Good morning, ladies and gentlemen, and welcome to The Andersons 2026 third quarter earnings conference call. My name is Joe, and I will be your coordinator for today. At this time, all participants are in a listen-only mode. Later, we will facilitate a question-and-answer session. To ask a question at that time, you may press star then one on your telephone keypad to join the queue. To withdraw yourself from the queue, please press star then two. As a reminder, this conference is being recorded for replay purposes. I will now hand the presentation to your host for today, Mr. Mike Hoelter, Vice President, Corporate Controller, and Investor Relations. Please proceed.
Good morning, everyone, and thank you for joining us for The Andersons third quarter earnings call. We have provided a slide presentation that will enhance today's discussion. If you are viewing this presentation via the webcast, the slides and commentary will be in sync. This webcast is being recorded, and the recording and the supporting slides will be made available on the Investors page of our website shortly. Please direct your attention to the disclosure statement on slide two, as well as the disclaimers in the press release related to forward-looking statements. Certain information discussed today constitutes forward-looking statements that reflect the company's current views with respect to future events, financial performance, and industry conditions. These forward-looking statements are subject to various risks and uncertainties. Actual results could differ materially as a result of many factors, which are described in the company's reports on file with the SEC.
We encourage you to review these factors. This presentation and today's prepared remarks contain non-GAAP financial measures. Reconciliations of the GAAP to non-GAAP measures are included within the appendix of this presentation. On the call with me today are Bill Krueger, President and Chief Executive Officer, Brian Valentine, Executive Vice President and Chief Financial Officer, and Mark Simmons, Executive Vice President, Renewables. After our prepared remarks, we will be happy to take your questions. I will now turn the call over to Bill.
Thanks, Mike. Good morning, everyone, and thanks for joining the call to discuss our third quarter results and outlook. I'd like to start by thanking all our team members as they work safely through the busy harvest season across our plants and elevators. We're making considerable progress in accomplishing our One Andy mindset and culture. Our third quarter results are just one example, as we delivered record third quarter EPS for our shareholders. Our year-over-year trailing 12-month adjusted EPS has grown from $2.56 in the third quarter of 2025 to $6.67 today, putting us well on our way to achieve our stated target of $7 EPS exiting 2028. Starting with renewables. While successfully performing all our fall shutdowns, we're able to generate year-over-year improvements on our base ethanol production due to improved co-product values, lower corn basis, and focused plant operations.
These results are even more impressive when you consider that board crush was down $0.10 per gallon year-over-year. With volatility back in the grain markets, our agribusiness segment delivered improved results in our merchandising businesses. Our grain assets were impacted by less space income on wheat and reduced grain volume due to lower yields and weak demand in the Western Corn Belt. The Port of Houston project is now complete. We have initiated both our originations and marketing programs, kicking off our combined domestic and export soybean meal strategy. We have made substantial progress on our Clymers, Indiana debottlenecking project, with a targeted run rate increase in production of 30 million gallons by Q3 2027. We announced this morning the signing of a material acquisition, which we will speak to at the end of our prepared remarks.
With that overview, I will turn the call over to Brian to discuss our financial results. I will be back after his update to discuss the outlook for the fourth quarter and early 2027.
Thanks, Bill, and good morning, everyone. We are now turning to our third quarter results on slide number five. In the third quarter of 2026, the company reported net income attributable to The Andersons of $46 million, or $1.36 per diluted share, and adjusted net income of $47 million, or $1.38 per diluted share. This compares to adjusted net income of $29 million, or $0.84 per diluted share, in the third quarter of 2025. Gross profit increased for both business groups as fundamentals were improved over the prior year. Adjusted pre-tax earnings were $54 million compared to $31 million in 2025, with both segments contributing to the increase. Adjusted EBITDA for the third quarter was $101 million compared to $78 million in 2025.
Our effective tax rate varies each quarter based primarily on tax credits earned and the amount of income or loss attributable to non-controlling interests. We recorded taxes at an effective rate of 13% for the third quarter and expect our full year adjusted effective tax rate to remain in the range of 14%-18%. Next, we will move to slide six to discuss cash, liquidity, and debt. We generated cash flow from operations before changes in working capital of $83 million in the third quarter of 2026, compared to $68 million in 2025, with the increase being driven from the stronger year-over-year earnings. In addition, we recently signed an agreement to sell the majority of the 45V tax credits that we are generating in 2026 and expect that most of the cash should be received later this year.
