,700	)	$	(976	)	$	258	$	4,177		$	(6,241	)	$	(126	)	$	(11,550	)	$	258	$	5,031		$	(6,387	)
	Other comprehensive loss before reclassifications	(3,049		)	1,600			—		44			$	(1,405	)	(12,759		)	508			—		(468		)	(12,719		)
	Amounts reclassified from accumulated other comprehensive income (loss) (b)	197			—			—		(171		)	$	26		333			11,666			—		(513		)	11,486
Net current-period other comprehensive income (loss)		(2,852		)	1,600			—		(127		)	(1,379		)	(12,426		)	12,174			—		(981		)	(1,233		)
Ending balance		$	(12,552	)	$	624		$	258	$	4,050		$	(7,620	)	$	(12,552	)	$	624		$	258	$	4,050		$	(7,620	)

(a) All amounts are net of tax. Amounts in parentheses indicate debits.

(b) Reflects foreign currency translation adjustments attributable to the consolidation of Thompsons Limited as summarized in Note 17.



		Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)
		Three months ended September 30, 2018													Nine months ended September 30, 2018
(in thousands)		Cash Flow Hedges		Foreign Currency Translation Adjustment			Investment in Convertible Preferred Securities		Defined Benefit Plan Items			Total			Cash Flow Hedges		Foreign Currency Translation Adjustment			Investment in Convertible Preferred Securities			Defined Benefit Plan Items			Total
Beginning Balance		$	51	$	(9,989	)	$	257	$	4,334		$	(5,347	)	$	—	$	(7,716	)	$	344		$	4,672		$	(2,700	)
	Other comprehensive income (loss) before reclassifications	65		993			—		39			1,097			44		(1,280		)	(87		)	37			(1,286		)
	Amounts reclassified from accumulated other comprehensive loss	54		—			—		(168		)	(114		)	126		—			—			(504		)	(378		)
Net current-period other comprehensive income (loss)		119		993			—		(129		)	983			170		(1,280		)	(87		)	(467		)	(1,664		)
Ending balance		$	170	$	(8,996	)	$	257	$	4,205		$	(4,364	)	$	170	$	(8,996	)	$	257		$	4,205		$	(4,364	)

(a) All amounts are net of tax. Amounts in parentheses indicate debits.

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	Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (a)
(in thousands)	Three months ended September 30, 2019				Nine months ended September 30, 2019
Details about Accumulated Other Comprehensive Income (Loss) Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)			Affected Line Item in the Statement Where Net Income Is Presented	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)			Affected Line Item in the Statement Where Net Income Is Presented
Defined Benefit Plan Items
Amortization of prior-service cost	$	(228	)	(b)	$	(684	)	(b)
	(228		)	Total before tax	(684		)	Total before tax
	57			Income tax provision	171			Income tax provision
	$	(171	)	Net of tax	$	(513	)	Net of tax

Cash Flow Hedges
Interest payments	$	263		Interest expense	$	445		Interest expense
	263			Total before tax	445			Total before tax
	(66		)	Income tax provision	(112		)	Income tax provision
	$	197		Net of tax	$	333		Net of tax

Foreign Currency Translation Adjustment
Realized loss on pre-existing investment	$	—		Other income, net	$	11,666		Other income, net
	—			Total before tax	11,666			Total before tax
	—			Income tax provision	—			Income tax provision
	$	—		Net of tax	$	11,666		Net of tax

Total reclassifications for the period	$	26		Net of tax	$	11,486		Net of tax



	Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (a)
(in thousands)	Three months ended September 30, 2018				Nine months ended September 30, 2018
Details about Accumulated Other Comprehensive Income (Loss) Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)			Affected Line Item in the Statement Where Net Income Is Presented	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)			Affected Line Item in the Statement Where Net Income Is Presented
Defined Benefit Plan Items
Amortization of prior-service cost	$	(228	)	(b)	$	(684	)	(b)
	(228		)	Total before tax	(684		)	Total before tax
	60			Income tax provision	180			Income tax provision
	$	(168	)	Net of tax	$	(504	)	Net of tax

Cash Flow Hedges
Interest payments	$	73		Interest expense	$	171		Interest expense
	73			Total before tax	171			Total before tax
	(19		)	Income tax provision	(45		)	Income tax provision
	$	54		Net of tax	$	126		Net of tax

Total reclassifications for the period	$	(114	)	Net of tax	$	(378	)	Net of tax

(a) Amounts in parentheses indicate credits to profit/loss.

(b) This accumulated other comprehensive loss component is included in the computation of net periodic benefit cost (see Note 6).

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10. Earnings Per Share



(in thousands, except per common share data)	Three months ended September 30,						Nine months ended September 30,
(in thousands, except per common share data)	2019			2018			2019		2018
Net income (loss) attributable to The Andersons, Inc.	$	(4,237	)	$	(2,098	)	$	11,658	$	17,732
Earnings per share – basic:
Weighted average shares outstanding – basic	32,626			28,263			32,550		28,254
Earnings per common share – basic	$	(0.13	)	$	(0.07	)	$	0.36	$	0.63
Earnings per share – diluted:
Weighted average shares outstanding – basic	32,626			28,263			32,550		28,254
Effect of dilutive awards	—			—			484		233
Weighted average shares outstanding – diluted	32,626			28,263			33,034		28,487
Earnings per common share – diluted	$	(0.13	)	$	(0.07	)	$	0.35	$	0.62

All outstanding share awards were antidilutive for the three months ended September 30, 2019 and September 30, 2018 as the Company incurred a net loss in both periods. There were 60 thousand outstanding share awards that were antidilutive for the nine months ended September 30, 2019. There were no antidilutive stock-based awards outstanding for the nine months ended September 30, 2018.

11. Fair Value Measurements

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis at September 30, 2019, December 31, 2018 and September 30, 2018:



(in thousands)	September 30, 2019
Assets (liabilities)	Level 1			Level 2			Level 3		Total
Commodity derivatives, net (a)	$	34,196		$	18,691		$	—	$	52,887
Provisionally priced contracts (b)	(79,757		)	(23,535		)	—		(103,292		)
Convertible preferred securities (c)	—			—			8,404		8,404
Other assets and liabilities (d)	5,603			(17,891		)	—		(12,288		)
Total	$	(39,958	)	$	(22,735	)	$	8,404	$	(54,289	)



(in thousands)	December 31, 2018
Assets (liabilities)	Level 1			Level 2			Level 3		Total
Commodity derivatives, net (a)	$	37,229		$	(18,864	)	$	—	$	18,365
Provisionally priced contracts (b)	(76,175		)	(58,566		)	—		(134,741		)
Convertible preferred securities (c)	—			—			7,154		7,154
Other assets and liabilities (d)	5,186			(353		)	—		4,833
Total	$	(33,760	)	$	(77,783	)	$	7,154	$	(104,389	)



(in thousands)	September 30, 2018
Assets (liabilities)	Level 1			Level 2			Level 3		Total
Commodity derivatives, net (a)	$	51,595		$	(67,919	)	$	—	$	(16,324	)
Provisionally priced contracts (b)	(55,697		)	(23,136		)	—		(78,833		)
Convertible preferred securities (c)	—			—			7,154		7,154
Other assets and liabilities (d)	5,988			193			—		6,181
Total	$	1,886		$	(90,862	)	$	7,154	$	(81,822	)


(a)	Includes associated cash posted/received as collateral.


(b)	Included in "Provisionally priced contracts" are those instruments based only on underlying futures values (Level 1) and delayed price contracts (Level 2).


(c)	Recorded in “Other noncurrent assets” on the Company’s Condensed Consolidated Balance Sheets.


(d)	Included in other assets and liabilities are assets held in rabbi trusts to fund deferred compensation plans, ethanol risk management contracts, and foreign exchange derivative contracts (Level 1), and interest rate derivatives (Level 2).

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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, we have 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.

