ANDERSONS, INC.
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended
06/30/2025
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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)
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| (State of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
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| (Address of principal executive offices) | (Zip Code) | ||||||||||
(
419
)
893-5050
(Telephone Number)
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class: | Trading Symbol | Name of each exchange on which registered: | ||||||||||||
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
ý
No
¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (
§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
ý
No
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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ý | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☐ | Smaller reporting company |
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| Emerging growth company |
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| 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
34,210,458
common shares outstanding at July 25, 2025.
THE ANDERSONS, INC.
INDEX
| Page No. | |||||
| PART I. FINANCIAL INFORMATION | |||||
| PART II. OTHER INFORMATION | |||||
Part I. Financial Information
Item 1. Financial Statements
The Andersons, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share data)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Sales and merchandising revenues | $ |
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$ |
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$ |
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$ |
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| Cost of sales and merchandising revenues |
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| Gross profit |
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| Operating, administrative and general expenses |
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| Interest expense, net |
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Other income, net
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Income before income taxes
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Income tax provision
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Net income
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Net income attributable to noncontrolling interests
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Net income attributable to The Andersons, Inc.
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$ |
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$ |
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$ |
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$ |
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| Average number of shares outstanding - basic |
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| Average number of share outstanding - diluted |
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Earnings per share attributable to The Andersons, Inc. common shareholders:
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Basic earnings per share attributable to The Andersons, Inc. common shareholders
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$ |
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$ |
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$ |
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$ |
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Diluted earnings per share attributable to The Andersons, Inc. common shareholders
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$ |
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$ |
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$ |
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$ |
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See Notes to Condensed Consolidated Financial Statements
The Andersons, Inc. | Q2 2025 Form 10-Q | 1
The Andersons, Inc.
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
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Net income
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss), net of tax:
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|||||||||||||||||||||||
| Change in unrecognized actuarial loss and prior service cost |
(
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(
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(
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(
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| Foreign currency translation adjustments |
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(
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(
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| Cash flow hedge activity |
(
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(
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(
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Other comprehensive income (loss)
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(
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(
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Comprehensive income
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Net income attributable to noncontrolling interest
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| Cash flow hedge activity attributable to noncontrolling interest |
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Comprehensive income attributable to the noncontrolling interests
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Comprehensive income attributable to The Andersons, Inc.
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$ |
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$ |
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$ |
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$ |
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See Notes to Condensed Consolidated Financial Statements
The Andersons, Inc. | Q2 2025 Form 10-Q | 2
The Andersons, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
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(In thousands)
|
June 30,
2025 |
December 31,
2024 |
June 30,
2024 |
||||||||||||||
| Assets | |||||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and cash equivalents | $ |
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$ |
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$ |
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| Accounts receivable, net |
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| Inventories |
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| Commodity derivative assets – current |
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| Other current assets |
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| Total current assets |
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| Property, plant and equipment, net |
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| Other assets, net |
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| Total assets | $ |
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$ |
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$ |
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| Liabilities and equity | |||||||||||||||||
| Current liabilities: | |||||||||||||||||
| Short-term debt | $ |
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$ |
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$ |
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| Trade and other payables |
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| Customer prepayments and deferred revenue |
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| Commodity derivative liabilities – current |
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| Current maturities of long-term debt |
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| Accrued expenses and other current liabilities |
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| Total current liabilities |
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| Long-term debt, less current maturities |
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| Other long-term liabilities |
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| Total liabilities |
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| Shareholders’ equity: | |||||||||||||||||
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Common shares, without par value (
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Preferred shares, without par value (
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| Additional paid-in-capital |
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Treasury shares, at cost (
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(
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(
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Accumulated other comprehensive income
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| Retained earnings |
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| Total shareholders’ equity of The Andersons, Inc. |
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| Noncontrolling interests |
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| Total equity |
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| Total liabilities and equity | $ |
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$ |
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$ |
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See Notes to Condensed Consolidated Financial Statements
The Andersons, Inc. | Q2 2025 Form 10-Q | 3
The Andersons, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
| Six months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating Activities | |||||||||||
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Net income
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$ |
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$ |
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Adjustments to reconcile net income to cash (used in) provided by operating activities:
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| Depreciation and amortization |
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| Other |
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| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable |
(
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| Inventories |
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| Commodity derivatives |
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| Other current and non-current assets |
(
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(
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| Payables and other current and non-current liabilities |
(
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(
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Net cash (used in) provided by operating activities
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(
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| Investing Activities | |||||||||||
| Purchases of property, plant and equipment and capitalized software |
(
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(
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| Insurance proceeds |
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| Other |
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(
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Net cash used in investing activities
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(
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(
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| Financing Activities | |||||||||||
| Net payments under short-term lines of credit |
(
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(
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| Proceeds from issuance of long-term debt |
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| Payments of long-term debt |
(
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(
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| Dividends paid |
(
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(
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| Value of shares withheld for taxes |
(
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(
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| Distributions to noncontrolling interest owner |
(
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(
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| Other |
(
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Net cash used in financing activities
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(
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(
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| Effect of exchange rates on cash and cash equivalents |
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(
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Decrease in cash and cash equivalents
|
(
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(
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| Cash and cash equivalents at beginning of period |
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| Cash and cash equivalents at end of period | $ |
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$ |
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See Notes to Condensed Consolidated Financial Statements
The Andersons, Inc. | Q2 2025 Form 10-Q | 4
The Andersons, Inc.
Condensed Consolidated Statements of Equity (Unaudited)
(In thousands, except per share data)
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||
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Common
Shares |
Additional
Paid-in Capital |
Treasury
Shares |
Accumulated
Other
Comprehensive Income
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Retained
Earnings |
Noncontrolling
Interests |
Total | |||||||||||||||||||||||||||||||||||
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Balance at March 31, 2024
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$ |
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$ |
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$ |
(
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$ |
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$ |
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$ |
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$ |
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Net income
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Other comprehensive income
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Amounts reclassified from accumulated other comprehensive income
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(
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(
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| Distributions to noncontrolling interests |
(
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(
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Stock awards issued to employees and directors, net of income tax of $
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Dividends declared ($
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(
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(
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| Restricted share award dividend equivalents |
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Balance at June 30, 2024
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$ |
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$ |
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$ |
(
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$ |
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$ |
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$ |
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$ |
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Balance at March 31, 2025
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income
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Other comprehensive income
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Amounts reclassified from accumulated other comprehensive income
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(
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(
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| Distributions to noncontrolling interests |
(
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(
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Stock awards issued to employees and directors, net of income tax of $
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Dividends declared ($
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(
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(
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| Restricted share award dividend equivalents |
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(
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(
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||||||||||||||||||||||||||||||||||||||
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Balance at June 30, 2025
|
$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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The Andersons, Inc. | Q2 2025 Form 10-Q | 5
| Six Months Ended | |||||||||||||||||||||||||||||||||||||||||
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Common
Shares |
Additional
Paid-in Capital |
Treasury
Shares |
Accumulated
Other
Comprehensive Income
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Retained
Earnings |
Noncontrolling
Interests |
Total | |||||||||||||||||||||||||||||||||||
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Balance at December 31, 2023
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$ |
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$ |
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$ |
(
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$ |
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$ |
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$ |
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$ |
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Net income
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Other comprehensive income
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Amounts reclassified from Accumulated other comprehensive income
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(
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(
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| Distributions to noncontrolling interests |
(
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(
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Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $
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(
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Dividends declared ($
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(
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(
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| Restricted share award dividend equivalents |
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(
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Balance at June 30, 2024
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$ |
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$ |
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$ |
(
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$ |
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$ |
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$ |
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$ |
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Balance at December 31, 2024
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$ |
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$ |
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$ |
(
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$ |
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$ |
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$ |
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$ |
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Net income
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Other comprehensive income
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Amounts reclassified from Accumulated other comprehensive income
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(
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(
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| Distributions to noncontrolling interests |
(
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(
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Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $
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(
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Purchase of treasury shares (
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(
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(
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Dividends declared ($
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(
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(
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| Restricted share award dividend equivalents |
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(
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|||||||||||||||||||||||||||||||||||||
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Balance at June 30, 2025
|
$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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See Notes to Condensed Consolidated Financial Statements
The Andersons, Inc. | Q2 2025 Form 10-Q | 6
The Andersons, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1.
Basis of Presentation and Recently Issued Accounting Standards
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, 2025. An unaudited Condensed Consolidated Balance Sheet as of June 30, 2024, has been included as the Company operates in several seasonal industries.