Our short-term borrowings are up as we have seen increased market volatility in 2026. However, our readily marketable grain inventories remain well in excess of our short-term debt, which is consistently the case throughout the ag cycle. Next, we will take a look at capital spending and long-term debt on slide number seven. Third quarter capital spending was $60 million compared to $67 million in 2025. This includes the funding of previously announced long-term growth projects as well as normal maintenance capital. We continue to take a disciplined, responsible approach to capital spending, which we expect will be approximately $225 million for the year, excluding acquisitions. We also completed share repurchases of approximately $15 million this quarter. Our long-term debt to EBITDA is 1.3 x, which remains well below our stated target of less than 2.5 x.
We continue to evaluate various acquisitions and organic growth projects and have a strong balance sheet that will support investments that meet our strategic and financial criteria. Now, we will move on to a review of each of our business segments, beginning with agribusiness on slide eight. The agribusiness segment reported adjusted pre-tax income attributable of $9 million compared to $2 million in the third quarter of 2025. Agribusiness saw good improvement this quarter and on a year-to-date basis remains well ahead of the prior year. Strong execution and volatility during much of the quarter provided more opportunities for our merchandising businesses. However, with a late start to harvest, our asset footprint saw less space income in the quarter. Our fertilizer results were similar to 2025 in this seasonally quiet quarter.
We also remain pleased with our continued focus on optimizing our business portfolio, which has resulted in ongoing benefits year over year. Agribusiness had Adjusted EBITDA of $40 million in the third quarter compared to $29 million last year. Moving to slide nine, Renewables had another strong quarter, generating pre-tax income of $63 million compared to adjusted pre-tax income attributable of $46 million in the third quarter of 2025. Our ethanol plants continued to perform well with efficient operations. Plant profitability was up year over year on lower eastern corn basis and higher co-product values, despite lower ethanol board crush margins. While we have benefited from improved corn oil prices and higher renewable feedstock volumes, our merchandising results were lower year over year on competition from foreign feedstocks and lower demand from bio-based diesel plants.
Renewables had EBITDA of $78 million in the third quarter compared to Adjusted EBITDA of $67 million last year. With that, I will turn things back over to Bill for some comments about our outlook and to introduce Harvestone Low Carbon Partners.
Thanks, Brian. In agribusiness, we've discussed the western drought conditions and reduction of volumes in that region. While these conditions may have a negative impact on our western assets, it provides an opportunity for our merchandising teams to creatively meet the customer's needs. This is a strength of our complementary asset and merchandising portfolio. The unusually high rainfall across much of the U.S. in August appears to have improved soybean yields to above average nationally. The rainfall will replenish subsoil moisture and combined with market prices, should drive increased planted acres of both hard and soft wheat, which should benefit agribusiness. Our eastern assets are finishing up what has turned into a great harvest. We're seeing record soybean yields with strong receipts. The corn crop has shown higher than normal variability in yields, but in total, we expect to see our harvest volumes for corn and soybeans exceed initial expectations.
This should provide opportunities for improved elevation margins and space income. This further supports the value of our vertical integration of originating lower-cost and higher-quality corn into our ethanol plants. While we are optimistic about the fundamentals in agribusiness, post-harvest market dynamics could impact timing of income over the next two quarters. The tailwinds in biofuels should continue to drive solid domestic corn and soybean demand, which is critical for the U.S. farmer. With the favorable October weather, our fall applications and fertilizer sales are off to a good start. Farmers are maintaining application rates, and volumes in the East are solid. As mentioned earlier, the Port of Houston project is operational, expanding our domestic and export soybean meal capabilities. We believe this location will be an outlet for Midwestern origins and a competitive alternative for global buyers.