These fair value disclosures exclude physical grain 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 is disclosed in Note 2 Inventories. 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 we have 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 risk management contract liability allows related ethanol customers to effectively unprice the futures component of their inventory for a period of time, subjecting the bushels to market fluctuations. The Company records an asset or liability for the market value changes of the commodities over the life of the contracts based on quoted exchange prices and as such, the balance is deemed to be Level 1 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.

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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)	2019		2018
Assets (liabilities) at January 1,	$	7,154	$	7,388
Additional Investments	250		—
Assets (liabilities) at March 31,	$	7,404	$	7,388
Additional investments	1,000		100
Asset (liabilities) at June 30,	$	8,404	$	7,488
Gains (losses) included in earnings	—		5,080
Additional Investments	—		986
Sale proceeds	—		(6,400		)
Asset (liability) at September 30,	$	8,404	$	7,154

The following tables summarize quantitative information about the Company's Level 3 fair value measurements as of September 30, 2019, December 31, 2018 and September 30, 2018:



	Quantitative Information about Level 3 Fair Value Measurements
(in thousands)	Fair Value as of September 30, 2019		Valuation Method	Unobservable Input	Weighted Average
Convertible preferred securities (a)	$	8,404	Implied based on market prices	N/A	N/A



(in thousands)	Fair Value as of December 31, 2018		Valuation Method	Unobservable Input	Weighted Average
Convertible preferred securities (a)	$	7,154	Implied based on market prices	N/A	N/A



(in thousands)	Fair Value as of September 30, 2018		Valuation Method	Unobservable Input	Weighted Average
Convertible preferred securities (a)	$	7,154	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.

Fair Value of Financial Instruments

The fair value of the Company’s long-term debt is estimated using quoted market prices or discounted future cash flows based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements. As such, the Company has concluded that the fair value of long-term debt is considered Level 2 in the fair value hierarchy.



(in thousands)	September 30, 2019		December 31, 2018		September 30, 2018
Fair value of long-term debt, including current maturities	$	1,046,063	$	517,998	$	445,342
Fair value in excess of carrying value (a)	11,047		5,813		11,629

(a) Carrying value used for this purpose excludes unamortized debt issuance costs.

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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12. Related Party Transactions

Equity Method Investments

The Company, directly or indirectly, holds investments in companies that are accounted for under the equity method. The Company’s equity in these entities is presented at cost plus its accumulated proportional share of income or loss, less any distributions it has received.

The following table presents the Company’s investment balance in each of its equity method investees by entity:



(in thousands)	September 30, 2019		December 31, 2018		September 30, 2018
The Andersons Albion Ethanol LLC	$	48,863	$	50,382	$	49,882
The Andersons Clymers Ethanol LLC	23,752		24,242		22,589
The Andersons Marathon Ethanol LLC	15,762		14,841		15,373
Lansing Trade Group, LLC (a)	—		101,715		99,904
Thompsons Limited (a)	—		48,987		50,280
Providence Grain Group Inc.	17,195		—		—
Other	11,776		2,159		2,322
Total	$	117,348	$	242,326	$	240,350

(a) The Company previously owned approximately 32.5% of LTG. Effective January 1, 2019, the Company purchased the remaining equity of LTG. The transaction resulted in the consolidation of Thompsons Limited of Ontario, Canada and related entities, which LTG and the Company had equally owned.

The following table summarizes income (loss) earned from the Company’s equity method investments by entity:



		Three months ended September 30,						Nine months ended September 30,
(in thousands)	% Ownership at September 30, 2019	2019			2018			2019			2018
The Andersons Albion Ethanol LLC	55%	$	(1,671	)	$	2,408		$	(1,292	)	$	4,858
The Andersons Clymers Ethanol LLC	39%	(1,427		)	1,376			(152		)	3,121
The Andersons Marathon Ethanol LLC	33%	(532		)	1,029			920			2,713
Lansing Trade Group, LLC (a)	100% (a)	—			2,428			—			8,603
Thompsons Limited (a)	100% (a)	—			35			—			1,345
Providence Grain Group Inc.	39%	(454		)	—			(2,297		)	—
Other	5% - 51%	356			(51		)	454			(39		)
Total		$	(3,728	)	$	7,225		$	(2,367	)	$	20,601

(a) The Company previously owned approximately 32.5% of LTG. Effective January 1, 2019, the company purchased the remaining equity of LTG. The transaction resulted in the consolidation of Thompsons Limited and related entities, which LTG and the Company had equally owned.

The Company received $0.4 million from unconsolidated affiliates for the nine months ended September 30, 2019 and received $2.2 million for the nine months ended September 30, 2018.

In the third quarter of 2019, the Company did not have significant equity investees. In the third quarter of 2018, Lansing Trade Group qualified as significant equity investee of the Company under the income test. In January of 2019, the Company acquired the remaining equity of LTG and is now reflected in the consolidated results of the Company.

Related Party Transactions

In the ordinary course of business and on an arms-length basis, the Company will enter into related party transactions with each of the investments described above, along with other related parties.

On March 2, 2018, the Company invested in ELEMENT, LLC. The Company owns 51% of ELEMENT, LLC and ICM, Inc. owns the remaining 49% interest. ELEMENT, LLC is constructing a 70 million-gallon-per-year bio-refinery. As part of the Company’s investment into ELEMENT, LLC, the Company and ICM, Inc. entered into several agreements with the entity. Most notably, ICM, Inc. will operate the facility under a management contract and manage the initial construction of the facility, while the Company will provide corn origination, ethanol marketing, and risk management services. The results of

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operations for ELEMENT, LLC have been included in the Company's consolidated results of operations beginning on March 2, 2018 and are a component of the Ethanol segment. The construction of the plant was substantially completed, and operations commenced in August of 2019. As of September 30, 2019, approximately $5.2 million of remaining obligation is not yet incurred under a design build contract.

The following table sets forth the related party transactions entered into for the time periods presented:



	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2019		2018		2019		2018
Sales revenues	$	52,875	$	82,394	$	171,897	$	278,974
Service fee revenues (a)	2,852		5,231		11,015		15,539
Purchases of product and capital assets	174,420		177,583		520,091		556,551
Lease income (b)	1,887		1,623		5,195		4,829
Labor and benefits reimbursement (c)	3,513		3,436		10,973		10,603


(a)	Service fee revenues include management fees, corn origination fees, ethanol and distillers dried grains (DDG) marketing fees, and other commissions.


(b)	Lease income includes the lease of the Company’s Albion, Michigan and Clymers, Indiana grain facilities as well as certain railcars to the various ethanol LLCs.


(c)	The Company provides all operational labor to the unconsolidated ethanol LLCs.



(in thousands)	September 30, 2019		December 31, 2018		September 30, 2018
Accounts receivable (d)	$	23,394	$	17,829	$	32,584
Accounts payable (e)	21,201		28,432		32,347


(d)	Accounts receivable represents amounts due from related parties for sales of corn, leasing revenue and service fees.


(e)	Accounts payable represents amounts due to related parties for purchases of ethanol and other various items.

For the three months ended September 30, 2019 and 2018, revenues recognized for the sale of ethanol and co-products that the Company purchased from the unconsolidated ethanol LLCs were $158.5 million and $161.9 million, respectively. For the nine months ended September 30, 2019 and 2018, revenues recognized for the sale of ethanol and co-products that the Company purchased from the unconsolidated ethanol LLCs were $456.7 million and $480.4 million, respectively.

The Company may enter into derivative contracts with certain of its related parties, including the unconsolidated ethanol LLCs, for the purchase and sale of grain or ethanol, for price risk mitigation purposes and on similar terms as the purchase and sale of derivative contracts it enters into with unrelated parties. The fair value of derivative contract assets with related parties as of September 30, 2019, December 31, 2018 and September 30, 2018 were $0.4 million, $1.9 million and $6.8 million, respectively. The fair value of derivative contract liabilities with related parties as of September 30, 2019, December 31, 2018 and September 30, 2018 were $2.6 million, $6.3 million and $7.2 million, respectively.