Effective January 1, 2025, the Company realigned its organizational structure to reflect updates in management reporting resulting in a change in reportable segments. As a result, the former Trade segment was combined with the former Nutrient & Industrial segment in the newly formed Agribusiness segment along with several smaller business lines being moved between the Agribusiness and Renewables segments. All prior period segment information has been recast to conform to the current year presentation.
The Condensed Consolidated Balance Sheet data at December 31, 2024, was derived from the audited Consolidated Financial Statements but does not include all disclosures required by GAAP. 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, 2024 (the “2024 Form 10-K”).
Variable Interest Entities ("VIEs")
The following table summarizes the carrying amounts of the assets and liabilities of VIEs in which the Company is the primary beneficiary and are included in the Company's Condensed Consolidated Balance Sheets. All amounts exclude intercompany balances, which have been eliminated upon consolidation.
|
(In thousands)
|
June 30,
2025 |
December 31,
2024 |
June 30,
2024 |
||||||||||||||
| Assets | |||||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and cash equivalents | $ |
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$ |
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$ |
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| Accounts receivable, net |
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| Inventories |
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| Other current assets |
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| Total current assets |
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| Property, plant and equipment, net |
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| Other assets, net |
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| Total assets | $ |
|
$ |
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$ |
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| Liabilities | |||||||||||||||||
| Current liabilities | $ |
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$ |
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$ |
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| Long-term liabilities |
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| Total liabilities | $ |
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$ |
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$ |
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The Andersons, Inc. | Q2 2025 Form 10-Q | 7
Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning with the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. Management does not expect the adoption of this guidance to have a material impact on the Consolidated Financial Statements.
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40), which requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. The adoption of the amended guidance will result in expanded disclosures in the Company’s footnotes but is not expected to have an impact on the Company's Consolidated Financial Statements.
2.
Inventories
Major classes of inventories are presented below. Readily Marketable Inventories ("RMI") are agricultural commodity inventories such as corn, soybeans, wheat, and ethanol co-products, among others, carried at net realizable value which approximates fair value based on their commodity characteristics, widely available market information, and pricing mechanisms. The net realizable value of RMI is calculated as the fair value (spot price of the commodity in an exchange), less cost of disposal and transportation based on the local market. All other inventories are held at lower of cost or net realizable value.
| (in thousands) |
June 30,
2025 |
December 31,
2024 |
June 30,
2024 |
||||||||||||||
| Grain and other agricultural products (a) | $ |
|
$ |
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$ |
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| Energy inventories (a) |
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| Ethanol and co-products (a) |
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| Nutrients and cob products |
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| Total inventories | $ |
|
$ |
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$ |
|
|||||||||||
(a) Includes RMI of $
496.6
million, $
944.5
million, and $
455.8
million at June 30, 2025, December 31, 2024, and June 30, 2024, respectively.
The Andersons, Inc. | Q2 2025 Form 10-Q | 8
3.
Derivatives
The Company’s operating results are affected by changes to commodity prices. The Company has established “unhedged” futures position limits (the amount of a commodity, either owned or contracted for, that does not have an offsetting derivative contract). To reduce the exposure to market price risk on commodities owned and forward purchase and sale contracts, the Company enters into exchange traded commodity futures and options contracts and over-the-counter forward and option contracts with various counterparties. These contracts are primarily traded via regulated commodity exchanges. The Company’s forward purchase and sales contracts are for physical delivery of the commodity in a future period. Contracts to purchase commodities from producers generally relate to the current or future crop years for delivery periods quoted by regulated commodity exchanges. Most contracts for the sale of commodities to processors or other commercial consumers generally do not extend beyond
one year
.
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 commodity 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 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 Condensed Consolidated Balance Sheets in Commodity derivative assets (liabilities) - current or if long-term in nature, Other assets, net or Other long-term liabilities:
| (in thousands) | June 30, 2025 | December 31, 2024 | June 30, 2024 | ||||||||||||||
|
Cash collateral paid (received)
|
$ |
|
$ |
|
$ |
(
|
|||||||||||
| Fair value of derivatives |
|
|
|
||||||||||||||
|
Net derivative asset position
|
$ |
|
$ |
|
$ |
|
|||||||||||
The Andersons, Inc. | Q2 2025 Form 10-Q | 9
The following table presents, on a gross basis, current and non-current commodity derivative assets and liabilities:
| June 30, 2025 | |||||||||||||||||||||||||||||
| (in thousands) | Commodity Derivative Assets - Current | Commodity Derivative Assets - Noncurrent | Commodity Derivative Liabilities - Current | Commodity Derivative Liabilities - Noncurrent | Total | ||||||||||||||||||||||||
| Commodity derivative assets | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||
| Commodity derivative liabilities |
(
|
(
|
(
|
(
|
(
|
||||||||||||||||||||||||
|
Cash collateral paid
|
|
|
|
|
|
||||||||||||||||||||||||
| Balance sheet line item totals | $ |
|
$ |
|
$ |
(
|
$ |
(
|
$ |
|
|||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||||||||
| (in thousands) | Commodity Derivative Assets - Current | Commodity Derivative Assets - Noncurrent | Commodity Derivative Liabilities - Current | Commodity Derivative Liabilities - Noncurrent | Total | ||||||||||||||||||||||||
| Commodity derivative assets | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||
| Commodity derivative liabilities |
(
|
(
|
(
|
(
|
(
|
||||||||||||||||||||||||
|
Cash collateral paid
|
|
|
|
|
|
||||||||||||||||||||||||
| Balance sheet line item totals | $ |
|
$ |
|
$ |
(
|
$ |
(
|
$ |
|
|||||||||||||||||||
| June 30, 2024 | |||||||||||||||||||||||||||||
| (in thousands) | Commodity Derivative Assets - Current | Commodity Derivative Assets - Noncurrent | Commodity Derivative Liabilities - Current | Commodity Derivative Liabilities - Noncurrent | Total | ||||||||||||||||||||||||
| Commodity derivative assets | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||
| Commodity derivative liabilities |
(
|
(
|
(
|
(
|
(
|
||||||||||||||||||||||||
|
Cash collateral received
|
(
|
|
|
|
(
|
||||||||||||||||||||||||
| Balance sheet line item totals | $ |
|
$ |
|
$ |
(
|
$ |
(
|
$ |
|
|||||||||||||||||||
The net pretax gains and losses on commodity derivatives not designated as hedging instruments included in the Company’s Condensed Consolidated Statements of Operations and the line items in which they are located are as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
|
(Losses) gains on commodity derivatives included in Cost of sales and merchandising revenues
|
$ |
(
|
$ |
(
|
$ |
|
$ |
|
|||||||||||||||
The Andersons, Inc. | Q2 2025 Form 10-Q | 10
The Company's volumes of commodity derivative contracts outstanding (on a gross basis) are as follows:
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |||||||||||||||||||||||||||||||||
| (in thousands) | Non-exchange Traded | Exchange Traded | Non-exchange Traded | Exchange Traded | Non-exchange Traded | Exchange Traded | |||||||||||||||||||||||||||||
| Metric Tons: | |||||||||||||||||||||||||||||||||||
| Corn |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Soybeans |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Wheat |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Oats |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Other |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Total metric tons |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Gallons: | |||||||||||||||||||||||||||||||||||
| Ethanol |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Propane |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Other |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Total gallons |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Interest Rate Derivatives
The Company’s objectives for 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 or payment of variable amounts with 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 designated as hedging instruments are recorded in Other comprehensive income and subsequently reclassified into Interest expense, net 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, net as interest payments are made on the Company’s variable-rate debt. In the case where interest rate derivatives are settled prior to maturity, the gain or loss is recorded in Other income, net within the Condensed Consolidated Statements of Operations.
