The Andersons(ANDE) - 2025 Q2 - Quarterly Report

FORM 10-Q This document is The Andersons, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2025 - The Andersons, Inc. filed its Quarterly Report on Form 10-Q for the period ended June 30, 2025[2] - The company is a large accelerated filer[3] - As of July 25, 2025, the company had 34,210,458 common shares outstanding[3] PART I. FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations Item 1. Financial Statements (Unaudited) This item provides the unaudited condensed consolidated financial statements for The Andersons, Inc., covering the three and six months ended June 30, 2025 and 2024, and balance sheet data as of June 30, 2025, December 31, 2024, and June 30, 2024. These statements are prepared in accordance with GAAP for interim financial reporting Condensed Consolidated Statements of Operations – Three and Six Months Ended June 30, 2025 and 2024 This section presents the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Operations (Three Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | |---|---|---|---| | Sales and merchandising revenues | $3,135,869 | $2,795,205 | +$340,664 | | Cost of sales and merchandising revenues | $2,977,453 | $2,619,834 | +$357,619 | | Gross profit | $158,416 | $175,371 | -$16,955 | | Operating, administrative and general expenses | $134,589 | $116,614 | +$17,975 | | Interest expense, net | $11,495 | $6,611 | +$4,884 | | Other income, net | $12,503 | $5,200 | +$7,303 | | Income before income taxes | $24,835 | $57,346 | -$32,511 | | Income tax provision | $8,028 | $4,876 | +$3,152 | | Net income | $16,807 | $52,470 | -$35,663 | | Net income attributable to noncontrolling interests | $8,950 | $16,494 | -$7,544 | | Net income attributable to The Andersons, Inc. | $7,857 | $35,976 | -$28,119 | | Basic EPS | $0.23 | $1.06 | -$0.83 | | Diluted EPS | $0.23 | $1.05 | -$0.82 | Condensed Consolidated Statements of Operations (Six Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | |---|---|---|---| | Sales and merchandising revenues | $5,794,967 | $5,513,422 | +$281,545 | | Cost of sales and merchandising revenues | $5,483,679 | $5,209,731 | +$273,948 | | Gross profit | $311,288 | $303,691 | +$7,597 | | Operating, administrative and general expenses | $280,343 | $235,972 | +$44,371 | | Interest expense, net | $24,591 | $13,133 | +$11,458 | | Other income, net | $21,694 | $16,728 | +$4,966 | | Income before income taxes | $28,048 | $71,314 | -$43,266 | | Income tax provision | $5,910 | $6,179 | -$269 | | Net income | $22,138 | $65,135 | -$42,997 | | Net income attributable to noncontrolling interests | $13,997 | $23,578 | -$9,581 | | Net income attributable to The Andersons, Inc. | $8,141 | $41,557 | -$33,416 | | Basic EPS | $0.24 | $1.22 | -$0.98 | | Diluted EPS | $0.24 | $1.21 | -$0.97 | Condensed Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2025 and 2024 This section details the unaudited condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Comprehensive Income (Three Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | |---|---|---|---| | Net income | $16,807 | $52,470 | -$35,663 | | Other comprehensive income (loss), net of tax | $5,477 | -$2,230 | +$7,707 | | Comprehensive income | $22,284 | $50,240 | -$27,956 | | Comprehensive income attributable to The Andersons, Inc. | $13,327 | $33,746 | -$20,419 | Condensed Consolidated Statements of Comprehensive Income (Six Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | |---|---|---|---| | Net income | $22,138 | $65,135 | -$42,997 | | Other comprehensive income (loss), net of tax | $1,749 | -$1,684 | +$3,433 | | Comprehensive income | $23,887 | $63,451 | -$39,564 | | Comprehensive income attributable to The Andersons, Inc. | $9,626 | $39,873 | -$30,247 | Condensed Consolidated Balance Sheets – June 30, 2025, December 31, 2024 and June 30, 2024 This section provides the unaudited condensed consolidated balance sheets as of June 30, 2025, December 31, 2024, and June 30, 2024 Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 | Dec 31, 2024 | June 30, 2024 | |---|---|---|---| | Assets | | | | | Cash and cash equivalents | $350,970 | $561,771 | $530,386 | | Accounts receivable, net | $783,892 | $764,550 | $743,550 | | Inventories | $771,868 | $1,286,811 | $686,540 | | Total current assets | $2,175,447 | $2,850,277 | $2,249,299 | | Property, plant and equipment, net | $883,985 | $868,151 | $694,136 | | Total assets | $3,446,491 | $4,121,314 | $3,299,813 | | Liabilities | | | | | Short-term debt | $104,467 | $166,614 | $4,021 | | Trade and other payables | $572,232 | $1,047,436 | $607,083 | | Total current liabilities | $1,080,609 | $1,731,172 | $1,084,729 | | Long-term debt, less current maturities | $578,464 | $608,151 | $549,378 | | Other long-term liabilities | $176,908 | $182,155 | $145,444 | | Total liabilities | $1,835,981 | $2,521,478 | $1,779,551 | | Equity | | | | | Total shareholders' equity of The Andersons, Inc. | $1,364,409 | $1,366,186 | $1,310,601 | | Noncontrolling interests | $246,101 | $233,650 | $209,661 | | Total equity | $1,610,510 | $1,599,836 | $1,520,262 | | Total liabilities and equity | $3,446,491 | $4,121,314 | $3,299,813 | Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2025 and 2024 This section presents the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Cash Flows (Six Months Ended June 30, in thousands) | Activity | 2025 | 2024 | |---|---|---| | Net cash (used in) provided by operating activities | $(50,699) | $64,807 | | Net cash used in investing activities | $(75,707) | $(58,138) | | Net cash used in financing activities | $(87,008) | $(119,926) | | Effect of exchange rates on cash and cash equivalents | $2,613 | $(211) | | Decrease in cash and cash equivalents | $(210,801) | $(113,468) | | Cash and cash equivalents at end of period | $350,970 | $530,386 | Condensed Consolidated Statements of Equity – Three and Six Months Ended June 30, 2025 and 2024 This section provides the unaudited condensed consolidated statements of equity for the three and six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Equity (Three Months Ended June 30, 2025, in thousands) | Equity Component | Balance at March 31, 2025 | Net Income | Other Comprehensive Income | Reclassified from AOCI | Distributions to Noncontrolling Interests | Stock Awards | Dividends Declared | Restricted Share Award Dividend Equivalents | Balance at June 30, 2025 | |---|---|---|---|---|---|---|---|---|---| | Common Shares | $143 | | | | | $1 | | | $144 | | Additional Paid-in Capital | $382,623 | | | | | $2,016 | | $15 | $384,654 | | Accumulated Other Comprehensive Income | $8,857 | | $7,768 | $(2,291) | | | | | $14,334 | | Retained Earnings | $964,114 | $7,857 | | | | | $(6,670) | $(24) | $965,277 | | Noncontrolling Interests | $238,697 | $8,950 | | | $(1,546) | | | | $246,101 | | Total | $1,594,434 | $16,807 | $7,768 | $(2,291) | $(1,546) | $2,017 | $(6,670) | $(9) | $1,610,510 | Condensed Consolidated Statements of Equity (Six Months Ended June 30, 2025, in thousands) | Equity Component | Balance at Dec 31, 2024 | Net Income | Other Comprehensive Income | Reclassified from AOCI | Distributions to Noncontrolling Interests | Stock Awards, etc. | Purchase of Treasury Shares | Dividends Declared | Restricted Share Award Dividend Equivalents | Balance at June 30, 2025 | |---|---|---|---|---|---|---|---|---|---| | Common Shares | $142 | | | | | $2 | | | | $144 | | Additional Paid-in Capital | $385,609 | | | | | $(1,438) | | | $483 | $384,654 | | Treasury Shares | $(2,860) | | | | | $4,043 | $(1,184) | | | $0 | | Accumulated Other Comprehensive Income | $12,585 | | $6,328 | $(4,579) | | | | | | $14,334 | | Retained Earnings | $970,710 | $8,141 | | | | | | $(13,337) | $1 | $965,277 | | Noncontrolling Interests | $233,650 | $13,997 | | | $(1,546) | | | | | $246,101 | | Total | $1,599,836 | $22,138 | $6,328 | $(4,579) | $(1,546) | $2,607 | $(1,184) | $(13,337) | $247 | $1,610,510 | Notes to Condensed Consolidated Financial Statements This section provides detailed notes supporting the condensed consolidated financial statements, including accounting policies, inventory, derivatives, revenue, and segment information Note 1. Basis of Presentation and Recently Issued Accounting Standards This note outlines the basis of financial statement presentation and discusses the impact of recently issued accounting standards - Effective January 1, 2025, the company realigned its organizational structure, combining the former Trade and Nutrient & Industrial segments into a new Agribusiness segment, with prior period segment information recast[21][94] Variable Interest Entities (VIEs) Assets and Liabilities (in thousands) | Metric | June 30, 2025 | Dec 31, 2024 | June 30, 2024 | |---|---|---|---| | Total assets | $486,737 | $443,430 | $454,094 | | Total liabilities | $56,341 | $57,313 | $52,102 | - New accounting pronouncements (ASU 2023-09 on Income Taxes and ASU 2024-03 on Disaggregation of Income Statement Expenses) are not expected to have a material impact on the Consolidated Financial Statements, though they will result in expanded disclosures[25][26] Note 2. Inventories This note details the company's inventory valuation methods and provides a breakdown of major inventory classes - Readily Marketable Inventories (RMI), including agricultural commodities and ethanol co-products, are carried at net realizable value, approximating fair value[27] Major Classes of Inventories (in thousands) | Inventory Class | June 30, 2025 | Dec 31, 2024 | June 30, 2024 | |---|---|---|---| | Grain and other agricultural products | $500,748 | $951,283 | $452,314 | | Energy inventories | $10,807 | $17,381 | $14,085 | | Ethanol and co-products | $112,232 | $109,528 | $108,407 | | Nutrients and cob products | $148,081 | $208,619 | $111,734 | | Total inventories | $771,868 | $1,286,811 | $686,540 | | Includes RMI | $496,600 | $944,500 | $455,800 | Note 3. Derivatives This note describes the company's use of derivative instruments to manage commodity and interest rate risks Commodity Derivatives This section details the company's use of commodity derivatives to mitigate market price risk on agricultural products - The company uses exchange-traded commodity futures and options contracts and over-the-counter forward and option contracts to reduce exposure to market price risk on commodities[30] Net Commodity Derivative Asset Position (in thousands) | Metric | June 30, 2025 | Dec 31, 2024 | June 30, 2024 | |---|---|---|---| | Cash collateral paid (received) | $5,506 | $39,025 | $(25,316) | | Fair value of derivatives | $35,489 | $8,696 | $75,903 | | Net derivative asset position | $40,995 | $47,721 | $50,587 | Gains and Losses on Commodity Derivatives (in thousands) | Period | 2025 | 2024 | |---|---|---| | Three months ended June 30 | $(35,502) | $(6,168) | | Six months ended June 30 | $14,498 | $13,173 | Interest Rate Derivatives This section describes the company's use of interest rate swaps to manage interest expense and exposure to rate movements - The company uses interest rate swaps to stabilize interest expense and manage exposure to interest rate movements, designating them as cash flow hedges[37] Fair Value of Interest Rate Derivatives (in thousands) | Metric | June 30, 2025 | Dec 31, 2024 | June 30, 2024 | |---|---|---|---| | Interest rate contracts in Other current assets | $5,950 | $6,761 | $9,961 | | Interest rate contracts in Other assets | $13,500 | $22,723 | $22,788 | | Interest rate contracts in Other long-term liabilities | $(1,266) | $(301) | — | Interest Rate Derivative Gains/Losses (in thousands) | Metric | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | |---|---|---|---|---| | (Losses) gains in Other comprehensive income | $(4,150) | $(120) | $(10,970) | $4,723 | | Gains in Interest expense, net | $2,077 | $3,203 | $4,151 | $6,588 | Note 4. Revenue This note provides information on revenue recognition, distinguishing between derivative and non-derivative sales contracts - Approximately 85% of the company's sales contracts are derivatives within the scope of ASC 815, with the remaining 15% accounted for under ASC 606[41] ASC 606 Sales and Merchandising Revenues (in thousands) | Category | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | |---|---|---|---|---| | Specialty and primary nutrients | $377,450 | $318,412 | $541,256 | $455,448 | | Premium ingredients | $60,269 | $99,347 | $130,106 | $200,095 | | Propane and fuels | $43,950 | $35,419 | $135,524 | $105,215 | | Other | $53,314 | $39,328 | $98,910 | $73,179 | | Total | $534,983 | $492,506 | $905,796 | $833,937 | - Contract liabilities decreased from $24.8 million at December 31, 2024, to $14.7 million at June 30, 2025, primarily due to the seasonality of primary and specialty nutrient payments received in advance of the spring application season[45] Note 5. Income Taxes This note details the income tax provision and effective tax rates for the reporting periods, explaining key drivers of changes Income Tax Provision and Effective Tax Rate (in thousands) | Metric | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | |---|---|---|---|---| | Income before income taxes | $24,835 | $57,346 | $28,048 | $71,314 | | Income tax provision | $8,028 | $4,876 | $5,910 | $6,179 | | Effective tax rate | 32.3% | 8.5% | 21.1% | 8.7% | - The 32.3% effective tax rate for Q2 2025 was primarily due to interest accrued on unrecognized tax benefits and valuation allowances on foreign losses, offset by the tax impact of noncontrolling interest[46] - The 21.1% effective tax rate for H1 2025 was consistent with the U.S. federal statutory rate, primarily due to state and local income taxes and valuation allowances on foreign losses offset by the tax impact of noncontrolling interest[48] Note 6. Accumulated Other Comprehensive Income This note presents changes in accumulated other comprehensive income, including currency translation and hedging adjustments Changes in Accumulated Other Comprehensive Income (AOCI) (in thousands) | Component | Beginning Balance (June 30, 2024) | Other Comprehensive Income (Loss), net of tax (Six months ended June 30, 2025) | Ending Balance (June 30, 2025) | |---|---|---|---| | Currency Translation Adjustment | $(7,464) | $10,664 | $(2,805) | | Hedging Adjustment | $24,534 | $(8,543) | $13,028 | | Pension and Other Postretirement Adjustment | $3,853 | $(372) | $3,853 | | Investments in Convertible Preferred Securities Adjustment | $258 | — | $258 | | Total AOCI Ending Balance | $21,181 | $1,749 | $14,334 | - Gains and losses on cash flow hedges are reclassified from AOCI to income when the hedged item affects earnings, primarily impacting Interest expense, net[51] Note 7. Fair Value Measurements This note provides fair value measurements for assets and liabilities, categorized by valuation input levels Assets and Liabilities Measured at Fair Value on a Recurring Basis (June 30, 2025, in thousands) | Assets (liabilities) | Level 1 | Level 2 | Level 3 | Total | |---|---|---|---|---| | Commodity derivatives, net | $40,995 | $30,035 | — | $71,030 | | Provisionally priced contracts | $(6,317) | $(11,485) | — | $(17,802) | | Convertible preferred securities | — | — | $18,190 | $18,190 | | Other assets and liabilities | $9,703 | $18,184 | — | $27,887 | | Total | $44,381 | $36,734 | $18,190 | $99,305 | - Level 1 commodity derivatives reflect fair value of exchange-traded futures and options contracts, net of cash collateral[56] - Fair value of long-term debt (including current portion) was estimated at $637.3 million at June 30, 2025, based on credit standing and current interest rates for similar borrowings[64] Note 8. Related Parties This note discloses transactions with related parties, confirming they are conducted at arm's-length terms - Related party sales comprised less than 4% of Sales and merchandising revenues for both the three and six months ended June 30, 2025 and 2024[65] - Related party purchases comprised less than 1% of Cost of sales and merchandising revenues for both the three and six months ended June 30, 2025 and 2024[65] - The company believes all related party transaction values are similar to those conducted with third parties at arm's-length[67] Note 9. Segment Information This note provides financial information for the company's reportable segments, Agribusiness and Renewables, following a recent realignment - Effective January 1, 2025, the company realigned its organizational structure, resulting in two reportable segments: Agribusiness and Renewables[69][70] Segment Income (Three Months Ended June 30, 2025, in thousands) | Segment | Sales and Merchandising Revenues | Cost of Sales and Merchandising Revenues | Operating, Administrative and General Expenses | Interest Expense | Other Income, net | Segment Income | |---|---|---|---|---|---|---| | Agribusiness | $2,414,827 | $2,282,765 | $114,012 | $11,331 | $12,180 | $18,899 | | Renewables | $721,042 | $694,688 | $8,951 | $725 | $746 | $17,424 | | Total | $3,135,869 | $2,977,453 | $122,963 | $12,056 | $12,926 | $36,323 | | Less: Corporate expenses | | | | | | $11,488 | | Income before income taxes | | | | | | $24,835 | Identifiable Assets by Segment (in thousands) | Segment | June 30, 2025 | Dec 31, 2024 | June 30, 2024 | |---|---|---|---| | Agribusiness | $2,214,334 | $2,778,025 | $2,102,910 | | Renewables | $707,722 | $680,546 | $722,142 | | Other | $524,435 | $662,743 | $474,761 | | Total assets | $3,446,491 | $4,121,314 | $3,299,813 | Note 10. Commitments and Contingencies This note discusses the company's involvement in litigation and other