13. Segment Information

The Company’s operations include four reportable business segments that are distinguished primarily on the basis of products and services offered. The Trade business includes grain merchandising, the operation of terminal grain elevator facilities and, historically, the investments in LTG and Thompsons Limited. In January 2019, the Company acquired the remaining 67.5% of LTG equity that it did not already own. The transaction also resulted in the consolidation of Thompsons Limited of Ontario, Canada and related entities, which LTG and the Company jointly owned. The Company has evaluated its segment reporting structure as a result of the acquisition. The presentation includes a majority of the acquired business within the legacy Grain Group which has been renamed, Trade Group. The acquired ethanol trading business of LTG is included within the Ethanol Group. The Company also moved certain commission income and an elevator lease from the legacy Grain Group to the Ethanol Group to better align business segments. Prior year results have been recast to reflect this change. The Ethanol business purchases and sells ethanol, and provides risk management, origination and management services to ethanol production facilities. These facilities are organized as limited liability companies, two are consolidated and three are investments accounted for under the equity method. The Company performs a combination of these services under various contracts for these investments. The Plant Nutrient business manufactures and distributes agricultural inputs, primarily fertilizer, to dealers and farmers, along with turf care and corncob-based products. Rail operations include the leasing, marketing and fleet management of railcars and other assets, railcar repair and metal fabrication. The Other category includes other corporate level costs not attributable to an operating segment.

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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. Inter-segment sales are made at prices comparable to normal, unaffiliated customer sales. The Company does not have any customers who represent 10 percent or more of total revenue.



	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2019		2018		2019		2018
Revenues from external customers
Trade	$	1,580,157	$	342,610	$	4,944,483	$	983,737
Ethanol	254,055		195,669		708,029		571,090
Plant Nutrient	109,446		104,188		508,548		542,911
Rail	39,097		43,112		123,528		134,982
Total	$	1,982,755	$	685,579	$	6,284,588	$	2,232,720



	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2019		2018		2019		2018
Inter-segment sales
Trade	$	242	$	442	$	1,054	$	1,435
Plant Nutrient	892		—		2,186		—
Rail	824		288		2,869		959
Total	$	1,958	$	730	$	6,109	$	2,394



	Three months ended September 30,						Nine months ended September 30,
(in thousands)	2019			2018			2019			2018
Income (loss) before income taxes, net of noncontrolling interest
Trade	$	(2,001	)	$	(9,914	)	$	4,268		$	(2,453	)
Ethanol	949			10,353			6,169			20,703
Plant Nutrient	(7,440		)	(7,976		)	4,534			8,239
Rail	3,137			5,732			10,629			10,645
Other	(6,094		)	(2,057		)	(15,599		)	(13,734		)
Income (loss) before income taxes, net of noncontrolling interest	(11,449		)	(3,862		)	10,001			23,400
Noncontrolling interests	(1,633		)	223			(2,265		)	(175		)
Income (loss) before income taxes	$	(13,082	)	$	(3,639	)	$	7,736		$	23,225



(in thousands)	September 30, 2019		December 31, 2018		September 30, 2018
Identifiable assets
Trade	$	1,712,350	$	964,079	$	773,923
Ethanol	372,663		310,866		278,796
Plant Nutrient	376,615		403,780		415,314
Rail	679,056		590,407		564,227
Other	143,768		122,871		119,358
Total	$	3,284,452	$	2,392,003	$	2,151,618

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14. Leases

The Company leases certain grain handling and storage facilities, ethanol storage terminals. warehouse space, railcars, locomotives, barges, office space, machinery and equipment, vehicles and information technology equipment under operating leases. Lease expense for these leases is recognized within the Consolidated Statements of Operations on a straight-line basis over the lease term, with variable lease payments recognized in the period those payments are incurred.

The following table summarizes the amounts recognized in the Company's Condensed Consolidated Balance Sheet related to leases:



(in thousands)	Condensed Consolidated Balance Sheet Classification	September 30, 2019
Assets
Operating lease assets	Right of use assets, net	$	70,773
Finance lease assets	Property, plant and equipment, net	24,003
Finance lease assets	Rail Group assets leased to others, net	17,136
Total leased assets		$	111,912

Liabilities
Current operating leases	Accrued expenses and other current liabilities	24,544
Non-current operating leases	Long-term lease liabilities	47,299
Total operating lease liabilities		$	71,843

Current finance leases	Current maturities of long-term debt	17,331
Non-current finance leases	Long-term debt	21,925
Total finance lease liabilities		$	39,256
Total lease liabilities		$	111,099

The components of lease cost recognized within the Company's Condensed Consolidated Statement of Operations were as follows:



(in thousands)	Condensed Consolidated Statement of Operations Classification	Three months ended September 30, 2019		Nine months ended September 30, 2019
Lease cost:
Operating lease cost	Cost of sales and merchandising revenues	$	5,761	$	18,881
Operating lease cost	Operating, administrative and general expenses	3,417		10,251
Finance lease cost
Amortization of right-of-use assets	Operating, administrative and general expenses	443		1,042
Interest expense on lease liabilities	Interest expense	236		779
Other lease cost (a)	Cost of sales and merchandising revenues	193		731
Other lease cost (a)	Operating, administrative and general expenses	61		201
Total lease cost		$	10,111	$	31,885

(a) Other lease cost includes short-term lease costs and variable lease costs.

The Company often has the option to renew lease terms for buildings and other assets. The exercise of a lease renewal option is generally at the sole discretion of the Company. In addition, certain lease agreements may be terminated prior to their original expiration date at the discretion of the Company. Each renewal and termination option is evaluated at the lease commencement date to determine if the Company is reasonably certain to exercise the option on the basis of economic factors. The table below summarizes the weighted average remaining lease terms as of September 30, 2019.



Weighted Average Remaining Lease Term
Operating leases	4.2 years
Finance leases	6.9 years

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The discount rate implicit within our leases is generally not determinable and therefore the Company determines the discount rate based on its incremental borrowing rate. The incremental borrowing rate for each lease is determined based on its term and the currency in which lease payments are made, adjusted for the impacts of collateral. The table below summarizes the weighted average discount rate used to measure the Company's lease liabilities as of September 30, 2019.



Weighted Average Discount Rate
Operating leases	4.16	%
Finance leases	3.78	%

Supplemental Cash Flow Information Related to Leases



(in thousands)	September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	24,982
Operating cash flows from finance leases	405
Financing cash flows from finance leases	973
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	6,365
Finance leases	16,498

Maturity Analysis of Leases Liabilities



	September 30, 2019
(in thousands)	Operating Leases		Finance Leases		Total
2019 (excluding the nine months ended September 30, 2019)	$	8,612	$	1,140	$	9,752
2020	23,210		17,613		40,823
2021	16,635		2,334		18,969
2022	11,613		2,341		13,954
2023	7,664		2,342		10,006
Thereafter	10,748		18,184		28,932
Total lease payments	$	78,482	$	43,954	$	122,436
Less: interest	6,639		4,698		11,337
Total	$	71,843	$	39,256	$	111,099

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15. Commitments and Contingencies

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 Company recorded a $5.0 million reserve relating to an outstanding non-regulatory litigation claim, based upon preliminary settlement negotiations in the first quarter of 2019. The claim is in response to penalties and fines paid to regulatory entities by LTG in 2018 for the settlement of matters which focused on certain trading activity.

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

16. Supplemental Cash Flow Information

Certain supplemental cash flow information, including noncash investing and financing activities for the nine months ended September 30, 2019 and 2018 are as follows:



	Nine months ended September 30,
(in thousands)	2019			2018
Supplemental disclosure of cash flow information
Interest paid	$	47,164		$	23,327
Noncash investing and financing activity
Equity issued in conjunction with acquisition	127,841			—
Removal of pre-existing equity method investment	(159,459		)	—
Purchase price holdback/ other accrued liabilities	29,956			—
Dividends declared not yet paid	5,547			4,663
Debt resulting from accounting standard adoption	—			36,953
Railcar assets and liabilities resulting from accounting standard adoption	—			25,643
Capital projects incurred but not yet paid	8,245			13,941

17. Business Acquisition

Effective January 1, 2019, the Company completed its acquisition of the remaining 67.5% equity of LTG. The transaction resulted in the consolidation of Thompsons Limited of Ontario, Canada and related entities as they were jointly owned by the Company and LTG in equal portions.