The Company had recorded the following amounts for the fair value of the interest rate derivatives:
| (in thousands) | June 30, 2025 | December 31, 2024 | June 30, 2024 | ||||||||||||||
| Derivatives designated as hedging instruments | |||||||||||||||||
| Interest rate contracts included in Other current assets | $ |
|
$ |
|
$ |
|
|||||||||||
| Interest rate contracts included in Other assets |
|
|
|
||||||||||||||
| Interest rate contracts included in Other long-term liabilities |
(
|
(
|
|
||||||||||||||
The recording of gains and losses on the interest rate derivatives and the financial statement line in which they are located are as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Derivatives designated as hedging instruments | |||||||||||||||||||||||
|
Interest rate derivative (losses) gains included in Other comprehensive income
|
$ |
(
|
$ |
(
|
$ |
(
|
$ |
|
|||||||||||||||
|
Interest rate derivative gains included in Interest expense, net
|
|
|
|
|
|||||||||||||||||||
|
Interest rate derivative gains included in Other income, net
|
|
|
|
|
|||||||||||||||||||
The Andersons, Inc. | Q2 2025 Form 10-Q | 11
Outstanding interest rate derivatives, as of June 30, 2025, are as follows:
| Interest Rate Hedging Instrument | Year Entered | Year of Maturity |
Notional Amount
(in millions) |
Description |
Interest Rate
|
|||||||||||||||||||||||||||
| Swap | 2019 | 2025 | $ |
|
Interest rate component of debt - accounted for as a hedge |
|
||||||||||||||||||||||||||
| Swap | 2019 | 2025 | $ |
|
Interest rate component of debt - accounted for as a hedge |
|
||||||||||||||||||||||||||
| Swap | 2019 | 2025 | $ |
|
Interest rate component of debt - accounted for as a hedge |
|
||||||||||||||||||||||||||
| Swap | 2020 | 2030 | $ |
|
Interest rate component of debt - accounted for as a hedge |
|
||||||||||||||||||||||||||
| Swap | 2020 | 2030 | $ |
|
Interest rate component of debt - accounted for as a hedge |
|
||||||||||||||||||||||||||
| Swap | 2022 | 2028 | $ |
|
Interest rate component of debt - accounted for as a hedge |
|
||||||||||||||||||||||||||
| Swap | 2022 | 2029 | $ |
|
Interest rate component of debt - accounted for as a hedge |
|
||||||||||||||||||||||||||
| Swap | 2022 | 2029 | $ |
|
Interest rate component of debt - accounted for as a hedge |
|
||||||||||||||||||||||||||
| Swap | 2023 | 2031 | $ |
|
Interest rate component of debt - accounted for as a hedge |
|
||||||||||||||||||||||||||
| Swap | 2024 | 2029 | $ |
|
Interest rate component of debt - accounted for as a hedge |
|
||||||||||||||||||||||||||
| Swap | 2025 | 2026 | $ |
|
Interest rate component of debt - accounted for as a hedge |
|
||||||||||||||||||||||||||
4.
Revenue
A majority of the Company’s Sales and merchandising revenues are generated from contracts that are outside the scope of ASC 606,
Revenue from Contracts with Customers
. Approximately,
85
% of the Company's sales contracts are derivatives within the scope of ASC 815,
Derivatives and Hedging,
with the remaining
15
% accounted for under ASC 606. Of the Sales and merchandising revenues within the scope of ASC 606, substantially all of the activity occurs at a point in time with the vast majority residing in the Agribusiness segment.
Therefore, a further disaggregation of ASC 606 Sales and merchandising revenues and detail of outstanding contract balances within the Agribusiness segment have been provided below:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Specialty and primary nutrients | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Premium ingredients |
|
|
|
|
|||||||||||||||||||
| Propane and fuels |
|
|
|
|
|||||||||||||||||||
| Other |
|
|
|
|
|||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
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 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: 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 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.
Premium Ingredients
The Company's premium ingredient products are mainly comprised of pulses, organics and pet food ingredients. Contracts for premium ingredients 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 for premium ingredients generally range from 30 - 120 days.
The Andersons, Inc. | Q2 2025 Form 10-Q | 12
Propane and Fuels
Revenue is recognized at a point in time when obligations under the terms of a contract with the customer are satisfied. This occurs with the transfer of control to customers when products are shipped for direct sales to customers or when the product is picked up by a customer. Contracts contain one performance obligation which is the delivery to the customer at a point in time. Revenue is measured as the amount of consideration received in exchange for transferring products. The Company recognizes the cost for shipping as an expense in Cost of sales and merchandising revenues when control over the product has transferred to the customer. Payment terms generally range from 0 - 30 days.
Contract Balances
The balances of the Company's contract liabilities were $
14.7
million and $
24.8
million as of June 30, 2025, and December 31, 2024, respectively. The difference between the opening and closing balances of the Company’s contract liabilities is primarily a result of timing differences between the Company’s performance and the customer’s payment. The main driver of the contract liabilities balance is payments for primary and specialty nutrients within the Agribusiness segment received in advance of fulfilling the performance obligations of customer contracts. Due to the seasonality of this business, contract liabilities are built up in preparation for the spring application season. Revenue is then recognized throughout the first half of the year as the Company fulfills its contract obligations, which is the reason that contract liabilities were lower at June 30, 2025, when compared to December 31, 2024.
5.
Income Taxes
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
|
Income before income taxes
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Income tax provision
|
|
|
|
|
|||||||||||||||||||
| Effective tax rate |
|
% |
|
% |
|
% |
|
% | |||||||||||||||
The difference between the
32.3
% effective tax rate and the U.S. federal statutory rate of 21.0% for the three months ended June 30, 2025, is primarily attributable to interest accrued on unrecognized tax benefits and valuation allowances on losses in foreign tax jurisdictions offset by the tax impact of noncontrolling interest.
The difference between the
8.5
% effective tax rate and the U.S. federal statutory tax rate of 21.0% for the three months ended June 30, 2024, is primarily attributable to the tax impact of noncontrolling interest, federal tax credits, and the reversal of certain unrecognized tax benefits offset by state and local income taxes and nondeductible compensation.
The
21.1
% effective tax rate was consistent with the U.S. federal statutory tax rate of 21.0% for the six months ended June 30, 2025. This was primarily attributable to state and local income taxes and valuation allowances on losses in foreign tax jurisdictions offset by the tax impact of noncontrolling interest.
The Andersons, Inc. | Q2 2025 Form 10-Q | 13
6.
Accumulated Other Comprehensive Income
The following table summarizes the changes in accumulated other comprehensive income ("AOCI") attributable to the Company:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Currency Translation Adjustment | ||||||||||||||||||||||||||
| Beginning balance | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
||||||||||||||||||
|
Other comprehensive income (loss) before reclassifications
|
|
(
|
|
(
|
||||||||||||||||||||||
| Tax effect |
|
|
|
|
||||||||||||||||||||||
|
Other comprehensive income (loss), net of tax
|
|
(
|
|
(
|
||||||||||||||||||||||
| Ending balance | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
||||||||||||||||||
| Hedging Adjustment | ||||||||||||||||||||||||||
| Beginning balance | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
|
Other comprehensive (loss) income before reclassifications
|
(
|
|
(
|
|
||||||||||||||||||||||
|
Amounts reclassified from AOCI (a)
|
(
|
(
|
(
|
(
|
||||||||||||||||||||||
| Tax effect (c) |
|
|
|
(
|
||||||||||||||||||||||
|
Other comprehensive (loss) income, net of tax
|
(
|
(
|
(
|
|
||||||||||||||||||||||
| Ending balance | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
| Pension and Other Postretirement Adjustment | ||||||||||||||||||||||||||
| Beginning balance | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
|
Other comprehensive (loss) income before reclassifications
|
(
|
|
(
|
|
||||||||||||||||||||||
|
Amounts reclassified from AOCI (b)
|
(
|
(
|
(
|
(
|
||||||||||||||||||||||
| Tax effect (c) |
|
|
|
|
||||||||||||||||||||||
|
Other comprehensive loss, net of tax
|
(
|
(
|
(
|
(
|
||||||||||||||||||||||
| Ending balance | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
| Investments in Convertible Preferred Securities Adjustment | ||||||||||||||||||||||||||
| Ending balance | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
| Total AOCI Ending Balance | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
(a)
Gains and losses on cash flow hedges are reclassified from AOCI to income when the hedged item affects earnings. Gains and losses from interest rate derivatives are recognized in Interest expense, net as interest payments are made on the Company's variable rate debt. When interest rate derivatives are settled prior to maturity the gain or loss is recognized in Other income, net. See Note 3 for additional information.
(b)
This accumulated other comprehensive loss component is included in the computation of net periodic benefit cost recorded in Operating, administrative and general expenses.
(c)
The Company utilizes the aggregate approach for releasing disproportionate income tax effects in AOCI.
The Andersons, Inc. | Q2 2025 Form 10-Q | 14
7.