commitments, assessing potential financial impacts - The company is regularly involved in litigation, establishing reserves for probable and estimable claims[81] - Management believes it is unlikely that current legal proceedings will result in a material loss beyond accrued amounts[81][83] - The outcome of litigation is inherently uncertain and can result in unexpected losses or income[82] Note 11. Other Income, net This note provides a breakdown of other income, net, highlighting significant items like property insurance recoveries Other Income, net (in thousands) | Item | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | |---|---|---|---|---| | Interest income | $2,089 | $3,712 | $4,601 | $8,394 | | Property insurance recoveries | $12,175 | — | $12,629 | — | | Patronage income | $688 | $537 | $6,616 | $3,406 | | Gain on deconsolidation of joint venture | — | — | — | $3,117 | | Other | $(2,449) | $951 | $(2,152) | $1,811 | | Total | $12,503 | $5,200 | $21,694 | $16,728 | - The significant increase in Other income, net in 2025 is largely due to $12.2 million in property insurance recoveries related to a grain terminal incident in Sunray, Texas[85] Note 12. Business Acquisition This note details the acquisition of Skyland Grain LLC, including its impact on the Agribusiness segment and pro forma financial information - On November 1, 2024, the company acquired a 65% ownership interest in Skyland Grain LLC for $85.0 million, expanding its grain and fertilizer businesses across Kansas, Colorado, Oklahoma, and Texas[87] - Skyland's results are consolidated in the Agribusiness segment[87] Skyland Grain LLC Pro Forma Financial Information (Six Months Ended June 30, 2024) | Metric | Pro Forma (in millions) | |---|---| | Net sales | $5,926.0 | | Net income | $63.3 | Note 13. Subsequent Events This note discloses significant events occurring after the reporting period, such as the acquisition of the remaining interest in TAMH - On July 31, 2025, the company acquired the remaining 49.9% ownership interest in The Andersons Marathon Holdings LLC (TAMH) for $425.0 million[90] - This acquisition will result in the company including all the ethanol plants' earnings, previously partially attributable to noncontrolling interest, in future quarters[103] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance and condition, including an executive overview, segment-specific discussions, and an analysis of liquidity and capital resources Forward Looking Statements This section cautions that the report contains forward-looking statements subject to various risks and uncertainties - The report contains forward-looking statements subject to risks and uncertainties, including economic, weather, agricultural, regulatory, and geopolitical conditions, and commodity price fluctuations[92] - Actual results may differ materially from predictions, and the company undertakes no obligation to publicly update or revise these statements[92] Critical Accounting Policies and Estimates This section confirms that critical accounting policies and estimates remain consistent with the prior annual report - The critical accounting policies and estimates have not materially changed through the second quarter of 2025, as described in the 2024 Form 10-K[93] Executive Overview This overview discusses the company's organizational realignment, key performance indicators, and management's assessment of asset impairment - The company realigned its organizational structure effective January 1, 2025, combining former Trade and Nutrient & Industrial segments into Agribusiness[94] - Changes in agricultural commodity prices generally have a relatively equal impact on sales and cost of sales, with less significant impact on gross profit, making gross profit a key performance indicator[95] - Management concluded that no impairment trigger existed as of June 30, 2025, despite the book value of total shareholders' equity exceeding market capitalization, believing the share price does not accurately reflect current value or positive long-term outlook[96] Agribusiness This section analyzes the Agribusiness segment's performance, highlighting factors impacting operating results and storage capacity - Agribusiness segment's Q2 operating results declined due to a surplus of grain and weak customer demand in western markets, impacting physical assets and merchandising[98] - Nutrient results