UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended March 31, ~~2018~~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)

(Former name, former address and former fiscal year, if changed since last report.)

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 and posted on its corporate Web site, if any, 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 and post such files. Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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 ~~28.3~~32.5 million common shares outstanding ~~no par value,~~ at April ~~27, 2018.~~26, 2019.

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

THE ANDERSONS, INC.

INDEX



	Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets – March 31, ~~2018,~~2019, December 31, ~~2017~~2018 and March 31, ~~2017~~2018	3
Condensed Consolidated Statements of Operations – Three months ended March 31, ~~2018~~2019 and ~~2017~~2018	5
Condensed Consolidated Statements of Comprehensive Income (Loss) – Three months ended March 31, ~~2018~~2019 and ~~2017~~2018	6
Condensed Consolidated Statements of Cash Flows – Three months ended March 31, ~~2018~~2019 and ~~2017~~2018	7
Condensed Consolidated Statements of Equity – Three months ended March 31, ~~2018~~2019 and ~~2017~~2018	8
Notes to Condensed Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3. Quantitative and Qualitative Disclosures about Market Risk	4041
Item 4. Controls and Procedures	4041
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	4142
Item 1A. Risk Factors	4142
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4142
Item 4. Mine Safety Disclosure	42
Item 6. Exhibits	42

Part I. Financial Information

Item 1. Financial Statements

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

	March 31, 2018		December 31, 2017		March 31, 2017		March 31, 2019		December 31, 2018		March 31, 2018
Assets
Current assets:
Cash and cash equivalents	$	31,497	$	34,919	$	29,645	$	29,991	$	22,593	$	31,497
Restricted cash	—		—		752
Accounts receivable, net	216,021		183,238		190,628		611,290		207,285		216,021
Inventories (Note 2)	731,629		648,703		641,294		1,026,465		690,804		731,629
Commodity derivative assets – current (Note 5)	43,810		30,702		48,049		158,277		51,421		43,810
Other current assets	57,147		63,790		83,623		60,222		50,703		57,147
Assets held for sale	57,775		37,859		—		364		392		57,775
Total current assets	1,137,879		999,211		993,991		1,886,609		1,023,198		1,137,879
Other assets:
Commodity derivative assets – noncurrent (Note 5)	1,739		310		339		3,757		480		1,739
Goodwill	6,024		6,024		63,934		119,641		6,024		6,024
Other intangible assets, net	108,855		112,893		103,057		206,572		99,138		108,855
Right of use assets, net							85,766		—		—
Other assets, net	28,566		12,557		8,108		26,692		22,341		28,566
Equity method investments	224,449		223,239		208,993		121,781		242,326		224,449
	369,633		355,023		384,431		564,209		370,309		369,633
Rail Group assets leased to others, net (Note 3)	462,253		423,443		342,936		537,629		521,785		462,253
Property, plant and equipment, net (Note 3)	393,763		384,677		440,395		671,805		476,711		393,763
Total assets	$	2,363,528	$	2,162,354	$	2,161,753	$	3,660,252	$	2,392,003	$	2,363,528

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

	March 31, 2018			December 31, 2017			March 31, 2017			March 31, 2019			December 31, 2018			March 31, 2018
Liabilities and equity
Current liabilities:
Short-term debt (Note 4)	$	489,000		$	22,000		$	255,000		$	434,304		$	205,000		$	489,000
Trade and other payables	263,519			503,571			276,834			590,258			462,535			263,519
Customer prepayments and deferred revenue	81,778			59,710			81,628			148,345			32,533			81,778
Commodity derivative liabilities – current (Note 5)	15,424			29,651			29,914			66,623			32,647			15,424
Accrued expenses and other current liabilities	60,095			69,579			65,952			151,648			79,046			60,095
Current maturities of long-term debt (Note 4)	14,134			54,205			56,144			55,160			21,589			14,134
Total current liabilities	923,950			738,716			765,472			1,446,338			833,350			923,950
Long-term lease liabilities										57,451			—			—
Other long-term liabilities	31,536			33,129			36,125			12,262			32,184			31,536
Commodity derivative liabilities – noncurrent (Note 5)	1,414			825			450			3,821			889			1,414
Employee benefit plan obligations	26,310			26,716			34,832			21,471			22,542			26,310
Long-term debt, less current maturities (Note 4)	438,628			418,339			365,971			982,025			496,187			438,628
Deferred income taxes	118,933			121,730			181,541			138,598			130,087			118,933
Total liabilities	1,540,771			1,339,455			1,384,391			2,661,966			1,515,239			1,540,771
Commitments and contingencies (Note 14)
Commitments and contingencies (Note 15)
Shareholders’ equity:
Common shares, without par value (63,000 shares authorized; 29,430 shares issued at 3/31/2018, 12/31/17 and 3/31/2017)	96			96			96
Common shares, without par value (63,000 shares authorized; 33,357 shares issued at 3/31/2019, 29,430 shares issued at 12/31/2018 and 3/31/2018)										137			96			96
Preferred shares, without par value (1,000 shares authorized; none issued)	—			—			—			—			—			—
Additional paid-in-capital	221,990			224,622			220,366			324,753			224,396			221,990
Treasury shares, at cost (955, 1,063 and 1,074 shares at 3/31/2018, 12/31/17 and 3/31/2017, respectively)	(36,028		)	(40,312		)	(40,727		)
Accumulated other comprehensive loss	(3,988		)	(2,700		)	(11,964		)
Treasury shares, at cost (193, 936 and 955 shares at 3/31/2019, 12/31/2018 and 3/31/2018, respectively)										(7,216		)	(35,300		)	(36,028		)
Accumulated other comprehensive income (loss)										2,474			(6,387		)	(3,988		)
Retained earnings	618,572			633,496			601,560			627,136			647,517			618,572
Total shareholders’ equity of The Andersons, Inc.	800,642			815,202			769,331			947,284			830,322			800,642
Noncontrolling interests	22,115			7,697			8,031			51,002			46,442			22,115
Total equity	822,757			822,899			777,362			998,286			876,764			822,757
Total liabilities and equity	$	2,363,528		$	2,162,354		$	2,161,753		$	3,660,252		$	2,392,003		$	2,363,528

See Notes to Condensed Consolidated Financial Statements

The Andersons, Inc.

Condensed Consolidated Statements of Operations

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


	Three months ended March 31,						Three months ended March 31,
	2018			2017			2019			2018
Sales and merchandising revenues	$	635,739		$	852,016		$	1,976,792		$	635,739
Cost of sales and merchandising revenues	572,034			775,558			1,867,128			572,034
Gross profit	63,705			76,458			109,664			63,705
Operating, administrative and general expenses	64,257			81,545			113,349			64,257
Interest expense	6,999			6,100			15,910			6,999
Other income:
Equity in earnings (loss) of affiliates, net	3,573			(1,878		)	1,519			3,573
Other income, net	1,686			7,495
Other income (loss), net							(1,514		)	1,686
Income (loss) before income taxes	(2,292		)	(5,570		)	(19,590		)	(2,292		)
Income tax provision (benefit)	(310		)	(2,535		)	(5,442		)	(310		)
Net income (loss)	(1,982		)	(3,035		)	(14,148		)	(1,982		)
Net income (loss) attributable to the noncontrolling interests	(282		)	54			(155		)	(282		)
Net income (loss) attributable to The Andersons, Inc.	$	(1,700	)	$	(3,089	)	$	(13,993	)	$	(1,700	)
Per common share:
Basic earnings (loss) attributable to The Andersons, Inc. common shareholders	$	(0.06	)	$	(0.11	)	$	(0.43	)	$	(0.06	)
Diluted earnings (loss) attributable to The Andersons, Inc. common shareholders	$	(0.06	)	$	(0.11	)	$	(0.43	)	$	(0.06	)
Dividends declared	$	0.165		$	0.160

See Notes to Condensed Consolidated Financial Statements

The Andersons, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)(In thousands)


	Three months ended March 31,						Three months ended March 31,
	2018			2017			2019			2018
Net income (loss)	$	(1,982	)	$	(3,035	)	$	(14,148	)	$	(1,982	)
Other comprehensive income (loss), net of tax:
Change in fair value of convertible preferred securities (net of income tax of $(87) and $0)	(87		)	—
Change in unrecognized actuarial loss and prior service cost (net of income tax of $15 and $7)	(51		)	(10		)
Foreign currency translation adjustments (net of income tax of $0 and $0)	(1,150		)	514
Change in fair value of convertible preferred securities (net of income tax of $0 and $(87))							—			(87		)
Change in unrecognized actuarial loss and prior service cost (net of income tax of $43 and $15)							(126		)	(51		)
Cash flow hedge activity (net of income tax of $1,201 and $0)							(3,622		)	—
Foreign currency translation adjustments							12,609			(1,150		)
Other comprehensive income (loss)	(1,288		)	504			8,861			(1,288		)
Comprehensive income (loss)	(3,270		)	(2,531		)	(5,287		)	(3,270		)
Comprehensive income (loss) attributable to the noncontrolling interests	(282		)	54			(155		)	(282		)
Comprehensive income (loss) attributable to The Andersons, Inc.	$	(2,988	)	$	(2,585	)	$	(5,132	)	$	(2,988	)

See Notes to Condensed Consolidated Financial Statements

The Andersons, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)(In thousands)


	Three months ended March 31,						Three months ended March 31,
	2018			2017			2019			2018
Operating Activities
Net income (loss)	$	(1,982	)	$	(3,035	)	$	(14,148	)	$	(1,982	)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Depreciation and amortization	22,679			21,003			33,760			22,679
Bad debt expense (recovery)	(531		)	629			318			(531		)
Equity in (earnings) losses of affiliates, net of dividends	(2,360		)	1,931			(1,465		)	(2,360		)
Gains on sale of Rail Group assets and related leases	(2,280		)	(3,609		)	(736		)	(2,280		)
(Gain) loss on sale of assets	277			(4,698		)
Loss (gain) on sale of assets							143			277
Stock-based compensation expense	1,268			1,220			4,799			1,268
Deferred federal income tax							(5,640		)	—
Other	(70		)	(725		)	4,385			(70		)
Changes in operating assets and liabilities:
Accounts receivable	(30,730		)	7,563			(79,295		)	(30,730		)
Inventories	(85,262		)	33,456			124,741			(85,262		)
Commodity derivatives	(45,775		)	4,017			(9,149		)	(45,775		)
Other assets	1,134			(9,375		)	11,337			1,134
Payables and other accrued expenses	(235,075		)	(277,612		)	(191,095		)	(235,075		)
Net cash provided by (used in) operating activities	(378,707		)	(229,235		)	(122,045		)	(378,707		)
Investing Activities
Acquisition of business, net of cash acquired							(147,343		)	—
Purchases of Rail Group assets	(29,516		)	(25,074		)	(15,873		)	(29,516		)
Proceeds from sale of Rail Group assets	14,575			5,621			1,948			14,575
Purchases of property, plant and equipment and capitalized software	(29,414		)	(5,608		)	(44,728		)	(29,414		)
Proceeds from sale of assets	6			13,912			400			6
Purchase of investments	—			(1,817		)	(240		)	—
Other	—			(281		)
Net cash provided by (used in) investing activities	(44,349		)	(13,247		)	(205,836		)	(44,349		)
Financing Activities
Net change in short-term borrowings	467,000			226,000			9,942			467,000
Proceeds from issuance of long-term debt	50,000			15,175			693,761			50,000
Proceeds from long-term financing arrangement	—			10,396
Payments of long-term debt	(106,515		)	(37,852		)	(361,067		)	(106,515		)
Proceeds from noncontrolling interest owner	14,700			—			4,715			14,700
Proceeds from sale of treasury shares to employees and directors	—			511
Payments of debt issuance costs	(787		)	(33		)	(5,788		)	(787		)
Dividends paid	(4,650		)	(4,483		)	(5,515		)	(4,650		)
Other	(114		)	(217		)	2			(114		)
Net cash provided by (used in) financing activities	419,634			209,497			336,050			419,634
Decrease in cash and cash equivalents	(3,422		)	(32,985		)
Effect of exchange rates on cash and cash equivalents							(771		)	—
Increase (Decrease) in cash and cash equivalents							7,398			(3,422		)
Cash and cash equivalents at beginning of period	34,919			62,630			22,593			34,919
Cash and cash equivalents at end of period	$	31,497		$	29,645		$	29,991		$	31,497

See Notes to Condensed Consolidated Financial Statements

The Andersons, Inc.

Condensed Consolidated Statements of Equity

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


	Common Shares		Additional Paid-in Capital			Treasury Shares			Accumulated Other Comprehensive Loss			Retained Earnings			Noncontrolling Interests			Total
Balance at December 31, 2016	$	96	$	222,910		$	(45,383	)	$	(12,468	)	$	609,206		$	16,336		$	790,697
Net income (loss)												(3,089		)	54			(3,035		)
Other comprehensive income (loss)									504									504
Other change in noncontrolling interest															(8,359		)	(8,359		)
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $(323) (126 shares)			(2,549		)	4,604												2,055
Dividends declared ($0.16 per common share)												(4,500		)				(4,500		)
Restricted share award dividend equivalents			5			52						(57		)				—
Balance at March 31, 2017	$	96	$	220,366		$	(40,727	)	$	(11,964	)	$	601,560		$	8,031		$	777,362
																					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		$	96	$	224,622		$	(40,312	)	$	(2,700	)	$	633,496		$	7,697		$	822,899
Net income (loss)												(1,700		)	(282		)	(1,982		)												(1,700		)	(282		)	(1,982		)
Other comprehensive income (loss)									(1,288		)							(1,288		)									(1,288		)							(1,288		)
Cash received from noncontrolling interest															14,700			14,700																	14,700			14,700
Adoption of accounting standard, net of income tax of $2,869												(8,441		)				(8,441		)												(8,441		)				(8,441		)
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $(0) (105 shares)			(2,632		)	4,164												1,532
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $0 (105 shares)																							(2,632		)	4,164												1,532
Dividends declared ($0.165 per common share)												(4,663		)				(4,663		)												(4,663		)				(4,663		)
Restricted share award dividend equivalents						120						(120		)				—								120						(120		)				—
Balance at March 31, 2018	$	96	$	221,990		$	(36,028	)	$	(3,988	)	$	618,572		$	22,115		$	822,757		$	96	$	221,990		$	(36,028	)	$	(3,988	)	$	618,572		$	22,115		$	822,757

Balance at December 31, 2018																					$	96	$	224,396		$	(35,300	)	$	(6,387	)	$	647,517		$	46,442		$	876,764
Net income (loss)																																(13,993		)	(155		)	(14,148		)
Other comprehensive income (loss)																													(2,770		)							(2,770		)
Amounts reclassified from accumulated other comprehensive loss																													11,631									11,631
Cash received from noncontrolling interest																																			4,715			4,715
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 (740 shares)																							(22,756		)	27,944												5,188
Dividends declared ($0.17 per common share)																																(5,529		)				(5,529		)
Shares issued for acquisition																					41		123,105															123,146
Restricted share award dividend equivalents																							8			140						(148		)				—
Balance at March 31, 2019																					$	137	$	324,753		$	(7,216	)	$	2,474		$	627,136		$	51,002		$	998,286

See Notes to Condensed Consolidated Financial Statements

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, ~~2018.~~2019. An unaudited Condensed Consolidated Balance Sheet as of March 31, ~~2017~~2018 has been included as the Company operates in several seasonal industries. ~~Certain prior year amounts within the operating and investing activities sections of the statements of cash flows have been reclassified to conform to current year presentation.~~

The Condensed Consolidated Balance Sheet data at December 31, ~~2017~~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, ~~2017~~2018 (the ~~“2017~~“2018 Form 10-K”).

