UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the fiscal year ended December 31, 2023
| ☐ | 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
A.Full title of the plan and the address of the plan, if different from that of the issuer named below:
The Andersons, Inc. Retirement Savings Investment Plan
B.Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
The Andersons, Inc.
1947 Briarfield Boulevard
Maumee, Ohio 43537
The Andersons, Inc. Retirement Savings Investment Plan
Financial Statements and
Supplemental Schedule
As of December 31, 2023 and 2022, and
for the Year Ended December 31, 2023
| Table of Contents | |||||
| Page Number | |||||
| Financial Statements: | |||||
| Supplemental Schedule: | |||||
| Exhibits: | |||||
Report of Independent Registered Public Accounting Firm
To the Retirement Benefits Committee, Plan Administrator, and Plan Participants of
The Andersons, Inc. Retirement Savings Investment Plan:
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of The Andersons, Inc. Retirement Savings Investment Plan (the “Plan”) as of December 31, 2023 and 2022, the related statement of changes in net assets available for benefits for the year ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2023 and 2022, and the changes in net assets available for benefits for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2023, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ LBMC PC
We have served as the Plan’s auditor since 2020.
Brentwood, Tennessee
May 29, 2024
1
Statements of Net Assets Available for Benefits
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Assets | |||||||||||
| Investments, at fair value | $ | 331,860,751 | $ | 275,939,126 | |||||||
| Receivables: | |||||||||||
| Notes receivable from participants | 4,244,489 | 3,847,927 | |||||||||
| Employer supplemental contribution | 9,089,596 | 8,713,938 | |||||||||
| Total receivables | 13,334,085 | 12,561,865 | |||||||||
| Net assets available for benefits | $ | 345,194,836 | $ | 288,500,991 | |||||||
See Notes to Financial Statements.
Statement of Changes in Net Assets Available for Benefits
| Year Ended December 31, 2023 | |||||
| Additions | |||||
| Contributions: | |||||
| Participants | $ | 14,254,427 | |||
| Employer | 16,589,406 | ||||
| Rollovers | 2,475,795 | ||||
| Total contributions | 33,319,628 | ||||
| Investment income: | |||||
| Interest and dividends | 8,483,106 | ||||
| Net appreciation in fair value of investments | 50,837,082 | ||||
| Total investment income | 59,320,188 | ||||
| Interest income on notes receivable from participants | 241,376 | ||||
| Total additions | 92,881,192 | ||||
| Deductions | |||||
| Benefit payments to active and terminated participants | 35,901,708 | ||||
| Administrative fees | 285,639 | ||||
| Total deductions | 36,187,347 | ||||
| Net increase in net assets available for benefits | 56,693,845 | ||||
Net assets available for benefits | |||||
| Beginning of year | 288,500,991 | ||||
| End of year | $ | 345,194,836 | |||
See Notes to Financial Statements.
2
The Andersons, Inc. Retirement Savings Investment Plan
Notes to Financial Statements
Note 1 – Description of Plan and Accounting Policies
Plan Description
The Andersons, Inc. Retirement Savings Investment Plan (the “Plan”), a defined contribution retirement plan, is sponsored by The Andersons, Inc. (the "Plan Sponsor," "Employer" or the "Company"). The Plan year is January 1 through December 31. The Plan is administered by the Retirement Benefits Committee ("Plan Administrator") as established by the Plan Sponsor and subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). Plan assets are maintained by Fidelity Management Trust Company (the "Trustee" and "Recordkeeper"). The following description of the Plan is provided for general information. Plan participants should refer to the Plan document for more complete information.
Accounting Principles
The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Eligibility
The Plan is a defined contribution plan that covers substantially all employees of The Andersons, Inc. who meet the minimum age 18 requirement. Full-time employees are eligible to begin deferring money into the Plan as soon as administratively practicable following their date of hire. Part-time employees are eligible to begin deferring money into the Plan upon meeting the 1,000 hours and 12-month service requirement. Employer matching contributions begin once the employee enters the Plan. The Plan provides for retirement, disability and death benefits for participants who meet certain eligibility requirements.
