AGM 2020

May 6, 2020

Hello and welcome to the Green Plains Inc. Twenty twenty Annual Meeting of Shareholders. Please note this meeting is being recorded. It is now my pleasure to turn today's meeting over to Wayne Chairman of the Board of Green Plains. Mr. Huvestahl, the floor is yours. Thank you. Good morning, and welcome to the twenty twenty Annual Meeting of Shareholders for Green Plains Inc. My name is Wayne Huvestahl, and I'm the Chairman of the company's Board of Directors. Today's virtual only meeting is a live webcast. We believe in engaging with our shareholders. And due to the various restricted travel recommendations and social distancing guidelines, we hope that this virtual meeting will maximize the participation of shareholders regardless of their location. Thank you very much for to those who are participating in our meeting online today. At this time, I'd like to call the meeting to order. We will be following a meeting agenda this morning, which is on the first slide of the online presentation. If you need a copy of the annual report or proxy statement, the links are provided online. After we conclude the formal business of the meeting and Todd Becker, our CEO, has presented a business update, you will have an opportunity to ask questions by submitting them online. I'd like to take this opportunity to introduce the company's directors and executive officers who are also joining us online. Directors joining today are Jim Anderson, Jim Crowley, Gene Edwards, Gordon Glade, Einar Knutson, Tom Manuel, Brian Peterson, Elantraire and Todd Becker. Officers joining us today are Patrick Simpkins, Paul Kolamaya, Michelle Mapes, Walter Cronin and Mark Hudak. Also, to introduce our auditors from Drew Blossom, Nate Bronson, Andy Schweitzer. And lastly, also attending are Board members of Green Plains Partners, Clay Killinger, Jerry Peters, Brett Riley and Martin Salinas, Jr. The Board of Directors set 03/12/2020, as the record date for the determination of shareholders entitled to notice and voting at this annual meeting. We have a record of shareholders as of that date and is available for inspection by any shareholder during business hours. I would now like to call on the secretary, Michelle Mapes, to report the presence of a quorum and notice of the meeting. Ms. Mapes, is there a quorum present? Thank you, Wayne. There are present online and presented by proxy the holder of 30,242,402 shares of common stock entitled to vote at the meeting out of the total of 35,050,036 shares. Since the majority of the company's shares is represented, a quorum is present and business may be transacted at the meeting. Please file the proxies with the company records. Present here, Wayne, is a certified list of the holders of the company's common stock at the close of business on 03/12/2020, the date fixed by the Board of Directors for determining the shareholders entitled to notice and voting at this meeting. Also present are copies of the meeting notice, proxy statement, proxy, annual report and affidavit from the company's transfer agent regarding the mailing thereof. Thank you. We will not read the minutes of the twenty nineteen Annual Meeting, but you may request a copy of those minutes from the Secretary. I hereby appoint Mr. Phil Boggs to act as Inspector of Election at this meeting. There are four items of official business described in the proxy statement that we are here to vote on. The first order of business is the election of three directors: Shareholders wishing to recommend a prospective Board nominee for the Nominating and Governance Committee's consideration can do so by writing to the Corporate Secretary. The company did not receive any shareholder recommendations for consideration prior to the twenty twenty Annual Meeting of Shareholders. As such, the nominees included in the proxy statement for the election of directors, Jim Anderson, Wayne Huvestahl and Einar Knutson are nominated. According to the company's bylaws, directors are elected by a plurality of votes cast at a duly called meeting. Therefore, the three nominees receiving the most votes at today's meeting will be elected as directors. The second order of formal business is to amend the Green Plains Inc. 2019 equity incentive plan as described in the compensation discussion and analysis section and related disclosures in the proxy statement. We are seeking an increase in available shares of 1,600,000 shares. The third order of formal business is the ratification of the selection of the company's auditors. The Board of Directors and Audit Committee believe the continued retention of KPMG LLP to serve as the company's independent registered public accounting firm is in the best interest of our shareholders. Accordingly, the audit committee has recommended that KPMG serve as the company's independent auditors for the fiscal year 2020. The ratification of the selection of KPMG as the company's independent auditors for the 2020 fiscal year must be approved by a majority. The fourth order of formal business is the advisory vote to approve the company's executive compensation. As described in the compensation discussion and analysis section and related disclosures in the proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the company's named executive officers as well as the compensation philosophy, policies and practices. We will now proceed with voting. As no other business is scheduled for shareholders, I declare the polls open and direct that votes by shareholders be taken by electronic ballot. Each holder of common stock is entitled to one vote for each share held at the close of business on the record date. Shareholders who have previously provided unless they want to revoke their proxy and vote by electronic ballot at this meeting. If you have not voted or wish to change your vote, you may do so now by clicking on the link provided online. If you have already voted and do not want to change your vote, then there is no need to take any further action. We will pause for a brief moment while votes are tallied. All shareholders present online or by proxy have had the opportunity to vote. The online voting will now be closed. Based on the preliminary review of the votes cast, the inspector has informed me that all nominees for the Board of Directors have been elected. The amendment to the company's 2019 equity incentive plan was approved. The appointment of KPMG as the company's auditors has been ratified, and the company's executive compensation proposal has been approved. The inspector of election will furnish the secretary a written report of the final vote count of all matters voted on today, which shall be included as part of the minutes of the meeting. We will now close the official business portion of the meeting. Thank you very much for joining us online for our Annual Shareholder Meeting. I would now like to invite our President and Chief Executive Officer, Todd Becker, to provide an update on Green Plains. You will have an opportunity to ask questions following his presentation. You may submit questions online by clicking on the dialogue icon in the upper