We feel that our history of working with CPG companies on sustainability goals will provide us with a competitive advantage as we roll out our regenerative ag programs for corn originations into our ethanol plants. These programs are built on leveraging traceability back to the farm gate, agronomic practices, and compatibility with lower carbon objectives. Our goal is to reward the farmers who participate in these programs to reduce the carbon intensity of the corn they produce. This will benefit both our agribusiness and renewable segments, again demonstrating our One Andy approach. In the renewables segment, we expect to see increased production of ethanol as we move into 2027. U.S. ethanol exports are expected to remain strong. Elevated global fossil fuel prices and the RVO continue to support ethanol demand and favorable blending economics.
The passing of year-round E15 would drive even more blending, reducing the cost of gasoline to the American consumer. We are evaluating additional projects to reduce the carbon intensity of the ethanol we produce, as we believe this will be accretive to long-term shareholder value. Our renewable diesel feedstock merchandising business expects to see increased production in bio-based diesel in Q4 and 2027 to meet the RVO requirements, and this should provide additional growth opportunities for our feedstock merchandising business. Next, I'd like to share some information about the acquisition we announced this morning. As you know, increasing our ethanol production through capital projects and acquisitions has been part of our stated strategy. We have evaluated several plants with a focus on location, efficiency, proximity to feedstock, and access to North American LCFS markets.
We are now pleased to announce the signing of an agreement to acquire Harvestone Low Carbon Partners, HLCP, the owner and operator of three ethanol plants that produce approximately 215 million gallons of ethanol annually. These three plants include Blue Flint Ethanol and Dakota Spirit, located in North Dakota, and Iroquois Bio-Energy Company, IBEC, located in Indiana. HLCP has a key position in the production of low-carbon ethanol. Blue Flint has been sequestering carbon on-site for approximately three years and uses waste steam generated by a nearby power plant to attain one of the lowest carbon intensity scores in the industry. Dakota Spirit is expected to begin sequestering carbon in early 2027 and uses waste steam generation in its process. Both North Dakota plants are well-located to reach U.S. and Canadian low-carbon ethanol markets.
The IBEC plant in Indiana has filed their Class VI well permit with the EPA and is in technical review, much like our Clymers, Indiana plant. IBEC is expected to begin sequestering carbon in late 2028. All three of the HLCP plants have potential debottlenecking opportunities and have been well-maintained. HLCP provides us with several competitive advantages. Location of the North Dakota plants gives us exposure to Western Corn Belt markets in a region that has exportable surplus of corn, with acres forecasted to increase. These plants also have access to both U.S. and Canadian low-carbon fuel markets due to location and their rail service. Blue Flint and Dakota Spirit will be two of the limited number of plants able to sequester carbon on-site in 2027. This is a competitive advantage compared to pipeline options. Finally, we bring our vertically integrated approach to sourcing corn and merchandising ethanol and co-products.
With the larger production footprint, we will have more merchandising opportunities. We have agreed to a purchase price of $915 million, inclusive of working capital. Approximately half of the purchase price is attributed to expected 45Z and 45Q tax credit cash flows, with the remainder of the underlying base ethanol operations and additional low-carbon opportunities. The acquisition will be financed entirely through debt, with approximately $300 million from existing revolver credit facility and $615 million in additional committed long-term debt. At transaction closing, we expect long-term debt to EBITDA to be approximately 2x, well below our target of less than 2.5x. As a result of the significant cash flow that we are projecting from the combined enterprise, we expect to have most of the debt repaid within five years.
We expect this transaction to be immediately accretive to EPS and generate EBITDA in a range of $225 million-$250 million each of the next three years. We are excited to welcome the HLCP employees to the ANDE family and believe they will add strength to our ethanol team. We anticipate closing later in the fourth quarter or soon after the first of the year. In our 2025 Investor Day, we identified several strategic and financial criteria for growth through M&A. This acquisition checks all the boxes, and we are looking forward to the combination of these plants with the ANDE ethanol footprint. We bring deep expertise in grain origination, commodity merchandising, logistics, ethanol, and co-product marketing that complement HLCP's existing capabilities and positions the combined team to unlock additional value.
We anticipate on closing of the transaction that our production volume will reach approximately 730 million gallons annually, moving to 760 million gallons in Q3 2027. Our team first started talking with HLCP in late 2024 about a potential transaction. We have been able to spend time with their leadership team and understand their plants very well. We believe that the leadership and operational integration will be seamless. When we look at the commercial integration, we already have established teams that merchandise and market all the products, and this will provide us with the opportunity to handle 40% more volume. The strength of the combined teams should provide a solid foundation to ensure a successful integration. We are happy to answer your questions at this time.
