8-K
Andersons, Inc. (ANDE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 8-K
______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | November 1, 2022 |
|---|
__________________________________________
The Andersons, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Ohio | 000-20557 | 34-1562374 |
|---|---|---|
| (State of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1947 Briarfield Boulevard
Maumee, Ohio 43537
(Address of principal executive offices) (Zip Code)
(419) 893-5050
(Registrant’s telephone number, including area code)
__________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[☐] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[☐] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[☐] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[☐] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
__________________________________________
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 is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
[☐] 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.
Item 2.02 Results of Operations and Financial Condition.
The Andersons, Inc. issued a press release announcing its third quarter 2022 earnings. This press release is attached as exhibit 99.1 to this filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description |
|---|---|
| 99.1 | Third Quarter 2022 Earnings Release |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
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 hereunto duly authorized.
| The Andersons, Inc. | ||
|---|---|---|
| November 1, 2022 | By: | /s/ Brian A. Valentine |
| Brian A. Valentine | ||
| Executive Vice President <br>and Chief Financial Officer |
Document
Exhibit 99.1
NEWS RELEASE
The Andersons, Inc. Reports Continued Strong Quarterly Results
MAUMEE, OHIO, November 1, 2022 - The Andersons, Inc. (Nasdaq: ANDE) announces financial results for the third quarter ended September 30, 2022.
Third Quarter Highlights:
•Company reported net income from continuing operations attributable to The Andersons of $17.4 million, or $0.50 per diluted share
•EBITDA from continuing operations was $83.0 million for the quarter
•Trade reported pretax income of $40.7 million on continuing strong execution
•Renewables produced pretax income of $15.9 million and pretax income attributable to The Andersons of $8.4 million, a significant improvement year over year
"Great results in our Trade business led the way for this strong quarter. The team executed well and we had positive results from our base business as well as the new growth investments. The Renewables team also performed well in the quarter, despite declining ethanol crush margins and planned maintenance shutdowns. Within Plant Nutrient, ag businesses continued to see high margins, however, we took some write-downs in our lawn products inventory," said President and CEO Pat Bowe. "We also made progress against our growth strategy. We announced the acquisition of Bridge Agri - a pulses and pet food ingredients company headquartered in Lethbridge, Alberta. We also recently announced the acquisition of Mote Farm Service, a farm center located within our core geography. Bolt-on opportunities like these, that are well-aligned with our core grain and fertilizer verticals, remain very attractive growth opportunities for us."
"We celebrated the 75th anniversary of the company in August," continued Bowe. "In recognition of this important milestone, teams of employees have been volunteering for 75 acts of service in 2022 across our broad geographic footprint, honoring our commitment to service in the communities in which we operate."
| in millions, except per share amounts | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Q3 2021 | Variance | YTD 2022 | YTD 2021 | Variance | |||||||
| Pretax Income from Continuing Operations | 34.7 | $ | 16.3 | $ | 18.4 | $ | 163.5 | $ | 84.1 | $ | 79.4 |
| Pretax Income from Continuing Operations Attributable to the Company1 | 17.9 | 9.3 | 133.7 | 85.0 | 48.7 | ||||||
| Adjusted Pretax Income (Loss) from Continuing Operations Attributable to the Company1 | 6.3 | 20.9 | 134.3 | 74.1 | 60.2 | ||||||
| Trade1 | 27.6 | 13.1 | 68.7 | 56.0 | 12.7 | ||||||
| Renewables1 | (3.6) | 12.0 | 59.8 | 22.8 | 37.0 | ||||||
| Plant Nutrient | (5.8) | (5.8) | 37.4 | 26.7 | 10.7 | ||||||
| Other1 | (11.8) | 1.6 | (31.6) | (31.4) | (0.2) | ||||||
| Net Income from Continuing Operations Attributable to the Company | 13.9 | 3.5 | 104.0 | 66.9 | 37.1 | ||||||
| Adjusted Net Income from Continuing Operations Attributable to the Company1 | 5.2 | 12.2 | 105.6 | 58.8 | 46.8 | ||||||
| Diluted Earnings Per Share from Continuing Operations (EPS) | 0.41 | 0.09 | 3.02 | 1.99 | 1.03 | ||||||
| Adjusted Diluted Earnings Per Share from Continuing Operations1 | 0.15 | 0.35 | 3.07 | 1.75 | 1.32 | ||||||
| EBITDA from Continuing Operations1 | 67.9 | 15.1 | 307.5 | 233.4 | 74.1 | ||||||
| Adjusted EBITDA from Continuing Operations1 | 83.0 | $ | 56.3 | $ | 26.7 | $ | 308.2 | $ | 222.5 | $ | 85.7 |
| 1 Non-GAAP financial measures; see appendix for explanations and reconciliations. |
All values are in US Dollars.
Cash, Liquidity and Long-Term Debt Management
"Our businesses continue to generate strong operating cash flows and we remain disciplined in our approach to capital spending. We also began to execute share repurchases in the third quarter under our $100 million board authorization and continue to be well below our long-term debt to EBITDA target of less than 2.5 times," said Executive Vice President and CFO Brian Valentine.