Contributions
Participant Contributions
Employee contributions may be made by salary reduction up to 75% of annual compensation (in 1% increments) subject to the maximum annual contribution allowed by the Internal Revenue Code (the "IRC"). Participants are automatically enrolled in the Plan with an effective pretax deferral of 5% of compensation unless a participant affirmatively elects out of the automatic deferral feature or elects a different deferral rate. The Plan also provides participants the option to choose Roth deferrals and the option to allocate their contributions into a self-directed brokerage account. The Plan may accept rollover contributions from certain Individual Retirement Accounts or from other qualified defined benefit or contribution plans of the Company or former employers of the participant.
Employer Contributions
The Plan provides for a required minimum Employer matching contribution of 100% of the first 3% of a participant’s deferred compensation plus 50% of the next 2% of a participant’s deferred compensation, subject to limitations in the IRC.
The performance contribution is an annual supplemental contribution made at the discretion of the Employer. All employees who are eligible to participate in the Plan, accumulate 1,000 hours during the plan year, and are active at the Plan’s year-end are eligible to receive a performance contribution. The Company determines how much to contribute to each participant based on the Company’s performance, with the measure of performance being pretax income. The performance contribution ranges from 0% to 5% of eligible compensation depending on the actual level of Company performance. A minimum of 20% of budgeted pretax income must be achieved before a minimum performance contribution of 1% will be made. Employer supplemental performance contributions were $9,089,596 for the year ended December 31, 2023.
3
Participant Accounts
Each participant’s account is credited with their contributions, Employer matching contributions, Employer supplemental contributions and an allocation of investment earnings (losses). Allocations are based on the participant’s selected allocation percentages. Investment income is allocated to participant accounts by investment fund balance on a daily basis. This allocation is based upon the ratio of each participant’s weighted average fund balance to the total fund balance of all participants. The benefit to which a participant is entitled is provided from the participant’s vested account balance. No assets of any participant account may be used for the benefit of any other account or participant. All amounts in participant accounts are participant-directed. Participants may invest in various instruments including the Company's common stock, mutual funds and self-directed brokerage accounts.
Payment of Benefits
Participants are eligible for a distribution of Plan benefits upon termination of service, whether by disability, retirement, death or leaving the Company. In the event of financial hardship (as defined in the Plan document), participants may withdraw amounts from the employee contribution portion of their Plan accounts while they are still employed. Upon termination of service, a participant or applicable beneficiary may elect to have benefits paid as a single lump-sum distribution, monthly installments or may request that the Plan make a direct rollover distribution to another eligible retirement plan. Benefits are recorded when paid.
Investment Valuation and Income Recognition
Investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair values of the Plan’s investments in mutual funds and self-directed brokerage accounts are based on net asset values on the last business day of the Plan year. The fair value of the Plan’s investments in the Company's common stock is based on the NASDAQ closing market price on the last business day of the Plan year. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. Net depreciation includes the Plan’s realized gains and losses on investments sold during the Plan year as well as unrealized gains and losses on investments held at the end of the Plan year.
Vesting
Participants are immediately 100% vested in the participant contributions, Employer matching contributions, rollover contributions and any income or loss thereon. Performance contributions vest 20% per year of service. Participants with over five years of service are fully vested in all performance contributions along with those who meet the normal retirement age of 65 or in the event of disability or death. A year of service is defined as being credited with at least 1,000 hours of service to the Company during a Plan year. The Plan includes employees of acquired entities or businesses and recognizes each individual's service for vesting purposes if such service at the acquired entity had been rendered at the Company.