We will now begin the question-and-answer session. Again, to ask a question, you may press star then one on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the keys. To withdraw a question, please press star then two. On today's call, we ask that you please limit yourself to one question and one follow-up. You may rejoin the queue if you have additional questions. At this time, we will pause just momentarily to assemble our roster. Our first question here will come from Ben Klieve with StoneX. Please go ahead.
All right, thanks for taking my questions, and congratulations on both a nice quarter and especially on the acquisition announcement. I'd like to start, Bill, where you left off regarding the kind of the relationship and the history here with the acquisition. You noted that that conversation began at the end of 2024. I'm curious if you can elaborate a bit on your relationship with them over the years. Have these been facilities that have been customers of yours from a trading perspective? I'm just wondering kind of how deep your relationship is in the context of you now feeling comfortable enough to pull off the news of the acquisition.
Yeah. Morning, Ben. How their markets work, we would have very little transactional business with them. Their ethanol would tend to flow to different destinations than our four plants do, which is one of the reasons why we were very interested in them. They have ample corn demand right in their backyard. They have a solid feed business, and the DCO markets, we do interact with them in that area. But that's kind of the beauty of this acquisition, or potential acquisition, excuse me, is that there is a lot of synergy value and just straight growth into geographic regions that, quite honestly, if you look at North Dakota corn, it's one of the few areas that are left that The Andersons doesn't have a strong presence in, and this will provide that.
Very good. That is helpful. Then, my follow-up on this is that it seems like you are uniquely compelled by the opportunity provided by the carbon sequestration throughout the three facility footprint here. I am wondering if you can talk about how your perspective on acquiring this business has evolved over the last couple of years as their investments into CCS have progressed, and especially as the kind of regulatory dynamic around carbon sequestration has evolved. Is this something that really became a catalyst for an acquisition here recently, or am I overthinking it?
No, I do not think you are overthinking it at all. The Andersons is focused on having the capability to sequester carbon for a number of years, going back to one of our plant in Ohio, maybe seven, eight years ago. So, this has been on the forefront of our strategy and one that we have talked about publicly. We started talking publicly about Clymers three years ago, and we are very close to having our well permit, our Class VI well permit. But what we really like about this opportunity is, we are in the carbon sequestration game on site the day after closing. We have spent a lot of time analyzing and researching the long-term value of low CI ethanol and the benefits that it will provide, not only in North America, but globally. So, I would not say this has been a shift.
It has been a strong focus and one of the reasons why we have been committed to getting the CCS program going at Clymers.
Got it. Very good. Well, I appreciate that, color. Congratulations again to you and the whole team on this. I will get back in queue.
Thank you.
Our next question will come from Derrick Whitfield with Texas Capital. Please go ahead.
Good morning, guys, and also congrats on the quarter and acquisition. Wanted to start with Harvestone first. The EBITDA generation from those facilities appears very strong. My quick search indicates their nameplate is in the 215 million to 220 million gallon range on an aggregate basis. W hen I think about the efficiencies that you guys operate your plants at today, could you offer some perspective on the degree of debottlenecking you could achieve against that capacity? Also, just where does the CI sit on average today across those plants?
Morning, Derrick. I can certainly take that. I will probably have Mark Simmons, our EVP of Renewables, answer part of the question for you. The total capacity today, as we have stated, is 215 million gallons. We believe that all three plants have debottlenecking opportunities that will be relatively low cost of capital. As we have been able to do that at our plants over the past couple years, we believe there is an opportunity to certainly surpass 250 million gallons across the three plants combined, and it will take probably 24-36 months to achieve, maybe a little less than that. That is one of the thoughts that we had and gave us a lot of interest early in it. In terms of efficiencies in the three plants, this management team is excellent at running plants.
It was a lot of fun with our team and their team when we were on site looking at them. They literally talk and think about successful operation of ethanol plants the exact same. The Dakota Spirit plant has a different technology, Thermal Kinetics. The other two are ICM, which we obviously know ICM very well. We were impressed with that technology and the potential. So, in terms of us bringing immediate improvement to their plant operations, I would tell you it's only going to come through the economies of scale, because the team they have in place today is really good. I will turn over the CI questions to Mark.
