Andersons Inc
For the period ended May 8, 2025. Filed Mar 12, 2025.
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May 8, 2025 · Filed Mar 12, 2025
Contents
Appendix A
APPENDIX A - Reconciliation of Non-GAAP Measures
AIP Adjusted Pretax Income
| Twelve months ended December 31, | |||||
|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 | 2021 | 2020 |
| Income (loss) before income taxes from continuing operations | $200,757 | $169,563 | $194,582 | $160,770 | $(27,081) |
| Income (loss) attributable to the noncontrolling interests | 56,688 | 31,339 | 35,899 | 31,880 | (21,925) |
| Pretax income (loss) from continuing operations attributable to The Andersons, Inc. | 144,069 | 138,224 | 158,683 | 128,890 | (5,156) |
| Adjustments: | |||||
| Transaction related compensation | 11,104 | 7,818 | — | 1,274 | 4,206 |
| Acquisition costs | 2,738 | — | — | — | — |
| Loss (gain) on cost method investments | 1,535 | (4,798) | — | — | — |
| Insurance (recoveries) expenses | (9,650) | (16,080) | 15,993 | — | — |
| Gain on deconsolidation of joint venture | (3,117) | (6,544) | — | — | — |
| Gain on sale of assets and businesses | — | (5,643) | (3,762) | (14,619) | — |
| Goodwill impairment | — | 686 | — | — | — |
| Asset impairment including equity method investments | — | 45,413 | 13,455 | 11,105 | — |
| Severance costs | — | — | — | — | 6,091 |
| Total adjusting items | 2,610 | 20,852 | 25,686 | (2,240) | 10,297 |
| Adjusted pretax income from continuing operations attributable to The Andersons, Inc. | $146,679 | $159,076 | $184,369 | $126,650 | $5,141 |
| Adjustments for executive compensation: | |||||
| Legal fees (1) | 2,094 | — | — | — | — |
| Skyland acquisition (2) | (832) | — | — | — | — |
| Other prior year adjustments (3) | — | (11,100) | (8,878) | 5,721 | 5,494 |
| Total executive compensation adjusting items | 1,262 | (11,100) | (8,878) | 5,721 | 5,494 |
| AIP Adjusted Pretax Income | $147,941 | $147,976 | $175,491 | $132,371 | $10,635 |
(1)Legal expenses incurred in connection with a governmental inquiry that was concluded without any action taken.
(2)As a result of the acquisition of Skyland in the fourth quarter of 2024, the Compensation Committee determined that the income statement impact of the acquisition was to be adjusted for the purposes of the AIP program as the results of the acquired entity weren't included in the target setting process for 2024.
(3)Other prior year adjustments include: operating losses from the deconsolidation of ELEMENT and insurance recoveries in excess of losses on property, plant and equipment in 2023, the Company's share of USDA Biofuel Producer Program funds in 2022, gains on sales of assets and the impact of the legacy Rail segment in 2021, and the impact of the legacy Rail segment in 2020. See prior year proxy statements for additional details.
Adjusted Pretax Income from Continuing Operations Attributable to The Andersons, Inc. - Segment Data
| Twelve months ended December 31, 2024 | |||||
|---|---|---|---|---|---|
| (in thousands) | Trade | Renewables | Nutrient & Industrial | Other | Total |
| Income (loss) before income taxes | $91,433 | $139,495 | $17,988 | $(48,159) | $200,757 |
| Income (loss) attributable to the noncontrolling interests | 1,018 | 56,615 | (945) | — | 56,688 |
| Pretax income (loss) attributable to The Andersons, Inc. | 90,415 | 82,880 | 18,933 | (48,159) | 144,069 |
| Adjustments: | |||||
| Insurance recoveries | (9,650) | — | — | — | (9,650) |
| Transaction related compensation | 11,104 | — | — | — | 11,104 |
| Acquisition costs | 2,738 | — | — | — | 2,738 |
| Gain on deconsolidation of joint venture | — | (3,117) | — | — | (3,117) |
| Loss on cost method investment | — | — | — | 1,535 | 1,535 |
| Total adjusting items, net of tax | 4,192 | (3,117) | — | 1,535 | 2,610 |
| Adjusted pretax income (loss) attributable to The Andersons, Inc. | $94,607 | $79,763 | $18,933 | $(46,624) | $146,679 |
| Adjustments for executive compensation: | |||||
| Legal fees (1) | — | — | — | 2,094 | 2,094 |
| Skyland acquisition (2) | (2,735) | — | 1,903 | — | (832) |
| Total executive compensation adjusting items | (2,735) | — | 1,903 | 2,094 | 1,262 |
| AIP adjusted pretax income | $91,872 | $79,763 | $20,836 | $(44,530) | $147,941 |
(1)Legal expenses incurred in connection with a governmental inquiry that was concluded without any action taken.
(2) As a result of the acquisition of Skyland in the fourth quarter of 2024, the Compensation Committee determined that the income statement impact of the acquisition was to be adjusted for the purposes of the AIP program as the results of the acquired entity weren't included in the target setting process for 2024.