New Accounting Standards

~~Revenue Recognition~~

Leasing

In ~~May 2014,~~February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") ~~No. 2014-09, Revenue from Contracts with Customers~~(No. 2016-02, Leases (ASC ~~606)~~842). The FASB issued subsequent amendments to the initial guidance in July 2018 with ASU 2018-10 and in August ~~2015, March 2016, April 2016, May 2016, and December 2016 within~~2018 with ASU 2015-14, ASU 2016-08, ASU 2016-10 ASU 2016-12 and ASU 2016-20, respectively. The core principle of the new revenue standard is that an entity recognizes revenue from the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the standard in the current period using the modified retrospective method. As a result of the adoption we recognized a cumulative catch-up transition adjustment in beginning retained earnings at January 1, 2018 for non-recourse financing transactions that were open as of December 31, 2017. This resulted in a $25.6 million increase in Rail Group net assets, $34.0 million increase in financing liabilities and deferred tax liabilities and $8.4 million decrease to retained earnings. See Note 7 for further detail.

~~Leasing~~

~~In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC 842).~~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. The Company adopted the standard in the current period using the Comparative Under ASC ~~842~~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-leasecontract components in all of its underlying asset categories. See Note 14 for additional information.

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, 2018, and interim periods within. Early adoption is permitted, however the Company does not plan to early adopt. The new standard is effective for the Company beginning January 1, 2019 and must be adopted using either the modified retrospective approach, which requires application of the new guidance at the beginning of the earliest comparative period presented or the optional alternative approach, which requires application of the new guidance at the beginning of the standard’s effective date.

2019. The Company expects this standard to have the effect of bringing certain off balance-sheet rail assets onto the balance sheet along with a corresponding liability for the associated obligations. Additionally, we have other arrangements currently classified as operating leases which will be recorded as a right of use asset and corresponding liability on the balance sheet. We are currentlyis still evaluating the impact ~~these changes will have on the Consolidated Financial Statements.~~of this standard.

~~Other applicable standards~~

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. This guidance is effective for fiscal years beginning after December 15, 2018. We have evaluated the impact of this new standard on our consolidated financial statements and do not expect the impact to be material. Early adoption is permitted, however the Company has not chosen to do so at this time.

In August 2017, the FASB issued ASU 2017-12 Targeted Improvements to Accounting for Hedging Activities. This standard simplifies the recognition and presentation of changes in the fair value of hedging instruments. The ASU is effective for annual periods beginning December 15, 2018. Early adoption is permitted, and the Company plans to adopt this standard in the second quarter of 2018. The Company ~~does not expect the impact from adoption of this standard to be material to its Consolidated Financial Statements and disclosures.~~

In May 2017, the FASB issued ASU 2017-09 Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting. This standard states that if the vesting conditions, fair value, and classification of the awards are the same immediately before and after the modification an entity would not apply modification accounting. The Company has adopted this standard in the current period ~~noting no~~which did not have a material impact ~~as the Company has not made any modifications to our stock compensation awards.~~on its financial statements or disclosures.

In March 2017, the FASB issued ASU 2017-07 Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This standard requires that the service cost component be reported in the same line item as other compensation costs arising from services rendered by the employees during the period. The other components of net benefit costs should be presented in the income statement separately from the service cost component and outside of income from operations if that subtotal is presented. The Company has adopted this standard in the current period and prior periods have been recast to reflect this change.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This standard clarifies how companies present and classify certain cash receipts and payments in the statement of cash flows. The Company has adopted this standard in the current period noting the impact is immaterial.

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 with ASU 2018-19 and in ASU 2019-04. 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. The Company has not historically incurred significant credit losses and does not currently anticipate circumstances that would lead to a CECL approach differing from the Company's existing allowance estimates in a material ~~way.~~manner. 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, ~~however~~but the Company does not plan to do so.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. The FASB issued subsequent amendments to the initial guidance in February 2018 and March 2018 within ASU 2018-03 and ASU 2018-04, respectively. This standard provides guidance for the recognition, measurement, presentation, and disclosure of financial instruments. The Company has adopted this standard in the current period noting the impact is immaterial.

2. Inventories

Major classes of inventories are as follows:



(in thousands)	March 31, 2019		December 31, 2018		March 31, 2018
Grain and other agricultural products	$	812,361	$	527,471	$	541,272
Frac sand and propane	8,172		—		—
Ethanol and co-products	16,302		11,918		14,320
Plant nutrients and cob products	183,886		145,693		170,748
Railcar repair parts	5,744		5,722		5,289
	$	1,026,465	$	690,804	$	731,629

(in thousands) March 31,
2018 December 31,
2017 March 31,
2017
Grain $ 541,272
$ 505,217
$ 443,870
Ethanol and co-products 14,320
11,003
15,549
Plant nutrients and cob products 170,748
126,962
165,584
Retail merchandise —
—
11,082
Railcar repair parts 5,289
5,521
5,209
$ 731,629
$ 648,703
$ 641,294

Inventories on the Condensed Consolidated Balance Sheets at March 31, ~~2018, December 31, 2017~~2019, and March 31, ~~2017~~2018, do not include ~~0.7 million, 1.0~~1.9 million and ~~2.7~~0.7 million bushels of grain, respectively, held in storage for others. Grain inventories held in storage for others were de minimis as of December 31, 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.

3. Property, Plant and Equipment

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



(in thousands)	March 31, 2019		December 31, 2018		March 31, 2018
Land	$	39,552	$	29,739	$	29,915
Land improvements and leasehold improvements	82,681		68,826		69,320
Buildings and storage facilities	337,631		284,998		285,084
Machinery and equipment	481,454		393,640		377,563
Construction in progress	151,895		102,394		15,116
	1,093,213		879,597		776,998
Less: accumulated depreciation	421,408		402,886		383,235
	$	671,805	$	476,711	$	393,763

(in thousands) March 31,
2018 December 31,
2017 March 31,
2017
Land $ 29,915
$ 22,388
$ 29,331
Land improvements and leasehold improvements 69,320
69,127
78,798
Buildings and storage facilities 285,084
284,820
321,344
Machinery and equipment 377,563
373,127
388,230
Construction in progress 15,116
7,502
13,113
776,998
756,964
830,816
Less: accumulated depreciation 383,235
372,287
390,421
$ 393,763
$ 384,677
$ 440,395

Capitalized interest totaled $1.1 million and $1.7 million for the three months ended March 31, 2019 and year-ended December 31, 2018, respectively.

Depreciation expense on property, plant and equipment was ~~$11.6~~$17.9 million and ~~$12.1~~$11.6 million for the three months ended March 31, 2019 and 2018, ~~and 2017,~~ respectively.

In December 2017, the Company recorded charges totaling $10.9 million for impairment of property, plant and equipment in the Grain segment, of which $5.6 million relates to assets that are deemed held and used and $5.3 million related to assets that have been reclassified as assets held for sale at December 31, 2017. The Company wrote down the value of these assets to the extent their carrying amounts exceeded 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.

Rail Group Assets

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



(in thousands)	March 31, 2019		December 31, 2018		March 31, 2018
Rail Group assets leased to others	$	660,747	$	640,349	$	577,678
Less: accumulated depreciation	123,118		118,564		115,425
	$	537,629	$	521,785	$	462,253

(in thousands) March 31,
2018 December 31,
2017 March 31,
2017
Rail Group assets leased to others $ 577,678
$ 531,391
$ 448,761
Less: accumulated depreciation 115,425
107,948
105,825
$ 462,253
$ 423,443
$ 342,936

Depreciation expense on Rail Group assets leased to others amounted to ~~$6.2~~$6.7 million and ~~$4.7~~$6.2 million for the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, respectively.

4. Debt

~~The~~On January 11, 2019, the Company ~~has~~entered into a ~~line of~~ credit agreement with a syndicate of banks. The agreement provides ~~for~~ a credit facility of up to $1,650 million. This amount is comprised of a 5-year revolving credit facility in the amount of $900 million, a 364-day revolving credit facility in the amount of $250 million, a 5-year term loan in the amount of $250 million, and a 7-year term loan in the amount of $250 million. The 5-year revolving credit facility replaced the $800 ~~million.~~ million revolving line of credit. A portion of the term loan was used to pay down debt assumed in the LTG acquisition. Interest rates for the term loans are based on LIBOR plus an applicable spread. Payments on the term loans will be made on a quarterly basis. As of March 31, 2019, $3.12 million has been paid down on the 5-year term loan and $3.12 million has been paid down on the 7-year term loan. The Company was in compliance with all financial covenants as of March 31, 2019.

On January 11, 2019, the Company entered into a credit agreement of $25 million, with a maturity date of January 11, 2020. The interest rate for the line of credit equals the LIBOR Daily Floating Rate plus an applicable spread. As of March 31, 2019, there was no borrowing against the line of credit.

Total borrowing capacity for the Company under all revolving lines of credit, including those discussed above, is currently at ~~$950.0~~$1,625 million including ~~subsidiary debt that is non-recourse to the Company of $15.0 million for The Andersons Denison Ethanol LLC ("TADE"),~~ $70 million for ELEMENT LLC, ~~and $65~~$200 million for The Andersons Railcar Leasing Company ~~LLC.~~LLC, and $179.6 million for Thompsons Limited ("Thompsons"). At March 31, ~~2018,~~2019, the Company had a total of ~~$338.3~~$1,029 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 was in compliance with all financial covenants as of March 31, ~~2018.~~2019.

~~ELEMENT, LLC, a consolidated subsidiary of~~In conjunction with the recent acquisition, the Company ~~entered into~~also assumed Thompsons' revolving line of credit and a ~~financing agreement during~~term loan with a syndicate of banks, which are non-recourse to the ~~first quarter. This agreement provides a construction loan of up to $70.0 million. Upon project completion, the~~Company. The credit agreement provides the ~~opportunity for the~~ Company ~~to convert the construction loan to~~with a ~~term loan~~maximum availability of ~~up to $50.0~~$179.6 million and ~~a revolving term loan~~had $90.9 million available for borrowing on this line of ~~up to $20.0 million. The maturity date~~credit as of ~~the credit agreement is~~ March ~~2, 2025. During the construction period,~~31, 2019. Any borrowings under the line of credit ~~agreement~~ bear interest at variable ~~interest~~ rates, which are based ~~off~~on LIBOR or Bankers’ Acceptances plus an applicable spread. The maturity date for the revolving line of credit is June 26, 2023. The term loan had a balance of $33.8 million at March 31, 2019. Interest rates for the term loans are based on LIBOR plus an applicable spread. ~~Upon~~Payments of $0.6 million are made on a quarterly basis.

conversion of the construction loan to a term loan, the Company will have the option of fixing the interest on portions of the loans, or continuing at the previously described variable interest rates. There are no outstanding borrowings under this agreement as of March 31, 2018. The agreements include both financial and non-financial covenants that ELEMENT LLC, among other things, is required at a minimum to maintain various working capital levels and debt service coverage ratios based on project milestones as well as a minimum owner's equity level.

The Andersons Railcar Leasing Company LLC, a consolidated subsidiary of the Company, entered into a revolving asset based loan agreement on March 22, 2018 that provides for a credit facility in the amount of $65 million. The maturity date of the loan agreement is March 23, 2021. Borrowings under the agreement bear interest at market driven, variable interest rates which was 3.88% as of March 31, 2018 The agreement includes both financial and non-financial covenants, including maintaining certain leverage and interest coverage ratios, tangible net worth and utilization levels. There are $40.0 million of outstanding borrowings under this agreement as of March 31, 2018, the proceeds of which were used to pay down outstanding balances of the Company's primary credit facility agreement.

The Company’s short-term and long-term debt at March 31, 2019, December 31, 2018 and March 31, 2018, ~~December 31, 2017~~ ~~and~~ ~~March 31, 2017~~ consisted of the following:



(in thousands)	March 31, 2019		December 31, 2018		March 31, 2018
Short-term Debt – Non-Recourse	$	97,304	$	—	$	—
Short-term Debt – Recourse	337,000		205,000		489,000
Total Short-term Debt	$	434,304	$	205,000	$	489,000

Current Maturities of Long-term Debt – Non-Recourse	$	7,147	$	4,842	$	2,922
Current Maturities of Long-term Debt – Recourse	42,006		16,747		11,212
Finance lease liability (a)	6,007		—		—
Total Current Maturities of Long-term Debt	$	55,160	$	21,589	$	14,134

Long-term Debt, Less: Current Maturities – Non-Recourse	$	177,233	$	146,353	$	72,977
Long-term Debt, Less: Current Maturities – Recourse	781,734		349,834		365,651
Finance lease liability (a)	23,058		—		—
Total Long-term Debt, Less: Current Maturities	$	982,025	$	496,187	$	438,628

(in thousands) March 31,
2018 December 31,
2017 March 31,
2017
Short-term Debt – Non-Recourse $ —
$ —
$ —
Short-term Debt – Recourse 489,000
22,000
255,000
Total Short-term Debt $ 489,000
$ 22,000
$ 255,000

Current Maturities of Long-term Debt – Non-Recourse $ 2,922
$ —
$ —
Current Maturities of Long-term Debt – Recourse 11,212
54,205
56,144
Total Current Maturities of Long-term Debt $ 14,134
$ 54,205
$ 56,144

Long-term Debt, Less: Current Maturities – Non-Recourse $ 72,977
$ —
$ —
Long-term Debt, Less: Current Maturities – Recourse 365,651
418,339
365,971
Total Long-term Debt, Less: Current Maturities $ 438,628
$ 418,339
$ 365,971
(a) See Note 14, Leases, for additional information. March 31, 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 new lease standard.

5. Derivatives

The Company’s operating results are affected by changes to commodity prices. The ~~Grain~~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 ~~grain and ethanol~~ 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 ~~the~~ regulated ~~CME.~~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. ~~Contracts~~Most contracts for the sale of commodities to processors or other commercial consumers generally do not extend beyond one year.