Total consideration paid by the Company to complete the acquisition of LTG was $328.9 million. The Company paid $171.1 million in cash, which includes preliminary working capital adjustments of $30.0 million, and issued 4.4 million unregistered shares valued at $127.8 million based upon the stock price of the Company at the date of the acquisition.

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The purchase price allocation is preliminary, pending completion of the full valuation report, finalization of deferred income taxes and a final working capital adjustment. A summarized preliminary purchase price allocation is as follows:



(in thousands)
Cash consideration paid	$	171,147
Equity consideration	127,841
Purchase price holdback/ other accrued liabilities	29,956
Total purchase price consideration	$	328,944

The preliminary purchase price allocation at January 1, 2019, is as follows:



(in thousands)
Cash and cash equivalents	$	21,525
Accounts receivable	320,467
Inventories	456,963
Commodity derivative assets - current	82,595
Other current assets	27,474
Commodity derivative assets - noncurrent	13,576
Goodwill	129,848
Other intangible assets	106,600
Right of use asset	37,894
Equity method investments	28,728
Other assets, net	5,582
Property, plant and equipment, net	171,820
	$	1,403,072

Short-term debt	218,901
Trade and other payables	303,321
Commodity derivative liabilities - current	29,024
Customer prepayments and deferred revenue	99,530
Accrued expense and other current liabilities	64,512
Other long-term liabilities, including commodity derivative liabilities - noncurrent	3,175
Long-term lease liabilities	21,193
Long-term debt, including current maturities	161,688
Deferred income taxes	14,403
	$	915,747
Fair value of acquired assets and assumed liabilities	$	487,325

Removal of preexisting ownership interest, including associated cumulative translation adjustment	(159,459		)
Pretax loss on derecognition of preexisting ownership interest	1,078
Total purchase price consideration	$	328,944

The goodwill recognized as a result of the LTG acquisition is $129.8 million and is allocated to the Trade Group segment. A portion of the goodwill is expected to be deductible for tax purposes. The goodwill recognized is primarily attributable to the addition of an assembled workforce and complementary assets with greater scale that significantly expands the Company's reach in the agricultural marketplace.

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Details of the intangible assets acquired are as follows:



(in thousands)			Estimated useful life
Customer relationships	$	86,300	10 years
Noncompete agreements	20,300		3 years
Total other intangible assets	$	106,600	8 years	*

*weighted average number of years

Pro Forma Financial Information

The summary pro forma financial information for the periods presented below gives effect to the LTG acquisition as if it had occurred at January 1, 2018.



	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2019			2018	2019		2018
Net sales	$	1,982,755		2,020,746	$	6,284,588	6,282,656
Net income	(5,869		)	2,934	13,364		35,004

Pro forma net income was also adjusted to account for the tax effects of the pro forma adjustments noted above using a statutory tax rate of 25%. The amount of LTG’s and Thompsons’ revenue and earnings included in the Company’s consolidated statement of operations for the period ended September 30, 2019 are not practicable to determine given the level of integration of LTG and Thompsons into the Company’s operations effective January 1, 2019.

18. Goodwill

The changes in the carrying amount of goodwill by reportable segment for the nine months ended September 30, 2019 are as follows:



(in thousands)	Trade		Plant Nutrient		Rail		Total
Balance as of January 1, 2019	$	1,171	$	686	$	4,167	$	6,024
Acquisitions (a)	129,848		—		—		129,848
Balance as of September 30, 2019	$	131,019	$	686	$	4,167	$	135,872

(a) Acquisitions represent the LTG acquisition's preliminary goodwill allocation.

Although substantially all of the Company’s goodwill as of September 30, 2019 resulted from the current year acquisition of LTG and is still preliminary, as part of the Company's on-going assessment of goodwill at September 30, 2019, management determined that a triggering event occurred due to the Company's market capitalization being less than the carrying value, resulting from the significant decline in the Company's share price during the quarter. Thus, an interim impairment test was performed over the Company's goodwill as well as its other intangible and long-lived assets. Based on the results of the impairment test, none of the Company's reportable segments recorded an impairment charge.

When performing our test for impairment, we measured each reporting unit's fair value using a combination of income and market approaches.

The income approach calculates the fair value of the reporting unit based on a discounted cash flow analysis, incorporating the weighted average cost of capital of a hypothetical third-party buyer. Significant estimates in the income approach include the following: discount rate; expected financial outlook and profitability of the reporting unit's business (all Level 3 inputs in the fair value hierarchy). Discount rates use the weighted average cost of capital for companies within our peer group, adjusted for specific company risk premium factors.

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The market approach uses the "Guideline Company" method, which calculates the fair value of the reporting unit based on a comparison of the reporting unit to comparable publicly traded companies. Significant estimates in the market approach model include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment, assessing comparable multiples, as well as consideration of control premiums. The blended approach assigns an equal weighting to each approach. The blended fair value of both approaches is then compared to the carrying value, and to the extent that fair value exceeds the carrying value, no impairment exists. However, to the extent the carrying value exceeds the fair value, an impairment is recorded.

While two reporting units within the Trade group have fair value exceeding their carrying values by less than 10%, substantially all the goodwill relates to the recent LTG acquisition. Due to similar assumptions used to calculate the fair value for this test and those used in the initial purchase price allocation, the narrow cushions are consistent with expectations. However, as the fair value is highly sensitive to changes in assumptions, including interest rates and outlook for future volume and margins, general trends in the business and/or macro-economic factors could cause the estimated fair value of the reporting units to fall below their carrying values.

19. Exit Costs and Assets Held for Sale

The Company classified $0.6 million of property, plant and equipment as assets held for sale on the Condensed Consolidated Balance Sheet at September 30, 2019. These assets are primarily comprised of plant nutrient assets that were sold subsequent to the end of the third quarter for a nominal gain.

The Company classified $29.5 million of Property, plant and equipment as Assets held for sale on the Condensed Consolidated Balance Sheet at September 30, 2018. This includes $25.1 million of Rail Group assets, which is primarily comprised of barges. Additionally, property, plant and equipment of $4.4 million was classified as held for sale including $4.2 million of Retail store assets and $0.2 million relating to administrative offices at an outlying location in the Plant Nutrient Group.

20. Subsequent Events

On October 1, 2019, the Company entered into a definitive agreement to merge The Andersons Albion Ethanol LLC, The Andersons Clymers Ethanol LLC, The Andersons Marathon Ethanol LLC and the Company's wholly-owned The Andersons Denison Ethanol LLC into a new legal entity named The Andersons Marathon Holdings LLC ("TAMH"). As a result of the merger, The Andersons and Marathon will own 50.1% and 49.9% of TAMH equity, respectively. The transaction will result in the consolidation of TAMH’s results in the Company's financial statements effective October 1, 2019.

Effective October 1, 2019, in conjunction with the merger noted above, TAMH entered into a credit agreement that includes a $70 million term note and a $130 million revolving credit facility. Borrowings under the credit agreement bear interest at variable interest rates, which are based on LIBOR plus an applicable spread. Payments on the term loan will be made on a quarterly basis.

On October 2, 2019, the Company closed on the sale of its farm center assets in Bay City, Michigan. A pretax gain of $2.9 million will be realized in the fourth quarter of 2019.

During the fourth quarter, the Company reached an agreement to sell the agronomy assets of Thompsons Limited, a wholly owned subsidiary in Ontario, Canada, to Sylvite Holdings Inc. of Burlington, Ontario. The sale is expected to close in the fourth quarter. The Andersons will continue to own and operate Thompsons' grain storage and food processing facilities in Ontario.