Fair Value Measurements
The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis:
| (in thousands) | June 30, 2025 | ||||||||||||||||||||||
| Assets (liabilities) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Commodity derivatives, net (a) | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Provisionally priced contracts (b) |
(
|
(
|
|
(
|
|||||||||||||||||||
| Convertible preferred securities (c) |
|
|
|
|
|||||||||||||||||||
| Other assets and liabilities (d) |
|
|
|
|
|||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| (in thousands) | December 31, 2024 | ||||||||||||||||||||||
| Assets (liabilities) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Commodity derivatives, net (a) | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Provisionally priced contracts (b) |
(
|
(
|
|
(
|
|||||||||||||||||||
| Convertible preferred securities (c) |
|
|
|
|
|||||||||||||||||||
| Other assets and liabilities (d) |
|
|
|
|
|||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| (in thousands) | June 30, 2024 | ||||||||||||||||||||||
| Assets (liabilities) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Commodity derivatives, net (a) | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Provisionally priced contracts (b) |
(
|
(
|
|
(
|
|||||||||||||||||||
| Convertible preferred securities (c) |
|
|
|
|
|||||||||||||||||||
| Other assets and liabilities (d) |
|
|
|
|
|||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
(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 assets, net” on the Company’s Condensed Consolidated Balance Sheets related to certain available for sale securities.
(d)
Included in other assets and liabilities are assets held by the Company to fund deferred compensation plans and foreign exchange derivative contracts (Level 1), as well as 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.
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 the price may or may not be fixed. Depending on the specifics of the individual contracts, the fair value is derived from the futures or options prices quoted on various exchanges for similar commodities and delivery dates as well as observable quotes for local basis adjustments (the difference, which is attributable to local market conditions, between the quoted futures price and the local cash price). Because “basis” for a particular commodity and location typically has multiple quoted prices from other agribusinesses in the same geographical vicinity and is used as a common pricing mechanism in the agribusiness industry, the Company has concluded that “basis” is typically a Level 2 fair value input for purposes of the fair value disclosure requirements related to commodity derivatives, depending on the specific commodity. Although nonperformance risk, both of the Company and the counterparty, is present in each of these commodity contracts and is a component of the estimated fair values, based on the Company’s historical experience with its producers and customers and the Company’s knowledge of their businesses, the Company does not view nonperformance risk to be a significant input to fair value for these commodity contracts.
The Andersons, Inc. | Q2 2025 Form 10-Q | 15
These fair value disclosures exclude RMI which consists of agricultural commodity 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 of RMI is disclosed in Note 2. 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 delivered provisionally priced grain and a subsequent payable or receivable is set up for any future changes in the grain price, quoted exchange prices are used and the liability is deemed to be Level 1 in the fair value hierarchy. For all other unpriced contracts which include variable futures and basis components, the amounts recorded for delayed price contracts are determined on the basis of local grain market prices at the balance sheet date and, as such, are deemed to be Level 2 in the fair value hierarchy.
The convertible preferred securities are interests in several early-stage enterprises that may be in various forms, such as convertible debt or preferred equity securities.
| Convertible Preferred Securities | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Assets at beginning of the year | $ |
|
$ |
|
|||||||
| Purchases of additional investments |
|
|
|||||||||
| Assets at June 30, | $ |
|
$ |
|
|||||||
The following table summarizes quantitative information about the Company's Level 3 fair value measurements:
| Quantitative Information about Recurring Level 3 Fair Value Measurements | |||||||||||||||||||||||||||||||||||
| Fair Value as of | |||||||||||||||||||||||||||||||||||
| (in thousands) | June 30, 2025 | December 31, 2024 | June 30, 2024 | Valuation Method | Unobservable Input | Weighted Average | |||||||||||||||||||||||||||||
| Convertible preferred securities (a) | $ |
|
$ |
|
$ |
|
Implied based on market prices | N/A | N/A | ||||||||||||||||||||||||||
(a) The Company considers observable price changes and other additional market data available to estimate fair value, including additional capital raising, internal valuation models, progress towards key business milestones, and other relevant market data points.
There were no nonrecurring level 3 fair value measurements as of June 30, 2025, December 31, 2024, or June 30, 2024.
The fair value of the Company’s cash equivalents, accounts receivable and accounts payable approximate their carrying value as they are close to maturity.
As of June 30, 2025, December 31, 2024, and June 30, 2024, the estimated fair value of long-term debt, including the current portion, was $
637.3
million, $
635.4
million, and $
568.0
million, respectively. The Company estimates the fair value of its long-term debt based upon the Company’s credit standing and current interest rates offered to the Company on similar bonds and rates currently available to the Company for long-term borrowings with similar terms and remaining maturities.
8.
Related Parties
In the ordinary course of business, the Company enters into related party transactions, mainly with the Company's minority shareholders of certain consolidated subsidiaries, regarding sales and purchases of commodities. Such related party sales comprised less than
4
% of the Company's Sales and merchandising revenues for both the three and six months ended June 30, 2025, and 2024. Related party purchases comprised less than
1
% of the Company's Cost of sales and merchandising revenues for both the three and six months ended June 30, 2025, and 2024.
Receivables and payables resulting from the related party transactions described above comprised less than
3
% of the Company's Accounts receivable, net, and less than
2
% of the Company's Trade and other payables balances as of June 30, 2025, December 31, 2024 and June 30, 2024.
The Company believes all transaction values to be similar to those that would be conducted with third parties at arm's-length.
The Andersons, Inc. | Q2 2025 Form 10-Q | 16
9.
Segment Information
Reportable segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker ("CODM"), who is the Company’s Chief Executive Officer, in deciding how to allocate resources and in assessing performance. The CODM allocates resources to and evaluates the financial performance of each operating segment primarily based on Income before income taxes. The operating and reportable segment structure provides alignment between business strategies and operating results. The Company’s operations include
two
reportable business segments that are distinguished primarily on the basis of products and services offered as well as the management structure.
Effective January 1, 2025, the Company realigned its organizational structure to better reflect updates in management reporting resulting in a change in reportable segments. As a result, the former Trade segment was combined with the former Nutrient & Industrial segment in the newly formed Agribusiness segment along with several smaller business lines being moved between the Agribusiness and Renewables segments. All prior period segment information has been recast to conform to the current year presentation.
The Agribusiness segment includes commodity merchandising, the operation of terminal grain elevator facilities, and the manufacturing and distribution plant nutrient products. The Renewables segment produces, purchases and sells ethanol and co-products. The segment also operates a merchandising portfolio of ethanol, ethanol co-products and renewable feedstocks. Other includes corporate income and expense and cost for functions that provide support and services to the operating segments, as well as other elimination and consolidation adjustments.
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. The Company does not have any customers who represent 10 percent, or more, of total revenues.
| Three months ended June 30, 2025 | Six months ended June 30, 2025 | ||||||||||||||||||||||||||||||||||
| (in thousands) | Agribusiness | Renewables | Total | Agribusiness | Renewables | Total | |||||||||||||||||||||||||||||
| Sales and merchandising revenues | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||
| Cost of sales and merchandising revenues |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Operating, administrative and general expenses |
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| Interest expense |
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|
|
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|
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|
Other income, net
(a)
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Segment income | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||
| less: Corporate expenses |
|
|
|||||||||||||||||||||||||||||||||
| Income before income taxes | $ |
|
$ |
|
|||||||||||||||||||||||||||||||
| Three months ended June 30, 2024 | Six months ended June 30, 2024 | ||||||||||||||||||||||||||||||||||
| (in thousands) | Agribusiness | Renewables | Total | Agribusiness | Renewables | Total | |||||||||||||||||||||||||||||
| Sales and merchandising revenues | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||
| Cost of sales and merchandising revenues |
|
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| Operating, administrative and general expenses |
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| Interest expense |
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|
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|
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|
Other income, net
(a)
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Segment income | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||
| less: Corporate expenses |
|
|
|||||||||||||||||||||||||||||||||
| Income before income taxes | $ |
|
$ |
|
|||||||||||||||||||||||||||||||
(a) Other income, net for each reportable segment includes:
Agribusiness - interest income, patronage income, amongst other items.
Renewables - interest income, a gain on the deconsolidation of the ELEMENT joint venture, patronage income, amongst other items.
The Andersons, Inc. | Q2 2025 Form 10-Q | 17
| Three months ended June 30, 2025 | Six months ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Agribusiness | Renewables | Other | Total | Agribusiness | Renewables | Other | Total | |||||||||||||||||||||||||||||||||||||||
|
Depreciation and amortization
(a)
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||||||||||
| Purchases of property, plant and equipment and capitalized software |
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Interest income
(b)
|
|
|
|
|
|
|
|
|
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(a) Depreciation and amortization disclosed by reportable segment is included within both Cost of sales and merchandising revenues and Operating, administrative and general expenses within the Consolidated Statement of Operations.
(b) Interest income is recorded in Other income, net within the Consolidated Statement of Operations.
| Three months ended June 30, 2024 | Six months ended June 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Agribusiness | Renewables | Other | Total | Agribusiness | Renewables | Other | Total | |||||||||||||||||||||||||||||||||||||||
|
Depreciation and amortization
(a)
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||||||||||
| Purchases of property, plant and equipment and capitalized software |
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Interest income
(b)
|
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(a) Depreciation and amortization disclosed by reportable segment is included within both Cost of sales and merchandising revenues and Operating, administrative and general expenses within the Consolidated Statement of Operations.
(b) Interest income is recorded in Other income, net within the Consolidated Statement of Operations.
| (in thousands) |
June 30,
2025 |
December 31,
2024 |
June 30,
2024 |
||||||||||||||
| Identifiable assets | |||||||||||||||||
| Agribusiness | $ |
|
$ |
|
$ |
|
|||||||||||
| Renewables |
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|
|
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| Other |
|
|
|
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| Total assets | $ |
|
$ |
|
$ |
|
|||||||||||
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenues from external customers by geographic region | |||||||||||||||||||||||
| United States | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Canada |
|
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| Mexico |
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| Other |
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| Total | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
Substantially all of the Company's long-lived assets are located within the United States. The Company had approximately $
48.5
million, $
45.8
million, and $
34.0
million of long-lived assets in other countries at June 30, 2025, December 31, 2024, and June 30, 2024, respectively, with substantially all of the foreign long-lived assets located within Canada for all periods presented.
The Andersons, Inc. | Q2 2025 Form 10-Q | 18
10.
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 estimated losses for outstanding claims that are considered reasonably possible and estimable are not material.
11.
Other Income, net
The following table sets forth the items in Other income, net within the Condensed Consolidated Statements of Operations:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Interest income | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Property insurance recoveries |
|
|
|
|
|||||||||||||||||||
| Patronage income |
|
|
|
|
|||||||||||||||||||
| Gain on deconsolidation of joint venture |
|
|
|
|
|||||||||||||||||||
| Other |
(
|
|
(
|
|
|||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
Individually significant items included in the table above are:
Interest income
- The vast majority of interest income recorded by the Company was due to the amount of cash and cash equivalents on hand in all periods presented.
Property insurance recoveries
- The vast majority of the property insurance recoveries recorded in 2025 are related to a current year incident at a grain terminal in Sunray, Texas.
Patronage income
-
As a part of the Company’s normal operations it relies on short-term lines of credit to support working capital needs in addition to long-term debt. The Company receives patronage income from its lenders as a part of these programs.
Gain on deconsolidation of joint venture
- On April 18, 2023, ELEMENT, a 51% owned limited liability company originally deemed a VIE and consolidated, was placed into receivership. As the receiver took control of ELEMENT, under the VIE consolidation model, the Company was deemed to have lost control of the entity and therefore deconsolidated ELEMENT from its Condensed Consolidated Financial Statements. As a result of these activities, the Company recognized a gain on deconsolidation in the second quarter of 2023. The Company recognized an additional $
3.1
million gain in the first quarter of 2024 as the amount of cash distributed to the Company related to its receivables from ELEMENT exceeded management's estimate at the time of deconsolidation.
The Andersons, Inc. | Q2 2025 Form 10-Q | 19
12.
Business Acquisition
On November 1, 2024, the Company entered into a definitive purchase agreement for a
65
% ownership interest in Skyland Grain LLC ("Skyland") for $
85.0
million, subject to customary working capital adjustments. Skyland operates grain storage and handling facilities in Kansas, Colorado, Oklahoma, and Texas. It also operates three cotton gins, a full-service agronomy sales and service division, and a retail and wholesale fuel sales and delivery division. The purchase was completed on November 1, 2024, and funded by cash on hand. The transaction enables the Company to expand its core grain and fertilizer businesses across strategic markets, including Kansas, Oklahoma, Colorado, and Texas. The Company's
65
% ownership of Skyland's equity resulted in the consolidation of Skyland’s results in the Company's Consolidated Financial Statements in the Agribusiness segment.
The purchase price allocation was finalized in the second quarter of 2025. There were no material measurement period adjustments recognized for the three months ended June 30, 2025. The summarized purchase price allocation is as follows:
| (in thousands) | |||||
| Cash consideration paid | $ |
|
|||
| Total purchase price consideration |
|
||||
| Cash and cash equivalents | $ |
|
|||
| Accounts receivable |
|
||||
| Notes receivable |
|
||||
| Inventories |
|
||||
| Other current assets |
|
||||
| Right of use assets |
|
||||
| Other assets, net |
|
||||
| Investments |
|
||||
| Property, plant and equipment, net |
|
||||
|
|
|||||
| Trade and other payables |
|
||||
| Short-term debt |
|
||||
| Current maturities of long-term debt |
|
||||
| Accrued expense and other current liabilities |
|
||||
| Other liabilities |
|
||||
| Long-term debt |
|
||||
|
|
|||||
| Noncontrolling interest |
|
||||
| Net assets acquired | $ |
|
|||
The fair value in the opening balance sheet of the
35
% noncontrolling interest in Skyland was estimated to be $
45.8
million. The fair value was estimated based on
35
% of the total equity value of Skyland based on the transaction price for the
65
% stake in Skyland, considering the consideration transferred noted above. Acquisition costs of $
2.4
million were all incurred in the fourth quarter of 2024 and recorded in Operating, general and administrative expenses in the Statements of Operations.
The Andersons, Inc. | Q2 2025 Form 10-Q | 20
13.
Subsequent Events
The Andersons, Inc. | Q2 2025 Form 10-Q | 21
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. Such factors include, but are not limited to, the effects of economic, weather and agricultural conditions, regulatory conditions, competition globally and in the markets the Company serves, geopolitical risk, fluctuations in cost and availability of commodities, the effectiveness of the Company's internal control over financial reporting and the unpredictability of existing and possible future litigation. However, it is not possible to predict or identify all such factors. The reader is urged to carefully consider these risks and others, including those risk factors listed under Item 1A of the 2024 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 management believes that the expectations reflected in the forward-looking statements are reasonable, management cannot guarantee future results, levels of activity, performance or achievements.
Critical Accounting Policies and Estimates
The critical accounting policies and critical accounting estimates, as described in the 2024 Form 10-K, have not materially changed through the second quarter of 2025.
Executive Overview
Effective January 1, 2025, the Company realigned its organizational structure to better reflect updates in management reporting resulting in a change in reportable segments. As a result, the former Trade segment was combined with the former Nutrient & Industrial segment in the newly formed Agribusiness segment along with several smaller business lines being moved between the Agribusiness and Renewables segments. All prior period segment information has been recast to conform to the current year presentation.
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 merchandising revenues and cost of sales and merchandising revenues and a much less significant impact on gross profit. As a result, changes in sales and merchandising revenues and cost of sales and merchandising revenues between periods may not necessarily be indicative of the overall performance of the business and greater emphasis should be placed on changes in gross profit.
The Company has considered the potential impact of the book value of the Company’s total shareholders’ equity exceeding the Company’s market capitalization during the quarter for impairment indicators. Management ultimately concluded that an impairment triggering event had not occurred. The Company believes that the share price is not an accurate reflection of its current value as conditions in both agriculture and renewables spaces remain stable with a positive long-term outlook. Management believes that the market’s impact on the Company’s equity value does not actually reflect the impact of these external factors on the Company. As a result of prior period tests, reviews of current operating results and other relevant market factors, the Company concluded that no impairment trigger existed as of June 30, 2025.
The Andersons, Inc. | Q2 2025 Form 10-Q | 22
Agribusiness
The Agribusiness segment’s second quarter operating results fell behind the prior year as a surplus of grain and weak customer demand continue to exist in western markets. This has resulted in low grain prices and limited forward contracting. Both physical assets and merchandising have been impacted by these stagnant markets. Nutrient results improved year-over-year with increased sales volumes on customer demand for nitrogen due to the increase in planted corn acres, partially offsetting the difficult conditions in grain markets.
An anticipated large harvest and on-farm storage limitations are expected to make large quantities of grain available at favorable values in the last half of 2025. This should provide sales and merchandising opportunities in the latter part of 2025 and into 2026. The balanced asset and merchandising portfolio enables opportunities in various market conditions, including this period of higher supply.
Total Agribusiness storage space capacity at company-owned or leased grain facilities, including temporary pile storage, was approximately 278 million and 168 million bushels at June 30, 2025 and 2024, respectively. The increase in grain storage capacity from the same period of the prior year was due to the Skyland acquisition in the fourth quarter of 2024. The storage capacity at our nutrient facilities was evenly split between dry and liquid storage at approximately 1.0 million tons at June 30, 2025 and 2024.
Renewables
The Renewables segment's second quarter operating results were lower than the prior year. The ethanol plants continue to run efficiently, resulting in higher year-over-year yields and production. Lower board crush, higher eastern corn basis, and increased natural gas costs led to lower overall margins. Plant co-product values also declined, with corn-based feed ingredients continuing to compete against an oversupply of soybean meal.
Although later than expected, an uptick in the ethanol board crush occurred in July and is expected to remain through the summer driving season. This expectation is bolstered by strong demand, including exports, and an expected reduction in corn costs post-harvest.
In future quarters, as a result of our acquisition of the remaining 49.9% interest in TAMH on July 31, 2025, results will include all the ethanol plants’ earnings, including the share previously attributable to the noncontrolling interest. As the company previously consolidated the entity and managed the plants, there should be limited costs to achieve these accretive results. The regulatory environment may support new opportunities, including at our Clymers, Indiana facility, where a Class VI well permit has been filed with the EPA for potential carbon sequestration.
Ethanol and related co-products volumes sold were as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Ethanol (gallons) | 226,450 | 187,050 | 438,242 | 372,876 | |||||||||||||||||||
| E-85 (gallons) | 12,041 | 13,494 | 20,011 | 25,785 | |||||||||||||||||||
|
Renewable feedstocks (pounds) (a)
|
341,075 | 404,589 | 698,791 | 775,572 | |||||||||||||||||||
|
DDG (tons) (b)
|
525 | 553 | 1,139 | 1,101 | |||||||||||||||||||
(a) Includes corn oil, soybean oil, and other fats, oils, and greases.
(b) Dried distillers grains ("DDG") tons shipped converts wet tons to a dry ton equivalent amount.
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 and other elimination and consolidation adjustments.
The Andersons, Inc. | Q2 2025 Form 10-Q | 23
Operating Results
The following discussion focuses on the operating results as shown in the Condensed Consolidated Statements of Operations and includes a separate discussion by segment. Additional segment information is included herein in Note 9, Segment Information.
Comparison of the three months ended June 30, 2025, with the three months ended June 30, 2024, including a reconciliation of GAAP to non-GAAP measures:
| Three months ended June 30, 2025 | |||||||||||||||||||||||
| (in thousands) | Agribusiness | Renewables | Other | Total | |||||||||||||||||||
| Sales and merchandising revenues | $ | 2,414,827 | $ | 721,042 | $ | — | $ | 3,135,869 | |||||||||||||||
| Cost of sales and merchandising revenues | 2,282,765 | 694,688 | — | 2,977,453 | |||||||||||||||||||
| Gross profit | 132,062 | 26,354 | — | 158,416 | |||||||||||||||||||
| Operating, administrative and general expenses | 114,012 | 8,951 | 11,626 | 134,589 | |||||||||||||||||||
|
Interest expense (income), net
|
11,331 | 725 | (561) | 11,495 | |||||||||||||||||||
|
Other income (loss), net
|
12,180 | 746 | (423) | 12,503 | |||||||||||||||||||
|
Income (loss) before income taxes
|
$ | 18,899 | $ | 17,424 | $ | (11,488) | $ | 24,835 | |||||||||||||||
|
Income before income taxes attributable to the noncontrolling interests
|
1,171 | 7,779 | — | 8,950 | |||||||||||||||||||
|
Non-GAAP Income (loss) before income taxes attributable to the Company
|
$ | 17,728 | $ | 9,645 | $ | (11,488) | $ | 15,885 | |||||||||||||||
| Three months ended June 30, 2024 | |||||||||||||||||||||||
| (in thousands) | Agribusiness | Renewables | Other | Total | |||||||||||||||||||
| Sales and merchandising revenues | $ | 2,109,351 | $ | 685,854 | $ | — | $ | 2,795,205 | |||||||||||||||
| Cost of sales and merchandising revenues | 1,981,308 | 638,526 | — | 2,619,834 | |||||||||||||||||||
| Gross profit | 128,043 | 47,328 | — | 175,371 | |||||||||||||||||||
| Operating, administrative and general expenses | 97,906 | 8,046 | 10,662 | 116,614 | |||||||||||||||||||
|
Interest expense (income), net
|
6,098 | 996 | (483) | 6,611 | |||||||||||||||||||
|
Other income (loss), net
|
4,542 | 1,176 | (518) | 5,200 | |||||||||||||||||||
|
Income (loss) before income taxes
|
$ | 28,581 | $ | 39,462 | $ | (10,697) | $ | 57,346 | |||||||||||||||
|
Income before income taxes attributable to the noncontrolling interests
|
— | 16,494 | — | 16,494 | |||||||||||||||||||
|
Non-GAAP Income (loss) before income taxes attributable to the Company
|
$ | 28,581 | $ | 22,968 | $ | (10,697) | $ | 40,852 | |||||||||||||||
The Company uses Income (loss) before income taxes attributable to the Company, a non-GAAP financial measure as defined by the Securities and Exchange Commission, to evaluate the Company’s financial performance. This performance measure is not defined by accounting principles generally accepted in the United States and should be considered in addition to, and not in lieu of, GAAP financial measures. Management believes that Income (loss) before income taxes attributable to the Company is a useful measure of the Company’s performance as it provides investors additional information about the Company's operations, allowing evaluation of underlying business performance and period-to-period comparability. This measure is not intended to replace or be an alternative to Income (loss) before income taxes, the most directly comparable measure reported under GAAP.
The Andersons, Inc. | Q2 2025 Form 10-Q | 24
Agribusiness
Operating results for the Agribusiness segment declined from the same period of the prior year. Sales and merchandising revenues increased by $305.5 million and cost of sales and merchandising revenues increased by $301.5 million resulting in increased gross profit of $4.0 million. The majority of the increase in sales and merchandising revenues and cost of sales and merchandising revenues can be attributed to the acquisition of Skyland which added $212.1 million of sales and merchandising revenues and $194.2 million of cost of sales and merchandising revenues. The $4.0 million increase in gross profit can be attributed to $17.9 million of additional gross profit from the Skyland acquisition, which was partially offset by reduced results from our legacy asset and merchandising businesses from limited trade flows due to a surplus of grain supplies and weak customer demand.
Operating, administrative and general expenses increased by $16.1 million, with $21.2 million of the increase attributable to the newly acquired Skyland business, which was partially offset by lower incentive compensation expense.
Interest expense increased by $5.2 million due to increased borrowings in the acquired Skyland business.
Other income, net increased by $7.6 million as a result of $10.5 million of property insurance recoveries in the newly acquired Skyland business, which was partially offset by a $4.4 million impairment of an equity method investment.
Renewables
Operating results for the Renewables segment declined by $13.3 million from the same period last year. Sales and merchandising revenues increased by $35.2 million and cost of sales and merchandising revenues increased by $56.2 million compared to prior year results. As a result, gross profit decreased by $21.0 million compared to 2024 results. Both sales and merchandising revenues and cost of sales and merchandising revenues were increased modestly when compared to the prior year. Increased ethanol sales volumes were almost fully offset by reduced volumes in our renewable feedstocks business as prices remained consistent with the prior year. The $21.0 million decrease to gross profit in the current period were mainly driven by a $16.8 million decrease at the ethanol plants. The plants continued to run efficiently with higher year-over-year yields and production, but could not overcome market headwinds stemming from lower ethanol crush margins and higher input costs in the current year.
Income Taxes
For the three months ended June 30, 2025, the Company recorded income tax expense of $8.0 million. The Company's effective tax rate was 32.3% on income before taxes of $24.8 million. The difference between the 32.3% effective tax rate and the U.S. federal statutory tax rate of 21% is primarily attributable to interest accrued on unrecognized tax benefits and valuation allowances on losses in foreign tax jurisdictions offset by the tax impact of noncontrolling interest.
For the three months ended June 30, 2024, the Company recorded income tax expense of $4.9 million. The Company's effective tax rate was 8.5% on income of $57.3 million. The difference between the 8.5% effective tax rate and the U.S. federal statutory tax rate of 21.0% was primarily attributable to the tax impact of noncontrolling interest, federal tax credits, and the reversal of certain unrecognized tax benefits offset by state and local income taxes and nondeductible compensation.
The Andersons, Inc. | Q2 2025 Form 10-Q | 25
Operating Results
The following discussion focuses on the operating results as shown in the Condensed Consolidated Statements of Operations and includes a separate discussion by segment. Additional segment information is included herein in Note 9, Segment Information.
Comparison of the six months ended June 30, 2025, with the six months ended June 30, 2024, including a reconciliation of GAAP to non-GAAP measures:
| Six months ended June 30, 2025 | |||||||||||||||||||||||
| (in thousands) | Agribusiness | Renewables | Other | Total | |||||||||||||||||||
| Sales and merchandising revenues | $ | 4,408,114 | $ | 1,386,853 | $ | — | $ | 5,794,967 | |||||||||||||||
| Cost of sales and merchandising revenues | 4,157,454 | 1,326,225 | — | 5,483,679 | |||||||||||||||||||
| Gross profit | 250,660 | 60,628 | — | 311,288 | |||||||||||||||||||
| Operating, administrative and general expenses | 238,501 | 18,734 | 23,108 | 280,343 | |||||||||||||||||||
|
Interest expense (income), net
|
24,157 | 1,423 | (989) | 24,591 | |||||||||||||||||||
|
Other income (loss), net
|
21,221 | 1,834 | (1,361) | 21,694 | |||||||||||||||||||
|
Income (loss) before income taxes
|
$ | 9,223 | $ | 42,305 | $ | (23,480) | $ | 28,048 | |||||||||||||||
|
(Loss) income before income taxes attributable to the noncontrolling interests
|
(3,351) | 17,348 | — | 13,997 | |||||||||||||||||||
|
Non-GAAP Income (loss) before income taxes attributable to the Company
|
$ | 12,574 | $ | 24,957 | $ | (23,480) | $ | 14,051 | |||||||||||||||
| Six months ended June 30, 2024 | |||||||||||||||||||||||
| (in thousands) | Agribusiness | Renewables | Other | Total | |||||||||||||||||||
| Sales and merchandising revenues | $ | 4,170,790 | $ | 1,342,632 | $ | — | $ | 5,513,422 | |||||||||||||||
| Cost of sales and merchandising revenues | 3,943,228 | 1,266,503 | — | 5,209,731 | |||||||||||||||||||
| Gross profit | 227,562 | 76,129 | — | 303,691 | |||||||||||||||||||
| Operating, administrative and general expenses | 194,827 | 16,823 | 24,322 | 235,972 | |||||||||||||||||||
|
Interest expense (income), net
|
12,729 | 1,453 | (1,049) | 13,133 | |||||||||||||||||||
|
Other income (loss), net
|
11,113 | 5,936 | (321) | 16,728 | |||||||||||||||||||
|
Income (loss) before income taxes
|
$ | 31,119 | $ | 63,789 | $ | (23,594) | $ | 71,314 | |||||||||||||||
|
Income before income taxes attributable to the noncontrolling interest
|
— | 23,578 | — | 23,578 | |||||||||||||||||||
|
Non-GAAP Income (loss) before income taxes attributable to the Company
|
$ | 31,119 | $ | 40,211 | $ | (23,594) | $ | 47,736 | |||||||||||||||
The Company uses Income (loss) before income taxes attributable to the Company, a non-GAAP financial measure as defined by the Securities and Exchange Commission, to evaluate the Company’s financial performance. This performance measure is not defined by accounting principles generally accepted in the United States and should be considered in addition to, and not in lieu of, GAAP financial measures. Management believes that Income (loss) before income taxes attributable to the Company is a useful measure of the Company’s performance as it provides investors additional information about the Company's operations, allowing evaluation of underlying business performance and period-to-period comparability. This measure is not intended to replace or be an alternative to Income (loss) before income taxes, the most directly comparable amounts reported under GAAP.
The Andersons, Inc. | Q2 2025 Form 10-Q | 26
Agribusiness
Operating results for the Agribusiness segment decreased by $18.5 million from the prior year. Sales and merchandising revenues increased by $237.3 million, and cost of sales and merchandising revenues increased by $214.2 million for an increased gross profit impact of $23.1 million. The increase in sales and merchandising revenues and cost of sales and merchandising revenues can be attributed to the acquisition of Skyland which added $376.6 million of sales and merchandising revenues and $341.5 million of cost of sales and merchandising revenues. The increase in sales and merchandising revenues and cost of sales and merchandising revenues was partially offset by reduced commodity prices. Gross profit increased by $23.1 million from the prior year with $35.1 million of the increase as a result of the Skyland acquisition, which was partially offset by reduced results from our legacy asset and merchandising businesses from limited trade flows due to a surplus of grain supplies and weak customer demand.
Operating, administrative, and general expenses increased by $43.7 million from the prior year. Substantially all of the increase was attributable to the newly acquired Skyland business.
Interest expense increased by $11.4 million due to increased borrowings in the acquired Skyland business, which was partially offset by lower incentive compensation.
Other income, net increased by $10.1 million as a result of $14.2 million of property insurance recoveries and patronage income in the newly acquired Skyland business, which was partially offset by a $4.4 million impairment of an equity method investment.
Renewables
Operating results for Renewables decreased by $15.3 million from the same period of the prior year. Sales and merchandising revenues increased by $44.2 million, and cost of sales and merchandising revenues increased by $59.7 million compared to prior year. As a result, gross profit decreased by $15.5 million. Both sales and merchandising revenues and cost of sales and merchandising revenues were increased modestly when compared to the prior year. Increased ethanol sales volumes were almost fully offset by reduced volumes in our renewable feedstocks business as prices remained consistent with the prior year. The $15.5 million decrease to gross profit in the current period results was mainly driven by an $11.7 million decrease at the ethanol plants. The plants continued to run efficiently with strong yields and production, but could not overcome market headwinds stemming from lower ethanol crush margins and higher input costs in the current year.
Other income, net decreased from the prior year by $4.1 million as the Company recorded an additional $3.1 million gain as a result of the deconsolidation of the ELEMENT ethanol plant in the prior year.
The Andersons, Inc. | Q2 2025 Form 10-Q | 27
Income Taxes
For the six months ended June 30, 2025, the Company recorded income tax expense of $5.9 million. The Company's effective tax rate was 21.1% on income before taxes of $28.0 million. The 21.1% effective tax rate was consistent with the U.S. federal statutory tax rate of 21.0% as state and local income taxes and valuation allowances on losses in foreign tax jurisdictions offset the tax impact of noncontrolling interest.
For the six months ended June 30, 2024, the Company recorded income tax expense of $6.2 million. The Company’s effective tax rate was 8.7% on income before income taxes of $71.3 million. The difference between the 8.7% effective tax rate and the U.S. federal statutory rate of 21.0% is primarily attributable to the tax impact of noncontrolling interest, stock-based compensation, and federal tax credits partially offset by state and local income taxes, nondeductible compensation, and other discrete tax items.
The Company’s subsidiary partnership returns are under U.S. federal and certain state tax examinations for tax years 2018 through 2022. The Company’s subsidiary is under federal tax examination by the Mexican tax authorities for tax year 2015. The U.S. federal, state, and Mexican tax authorities’ examinations could potentially be resolved within the next 12 months. The resolution of these examinations could change our unrecognized tax benefits and favorably impact income tax expense by a range of zero to $10.7 million.
On December 20, 2021, the Organization for Economic Co-operation and Development ("OECD") issued Pillar Two model rules introducing a global minimum tax of 15% on large corporations. Although the U.S. has not adopted the Pillar Two model rules, several foreign countries have enacted legislation which closely follows OECD’s Pillar Two guidance. The impact of Pillar Two legislation in our relevant jurisdictions is immaterial to the Company's 2025 effective tax rate.
On July 4, 2025, the U.S. enacted the One Big Beautiful Bill Act which provides for modification of the existing U.S. international tax framework plus permanent extension of certain Tax Cuts and Jobs Act provisions. The Company is currently assessing the impact of this legislation on our consolidated financial statements.