Yeah, thanks, Bill. Starting with the CI scores, BFE has one of the lowest CI scores in the industry today due to the efficiency of the plant. We talked earlier in the earnings call about the waste steam that provides energy to the plant. That's one component of it, and then also the carbon capture and storage capabilities. DSA, once sequestering, will have very similar, so lowest in the industry from a CI perspective.
Terrific.
And-
I guess Yeah, please go ahead.
Thanks, Derrick.
Then just as my follow-up, you guys are really excited, and seem really excited about the downstream market exposure you're gaining through this acquisition. I guess, could you maybe offer some perspective on where the product is being sold today? As you think about your existing business today and your ethanol markets you're selling into, does it fast-track your ability to find higher value markets as you kind of think about piecing this together?
Yeah, good question. The IBEC plant will hit destinations very similar to Clymers. We understand those markets, both for the co-products and the ethanol, very well. The North Dakota plants, obviously with proximity to Canada, that is a market that we're focused on. There's also opportunities where we can go in the U.S. to low-carbon destinations. It really will give us the flexibility to find both new markets and then be able to leverage those markets with our ethanol merchandising business. I think you hit it exactly. IBEC will fit right into our current set of customers. Blue Flint and Dakota will allow us to develop an even broader customer base.
Terrific. Great update, guys. Congrats again.
Our next question will come from Ben Mayhew with BMO Capital Markets. Please go ahead.
Hey. Good morning, everyone. First of all, congratulations on a fantastic deal. It is really, really great. My first question is about the deal and kind of segueing off what was asked before. I would like to dig into your anticipated EBITDA assumption. On the low end, it looks like, call it, a little over $1 EBITDA per gallon is expected out of these three plants over the next three years. Is there any way to dissect that even further and kind of parse out what is tax credit versus what is your assumption on ethanol margin? How do these margin levels compare to your existing plants? Let us start there.
Thanks for the question. Let us start with how these margins compare to our current plants. If you take Denison, Iowa, they are very similar in operational cost, pretty close to the same size, same dynamic, same technology, other than Dakota Spirit, but very similar on operational costs. We have often talked about the efficiencies gained by larger plants, and that ranges year to year.
Our larger 140 million, 150 million gallon plants are going to have a little bit of scale of efficiencies. That is one reason why we are so excited about really focusing on expansion at all three of them. But the other question that you have is trying to break out the 45Z versus what we have now started to look at is base ethanol and additional low CI opportunities. The two North Dakota plants are able to add to that second bucket at a rate that our current plants cannot.
The ability to have CI scores very close to zero or below zero really provide a lot more value. The one item that I would caution you on, and I can let Brian talk a little bit about the EBITDA numbers, is the traditional model of looking at ethanol plants and saying, "Well, this is their EBITDA, and we are going to strip the 45Z out, discount that for the sale, and then this is what the plant operations make." That is really not the way you can look at plants that are sequestering carbon. There is a cost to compress the CO2. There is a cost to go down hole. There is a transportation cost for that. So, I would caution anyone that says, "Well, they are making X on 45Z net." EBITDA, and everything else is operational, because that formula simply will not work.
As we get farther into discussions down the road post-closing, we will be able to talk more freely about that. That would be my overarching comment to anyone who is trying to analyze this deal, is make sure you are putting the right EBITDA in the right bucket, because it is going to cost you more operationally to generate a CI score in the single digits or even negative, if that makes sense.
Yes, that certainly makes sense, and thank you for all that detail. Okay. I am going to transition to legacy business here. I mean, there is just so much to ask, but I am going to go with legacy business. You mentioned on the agribusiness side that there could be a little bit of timing to consider in terms of when the profits hit. Can you just elaborate on that a little further? Does this mean some fourth quarter will get kind of deferred into first quarter, or how do you see that working?