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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. The reader is urged to carefully consider these risks and others, including those risk factors listed under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018 (“2018 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 we believe 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 2018 Form 10-K, have not materially changed through the third quarter of 2019, other than as a result of adopting the new lease accounting standard. See additional information regarding these policies in the Notes to the Condensed Consolidated Financial statements herein in Notes 1 and 14.

Executive Overview

Our operations are organized, managed and classified into four reportable business segments: Trade, Ethanol, Plant Nutrient, and Rail. Each of these segments is generally based on the nature of products and services offered. In January, the Company completed the acquisition of 67.5% of LTG equity that it did not already own. The transaction also resulted in the consolidation of Thompsons Limited of Ontario, Canada and related entities, which LTG and the Company jointly owned. The presentation here includes a majority of the acquired business within the legacy Grain Group which has been renamed, Trade Group, with the remaining pieces of the acquired business included in Ethanol as stated in the segment footnote (note 13).

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 cost of sales and a much less significant impact on gross profit. As a result, changes in sales between periods may not necessarily be indicative of the overall performance of the business and more focus should be placed on changes in gross profit.

Further, the Company has considered the potential impact that the book value of the Company’s total shareholders’ equity exceeded the Company’s market capitalization for impairment indicators. Management ultimately concluded that, while substantially all of the Company's goodwill resulted from the current year LTG acquisition and the purchase price allocation is preliminary, an impairment triggering event occurred and the Company performed quantitative impairment tests over its goodwill and other long-lived assets in the third quarter. As a result of these tests, the Company concluded that no impairment exists as of September 30, 2019.

The Company has frac sand and sand transloading assets within the Trade segment. Due to an adverse change within the industry, the Company determined that a triggering event had occurred during the quarter for the asset group to be assessed for impairment. The asset group was determined to not be impaired in the third quarter. However, continuing adverse market conditions or alternative management decisions surrounding the future of these operations may result in future impairment considerations.

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Trade Group

The Trade Group’s results in the third quarter reflect continued benefit from the Lansing acquisition with stronger merchandising income, despite lower income from assets.

Agricultural inventories on hand at September 30, 2019 were 97.5 million bushels, of which 2.7 million bushels were stored for others. These amounts compare to 72.0 million bushels on hand at September 30, 2018, of which the bushels stored for others were de minimis. Total Trade storage capacity, including temporary pile storage, was approximately 202 million bushels at September 30, 2019 compared to 140 million bushels at September 30, 2018. This increase in capacity was a result of the LTG acquisition.

The Trade Group will seek to capitalize on market volatility but expects headwinds to continue in the fourth quarter and into 2020 from the unpredictability of the crop production in the Eastern Corn Belt due to the extreme weather during the 2019 planting season.

Ethanol Group

The Ethanol Group's third quarter results remained profitable in the third quarter despite a challenging margin environment. The construction of the Ethanol Group's new bio-refinery facility was substantially completed and operational during the third quarter. The Ethanol Group expects the margin headwinds to slightly ease in the fourth quarter allowing more attractive hedging opportunities, however, increases in the Eastern corn belt basis will continue to create challenges.

Ethanol and related co-products volumes for three and nine months ended September 30, 2019 and 2018 were as follows:



	Three months ended September 30,		Nine months ended September 30,
(in thousands)	2019	2018	2019	2018
Ethanol (gallons shipped)	131,878	117,848	393,203	337,984
E-85 (gallons shipped)	9,284	16,022	36,412	47,501
Corn Oil (pounds shipped)	5,067	5,200	14,821	15,574
DDG (tons shipped) *	49	40	122	120

* DDG tons shipped converts wet tons to a dry ton equivalent amount

The above table shows only shipped volumes reflected in the Company's revenues. Total ethanol, corn oil and DDG production by the unconsolidated LLCs is higher. However, the portion of that volume that is sold directly to its customers is excluded here. The increase in ethanol gallons shipped is a result of the LTG acquisition.

Plant Nutrient Group

The Plant Nutrient Group's third quarter results were a modest improvement from the prior period as weather delays from the Spring season pushed volumes into the third quarter.

Storage capacity at our wholesale nutrient and farm center facilities, including leased storage, was approximately 487 thousand tons for dry nutrients and approximately 514 thousand tons for liquid nutrients at September 30, 2019, compared to approximately 476 thousand tons for dry nutrients and approximately 515 thousand tons for liquid nutrients at September 30, 2018.

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Tons of product sold for three and nine months ended September 30, 2019 and 2018 were as follows:



	Three months ended September 30,		Nine months ended September 30,
(in thousands)	2019	2018	2019	2018
Primary nutrients	287	214	1,054	1,072
Specialty nutrients	95	108	468	541
Other	13	13	42	42
Total tons	395	335	1,564	1,655

In the table above, primary nutrients is comprised of nitrogen, phosphorus, and potassium from our wholesale and farm center businesses. Specialty nutrients encompasses low-salt liquid starter fertilizers, micronutrients for wholesale and farm center businesses, as well as the lawn business. Other tons include those from the cob business.

Rail Group

The Rail Group results declined mainly due to fewer car sales than the prior year. Leasing income slightly decreased from the prior year as the group faced headwinds in the Sand and Ethanol markets as well as lower lease renewal rates. Average utilization rates decreased from 93.4 percent in the third quarter of 2018 to 89.2 percent in the third quarter of 2019 as the group made an opportunistic purchase of 1,100 idle railcars at the end of the quarter. Excluding the additional cars that were purchased in the third quarter, utilization rates would have been steady at 93.2 percent. Rail Group assets under management (owned, leased or managed for financial institutions in non-recourse arrangements) at September 30, 2019 were 24,864 compared to 22,509 at September 30, 2018.

The leasing business is showing signs of weakening with decreased loading volumes particularly in the frac sand and ethanol markets. However, we expect utilization rates to stay above 90% and cars under lease to continue to increase.

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, including a portion of our ERP project, and other elimination and consolidation adjustments.

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Operating Results

The following discussion focuses on the operating results as shown in the Condensed Consolidated Statements of Operations and includes a separate discussion by segment. Additional segment information is included herein in Note 13, Segment Information.

Comparison of the three months ended September 30, 2019 with the three months ended September 30, 2018 including a reconciliation of GAAP to non-GAAP measures:



	Three months ended September 30, 2019
(in thousands)	Trade			Ethanol			Plant Nutrient			Rail		Other			Total
Sales and merchandising revenues	$	1,580,157		$	254,055		$	109,446		$	39,097	$	—		$	1,982,755
Cost of sales and merchandising revenues	1,505,405			247,345			93,595			27,269		—			1,873,614
Gross profit	74,752			6,710			15,851			11,828		—			109,141
Operating, administrative and general expenses	69,662			3,971			21,970			5,334		6,181			107,118
Interest expense (income)	7,869			210			1,831			4,211		(146		)	13,975
Equity in earnings (losses) of affiliates, net	(98		)	(3,630		)	—			—		—			(3,728		)
Other income (expense), net	876			417			510			854		(59		)	2,598
Income (loss) before income taxes	(2,001		)	(684		)	(7,440		)	3,137		(6,094		)	(13,082		)
Income (loss) before income taxes attributable to the noncontrolling interests	—			(1,633		)	—			—		—			(1,633		)
Non-GAAP Income (loss) before income taxes, net of noncontrolling interests attributable to The Andersons, Inc.	$	(2,001	)	$	949		$	(7,440	)	$	3,137	$	(6,094	)	$	(11,449	)



	Three months ended September 30, 2018
(in thousands)	Trade			Ethanol			Plant Nutrient			Rail		Other			Total
Sales and merchandising revenues	$	342,610		$	195,669		$	104,188		$	43,112	$	—		$	685,579
Cost of sales and merchandising revenues	326,819			187,888			88,646			28,362		—			631,715
Gross profit	15,791			7,781			15,542			14,750		—			53,864
Operating, administrative and general expenses	26,083			3,355			22,829			6,636		7,083			65,986
Interest expense (income)	2,126			(784		)	1,315			2,602		(83		)	5,176
Equity in earnings (losses) of affiliates, net	2,412			4,813			—			—		—			7,225
Other income (expense), net	92			553			626			220		4,943			6,434
Income (loss) before income taxes	(9,914		)	10,576			(7,976		)	5,732		(2,057		)	(3,639		)
Income (loss) before income taxes attributable to the noncontrolling interests	—			223			—			—		—			223
Non-GAAP Income (loss) before income taxes, net of noncontrolling interests attributable to The Andersons, Inc.	$	(9,914	)	$	10,353		$	(7,976	)	$	5,732	$	(2,057	)	$	(3,862	)

Trade Group

Operating results for the Trade Group increased by $7.9 million compared to the results of the same period last year. Sales and merchandising revenues increased by $1,237.5 million and cost of sales and merchandising revenues increased $1,178.6 million for a favorable net gross profit impact of $59.0 million. Substantially all of the gross profit increase was a direct result of acquiring LTG and Thompsons and reflect strong merchandising results.