improved year-over-year with increased sales volumes for nitrogen due to increased planted corn acres[98] - Total Agribusiness grain storage capacity increased to approximately 278 million bushels at June 30, 2025, from 168 million bushels in the prior year, primarily due to the Skyland acquisition[100] Renewables This section reviews the Renewables segment's performance, focusing on ethanol crush margins, input costs, and sales volumes - Renewables segment's Q2 operating results were lower due to reduced ethanol crush margins, higher input costs (eastern corn basis, natural gas), and declining co-product values[101] - An uptick in ethanol board crush is expected through the summer driving season, supported by strong demand and anticipated reduction in corn costs post-harvest[102] Ethanol and Related Co-products Volumes Sold (in thousands) | Product | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | |---|---|---|---|---| | Ethanol (gallons) | 226,450 | 187,050 | 438,242 | 372,876 | | E-85 (gallons) | 12,041 | 13,494 | 20,011 | 25,785 | | Renewable feedstocks (pounds) | 341,075 | 404,589 | 698,791 | 775,572 | | DDG (tons) | 525 | 553 | 1,139 | 1,101 | Other This section describes the 'Other' activities, encompassing corporate income, expenses, and consolidation adjustments - The 'Other' activities include corporate income and expense, costs for support functions, and elimination/consolidation adjustments not allocated to operating segments[106] Operating Results – Three Months Ended June 30, 2025 vs. 2024 This section provides a detailed comparison of operating results for the three months ended June 30, 2025, versus 2024 Income (loss) before income taxes attributable to the Company (Three Months Ended June 30, in thousands) | Segment | 2025 | 2024 | |---|---|---| | Agribusiness | $17,728 | $28,581 | | Renewables | $9,645 | $22,968 | | Other | $(11,488) | $(10,697) | | Total | $15,885 | $40,852 | Agribusiness (Detailed Q2 comparison) This section details the Agribusiness segment's Q2 performance, including revenue drivers and the impact of the Skyland acquisition - Agribusiness operating results declined despite a $4.0 million increase in gross profit, driven by the Skyland acquisition ($17.9 million gross profit) offset by reduced results from legacy businesses due to grain surplus and weak demand[110] - Sales and merchandising revenues increased by $305.5 million, with Skyland acquisition contributing $212.1 million[110] - Other income, net increased by $7.6 million, including $10.5 million of property insurance recoveries from the newly acquired Skyland business[112] Renewables (Detailed Q2 comparison) This section analyzes the Renewables segment's Q2 performance, focusing on factors affecting gross profit and sales volumes - Renewables operating results declined by $13.3 million, with gross profit decreasing by $21.0 million[113] - The decrease in gross profit was mainly driven by a $16.8 million decline at ethanol plants due to lower ethanol crush margins and higher input costs, despite efficient operations and higher yields[113] - Increased ethanol sales volumes were almost fully offset by reduced volumes in the renewable feedstocks business[113] Income Taxes (Detailed Q2 comparison) This section compares income tax expense and effective tax rates for Q2 2025 and 2024, explaining key variances - Q2 2025 income tax expense was $8.0 million, with an effective tax rate of 32.3% on $24.8 million income before taxes[114] - The higher effective tax rate in Q2 2025 was mainly due to interest on unrecognized tax benefits and valuation allowances on foreign losses, partially offset by noncontrolling interest tax impact[114] - Q2 2024 effective tax rate was 8.5% on $57.3 million income before taxes, primarily due to noncontrolling interest tax impact, federal tax credits, and reversal of unrecognized tax benefits[115] Operating Results – Six Months Ended June 30, 2025 vs. 2024 This section provides a detailed comparison of operating results for the six months ended June 30, 2025, versus 2024 Income (loss) before income taxes attributable to the Company (Six Months Ended June 30, in thousands) | Segment | 2025 | 2024 | |---|---|---| | Agribusiness | $12,574 | $31,119 | | Renewables | $24,957 | $40,211 | | Other | $(23,480) | $(23,594) | | Total | $14,051 | $47,736 | Agribusiness (Detailed H1 comparison) This section details the