~~All~~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 March 31, ~~2018,~~2019, December 31, ~~2017~~2018 and March 31, ~~2017,~~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:



	March 31, 2019				December 31, 2018				March 31, 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)	$	21,751	$	—	$	14,944	$	—	$	54,762		$	—
Fair value of derivatives	38,580		—		22,285		—		(18,874		)	—
Balance at end of period	$	60,331	$	—	$	37,229	$	—	$	35,888		$	—

March 31, 2018 December 31, 2017 March 31, 2017
(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) $ 54,762
$ —
$ 1,351
$ —
$ (2,769 ) $ —
Fair value of derivatives (18,874 ) —
17,252
—
32,310
—
Balance at end of period $ 35,888
$ —
$ 18,603
$ —
$ 29,541
$ —

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


	March 31, 2018															March 31, 2019
(in thousands)	Commodity Derivative Assets - Current			Commodity Derivative Assets - Noncurrent			Commodity Derivative Liabilities - Current			Commodity Derivative Liabilities - Noncurrent			Total			Commodity Derivative Assets - Current			Commodity Derivative Assets - Noncurrent			Commodity Derivative Liabilities - Current			Commodity Derivative Liabilities - Noncurrent			Total
Commodity derivative assets	$	29,861		$	1,851		$	3,115		$	47		$	34,874		$	142,262		$	3,781		$	665		$	93		$	146,801
Commodity derivative liabilities	(40,813		)	(112		)	(18,539		)	(1,461		)	(60,925		)	(5,736		)	(24		)	(67,288		)	(3,914		)	(76,962		)
Cash collateral	54,762			—			—			—			54,762
Cash collateral paid (received)																21,751			—			—			—			21,751
Balance sheet line item totals	$	43,810		$	1,739		$	(15,424	)	$	(1,414	)	$	28,711		$	158,277		$	3,757		$	(66,623	)	$	(3,821	)	$	91,590


	December 31, 2017															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 - Current			Commodity Derivative Assets - Noncurrent			Commodity Derivative Liabilities - Current			Commodity Derivative Liabilities - Noncurrent			Total
Commodity derivative assets	$	36,929		$	311		$	489		$	1		$	37,730		$	43,463		$	484		$	706		$	5		$	44,658
Commodity derivative liabilities	(7,578		)	(1		)	(30,140		)	(826		)	(38,545		)	(6,986		)	(4		)	(33,353		)	(894		)	(41,237		)
Cash collateral	1,351			—			—			—			1,351			14,944			—			—			—			14,944
Balance sheet line item totals	$	30,702		$	310		$	(29,651	)	$	(825	)	$	536		$	51,421		$	480		$	(32,647	)	$	(889	)	$	18,365



	March 31, 2018
(in thousands)	Commodity Derivative Assets - Current			Commodity Derivative Assets - Noncurrent			Commodity Derivative Liabilities - Current			Commodity Derivative Liabilities - Noncurrent			Total
Commodity derivative assets	$	29,861		$	1,851		$	3,115		$	47		$	34,874
Commodity derivative liabilities	(40,813		)	(112		)	(18,539		)	(1,461		)	(60,925		)
Cash collateral	54,762			—			—			—			54,762
Balance sheet line item totals	$	43,810		$	1,739		$	(15,424	)	$	(1,414	)	$	28,711

March 31, 2017
(in thousands) Commodity Derivative Assets - Current Commodity Derivative Assets - Noncurrent Commodity Derivative Liabilities - Current Commodity Derivative Liabilities - Noncurrent Total
Commodity derivative assets $ 57,499
$ 341
$ 554
$ 3
$ 58,397
Commodity derivative liabilities (6,681 ) (2 ) (30,468 ) (453 ) (37,604 )
Cash collateral (2,769 ) —
—
—
(2,769 )
Balance sheet line item totals $ 48,049
$ 339
$ (29,914 ) $ (450 ) $ 18,024

The net ~~pre-tax~~pretax gains and losses on commodity derivatives not designated as hedging instruments included in the Company’s Condensed Consolidated Statements of Operations and the line ~~items~~item in which they are located for the three months ended March 31, ~~2018~~2019 and ~~2017~~2018 are as follows:



	Three months ended March 31,
(in thousands)	2019		2018
Gains (losses) on commodity derivatives included in cost of sales and merchandising revenues	$	66,419	$	(25,236	)

Three months ended March 31,
(in thousands) 2018 2017
Gains (losses) on commodity derivatives included in cost of sales and merchandising revenues $ (25,236 ) $ 27,025

The Company had the following volume of commodity derivative contracts outstanding (on a gross basis) at March 31, ~~2018,~~2019, December 31, ~~2017~~2018 and March 31, ~~2017:~~2018:



	March 31, 2019
Commodity (in thousands)	Number of Bushels	Number of Gallons	Number of Pounds	Number of Tons
Non-exchange traded:
Corn	624,612	—	—	—
Soybeans	42,859	—	—	—
Wheat	118,909	—	—	—
Oats	26,361	—	—	—
Ethanol	—	233,420		—
Corn oil	—	—	6,733	—
Other	5,574	2,032	6	2,508
Subtotal	818,315	235,452	6,739	2,508
Exchange traded:
Corn	197,210	—	—	—
Soybeans	47,860	—	—	—
Wheat	103,955	—	—
Oats	770	—	—	—
Ethanol	—	110,758	—	—
Gasoline	—	12,936	—	—
Propane	—	14,784	—	—
Other	2	—	—	205
Subtotal	349,797	138,478	—	205
Total	1,168,112	373,930	6,739	2,713


	March 31, 2018				December 31, 2018
Commodity (in thousands)	Number of Bushels	Number of Gallons	Number of Pounds	Number of Tons	Number of Bushels	Number of Gallons	Number of Pounds	Number of Tons
Non-exchange traded:
Corn	335,887	—	—	—	250,408			—
Soybeans	48,003	—	—	—	22,463	—	—	—
Wheat	16,639	—	—	—	14,017	—	—	—
Oats	40,555	—	—	—	26,230	—	—	—
Ethanol	—	280,243		—	—	244,863	—	—
Corn oil	—	—	5,048	—	—	—	2,920	—
Other	27	4,500		90	494	2,000	—	66
Subtotal	441,111	284,743	5,048	90	313,612	246,863	2,920	66
Exchange traded:
Corn	146,505	—	—	—	130,585	—	—	—
Soybeans	52,460	—	—	—	26,985	—	—	—
Wheat	74,805	—	—	—	33,760	—	—	—
Oats	2,290	—	—	—	1,475	—	—	—
Ethanol	—	108,108	—	—	—	77,112	—	—
Subtotal	276,060	108,108	—	—	192,805	77,112	—	—
Total	717,171	392,851	5,048	90	506,417	323,975	2,920	66



	March 31, 2018
Commodity (in thousands)	Number of Bushels	Number of Gallons	Number of Pounds	Number of Tons
Non-exchange traded:
Corn	335,887	—	—	—
Soybeans	48,003	—	—	—
Wheat	16,639	—	—	—
Oats	40,555	—	—	—
Ethanol	—	280,243		—
Corn oil	—	—	5,048	—
Other	27	4,500		90
Subtotal	441,111	284,743	5,048	90
Exchange traded:
Corn	146,505	—	—	—
Soybeans	52,460	—	—	—
Wheat	74,805	—	—	—
Oats	2,290	—	—	—
Ethanol	—	108,108	—	—
Subtotal	276,060	108,108	—	—
Total	717,171	392,851	5,048	90

December 31, 2017
Commodity (in thousands)
Number of Bushels Number of Gallons Number of Pounds Number of Tons
Non-exchange traded:
Corn 218,391

—
Soybeans 18,127
—
—
—
Wheat 14,577
—
—
—
Oats 25,953
—
—
—
Ethanol —
197,607
—
—
Corn oil —
—
6,074
—
Other 47
—
—
97
Subtotal 277,095
197,607
6,074
97
Exchange traded:
Corn 82,835
—
—
—
Soybeans 37,170
—
—
—
Wheat 65,640
—
—
—
Oats 1,345
—
—
—
Ethanol —
39,438
—
—
Other —
840
—
—
Subtotal 186,990
40,278
—
—
Total 464,085
237,885
6,074
97

Interest Rate and Other Derivatives

March 31, 2017
Commodity (in thousands)
Number of Bushels Number of Gallons Number of Pounds Number of Tons
Non-exchange traded:
Corn 201,200
—
—
—
Soybeans 29,015
—
—
—
Wheat 7,956
—
—
—
Oats 46,861
—
—
—
Ethanol —
178,040
—
—
Corn oil —
—
6,279
—
Other 100
1,000
—
239
Subtotal 285,132
179,040
6,279
239
Exchange traded:
Corn 104,790
—
—
—
Soybeans 47,605
—
—
—
Wheat 40,855
—
—
—
Oats 1,660
—
—
—
Ethanol —
16,590
—
—
Other —
—
—
15
Subtotal 194,910
16,590
—
15
Total 480,042
195,630
6,279
254

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 March 31, ~~2018,~~2019, December 31, ~~2017~~2018 and March 31, ~~2017,~~2018, the Company had recorded the following amounts for the fair value of the Company's other ~~derivatives not designated as hedging instruments:~~derivatives:



(in thousands)	March 31, 2019			December 31, 2018			March 31, 2018
Derivatives not designated as hedging instruments
Interest rate contracts included in Other long-term assets (Other long-term liabilities)	$	(4,494	)	$	(353	)	$	(453	)
Foreign currency contracts included in Other current assets (Accrued expenses and other current liabilities)	$	(344	)	$	(1,122	)	$	(695	)
Derivatives designated as hedging instruments
Interest rate contract included in Other assets (Other long-term liabilities)	$	(4,552	)	$	(168	)	$	—

March 31, 2018 December 31, 2017 March 31, 2017
(in thousands)
Interest rate contracts included in other long-term liabilities $ (453 ) $ (1,244 ) $ (2,141 )
Foreign currency contracts included in other current assets (Accrued expenses and other current liabilities) (695 ) 426
(14 )

The recording of derivatives gains and losses ~~included in the Company's Consolidated Statements of Operations~~ and the financial statement line ~~item~~ in which they are located ~~for derivatives not designated as hedging instruments~~ are as follows:



	Three months ended March 31,
(in thousands)	2019			2018
Derivatives not designated as hedging instruments
Interest rate derivative gains (losses) included in Interest income (expense)	$	(990	)	$	1,408
Foreign currency derivative gains (losses) included in Other income, net	$	(1,467	)	$	(1,122	)
Derivatives designated as hedging instruments
Interest rate derivative gains (losses) included in Other Comprehensive Income (Loss)	$	(4,991	)	$	—
Interest rate derivatives gains (losses) included in Interest income (expense)	$	165		$	—

Outstanding interest rate derivatives, as of March 31, 2019, are as follows:

Three months ended March 31,
(in thousands) 2018 2017
Interest rate derivative gains (losses) included in Interest income (expense) $ 1,408
$ 389
Foreign currency derivative gains (losses) included in Other income, net (1,122 ) 98



Interest Rate Hedging Instrument		Year Entered	Year of Maturity	Initial Notional Amount (in millions)		Description	Interest Rate
Long-term
Collar		2014	2023	$	23.0	Interest rate component of debt - not accounted for as a hedge	1.9%
Swap		2016	2021	$	40.0	Interest rate component of debt - not accounted for as a hedge	3.5% to 4.8%
Swap	*	2016	2019	$	50.0	Interest rate component of debt - not accounted for as a hedge	1.2%
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 the acquisition of LTG.

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 months ended March 31, ~~2018~~2019 and ~~2017:~~2018:



	Pension Benefits
(in thousands)	Three months ended March 31,
(in thousands)	2019		2018
Interest cost	$	29	$	33
Recognized net actuarial loss	58		61
Benefit cost	$	87	$	94


	Pension Benefits				Postretirement Benefits
(in thousands)	Three months ended March 31,				Three months ended March 31,
	2018		2017		2019			2018
Service cost					$	73		$	87
Interest cost	$	33	$	39	206			187
Recognized net actuarial loss	61		63
Amortization of prior service cost					(228		)	(228		)
Benefit cost	$	94	$	102	$	51		$	46

Postretirement Benefits
(in thousands) Three months ended March 31,
2018 2017
Service cost $ 87
$ 123
Interest cost 187
300
Amortization of prior service cost (228 ) —
Benefit cost $ 46
$ 423

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 ~~Grain~~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 ~~840, Leases.~~842, Leases. The breakdown of revenues between ASC 606 and other standards is as follows:



	Three months ended March 31,
(in thousands)	2019		2018
Revenues under ASC 606	$	315,172	$	193,650
Revenues under ASC 842	28,868		26,029
Revenues under ASC 815	1,632,752		416,060
Total Revenues	$	1,976,792	$	635,739

(in thousands) Three months ended March 31, 2018
Revenues under ASC 606 $ 193,650
Revenues under ASC 840 26,029
Revenues under ASC 815 416,060
Total Revenues $ 635,739

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

Disaggregation of revenue

The following ~~table disaggregates~~tables disaggregate revenues under ASC 606 by major product/service ~~line:~~line for the three months ended March 31, 2019 and 2018, respectively:


	Three months ended March 31, 2018										Three months ended March 31, 2019
(in thousands)	Grain		Ethanol		Plant Nutrient		Rail		Total		Trade		Ethanol		Plant Nutrient		Rail		Total
Specialty nutrients	$	—	$	—	$	75,078	$	—	$	75,078	$	3,938	$	—	$	68,400	$	—	$	72,338
Primary nutrients	—		—		53,219		—		53,219		427		—		53,089		—		53,516
Service	4,418		2,545		209		8,117		15,289
Co-products	—		26,646		—		—		26,646
Services											825		3,436		162		9,947		14,370
Products and co-products											62,758		21,472		—		—		84,230
Frac sand and propane											80,463		—		—		—		80,463
Other	210		—		7,111		16,097		23,418		1,157				6,874		2,224		10,255
Total	$	4,628	$	29,191	$	135,617	$	24,214	$	193,650	$	149,568	$	24,908	$	128,525	$	12,171	$	315,172



	Three months ended March 31, 2018
(in thousands)	Trade		Ethanol		Plant Nutrient		Rail		Total
Specialty nutrients	$	—	$	—	$	75,078	$	—	$	75,078
Primary nutrients	—		—		53,219		—		53,219
Service	4,418		2,545		209		8,117		15,289
Co-products	—		26,646		—		—		26,646
Other	210		—		7,111		16,097		23,418
Total	$	4,628	$	29,191	$	135,617	$	24,214	$	193,650

Approximately 5% and 8% of revenues accounted for under ASC 606 during the three months ended March 31, 2019 and 2018, respectively, are recorded over time which primarily relates to service revenues noted above.

Specialty and primary nutrients

The Company sells several different types of specialty nutrient products, including: low-salt liquid starter fertilizers, micro-nutrients and other specialty lawn products. These products ~~can be~~are sold through the wholesale distribution channels as well as directly to end users at the farm center locations. Similarly, the Company sells several different types of primary nutrient products, ~~including:~~including nitrogen, phosphorus and potassium. These products may be purchased and re-sold as is or sold as finished goods resulting from a blending and manufacturing process. The contracts associated with specialty and primary nutrients generally have just a single performance obligation, as the Company has elected the accounting policy to consider shipping and handling costs as fulfillment costs. Revenue is recognized when control of the product has passed to the customer. Payment terms generally range from 0 - 30 days.

~~Service~~

Services

Service revenues primarily relate to the railcar repair ~~business.~~business and Trade Group. The Company owns several railcar repair shops which repair railcars through specific contracts with customers or ~~through~~by operating as an agent for a particular railroad to repair cars that are on ~~their~~its rail line per ~~American~~ Association of American Railroads (“AAR”) standards. These contracts contain a single performance obligation which is to complete the requested and/or required repairs on the railcars. As the customer simultaneously receives and consumes the benefit of the repair work we perform, revenue for these contracts is recognized over time. The Company uses an input-based measure of progress using costs incurred to total expected costs as that is the measure that most faithfully depicts our progress towards satisfying our performance obligation. Upon completion of the work, the invoice is sent to the customer, with payment terms that generally range from 0 - 30 days.

~~Co-products~~Products and co-products

In addition to the feed ingredients sales contracts that are considered derivative instruments, the feed ingredients and specialty products business is a merchandiser of various feed ingredients, pulses and pelleted ingredients around the world. The Group provides these products through a single revenue stream of wholesale commodities. Revenue is recognized when control of the product has passed to the customer which follows shipping terms on the contract. Payment terms generally range from 30 - 45 days.

In addition to the ethanol sales contracts that are considered derivative instruments, the Ethanol Group sells several other co-products that remain subject to ASC 606, including E-85, DDGs, syrups and renewable identification numbers (“RINs”). RINs are credits for compliance with the Environmental Protection Agency's Renewable Fuel Standard ~~Program~~program and are created by renewable fuel producers. Contracts for these co-products generally have a single performance obligation, as the Company has elected the accounting policy to consider shipping and handling costs as fulfillment costs. Revenue is recognized when control of the product has passed to the customer which follows shipping terms on the contract. Payment terms generally range from 5 - 15 days.