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Operating, administrative and general expenses increased by $43.6 million. The acquisition of the remaining equity in LTG and Thompsons accounted for substantially all of this increase. Included in the increased expenses are acquisition related items, such as, $2.6 million of stock-based compensation expense and $2.4 million of incremental depreciation and amortization expenses.

Interest expense increased $5.7 million due to the increased debt levels resulting from the acquisition and higher borrowing rates.

Equity in earnings of affiliates decreased by $2.5 million as LTG and Thompsons are now consolidated entities.

Ethanol Group

Operating results for the Ethanol Group declined $9.4 million from the same period last year. Sales and merchandising revenues increased $58.4 million and cost of sales and merchandising revenues increased $59.5 million compared to 2018 results, primarily attributable to the LTG acquisition. Gross profit decreased by $1.1 million compared to 2018 results due to a compressed industry margin environment.

Operating, administrative and general expenses increased $0.6 million primarily due to an increase in labor and benefits, most of which was from the addition of the LTG ethanol trading team.

Interest expense increased $1.0 million due to the prior period capitalization of interest related to the construction of the ELEMENT facility.

Equity in earnings of affiliates decreased $8.4 million as a result of the unconsolidated ethanol LLCs experiencing compressed margins from higher corn costs.

Plant Nutrient Group

Operating results for the Plant Nutrient Group increased by $0.5 million compared to the same period in the prior year. Sales and merchandising revenues increased $5.3 million. This was driven by a slight increase in primary and specialty ton volumes, mostly from weather delays in the prior quarter that shifted to the current period. Cost of sales and merchandising revenues and gross profit increased by $4.9 million and $0.3, respectively, due to the slight increase in sales volumes.

Interest expense increased $0.5 million from carrying higher levels of inventories into the quarter due to the wet weather that delayed and reduced planting.

Rail Group

Operating results declined $2.6 million from the same period last year while sales and merchandising revenues decreased $4.0 million. This decrease was driven by a $5.6 million decrease in car sale income as a result of lower scrap rates from the prior year, which was partially offset by increases of $0.9 million and $0.7 million in leasing and repair revenues, respectively. Cost of sales and merchandising decreased $1.1 million compared to the prior year due to lower car sales volumes from the prior year. As a result, gross profit decreased $2.9 million compared to last year.

Operating, administrative and general expenses decreased $1.3 million driven by more efficient labor costs within the repair business.

Interest expense increased $1.6 million due to higher debt balances and higher borrowing.

Other

Operating, administrative and general expenses decreased $0.9 million due to costs related to due diligence for the LTG acquisition that did not recur in the current year.

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Income Taxes

For the three months ended September 30, 2019, the Company recorded an income tax benefit of $7.2 million at an effective rate of 55.1%. For the three months ended September 30, 2018, the Company recorded an income tax benefit of $1.8 million at an effective tax rate of 48.5%. The increase in effective tax rate for the three months ended September 30, 2019 as compared to the same period last year primarily attributed to the impacts of the current period loss before taxes and additional tax benefits from federal tax credits and permanent provision to return items. During the three months ended September 30, 2019, the company recognized a tax benefit of $3.9 million for federal Research & Development Credits (“R&D Credits”) related to tax years 2015 to 2018 as well as an estimated year-to-date tax benefit for federal R&D Credits for the 2019 tax year.

Comparison of the nine months ended September 30, 2019 with the nine months ended September 30, 2018 including a reconciliation of GAAP to non-GAAP measures:



	Nine months ended September 30, 2019
(in thousands)	Trade			Ethanol			Plant Nutrient		Rail		Other			Total
Sales and merchandising revenues	$	4,944,483		$	708,029		$	508,548	$	123,528	$	—		$	6,284,588
Cost of sales and merchandising revenues	4,697,896			693,199			432,965		80,995		—			5,905,055
Gross profit	246,587			14,830			75,583		42,533		—			379,533
Operating, administrative and general expenses	210,073			12,617			66,218		21,225		17,252			327,385
Asset impairment	3,081			—			—		—		—			3,081
Interest expense (income)	29,028			(1,520		)	6,478		12,071		(444		)	45,613
Equity in earnings (losses) of affiliates, net	(1,843		)	(524		)	—		—		—			(2,367		)
Other income (expense), net	1,706			695			1,647		1,392		1,209			6,649
Income (loss) before income taxes	4,268			3,904			4,534		10,629		(15,599		)	7,736
Income (loss) before income taxes attributable to the noncontrolling interests	—			(2,265		)	—		—		—			(2,265		)
Non-GAAP Income (loss) before income taxes, net of noncontrolling interests attributable to The Andersons, Inc.	$	4,268		$	6,169		$	4,534	$	10,629	$	(15,599	)	$	10,001



	Nine months ended September 30, 2018
(in thousands)	Trade			Ethanol			Plant Nutrient		Rail		Other			Total
Sales and merchandising revenues	$	983,737		$	571,090		$	542,911	$	134,982	$	—		$	2,232,720
Cost of sales and merchandising revenues	908,834			553,756			467,965		94,122		—			2,024,677
Gross profit	74,903			17,334			74,946		40,860		—			208,043
Operating, administrative and general expenses	77,298			10,337			64,210		18,730		19,521			190,096
Asset impairment	1,564			—			—		4,708		—			6,272
Interest expense (income)	9,018			(1,098		)	4,397		7,688		(5		)	20,000
Equity in earnings (losses) of affiliates, net	9,909			10,692			—		—		—			20,601
Other income (expense), net	615			1,741			1,900		911		5,782			10,949
Income (loss) before income taxes	(2,453		)	20,528			8,239		10,645		(13,734		)	23,225
Income (loss) before income taxes attributable to the noncontrolling interests	—			(175		)	—		—		—			(175		)
Non-GAAP Income (loss) before income taxes, net of noncontrolling interests attributable to The Andersons, Inc.	$	(2,453	)	$	20,703		$	8,239	$	10,645	$	(13,734	)	$	23,400

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Trade Group

Operating results for the Trade Group increased by $6.7 million compared to the results of the same period last year. Sales and merchandising revenues increased $3,960.7 million and cost of sales and merchandising revenues increased $3,789.1 million for an increase in net gross profit of $171.7 million. Substantially all of the gross profit increase was a direct result of acquiring LTG and Thompsons and reflect strong merchandising results.

Operating, administrative and general expenses increased $132.8 million. The acquisition of the remaining equity in LTG and Thompsons accounted for substantially all of this increase. Included in the increased expenses are several purchase accounting related items, such as, $7.3 million of stock-based compensation expense, $7.2 million of incremental depreciation and amortization expense and $6.9 million of other transaction-related costs.

Interest expense increased $20.0 million primarily due to the acquisition and increased borrowing rates. The Company also wrote off $0.6 million in deferred financing fees in conjunction with its new credit facility.

Equity in earnings of affiliates decreased by $11.8 million as LTG and Thompsons are now consolidated entities.