Agribusiness segment's H1 performance, including gross profit drivers and the impact of the Skyland acquisition - Agribusiness operating results decreased by $18.5 million for H1 2025[120] - Gross profit increased by $23.1 million, with $35.1 million from the Skyland acquisition, offsetting declines in legacy businesses due to grain surplus and weak demand[120] - Other income, net increased by $10.1 million, including $14.2 million in property insurance recoveries and patronage income from the newly acquired Skyland business[122] Renewables (Detailed H1 comparison) This section analyzes the Renewables segment's H1 performance, focusing on factors affecting gross profit and other income - Renewables operating results decreased by $15.3 million for H1 2025, with gross profit declining by $15.5 million[123] - The gross profit decrease was mainly driven by an $11.7 million decline at ethanol plants due to lower ethanol crush margins and higher input costs, despite strong yields and production[123] - Other income, net decreased by $4.1 million due to a prior year gain from the deconsolidation of the ELEMENT joint venture[124] Income Taxes (Detailed H1 comparison) This section compares income tax expense and effective tax rates for H1 2025 and 2024, explaining key variances and legislative impacts - H1 2025 income tax expense was $5.9 million, with an effective tax rate of 21.1% on $28.0 million income before taxes, consistent with the U.S. federal statutory rate[126] - H1 2024 effective tax rate was 8.7% on $71.3 million income before taxes, primarily due to noncontrolling interest tax impact, stock-based compensation, and federal tax credits[127] - The company is currently assessing the impact of the recently enacted U.S. 'One Big Beautiful Bill Act' on its consolidated financial statements[130] Liquidity and Capital Resources This section analyzes the company's working capital, cash flow activities, and available borrowing capacity - Working capital decreased by $69.7 million to $1,094.8 million at June 30, 2025, compared to the prior year[132] - Operating activities used $50.7 million in cash, a significant shift from providing $64.8 million in the prior year[135] - The company has $2,053.3 million available for borrowing under its credit facilities and is in compliance with all debt covenants as of June 30, 2025[139][140] Working Capital This section examines changes in working capital components, attributing shifts to commodity prices and acquisitions Working Capital Components (in thousands) | Component | June 30, 2025 | June 30, 2024 | Variance | |---|---|---|---| | Total current assets | $2,175,447 | $2,249,299 | $(73,852) | | Total current liabilities | $1,080,609 | $1,084,729 | $(4,120) | | Working Capital | $1,094,838 | $1,164,570 | $(69,732) | - Lower average commodity prices were the main contributor to the decrease in current assets, partially offset by the Skyland acquisition which added $211.0 million[132] - Current liabilities slightly declined, with the Skyland acquisition adding $158.9 million, but offset by lower average commodity prices[133] Sources and Uses of Cash This section summarizes net cash flows from operating, investing, and financing activities for the reporting periods Net Cash Flows by Activity (Six Months Ended June 30, in thousands) | Activity | 2025 | 2024 | |---|---|---| | Net cash (used in) provided by operating activities | $(50,699) | $64,807 | | Net cash used in investing activities | $(75,707) | $(58,138) | | Net cash used in financing activities | $(87,008) | $(119,926) | Operating Activities This section details cash flows from operating activities, explaining the unfavorable change from the prior year - Operating activities used $50.7 million in cash in H1 2025, a $115.5 million unfavorable change from H1 2024[135] - The change was mainly due to an unfavorable change of $78.2 million in operating assets and liabilities and a $43.0 million decrease in earnings[135] Investing Activities This section analyzes cash flows used in investing activities, including capital spending and insurance proceeds - Investing activities used $75.7 million in cash in H1 2025, an increase of $17.6 million from the prior year[136] - The increase was due to $40.0 million of increased capital spending for growth projects, partially offset by $14.0 million of insurance proceeds[136] - Management expects to invest