Frac sand and propane

The Trade Group has an integrated business involved in numerous frac sand related activities, including the processing, merchandising and transloading of frac sand. Frac sand is often purchased, sometimes after processing, and shipped via rail car to Company-owned facilities or third-party storage locations. Product is then typically loaded into customers’ trucks at which time title transfers and revenue is recognized. Payment terms generally range from 30-45 days. Additionally, the Company provides transloading and storage services to customers of frac sand inventory. Revenue is recognized when control of frac sand has passed to the customer which follows shipping terms on the contract. Payment terms generally range from 0 - 30 days.

Additionally, the Trade Group merchandises propane, butane and natural gasoline. Under sales contracts, physical goods are delivered to the customer using truck, rail and pipeline transportation. The Company's performance obligation is the delivery of one unit of the quantity on the invoice and recognizes revenue at that point. Shipping charges are included in the price of the commodity. Payment terms generally range from 10 - 15 days.

Contract balances

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

in thousands Contract liabilities
Balance at January 1, 2018 $ 25,520
Balance at March 31, 2018 $ 67,715



(in thousands)	2019		2018
Balance at January 1,	$	28,858	$	25,520
Balance at March 31,	146,824		67,715

~~The~~

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. ~~Contract~~The contract liabilities ~~relate to the Plant Nutrient~~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, the amount of revenue recognized in the current period related to the beginning of the year contract liability is not material.

~~Impact of New Revenue Guidance on Financial Statement Line Items~~

The following table compares the reported condensed consolidated balance sheet and statement of operations, as of and for the three months ended March 31, 2018, to the pro forma amounts had the previous guidance been in effect:

Balance Sheet
(in thousands) As Reported ASC 606 Impact Pro forma as if the previous accounting guidance was in effect
Cash and cash equivalents and restricted cash $ 31,497
$ —
$ 31,497
Accounts receivable, net 216,021
—
216,021
Inventories 731,629
145
731,774
Commodity derivative assets - current 43,810
—
43,810
Other current assets 114,922
(170 ) 114,752
Other noncurrent assets 369,633
—
369,633
Rail Group assets leased to others, net 462,253
(24,844 ) 437,409
Property, plant and equipment 393,763
—
393,763
     Total assets 2,363,528

(24,869 ) 2,338,659
Short-term debt and current maturities of long-term debt 503,134
(2,922 ) 500,212
Trade and other payables and accrued expenses and other current liabilities 323,614
—
323,614
Commodity derivative liabilities - current 15,424
—
15,424
Customer prepayments and deferred revenue 81,778
—
81,778
Commodity derivative liabilities - noncurrent and Other long-term liabilities 32,950
—
32,950
Employee benefit plan obligations 26,310
—
26,310
Long-term debt, less current maturities 438,628
(33,318 ) 405,310
Deferred income taxes 118,933
2,942
121,875
     Total liabilities 1,540,771
(33,298 ) 1,507,473
Retained earnings 618,572
8,429
627,001
Common shares, additional paid-in-capital, treasury shares, accumulated other comprehensive loss and noncontrolling interests 204,185
—
204,185
     Total equity 822,757
8,429
831,186
     Total liabilities and equity 2,363,528
(24,869 ) 2,338,659

Total reported assets were $24.9 million greater than the pro forma balance sheet, which assumes the previous guidance remained in effect as of March 31, 2018. This was largely due to the Rail Group assets that were recorded on the balance sheet as part of the cumulative catch-up adjustment upon the adoption of ASC 606.

Total reported liabilities were $33.3 million greater than the pro forma balance sheet, which assumes the previous guidance remained in effect as of March 31, 2018. This was largely due to the financing obligation and deferred taxes related to the Rail Group assets that were recorded on the balance sheet as part of the cumulative catch-up adjustment upon the adoption of ASC 606.

Statement of Operations
in thousands As Reported ASC 606 Impact Pro forma as if the previous accounting guidance was in effect
Sales and merchandising revenues $ 635,739
$ 164,189
$ 799,928
Cost of sales and merchandising revenues 572,034
164,650
736,684
Gross profit 63,705
(461 ) 63,244
Operating, administrative and general expenses 64,257
—
64,257
Goodwill impairment

—
—
Interest expense 6,999
(403 ) 6,596
Other income:
Equity in earnings of affiliates, net 3,573
—
3,573
Other income, net 1,686
—
1,686
Income (loss) before income taxes (2,292 ) (58 ) (2,350 )
Income tax provision (310 ) (22 ) (332 )
Net income (loss) (1,982 ) (36 ) (2,018 )
Net income attributable to the noncontrolling interests (282 ) —
(282 )
Net income (loss) attributable to The Andersons, Inc. $ (1,700 ) $ (36 ) $ (1,736 )

The following summarizes the significant changes on the Company’s condensed consolidated statement of operations for the three months ended March 31, 2018 as a result of the adoption of ASC 606 on January 1, 2018 compared to if the Company had continued to recognize revenues under ASC 605:

While grain origination agreements, and their related sales contracts, will be accounted for under ASC 815, we are still required to evaluate the principal versus agent guidance in ASC 606 to determine whether realized gains or losses should be presented on a gross or net basis in the consolidated statements of operations upon physical settlement. The Company has determined that it is the agent in certain origination arrangements within our Grain Group and therefore realized gains or losses will be presented on a net basis upon adoption of ASC 606. As a result of these transactions now being recorded on a net basis, revenues and related cost of sales would have been $161.9 million higher under the previous guidance.

ASC 606 required certain Rail Group assets and related financing obligations to be recorded on the balance sheet as these transactions no longer qualified as sales as a result of the existence of repurchase options within the sales contracts. The result of this change primarily impacts geography within the income statement, as lease expense to the financial institution will be replaced with a combination of depreciation and interest expense.

The net impact of accounting for revenue under the new guidance had an immaterial impact on net income (loss) and no impact on the Company's earnings per common share for the three months ended March 31, 2018.

The adoption of ASC 606 had an immaterial on the Company’s cash flows from operations. The aforementioned impacts resulted in offsetting shifts in cash flows throughout net income and various changes in working capital balances.

~~Transaction Price Allocated to Future Performance Obligations~~

ASC 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied at period end. The guidance provides certain practical expedients that limit this requirement. The Company has various contracts that meet the following practical expedients provided by ASC 606:

~~The performance obligation is part of a contract that has an original expected duration of one year or less.~~

The variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with ASC 606-10-25-14(b), for which the criteria in ASC 606-10-32-40 have been met.

Contract costs

The ~~company~~Company has elected to apply the practical expedient and accordingly recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in Operating, administrative and general expenses.

Significant judgments

In making its determination of standalone selling price, the Company maximizes its use of observable inputs. Standalone selling price, once established, is then used to allocate total consideration proportionally to the various performance obligations, if applicable, within a contract.

To estimate variable consideration, the Company applies both the “expected value” method and “most likely amount” method based on the form of variable consideration, according to which method would provide the best prediction. The expected value method involves a probability-weighted determination of the expected amount, whereas the most likely amount method identifies the single most likely outcome in a range of possible amounts. However, once a method has been applied to one form of variable consideration, it is applied consistently throughout the contract term.

The primary types of variable consideration present in the Company’s contracts are product returns, volume rebates and the CPI index. The overall impact of this variable consideration is not material.

~~Practical expedients~~

~~The Company has elected to apply the following practical expedients provided by ASC 606:~~

~~Future performance obligations - see discussion above.~~

~~Contract costs - see discussion above.~~

~~Shipping and handling activities - see discussion above.~~

Sales tax presentation - the Company has elected to exclude from the transaction price all sales taxes that are assessed by a governmental authority that are imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer.

~~Modified retrospective approach - see discussion in Note 1. regarding adoption elections.~~

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 ~~forecast~~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 March 31, ~~2018,~~2019, the Company recorded an income tax benefit of ~~$0.3~~$5.4 million at an effective income tax rate of ~~13.5%~~27.8%. 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 ~~nondeductible compensation.~~noncontrolling interests. The effective tax rate for the ~~three month~~three-month period ended March 31, ~~2018~~2019 also includes tax benefits from ~~the release of reserves upon the expiration of statutes of limitation, offset by changes in the state allocation/apportionment as a result of a statutory merger~~foreign and ~~excess~~general business tax ~~expense from stock-based compensation.~~credits. The ~~decrease~~increase in effective tax rate for the three months ended March 31, ~~2018~~2019 as compared to the same period last year was primarily attributed to the ~~reduction~~impacts of discrete activity in the ~~U.S. corporate tax rate from 35% to 21% as~~prior period for a ~~result of~~statutory merger that did not recur in the ~~U.S. tax reform.~~current period. For the three months ended March 31, ~~2017,~~2018, the Company recorded an income tax benefit of ~~$2.5~~$0.3 million at an effective income tax rate of ~~45.5%~~13.5%.

The Company’s accounting for the certain elements of the Tax Act was incomplete as of the period ended December 31, 2017, and remains incomplete as of March 31, 2018. However, the Company was able to make reasonable estimates of the effects and, therefore, recorded provisional estimates for these items. In connection with its initial analysis of the impact of the Tax Act, the Company recorded a provisional discrete net tax benefit of $73.5 million in the period ended December 31, 2017. This provisional estimate consists of a net expense of $1.4 million for the one-time transition tax and a net benefit of $74.9 million related to revaluation of deferred tax assets and liabilities, caused by the new lower corporate tax rate. To determine the transition tax, the Company must determine the amount of post-1986 accumulated earnings and profits of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. While the Company was able to make a reasonable estimate of the transition tax, the Company continues to gather additional information to more precisely compute the final amount. Likewise, while the Company was able to make a reasonable estimate of the impact of the reduction to the corporate tax rate, its rate may be affected by other analysis related to the Tax Act, including, but not limited to, the state tax

effect of adjustments made to federal temporary differences. Due to the complexity of the new global intangible low-taxed income ("GILTI") tax rules, the company is continuing to evaluate this provision of the Tax Act and the application of ASC 740. Under GAAP, the Company is allowed to make an accounting policy choice to either (i) treat taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method"); or (ii) factor in such amounts into a company’s measurement of its deferred taxes (the “deferred method”). The Company’s selection of an accounting policy with respect to the new GILTI tax rules is dependent on additional analysis and potential future modifications to existing structures, which are not currently known. The Company has not made a policy decision regarding whether to record deferred taxes on GILTI. The Company will continue to analyze the full effects of the Tax Act on its Consolidated Financial Statements.

9. Accumulated Other Comprehensive ~~Loss~~Income (Loss)

The following tables summarize the after-tax components of accumulated other comprehensive income (loss) attributable to the Company for the three months ended March 31, ~~2018~~2019 and ~~2017:~~2018:


		Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)													Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)
		Three months ended March 31, 2018													Three months ended March 31, 2019
(in thousands)	(in thousands)	Foreign Currency Translation Adjustment			Investment in Convertible Preferred Securities			Defined Benefit Plan Items			Total			(in thousands)	Cash Flow Hedges			Foreign Currency Translation Adjustment			Investment in Convertible Preferred Securities		Defined Benefit Plan Items			Total
Beginning Balance	Beginning Balance	$	(7,716	)	$	344		$	4,672		$	(2,700	)	Beginning Balance	$	(126	)	$	(11,550	)	$	258	$	5,031		$	(6,387	)
	Other comprehensive income (loss) before reclassifications	(1,150		)	(87		)	117			$	(1,120	)	Other comprehensive income (loss) before reclassifications	(3,758		)	943			—		45			$	(2,770	)
	Amounts reclassified from accumulated other comprehensive loss	—			—			(168		)	$	(168	)	Amounts reclassified from accumulated other comprehensive loss (income) (b)	136			11,666			—		(171		)	$	11,631
Net current-period other comprehensive income (loss)	Net current-period other comprehensive income (loss)	(1,150		)	(87		)	(51		)	(1,288		)	Net current-period other comprehensive income (loss)	(3,622		)	12,609			—		(126		)	8,861
Ending balance	Ending balance	$	(8,866	)	$	257		$	4,621		$	(3,988	)	Ending balance	$	(3,748	)	$	1,059		$	258	$	4,905		$	2,474

(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)											Changes in Accumulated Other Comprehensive Income (Loss) by Component (a)
		Three months ended March 31, 2017											Three months ended March 31, 2018
(in thousands)	(in thousands)		Foreign Currency Translation Adjustment			Defined Benefit Plan Items			Total			(in thousands)		Foreign Currency Translation Adjustment			Investment in Convertible Preferred Securities			Defined Benefit Plan Items			Total
Beginning Balance	Beginning Balance		$	(11,002	)	$	(1,466	)	$	(12,468	)	Beginning Balance		$	(7,716	)	$	344		$	4,672		$	(2,700	)
	Other comprehensive income (loss) before reclassifications		514			(10		)	504			Other comprehensive income (loss) before reclassifications		(1,150		)	(87		)	117			(1,120		)
	Amounts reclassified from accumulated other comprehensive loss		—			—			—			Amounts reclassified from accumulated other comprehensive loss		—			—			(168		)	(168		)
Net current-period other comprehensive income (loss)	Net current-period other comprehensive income (loss)		514			(10		)	504			Net current-period other comprehensive income (loss)		(1,150		)	(87		)	(51		)	(1,288		)
Ending balance	Ending balance		$	(10,488	)	$	(1,476	)	$	(11,964	)	Ending balance		$	(8,866	)	$	257		$	4,621		$	(3,988	)

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

~~The following table shows the reclassification adjustments from accumulated other comprehensive loss to net income for the three months ended March 31, 2018:~~



	Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (a)
(in thousands)	Three months ended March 31, 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
Defined Benefit Plan Items
Amortization of prior-service cost	(228		)	(b)
	(228		)	Total before tax
	57			Income tax provision
	$	(171	)	Net of tax

Cash Flow Hedges
Interest payments	182			Interest expense
	182			Total before tax
	(46		)	Income tax provision
	$	136		Net of tax

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

Total reclassifications for the period	$	11,631		Net of tax



	Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (a)
(in thousands)	Three months ended March 31, 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
Defined Benefit Plan Items
Amortization of prior-service cost	(228		)	(b)
	(228		)	Total before tax
	60			Income tax provision
	$	(168	)	Net of tax

Total reclassifications for the period	$	(168	)	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).

~~There were no reclassification adjustments from accumulated other comprehensive loss to net income for the three months ended March 31, 2017.~~

10. Earnings Per Share

The Company’s non-vested restricted stock that was granted prior to March 2015 is considered a participating security since the share-based awards contain a non-forfeitable right to dividends irrespective of whether the awards ultimately vest. Unvested share-based payment awards that contain non-forfeitable rights to dividends are participating securities and are included in the computation of earnings per share pursuant to the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings.



(in thousands, except per common share data)	Three months ended March 31,
(in thousands, except per common share data)	2019			2018
Net income (loss) attributable to The Andersons, Inc.	$	(13,993	)	$	(1,700	)
Less: Distributed and undistributed earnings allocated to nonvested restricted stock	—			—
Earnings (losses) available to common shareholders	$	(13,993	)	$	(1,700	)
Earnings per share – basic:
Weighted average shares outstanding – basic	32,501			28,237
Earnings (losses) per common share – basic	$	(0.43	)	$	(0.06	)
Earnings per share – diluted:
Weighted average shares outstanding – basic	32,501			28,237
Effect of dilutive awards	—			—
Weighted average shares outstanding – diluted	32,501			28,237
Earnings (losses) per common share – diluted	$	(0.43	)	$	(0.06	)

(in thousands, except per common share data) Three months ended March 31,
2018 2017
Net income (loss) attributable to The Andersons, Inc. $ (1,700 ) $ (3,089 )
Less: Distributed and undistributed earnings allocated to nonvested restricted stock —
—
Earnings (losses) available to common shareholders $ (1,700 ) $ (3,089 )
Earnings per share – basic:
Weighted average shares outstanding – basic 28,237
28,281
Earnings (losses) per common share – basic $ (0.06 ) $ (0.11 )
Earnings per share – diluted:
Weighted average shares outstanding – basic 28,237
28,281
Effect of dilutive awards —
—
Weighted average shares outstanding – diluted 28,237
28,281
Earnings (losses) per common share – diluted $ (0.06 ) $ (0.11 )

All outstanding share awards were antidilutive for the three months ended March 31, ~~2018~~2019 and March 31, ~~2017~~2018 as the Company ~~experienced~~incurred a net loss ~~in both periods.~~for the period.