Forfeitures
Forfeitures of non-vested performance contributions are used to reduce future Employer contributions. The Plan used forfeitures of $254,854 to reduce Employer contributions in 2023. The forfeiture balance included in Investments, at fair value on the Statements of Net Assets Available for Benefits that was available to apply to future Employer contributions was $320,280 and $268,857 as of December 31, 2023 and 2022, respectively.
Administrative Expenses
Plan administrative expenses are paid by the Company to the extent not paid or offset by the Plan. Participants are responsible for fees associated with certain transactions or services they utilize, such as loan originations and maintenance, in-service withdrawals and professional management service fees.
4
Notes Receivable from Participants
Participants may borrow up to 50% of their vested account balances. The minimum loan amount is $1,000 and the maximum is $50,000. Each participant may only have one loan outstanding, and each loan bears interest at a fixed rate equal to the prime rate at the end of the quarter previous to initiation of the loan plus one percent. Loans must provide for at least quarterly repayments utilizing a level amortization schedule. Loan terms will not exceed five years unless the loan qualifies as a home loan in which the term will be established by the Plan Administrator at the time of the loan. Participant loans are measured at their unpaid principal balance plus any accrued interest.
Plan Termination
Although it has not expressed any intent to do so, the Plan Sponsor has the right to terminate the Plan and the trust at any time. In the event of termination of the Plan, participants become fully vested in their individual accounts and all account balances will be distributed in the form and manner determined by the Plan Administrator.
Risks and Uncertainties
The Plan utilizes various investment instruments, including common stock and mutual funds. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.
Estimates and Assumptions
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein. Actual results and outcomes may differ from management’s estimates and assumptions. The Plan has no contingent assets or liabilities for any periods presented in these financial statements.
Subsequent Events
No subsequent events were identified through May 29, 2024.
5
Note 2 - Financial Instruments
The Plan accounts for investments at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. The Plan categorizes each of its fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:
•Level 1—inputs are based upon unadjusted quoted prices for identical instruments in active markets. The Plan’s Level 1 investments primarily include common stock, mutual funds, The Andersons, Inc. Common Stock, and money market funds.
•Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, and forward and spot prices for currencies and commodities.
•Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. As of December 31, 2023 and 2022, the Plan did not hold any financial instruments categorized as Level 3.
Mutual funds are valued at the closing price as reported by the fund. Common stocks are valued at the closing price reported on the active markets on which the individual securities are traded. Self-directed brokerage account holdings include a variety of common stocks and mutual funds.
Investments in Common and Collective Trusts (CCT) are valued at the net asset value (NAV) of units of a bank collective trust. NAV is readily determinable fair value and is the basis for current transactions. Participant transactions (purchases and sales) may occur daily. Were the Plan to initiate a full redemption of a CCT, the investment advisor reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations will be carried out in an orderly business manner.
Disclosures concerning assets measured at fair value are presented below. The Plan has no liabilities measured at fair value.
December 31, 2023 | |||||||||||||||||
| Level 1 | Level 2 | Total | |||||||||||||||
| Mutual funds | $ | 302,427,954 | $ | — | $ | 302,427,954 | |||||||||||
| Common and collective trusts | — | 14,049,096 | 14,049,096 | ||||||||||||||
| Common stock of The Andersons, Inc. | 9,090,449 | — | 9,090,449 | ||||||||||||||
| Self-directed brokerage accounts | 6,293,252 | — | 6,293,252 | ||||||||||||||
| Total investments, at fair value | $ | 317,811,655 | $ | 14,049,096 | $ | 331,860,751 | |||||||||||
December 31, 2022 | |||||||||||||||||
| Level 1 | Level 2 | Total | |||||||||||||||
| Mutual funds | $ | 248,236,090 | $ | — | $ | 248,236,090 | |||||||||||
| Common and collective trusts | — | 15,942,470 | 15,942,470 | ||||||||||||||
| Common stock of The Andersons, Inc. | 6,637,120 | — | 6,637,120 | ||||||||||||||
| Self-directed brokerage accounts | 5,123,446 | — | 5,123,446 | ||||||||||||||
| Total investments, at fair value | $ | 259,996,656 | $ | 15,942,470 | $ | 275,939,126 | |||||||||||
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while Plan management believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. There were no transfers between fair value levels for the year ended December 31, 2023.