The Andersons, Inc. | Q2 2025 Form 10-Q | 28
Liquidity and Capital Resources
Working Capital
At June 30, 2025, the Company had working capital of $1,094.8 million, a decrease of $69.7 million from the prior year. This decrease was attributable to changes in the following components of current assets and current liabilities:
| (in thousands) | June 30, 2025 | June 30, 2024 | Variance | ||||||||||||||
| Current Assets: | |||||||||||||||||
| Cash and cash equivalents | $ | 350,970 | $ | 530,386 | $ | (179,416) | |||||||||||
| Accounts receivable, net | 783,892 | 743,550 | 40,342 | ||||||||||||||
| Inventories | 771,868 | 686,540 | 85,328 | ||||||||||||||
| Commodity derivative assets – current | 147,937 | 180,189 | (32,252) | ||||||||||||||
| Other current assets | 120,780 | 108,634 | 12,146 | ||||||||||||||
| Total current assets | 2,175,447 | 2,249,299 | (73,852) | ||||||||||||||
| Current Liabilities: | |||||||||||||||||
| Short-term debt | 104,467 | 4,021 | 100,446 | ||||||||||||||
| Trade and other payables | 572,232 | 607,083 | (34,851) | ||||||||||||||
| Customer prepayments and deferred revenue | 73,545 | 124,424 | (50,879) | ||||||||||||||
| Commodity derivative liabilities – current | 79,253 | 128,847 | (49,594) | ||||||||||||||
| Current maturities of long-term debt | 64,210 | 27,671 | 36,539 | ||||||||||||||
| Accrued expenses and other current liabilities | 186,902 | 192,683 | (5,781) | ||||||||||||||
| Total current liabilities | 1,080,609 | 1,084,729 | (4,120) | ||||||||||||||
| Working Capital | $ | 1,094,838 | $ | 1,164,570 | $ | (69,732) | |||||||||||
Current assets as of June 30, 2025, decreased $73.9 million in comparison to those as of June 30, 2024. Lower average commodity prices in the current year were the main contributor to the decrease. Partially offsetting the decrease was the acquisition of Skyland which resulted in a $211.0 million increase of current assets from the prior year.
Current liabilities slightly declined from the same period of the prior year. The acquisition of Skyland resulted in a $158.9 million increase of current liabilities from the prior year. However, similar to the move in current assets, lower average commodity prices in the current year were the main contributor to the decrease, excluding the impact of the Skyland acquisition.
Sources and Uses of Cash
|
Six months ended June 30,
|
||||||||||||||
| (in thousands) | 2025 | 2024 | ||||||||||||
|
Net cash (used in) provided by operating activities
|
$ | (50,699) | $ | 64,807 | ||||||||||
|
Net cash used in investing activities
|
(75,707) | (58,138) | ||||||||||||
|
Net cash used in financing activities
|
(87,008) | (119,926) | ||||||||||||
Operating Activities
Operating activities used cash of $50.7 million and provided cash of $64.8 million in the first six months of 2025 and 2024, respectively. The $115.5 million change in the amount of cash used in operating activities is mainly due to an unfavorable change of $78.2 million in operating assets and liabilities through the normal course of business combined with a $43.0 million decrease in earnings as the Company continues to navigate challenging markets in the current year.
The Andersons, Inc. | Q2 2025 Form 10-Q | 29
Investing Activities
Investing activities used cash of $75.7 million through the first six months of 2025 compared to $58.1 million in the prior period. Cash used in investing activities increased $17.6 million from the prior year due to $40.0 million of increased capital spending in the current year to fund previously announced growth projects, which was partially offset by $14.0 million of insurance proceeds in the current year and the acquisition of a business in the prior year. Management expects to invest approximately $175 million to $200 million in property, plant and equipment in 2025.
Financing Activities
Financing activities used cash of $87.0 million and $119.9 million for the six months ended June 30, 2025, and 2024, respectively. This $32.9 million reduction from the prior year was due to $45.9 million less distributions to the noncontrolling interest and partially offset by additional net borrowings on the Company's short-term credit facilities in the current year.
The Company paid $13.4 million in dividends in the first six months of 2025 compared to $13.0 million paid in the prior period. The Company paid dividends of $0.195 and $0.19 per common share in January and April of 2025 and 2024, respectively. On June 19, 2025, the Company declared a cash dividend of $0.195 per common share payable on July 22, 2025, to shareholders of record on July 1, 2025.
The Company is party to borrowing arrangements with a syndicate of banks that provide a total of $2,161.6 million in borrowing capacity. As of June 30, 2025, the Company had $2,053.3 million available for borrowing.
Certain long-term borrowings include covenants that, among other things, impose minimum levels of working capital and various debt leverage ratios. The Company is in compliance with all covenants as of June 30, 2025. In addition, certain long-term borrowings are collateralized by mortgages on various facilities.
The Company is typically in a net short-term borrowing position in the first half of the year. The majority of these short-term borrowings bear interest at variable rates, and an increase in interest rates could have a significant impact on the Company's profitability. In addition, periods of high grain prices could require us to make additional margin deposits on exchange traded futures contracts. Conversely, in periods of declining prices, the Company could receive a return of cash.
Management believes the Company's sources of liquidity will be adequate to fund operations, capital expenditures and service indebtedness. At June 30, 2025, the Company had standby letters of credit outstanding of $3.7 million.
The Andersons, Inc. | Q2 2025 Form 10-Q | 30
Item 3. Quantitative and Qualitative Disclosures about Market Risk
For further information, refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2024. There were no material changes in market risk, specifically commodity and interest rate risk during the six months ended June 30, 2025.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were effective as of June 30, 2025, to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the second quarter of 2025, identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
The Andersons, Inc. | Q2 2025 Form 10-Q | 31
Part II. Other Information
Item 1. Legal Proceedings
The Company is subject to legal proceedings and claims that have not been fully resolved and that have arisen in the ordinary course of business. Refer to Part I, Item 1 of this Form 10-Q in the Notes to Condensed Consolidated Financial Statements in Note 10, “Commitments and Contingencies,” In the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss, or a material loss greater than a recorded accrual, concerning loss contingencies for asserted legal and other claims.
The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts above management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.
Item 1A. Risk Factors
The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in Part I, Item 1A of the 2024 Form 10-K under the heading “Risk Factors,” any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
| Periods | Total Number of Shares Purchased (a) | Average Price Paid Per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (b)
|
||||||||||||||||||||||
|
April 2025
|
— | $ | — | — | $ | 96,521,201 | ||||||||||||||||||||
|
May 2025
|
2,456 | 38.12 | — | 96,521,201 | ||||||||||||||||||||||
|
June 2025
|
— | — | — | 96,521,201 | ||||||||||||||||||||||
| Total | 2,456 | $ | 38.12 | — | $ | 96,521,201 | ||||||||||||||||||||
(a) During the three months ended June 30, 2025, the Company acquired shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.
(b) As of August 15, 2024, the Company was authorized to purchase up to $100 million of the Company’s common stock (the "Repurchase Plan") on or before August 15, 2027. As of June 30, 2025, approximately $3.5 million of the $100 million available to repurchase shares had been utilized. The Repurchase Plan does not obligate the Company to acquire any specific number of shares. Under the Repurchase Plan, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.
Item 5. Other Information
During the three months ended June 30, 2025, none of the Company’s directors or executive officers
adopted
, modified, or
terminated
any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 plan”) or any “non-Rule 10b5-1 trading arrangement.”
The Andersons, Inc. | Q2 2025 Form 10-Q | 32
Item 6. Exhibits
| Exhibit Number | Description | |||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 101** | Inline XBRL Document Set for the Condensed Consolidated Financial Statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q. | |||||||
| 104** |
Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.
|
|||||||
|
*
Filed herewith
|
||||||||
|
**
Furnished herewith
|
||||||||
Items 3 and 4 are not applicable and have been omitted.
The Andersons, Inc. | Q2 2025 Form 10-Q | 33
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. | ||||||||
| Date: August 5, 2025 | /s/ William E. Krueger | |||||||
| William E. Krueger | ||||||||
| President and Chief Executive Officer | ||||||||
| Date: August 5, 2025 | /s/ Brian A. Valentine | |||||||
| Brian A. Valentine | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
The Andersons, Inc. | Q2 2025 Form 10-Q | 34
TABLE OF CONTENTS
Part I. Financial InformationItem 1. Financial StatementsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 5. Other InformationItem 6. Exhibits