I knew that comment would raise a question exactly like you asked. What I can tell you is, a little bit unlike last year when we talked at this call about the potential of pulling some profits forward because of the large elevation margins at harvest that we were able to, we will not pull any Q1 profits into Q4. We are in the middle of November right now, so it is hard to answer your question. I do not want to avoid it, but if you think through, we have had a delayed harvest in the Eastern Corn Belt and, quite honestly, Iowa and Nebraska. That delayed harvest can often generate the opportunities to generate more space income if you wait into Q1 or Q2 of the following year. I am not saying that today.
I just want everyone to understand, when you are finishing up harvest in the middle of November, it is different than finishing it up the third week of October. That dynamic, you can look at the carryout, you can look at the price of the corn board today, and when you stack all that up, it is one thing that you need to be thinking through overall. As I said, that should not be a net negative when you look at the size of the crop and the size of our harvest handle, which has exceeded our expectations.
Got it. That all makes sense. I am going to join the queue again, so thank you.
Again, if you have a question or a follow-up, you may press star then one to join the queue. Our next question will come from Pooran Sharma with Stephens. Please go ahead.
Good morning, and thanks for the question here. Congrats on the quarter and the deal as well, the announcement of the transaction. I think that has been pretty well covered, so maybe I will just focus my questions on the core business and just maybe focusing on Renewables. We have seen D6 RIN pricing trend down significantly, kind of since this biofuel policy uncertainty has been kind of pushed into Q1 of next year. Wanted to kind of get your thoughts on what you have been hearing. Does this concern you? This, on paper, seems like it makes blending economics a lot worse from maybe where they were in the summer, but is it still kind of Are refiners still incentivized to keep blend rates high? Just wanted to get your thoughts there.
Yeah, this is Mark Simmons. Thanks for the question. Yeah, certainly the volatility in the RINs market has been quite volatile, I guess, over the last 60 days. That is primarily because of the reallocation still being in the air and in common period. It has affected the blend margin, but the blend margin is still high enough to incentive domestic blending and increases in blends. So, although it has impacted it, I think that the overall effect has been minimal.
Okay. Appreciate that, Mark. I know you guys didn't really cover it, but I think in the past you've alluded to hedging in the weaker parts of the year for Renewables, and that's typically Q4 or Q1. Just wanted to ask, with ethanol margins where they were, did you lock in any of your Q4 production? Just wanted to get your sense for hedging here as we look forward.
As we always answer this question, we believe it's in the best interest to disclose what we've hedged post-earnings report. As an organization, we tend to focus on when it makes sense to put on forward hedges and when we think the cash market will pay us to stay in the spot. We'll be able to address any Q4 hedges that we had on when we do the Q4 earnings release.
Okay. No worries. Maybe just one quick one. You kind of alluded to it on your prepared remarks, but maybe just want to get a sense of pace of farmer selling. Had some pretty big crop price rallies here in Q3. Wanted to get a sense of where the farmer stands in the pace of selling in old crop and new crop as we sit here today.
Yeah. Old crop's pretty much behind us, right? With the percentage of corn harvested for the 2026 crop. The producer did have, and it's a really good question. The producer had a great opportunity, I'm going to say 60 days ago, when we got to $5.40 Dec corn. That was a really good opportunity to not only sell the balance of their old crop and their 2026 crop. We did see some producers take advantage of that. As I mentioned in the prepared remarks, we saw quite a bit of volatility. Our merchandising businesses tend to perform better when that happens. With the recent sell-off, farmer selling has really slowed, and rightfully so. They were able to get the cash flow needs that they needed for Q4. They watched these futures drop $0.70-$0.90, and so the farmer selling for Q4 has slowed considerably.
Now, that will generally provide merchandising opportunities and space income, and goes right back to the comment that I made that it may make more sense for The Andersons to look at Q4 versus Q1 on when to market the corn and beans that we dump at harvest.
Got it. Appreciate the color, Bill.
This concludes the question-and-answer session. I'd like to turn the conference back over to Mike Hoelter for any closing remarks.
Thanks, Joe. We want to thank you all for joining us this morning. Our next earnings conference call is scheduled for Wednesday, February 17, 2027, at 8:30 A.M. Eastern Time, when we will review our fourth quarter results. As always, thank you for your interest in The Andersons, and we look forward to speaking with you again soon.
The conference has now concluded. Thank you for attending today's presentation, and you may now disconnect your lines.