6
Note 3 - Related Party and Party-In-Interest Transactions
Fees paid by the Plan for administrative and advisory services provided by Fidelity Investments Institutional Operations Company, Inc., an affiliate of the Trustee, and Strategic Advisors, Inc. amounted to $285,639 for the year ended December 31, 2023 and qualify as party-in-interest transactions under ERISA. Certain employees of the Company provide administrative services for the Plan and are not reimbursed for their services from the Plan. Substantially all other administrative and legal expenses are paid by the Company on behalf of the Plan.
Transactions in the Plan Sponsor's common stock qualify as exempt party-in-interest transactions. As of December 31, 2023 and 2022, the Plan held 157,935 shares of The Andersons, Inc. Common Stock valued at $9,090,449 and 189,634 shares valued at $6,637,120, respectively. During the year ended December 31, 2023, the Plan recorded The Andersons, Inc. Common Stock dividend income of $133,036.
Note 4 - Income Tax Status
The Internal Revenue Service has reviewed the Plan document and informed the Plan Sponsor by a letter dated June 30, 2020, that the non-standardized pre-approved defined contribution plan adopted by the Plan Sponsor and related trust are designed in accordance with applicable sections of the IRC. Although the Plan has been amended since receiving the opinion letter, the Plan Administrator and the Plan’s tax counsel believe that the Plan is designed, and is currently being operated, in compliance with the applicable requirements of the IRC. Therefore, the Company believes that the Plan is qualified, and the related trust is tax-exempt.
GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
Note 5 - Reconciliation of Financial Statements to Form 5500
The Form 5500 includes notes receivable from participants as investments.
A reconciliation of net assets available for benefits as follows:
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Net assets available for benefits per the financial statements: | $ | 345,194,836 | $ | 288,500,991 | |||||||
| Differences in: | |||||||||||
| Participant loans deemed as benefit payments per Form 5500 | (56,932) | (48,872) | |||||||||
| Net assets available for benefits per Form 5500 | $ | 345,137,904 | $ | 288,452,119 | |||||||
A reconciliation of change in net assets available for benefits as follows:
| Year Ended December 31, 2023 | |||||
| Change in net assets available for benefits per the financial statements: | $ | 56,693,845 | |||
| Less: Participant loans deemed as benefit payments per Form 5500 | (56,932) | ||||
| Add: Participant loans deemed as benefit payments per prior year Form 5500 | 48,872 | ||||
| Changes in net assets available for benefits per Form 5500 | $ | 56,685,785 | |||
7
The Andersons, Inc. Retirement Savings Investment Plan
EIN 34-1562374, Plan No. 003
EIN 34-1562374, Plan No. 003
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
As of December 31, 2023
(a) | (b) | (c) | (d) | (e) | ||||||||||||||||||||||
Identity of Issue, Borrower, Lessor, or Similar Party | Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value | Cost * | Current Value | |||||||||||||||||||||||