11. Fair Value Measurements

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis at March 31, 2019, December 31, 2018 and March 31, 2018, ~~December 31, 2017~~ ~~and~~ ~~March 31, 2017~~:


(in thousands)	March 31, 2018											March 31, 2019
Assets (liabilities)	Level 1			Level 2			Level 3		Total			Level 1			Level 2			Level 3		Total
Commodity derivatives, net (a)	$	35,888		$	(7,177	)	$	—	$	28,711		$	60,331		$	31,259		$	—	$	91,590
Provisionally priced contracts (b)	(48,478		)	(31,847		)	—		(80,325		)	(48,430		)	(49,393		)	—		$	(97,823	)
Convertible preferred securities (c)	—			—			7,388		7,388			—			—			7,404		$	7,404
Other assets and liabilities (d)	8,947			(454		)	—		8,493			5,772			(4,494		)	—		$	1,278
Total	$	(3,643	)	$	(39,478	)	$	7,388	$	(35,733	)	$	17,673		$	(22,628	)	$	7,404	$	2,449

(in thousands) December 31, 2017
Assets (liabilities) Level 1 Level 2 Level 3 Total
Commodity derivatives, net (a) 18,603
(18,067 ) —
536
Provisionally priced contracts (b) (98,190 ) (67,094 ) —
(165,284 )
Convertible preferred securities (c) —
—
7,388
7,388
Other assets and liabilities (d) 9,705
(1,244 ) —
8,461
Total $ (69,882 ) $ (86,405 ) $ 7,388
$ (148,899 )


(in thousands)	March 31, 2017											December 31, 2018
Assets (liabilities)	Level 1			Level 2			Level 3		Total			Level 1			Level 2			Level 3		Total
Restricted cash	$	752		$	—		$	—	$	752
Commodity derivatives, net (a)	29,566			(11,542		)	—		18,024			37,229			(18,864		)	—		18,365
Provisionally priced contracts (b)	(86,314		)	(37,643		)	—		(123,957		)	(76,175		)	(58,566		)	—		(134,741		)
Convertible preferred securities (c)	—			—			3,294		3,294			—			—			7,154		7,154
Other assets and liabilities (d)	8,518			(2,141		)	—		6,377			5,186			(353		)	—		4,833
Total	$	(47,478	)	$	(51,326	)	$	3,294	$	(95,510	)	$	(33,760	)	$	(77,783	)	$	7,154	$	(104,389	)



(in thousands)	March 31, 2018
Assets (liabilities)	Level 1			Level 2			Level 3		Total
Commodity derivatives, net (a)	35,888			(7,177		)	—		28,711
Provisionally priced contracts (b)	(48,478		)	(31,847		)	—		(80,325		)
Convertible preferred securities (c)	—			—			7,388		7,388
Other assets and liabilities (d)	8,947			(454		)	—		8,493
Total	$	(3,643	)	$	(39,478	)	$	7,388	$	(35,733	)


(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 related to certain available securities.~~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).

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.

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

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 ~~the CME or the New York Mercantile Exchange~~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~~“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~~agribusiness industry, we have concluded that ~~basis~~“basis” is typically a Level 2 fair value input for purposes of the fair value disclosure requirements related to our commodity ~~derivatives.~~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 ~~material~~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 2.2 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 ~~the Company has~~we have delivered provisionally priced grain and a subsequent payable or receivable is set up for any future changes in the grain price, quoted ~~CBOT~~exchange prices are used and the liability is deemed to be Level 1 in the fair value hierarchy. ~~All~~For all other unpriced contracts ~~primarily~~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 as they include variable future and basis components.~~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 ~~CBOT~~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.

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

Convertible Preferred Securities
(in thousands) 2018 2017
Assets (liabilities) at January 1, $ 7,388
$ 3,294
Gains (losses) included in earnings —
—
Assets (liabilities) at March 31, $ 7,388
$ 3,294

The following tables summarize quantitative information about the Company's Level 3 fair value measurements as of March 31, ~~2018~~,2019, December 31, ~~2017~~2018 and March 31, ~~2017:~~2018:

Quantitative Information about Level 3 Fair Value Measurements

(in thousands)

Fair Value as of March 31, 2018

Valuation Method

Unobservable Input

Weighted Average

Fair Value as of March 31, 2019

Valuation Method

Unobservable Input

Weighted Average

Convertible preferred securities (a)

7,388

Implied based on market prices

N/A

7,404

Implied based on market prices

N/A

Real Property (b)

29,347

Third Party Appraisal

N/A

(in thousands)

Fair Value as of December 31, 2017

Valuation Method

Unobservable Input

Weighted Average

Fair Value as of December 31, 2018

Valuation Method

Unobservable Input

Weighted Average

Convertible preferred securities (a)

7,388

Implied based on market prices

N/A

7,154

Implied based on market prices

N/A

Real Property (b)

29,347

Third-Party Appraisal

N/A



(in thousands)	Fair Value as of March 31, 2018		Valuation Method	Unobservable Input	Weighted Average
Convertible preferred securities (a)	$	7,388	Implied based on market prices	N/A	N/A
Real property (b)	$	29,347	Third Party Appraisal	N/A	N/A

(in thousands) Fair Value as of March 31, 2017 Valuation Method Unobservable Input Weighted Average
Convertible preferred securities (a) $ 3,294
Cost Basis, Plus Interest N/A N/A

(a) Due to early stages of business and timing of investments, ~~cost basis, plus interest~~implied value based on market price was deemed to approximate fair ~~value in prior periods.~~value. As the underlying enterprises have matured, observable price changes and other additional market data is available to consider in order to estimate fair value, including additional capital raising, internal valuation models, progress towards key business milestones, and other relevant market data points.

(b) The Company recognized impairment charges on certain ~~grain~~ assets ~~during 2017~~ and measured the fair value using Level 3 inputs on a nonrecurring basis. The fair value of the ~~grain~~ assets was determined using prior transactions, ~~prior~~ third-party appraisals and a pending sale of ~~grain~~trade assets held by the Company.

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)	March 31, 2019		December 31, 2018		March 31, 2018
Fair value of long-term debt, including current maturities	$	1,043,503	$	517,998	$	448,346
Fair value in excess of carrying value (a)	2,318		5,813		8,241

(in thousands) March 31,
2018
December 31,
2017 March 31,
2017
Fair value of long-term debt, including current maturities $ 448,346
$ 474,769
$ 426,105
Fair value in excess of carrying value (a) 8,241
1,451
1,036

(a) Carrying value used for this purpose excludes unamortized ~~prepaid~~ debt issuance costs and financing lease liabilities.

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

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)	March 31, 2019		December 31, 2018		March 31, 2018
The Andersons Albion Ethanol LLC	$	50,641	$	50,382	$	46,145
The Andersons Clymers Ethanol LLC	24,823		24,242		20,339
The Andersons Marathon Ethanol LLC	15,650		14,841		12,615
Lansing Trade Group, LLC (a)	—		101,715		94,483
Thompsons Limited (a)	—		48,987		48,362
Providence Grain	19,258		—		—
Other	11,409		2,159		2,505
Total	$	121,781	$	242,326	$	224,449

(in thousands) March 31, 2018 December 31, 2017 March 31, 2017
The Andersons Albion Ethanol LLC $ 46,145
$ 45,024
$ 38,694
The Andersons Clymers Ethanol LLC 20,339
19,830
19,946
The Andersons Marathon Ethanol LLC 12,615
12,660
13,266
Lansing Trade Group, LLC 94,483
93,088
88,339
Thompsons Limited (a) 48,362
50,198
46,054
Other 2,505
2,439
2,694
Total $ 224,449
$ 223,239
$ 208,993

(a) The Company previously owned approximately 32.5% of LTG. Effective January 1, 2019, the Company purchased the remaining equity of LTG. The transaction results in the consolidation of Thompsons Limited of Ontario, Canada and related ~~U.S. operating company held by joint ventures~~

~~On January 1, 2017, The Andersons Ethanol Investment LLC (“TAEI”) was merged with~~entities, which LTG and ~~into The Andersons Marathon Ethanol LLC (“TAME”). The~~the Company had owned (66%) of TAEI, which, in turn, had owned 50% of TAME. Pursuant to the merger, the Company’s ownership units in TAEI were canceled and converted into ownership units in TAME. As a result, the Company now directly owns 33% of the outstanding ownership units of TAME.

~~Prior to this transaction, the noncontrolling interest in TAEI was attributed 33% of the gains and losses of TAME recorded by the Company in its equity in earnings of affiliates.~~

equally owned.

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



		Three months ended March 31,
(in thousands)	% Ownership at March 31, 2019	2019			2018
The Andersons Albion Ethanol LLC	55%	$	259		$	1,121
The Andersons Clymers Ethanol LLC	39%	581			509
The Andersons Marathon Ethanol LLC	33%	809			(44		)
Lansing Trade Group, LLC (a)	100% (a)	—			2,584
Thompsons Limited (a)	100% (a)	—			(669		)
Providence Grain	39%	(125		)	—
Other	5% - 51%	(5		)	72
Total		$	1,519		$	3,573

Three months ended March 31,
(in thousands) % Ownership at March 31, 2018 2018 2017
The Andersons Albion Ethanol LLC 55% $ 1,121
$ (277 )
The Andersons Clymers Ethanol LLC 39% 509
207
The Andersons Marathon Ethanol LLC 33% (44 ) (463 )
Lansing Trade Group, LLC 33% (a) 2,584
(711 )
Thompsons Limited (b) 50% (669 ) (595 )
Other 5% - 50% 72
(39 )
Total $ 3,573
$ (1,878 )

(a) ~~This does not consider restricted management units which once vested will reduce~~The Company previously owned approximately 32.5% of LTG. Effective January 1, 2019, the ~~ownership percentage by approximately 1%~~

~~(b)~~company purchased the remaining equity of LTG. The transaction results in the consolidation of Thompsons Limited and related ~~U.S. operating company held by joint ventures~~entities, which LTG and the Company had equally owned.

~~Total~~The Company received no distributions ~~received~~ from unconsolidated affiliates ~~were~~for the three months ended March 31, 2019 and received $1.2 million for the three months ended March 31, 2018. ~~There were no distributions received from unconsolidated affiliates for~~

In the ~~three months ended March 31, 2017.~~

Infirst quarter of 2019, the Company did not have significant equity investees. However, in the first quarter of 2018, The Andersons Albion Ethanol LLC, The Andersons Clymers Ethanol LLC, Lansing Trade Group, and Thompsons Limited qualified as significant equity investees of the Company under the income test. The following table presents ~~combined~~unaudited summarized ~~unaudited~~ financial information ~~of these investments~~ for the ~~three months ended March 31, 2018~~investees excluding LTG and ~~2017:~~Thompsons in 2019 as they are now reflected in consolidated results:



(in thousands)	Three months ended March 31,
(in thousands)	2019		2018
Revenues	$	122,862	$	1,459,331
Gross profit	4,021		56,096
Income (loss) from continuing operations	1,963		8,908
Net income (loss)	1,963		9,462
Net income (loss) attributable to Companies	1,963		9,462

(in thousands) Three months ended March 31,
2018 2017
Revenues $ 1,459,331
$ 1,459,557
Gross profit 56,096
38,391
Income (loss) from continuing operations 8,908
(3,765 )
Net income (loss) 9,462
(4,298 )
Net income (loss) attributable to companies 9,462
(3,867 )

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 ~~will construct~~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 a number of 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 operations for ELEMENT, LLC have been included in our consolidated results of operations beginning on March 2, 2018 and are a component of our Ethanol segment. ~~Consolidation is based on a combination of ownership interest and control of operational decision-making authority. Construction is underway and the~~The plant is expected to be operational in the third quarter of 2019.

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


	Three months ended March 31,				Three months ended March 31,
(in thousands)	2018		2017		2019		2018
Sales revenues	$	88,815	$	198,068	$	61,168	$	88,815
Service fee revenues (a)	5,117		4,627		4,112		5,117
Purchases of product and capital assets	181,524		134,508		169,229		181,524
Lease income (b)	1,582		1,287		1,014		1,582
Labor and benefits reimbursement (c)	3,567		3,690		3,857		3,567


(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 and charges them an amount equal to the Company’s costs of the related services.~~LLCs.



(in thousands)	March 31, 2019		December 31, 2018		March 31, 2018
Accounts receivable (d)	$	20,134	$	17,829	$	27,438
Accounts payable (e)	24,644		28,432		33,184

(in thousands) March 31, 2018 December 31, 2017 March 31, 2017
Accounts receivable (d) $ 27,438
$ 30,252
$ 19,999
Accounts payable (e) 33,184
27,866
19,888


(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 March 31, ~~2018~~2019 and ~~2017,~~2018, revenues recognized for the sale of ethanol and other co-products that the Company purchased from the unconsolidated ethanol LLCs were ~~$146.2~~$144.0 million and ~~$123.3~~$146.2 million, respectively.

For the three months ended March 31, 2017 revenues recognized for the sale of corn to the unconsolidated ethanol LLCs were $117.5 million. As a result of the new revenue guidance, these transactions are now being recorded on a net basis instead of a gross basis, which is included in service fee revenues above. See Note 7 for further discussion.

From time to time, the Company enters into derivative contracts with certain of its related parties, including the unconsolidated ethanol LLCs, ~~LTG, and the Thompsons Limited joint ventures,~~ for the purchase and sale of grain and 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 March 31, ~~2018,~~2019, December 31, ~~2017~~2018 and March 31, ~~2017~~2018 was ~~$0.6~~$3.4 million, ~~$0.2~~$1.9 million and ~~$2.0~~$0.6 million, respectively. The fair value of derivative contract liabilities with related parties as of March 31, ~~2018,~~2019, December 31, ~~2017~~2018 and March 31, ~~2017~~2018 was $2.2 million, $6.3 million and $2.9 million, ~~$2.5 million and $0.5 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 ~~Grain~~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 is continuing to evaluate 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. This presentation is still preliminary as the reporting structure may further evolve this year. 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. ~~Rail operations include the leasing, marketing and fleet management of railcars and other assets, railcar repair and metal fabrication.~~ The Plant Nutrient business manufactures and distributes agricultural inputs, primarily fertilizer, to dealers and farmers, along with turf care and corncob-based products. ~~Prior to 2018,~~Rail operations include the Company reported the Retail operations as a fifth reportable business segment even though it did not meet the quantitative thresholds for segment disclosures. As previously disclosed, the Company closed the Retail business during 2017,leasing, marketing and ~~accordingly has recast the prior results for this segment within the~~fleet management of railcars and other assets,

railcar repair and metal fabrication. The Other category ~~which also~~ includes other corporate level costs not attributable to an operating segment.

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 revenues.