Adjusted Net Income from Continuing Operations Attributable to The Andersons, Inc.
| Twelve months ended December 31, | ||||
|---|---|---|---|---|
| (in thousands, except for per share data) | 2024 | 2023 | 2022 | 2021 |
| Net income | $170,700 | $132,529 | $166,979 | $135,866 |
| Less: income from discontinued operations, net of taxes | — | — | 12,025 | 4,324 |
| Net income from continuing operations | 170,700 | 132,529 | 154,954 | 131,542 |
| Less: Net income attributable to noncontrolling interests | 56,688 | 31,339 | 35,899 | 31,880 |
| Net income from continuing operations attributable to The Andersons, Inc. | 114,012 | 101,190 | 119,055 | $99,662 |
| Adjustments: | ||||
| Transaction related compensation | 11,104 | 7,818 | — | 1,274 |
| Acquisition costs | 2,738 | — | — | |
| (Loss) gain on cost method investment | 1,535 | (4,798) | — | |
| Insurance (recoveries) expenses | (9,650) | (16,080) | 15,993 | — |
| Gain on deconsolidation of joint venture | (3,117) | (6,544) | — | — |
| Gain on sale of assets and businesses | — | (5,643) | (3,762) | (14,619) |
| Goodwill impairment | — | 686 | — | — |
| Asset impairment including equity method investments | — | 45,413 | 13,455 | 11,105 |
| Income tax impact of adjustments (1) | 42 | (3,775) | (5,308) | 300 |
| Total adjusting items, net of tax | 2,652 | 17,077 | 20,378 | (1,940) |
| Adjusted net income from continuing operations attributable to The Andersons, Inc. | $116,664 | $118,267 | $139,433 | $97,722 |
| Adjustments for executive compensation: | ||||
| Legal fees (2) | 2,094 | — | — | — |
| Income tax impact of adjustments (1) | (524) | — | — | — |
| Total executive compensation adjusting items, net of tax | 1,570 | — | — | — |
| Long-term incentive plan net income | $118,234 | $118,267 | $139,433 | $97,722 |
| Diluted earnings per share attributable to The Andersons, Inc. common shareholders from continuing operations | $3.32 | $2.94 | $3.46 | $2.94 |
| Adjusted diluted earnings per share attributable to The Andersons, Inc. common shareholders from continuing operations | $3.40 | $3.44 | $4.05 | $2.88 |
| Adjusted diluted earnings per share attributable to The Andersons, Inc. common shareholders from continuing operations for executive compensation | $3.44 | $3.44 | $4.05 | $2.88 |
(1)The income tax impact of adjustments is taken at the statutory tax rate of 25% with the exception of certain transaction related compensation, goodwill impairments, and impairments of equity method investments.
(2)Legal expenses incurred in connection with a governmental inquiry that was concluded without any action taken.
Return on Invested Capital (ROIC)
| Twelve months ended December 31, 2024 · Twelve months ended, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) · Trade · Renewables · Nutrient & Industrial · Other · Total · December 31, 2023 · December 31, 2022 | ||||||||||||||
| Income (loss) before income taxes from continuing operations | $91,433 | $139,495 | $17,988 | $(48,159) | $200,757 | $169,563 | $194,582 | |||||||
| Income (loss) attributable to the noncontrolling interests | 1,018 | 56,615 | (945) | — | 56,688 | 31,339 | 35,899 | |||||||
| Pretax income (loss) attributable to The Andersons, Inc. | 90,415 | 82,880 | 18,933 | (48,159) | 144,069 | 138,224 | 158,683 | |||||||
| Adjustments (1) | 1,457 | (3,117) | 1,903 | 3,629 | 3,872 | 9,752 | 16,808 | |||||||
| AIP adjusted pretax income | 91,872 | 79,763 | 20,836 | (44,530) | 147,941 | 147,976 | 175,491 | |||||||
| Net interest expense (income) attributable to the Company: | ||||||||||||||
| Interest expense | 24,587 | 2,841 | 6,311 | (1,979) | 31,760 | 46,867 | 56,849 | |||||||
| ROIC adjustments (2) | (10,322) | (3,772) | (4,038) | — | (18,132) | 2,540 | (3,835) | |||||||
| Total net interest attributable to the Company | 14,265 | (931) | 2,273 | (1,979) | 13,628 | 49,407 | 53,014 | |||||||
| Total ROIC pretax earnings | 106,137 | 78,832 | 23,109 | (46,509) | 161,569 | 197,383 | 228,505 | |||||||
| Less: income tax expense (3) | (21,864) | (16,239) | (4,760) | 9,581 | (33,282) | (49,346) | (57,126) | |||||||
| Total ROIC earnings | 84,273 | 62,593 | 18,349 | (36,928) | 128,287 | 148,037 | 171,379 | |||||||
| Invested Capital (4) | 1,009,458 | 219,016 | 315,654 | 1,457,882 | 1,810,063 | 2,432,406 | ||||||||
| ROIC | 8.3% | 28.6% | 5.8% | 8.8% | 8.2% | 7.0% | ||||||||
(1)For a reconciliation of AIP adjusted pretax income to the nearest applicable GAAP measure see the AIP Adjusted Pretax Income table above.
(2)ROIC Adjustments are comprised of the impact of accounts receivable factoring fees used in lieu of short-term borrowings, interest income from cash on hand not netted within Interest expense in the Consolidated Statements of Operations, net interest attributable to noncontrolling interests, and net interest attributable to the acquisition of Skyland in 2024.
(3)Income tax rates for the 2024 plan year were taken as the Company's effective tax rate less the positive impact of the noncontrolling interest on the tax provision. This resulted in a tax rate of 20.6% for the 2024 plan year. In the 2023 and 2022 plan years a blended federal, state, and local tax rate of 25% was used in the calculation.
(4)Invested capital is comprised of total equity and debt, less cash and cash equivalents and net debt attributable to the noncontrolling interest using a five-quarter rolling average.
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