** | Fidelity 500 Index Fund | Registered Investment Company | $ | 54,797,774 | ||||||||||||||||||||||
** | Fidelity Low-Priced Stock Fund - Class K6 | Registered Investment Company | 11,165,035 | |||||||||||||||||||||||
** | Fidelity Extended Market Index Fund | Registered Investment Company | 660,288 | |||||||||||||||||||||||
** | Fidelity Blue Chip Growth Fund - Class K6 | Registered Investment Company | 33,128,923 | |||||||||||||||||||||||
** | Fidelity Freedom Income Fund - Class K | Registered Investment Company | 556,034 | |||||||||||||||||||||||
** | Fidelity International Index Fund | Registered Investment Company | 10,521,636 | |||||||||||||||||||||||
** | Fidelity Money Market Government Portfolio | Registered Investment Company | 328,801 | |||||||||||||||||||||||
** | Fidelity Freedom Blend 2005 Fund - Class K6 | Registered Investment Company | 192,092 | |||||||||||||||||||||||
** | Fidelity Freedom Blend 2010 Fund - Class K6 | Registered Investment Company | 2,529,939 | |||||||||||||||||||||||
** | Fidelity Freedom Blend 2015 Fund - Class K6 | Registered Investment Company | 1,832,744 | |||||||||||||||||||||||
** | Fidelity Freedom Blend 2020 Fund - Class K6 | Registered Investment Company | 6,848,504 | |||||||||||||||||||||||
** | Fidelity Freedom Blend 2025 Fund - Class K6 | Registered Investment Company | 14,947,131 | |||||||||||||||||||||||
** | Fidelity Freedom Blend 2030 Fund - Class K6 | Registered Investment Company | 17,900,319 | |||||||||||||||||||||||
** | Fidelity Freedom Blend 2035 Fund - Class K6 | Registered Investment Company | 14,076,803 | |||||||||||||||||||||||
** | Fidelity Freedom Blend 2040 Fund - Class K6 | Registered Investment Company | 13,456,100 | |||||||||||||||||||||||
** | Fidelity Freedom Blend 2045 Fund - Class K6 | Registered Investment Company | 15,544,557 | |||||||||||||||||||||||
** | Fidelity Freedom Blend 2050 Fund - Class K6 | Registered Investment Company | 16,659,980 | |||||||||||||||||||||||
** | Fidelity Freedom Blend 2055 Fund - Class K6 | Registered Investment Company | 11,254,652 | |||||||||||||||||||||||
** | Fidelity Freedom Blend 2060 Fund - Class K6 | Registered Investment Company | 5,913,062 | |||||||||||||||||||||||
** | Fidelity Freedom Blend 2065 Fund - Class K6 | Registered Investment Company | 1,749,632 | |||||||||||||||||||||||
Vanguard Retirement Savings Trust IV | Registered Investment Company | 14,049,096 | ||||||||||||||||||||||||
Ninety One Emerging Markets Equity Fund | Registered Investment Company | 3,201,219 | ||||||||||||||||||||||||
Metropolitan West Total Return Bond Fund - Class I | Registered Investment Company | 17,439,150 | ||||||||||||||||||||||||
American Funds EuroPacific Growth Fund - Class R6 | Registered Investment Company | 6,342,571 | ||||||||||||||||||||||||
Janus Henderson Enterprise Fund - Class N | Registered Investment Company | 18,906,505 | ||||||||||||||||||||||||
Dodge & Cox Stock Fund | Registered Investment Company | 19,101,899 | ||||||||||||||||||||||||
American Beacon Small Cap Value Fund | Registered Investment Company | 3,372,604 | ||||||||||||||||||||||||
** | The Andersons, Inc. Common Stock | 157,935 shares of Common Stock | 9,090,449 | |||||||||||||||||||||||
** | Self-Directed Brokerage Accounts | — | 6,293,252 | |||||||||||||||||||||||
Investments held by the Trustee | 331,860,751 | |||||||||||||||||||||||||
** | Participant Loans | maturing through 2037 with interest rates ranging from 4.25% to 9.5% | 4,244,489 | |||||||||||||||||||||||
Total | $ | 336,105,240 | ||||||||||||||||||||||||
* Information not presented because investments are participant-directed
** Represents party-in-interest
See accompanying Report of Independent Registered Public Accounting Firm.
8
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| The Andersons, Inc. Retirement Savings Investment Plan | |||||
Date: May 29, 2024 | /s/ Brian K. Walz | ||||
| Brian K. Walz | |||||
| Vice President, Treasurer | |||||