Ethanol Group

Operating results for the Ethanol Group decreased $14.5 million from the same period last year. Sales and merchandising revenues increased $136.9 million and cost of sales and merchandising revenues increased $139.4 million compared to 2018 results. The incremental sales and a majority of the increased cost of sales are attributable to the LTG acquisition. Lower average sales prices from an oversupply of ethanol in the market as well as higher corn costs resulted in decreased gross profit of $2.5 million.

Operating, administrative and general expenses increased $2.3 million primarily due to the ELEMENT facility coming online in the third quarter and an increase in labor and benefits, most of which was from the addition of the acquired LTG trading team.

Interest expense decreased $0.4 million due to the capitalization of interest related to the construction of the ELEMENT facility.

Equity in earnings of affiliates decreased $11.2 million as a result of higher corn costs compressing sales margins.

Plant Nutrient Group

Operating results for the Plant Nutrient Group decreased $3.7 million compared to the same period in the prior year. Sales and merchandising revenues decreased $34.4 million. This was driven by a significant decrease in primary and specialty ton volumes. The volume decreases are due to unfavorable weather conditions as well as volumes in the lawn business that did not recur in the current year. Cost of sales and merchandising revenues decreased by $35.0 million following the decrease in sales. While primary nutrient volumes decreased, improved margins more than offset the volume decrease which lead to an increased gross profit of $0.6 million.

Operating, administrative and general expenses increased $2.0 million primarily due to increases in rent and storage from holding more product on hand and unfavorable production costs resulting from low volumes due to weak market conditions.

Interest expense increased $2.1 million from carrying higher levels of inventories into the quarter due to the wet weather that delayed and reduced planting.

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Rail Group

Operating results for the Rail Group remained flat from the same period in the prior year. While operating results remained flat, sales and merchandising revenues decreased $11.5 million. This decrease in revenues was driven by a decrease of $20.0 million in car sale revenues as the Company sold more cars in 2018 when scrap rates were more favorable. This decrease in revenues was partially offset by an increase of $6.0 million in leasing revenues due to higher utilization rates with more cars on lease and $2.5 million in repair and other revenues. Cost of sales and merchandising revenues decreased $13.1 million compared to the prior year due to lower car sales and improved margins in rail repairs.

Operating, administrative and general expenses decreased $2.2 million from the prior year. The prior period results included a $4.7 million impairment charge on idle fleet assets. Partially offsetting the prior period impairment is an increase of $2 million of bad debt expense in the current period.

Interest expense increased $4.4 million due to higher debt balances and higher borrowing.

Other

Operating, administrative and general expenses decreased $2.3 million due to severance, acquisition due diligence costs and other IT implementation costs reflected in 2018 which did not recur in 2019.

Income Taxes

For the nine months ended September 30, 2019, the Company recorded an income tax benefit of $1.7 million at an effective rate of (21.4)%. For the nine months ended September 30, 2018, the Company recorded income tax expense of $5.7 million at an effective tax rate of 24.4%. The decrease in effective tax rate for the nine months ended September 30, 2019 as compared to the same period last year was primarily attributed to lower pre-tax book income as compared to the prior year, and the impact of discrete net tax benefits from provision to return items and federal income tax credits including a tax benefit of $3.9 million for federal Research & Development Credits (“R&D Credits”) related to tax years 2015 to 2018 as well as an estimated year-to-date tax benefit for federal R&D Credits for the 2019 tax year.

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Liquidity and Capital Resources

Working Capital

At September 30, 2019, the Company had working capital of $423.3 million. The following table presents changes in the components of current assets and current liabilities:



(in thousands)	September 30, 2019		September 30, 2018		Variance
Current Assets:
Cash, cash equivalents and restricted cash	$	21,299	$	16,820	$	4,479
Accounts receivable, net	523,110		206,380		316,730
Inventories	741,086		490,331		250,755
Commodity derivative assets – current	120,510		76,861		43,649
Other current assets	82,197		58,374		23,823
Assets held for sale	573		29,527		(28,954		)
Total current assets	$	1,488,775	$	878,293	$	610,482
Current Liabilities:
Short-term debt	138,249		132,000		6,249
Trade and other payables	594,708		344,406		250,302
Customer prepayments and deferred revenue	35,274		38,242		(2,968		)
Commodity derivative liabilities – current	67,606		91,403		(23,797		)
Accrued expenses and other current liabilities	162,749		68,925		93,824
Current maturities of long-term debt	66,899		15,677		51,222
Total current liabilities	$	1,065,485	$	690,653	$	374,832
Working Capital	$	423,290	$	187,640	$	235,650

September 30, 2019 current assets increased $610 million in comparison to September 30, 2018. This increase was related to the Trade Group as the current assets balance for the group increased by $603 million from the prior year due to the LTG acquisition. See also the discussion below on additional sources and uses of cash for an understanding of the decrease in cash from prior year.

Current liabilities increased $375 million compared to the prior year primarily due to the acquisition of LTG, and the debt related changes detailed in Note 4, Debt.

Sources and Uses of Cash

Operating Activities

Our operating activities provided cash of $319.6 million and $28.8 million in the first nine months of 2019 and 2018, respectively. The increase in cash provided was due to changes in working capital, as discussed above, driven primarily by increased activity from the Lansing acquisition.

Investing Activities

Investing activities used cash of $334.9 million through the first nine months of 2019 compared to cash used of $115.9 million in the prior year. Cash used for the acquisition of business increased $149.6 million due to the LTG acquisition.

In 2019, we expect to spend up to a total of $111 million for the purchase of railcars and related leases and capitalized modifications of railcars. We also expect these purchases to be funded from sales and dispositions of railcars or non-recourse debt of approximately $100 million during the year.

In addition to the construction of the bio-refinery, total capital spending for 2019 on property, plant and equipment in our base business excluding rail leasing activity, but inclusive of information technology spending is expected to be approximately $128 million.

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Financing Activities

Financing activities provided cash of $12.3 million and $69.0 million for the nine months ended September 30, 2019 and 2018, respectively. This was largely due to an increase in proceeds from new debt issued to finance the LTG acquisition offset by a reduction in short-term borrowing used to finance working capital.

We are party to borrowing arrangements with a syndicate of banks that provide a total of $1,628.7 million in borrowings. This amount includes $70.0 million of capacity of ELEMENT LLC, $200.0 million of capacity of The Andersons Railcar Leasing Company LLC and $181.2 million of capacity of Thompsons, all of which is non-recourse to the Company. Of that total, the Company had $1,207.7 million available for borrowing at September 30, 2019.

We paid $16.6 million in dividends in the first nine months of 2019 compared to $14.0 million in the prior year. We paid $0.17 per common share for the dividends paid in January, April and July of 2019 and $0.165 per common share for the dividends paid in January, April and July of 2018. On August 23, 2019 we declared a cash dividend of $0.17 per common share payable on October 22, 2019 to shareholders of record on October 1, 2019.

Certain of our long-term borrowings include covenants that, among other things, impose minimum levels of equity and limitations on additional debt. We are in compliance with all such covenants as of September 30, 2019. In addition, certain of our long-term borrowings are collateralized by first mortgages on various facilities or are collateralized by railcar assets. Our non-recourse long-term debt is collateralized by ethanol plant assets and railcar assets.

Because we are a significant borrower of short-term debt in peak seasons and the majority of this is variable rate debt, increases in interest rates could have a significant impact on our profitability. However, much of this risk is mitigated by hedging instruments that are in place. 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, we could receive a return of cash.

We believe our sources of liquidity will be adequate to fund our operations, capital expenditures and payments of dividends in the foreseeable future.