	Three months ended March 31,				Three months ended March 31,
(in thousands)	2018		2017		2019		2018
Revenues from external customers
Grain	$	276,852	$	478,528
Trade					$	1,598,021	$	276,852
Ethanol	172,838		154,153		208,831		172,838
Plant Nutrient	135,617		146,587		128,525		135,617
Rail	50,432		40,390		41,415		50,432
Other	—		32,358
Total	$	635,739	$	852,016	$	1,976,792	$	635,739


	Three months ended March 31,				Three months ended March 31,
(in thousands)	2018		2017		2019		2018
Inter-segment sales
Grain	$	531	$	66
Trade					$	181	$	531
Plant Nutrient	—		171		20		—
Rail	333		292		1,275		333
Total	$	864	$	529	$	1,476	$	864



	Three months ended March 31,
(in thousands)	2019			2018
Income (loss) before income taxes
Trade	$	(17,464	)	$	(1,244	)
Ethanol	2,572			3,053
Plant Nutrient	(3,929		)	1,091
Rail	4,312			3,969
Other	(4,926		)	(8,879		)
Noncontrolling interests	(155		)	(282		)
Total	$	(19,590	)	$	(2,292	)



(in thousands)	March 31, 2019		December 31, 2018		March 31, 2018
Identifiable assets
Trade	$	2,116,254	$	978,974	$	1,031,150
Ethanol	333,060		295,971		210,169
Plant Nutrient	455,529		403,780		455,148
Rail	642,596		590,407		530,994
Other	112,813		122,871		136,067
Total	$	3,660,252	$	2,392,003	$	2,363,528

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 our Condensed Consolidated Balance Sheet related to leases:



(in thousands)	Condensed Consolidated Balance Sheet Classification	March 31, 2019
Assets
Operating lease assets	Right of use asset, net	$	85,766
Finance lease assets	Property, plant and equipment, net	25,379
Finance lease assets	Rail Group assets leased to others, net	3,796
Total leased assets		$	114,941

Liabilities
Current operating leases	Accrued expenses and other current liabilities	$	28,017
Non-current operating leases	Long-term lease liabilities	57,451
Total operating lease liabilities		85,468

Current finance leases	Current maturities of long-term debt	6,007
Non-current finance leases	Long-term debt	23,058
Total finance lease liabilities		29,065
Total lease liabilities		$	114,533

The components of lease cost recognized within our Condensed Consolidated Statement of Operations were as follows:

Three months ended March 31,
(in thousands) 2018 2017
Income (loss) before income taxes
Grain $ (30 ) $ (5,073 )
Ethanol 1,839
1,716
Plant Nutrient 1,091
6,672
Rail 3,969
6,078
Other (8,879 ) (15,017 )
Noncontrolling interests (282 ) 54
Total $ (2,292 ) $ (5,570 )



(in thousands)	Condensed Consolidated Statement of Operations Classification	March 31, 2019
Lease cost:
Operating lease cost	Cost of sales and merchandising revenues	$	7,239
Operating lease cost	Operating, administrative and general expenses	3,954
Finance lease cost
Amortization of right-of-use assets	Operating, administrative and general expenses	510
Interest expense on lease liabilities	Interest expense	123
Other lease cost (1)	Operating, administrative and general expenses	199
Other lease cost (1)	Interest expense	24
Total lease cost		$	12,049


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

We often have options to renew lease terms for buildings and other assets. The exercise of lease renewal options is generally at our sole discretion. In addition, certain lease agreements may be terminated prior to their original expiration date at our discretion. We evaluate each renewal and termination options at the lease commencement date to determine if we are reasonably certain to exercise the option on the basis of economic factors. The table below summarizes the weighted average remaining lease terms as of March 31, 2019.



Weighted Average Remaining Lease Term
Operating leases	4.88 years
Finance leases	11.0 years

(in thousands) March 31, 2018 December 31, 2017 March 31, 2017
Identifiable assets
Grain $ 1,031,150
$ 948,871
$ 884,870
Ethanol 210,169
180,173
170,020
Plant Nutrient 455,148
379,309
512,744
Rail 530,994
490,448
415,801
Other 136,067
163,553
178,318
Total $ 2,363,528
$ 2,162,354
$ 2,161,753

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 our lease liabilities as of March 31, 2019.



Weighted Average Discount Rate
Operating leases	4.22	%
Finance leases	3.18	%

Supplemental Cash Flow Information Related to Leases



(in thousands)	March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	15,418
Operating cash flows from finance leases	$	123
Financing cash flows from finance leases	$	387
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	1,995
Finance leases	$	3,796

Maturity Analysis of Lease Liabilities



	As of March 31, 2019
(in thousands)	Operating Leases		Finance Leases		Total
2019 (excluding the three months ended March 31, 2019)	$	31,076	$	6,293	$	37,369
2020	21,688		2,333		24,021
2021	16,289		2,334		18,623
2022	9,927		2,341		12,268
2023	5,793		2,342		8,135
Thereafter	8,688		18,331		27,019
Total lease payments	$	93,461	$	33,974	$	127,435
Less interest	7,993		4,909		12,902
Total	$	85,468	$	29,065	$	114,533

~~14.~~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 isare not material.

Commitments

In the first quarter of 2018, the Company began construction of a new ethanol facility, which is expected to be completed in 2019. Portions of the project are covered by design and build contracts, with approximately ~~$150~~$39.8 million of remaining obligation not yet incurred, of which ~~$14.9~~$3.6 million has been prepaid, as of March 31, ~~2018.~~2019.

~~Build-to-Suit Lease~~

~~In August 2015, the Company entered into a lease agre~~ement with an initial term of 15 years for a build-to-suit facility to be used as the new corporate headquarters which was completed in the third quarter of 2016. Since the Company is deemed to be the owner of this facility for accounting purposes during the construction period, it has recognized an asset and a corresponding financing obligation.

The Company has recorded a build-to-suit financing obligation in other long-term liabilities of $23.9 million, $24.3 million, and $24.1 million at March 31, 2018, December 31, 2017, and March 31, 2017, respectively. The Company has recorded a build-to-suit financing obligation in other current liabilities of $1.4 million, $1.4 million, and $0.8 million at March 31, 2018, December 31, 2017, and March 31, 2017, respectively.

~~15.~~

16. Supplemental Cash Flow Information

Certain supplemental cash flow information, including noncash investing and financing activities for the three months ended March 31, ~~2018~~2019 and ~~2017~~2018 are as follows:



	Three months ended March 31,
(in thousands)	2019			2018
Supplemental disclosure of cash flow information
Interest paid	$	16,711		$	9,854
Noncash investing and financing activity
Equity issued in conjunction with acquisition	123,146			—
Capital projects incurred but not yet paid	15,974			7,115
Removal of pre-existing equity method investment	(159,459		)	—
Purchase price holdback/ other accrued liabilities	31,518			—
Dividends declared not yet paid	5,527			4,663
Debt resulting from accounting standard adoption	—			36,953
Railcar assets and liabilities resulting from accounting standard adoption	—			25,643

Three months ended March 31,
(in thousands) 2018 2017
Supplemental disclosure of cash flow information
Interest paid $ 9,854
$ 8,670
Noncash investing and financing activity
Capital projects incurred but not yet paid 7,115
2,216
Investment merger (decreasing equity method investments and non-controlling interest) —
8,360
Outstanding receivable for sale of assets —
3,597
Dividends declared not yet paid 4,663
4,501
Debt as a result of accounting standard adoption 36,953
—
Railcar assets as a result of accounting standard adoption 25,643
—

~~16. Sale~~17. Business Acquisition

Effective January 1, 2019, the Company completed its acquisition of ~~Assets~~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.

~~On March 31, 2017~~Total consideration paid by the Company ~~sold four farm center locations~~to complete the acquisition of LTG was $323.9 million. The Company paid $169.2 million in ~~Florida for $17.4~~cash, which includes preliminary working capital adjustments of $31.5 million, and ~~recorded~~issued 4.1 million unregistered shares valued at $123.1 million based upon the stock price of the Company.

The purchase price allocation is preliminary, pending completion of the full valuation report and a ~~$4.7 million gain, net of transaction costs in Other income, net. The sale price included a~~final working capital adjustment ~~of $3.6 million.~~to be agreed upon between the Company and the sellers. A summarized preliminary purchase price allocation is as follows:




Cash consideration paid	$	169,218
Equity consideration	123,146
Purchase price holdback/ other accrued liabilities	31,518
Total purchase price consideration	$	323,882

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




Cash and cash equivalents	$	21,923
Accounts receivable	320,467
Inventories	456,963
Commodity derivative assets - current	82,595
Other current assets	27,473
Commodity derivative assets - noncurrent	13,576
Goodwill	113,617
Other intangible assets	116,200
Right of use asset	42,972
Equity method investments	28,728
Other assets, net	2,211
Property, plant and equipment, net	173,388
	1,400,113

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	63,263
Other long-term liabilities, including commodity derivative liabilities - noncurrent	3,174
Long-term lease liabilities	25,810
Long-term debt, including current maturities	161,688
Deferred income taxes	15,577
	920,288
Fair value of acquired assets and assumed liabilities	$	479,825

Removal of preexisting ownership interest, including associated cumulative translation adjustment	(159,459		)
Pre-tax loss on derecognition of preexisting ownership interest	3,516
Total purchase price consideration	$	323,882

The goodwill recognized as a result of the LTG acquisition is $113.6 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.

~~17.~~Details of the intangible assets acquired are as follows:



			Estimated useful life
Customer relationships	$	95,200	10 years
Noncompete agreements	21,000		3 years
	$	116,200	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 March 31
	2019			2018
Net sales	$	1,974,092		$	1,928,312
Net loss	(10,753		)	(10,396		)

Pro forma net loss 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 quarter ended March 31, 2019 are not practicable to determine given the immediate 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 three months ended March 31, 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	113,617		—		—		113,617
Balance as of March 31, 2019	$	114,788	$	686	$	4,167	$	119,641

Acquisitions represent the LTG acquisition's preliminary goodwill allocation.

19. Exit Costs and Assets Held for Sale

The Retail business closed during the second quarter of 2017. Inventory and fixtures liquidation efforts were completed throughout the year, and no additional charges were incurred during the first quarter of 2018. During the first quarter of 2017, the Company incurred exit charges of $7.8 million, consisting primarily of employee severance and related benefits.

The Company classified $0.4 million of assets ~~aggregating~~as held for sale on the Condensed Consolidated Balance Sheet at March 31, 2019 and at December 31, 2018.

The Company classified $57.8 million of assets as Assets held for sale on the Condensed Consolidated Balance Sheet at March 31, 2018. This includes $19.4 million of Property, plant and equipment, net, $13.8 million of Inventories, and $18.8 million of Commodity derivative assets related to certain ~~Western~~western Tennessee locations inof the ~~Grain group.~~Trade Group. The Company classified $4.2 million and $1.6 million of additional Property, plant and equipment, net as Assets held for sale related to the remaining Retail store assets and administrative offices at an outlying location in the Plant Nutrient Group, respectively.

The Company classified assets aggregating $37.9 million of assets held for sale on the Condensed Consolidated Balance Sheet at December 31, 2017. This includes $19.5 million of Property, plant and equipment, net, $11.4 million of Inventories, and $1.2 million of Commodity derivative assets related to certain Western Tennessee locations in the Grain group. The Company classified $4.2 million and $1.6 million of additional Property, plant and equipment, net as Assets held for sale related to the remaining Retail store assets and administrative offices at an outlying location in the Plant Nutrient Group, respectively.

~~18. Subsequent Events~~

~~On April 2, 2018, the Company closed on an agreement to sell its grain elevators in Humboldt, Kenton and Dyer, Tennessee for $19.5 million, plus working capital.~~

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, ~~2017~~2018 (“~~2017~~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 ~~2017~~2018 Form 10-K, have not materially changed through the first quarter of ~~2018,~~2019, other than as a result of adopting the new ~~revenue recognition~~lease accounting standard. See additional information regarding these policies in the Notes to the Condensed Consolidated Financial statements herein in Notes 1 and 7.14.

Executive Overview

Our operations are organized, managed and classified into four reportable business segments: ~~Grain,~~Trade, Ethanol, Plant Nutrient, and Rail. Each of these segments is generally based on the nature of products and services offered. ~~Prior to 2018, we reported~~In January, the ~~Retail operations as a fifth reportable business segment even though~~Company completed the acquisition of 67.5% of LTG equity that it did not ~~meet~~already own. The transaction also resulted in the ~~quantitative thresholds for~~consolidation of Thompsons Limited of Ontario, Canada and related entities, which LTG and the Company jointly owned. The Company is continuing to evaluate its segment ~~disclosures. As previously disclosed, we closed~~reporting structure as a result of the ~~Retail~~acquisition. The presentation here includes a majority of the acquired business ~~during 2017, and accordingly have recast the prior results for this segment~~ within the ~~Other category,~~legacy Grain Group which has been renamed, Trade Group. The acquired ethanol trading business is included within the Ethanol Group. This presentation is preliminary as the reporting structure may evolve during the remainder of this year. The LTG acquisition, the Company also ~~includes other corporate level costs not attributable~~moved certain commission income and an elevator lease from the legacy Grain Group to ~~an operating segment.~~the Ethanol Group to better align business segments. Prior year results have been recast to reflect this change.

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.

~~Grain~~Trade Group

The ~~Grain Group's performance~~Trade Group’s results in the first quarter reflects ~~continued recovery with improved earnings~~difficult market conditions and significant transaction-related costs and purchase accounting impacts. The group was challenged by flat commodity markets and damage from heavy rains in ~~the first quarter~~Nebraska, but were able to take advantage of 2018 compared to the first quarter of 2017. Market volatility as well as strong execution by our origination team has led to an increase in risk management income. The results of the food business and equity investments also improved over those of the prior year.weather-related supply disruption.

~~Grain~~Agricultural inventories on hand at March 31, ~~2018~~2019 were ~~108.4~~136.8 million bushels, of which ~~0.7~~1.9 million bushels were stored for others. These amounts compare to ~~100.1~~108.4 million bushels on hand at March 31, ~~2017,~~2018, of which ~~2.7~~0.7 million bushels were stored for others. ~~While total grain~~Total Trade storage capacity, including temporary pile storage, ~~remained unchanged~~was approximately 218 million bushels at ~~approximately~~March 31, 2019 compared to 153 million bushels at March 31, ~~2018 and March 31, 2017,~~2018. This increase in capacity is a result of the ~~sale of three Tennessee locations in the second quarter will decrease storage by approximately 8 million bushels.~~LTG acquisition.

~~While weather will play a factor, the spring planting season is still in its early stages.~~ The ~~Grain~~Trade Group will continue to focus on ~~growing originations, risk management services,~~integration and ~~its food ingredients business.~~capturing synergies as a result of the transaction.

Ethanol Group

The Ethanol Group's first quarter results reflect an environment with lower margins which lead to a slight decrease in operating results year over year. Despite tough industry-wide market conditions, the Ethanol Group was profitable due to continued increase in ~~volumes primarily due to~~plant efficiencies and improving yields. The addition of the ~~Albion plant expansion~~LTG trading team has also added value on ethanol and ~~higher DDG values due to the lack of vomitoxin issues in the current year.~~

DDGs. The ~~Company also began~~ construction of ~~its~~the Ethanol Group's new bio-refinery facility ~~which~~continues and the project is ~~expected~~on target to be ~~completed~~operational early in the third quarter of 2019.