approximately $175 million to $200 million in property, plant and equipment in 2025[136] Financing Activities This section reviews cash flows from financing activities, including distributions, borrowings, and dividend payments - Financing activities used $87.0 million in cash in H1 2025, a $32.9 million reduction from the prior year[137] - This reduction was due to $45.9 million less in distributions to noncontrolling interests, partially offset by additional net borrowings on short-term credit facilities[137] - The company paid $13.4 million in dividends in H1 2025, with a declared cash dividend of $0.195 per common share on June 19, 2025[138] Item 3. Quantitative and Qualitative Disclosures about Market Risk This item confirms no material changes in market risk, including commodity and interest rate risk, during the reporting period - No material changes in market risk (commodity and interest rate risk) occurred during the six months ended June 30, 2025[144] Item 4. Controls and Procedures This item reports on the effectiveness of disclosure controls and procedures and the absence of material changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and procedures as of June 30, 2025 - The company's disclosure controls and procedures were effective as of June 30, 2025[145] Changes in Internal Control over Financial Reporting This section states that no material changes in internal control over financial reporting occurred during the second quarter of 2025 - No material changes in internal control over financial reporting occurred during Q2 2025[146] PART II. OTHER INFORMATION This section provides additional information including legal proceedings, risk factors, equity security sales, other disclosures, and exhibits Item 1. Legal Proceedings This item discusses the company's involvement in legal proceedings and management's assessment of potential material losses - The company is subject to legal proceedings and claims in the ordinary course of business[149] - Management believes it is unlikely that current legal proceedings will result in a material loss beyond accrued amounts[149] - The outcome of litigation is inherently uncertain, and unfavorable resolutions could materially affect financial condition and operating results[150] Item 1A. Risk Factors This item outlines various factors, including economic, weather, and regulatory conditions, that could materially affect the company's business and financial results - The company's business is subject to various risks, including economic, weather, agricultural, regulatory, geopolitical conditions, and commodity price fluctuations[151] - These factors could materially and adversely affect the company's business, financial condition, operating results, and stock price[151] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This item reports on common stock repurchases from employees for tax obligations and the status of the share repurchase plan Shares Purchased and Repurchase Plan Status (Three Months Ended June 30, 2025) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | |---|---|---| | May 2025 | 2,456 | $38.12 | | Total | 2,456 | $38.12 | Repurchase Plan Status: * Authorized: $100 million (as of August 15, 2024, through August 15, 2027) * Utilized as of June 30, 2025: ~$3.5 million * Approximate Dollar Value Remaining: $96,521,201 - Shares were acquired from employees to satisfy tax withholding obligations[152] Item 5. Other Information This item confirms that no directors or executive officers adopted, modified, or terminated Rule 10b5-1 trading arrangements during the quarter - No directors or executive officers adopted, modified, or terminated any Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements during Q2 2025[154] Item 6. Exhibits This item lists all exhibits filed or furnished with the Form 10-Q, including certifications and XBRL documents Exhibits Filed/Furnished | Exhibit Number | Description | |---|---| | 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 | | 104** | Inline XBRL for the cover page | *Filed herewith **Furnished herewith Signatures This section provides the official signatures of the company's principal executive and financial officers, certifying the report - The report was signed by William E. Krueger, President and Chief Executive Officer, and Brian A. Valentine, Executive Vice President and Chief Financial Officer, on August 5, 2025[160]