The company generated $568.4 million and $364.6 million in cash from operating activities for the third quarters of 2022 and 2021, respectively, and $50.7 million and $55.6 million in cash from operations before working capital changes for the same periods, respectively. Working capital remains higher than is typical, due to business growth and high commodity prices that impact the value of inventory and accounts receivable.
Third Quarter Segment Overview
Trade Generates Strong Earnings; Record Q3 Adjusted Earnings
The Trade segment recorded pretax income of $40.7 million for the quarter compared to pretax income and adjusted pretax income of $42.0 million and $27.6 million, respectively, in the third quarter of 2021. The segment benefited from strong elevation margins, particularly in early harvest geographies, and excellent merchandising results across the portfolio. In addition, well-positioned animal feed ingredients and organic food and specialty inventories generated good margins.
The majority of our assets are located in areas expected to experience above-trend yields. Continuing global supply and demand imbalances due to production shortfalls and logistical challenges are expected to keep prices relatively high and allow for continued merchandising opportunities and strong elevation margins.
Trade’s third quarter EBITDA was $60.5 million, compared to third quarter 2021 adjusted EBITDA of $43.9 million.
Renewables Generates Solid Q3 Earnings on Strong Margins; Co-Product Values Remain Strong
The Renewables segment reported pretax income of $15.9 million and pretax income attributable to the company of $8.4 million in the third quarter compared to a pretax loss of $5.2 million and a pretax loss attributable to the company of $3.6 million realized in the same period in 2021.
Nearly all of the improvement from the third quarter of 2021 resulted from better margins in our ethanol plants. This was particularly evident in our eastern plants where corn basis was lower in front of an expected good harvest. High co-product values continue to support our results. Increased corn basis in the western U.S. may negatively impact ethanol margins in that region, while our eastern corn belt production facilities are well-positioned for corn supply. Expected margin declines into the fourth quarter will negatively impact performance as compared to the fourth quarter of 2021 when industry margins were at record highs.
Renewables had record third quarter EBITDA of $34.0 million in 2022, up $14.8 million from 2021 third quarter EBITDA of $19.2 million.
Plant Nutrient Ag Businesses Solid; Challenging Quarter for Manufactured Lawn Products
The Plant Nutrient segment posted a pretax loss of $11.6 million, compared to a loss in the prior year of $5.8 million in this seasonally low third quarter. As expected, margins remain strong in our core wholesale nutrients, farm centers, and specialty liquid products. In the granular and contract manufactured products, sales volume and margin declined on lower demand, production challenges, and inventory write-downs. Good fall weather and strong farm income are expected to support fall application rates in our core ag businesses.
Plant Nutrient’s third quarter EBITDA was $(3.1) million compared to 2021 third quarter EBITDA of $1.8 million.
Income Taxes; Corporate
The company recorded income taxes from continuing operations at an effective rate of 28.3% for the quarter due to the tax treatment of non-controlling interests. We continue to anticipate a full-year effective rate of approximately 18% - 21%.
Conference Call
The company will host a webcast on Wednesday, November 2, 2022, at 11 a.m. Eastern Daylight Time, to discuss its performance and provide its outlook for the remainder of 2022 and preliminary views for 2023. To access the call, please dial 888-317-6003 or 412-317-6061 (elite entry number is 3217229). It is recommended that you call 10 minutes before the conference call begins.
To access the webcast, click on the link: https://app.webinar.net/Evo9LbNLqb7. Complete the six fields as directed and click "Register." A replay of the call can also be accessed under the heading "Investors" on the company’s refreshed website at www.andersonsinc.com.
Forward-Looking Statements
This release contains forward-looking statements. These statements involve risks and uncertainties that could cause actual results to differ materially. Without limitation, these risks include economic, weather and regulatory conditions, competition, the ongoing economic impacts from the war in Ukraine, and the risk factors set forth from time to time in the company’s filings with the Securities and Exchange Commission. Although the company believes that the assumptions upon which the financial information and its forward-looking statements are based are reasonable, it can give no assurance that these assumptions will prove to be correct.
Non-GAAP Measures
This release contains non-GAAP financial measures. The company believes that pretax income (loss) from continuing operations attributable to the company; adjusted pretax income (loss) from continuing operations attributable to the company; adjusted pretax income (loss) from continuing operations; adjusted net income from continuing operations attributable to the company; adjusted diluted earnings per share from continuing operations; earnings before interest, taxes, depreciation, and amortization (or EBITDA); EBITDA from continuing operations; adjusted EBITDA; adjusted EBITDA from continuing operations; and cash from operations before working capital changes provide additional information to investors and others about its operations, allowing an evaluation of underlying operating performance and liquidity and better period-to-period comparability. The above measures are not and should not be considered as alternatives to net income from continuing operations, pretax income from continuing operations or income (loss) before income taxes from continuing operations, diluted earnings (loss) per share attributable to The Andersons, Inc. common shareholders from continuing operations and cash provided by (used in) operating activities as determined by generally accepted accounting principles. Reconciliations of the GAAP to non-GAAP measures may be found within this press release and the financial tables provided herein.
Company Description
The Andersons, Inc., celebrating 75 years of service and named to Forbes® lists of America's Best Employers for 2022 and Best Employers for Diversity 2022 as well as America's Most Trusted Companies 2022 by Newsweek®, is a diversified company rooted in agriculture that conducts business in the commodity merchandising, renewables, and plant nutrient sectors. Guided by its Statement of Principles, The Andersons is committed to providing extraordinary service to its customers, helping its employees improve, supporting its communities, and increasing the value of the company. For more information, please visit www.andersonsinc.com.
Investor Relations Contact
Mike Hoelter
Vice President, Corporate Controller and Investor Relations
Phone: 419-897-6715
E-mail: investorrelations@andersonsinc.com
The Andersons, Inc.
Condensed Consolidated Statements of Operations
(unaudited)
| Three months ended September 30, | Nine months ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share data) | 2022 | 2021 | 2022 | 2021 | ||||
| Sales and merchandising revenues | $ | 4,219,325 | $ | 2,998,824 | $ | 12,647,896 | $ | 8,829,348 |
| Cost of sales and merchandising revenues | 4,055,560 | 2,876,989 | 12,133,755 | 8,430,665 | ||||
| Gross profit | 163,765 | 121,835 | 514,141 | 398,683 | ||||
| Operating, administrative and general expenses | 115,539 | 110,275 | 330,085 | 312,833 | ||||
| Interest expense, net | 14,982 | 8,799 | 42,762 | 28,848 | ||||
| Other income, net: | ||||||||
| Equity in earnings (losses) of affiliates, net | 681 | (250) | (5,597) | 2,389 | ||||
| Other income, net | 794 | 13,806 | 27,782 | 24,743 | ||||
| Income before income taxes from continuing operations | 34,719 | 16,317 | 163,479 | 84,134 | ||||
| Income tax provision from continuing operations | 9,839 | 4,027 | 29,695 | 18,065 | ||||
| Net income from continuing operations | 24,880 | 12,290 | 133,784 | 66,069 | ||||
| Income from discontinued operations, net of income taxes | 19,392 | 1,846 | 18,099 | 7,453 | ||||
| Net income | 44,272 | 14,136 | 151,883 | 73,522 | ||||
| Net income (loss) attributable to noncontrolling interests | 7,524 | (1,602) | 29,827 | (822) | ||||
| Net income attributable to The Andersons, Inc. | $ | 36,748 | $ | 15,738 | $ | 122,056 | $ | 74,344 |
| Earnings per share attributable to The Andersons, Inc. common shareholders: | ||||||||
| Basic earnings: | ||||||||
| Continuing operations | $ | 0.51 | $ | 0.42 | $ | 3.08 | $ | 2.01 |
| Discontinued operations | 0.57 | 0.06 | 0.54 | 0.22 | ||||
| $ | 1.08 | $ | 0.48 | $ | 3.62 | $ | 2.23 | |
| Diluted earnings: | ||||||||
| Continuing operations | $ | 0.50 | $ | 0.41 | $ | 3.02 | $ | 1.99 |
| Discontinued operations | 0.56 | 0.05 | 0.53 | 0.22 | ||||
| $ | 1.06 | $ | 0.46 | $ | 3.55 | $ | 2.21 |
The Andersons, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
| (in thousands) | September 30, 2022 | December 31, 2021 | September 30, 2021 | |||
|---|---|---|---|---|---|---|
| Assets | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 140,771 | $ | 216,444 | $ | 216,874 |
| Accounts receivable, net | 990,531 | 835,180 | 735,349 | |||
| Inventories | 1,556,426 | 1,814,538 | 1,017,804 | |||
| Commodity derivative assets – current | 502,097 | 410,813 | 409,647 | |||
| Current assets held-for-sale | — | 20,885 | 26,561 | |||
| Other current assets | 75,402 | 74,468 | 92,159 | |||
| Total current assets | 3,265,227 | 3,372,328 | 2,498,394 | |||
| Other assets: | ||||||
| Goodwill | 129,342 | 129,342 | 129,342 | |||
| Other intangible assets, net | 99,317 | 117,137 | 118,690 | |||
| Right of use assets, net | 59,146 | 52,146 | 50,270 | |||
| Other assets held-for-sale | — | 43,169 | 38,863 | |||
| Other assets, net | 99,650 | 69,068 | 74,923 | |||
| Total other assets | 387,455 | 410,862 | 412,088 | |||
| Property, plant and equipment, net | 765,939 | 786,029 | 797,660 | |||
| Total assets | $ | 4,418,621 | $ | 4,569,219 | $ | 3,708,142 |
| Liabilities and equity | ||||||
| Current liabilities: | ||||||
| Short-term debt | $ | 652,947 | $ | 501,792 | $ | 281,199 |
| Trade and other payables | 930,027 | 1,199,324 | 825,923 | |||
| Customer prepayments and deferred revenue | 258,828 | 358,119 | 147,225 | |||
| Commodity derivative liabilities – current | 137,168 | 128,911 | 78,702 | |||
| Current maturities of long-term debt | 112,029 | 32,256 | 106,255 | |||
| Accrued taxes | 23,439 | 37,668 | 97,215 | |||
| Current liabilities held-for-sale | — | 13,379 | 13,427 | |||
| Accrued expenses and other current liabilities | 206,069 | 192,480 | 173,215 | |||
| Total current liabilities | 2,320,507 | 2,463,929 | 1,723,161 | |||
| Long-term lease liabilities | 34,779 | 31,322 | 31,332 | |||
| Long-term debt, less current maturities | 497,988 | 600,487 | 542,821 | |||
| Deferred income taxes | 59,079 | 71,127 | 79,636 | |||
| Other long-term liabilities held-for-sale | — | 16,119 | 13,592 | |||
| Other long-term liabilities | 79,727 | 78,531 | 81,587 | |||
| Total liabilities | 2,992,080 | 3,261,515 | 2,472,129 | |||
| Total equity | 1,426,541 | 1,307,704 | 1,236,013 | |||
| Total liabilities and equity | $ | 4,418,621 | $ | 4,569,219 | $ | 3,708,142 |
The Andersons, Inc.
Consolidated Statements of Cash Flows
(unaudited)
| Nine months ended September 30, | ||||
|---|---|---|---|---|
| (in thousands) | 2022 | 2021 | ||
| Operating Activities | ||||
| Net income from continuing operations | $ | 133,784 | $ | 66,069 |
| Income from discontinued operations, net of income taxes | 18,099 | 7,453 | ||
| Net income | 151,883 | 73,522 | ||
| Adjustments to reconcile net income to cash provided by (used in) operating activities: | ||||
| Depreciation and amortization | 101,266 | 142,137 | ||
| Bad debt expense, net | 5,028 | (2,182) | ||
| Equity in (earnings) losses of affiliates, net of dividends | 5,597 | (2,389) | ||
| Gain on sale of business from continuing operations | — | (14,619) | ||
| (Gain) loss on sale of business from discontinued operations | (27,091) | 1,491 | ||
| Gain on sales of assets, net | (8,854) | (6,505) | ||
| Stock-based compensation expense | 7,697 | 6,727 | ||
| Deferred federal income tax | (20,819) | (93,725) | ||
| Other | 10,055 | 10,404 | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable | (140,866) | (89,902) | ||
| Inventories | 236,854 | 266,865 | ||
| Commodity derivatives | (104,901) | (158,741) | ||
| Other current and non-current assets | 2,000 | (3,357) | ||
| Payables and other current and non-current liabilities | (371,219) | (10,659) | ||
| Net cash (used in) provided by operating activities | (153,370) | 119,067 | ||
| Investing Activities | ||||
| Purchases of property, plant and equipment and capitalized software | (72,247) | (52,730) | ||
| Proceeds from sale of assets | 4,810 | 3,999 | ||
| Purchases of investments | (2,105) | (5,993) | ||
| Proceeds from sale of business from continuing operations | 5,171 | 18,130 | ||
| Proceeds from sale of business from discontinued operations | 56,302 | 543,102 | ||
| Purchases of Rail assets | (27,464) | (6,039) | ||
| Proceeds from sale of Rail assets | 36,706 | 18,705 | ||
| Other | 1,746 | 349 | ||
| Net cash provided by investing activities | 2,919 | 519,523 | ||
| Financing Activities | ||||
| Net receipts (payments) under short-term lines of credit | 361,318 | (324,279) | ||
| Proceeds from issuance of short-term debt | 350,000 | 608,250 | ||
| Payments of short-term debt | (550,000) | (408,250) | ||
| Proceeds from issuance of long-term debt | — | 186,800 | ||
| Payments of long-term debt | (22,585) | (485,527) | ||
| Contributions from noncontrolling interest owner | 2,450 | 4,655 | ||
| Distributions to noncontrolling interest owner | (34,930) | (25) | ||
| Payments of debt issuance costs | (7,802) | (2,059) | ||
| Dividends paid | (18,262) | (17,503) | ||
| Proceeds from exercises of stock options | 5,024 | — | ||
| Common stock repurchased | (6,769) | — | ||
| Other | (2,955) | (12,709) | ||
| Net cash provided by (used in) financing activities | 75,489 | (450,647) | ||
| Effect of exchange rates on cash and cash equivalents | (711) | (192) | ||
| Increase (decrease) in cash and cash equivalents | (75,673) | 187,751 | ||
| Cash and cash equivalents at beginning of period | 216,444 | 29,123 | ||
| Cash and cash equivalents at end of period | $ | 140,771 | $ | 216,874 |
The Andersons, Inc.
Adjusted Net Income Attributable to The Andersons, Inc.
A non-GAAP financial measure
(unaudited)
| Three months ended September 30, | Nine months ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share data) | 2022 | 2021 | 2022 | 2021 | ||||
| Net income from continuing operations | $ | 24,880 | $ | 12,290 | $ | 133,784 | $ | 66,069 |
| Net income (loss) attributable to noncontrolling interests | 7,524 | (1,602) | 29,827 | (822) | ||||
| Net income from continuing operations attributable to The Andersons, Inc. | 17,356 | 13,892 | 103,957 | 66,891 | ||||
| Adjustments: | ||||||||
| Gain on sale of frac sand assets | — | — | (3,762) | — | ||||
| Impairment on equity method and cost method investments | — | 2,784 | 4,455 | 2,784 | ||||
| Gain on sale of a business | — | (14,619) | — | (14,619) | ||||
| Transaction related stock compensation | — | 243 | — | 1,000 | ||||
| Income tax impact of adjustments1 | — | 2,898 | 940 | 2,709 | ||||
| Total adjusting items, net of tax | — | (8,694) | 1,633 | (8,126) | ||||
| Adjusted net income from continuing operations attributable to The Andersons, Inc. | $ | 17,356 | $ | 5,198 | $ | 105,590 | $ | 58,765 |
| Diluted earnings per share from continuing operations attributable to The Andersons, Inc. common shareholders | $ | 0.50 | $ | 0.41 | $ | 3.02 | $ | 1.99 |
| Impact on diluted earnings (loss) per share from continuing operations | $ | — | $ | (0.26) | $ | 0.05 | $ | (0.24) |
| Adjusted diluted earnings per share from continuing operations | $ | 0.50 | $ | 0.15 | $ | 3.07 | $ | 1.75 |
1 The income tax impact of adjustments is taken at the statutory tax rate of 25% with the exception of the impairment on the equity method investment of $4.5 million for the nine months ended September 30, 2022, which had no income tax impact.
Adjusted net income (loss) from continuing operations attributable to The Andersons, Inc. reflects reported net income (loss) from continuing operations available to The Andersons, Inc. common shareholders after the removal of specified items described above. Adjusted diluted earnings (loss) from continuing operations per share reflects the fully diluted EPS of The Andersons, Inc. after removal of the effect on EPS as reported of specified items described above. Management believes that Adjusted net income (loss) from continuing operations attributable to The Andersons, Inc. and Adjusted diluted earnings (loss) from continuing operations per share are useful measures of The Andersons, Inc. performance as they provide investors additional information about the operations of the company allowing better evaluation of underlying business performance and better comparability to previous periods. These non-GAAP financial measures are not intended to replace or be alternatives to Net income from continuing operations attributable to The Andersons, Inc. and Diluted earnings per share from continuing operations attributable to The Andersons, Inc. common shareholders as reported, the most directly comparable GAAP financial measures, or any other measures of operating results under GAAP. Earnings amounts described above have been divided by the company’s average number of diluted shares outstanding for each respective period in order to arrive at an adjusted diluted earnings (loss) from continuing operations per share amount for each specified item.
The Andersons, Inc.
Segment Data
(unaudited)
| (in thousands) | Trade | Renewables | Plant Nutrient | Other | Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Three months ended September 30, 2022 | ||||||||||
| Sales and merchandising revenues | $ | 3,240,526 | $ | 814,923 | $ | 163,876 | $ | — | $ | 4,219,325 |
| Gross profit | 124,368 | 24,677 | 14,720 | — | 163,765 | |||||
| Operating, administrative and general expenses | 73,347 | 7,053 | 25,427 | 9,712 | 115,539 | |||||
| Other income (loss), net | (262) | 832 | 1,018 | (794) | 794 | |||||
| Income (loss) before income taxes from continuing operations | 40,658 | 15,901 | (11,609) | (10,231) | 34,719 | |||||
| Income (loss) attributable to noncontrolling interests | — | 7,524 | — | — | 7,524 | |||||
| Income (loss) before income taxes from continuing operations attributable to The Andersons, Inc. (a) | $ | 40,658 | $ | 8,377 | $ | (11,609) | $ | (10,231) | $ | 27,195 |
| Three months ended September 30, 2021 | ||||||||||
| Sales and merchandising revenues | $ | 2,242,131 | $ | 614,637 | $ | 142,056 | $ | — | $ | 2,998,824 |
| Gross profit | 98,196 | 5,751 | 17,888 | — | 121,835 | |||||
| Operating, administrative and general expenses | 67,590 | 10,014 | 22,883 | 9,788 | 110,275 | |||||
| Other income (loss), net | 16,886 | 683 | 309 | (4,072) | 13,806 | |||||
| Income (loss) before income taxes from continuing operations | 41,999 | (5,238) | (5,832) | (14,612) | 16,317 | |||||
| Income (loss) attributable to noncontrolling interests | — | (1,602) | — | — | (1,602) | |||||
| Income (loss) before income taxes from continuing operations attributable to The Andersons, Inc. (a) | $ | 41,999 | $ | (3,636) | $ | (5,832) | $ | (14,612) | $ | 17,919 |
| Adjustments to income (loss) before income taxes from continuing operations (b) | (14,376) | — | — | 2,784 | (11,592) | |||||
| Adjusted income (loss) before income taxes from continuing operations attributable to The Andersons, Inc. (a) | $ | 27,623 | $ | (3,636) | $ | (5,832) | $ | (11,828) | $ | 6,327 |
| (a) Income (loss) from continuing operations before income taxes attributable to The Andersons, Inc. for each operating segment is defined as net sales and merchandising revenues plus identifiable other income less all identifiable operating expenses, including interest expense for carrying working capital and long-term assets and is reported net of the noncontrolling interest share of income.<br>(b) Additional information on the individual adjustments that are included in the adjustments to income (loss) from continuing operations before income taxes can be found in the Reconciliation to EBITDA and Adjusted EBITDA table. |
The Andersons, Inc.
Segment Data (continued)
(unaudited)
| (in thousands) | Trade | Renewables | Plant Nutrient | Other | Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Nine months ended September 30, 2022 | ||||||||||
| Sales and merchandising revenues | $ | 9,422,974 | $ | 2,380,721 | $ | 844,201 | $ | — | $ | 12,647,896 |
| Gross profit | 293,981 | 99,756 | 120,404 | — | 514,141 | |||||
| Operating, administrative and general expenses | 195,867 | 23,533 | 80,343 | 30,342 | 330,085 | |||||
| Other income (loss), net | 7,745 | 19,750 | 2,688 | (2,401) | 27,782 | |||||
| Income (loss) before income taxes from continuing operations | 67,993 | 89,639 | 37,445 | (31,598) | 163,479 | |||||
| Income (loss) attributable to noncontrolling interests | — | 29,827 | — | — | 29,827 | |||||
| Income (loss) before income taxes from continuing operations attributable to The Andersons, Inc. (a) | $ | 67,993 | $ | 59,812 | $ | 37,445 | $ | (31,598) | $ | 133,652 |
| Adjustments to income (loss) before income taxes from continuing operations (b) | 693 | — | — | — | 693 | |||||
| Adjusted income (loss) before income taxes from continuing operations attributable to The Andersons, Inc. (a) | $ | 68,686 | $ | 59,812 | $ | 37,445 | $ | (31,598) | $ | 134,345 |
| Nine months ended September 30, 2021 | ||||||||||
| Sales and merchandising revenues | $ | 6,522,508 | $ | 1,674,123 | $ | 632,717 | $ | — | $ | 8,829,348 |
| Gross profit | 248,584 | 48,950 | 101,149 | — | 398,683 | |||||
| Operating, administrative and general expenses | 186,035 | 23,247 | 72,850 | 30,701 | 312,833 | |||||
| Other income (loss), net | 24,439 | 2,048 | 1,745 | (3,489) | 24,743 | |||||
| Income (loss) before income taxes from continuing operations | 69,631 | 21,999 | 26,686 | (34,182) | 84,134 | |||||
| Income (loss) attributable to noncontrolling interests | — | (822) | — | — | (822) | |||||
| Income (loss) before income taxes from continuing operations attributable to The Andersons, Inc. (a) | $ | 69,631 | $ | 22,821 | $ | 26,686 | $ | (34,182) | $ | 84,956 |
| Adjustments to income (loss) before income taxes from continuing operations (b) | (13,619) | — | — | 2,784 | (10,835) | |||||
| Adjusted income (loss) before income taxes from continuing operations attributable to The Andersons, Inc. (a) | $ | 56,012 | $ | 22,821 | $ | 26,686 | $ | (31,398) | $ | 74,121 |
| (a) Income (loss) from continuing operations before income taxes attributable to The Andersons, Inc. for each operating segment is defined as net sales and merchandising revenues plus identifiable other income less all identifiable operating expenses, including interest expense for carrying working capital and long-term assets and is reported net of the noncontrolling interest share of income.<br>(b) Additional information on the individual adjustments that are included in the adjustments to income (loss) from continuing operations before income taxes can be found in the Reconciliation to EBITDA and Adjusted EBITDA table. |
The Andersons, Inc.
Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA)
A non-GAAP financial measure
(unaudited)
| Continuing Operations | Discontinued Operations | Total Company | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | Trade | Renewables | Plant Nutrient | Other | Total | Rail | ||||||||
| Three months ended September 30, 2022 | ||||||||||||||
| Net income (loss) | $ | 40,658 | $ | 15,901 | $ | (11,609) | $ | (20,070) | $ | 24,880 | $ | 19,392 | $ | 44,272 |
| Interest expense (income) | 10,782 | 2,555 | 1,920 | (275) | 14,982 | — | 14,982 | |||||||
| Tax provision | — | — | — | 9,839 | 9,839 | 5,826 | 15,665 | |||||||
| Depreciation and amortization | 9,011 | 15,501 | 6,626 | 2,184 | 33,322 | — | 33,322 | |||||||
| EBITDA | $ | 60,451 | $ | 33,957 | $ | (3,063) | $ | (8,322) | $ | 83,023 | $ | 25,218 | $ | 108,241 |
| Three months ended September 30, 2021 | ||||||||||||||
| Net income (loss) | $ | 41,999 | $ | (5,238) | $ | (5,832) | $ | (18,639) | $ | 12,290 | $ | 1,846 | $ | 14,136 |
| Interest expense (income) | 5,243 | 1,658 | 1,146 | 752 | 8,799 | 2,139 | 10,938 | |||||||
| Tax provision (benefit) | — | — | — | 4,027 | 4,027 | (2,777) | 1,250 | |||||||
| Depreciation and amortization | 11,037 | 22,811 | 6,508 | 2,455 | 42,811 | 4,172 | 46,983 | |||||||
| EBITDA | 58,279 | 19,231 | 1,822 | (11,405) | 67,927 | 5,380 | 73,307 | |||||||
| Adjusting items impacting EBITDA: | ||||||||||||||
| Gain on sale of a business | (14,619) | — | — | — | (14,619) | — | (14,619) | |||||||
| Transaction related stock compensation | 243 | — | — | — | 243 | — | 243 | |||||||
| Impairment on equity method and cost method investments | — | — | — | 2,784 | 2,784 | — | 2,784 | |||||||
| Total adjusting items | (14,376) | — | — | 2,784 | (11,592) | — | (11,592) | |||||||
| Adjusted EBITDA | $ | 43,903 | $ | 19,231 | $ | 1,822 | $ | (8,621) | $ | 56,335 | $ | 5,380 | $ | 61,715 |
The Andersons, Inc.
Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA)
A non-GAAP financial measure
(unaudited)
| Continuing Operations | Discontinued Operations | Total Company | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | Trade | Renewables | Plant Nutrient | Other | Total | Rail | ||||||||
| Nine months ended September 30, 2022 | ||||||||||||||
| Net income (loss) | $ | 67,993 | $ | 89,639 | $ | 37,445 | $ | (61,293) | $ | 133,784 | $ | 18,099 | $ | 151,883 |
| Interest expense (income) | 32,269 | 6,334 | 5,304 | (1,145) | 42,762 | — | 42,762 | |||||||
| Tax provision | — | — | — | 29,695 | 29,695 | 9,169 | 38,864 | |||||||
| Depreciation and amortization | 26,899 | 48,015 | 19,800 | 6,552 | 101,266 | — | 101,266 | |||||||
| EBITDA | 127,161 | 143,988 | 62,549 | (26,191) | 307,507 | 27,268 | 334,775 | |||||||
| Adjusting items impacting EBITDA: | ||||||||||||||
| Gain on sale of frac sand assets | (3,762) | — | — | — | (3,762) | — | (3,762) | |||||||
| Impairment on equity method and cost method investments | 4,455 | — | — | — | 4,455 | — | 4,455 | |||||||
| Total adjusting items | 693 | — | — | — | 693 | — | 693 | |||||||
| Adjusted EBITDA | $ | 127,854 | $ | 143,988 | $ | 62,549 | $ | (26,191) | $ | 308,200 | $ | 27,268 | $ | 335,468 |
| Nine months ended September 30, 2021 | ||||||||||||||
| Net income (loss) | $ | 69,631 | $ | 21,999 | $ | 26,686 | $ | (52,247) | $ | 66,069 | $ | 7,453 | $ | 73,522 |
| Interest expense (income) | 19,746 | 5,752 | 3,358 | (8) | 28,848 | 8,714 | 37,562 | |||||||
| Tax provision (benefit) | — | — | — | 18,065 | 18,065 | (428) | 17,637 | |||||||
| Depreciation and amortization | 33,317 | 60,608 | 19,345 | 7,107 | 120,377 | 21,760 | 142,137 | |||||||
| EBITDA | 122,694 | 88,359 | 49,389 | (27,083) | 233,359 | 37,499 | 270,858 | |||||||
| Adjusting items impacting EBITDA: | ||||||||||||||
| Gain on sale of a business | (14,619) | — | — | — | (14,619) | — | (14,619) | |||||||
| Transaction related stock compensation | 1,000 | — | — | — | 1,000 | — | 1,000 | |||||||
| Impairment on equity method and cost method investments | — | — | — | 2,784 | 2,784 | — | 2,784 | |||||||
| Total adjusting items | (13,619) | — | — | 2,784 | (10,835) | — | (10,835) | |||||||
| Adjusted EBITDA | $ | 109,075 | $ | 88,359 | $ | 49,389 | $ | (24,299) | $ | 222,524 | $ | 37,499 | $ | 260,023 |
The Andersons, Inc.