Ethanol and related ~~coproducts~~co-products volumes for three months ended March 31, ~~2018~~2019 and ~~2017~~2018 were as follows:


(in thousands)	Three months ended March 31,		Three months ended March 31,
	2018	2017	2019	2018
Ethanol (gallons shipped)	103,075	89,423	131,028	103,075
E-85 (gallons shipped)	14,901	9,257	8,932	14,901
Corn Oil (pounds shipped)	4,807	4,260	4,932	4,807
DDG (tons shipped) *	39	42	36	39

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

The above table shows only shipped volumes that flow through the Company's sales 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 first quarter results reflect ~~a continued depressed~~delayed primary and specialty nutrient ~~market~~sales due to weather and ~~continued delay in market improvements around~~lower lawn and cob results. The outlook for the specialty products. These circumstances were partially offset by volume and margin increases in lawn products. We expect volume and margin pressures to continue to be a challenge in the remaining quarters of 2018.Group remains challenged.

Storage capacity at our wholesale nutrient and farm center facilities, including leased storage, was approximately 487 thousand tons for dry nutrients and approximately 515 thousand tons for liquid nutrients at March 31, 2019, compared to approximately 484 thousand tons for dry nutrients and approximately 513 thousand tons for liquid nutrients at March 31, ~~2018 comparable to approximately 486 thousand tons for dry nutrients and approximately 528 thousand tons for liquid nutrients at March 31, 2017.~~2018.

Tons of product sold for ~~the~~ three months ended March 31, ~~2018~~2019 and ~~2017~~2018 were as follows:


(in thousands)	Three months ended March 31,		Three months ended March 31,
	2018	2017	2019	2018
Primary nutrients	202	217	178	202
Specialty nutrients	186	209	165	186
Other	16	23	16	16
Total tons	404	449	359	404

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, micro-nutrients for wholesale and farm center businesses, as well as the lawn business. Other tons ~~includes~~include those from the cob business.

Rail Group

~~As anticipated, the~~The Rail ~~Group's~~Group results ~~are lower~~reflect strong lease income due to a growing fleet and higher average lease rates as well as improved rail repair income. These increases were largely offset by a decrease in 2018 as they reflect additional certification expenses and the inability to record gains on nonrecourse financing of rail cars in the quarter as a result of the new revenue recognition accounting standard. Despite these headwinds, the group saw an increase inincome from car sales. Average utilization rates increased from ~~83.6 percent in the first quarter of 2017 to~~ 87.9 percent in the first quarter of 2018 to 95.7 percent in the first quarter of 2019. A portion of this increase is attributable to the railcar scrap program which occurred in the second quarter of 2018. ~~While~~Additionally, the Company focused on putting idle cars in service and growing the fleet with strategic purchases. Rail Group assets under management (owned, leased or managed for financial institutions in non-recourse arrangements) at March 31, ~~2018~~2019 were ~~23,044~~23,550 compared to ~~23,394~~23,044 at March 31, ~~2017, the number of~~2018.

The leasing business continues to perform well with more cars on lease ~~increased by 4% from the prior~~and higher average lease rates year over year. ~~The Group also purchased over 350 railcars in the first quarter of 2018~~Lease rates and ~~scrapped just over 560 cars, taking advantage of an increase in scrap prices.~~utilization rates have likely hit their peak but should remain steady.

~~The Group will continue to focus on managing the age of its fleet by making strategic purchases and taking advantage of higher scrap prices, increasing the percent of cars under lease.~~

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. The results of our former retail business, which was closed in 2017, are also included in "Other" activities.~~project, and other elimination and consolidation adjustments.

Operating Results

On May 6, 2019, we furnished a Current Report on Form 8-K to the SEC that included a press release issued that same day announcing the first quarter financial results for the period ended March 31, 2019, which was furnished as Exhibit 99.1 thereto (the Earnings Release). The Earnings Release reported: (a) Sales and merchandising revenues of $2,079.4 million and (b) Cost of sales and merchandising revenues of $1,969.7 million, for the three months ended March 31, 2019. The Consolidated Statements of Operations and accompanying notes in this Form 10-Q reports (a) Sales and merchandising revenues of $1,976.8 million and (b) Cost of sales and merchandising revenues of $1,867.1 million, for the three months ended March 31, 2019. Subsequent to the Earnings Release, we recorded a correction related to intercompany elimination of sales and merchandising revenue and cost of sales and merchandising revenue of $102.6 million, which did not impact gross profit.

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 ~~in the Notes to the Condensed Consolidated Financial Statements~~ herein in Note 13 Segment Information.

Three months ended March 31,
(in thousands) 2018 2017
Sales and merchandising revenues $ 635,739
$ 852,016
Cost of sales and merchandising revenues 572,034
775,558
Gross profit 63,705
76,458
Operating, administrative and general expenses 64,257
81,545
Interest expense (income) 6,999
6,100
Equity in earnings (losses) of affiliates, net 3,573
(1,878 )
Other income (expense), net 1,686
7,495
Income (loss) before income taxes (2,292 ) (5,570 )
Income (loss) attributable to noncontrolling interests (282 ) 54
Income (loss) before income taxes attributable to The Andersons, Inc. $ (2,010 ) $ (5,624 )

Comparison of the three months ended March 31, ~~2018~~2019 with the three months ended March 31, ~~2017~~:2018:

~~Grain Group~~


	Three months ended March 31,						Three months ended March 31, 2019
(in thousands)	2018			2017			Trade			Ethanol			Plant Nutrient			Rail		Other			Total
Sales and merchandising revenues	$	276,852		$	478,528		$	1,598,021		$	208,831		$	128,525		$	41,415	$	—		$	1,976,792
Cost of sales and merchandising revenues	250,802			454,879			1,529,032			205,023			107,591			25,482		—			1,867,128
Gross profit	26,050			23,649			68,989			3,808			20,934			15,933		—			109,664
Operating, administrative and general expenses	25,954			25,327			72,416			3,949			23,169			8,151		5,664			113,349
Interest expense (income)	2,959			2,696			10,916			(824		)	2,261			3,679		(122		)	15,910
Equity in earnings (losses) of affiliates, net	1,987			(1,345		)	(131		)	1,650			—			—		—			1,519
Other income (expense), net	846			646			(2,990		)	84			567			209		616			(1,514		)
Income (loss) before income taxes	$	(30	)	$	(5,073	)	(17,464		)	2,417			(3,929		)	4,312		(4,926		)	(19,590		)
Income (loss) attributable to the noncontrolling interests							—			(155		)	—			—		—			(155		)
Income (loss) attributable to The Andersons, Inc.							$	(17,464	)	$	2,572		$	(3,929	)	$	4,312	$	(4,926	)	$	(19,435	)



	Three months ended March 31, 2018
(in thousands)	Trade			Ethanol			Plant Nutrient		Rail		Other			Total
Sales and merchandising revenues	$	276,027		$	173,663		$	135,617	$	50,432	$	—		$	635,739
Cost of sales and merchandising revenues	250,802			169,972			113,380		37,880		—			572,034
Gross profit	25,225			3,691			22,237		12,552		—			63,705
Operating, administrative and general expenses	25,821			3,162			20,357		6,231		8,686			64,257
Interest expense (income)	2,960			(42		)	1,441		2,368		272			6,999
Equity in earnings (losses) of affiliates, net	1,987			1,586			—		—		—			3,573
Other income (expense), net	325			614			652		16		79			1,686
Income (loss) before income taxes	(1,244		)	2,771			1,091		3,969		(8,879		)	(2,292		)
Income (loss) attributable to the noncontrolling interests	—			(282		)	—		—		—			(282		)
Income (loss) attributable to The Andersons, Inc.	$	(1,244	)	$	3,053		$	1,091	$	3,969	$	(8,879	)	$	(2,010	)

Trade Group

Operating results for the ~~Grain~~Trade Group ~~improved~~declined by ~~$5.0~~$16.2 million compared to the results of the same period last year. Sales and merchandising revenues ~~decreased $201.7~~increased $1,322.0 million ~~which was more than offset by a decrease in~~and cost of sales and merchandising revenues ~~of $204.1~~increased $1,278.2 million for afavorable net ~~favorable~~ gross profit impact of ~~$2.4~~$43.8 million. ~~The adoption of ASC 606 led to a decrease in revenue of $164.4 million and an equal offsetting decrease to cost of sales.~~ The gross profit increase was ~~driven by accelerated basis appreciation~~a direct result of acquiring LTG and Thompsons.

Operating, administrative and general expenses increased $46.6 million. The acquisition drove this increase with an ~~increase~~additional $41.0 million of operational expenses, including $3.4 million of stock-based compensation expense, and $4.4 million of incremental depreciation and amortization, and $0.8 million of other transaction-related costs.

Interest expense increased $8.0 million primarily due to the acquisition and rising interest rates. The Company also wrote off $0.6 million in ~~risk management~~deferred financing fees ~~in the first quarter.~~as part of its new credit facility.

Equity in earnings of affiliates ~~improved~~declined by ~~$3.3~~$2.1 million ~~due~~because LTG and Thompsons are now consolidated entities.

Other income, net includes a $3.5 million loss on pre-existing investments in LTG and Thompson's which was driven by foreign currency translation losses related to ~~better operating results from Lansing Trade Group during the quarter.~~Thompsons.

Ethanol Group

Three months ended March 31,
(in thousands) 2018 2017
Sales and merchandising revenues $ 172,838
$ 154,153
Cost of sales and merchandising revenues 169,972
148,613
Gross profit 2,866
5,540
Operating, administrative and general expenses 3,029
3,247
Interest expense (income) (41 ) (3 )
Equity in earnings (losses) of affiliates, net 1,586
(533 )
Other income (expense), net 93
7
Income (loss) before income taxes 1,557
1,770
Income (loss) attributable to noncontrolling interests (282 ) 54
Income (loss) before income taxes attributable to The Andersons, Inc. $ 1,839
$ 1,716

Operating results for the Ethanol Group ~~improved $0.1~~declined $0.5 million from the same period last year. Sales and merchandising revenues increased ~~$18.7~~$35.2 million compared to the results of the same period last year. This was driven by a 16% increase in ethanol gallons sold, a portion of which is attributable to the Albion plant expansion that was not operating at its current capacity until the second quarter of 2017, and ~~a 61% increase in E-85 sales. Cost~~cost of sales and merchandising revenues increased as$35.1 million compared to 2018 results. The incremental sales volumes and corresponding cost of sales is attributable to the LTG acquisition. This resulted in a ~~result~~gross profit increase of $0.1 million.

Operating, administrative and general expenses increased $0.8 million primarily due to an increase in labor and benefits which was driven by the addition of the ~~increase in sales volume. Gross profit declined due~~acquired ethanol trading team to ~~a decrease of 8% in~~ the ~~average selling price of ethanol.~~group.

~~Equity in earnings of affiliates increased $2.1~~Interest expense decreased $0.8 million due to ~~improved results from~~ the ~~unconsolidated ethanol LLCs. These results were driven by~~capitalization of interest related to the ~~Albion plant expansion and higher DDG values in the first quarter, each accounting for approximately half~~construction of ~~the increase.~~ELEMENT.

Plant Nutrient Group

Three months ended March 31,
(in thousands) 2018 2017
Sales and merchandising revenues $ 135,617
$ 146,587
Cost of sales and merchandising revenues 113,380
120,779
Gross profit 22,237
25,808
Operating, administrative and general expenses 20,357
23,060
Interest expense (income) 1,441
1,640
Other income (expense), net 652
5,564
Income (loss) before income taxes $ 1,091
$ 6,672

Operating results for the Plant Nutrient Group declined ~~$5.6~~$5.0 million ~~over~~compared to the same period in the prior year. Sales and merchandising revenues decreased ~~$11.0~~$7.1 million. ~~A 72% decrease in farm center tons sold as a result of the sale of Florida locations led to a $14.1 million revenue decrease.~~ This ~~decrease~~ was ~~partially offset~~driven by a 13% ~~increase~~decrease in primary tons and 10% decrease in specialty tons. These decreases are due to unfavorable weather conditions as well as higher volumes in the lawn ~~product tons sold which led to an increase of $6.2 million of revenue.~~business that did not recur in the current year. Cost of sales and merchandising revenues decreased ~~$7.4~~by $5.8 million ~~primarily~~ due to athe decrease in ~~farm center tons sold noted above which was partially offset by the increase~~sales. While primary nutrient margins improved, lower volumes led to an overall decrease in ~~lawn tons sold.~~gross profit of $1.3 million.

Operating, administrative and general expenses ~~decreased $2.7~~increased $2.8 million ~~largely~~primarily due ~~to $0.9~~a $0.5 million ofincrease in rent and storage and an increase in labor and ~~benefit reductions. Smaller reductions were also realized in~~benefits.

Interest expense increased $0.8 million from rising interest rates and higher working capital from a ~~number of other expenses categories as part of our overall cost control efforts and as a result of Florida locations being excluded in current year results.~~slow start to the spring season.

~~Other income (expense), net decreased $4.9 million as 2017 includes a $4.7 million gain on the sale of farm center locations in Florida.~~

Rail Group

Three months ended March 31,
(in thousands) 2018 2017
Sales and merchandising revenues $ 50,432
$ 40,390
Cost of sales and merchandising revenues 37,880
28,082
Gross profit 12,552
12,308
Operating, administrative and general expenses 6,231
5,500
Interest expense (income) 2,368
1,809
Other income (expense), net 16
1,079
Income (loss) before income taxes $ 3,969
$ 6,078

Operating results ~~declined $2.1~~improved $0.3 million from the same period last ~~year.~~year while Sales and merchandising revenues ~~increased $10.0~~decreased $9.0 million. ~~Revenue from~~This decrease was driven by a $13.9 million decrease in car ~~sales increased~~sale revenues as the Company sold more cars in the first quarter of 2018. This decrease was partially offset by ~~$10.0 million. Leasing~~an increase of $3.1 million in leasing revenues ~~increased by $2.0 million~~ due to higher lease and utilization ~~which was offset by a $2.0~~rates and $1.8 million ~~decrease~~ in repair and other ~~revenue.~~revenues. Cost of sales and merchandising revenues ~~increased $9.8~~decreased $12.4 million compared to the prior year due to ~~an increase in~~lower car sales ~~which was partially offset by a decrease~~and improved margins in ~~repair cost of sales related to the decrease in repair revenue.~~services. As a result, gross profit increased ~~$0.2~~$3.4 million compared to last year.

Operating, administrative and general expenses increased ~~primarily~~$1.9 million driven by $0.9 million increase in labor and benefits due to ~~an increase~~the growth in ~~depreciation from cars added~~the repair business and $0.7 million of reserves on customer accounts.

Interest expense increased $1.3 million due to ~~the balance sheet as a result of the new revenue accounting standard.~~rising interest rates and higher debt balances.

Other ~~income decreased $1.1 million, as end of lease settlements that occurred in the first quarter of 2017 did not recur.~~

~~Other~~

Three months ended March 31,
(in thousands) 2018 2017
Sales and merchandising revenues $ —
$ 32,358
Cost of sales and merchandising revenues —
23,205
Gross profit —
9,153
Operating, administrative and general expenses 8,686
24,411
Interest expense (income) 272
(42 )
Other income (expense), net 79
199
Income (loss) before income taxes $ (8,879 ) $ (15,017 )

Sales and merchandising revenues decreased $32.4 million, cost of sales and merchandising revenues decreased $23.2 million and gross profit decreased $9.2 million. All of these decreases are a result of the retail business operating in the first quarter of 2017 but no longer operational in 2018.

Operating, administrative and general expenses decreased ~~$15.7~~$3.0 million ~~primarily~~ due to ~~a decrease in labor,~~ severance ~~benefits~~ and other ~~operating expenses that were incurred~~IT implementation costs reflected in ~~the first quarter of 2017 but~~2018 which did not ~~incurred~~recur in ~~the first quarter of 2018 as a result of the shutdown of the retail business. Unallocated corporate operating expenses increased slightly due to an increase in severance costs.~~2019.

