Andersons, Inc.: Form 10-Q for the period ended Mar 31, 2025

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 first 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 briefly 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 are currently strong in both agriculture and renewables spaces 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 March 31, 2025.

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Agribusiness

The Agribusiness segment’s first quarter operating results fell behind the prior year. Results from our ag supply chain businesses were lower with limited trade flows due to market uncertainty. Assets were significantly impacted as basis levels were challenged in our western locations, including those recently acquired as part of the Skyland investment. The nutrient business showed year-over-year improvement with good fertilizer volume and positioning in advance of an expected increase in corn acres.

The portfolio mix of assets, ingredients and merchandising businesses provides a solid foundation to navigate challenging market conditions. Sizeable corn planting intentions are favorable, allowing for higher nutrient volumes as well as providing opportunities for storage and handling at harvest. In addition, lower corn stocks entering the year should allow for merchandising opportunities and good early harvest margins in the last half of 2025.

Total Agribusiness storage space capacity at company-owned or leased grain facilities, including temporary pile storage, was approximately 280 million and 170 million bushels at March 31, 2025 and 2024, respectively. The storage capacity at our nutrient facilities for was evenly split between dry and liquid storage at approximately 1.1 million and 1.0 million tons at March 31, 2025 and 2024, respectively. The increase in both grain and nutrient storage capacity from the same period of the prior year was due to the Skyland acquisition in the fourth quarter of 2024.

Renewables

The Renewables segment's solid first quarter operating results were slightly improved when compared to the prior year. Results from the ethanol production facilities improved year-over-year on efficient operations and higher yields, also benefiting from better year-over-year board crush margins. Plant co-product values were lower, with corn-based feed ingredients competing against an oversupply of alternative protein sources. Ethanol demand is expected to strengthen into the summer with some concerns about cost of inputs. Values of feed ingredient co-products are expected to remain challenged.

Ethanol and related co-products volumes sold were as follows:

(in thousands)

(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.

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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 March 31, 2025, with the three months ended March 31, 2024, including a reconciliation of GAAP to non-GAAP measures:

(in thousands)

(in thousands)

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.

Agribusiness

Operating results for the Agribusiness segment decreased by $7.7 million from the prior year. Sales and merchandising revenues decreased by $68.2 million, and cost of sales and merchandising revenues decreased by $87.2 million for an increased gross profit impact of $19.1 million. Sales and merchandising revenues and cost of sales and merchandising revenues decreased in the Agribusiness segment as a result of reduced commodity prices as the oversupply of commodities in combination with a decision to intentionally pull back on volumes traded in certain international regions. This decrease was partially offset by the acquisition of Skyland which added approximately $165 million of sales and merchandising revenues and approximately $147 million of cost of sales and merchandising revenues. Gross profit increased by $19.1 million from the prior year with $17.2 million of the increase as a result of the Skyland acquisition.

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Operating, administrative, and general expenses increased by $27.6 million from the prior year. Substantially all of the increase was attributable to the newly acquired Skyland business.

Interest expense increased by $6.2 million due to increased borrowings in the acquired Skyland business.

Other income, net increased by $2.5 million as a result of increased patronage income in the acquired Skyland business.

Renewables

Operating results for Renewables decreased by $1.9 million from the same period of prior year. Sales and merchandising revenues increased by $9.0 million, and cost of sales and merchandising revenues increased by $3.6 million compared to prior year. As a result, gross profit increased by $5.5 million. Sales and merchandising revenues and cost of sales and merchandising revenues were level with the same period of prior year as slight increases in both volumes and prices in ethanol were almost fully offset by weakening DDG and renewable diesel feedstocks values. Sales volumes were higher than the prior year for the base ethanol business and decreased modestly in our E-85 and renewable diesel feedstocks products. Substantially all of the $5.5 million increase in gross profit from the prior period can mainly be attributed to improved results in our ethanol plants from firmer crush margins and mark-to-market gains in the quarter which were partially offset by lower DDG values.

Other income, net decreased from the prior year by $3.7 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.

Income Taxes

For the three months ended March 31, 2025, the Company recorded income tax benefit of $2.1 million. The Company's effective tax rate was (65.9)% on income before taxes of $3.2 million. The difference between the 65.9% effective tax rate and the U.S. federal statutory tax rate of 21.0% is primarily attributable to a discrete adjustment of unrecognized tax benefits related to prior period U.S. federal research and development tax credits.

For the three months ended March 31, 2024, the Company recorded an income tax expense of $1.3 million. The Company’s effective tax rate was 9.3% on income before income taxes of $14.0 million. The difference between the 9.3% 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 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 $10.1 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 to be effective January 1, 2024. The impact of Pillar Two legislation in our relevant jurisdictions is immaterial to the Company's 2025 effective tax rate.

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Liquidity and Capital Resources

Working Capital

At March 31, 2025, the Company had working capital of $1,094.4 million, a decrease of $36.2 million from the prior year. This decrease was attributable to changes in the following components of current assets and current liabilities:

(in thousands)

Current assets as of March 31, 2025, increased $314.8 million in comparison to those as of March 31, 2024. The acquisition of Skyland resulted in a $311.3 million increase of current assets from the prior year. The remainder of current assets were consistent with the prior year.

Current liabilities increased $351.0 million from the prior year. The acquisition of Skyland resulted in a $258.2 million increase of current liabilities from the prior year. Excluding the impact of Skyland, current liabilities for the legacy business increased from the prior year due to the timing of current maturities of long-term debt and increased customer prepayments.

Sources and Uses of Cash

(in thousands)

Operating Activities

Operating activities used cash of $350.0 million and $239.6 million in the first three months of 2025 and 2024, respectively. The $110.4 million increase in the amount of cash used in operating activities is mainly due to an unfavorable change of $119.0 million in operating assets and liabilities through the normal course of business. Cash generation excluding working capital changes remains consistent and strong in challenging markets.

Investing Activities

Investing activities used cash of $43.8 million through the first three months of 2025 compared to $22.1 million in the prior period. Cash used in investing activities increased from the prior year mainly due to increased capital spending in the current year. Management expects to invest approximately $175 million to $200 million in property, plant and equipment in 2025.

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Financing Activities

Financing activities provided cash of $50.4 million and used cash of $98.3 million for the three months ended March 31, 2025, and 2024, respectively. This $148.7 million change from the prior year was due to $88.0 million of additional cash proceeds from the Company's short-term credit facilities, a $44.9 million distribution to the noncontrolling interest in the prior year, and the issuance of $14.7 million of long-term debt in the current year.

The Company paid $6.7 million in dividends in the first three months of 2025 compared to $6.5 million paid in the prior period. The Company paid dividends of $0.195 and $0.19 per common share in January of 2025 and 2024, respectively. On February 12, 2025, the Company declared a cash dividend of $0.195 per common share payable on April 22, 2025, to shareholders of record on April 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 March 31, 2025, the Company had $1,935.1 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 March 31, 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 two quarters 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 March 31, 2025, the Company had standby letters of credit outstanding of $3.7 million.

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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 three months ended March 31, 2025.

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 March 31, 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 first 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.

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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.