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): | April 21, 2023 |
|---|
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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)
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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))
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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 |
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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 7.01 Regulation FD Disclosure
On April 21, 2023, The Andersons, Inc. (the "Company") issued a press release addressing recent developments at the Company's joint venture ethanol plant in Colwich, Kansas. This press release is attached hereto as Exhibit 99.1 and will also be available on the Investors page of the Company's website.
The press release is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated April 21, 2023 |
| 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. | ||
|---|---|---|
| April 21, 2023 | By: | /s/ Brian A. Valentine |
| Brian A. Valentine | ||
| Executive Vice President <br>and Chief Financial Officer |
Document
Exhibit 99.1
NEWS RELEASE
Contact:
Mike Hoelter
Vice President, Corporate Controller and Investor Relations
Phone: 419-897-6715
Email: investorrelations@andersonsinc.com
The Andersons, Inc. Announces ELEMENT, LLC has been Placed into Receivership
MAUMEE, OHIO, April 21, 2023 – The Andersons, Inc. (Nasdaq: ANDE) announces that on April 18, 2023, ELEMENT, LLC (ELEMENT), a joint venture with ICM, Inc. in which The Andersons, Inc. is a 51% owner, was placed into receivership pursuant to the Agreed Order Granting Application for Appointment of Receiver. The ELEMENT ethanol plant, located in Colwich, Kansas, is currently in an extended maintenance shutdown and future operating decisions will be made by the court-appointed receiver.
The plant, which opened in 2019, has faced operational and market-based challenges. These have been exacerbated by a shift in the California Low Carbon Fuel Standard credit markets and high western corn basis. As previously disclosed, these challenging conditions led to the failure by ELEMENT to make a required debt payment and receipt of a default notice in February 2023. This debt of ELEMENT is non-recourse to the company. The company expects to record a non-cash pretax impairment charge on long-lived assets related to ELEMENT of approximately $85 - $95 million, 51% of which will be attributable to the company. This range is preliminary and will be finalized as part of the company’s ongoing normal quarterly close process.
These events are not expected to impact the company’s previously communicated long-term EBITDA target.
About The Andersons, Inc.
The Andersons, Inc. is a diversified company rooted in agriculture that conducts business in the commodity merchandising, renewables, and plant nutrient sectors. For more information, please visit www.andersonsinc.com.