Trailing Twelve Months of EBITDA and Adjusted EBITDA from Continuing Operations
A non-GAAP financial measure
(unaudited)
| Three Months Ended, | Twelve months ended September 30, 2022 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | December 31, 2021 | March 31, 2022 | June 30, 2022 | September 30, 2022 | ||||||
| Net income from continuing operations | $ | 65,473 | $ | 6,504 | $ | 102,400 | $ | 24,880 | $ | 199,257 |
| Interest expense | 8,444 | 10,859 | 16,921 | 14,982 | 51,206 | |||||
| Tax provision | 11,163 | 4,103 | 15,753 | 9,839 | 40,858 | |||||
| Depreciation and amortization | 36,797 | 34,377 | 33,567 | 33,322 | 138,063 | |||||
| EBITDA from continuing operations | 121,877 | 55,843 | 168,641 | 83,023 | 429,384 | |||||
| Adjusting items impacting EBITDA from continuing operations: | ||||||||||
| Transaction related stock compensation | 274 | — | — | — | 274 | |||||
| Asset impairment including equity method investments | 8,321 | — | 4,455 | — | 12,776 | |||||
| Gain on sale of frac sand assets | — | — | (3,762) | — | (3,762) | |||||
| Total adjusting items | 8,595 | — | 693 | — | 9,288 | |||||
| Adjusted EBITDA from continuing operations | $ | 130,472 | $ | 55,843 | $ | 169,334 | $ | 83,023 | $ | 438,672 |
| Three Months Ended, | Twelve months ended September 30, 2021 | |||||||||
| December 31, 2020 | March 31, 2021 | June 30, 2021 | September 30, 2021 | |||||||
| Net income from continuing operations | $ | 15,917 | $ | 9,755 | $ | 44,024 | $ | 12,290 | $ | 81,986 |
| Interest expense | 7,833 | 9,989 | 10,060 | 8,799 | 36,681 | |||||
| Tax provision (benefit) | 7,718 | 4,361 | 9,677 | 4,027 | 25,783 | |||||
| Depreciation and amortization | 38,568 | 38,617 | 38,949 | 42,811 | 158,945 | |||||
| EBITDA from continuing operations | 70,036 | 62,722 | 102,710 | 67,927 | 303,395 | |||||
| Adjusting items impacting EBITDA from continuing operations: | ||||||||||
| Transaction related stock compensation | 946 | 483 | 274 | 243 | 1,946 | |||||
| Gain on sale of a business | — | — | — | (14,619) | (14,619) | |||||
| Loss from cost method investment | — | — | — | 2,784 | 2,784 | |||||
| Severance costs | 528 | — | — | — | 528 | |||||
| Total adjusting items | 1,474 | 483 | 274 | (11,592) | (9,361) | |||||
| Adjusted EBITDA from continuing operations | $ | 71,510 | $ | 63,205 | $ | 102,984 | $ | 56,335 | $ | 294,034 |
The Andersons, Inc.
Cash from Operations Before Working Capital Changes
A non-GAAP financial measure
(unaudited)
| Three months ended September 30, | Nine months ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2022 | 2021 | 2022 | 2021 | ||||
| Cash provided by (used in) operating activities | $ | 568,429 | $ | 364,561 | $ | (153,370) | $ | 119,067 |
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | 148,330 | (31,564) | (140,866) | (89,902) | ||||
| Inventories | 50,169 | (123,641) | 236,854 | 266,865 | ||||
| Commodity derivatives | 84,189 | 91,950 | (104,901) | (158,741) | ||||
| Other current and non-current assets | (3,106) | (38,925) | 2,000 | (3,357) | ||||
| Payables and other current and non-current liabilities | 238,184 | 506,224 | (371,219) | (10,659) | ||||
| Total changes in operating assets and liabilities | 517,766 | 404,044 | (378,132) | 4,206 | ||||
| Adjusting items impacting cash from operations before working capital changes: | ||||||||
| Changes in CARES Act tax refund receivable1 | — | — | — | 27,697 | ||||
| Changes in deferred income taxes as a result of the Rail leasing sale2 | — | 95,097 | — | 95,097 | ||||
| Cash from operations before working capital changes | $ | 50,663 | $ | 55,614 | $ | 224,762 | $ | 237,655 |
1 In 2020, the Company recorded a tax receivable of $37.6 million related to the CARES Act within working capital, with a corresponding impact to deferred taxes and net income. The purpose for presenting this significant unusual item as an adjustment to cash from operations before working capital changes was to show the tax refund in the year that the cash was received. As the working capital accounts are excluded in the cash from operations before working capital changes calculation, the impact of the CARES Act to deferred taxes and net income would have made it appear that cash of $37.6 million was received in 2020 when it was still to be collected. In view of that, we removed the $37.6 million CARES Act tax refund receivable from our 2020 non-GAAP total and included $27.7 million of cash tax refunds in 2021, the year the cash was received. The remaining $9.9 million of the CARES Act tax receivable remains outstanding as of September 30, 2022.
2 As a result of the Rail Leasing sale in the third quarter of the prior year, the Company reclassified a large portion of its deferred tax balance related to the accelerated depreciation of railcar assets to a tax payable. As the tax payable account resides within the "Payables and other current and non-current liabilities" it is removed in the Cash from operations before working capital calculation. Therefore, the change in the deferred balance related to the Rail Leasing sale must also be removed from the calculation to normalize the metric.
Cash from operations before working capital changes is defined as cash provided by (used in) operating activities before the impact of changes in working capital within the statement of cash flows. The Company calculates cash from operations by eliminating the effect of changes in accounts receivable, inventories, commodity derivatives, other assets, and payables and accrued expenses from the cash provided by (used in) operating activities. Management believes that cash from operations before working capital changes is a useful measure of the company’s performance as it provides investors additional information about the company’s operations allowing better evaluation of underlying business performance and improved comparability to prior periods. Cash from operations before working capital changes is a non-GAAP financial measure and is not intended to replace or be an alternative to cash provided by (used in) operating activities, the most directly comparable GAAP financial measure.