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Contractual Obligations

Future payments due under contractual obligations at September 30, 2019 are as follows:



	Payments Due by Period
(in thousands)	2019 (remaining three months)		2020-2021		2022-2023		After 2023		Total
Long-term debt, recourse	$	44,192	$	133,096	$	312,667	$	325,801	$	815,756
Long-term debt, non-recourse	4,829		130,859		9,961		6,370		152,019
Interest obligations (a)	32,978		58,858		15,450		29,241		136,527
Operating leases (b)	8,612		39,845		19,277		10,748		78,482
Finance leases	1,140		19,947		4,683		18,184		43,954
Purchase commitments (c)	1,809,263		909,153		6,498		—		2,724,914
Other long-term liabilities (d)	3,317		6,711		6,804		24,695		41,527
Construction commitment (e)	5,199		—		—		—		5,199
Total contractual cash obligations	$	1,909,530	$	1,298,469	$	375,340	$	415,039	$	3,998,378

(a) Future interest obligations are calculated based on interest rates in effect as of September 30, 2019 for the Company's variable rate debt and do not include any assumptions on expected borrowings, if any, under the short-term line of credit.

(b) Approximately 43% of the operating lease commitments above relate to Rail Group assets that the Company leases from financial intermediaries.

(c) Includes the amounts related to purchase obligations in the Company's operating units, including $2,398 million for the purchase of commodities, including grain from producers and $246 million for the purchase of ethanol from the unconsolidated ethanol LLCs. Effective October 1, 2019, there will no longer be any purchase commitments from the unconsolidated ethanol LLCs as TAMH will be a consolidated entity. There are also forward commodities sales contracts, including those for grain and ethanol, to consumers and traders and the net of these forward contracts are offset by exchange-traded futures and options contracts or over-the-counter contracts. See the narrative description of businesses for the Trade (formerly Grain) and Ethanol Groups in Item 1 of the 2018 Annual Report on Form 10-K for further discussion.

(d) Other long-term liabilities include estimated obligations under our retiree healthcare programs and principal and interest payments for the financing arrangement on our headquarters. Obligations under the retiree healthcare programs are not fixed commitments and will vary depending on various factors, including the level of participant utilization and inflation. Our estimates of postretirement payments through 2023 have considered recent payment trends and actuarial assumptions.

(e) In 2018, the Company entered into an agreement to construct a bio-refinery. The company expects to contribute $5.2 million for the remainder of 2019 to complete the construction of this plant.

At September 30, 2019, we had standby letters of credit outstanding of $32.8 million.

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Off-Balance Sheet Transactions

Our Rail Group utilizes leasing arrangements that provide off-balance sheet financing for its activities. We lease assets from financial intermediaries through sale-leaseback transactions, the majority of which involve operating leasebacks. Rail Group assets we own or lease from a financial intermediary are generally leased to a customer under an operating lease. We also arrange non-recourse lease transactions under which we sell assets to a financial intermediary and assign the related operating lease to the financial intermediary on a non-recourse basis. In such arrangements, we generally provide ongoing maintenance and management services for the financial intermediary and receive a fee for such services.

The following table describes our Rail Group asset positions at September 30, 2019:



Method of Control	Financial Statement	Units
Owned - railcars available for sale	On balance sheet – current	1,328
Owned - railcar assets leased to others	On balance sheet – non-current	21,394
Railcars leased from financial intermediaries	Off balance sheet	1,922
Railcars in non-recourse arrangements	Off balance sheet	177
Total Railcars		24,821
Locomotive assets leased to others	On balance sheet – non-current	24
Locomotives leased from financial intermediaries	Off balance sheet	4
Total Locomotives		28
Barge assets leased from financial intermediaries	Off balance sheet	15
Total Barges		15

In addition, we manage 963 railcars for third party customers or owners for which we receive a fee.

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, 2018. There were no material changes in market risk, specifically commodity and interest rate risk during the quarter ended September 30, 2019.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer ("Certifying Officers"), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) of the Exchange Act, the Company carried out an evaluation, under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on the results of this evaluation, management concluded that, as of September 30, 2019, the Company's disclosure controls and procedures were effective.

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Changes in Internal Control over Financial Reporting

Management concluded that the Company’s system of internal control over financial reporting was effective as of December 31, 2018. As required by Rule 13a-15(d) of the Exchange Act, the Company carried out an evaluation, under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer, of any change in the Company’s internal controls over financial reporting that have materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

The Company acquired the remaining equity of LTG and Thompsons during the first quarter of 2019. In connection with the integration of LTG and Thompsons, the Company will implement enhancements to its internal control over financial reporting as necessary. Additionally, the Company is undertaking the phased implementation of an ERP software system. The Company believes it is maintaining and monitoring appropriate internal controls during the implementation period and further believes that its internal control environment will be enhanced as a result of this implementation. There have been no other changes in the Company’s internal controls over financial reporting during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

We are currently subject to various claims and suits arising in the ordinary course of business, which include environmental issues, employment claims, contractual disputes, and defensive counter claims. We accrue liabilities where litigation losses are deemed probable and estimable. We believe it is unlikely that the results of our current legal proceedings, even if unfavorable, will be materially different from what we currently have accrued. There can be no assurance, however, that any claims or suits arising in the future, whether taken individually or in the aggregate, will not have a material adverse effect on our financial condition or results of operations.

Item 1A. Risk Factors

Our operations are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in this Form 10-Q and could have a material adverse impact on our financial results. These risks can be impacted by factors beyond our control as well as by errors and omissions on our part. The most significant factors known to us that could materially adversely affect our business, financial condition or operating results are described in our 2018 Form 10-K (Item 1A).

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



Period	Total Number of Shares Purchased⁽¹⁾	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽²⁾	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 2019	37,174	$	27.23	—	—
August 2019	—	—		—	—
September 2019	532	22.71		—	—
Total	37,706	$	27.17	—	—

(1) During the three months ended September 30, 2019, the company acquired shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.

(2) No shares were purchased as part of publicly announced plans or programs.

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Item 4. Mine Safety Disclosure

We are committed to protecting the occupational health and well-being of each of our employees. Safety is one of our core values and we strive to ensure that safety is the first priority for all employees. Our internal objective is to achieve zero injuries and incidents across the Company by focusing on proactively identifying needed prevention activities, establishing standards and evaluating performance to mitigate any potential loss to people, equipment, production and the environment. We have implemented employee training that is geared toward maintaining a high level of awareness and knowledge of safety and health issues in the work environment. We believe that through these policies we have developed an effective safety management system.

Under the Dodd-Frank Act, each operator of a coal or other mine is required to include certain mine safety results within its periodic reports filed with the SEC. As required by the reporting requirements included in §1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K, the required mine safety results regarding certain mining safety and health matters for each of our mine locations that are covered under the scope of the Dodd-Frank Act are included in Exhibit 95 of Item 6. Exhibits of this Quarterly Report on Form 10-Q.

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Item 6. Exhibits

(a) Exhibits




No.		Description

31.1		Certification of the Chief Executive Officer under Rule 13(a)-14(a)/15d-14(a) (filed herewith).

31.2		Certification of the Chief Financial Officer under Rule 13(a)-14(a)/15d-14(a) (filed herewith).

32.1		Certifications Pursuant to 18 U.S.C. Section 1350 (filed herewith).

95		Mine Safety Disclosure (filed herewith).

101		Financial Statements from the interim report on Form 10-Q of The Andersons, Inc. for the period ended September 30, 2019, formatted in XBRL: (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Equity, (v) the Condensed Consolidated Statement of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements.

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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. (Registrant)

Date: November 8, 2019		By /s/ Patrick E. Bowe
		Patrick E. Bowe
		Chief Executive Officer (Principal Executive Officer)

Date: November 8, 2019		By /s/ Brian A. Valentine
		Brian A. Valentine
		Senior Vice President and Chief Financial Officer (Principal Financial Officer)

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Exhibit Index

The Andersons, Inc.




No.		Description

31.1		Certification of the Chief Executive Officer under Rule 13(a)-14(a)/15d-14(a) (filed herewith).

31.2		Certification of the Chief Financial Officer under Rule 13(a)-14(a)/15d-14(a) (filed herewith).

32.1		Certifications Pursuant to 18 U.S.C. Section 1350 (filed herewith).

95		Mine Safety Disclosure (filed herewith).

101		Financial Statements from the interim report on Form 10-Q of The Andersons, Inc. for the period ended September 30, 2019, formatted in XBRL: (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Equity, (v) the Condensed Consolidated Statement of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements.