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Account
The Andersons, Inc.
ANDE
#4295
Rank
$2.43 B
Marketcap
๐บ๐ธ
United States
Country
$71.57
Share price
-2.21%
Change (1 day)
68.36%
Change (1 year)
๐ Agriculture
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Net Assets
Annual Reports (10-K)
The Andersons, Inc.
Quarterly Reports (10-Q)
Financial Year FY2025 Q3
The Andersons, Inc. - 10-Q quarterly report FY2025 Q3
Text size:
Small
Medium
Large
0000821026
FALSE
2025
Q3
December 31
503
454
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
09/30/2025
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
.
Commission file number
000-20557
THE
ANDERSONS, INC.
(Exact name of the registrant as specified in its charter)
Ohio
34-1562374
(State of incorporation or organization)
(I.R.S. Employer Identification No.)
1947 Briarfield Boulevard
Maumee
Ohio
43537
(Address of principal executive offices)
(Zip Code)
(
419
)
893-5050
(Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading Symbol
Name of each exchange on which registered:
Common stock, $0.00 par value, $0.01 stated value
ANDE
The NASDAQ Stock Market LLC
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.
Large accelerated filer
ý
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes
☐
No
ý
The registrant had
33,839,123
common shares outstanding at October 24, 2025.
Table of Contents
THE ANDERSONS, INC.
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations – Three and
Nine
Months Ended
September
30, 2025 and 2024
1
Condensed Consolidated Statements of Comprehensive Income – Three and
Nine
Months Ended
September
30, 2025 and 2024
2
Condensed Consolidated Balance Sheets –
September
30, 2025, December 31, 2024 and
September
30, 2024
3
Condensed Consolidated Statements of Cash Flows –
Nine
Months Ended
September
30, 2025 and 2024
4
Condensed Consolidated Statements of Equity – Three and
Nine
Months Ended
Septem
ber
30, 2025 and 2024
5
Notes to Condensed Consolidated Financial Statements
7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
22
Item 3. Quantitative and Qualitative Disclosures about Market Risk
30
Item 4. Controls and Procedures
30
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
31
Item 1A. Risk Factors
31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
31
Item 5. Other Information
31
Item 6. Exhibits
32
Table of Contents
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 September 30,
Nine months ended September 30,
2025
2024
2025
2024
Sales and merchandising revenues
$
2,677,712
$
2,620,988
$
8,472,679
$
8,134,410
Cost of sales and merchandising revenues
2,506,840
2,443,863
7,990,519
7,653,594
Gross profit
170,872
177,125
482,160
480,816
Operating, administrative and general expenses
172,554
120,494
452,897
356,466
Interest expense, net
10,478
8,361
35,069
21,494
Other income, net
38,003
13,922
59,697
30,651
Income before income taxes
25,843
62,192
53,891
133,507
Income tax (benefit) provision
(
228
)
10,731
5,682
16,911
Net income
26,071
51,461
48,209
116,596
Net income attributable to noncontrolling interests
5,933
24,096
19,930
47,674
Net income attributable to The Andersons, Inc.
$
20,138
$
27,365
$
28,279
$
68,922
Average number of shares outstanding - basic
34,010
34,069
34,102
34,020
Average number of share outstanding - diluted
34,184
34,358
34,280
34,321
Earnings per share attributable to The Andersons, Inc. common shareholders:
Basic earnings per share attributable to The Andersons, Inc. common shareholders
$
0.59
$
0.80
$
0.83
$
2.03
Diluted earnings per share attributable to The Andersons, Inc. common shareholders
$
0.59
$
0.80
$
0.82
$
2.01
See Notes to Condensed Consolidated Financial Statements
The Andersons, Inc. | Q3 2025 Form 10-Q | 1
Table of Contents
The Andersons, Inc.
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands)
Three months ended September 30,
Nine months ended September 30,
2025
2024
2025
2024
Net income
$
26,071
$
51,461
$
48,209
$
116,596
Other comprehensive loss, net of tax:
Pension and other postretirement benefit plan adjustments
839
(
222
)
467
(
572
)
Foreign currency translation adjustments
(
3,212
)
3,792
7,452
(
1,091
)
Cash flow hedge activity
(
1,244
)
(
9,375
)
(
9,787
)
(
5,826
)
Other comprehensive loss
(
3,617
)
(
5,805
)
(
1,868
)
(
7,489
)
Comprehensive income
22,454
45,656
46,341
109,107
Net income attributable to noncontrolling interest
5,933
24,096
19,930
47,674
Cash flow hedge activity attributable to noncontrolling interest
7
—
271
—
Comprehensive income attributable to noncontrolling interest
5,940
24,096
20,201
47,674
Comprehensive income attributable to The Andersons, Inc.
$
16,514
$
21,560
$
26,140
$
61,433
See Notes to Condensed Consolidated Financial Statements
The Andersons, Inc. | Q3 2025 Form 10-Q | 2
Table of Contents
The Andersons, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands)
September 30,
2025
December 31,
2024
September 30,
2024
Assets
Current assets:
Cash and cash equivalents
$
81,630
$
561,771
$
454,065
Accounts receivable, net
715,761
764,550
756,618
Inventories
899,278
1,286,811
884,339
Commodity derivative assets – current
154,449
148,801
122,326
Other current assets
110,045
88,344
113,726
Total current assets
1,961,163
2,850,277
2,331,074
Property, plant and equipment, net
905,761
868,151
709,951
Other assets, net
430,035
402,886
347,273
Total assets
$
3,296,959
$
4,121,314
$
3,388,298
Liabilities and equity
Current liabilities:
Short-term debt
$
141,356
$
166,614
$
14,716
Trade and other payables
782,683
1,047,436
774,347
Customer prepayments and deferred revenue
71,989
194,025
67,899
Commodity derivative liabilities – current
68,618
59,766
85,640
Current maturities of long-term debt
63,888
36,139
27,727
Accrued expenses and other current liabilities
201,939
227,192
207,543
Total current liabilities
1,330,473
1,731,172
1,177,872
Long-term debt, less current maturities
569,052
608,151
542,564
Other long-term liabilities
174,417
182,155
144,855
Total liabilities
2,073,942
2,521,478
1,865,291
Commitments and contingencies (
Note 9
)
Shareholders’ equity:
Common shares, without par value (
63,000
shares authorized and
34,211
,
34,083
and
34,083
shares issued at 9/30/2025, 12/31/2024 and 9/30/2024, respectively)
144
142
142
Preferred shares, without par value (
1,000
shares authorized;
none
issued)
—
—
—
Additional paid-in-capital
205,661
385,609
382,009
Treasury shares, at cost (
372
,
70
and
12
shares at 9/30/2025, 12/31/2024 and 9/30/2024, respectively)
(
14,131
)
(
2,860
)
(
572
)
Accumulated other comprehensive income
10,717
12,585
15,376
Retained earnings
978,717
970,710
932,215
Total shareholders’ equity of The Andersons, Inc.
1,181,108
1,366,186
1,329,170
Noncontrolling interests
41,909
233,650
193,837
Total equity
1,223,017
1,599,836
1,523,007
Total liabilities and equity
$
3,296,959
$
4,121,314
$
3,388,298
See Notes to Condensed Consolidated Financial Statements
The Andersons, Inc. | Q3 2025 Form 10-Q | 3
Table of Contents
The Andersons, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
Nine months ended September 30,
2025
2024
Operating Activities
Net income
$
48,209
$
116,596
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization
100,058
91,626
Other
20,054
15,146
Changes in operating assets and liabilities:
Accounts receivable
42,850
3,498
Inventories
391,784
278,947
Commodity derivatives
2,541
49,327
Other current and non-current assets
(
16,914
)
(
59,376
)
Payables and other current and non-current liabilities
(
405,399
)
(
433,069
)
Net cash provided by operating activities
183,183
62,695
Investing Activities
Purchases of property, plant and equipment and capitalized software
(
162,210
)
(
93,230
)
Insurance proceeds
26,187
9,219
Other
8,723
(
6,581
)
Net cash used in investing activities
(
127,300
)
(
90,592
)
Financing Activities
Net payments under short-term lines of credit
(
27,709
)
(
27,054
)
Proceeds from issuance of long-term debt
14,700
—
Payments of long-term debt
(
26,519
)
(
20,649
)
Purchase of noncontrolling interest in a consolidated subsidiary
(
425,000
)
—
Dividends paid
(
19,894
)
(
19,466
)
Value of shares withheld for taxes
(
4,011
)
(
8,101
)
Common stock repurchased
(
15,366
)
—
Distributions to noncontrolling interest owner
(
33,657
)
(
87,325
)
Other
(
521
)
—
Net cash used in financing activities
(
537,977
)
(
162,595
)
Effect of exchange rates on cash and cash equivalents
1,953
703
Decrease in cash and cash equivalents
(
480,141
)
(
189,789
)
Cash and cash equivalents at beginning of period
561,771
643,854
Cash and cash equivalents at end of period
$
81,630
$
454,065
See Notes to Condensed Consolidated Financial Statements
The Andersons, Inc. | Q3 2025 Form 10-Q | 4
Table of Contents
The Andersons, Inc.
Condensed Consolidated Statements of Equity (Unaudited)
(In thousands, except per share data)
Three Months Ended
Common
Shares
Additional
Paid-in
Capital
Treasury
Shares
Accumulated
Other
Comprehensive Income
Retained
Earnings
Noncontrolling
Interests
Total
Balance at June 30, 2024
$
142
$
378,453
$
(
631
)
$
21,181
$
911,455
$
209,661
$
1,520,261
Net income
27,365
24,096
51,461
Other comprehensive loss
(
2,383
)
(
2,383
)
Amounts reclassified from accumulated other comprehensive income
(
3,422
)
(
3,422
)
Distributions to noncontrolling interests
(
39,920
)
(
39,920
)
Stock awards issued to employees and directors, net of income tax of $
0
(
1
share)
3,556
58
3,614
Dividends declared ($
0.190
per common share)
(
6,472
)
(
6,472
)
Stock award dividend equivalents
1
(
133
)
(
132
)
Balance at September 30, 2024
$
142
$
382,009
$
(
572
)
$
15,376
$
932,215
$
193,837
$
1,523,007
Balance at June 30, 2025
$
144
$
384,654
$
—
$
14,334
$
965,277
$
246,101
$
1,610,510
Net income
20,138
5,933
26,071
Other comprehensive loss
(
2,757
)
(
2,757
)
Amounts reclassified from accumulated other comprehensive income
(
860
)
(
860
)
Distributions to noncontrolling interests
(
32,111
)
(
32,111
)
Purchase of noncontrolling interest in a consolidated subsidiary
(
188,092
)
(
178,014
)
(
366,106
)
Stock awards issued to employees and directors, net of income tax of $
0
(
1
share)
9,090
51
9,141
Purchase of treasury shares (
373
shares)
(
14,182
)
(
14,182
)
Dividends declared ($
0.195
per common share)
(
6,598
)
(
6,598
)
Stock award dividend equivalents
9
(
100
)
(
91
)
Balance at September 30, 2025
$
144
$
205,661
$
(
14,131
)
$
10,717
$
978,717
$
41,909
$
1,223,017
The Andersons, Inc. | Q3 2025 Form 10-Q | 5
Table of Contents
Nine Months Ended
Common
Shares
Additional
Paid-in
Capital
Treasury
Shares
Accumulated
Other
Comprehensive Income
Retained
Earnings
Noncontrolling
Interests
Total
Balance at December 31, 2023
$
142
$
387,210
$
(
10,261
)
$
22,865
$
882,943
$
233,488
$
1,516,387
Net income
68,922
47,674
116,596
Other comprehensive income
3,545
3,545
Amounts reclassified from Accumulated other comprehensive income
(
11,034
)
(
11,034
)
Distributions to noncontrolling interests
(
87,325
)
(
87,325
)
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $
0
(
257
shares)
(
5,909
)
9,627
3,718
Dividends declared ($
0.57
per common share)
(
19,416
)
(
19,416
)
Stock award dividend equivalents
708
62
(
234
)
536
Balance at September 30, 2024
$
142
$
382,009
$
(
572
)
$
15,376
$
932,215
$
193,837
$
1,523,007
Balance at December 31, 2024
$
142
$
385,609
$
(
2,860
)
$
12,585
$
970,710
$
233,650
$
1,599,836
Net income
28,279
19,930
48,209
Other comprehensive income
3,571
3,571
Amounts reclassified from Accumulated other comprehensive income
(
5,439
)
(
5,439
)
Distributions to noncontrolling interests
(
33,657
)
(
33,657
)
Purchase of noncontrolling interest in a consolidated subsidiary
(
188,092
)
(
178,014
)
(
366,106
)
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $
0
(
101
shares)
2
7,652
4,094
11,748
Purchase of treasury shares (
403
shares)
(
15,366
)
(
15,366
)
Dividends declared ($
0.585
per common share)
(
19,935
)
(
19,935
)
Stock award dividend equivalents
492
1
(
337
)
156
Balance at September 30, 2025
$
144
$
205,661
$
(
14,131
)
$
10,717
$
978,717
$
41,909
$
1,223,017
See Notes to Condensed Consolidated Financial Statements
The Andersons, Inc. | Q3 2025 Form 10-Q | 6
Table of Contents
The Andersons, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1.
Basis of Presentation and Recently Issued Accounting Standards
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission (the “SEC”) in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of The Andersons, Inc. and its wholly owned and controlled subsidiaries (the “Company”). In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of financial position, results of operations and cash flows for the periods indicated. All intercompany accounts and transactions have been eliminated in consolidation.
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 September 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”).
The Andersons Marathon Holdings LLC ("TAMH") Equity Acquisition
On July 31, 2025, the Company finalized a unit purchase agreement with MPC Investment LLC ("Marathon") to acquire the remaining
49.9
% ownership interest in TAMH for cash consideration of $
425.0
million.
TAMH is comprised of
four
ethanol production facilities located in Iowa, Indiana, Michigan, and Ohio, with a combined annual production of approximately
500
million gallons. Prior to this transaction, the Company owned a
50.1
% interest in TAMH and managed the facilities under a management agreement, providing services such as corn origination, ethanol marketing, and risk management.
TAMH had previously been classified as the Company’s sole Variable Interest Entity ("VIE"), with the Company identified as the primary beneficiary. As a result, TAMH’s financial results were already consolidated in the Company’s financial statements. Since the entity was previously consolidated, no additional net assets were acquired in the transaction. Accordingly, the acquisition was treated as an equity transaction, impacting Additional paid-in capital, Noncontrolling interests, and Deferred income taxes on the Company’s Condensed Consolidated Balance Sheets.
Following the closing of the transaction, the Company now owns
100
% of TAMH. The entity was renamed The Andersons Renewables, LLC and is no longer considered a VIE. Additionally, Marathon, which had been the primary counterparty in related party transactions, is no longer classified as a related party. Any remaining related party activity is considered de minimis.
The Andersons, Inc. | Q3 2025 Form 10-Q | 7
Table of Contents
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 a material 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)
September 30,
2025
December 31,
2024
September 30,
2024
Grain and other agricultural products (a)
$
607,272
$
951,283
$
648,808
Energy inventories (a)
14,203
17,381
13,688
Ethanol and co-products (a)
83,882
109,528
80,577
Nutrients and cob products
193,921
208,619
141,266
Total inventories
$
899,278
$
1,286,811
$
884,339
(a) Includes RMI of $
630.8
million, $
944.5
million, and $
639.7
million at September 30, 2025, December 31, 2024, and September 30, 2024, respectively.
The Andersons, Inc. | Q3 2025 Form 10-Q | 8
Table of Contents
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)
September 30, 2025
December 31, 2024
September 30, 2024
Cash collateral paid
$
20,457
$
39,025
$
49,341
Fair value of derivatives
28,848
8,696
(
10,199
)
Net derivative asset position
$
49,305
$
47,721
$
39,142
The Andersons, Inc. | Q3 2025 Form 10-Q | 9
Table of Contents
The following table presents, on a gross basis, current and non-current commodity derivative assets and liabilities:
September 30, 2025
(in thousands)
Commodity Derivative Assets - Current
Commodity Derivative Assets - Noncurrent
Commodity Derivative Liabilities - Current
Commodity Derivative Liabilities - Noncurrent
Total
Commodity derivative assets
$
178,243
$
2,712
$
6,723
$
67
$
187,745
Commodity derivative liabilities
(
44,251
)
(
55
)
(
75,341
)
(
450
)
(
120,097
)
Cash collateral paid
20,457
—
—
—
20,457
Balance sheet line item totals
$
154,449
$
2,657
$
(
68,618
)
$
(
383
)
$
88,105
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
$
165,038
$
1,441
$
10,158
$
28
$
176,665
Commodity derivative liabilities
(
55,262
)
(
28
)
(
69,924
)
(
425
)
(
125,639
)
Cash collateral paid
39,025
—
—
—
39,025
Balance sheet line item totals
$
148,801
$
1,413
$
(
59,766
)
$
(
397
)
$
90,051
September 30, 2024
(in thousands)
Commodity Derivative Assets - Current
Commodity Derivative Assets - Noncurrent
Commodity Derivative Liabilities - Current
Commodity Derivative Liabilities - Noncurrent
Total
Commodity derivative assets
$
154,042
$
3,656
$
11,207
$
219
$
169,124
Commodity derivative liabilities
(
81,057
)
(
96
)
(
96,847
)
(
1,916
)
(
179,916
)
Cash collateral paid
49,341
—
—
—
49,341
Balance sheet line item totals
$
122,326
$
3,560
$
(
85,640
)
$
(
1,697
)
$
38,549
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 September 30,
Nine months ended September 30,
(in thousands)
2025
2024
2025
2024
Gains (losses) on commodity derivatives included in Cost of sales and merchandising revenues
$
2,123
$
(
87,774
)
$
16,621
$
(
74,600
)
The Andersons, Inc. | Q3 2025 Form 10-Q | 10
Table of Contents
The Company's volumes of commodity derivative contracts outstanding (on a gross basis) are as follows:
September 30, 2025
December 31, 2024
September 30, 2024
(in thousands)
Non-exchange Traded
Exchange Traded
Non-exchange Traded
Exchange Traded
Non-exchange Traded
Exchange Traded
Metric Tons:
Corn
13,259
5,255
15,423
5,456
14,295
4,718
Soybeans
1,043
1,394
886
637
1,544
1,139
Wheat
2,338
3,129
2,409
3,365
2,172
2,640
Oats
428
31
313
5
404
17
Other
2,578
1,142
3,058
402
3,371
1,299
Total metric tons
19,646
10,951
22,089
9,865
21,786
9,813
Gallons:
Ethanol
226,718
148,932
280,999
99,162
305,865
71,736
Propane
—
59,934
—
118,986
—
84,798
Other
84,891
3,315
53,020
1,440
83,847
2,016
Total gallons
311,609
212,181
334,019
219,588
389,712
158,550
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 fair value of interest rate derivatives are as follows:
(in thousands)
September 30, 2025
December 31, 2024
September 30, 2024
Derivatives designated as hedging instruments
Interest rate contracts included in Other current assets
$
5,158
$
6,761
$
6,000
Interest rate contracts included in Other assets
12,577
22,723
14,281
Interest rate contracts included in Other long-term liabilities
(
1,218
)
(
301
)
—
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 September 30,
Nine months ended September 30,
(in thousands)
2025
2024
2025
2024
Derivatives designated as hedging instruments
Interest rate derivative losses included in Other comprehensive income
$
(
1,646
)
$
(
12,477
)
$
(
12,616
)
$
(
7,754
)
Interest rate derivative gains included in Interest expense, net
2,098
3,194
6,249
9,782
Interest rate derivative gains included in Other income, net
—
—
—
568
The Andersons, Inc. | Q3 2025 Form 10-Q | 11
Table of Contents
Outstanding interest rate derivatives, as of September 30, 2025, are as follows:
Interest Rate Hedging Instrument
Year Entered
Year of Maturity
Notional Amount
(in millions)
Description
Interest Rate
Swap
2019
2025
$
41.4
Interest rate component of debt - accounted for as a hedge
2.4
%
Swap
2019
2025
$
82.8
Interest rate component of debt - accounted for as a hedge
2.3
%
Swap
2019
2025
$
41.4
Interest rate component of debt - accounted for as a hedge
2.4
%
Swap
2020
2030
$
50.0
Interest rate component of debt - accounted for as a hedge
0.7
%
Swap
2020
2030
$
50.0
Interest rate component of debt - accounted for as a hedge
0.8
%
Swap
2022
2028
$
15.0
Interest rate component of debt - accounted for as a hedge
3.3
%
Swap
2022
2029
$
100.0
Interest rate component of debt - accounted for as a hedge
2.0
%
Swap
2022
2029
$
50.0
Interest rate component of debt - accounted for as a hedge
2.4
%
Swap
2023
2031
$
50.0
Interest rate component of debt - accounted for as a hedge
2.9
%
Swap
2024
2029
$
35.0
Interest rate component of debt - accounted for as a hedge
4.2
%
Swap
2025
2026
$
50.0
Interest rate component of debt - accounted for as a hedge
3.5
%
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 September 30,
Nine months ended September 30,
(in thousands)
2025
2024
2025
2024
Specialty and primary nutrients
$
137,129
$
99,855
$
678,385
$
555,303
Premium ingredients
66,874
66,960
196,980
267,055
Propane and fuels
43,475
34,181
178,999
139,396
Other
48,280
30,921
147,190
104,100
Total
$
295,758
$
231,917
$
1,201,554
$
1,065,854
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. | Q3 2025 Form 10-Q | 12
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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 $
21.0
million and $
24.8
million as of September 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 as the Company fulfills its contract obligations through the application season, which is the reason that contract liabilities were lower at September 30, 2025, when compared to December 31, 2024.
5.
Income Taxes
Three months ended September 30,
Nine months ended September 30,
(in thousands)
2025
2024
2025
2024
Income before income taxes
$
25,843
$
62,192
$
53,891
$
133,507
Income tax (benefit) provision
(
228
)
10,731
5,682
16,911
Effective tax rate
(
0.9
)
%
17.3
%
10.5
%
12.7
%
The difference between the
(
0.9
)% effective tax rate and the U.S. federal statutory rate of 21.0% for the three months ended September 30, 2025, is primarily attributable to nontaxable clean fuel production credits and the reversal of certain
unrecognized tax benefits offset by state and local taxes, nondeductible compensation, and valuation allowances on losses in
foreign tax jurisdictions.
The difference between the
17.3
% effective tax rate and the U.S. federal statutory tax rate of 21.0% for the three months ended September 30, 2024, was primarily attributable to the tax impact of noncontrolling interest and federal tax credits offset by state and local income taxes, tax impacts of foreign operations, nondeductible compensation, and changes in other discrete
tax adjustments.
The difference between the
10.5
% effective tax rate and the U.S. federal statutory tax rate of 21.0% for the nine months ended September 30, 2025 was primarily attributable to the tax impact of noncontrolling interest, nontaxable clean fuel production credits and the reversal of certain unrecognized tax benefits offset by state and local taxes, nondeductible compensation, and valuation allowances on losses in foreign tax jurisdictions.
The difference between the
12.7
% effective tax rate and the U.S. federal statutory tax rate of 21.0% for the nine months ended September 30, 2024, was primarily attributable to the tax impact of noncontrolling interest, federal tax credits, stock based compensation, and the reversal of certain unrecognized tax benefits offset by state and local income taxes, tax impacts of foreign operations and nondeductible compensation.
The Andersons, Inc. | Q3 2025 Form 10-Q | 13
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6.
Accumulated Other Comprehensive Income
The following table summarizes the changes in accumulated other comprehensive income ("AOCI") attributable to the Company:
Three months ended September 30,
Nine months ended September 30,
(in thousands)
2025
2024
2025
2024
Currency Translation Adjustment
Beginning balance
$
(
2,805
)
$
(
7,464
)
$
(
13,469
)
$
(
2,581
)
Other comprehensive (loss) income before reclassifications
(
3,212
)
3,792
7,452
(
1,091
)
Tax effect
—
—
—
—
Other comprehensive (loss) income, net of tax
(
3,212
)
3,792
7,452
(
1,091
)
Ending balance
$
(
6,017
)
$
(
3,672
)
$
(
6,017
)
$
(
3,672
)
Hedging Adjustment
Beginning balance
$
13,028
$
24,534
$
21,571
$
20,985
Other comprehensive income (loss) before reclassifications
452
(
9,283
)
(
6,367
)
2,596
Amounts reclassified from AOCI (a)
(
2,098
)
(
3,194
)
(
6,249
)
(
10,350
)
Tax effect (c)
402
3,102
2,829
1,928
Other comprehensive loss, net of tax
(
1,244
)
(
9,375
)
(
9,787
)
(
5,826
)
Ending balance
$
11,784
$
15,159
$
11,784
$
15,159
Pension and Other Postretirement Adjustment
Beginning balance
$
3,853
$
3,853
$
4,225
$
4,203
Other comprehensive loss before reclassifications
(
93
)
(
59
)
(
1,582
)
(
49
)
Amounts reclassified from AOCI (b)
1,238
(
228
)
810
(
684
)
Tax effect (c)
(
306
)
65
1,239
161
Other comprehensive income (loss), net of tax
839
(
222
)
467
(
572
)
Ending balance
$
4,692
$
3,631
$
4,692
$
3,631
Investments in Convertible Preferred Securities Adjustment
Ending balance
$
258
$
258
$
258
$
258
Total AOCI Ending Balance
$
10,717
$
15,376
$
10,717
$
15,376
(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 income (loss) component is included in the computation of net periodic benefit cost recorded in Operating, administrative and general expenses. This includes a one-time, pre-tax settlement charge of $
1.5
million related to the settlement of the Company's Supplemental Retirement Pension Plan during the third quarter of 2025, which leaves the Company's other postretirement benefit health care plan as the only plan remaining.
(c)
The Company utilizes the aggregate approach for releasing disproportionate income tax effects in AOCI.
The Andersons, Inc. | Q3 2025 Form 10-Q | 14
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7.
Fair Value Measurements
The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis:
(in thousands)
September 30, 2025
Assets (liabilities)
Level 1
Level 2
Level 3
Total
Commodity derivatives, net (a)
$
49,305
$
38,800
$
—
$
88,105
Provisionally priced contracts (b)
(
38,570
)
(
33,131
)
—
(
71,701
)
Convertible preferred securities (c)
—
—
18,190
18,190
Other assets and liabilities (d)
8,566
16,517
—
25,083
Total
$
19,301
$
22,186
$
18,190
$
59,677
(in thousands)
December 31, 2024
Assets (liabilities)
Level 1
Level 2
Level 3
Total
Commodity derivatives, net (a)
$
47,721
$
42,330
$
—
$
90,051
Provisionally priced contracts (b)
(
12,203
)
(
45,017
)
—
(
57,220
)
Convertible preferred securities (c)
—
—
14,190
14,190
Other assets and liabilities (d)
2,711
29,183
—
31,894
Total
$
38,229
$
26,496
$
14,190
$
78,915
(in thousands)
September 30, 2024
Assets (liabilities)
Level 1
Level 2
Level 3
Total
Commodity derivatives, net (a)
$
39,142
$
(
593
)
$
—
$
38,549
Provisionally priced contracts (b)
(
24,870
)
(
29,944
)
—
(
54,814
)
Convertible preferred securities (c)
—
—
15,725
15,725
Other assets and liabilities (d)
6,226
20,281
—
26,507
Total
$
20,498
$
(
10,256
)
$
15,725
$
25,967
(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.
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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.
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 on 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
$
14,190
$
15,625
Purchases of additional investments
4,000
100
Assets at September 30,
$
18,190
$
15,725
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)
September 30, 2025
December 31, 2024
September 30, 2024
Valuation Method
Unobservable Input
Weighted Average
Convertible preferred securities (a)
$
18,190
$
14,190
$
15,725
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 September 30, 2025, December 31, 2024, or September 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 September 30, 2025, December 31, 2024, and September 30, 2024, the estimated fair value of long-term debt, including the current portion, was $
628.5
million, $
635.4
million, and $
567.5
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.
The Andersons, Inc. | Q3 2025 Form 10-Q | 16
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8.
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 of plant nutrient products. The Renewables segment produces and sells ethanol and co-products, while also managing a merchandising portfolio that includes ethanol, ethanol co-products, and renewable feedstocks. Other includes corporate income and expenses, costs for shared support functions that support the operating segments, and various 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 September 30, 2025
Three months ended September 30, 2024
(in thousands)
Agribusiness
Renewables
Total
Agribusiness
Renewables
Total
Sales and merchandising revenues
$
1,988,907
$
688,805
$
2,677,712
$
1,876,042
$
744,946
$
2,620,988
Cost of sales and merchandising revenues
1,861,997
644,843
2,506,840
1,756,697
687,166
2,443,863
Operating, administrative and general expenses
135,891
16,454
152,345
100,360
8,895
109,255
Interest expense
9,111
1,678
10,789
8,251
705
8,956
Other income, net
(a)
19,558
17,657
37,215
12,032
1,771
13,803
Segment income
$
1,466
$
43,487
$
44,953
$
22,766
$
49,951
$
72,717
less: Corporate expenses
19,110
10,525
Income before income taxes
$
25,843
$
62,192
(a) Other income, net for each reportable segment includes:
Agribusiness - property insurance recoveries, interest income, patronage income, amongst other items.
Renewables - clean fuel production credits, interest income, patronage income, amongst other items
The Andersons, Inc. | Q3 2025 Form 10-Q | 17
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Nine months ended September 30, 2025
Nine months ended September 30, 2024
(in thousands)
Agribusiness
Renewables
Total
Agribusiness
Renewables
Total
Sales and merchandising revenues
$
6,397,021
$
2,075,658
$
8,472,679
$
6,046,832
$
2,087,578
$
8,134,410
Cost of sales and merchandising revenues
6,019,451
1,971,068
7,990,519
5,699,925
1,953,669
7,653,594
Operating, administrative and general expenses
374,392
35,188
409,580
295,187
25,718
320,905
Interest expense
33,268
3,101
36,369
20,980
2,158
23,138
Other income, net
(a)
40,779
19,491
60,270
23,146
7,707
30,853
Segment income
$
10,689
$
85,792
$
96,481
$
53,886
$
113,740
$
167,626
less: Corporate expenses
42,590
34,119
Income before income taxes
$
53,891
$
133,507
(a) Other income, net for each reportable segment includes:
Agribusiness - property insurance recoveries, interest income, patronage income, amongst other items.
Renewables - interest income, patronage income, a gain on the deconsolidation of the ELEMENT joint venture, amongst other items
Three months ended September 30, 2025
Three months ended September 30, 2024
(in thousands)
Agribusiness
Renewables
Other
Total
Agribusiness
Renewables
Other
Total
Depreciation and amortization
(a)
$
19,941
$
12,096
$
610
$
32,647
$
17,522
$
11,942
$
944
$
30,408
Purchases of property, plant and equipment and capitalized software
50,915
12,168
3,751
66,834
20,753
16,278
810
37,841
Interest income
(b)
1,536
360
—
1,896
6,609
1,532
—
8,141
(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.
Nine months ended September 30, 2025
Nine months ended September 30, 2024
(in thousands)
Agribusiness
Renewables
Other
Total
Agribusiness
Renewables
Other
Total
Depreciation and amortization
(a)
$
62,025
$
36,005
$
2,028
$
100,058
$
51,849
$
35,626
$
4,151
$
91,626
Purchases of property, plant and equipment and capitalized software
125,068
32,904
4,238
162,210
51,427
38,774
3,029
93,230
Interest income
(b)
4,795
1,691
11
6,497
12,344
4,191
—
16,535
(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)
September 30,
2025
December 31,
2024
September 30,
2024
Identifiable assets
Agribusiness
$
2,019,163
$
2,778,025
$
2,182,802
Renewables
597,605
680,546
692,189
Other
680,191
662,743
513,307
Total assets
$
3,296,959
$
4,121,314
$
3,388,298
The Andersons, Inc. | Q3 2025 Form 10-Q | 18
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Three months ended September 30,
Nine months ended September 30,
(in thousands)
2025
2024
2025
2024
Revenues from external customers by geographic region
United States
$
1,925,074
$
1,862,383
$
6,483,366
$
5,920,605
Canada
117,812
107,481
387,228
366,200
Mexico
105,234
137,992
263,706
295,325
Other
529,592
513,132
1,338,379
1,552,280
Total
$
2,677,712
$
2,620,988
$
8,472,679
$
8,134,410
Substantially all of the Company's long-lived assets are located within the United States. The Company had approximately $
46.9
million, $
45.8
million, and $
34.8
million of long-lived assets in other countries at September 30, 2025, December 31, 2024, and September 30, 2024, respectively, with substantially all of the foreign long-lived assets located within Canada for all periods presented.
9.
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.
10.
Other Income, net
The following table sets forth the items in Other income, net within the Condensed Consolidated Statements of Operations:
Three months ended September 30,
Nine months ended September 30,
(in thousands)
2025
2024
2025
2024
Property insurance recoveries
$
12,426
$
5,204
$
25,056
$
5,204
Clean fuel production credits
20,189
—
20,189
—
Interest income
1,896
8,141
6,497
16,535
Patronage income
—
—
6,616
3,406
Gain on deconsolidation of joint venture
—
—
—
3,117
Other
3,492
577
1,339
2,389
Total
$
38,003
$
13,922
$
59,697
$
30,651
Individually significant items included in the table above are:
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. In 2024, substantially all property insurance recoveries were related to a grain bin collapse at an Indiana grain facility in a prior year.
The Andersons, Inc. | Q3 2025 Form 10-Q | 19
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Clean fuel production credits
-
The Inflation Reduction Act, enacted on August 16, 2022, introduced Section 45Z of the Internal Revenue Code, offering clean fuel production credits to incentivize low-carbon fuel production starting January 1, 2025. This replaces previous fuel-related credits and supports efforts to reduce greenhouse gas emissions, strengthen energy security, and boost rural economies. On July 4, 2025, the credit was extended through 2029 under the One Big Beautiful Bill Act ("OBBBA"). Eligible producers of clean transportation fuels can receive up to $1 per gallon. The credit is indexed annually for inflation, and eligibility is based on lifecycle emissions, production location, and sales to unrelated parties.
The Company accounts for clean fuel production credits under Section 45Z in accordance with IAS 20,
Accounting for Government Grants and Disclosure of Government Assistance
. Credits are recognized as fuel is produced and sold to eligible parties, based on the applicable credit amount per gallon, and are subsequently adjusted to reflect their estimated fair value. These credits are recorded within Other current assets caption on the Condensed Consolidated Balance Sheets, as Other income, net within the Condensed Consolidated Statements of Operations, and as an operating activity within the Condensed Consolidated Statement of Cash Flows.
For the three and nine months ended September 30, 2025, the Company recognized $
20.2
million of Section 45Z credits once there was reasonable assurance the conditions of the year-to-date credit conditions were satisfied. The Company intends to apply these credits to reduce its income tax liability and monetize any remaining credits through sales to third parties.
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.
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.
11.
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 Andersons, Inc. | Q3 2025 Form 10-Q | 20
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The purchase price allocation was finalized in the second quarter of 2025. The summarized purchase price allocation is as follows:
(in thousands)
Cash consideration paid
$
85,000
Total purchase price consideration
85,000
Cash and cash equivalents
$
65,388
Accounts receivable
47,963
Notes receivable
2,868
Inventories
220,547
Other current assets
21,396
Right of use assets
19,250
Other assets, net
1,334
Investments
12,932
Property, plant and equipment, net
131,498
523,176
Trade and other payables
74,528
Short-term debt
218,989
Current maturities of long-term debt
11,247
Accrued expense and other current liabilities
14,099
Other liabilities
14,992
Long-term debt
58,552
392,407
Noncontrolling interest
45,769
Net assets acquired
$
85,000
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.
If the Skyland acquisition was effective January 1, 2024, the Company's pro forma net sales and net income for the nine months ended September 30, 2024 were $
8,674.2
million and $
113.2
million, respectively. Pro forma net income was also adjusted to account for the tax effects of the pro forma adjustments noted above using a blended federal, state, and local tax rate of
25
%. Pro forma financial information is not necessarily indicative of the Company's actual results of operations if the acquisition had been completed at the date indicated, nor is it necessarily an indication of future operating results. Amounts do not include any operating efficiencies or cost savings that the Company believes are achievable.
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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 third 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 September 30, 2025.
Agribusiness
The Agribusiness segment’s third quarter operating results fell behind the prior year. Trade policy uncertainty, along with ongoing low prices and volatility, led to reduced gross profit in our grain assets and merchandising businesses (excluding Skyland). Lower margins across our assets and merchandising footprint and lower put through volumes at our assets contributed to this decline compared to the third quarter of 2024. Wheat harvest was completed during the quarter with higher-than-expected volumes, allowing our elevators in both the eastern and western grain belts to accumulate bushels at favorable basis values.
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Fall harvest kicked off in the third quarter and is continuing to progress with yields varying across the country. With a large harvest and low market prices, feed and end-use customers continue to limit their purchasing to immediate needs. We expect elevation margins and merchandising opportunities to increase in the fourth quarter. Our balanced asset and merchandising portfolio enable opportunities in various market conditions, including this current period of higher supply with limited volatility.
The third quarter nutrient business saw increased margins and higher year-over-year volumes in this seasonally slow quarter. Fourth quarter farmer fertilizer sales and applications, weather permitting, should realize higher margins but may see reduced demand due to low grain prices.
Total Agribusiness grain storage capacity at company-owned or leased grain facilities, including temporary pile storage, was approximately 275 million and 170 million bushels at September 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 with a total capacity of approximately one million tons at September 30, 2025 and 2024.
Renewables
The Renewables segment's third quarter operating results improved from the prior year as results include two months of full ownership of the ethanol plants and the recording of year-to-date 2025 45Z tax credits of $20.2 million. The ethanol plants continue to run efficiently, resulting in slightly higher year-over-year yields and gallons produced. Lower board crush, higher corn basis, and increased natural gas costs contributed to lower overall margins. Plant co-product contribution improved with higher distillers corn oil prices, partially offset by declines in values of dried distillers grain. The impact of full ownership of the plants added pretax earnings of approximately $12 million, or $0.28 per share, to the quarter's results.
Strong ethanol demand, including exports, and an expected reduction in corn costs post-harvest should provide support for ethanol values. Under current law, 45Z tax credits remain in effect through 2029, providing continued policy support for renewable fuels and future growth opportunities at our plants. One such opportunity is at our Clymers, Indiana, facility, where a Class VI well permit for our completed test well is currently progressing through the EPA’s approval process. Once approved, this facility will be eligible to sequester carbon on-site, decreasing our carbon intensity score even further.
Ethanol and related co-products volumes sold were as follows:
Three months ended September 30,
Nine months ended September 30,
(in thousands)
2025
2024
2025
2024
Ethanol (gallons)
182,469
212,336
620,711
585,213
E-85 (gallons)
12,682
12,142
32,692
37,927
Renewable feedstocks (pounds) (a)
348,252
415,505
1,047,043
1,191,077
DDG (tons) (b)
490
636
1,628
1,737
(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 8, Segment Information.
Comparison of the three months ended September 30, 2025, with the three months ended September 30, 2024, including a reconciliation of GAAP to non-GAAP measures:
Three months ended September 30, 2025
(in thousands)
Agribusiness
Renewables
Other
Total
Sales and merchandising revenues
$
1,988,907
$
688,805
$
—
$
2,677,712
Cost of sales and merchandising revenues
1,861,997
644,843
—
2,506,840
Gross profit
126,910
43,962
—
170,872
Operating, administrative and general expenses
135,891
16,454
20,209
172,554
Interest expense (income), net
9,111
1,678
(311)
10,478
Other income, net
19,558
17,657
788
38,003
Income (loss) before income taxes
$
1,466
$
43,487
$
(19,110)
$
25,843
(Loss) income before income taxes attributable to the noncontrolling interests
(582)
6,515
—
5,933
Non-GAAP Income (loss) before income taxes attributable to the Company
$
2,048
$
36,972
$
(19,110)
$
19,910
Three months ended September 30, 2024
(in thousands)
Agribusiness
Renewables
Other
Total
Sales and merchandising revenues
$
1,876,042
$
744,946
$
—
$
2,620,988
Cost of sales and merchandising revenues
1,756,697
687,166
—
2,443,863
Gross profit
119,345
57,780
—
177,125
Operating, administrative and general expenses
100,360
8,895
11,239
120,494
Interest expense (income), net
8,251
705
(595)
8,361
Other income, net
12,032
1,771
119
13,922
Income (loss) before income taxes
$
22,766
$
49,951
$
(10,525)
$
62,192
Income before income taxes attributable to the noncontrolling interests
—
24,096
—
24,096
Non-GAAP Income (loss) before income taxes attributable to the Company
$
22,766
$
25,855
$
(10,525)
$
38,096
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.
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Agribusiness
Operating results for the Agribusiness segment declined from the same period of the prior year. Sales and merchandising revenues increased by $112.9 million and cost of sales and merchandising revenues increased by $105.3 million resulting in increased gross profit of $7.6 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 $101.9 million of sales and merchandising revenues and $82.6 million of cost of sales and merchandising revenues. The $7.6 million increase in gross profit can be attributed to $19.3 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 $35.5 million, primarily driven by $30.8 million of costs associated with the newly acquired Skyland business.
Other income, net increased by $7.5 million as a result of an additional $7.2 million of property insurance recoveries in the current year.
Renewables
Operating results for the Renewables segment increased by $11.1 million compared to the same period last year after purchasing the remaining noncontrolling interest in TAMH. Sales and merchandising revenues declined by $56.1 million, while related cost of sales and merchandising revenues decreased by $42.3 million, resulting in a $13.8 million reduction in gross profit year-over-year. The decreases in both sales and merchandising revenues and cost of sales and merchandising revenues were primarily driven by lower volumes of third-party ethanol gallons and renewable feedstocks, while prices remained consistent with the prior year. The $13.8 million decline to gross profit in the current period was largely attributable to a $21.4 million decrease at the ethanol plants which was partially offset by increased third party trading results of $7.4 million. Despite operating efficiently with improved yields and higher production, the plants were unable to offset market pressures stemming from elevated input costs and depressed feed product values in the current year.
Operating, administrative and general expenses increased by $7.6 million, primarily due to $5.9 million in costs associated with the acquisition of the remaining equity interests in TAMH.
Other income, net increased by $15.9 million compared to the prior year, primarily due to $20.2 million of clean fuel production credits recognized in 2025.
Other
Results declined by $8.6 million, primarily due to a $6.8 million increase in incentive costs driven by improved Renewables performance, along with a $1.4 million pension plan settlement charge.
Income Taxes
For the three months ended September 30, 2025, the Company recorded an income tax benefit of $0.2 million. The Company's effective tax rate was (0.9)% on income before taxes of $25.8 million. The difference between the (0.9)% effective tax rate and the U.S. federal statutory tax rate of 21% is primarily attributable to nontaxable clean fuel production credits and the reversal of certain unrecognized tax benefits, offset by state and local taxes, nondeductible compensation, and valuation allowances on losses in foreign tax jurisdictions.
For the three months ended September 30, 2024, the Company recorded income tax expense of $10.7 million. The Company's effective tax rate was 17.3% on income of $62.2 million. The difference between the 17.3% effective tax rate and the U.S. federal statutory tax rate of 21.0% was primarily attributable to the tax impact of noncontrolling interest and federal tax credits, offset by state and local income taxes, tax impacts of foreign operations, nondeductible compensation, and changes in other discrete tax 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 8, Segment Information.
Comparison of the nine months ended September 30, 2025, with the nine months ended September 30, 2024, including a reconciliation of GAAP to non-GAAP measures:
Nine months ended September 30, 2025
(in thousands)
Agribusiness
Renewables
Other
Total
Sales and merchandising revenues
$
6,397,021
$
2,075,658
$
—
$
8,472,679
Cost of sales and merchandising revenues
6,019,451
1,971,068
—
7,990,519
Gross profit
377,570
104,590
—
482,160
Operating, administrative and general expenses
374,392
35,188
43,317
452,897
Interest expense (income), net
33,268
3,101
(1,300)
35,069
Other income (loss), net
40,779
19,491
(573)
59,697
Income (loss) before income taxes
$
10,689
$
85,792
$
(42,590)
$
53,891
(Loss) income before income taxes attributable to the noncontrolling interests
(3,933)
23,863
—
19,930
Non-GAAP Income (loss) before income taxes attributable to the Company
$
14,622
$
61,929
$
(42,590)
$
33,961
Nine months ended September 30, 2024
(in thousands)
Agribusiness
Renewables
Other
Total
Sales and merchandising revenues
$
6,046,832
$
2,087,578
$
—
$
8,134,410
Cost of sales and merchandising revenues
5,699,925
1,953,669
—
7,653,594
Gross profit
346,907
133,909
—
480,816
Operating, administrative and general expenses
295,187
25,718
35,561
356,466
Interest expense (income), net
20,980
2,158
(1,644)
21,494
Other income (loss), net
23,146
7,707
(202)
30,651
Income (loss) before income taxes
$
53,886
$
113,740
$
(34,119)
$
133,507
Income before income taxes attributable to the noncontrolling interest
—
47,674
—
47,674
Non-GAAP Income (loss) before income taxes attributable to the Company
$
53,886
$
66,066
$
(34,119)
$
85,833
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.
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Agribusiness
Operating results for the Agribusiness segment decreased by $39.3 million from the prior year. Sales and merchandising revenues increased by $350.2 million, and cost of sales and merchandising revenues increased by $319.5 million for an increased gross profit impact of $30.7 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 $478.6 million of sales and merchandising revenues and $424.1 million of cost of sales and merchandising revenues. The increase in sales and merchandising revenues and cost of sales and merchandising revenues from the Skyland acquisition was partially offset by reduced commodity prices. Gross profit increased by $30.7 million from the prior year with $54.4 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 $79.2 million compared to the prior year, with substantially all of the increase related to the acquired Skyland business.
Interest expense increased by $12.3 million, substantially all of the increase was due to increased borrowings related to the acquired Skyland business.
Other income, net increased by $17.6 million, primarily driven by $19.3 million of additional property insurance recoveries.
Renewables
Operating results for Renewables decreased by $4.1 million from the same period of the prior year. Sales and merchandising revenues and cost of sales and merchandising revenues were in line with the prior year. Gross profit decreased by $29.3 million, primarily due to a $33.1 million decline at the ethanol plants. Although the plants operated efficiently with improved yields and higher production, they were unable to overcome market pressures stemming from elevated input costs in the current year.
Operating, administrative and general expenses increased by $9.5 million, primarily due to $5.9 million in costs associated with the acquisition of the remaining equity interests in TAMH, as well as a $3.3 million impairment charge related to equipment used in corn oil refinement.
Other income, net increased by $11.8 million compared to the prior year, primarily driven by the recognition of $20.2 million of clean fuel production credits in the current year. This increase was partially offset by a $2.5 million decline in interest income and the absence of a $3.1 million gain recorded in the prior year related to the deconsolidation of the ELEMENT ethanol plant.
Other
Results declined by $8.5 million, primarily due to a $6.8 million increase in incentive costs driven by improved Renewables performance, along with a $1.4 million pension plan settlement charge.
Income Taxes
For the nine months ended September 30, 2025, the Company recorded income tax expense of $5.7 million. The Company's effective tax rate was 10.5% on income before taxes of $53.9 million. The difference between the 10.5% effective tax rate and the U.S. federal statutory rate is primarily attributable to the tax impact of noncontrolling interest, nontaxable clean fuel production credits and the reversal of certain unrecognized tax benefits, offset by state and local taxes, nondeductible compensation, and valuation allowances on losses in foreign tax jurisdictions.
For the nine months ended September 30, 2024, the Company recorded income tax expense of $16.9 million. The Company’s effective tax rate was 12.7% on income before income taxes of $133.5 million. The difference between the 12.7% effective tax rate and the U.S. federal statutory rate of 21.0% was primarily attributable to the tax impact of noncontrolling interest, federal tax credits, stock-based compensation, and the reversal of certain unrecognized tax benefits, offset by state and local income taxes, tax impacts of foreign operations, and nondeductible compensation.
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 $2.8 million.
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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 United States passed the OBBBA, which modified the existing international tax framework and permanently extended select provisions of the Tax Cuts and Jobs Act. This legislation is not expected to materially affect the Company's effective tax rate for 2025 or 2026, with the exception of clean fuel production credits. Changes in the calculation of the carbon intensity score may significantly affect credits, recorded as Other income, resulting in a favorable impact on the effective tax rate through 2029.
Liquidity and Capital Resources
Working Capital
At September 30, 2025, the Company had working capital of $630.7 million, a decrease of $522.5 million from the prior year. This decrease was attributable to changes in the following components of current assets and current liabilities:
(in thousands)
September 30, 2025
September 30, 2024
Variance
Current Assets:
Cash and cash equivalents
$
81,630
$
454,065
$
(372,435)
Accounts receivable, net
715,761
756,618
(40,857)
Inventories
899,278
884,339
14,939
Commodity derivative assets – current
154,449
122,326
32,123
Other current assets
110,045
113,726
(3,681)
Total current assets
1,961,163
2,331,074
(369,911)
Current Liabilities:
Short-term debt
141,356
14,716
126,640
Trade and other payables
782,683
774,347
8,336
Customer prepayments and deferred revenue
71,989
67,899
4,090
Commodity derivative liabilities – current
68,618
85,640
(17,022)
Current maturities of long-term debt
63,888
27,727
36,161
Accrued expenses and other current liabilities
201,939
207,543
(5,604)
Total current liabilities
1,330,473
1,177,872
152,601
Working Capital
$
630,690
$
1,153,202
$
(522,512)
As of September 30, 2025, current assets decreased by $369.9 million compared to the prior year. The primary driver behind the decline was the cash used to acquire the remaining interest in TAMH. Although this transaction significantly reduced cash balances, the Skyland acquisition in the fourth quarter of prior year contributed $192.4 million in current assets, which was largely offset by the impact of lower commodity prices.
Current liabilities increased year-over-year, primarily due to the Skyland acquisition, which added $139.7 million. Additional borrowings on the Company's revolving credit facility and the reclassification of certain long-term debt to current maturities also contributed to the increase. Similar to current assets, the effect of lower average commodity prices partially offset these increases.
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Sources and Uses of Cash
Nine months ended September 30,
(in thousands)
2025
2024
Net cash provided by operating activities
$
183,183
$
62,695
Net cash used in investing activities
(127,300)
(90,592)
Net cash used in financing activities
(537,977)
(162,595)
Operating Activities
Operating activities generated $183.2 million of cash during the first nine months of 2025, compared to $62.7 million in the same period of 2024. The $120.5 million year-over-year increase was primarily attributable to a $175.5 million favorable shift in operating assets and liabilities through normal business operations, partially offset by a $68.4 million decline in earnings as the Company continues to face challenging market conditions.
Investing Activities
Investing activities used $127.3 million of cash during the first nine months of 2025, up from $90.6 million in the prior year. The $36.7 million increase was primarily driven by $69.0 million in higher capital expenditures to support previously announced growth initiatives. This was partially offset by an additional $17.0 million of insurance proceeds received in the current year and the impact of a business acquisition that occurred in the prior year. Management anticipates total investments in property, plant, and equipment for 2025 to be approximately $200 million.
Financing Activities
Cash used in financing activities totaled $538.0 million for the nine months ended September 30, 2025, compared to $162.6 million for the same period in 2024. The $375.4 million year-over-year increase was primarily driven by the $425.0 million cash outlay to purchase the remaining noncontrolling interest in TAMH. This was partially offset by a $53.7 million reduction in distributions to a noncontrolling interest during the current year.
The Company paid $19.9 million in dividends in the first nine months of 2025 compared to $19.5 million paid in the prior period. The Company paid dividends of $0.195 and $0.19 per common share in January, April, and July of 2025 and 2024, respectively. On August 21, 2025, the Company declared a cash dividend of $0.195 per common share payable on October 22, 2025, to shareholders of record on October 1, 2025.
The Company is party to borrowing arrangements with a syndicate of banks that provide a total of $2,052.4 million in borrowing capacity. As of September 30, 2025, the Company had $1,908.5 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 September 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 September 30, 2025, the Company had standby letters of credit outstanding of $2.8 million.
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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 nine months ended September 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 September 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 third 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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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 9, “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)
July 2025
1,327
$
37.43
—
$
96,521,201
August 2025
344,220
38.02
344,066
83,440,927
September 2025
29,696
37.96
29,078
82,339,037
Total
375,243
$
38.01
373,144
$
82,339,037
(a) During the three months ended September 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 September 30, 2025, approximately $17.7 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 September 30, 2025, two 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.”
On
August 14, 2025
,
Anne Rex
,
Senior Vice President
, entered into a
Rule 105b-1
plan to sell up to
3,000
shares of the Company's common stock, based on certain price parameters, from November 12, 2025 to
December 31, 2026
.
On
September 2, 2025
,
Brian Walz
,
Treasurer
, entered into a
Rule 105b-1
plan to sell up to
9,175
shares of the Company's common stock, based on certain price parameters, from December 1, 2025 to
November 30, 2026
.
The Andersons, Inc. | Q3 2025 Form 10-Q | 31
Table of Contents
Item 6. Exhibits
Exhibit Number
Description
10.1
Unit Purchase Agreement
10.2*
Third Amended and Restated Loan Agreement
31.1*
Certification of the Chief Executive Officer under Rule 13(a)-14(a)/15d-14(a)
31.2*
Certification of the Chief Financial Officer under Rule 13(a)-14(a)/15d-14(a)
32.1**
Certifications Pursuant to 18 U.S.C. Section 1350
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. | Q3 2025 Form 10-Q | 32
Table of Contents
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: November 5, 2025
/s/ William E. Krueger
William E. Krueger
President and Chief Executive Officer
Date: November 5, 2025
/s/ Brian A. Valentine
Brian A. Valentine
Executive Vice President and Chief Financial Officer
The Andersons, Inc. | Q3 2025 Form 10-Q | 33