Income Taxes

For the three months ended March 31, 2019, the Company recorded income tax benefit of $5.4 million at an effective rate of 27.8%. In 2018, the ~~first quarter of 2018,~~Company recorded an income tax benefit of $0.3 million ~~was provided~~ at an effective tax rate of 13.5%. InThe net increase in effective tax rate resulted from the ~~first quarter~~current period impact of ~~2017, an~~state income taxes, nondeductible compensation, and noncontrolling interests. The prior period produced income tax benefit ~~of $2.5 million~~from the loss before income taxes that was ~~provided at 45.5%. The lower 2018 effective~~offset by net tax ~~rate is primarily due~~expense from discrete activity related to a statutory merger. This discrete activity did not recur in the current period, resulting in less offset to the ~~benefits of~~income tax ~~reform.~~benefit from the loss before income taxes.

Liquidity and Capital Resources

Working Capital

At March 31, ~~2018~~2019, the Company had working capital of ~~$213.9~~$440.3 million. The following table presents changes in the components of current assets and current liabilities:


(in thousands)	March 31, 2018		March 31, 2017		Variance			March 31, 2019		March 31, 2018		Variance
Current Assets:
Cash and cash equivalents	$	31,497	$	29,645	$	1,852		$	29,991	$	31,497	$	(1,506	)
Restricted cash	—		752		(752		)
Accounts receivable, net	216,021		190,628		25,393			611,290		216,021		395,269
Inventories	731,629		641,294		90,335			1,026,465		731,629		294,836
Commodity derivative assets – current	43,810		48,049		(4,239		)	158,277		43,810		114,467
Other current assets	57,147		83,623		(26,476		)	60,222		57,147		3,075
Assets held for sale	57,775		—		57,775			364		57,775		(57,411		)
Total current assets	1,137,879		993,991		143,888			1,886,609		1,137,879		748,730
Current Liabilities:
Short-term debt	489,000		255,000		234,000			434,304		489,000		(54,696		)
Trade and other payables	263,519		276,834		(13,315		)	590,258		263,519		326,739
Customer prepayments and deferred revenue	81,778		81,628		150			148,345		81,778		66,567
Commodity derivative liabilities – current	15,424		29,914		(14,490		)	66,623		15,424		51,199
Accrued expenses and other current liabilities	60,095		65,952		(5,857		)	151,648		60,095		91,553
Current maturities of long-term debt	14,134		56,144		(42,010		)	55,160		14,134		41,026
Total current liabilities	923,950		765,472		158,478			1,446,338		923,950		522,388
Working Capital	$	213,929	$	228,519	$	(14,590	)	$	440,271	$	213,929	$	226,342

March 31, ~~2018~~2019 current assets increased ~~$143.9~~$748.7 million in comparison to those of March 31, ~~2017.~~2018. This increase was primarily due to increases in accounts receivable, inventories, and ~~accounts receivable. The increase in inventory relates to higher grain inventories from higher bean prices and more bushels owned.~~commodity derivative assets. Accounts receivable increased due to the amount and timing of sales in the Grain and Ethanol business. Other current assets decreased due to a decrease to railcars placed into service out of idle storage. Assets held for sale increased due to anacquisition. The increase in inventory ~~and commodity derivative assets held for sale which was reclassed from~~primarily relates to the ~~respective lines on the balance sheet, having no net impact on total current assets.~~acquisition. Additionally, Plant Nutrients inventory increased as a result of higher inventory levels as a result of a delayed planting season due to wet weather conditions. Current commodity derivative assets and liabilities, which reflects the customer net asset or liability based on the value of forward contracts as compared to market prices at the end of the period, ~~have decreased.~~show a net increase due to the 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 ~~$158.5~~$522.4 million compared to the prior year primarily due to ~~an increase~~the acquisition of LTG, and the debt related changes detailed in short-term debt which was a result of higher inventories and increased margin funding. This increase was partially offset by a decrease in current maturities of long-term debt due to timing of debt maturities as well as timing of payments in accounts payable.Note 4, Debt.

Sources and Uses of Cash

Operating Activities

Our operating activities used cash of ~~$378.7~~$122.0 million and ~~$229.2~~$378.7 million in the first three months of ~~2018~~2019 and ~~2017,~~2018, respectively. The ~~increase~~decrease in cash used was due to ~~the increases~~changes in ~~accounts receivable, inventories and commodity derivatives~~working capital, as discussed above.

Investing Activities

Investing activities used cash of ~~$44.3~~$205.8 million through the first three months of ~~2018~~2019 compared to cash used of ~~$13.2~~$44.3 million in the prior year. Cash used for the ~~purchases~~acquisition of ~~property, plant, equipment, and software~~business increased $147.3 million primarily due to ~~costs associated with~~ the beginning stages of the construction of the bio-refinery that began in the first quarter of 2018. Additionally, there was a decrease of $13.9 million proceeds from the sale of assets as 2017 reflected the sale of Florida farm centers.recent acquisition.

In ~~2018,~~2019, we expect to spend a total of ~~$145~~$160 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 or non-recourse debt of approximately ~~$125~~$135 million during the year.

In addition to the construction of the bio-refinery, total capital spending for ~~2018~~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 ~~$60~~$54 million.

Financing Activities

Financing activities provided cash of ~~$419.6~~$336.1 million and ~~$209.5~~$419.6 million for the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, respectively. This was largely due to an increase in ~~short-term borrowings which is~~proceeds from debt as a result of ~~an increase in commodity prices~~additional debt assumed to finance the acquisition and ~~associated~~higher seasonal working capital requirements. In addition, the current year saw a $68.7 million increase in long-term debt payments which was partially offset by an increase of $34.8 million in funds provided by the issuance of long-term debt.capital.

We are party to borrowing arrangements with a syndicate of banks that provide a total of ~~$950.0~~$1,625 million in borrowings. This amount includes ~~$15.0 million of debt of The Andersons Denison Ethanol LLC,~~ $70 million of debt of ELEMENT LLC, ~~and $65~~$200.0 million of debt of The Andersons Railcar Leasing Company LLC, that is non-recourse to the Company, and $180 million of debt of Thompsons, that is non-recourse to the Company. Of that total, we had ~~$338.3~~$1,029 million available for borrowing at March 31, ~~2018. Peak short-term borrowings to date were $541 million on March 14, 2018. Typically, our highest borrowing occurs in~~2019. Consistent with the ~~late winter and early spring due to~~ seasonal inventory requirements in our fertilizer and grain ~~businesses.~~businesses, short-term borrowings were higher in the quarter.

We paid ~~$4.7~~$5.5 million in dividends in the ~~first quarter~~three months of ~~2018~~2019 compared to ~~$4.5~~$4.7 million in the prior year. We paid $0.17 per common share for the dividends paid in January 2019 and $0.165 per common share for the dividends paid in January ~~2018 and $0.16 per common share for the dividends paid in January 2017.~~2018. On February ~~23, 2018~~22, 2019 we declared a cash dividend of ~~$0.165~~$0.17 per common share payable on April ~~23, 2018~~22, 2019 to shareholders of record on April ~~2, 2018.~~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 March 31, ~~2018.~~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 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.

Contractual Obligations

Future payments due under contractual obligations at March 31, 2019 are as follows:



	Payments Due by Period
(in thousands)	2019 (remaining nine months)		2020-2021		2022-2023		After 2023		Total
Long-term debt, recourse	$	49,498	$	264,940	$	323,420	$	338,695	$	976,553
Long-term debt, non-recourse	4,829		130,859		9,961		6,370		152,019
Interest obligations (a)	39,974		60,746		40,971		36,856		178,547
Operating leases (b)	30,678		34,749		12,294		8,688		86,409
Purchase commitments (c)	3,479,536		386,147		1,395		—		3,867,078
Other long-term liabilities (d)	3,317		6,711		6,804		24,695		41,527
Construction commitment (e)	39,747		—		—		—		39,747
Total contractual cash obligations	$	3,647,579	$	884,152	$	394,845	$	415,304	$	5,341,880

(a) Future interest obligations are calculated based on interest rates in effect as of March 31, 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 39% 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 $3,247,212 million for the purchase of commodities, including grain from producers and $182 million for the purchase of ethanol from the unconsolidated ethanol LLCs. 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 Grain and Ethanol Groups in Item 1 of 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 $70 million in 2019 for the construction of this plant.

At March 31, 2019, we had standby letters of credit outstanding of $32.9 million.

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 March 31, ~~2018:~~2019:



Method of Control	Financial Statement	Units
Owned - railcars available for sale	On balance sheet – current	~~503~~271
Owned - railcar assets leased to others	On balance sheet – non-current	~~18,441~~20,812
Railcars leased from financial intermediaries	Off balance sheet	~~3,138~~2,261
Railcars in non-recourse arrangements	Off balance sheet	~~861~~163
Total Railcars		~~22,943~~23,507
Locomotive assets leased to others	On balance sheet – non-current	3224
Locomotives leased from financial intermediaries	Off balance sheet	4
Total Locomotives		3628
~~Barge assets leased to others~~	~~On balance sheet – non-current~~	—
Barge assets leased from financial intermediaries	Off balance sheet	6515
Total Barges		6515

In addition, we manage ~~539~~1,207 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, ~~2017.~~2018. There were no material changes in market risk, specifically commodity and interest rate risk during the quarter ended March 31, ~~2018.~~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 (excluding LTG and Thompsons), 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 March 31, ~~2018,~~2019, the Company's disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

Management concluded that the Company’s system of internal control over financial reporting (excluding LTG and Thompsons) was effective as of December 31, ~~2017.~~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 LTG 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 ~~2017~~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
January 2019	30,158	$	30.03	—
February 2019	1,673	35.24		—
March 2019	—	—		—
Total	31,831	30.30		—

(1) During the three months ended March 31, 2019, the company acquired shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.

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

Item 4. Mine Safety Disclosure

We are committed to protecting the occupational health and well-being of ~~shares~~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 ~~occurred~~implemented employee training that is geared toward maintaining a high level of awareness and knowledge of safety and health issues in ~~2018.~~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.

Item 6. Exhibits

(a) Exhibits




No.		Description

10.1		Employment Agreement between The Andersons, Inc. and William E. Krueger (Incorporated by reference to Form ~~of Performance Share Unit Agreement - Earnings Per Share~~8-K filed January 14, 2019).

10.2		Credit Agreement, dated January 11, 2019, between The Andersons, Inc., as borrower, and several banks with U.S. Bank National Association acting as Lead Agent. (Incorporated by reference to Form ~~of Performance Share Unit Agreement - Total Shareholder Return~~8-K filed January 2, 2019).

10.3		Form of ~~Restricted~~Performance Share ~~Award~~Unit Agreement - Total Shareholder Return (filed herewith).

10.4		Form of Restricted Share Award ~~- Non-Employee Directors Agreement~~ (filed herewith).

12		~~Computation of Ratio of Earnings to Fixed Charges~~

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 March 31, ~~2018,~~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.

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: May ~~8, 2018~~10, 2019		By /s/ Patrick E. Bowe
		Patrick E. Bowe
		Chief Executive Officer (Principal Executive Officer)

Date: May ~~8, 2018~~10, 2019		By /s/ ~~Anne G. Rex~~Brian A. Valentine
		~~Anne G. Rex~~Brian A. Valentine
		Senior Vice President ~~Corporate Controller & Interim~~and Chief Financial Officer (Principal Financial Officer)

Exhibit Index

The Andersons, Inc.




No.		Description

10.1		Employment Agreement between The Andersons, Inc. and William E. Krueger (Incorporated by reference to Form ~~of Performance Share Unit Agreement - Earnings Per Share~~8-K filed January 14, 2019).

10.2		Credit Agreement, dated January 11, 2019, between The Andersons, Inc., as borrower, and several banks with U.S. Bank National Association acting as Lead Agent. (Incorporated by reference to Form ~~of Performance Share Unit Agreement - Total Shareholder Return~~8-K filed January 2, 2019).

10.3		Form of ~~Restricted~~Performance Share ~~Award~~Unit Agreement - Total Shareholder Return (filed herewith).

10.4		Form of Restricted Share Award ~~- Non-Employee Directors Agreement~~

12		~~Computation of Ratio of Earnings to Fixed Charges~~ (filed herewith).

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 March 31, ~~2018~~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.

4445



in thousands	Contract liabilities
Balance at January 1, 2018	$	25,520
Balance at March 31, 2018	$	67,715



	Balance Sheet
(in thousands)	As Reported		ASC 606 Impact			Pro forma as if the previous accounting guidance was in effect
Cash and cash equivalents and restricted cash	$	31,497	$	—		$	31,497
Accounts receivable, net	216,021		—			216,021
Inventories	731,629		145			731,774
Commodity derivative assets - current	43,810		—			43,810
Other current assets	114,922		(170		)	114,752
Other noncurrent assets	369,633		—			369,633
Rail Group assets leased to others, net	462,253		(24,844		)	437,409
Property, plant and equipment	393,763		—			393,763
Total assets	2,363,528		(24,869		)	2,338,659
Short-term debt and current maturities of long-term debt	503,134		(2,922		)	500,212
Trade and other payables and accrued expenses and other current liabilities	323,614		—			323,614
Commodity derivative liabilities - current	15,424		—			15,424
Customer prepayments and deferred revenue	81,778		—			81,778
Commodity derivative liabilities - noncurrent and Other long-term liabilities	32,950		—			32,950
Employee benefit plan obligations	26,310		—			26,310
Long-term debt, less current maturities	438,628		(33,318		)	405,310
Deferred income taxes	118,933		2,942			121,875
Total liabilities	1,540,771		(33,298		)	1,507,473
Retained earnings	618,572		8,429			627,001
Common shares, additional paid-in-capital, treasury shares, accumulated other comprehensive loss and noncontrolling interests	204,185		—			204,185
Total equity	822,757		8,429			831,186
Total liabilities and equity	2,363,528		(24,869		)	2,338,659



	Statement of Operations
in thousands	As Reported			ASC 606 Impact			Pro forma as if the previous accounting guidance was in effect
Sales and merchandising revenues	$	635,739		$	164,189		$	799,928
Cost of sales and merchandising revenues	572,034			164,650			736,684
Gross profit	63,705			(461		)	63,244
Operating, administrative and general expenses	64,257			—			64,257
Goodwill impairment				—			—
Interest expense	6,999			(403		)	6,596
Other income:
Equity in earnings of affiliates, net	3,573			—			3,573
Other income, net	1,686			—			1,686
Income (loss) before income taxes	(2,292		)	(58		)	(2,350		)
Income tax provision	(310		)	(22		)	(332		)
Net income (loss)	(1,982		)	(36		)	(2,018		)
Net income attributable to the noncontrolling interests	(282		)	—			(282		)
Net income (loss) attributable to The Andersons, Inc.	$	(1,700	)	$	(36	)	$	(1,736	)



(in thousands)	Fair Value as of March 31, 2017		Valuation Method	Unobservable Input	Weighted Average
Convertible preferred securities (a)	$	3,294	Cost Basis, Plus Interest	N/A	N/A



		Three months ended March 31,
(in thousands)	% Ownership at March 31, 2018	2018			2017
The Andersons Albion Ethanol LLC	55%	$	1,121		$	(277	)
The Andersons Clymers Ethanol LLC	39%	509			207
The Andersons Marathon Ethanol LLC	33%	(44		)	(463		)
Lansing Trade Group, LLC	33% (a)	2,584			(711		)
Thompsons Limited (b)	50%	(669		)	(595		)
Other	5% - 50%	72			(39		)
Total		$	3,573		$	(1,878	)