right corner of the meeting center screen. Mr. Todd Becker. Thank you, Wayne. First off, I wanted to give you a review of our 2019 operations. During 2019, we had a net loss of $4.38 per diluted share or $166,900,000 as it was a very challenging year. Adjusted EBITDA was minus $35,100,000 but we did end the year in a strong liquidity position with $269,000,000 in cash and $289,000,000 available under committed revolving agreements. In 2019, we produced eight fifty six million gallons, running our capacity at approximately 76%. The crush margin was approximately $02 a gallon or $4,200,000 and very and with a very weak ending of the year. We processed around 300,000,000 bushels of corn, sold 2,200,000 tons of livestock, feed and distillers grains and sold almost 300,000,000 pounds of industrial corn oil. We managed our capital during 2019 and issued $115,000,000 in 4% convertible notes due in 2024. We repurchased $56,800,000 of remaining principal of the 2019 convertible notes. The company approved an additional company Board of Directors approved an additional $100,000,000 to repurchase shares, taking the previous amount from $100,000,000 to $200,000,000 And we returned $61,600,000 to shareholders through the repurchase of 5,400,000.0 common shares. In addition, during the year, we did form a joint venture to operate Green Plains Cattle Company, selling 50% of the interest for $77,000,000 which allowed us to take the company off the balance sheet. We did sell our 50% joint venture interest in JGP Energy Partners for $29,000,000 plus working capital, which increased our strength of the balance sheet. And we did complete our first Project 24 upgraded Wood River Nebraska biorefinery. So over the year, we continue to transform the company over the past two years and that was through our portfolio optimization plan, which is now effectively complete. We did sell $780,000,000 in assets over the previous five quarters and we reduced our debt by nearly $1,000,000,000 and continue to have a strong liquidity position with over $2.00 $5,000,000 in cash at the end of the first quarter. In addition, we continue to invest in our future. Project 24 is on a path to be completed in 2020. We're investing in high protein with Shenandoah fully online. We're creating sustainable co products to drive higher and more resilient margins, and we continue to form partnerships with such parties as Novozymes, Optimal Aqua and other strategic players to continue to run our business. So who are we today? We have 13 sustainable biorefineries where we continue to focus on ESG and the environment. We had $2,400,000,000 in revenue in 2019. We processed 11,000,000 tons of corn as one of the largest corn processors in the world. We have $1,100,000,000 production capacity in gallons of ethanol. We produced 2,900,000 tons of distillers grains, 300,000,000 pounds of corn oil. We continue to transform our platform to higher value co products and byproducts of the ethanol process. And we have over 1,000 employees, which includes our cattle joint venture. We do experience headwinds and tailwinds, and I want to talk a little bit about that today. Some of the headwinds that we've been experiencing over the last year. First off was the small refinery exemptions, which we believe destroyed over 4,000,000,000 gallons of demand for our products. Lack of access for E15, which we're hoping that the EPA and the USDA continue to make changes that affect that positively. China, the trade war that truly had an effect on our company last year. And then finally, this year, some of the headwinds we have today are is the COVID-nineteen crisis and really driving miles down, gasoline demand down as well. But there are always tailwinds in this industry. And for our company, the 2020 RVO, Renewable Volume Obligation, which is what's the expected usage for ethanol, is going to be 15,000,000,000 gallons this year and a true 15,000,000,000 gallons as we have won the Tenth Circuit case and the EPA has committed to be 15 equals 15. In trade, we expected 1,500,000,000 gallons of exports in 2020. We do think that is at some risk with the COVID-nineteen crisis and that's probably going to be lower this year. And hopefully for the rest of the year, we will start to see China come in and buy the committed volumes that they discussed in the trade agreement, which we think would be also a tailwind. At existing margins, we anticipate and we've seen it as the supply is being reduced, where the margins have hit a bottom, but they still are very are slightly negative. There's hundreds of millions of dollars available for future USDA higher blend infrastructure, and we continue to press the EPA on higher blend flowing E15 through E10 pumps. That's one of the most important factors that we see to continue to drive E15 demand. What we are seeing though is E15 is now sold in 30 states at 2,100 or plus locations as of March 2020. We still expect 3,000 sites by the end of the year. We just saw the USDA increase infrastructure funding yesterday to accelerate the rollout. And we're pressing them, as I said, for E15 through an E10 infrastructure, but also really to change the label as we believe that is a negative look when a consumer drives up and wants to buy E15. But more importantly, these automakers approved the use of E15 in 90% of twenty twenty models. So we're excited about it and you can see on the graph the retail locations that we're starting to see some of these E15 pumps go through. We continue to expand our export markets. We start to we have grown exports, but we do believe 2020 could be on the defensive unless China does step in and China could step in and easily clear the excess capacity in The United States and we're pressing the administration as they press China to live up to their obligations in the Phase one export agreement with them. In addition, our distillers exports for 2019 were about 10,800,000 metric tons or 25% of the production in The United States. And you can see the countries, Mexico, Vietnam, South Korea and Thailand took 41% of the exports. We do expect China to come back into the market as well through the reconciliation of the trade war. But we're really on a total transformation plan. Our processing plants are being fully converted to biorefineries where we can use mechanical and enzymatic processes to crack open this corn kernel and really go after the highest value proteins that are available inside the corn kernel. And we started that in Shenandoah and we expect to roll that throughout our platform. We just continue to focus on driving higher values on producing production of higher proteins, better corn oil yields, improved remaining distillers grains because after you take out that highest value protein, what you have remaining is a very high value distillers grains that does other things for the animal than in the past. Lower operating costs for Project 24 and we continue to optimize all of our components. You can see the slide on the right where as we're going to move from Green Plains one point zero to Green Plains two point zero, moving from distillers grains traditional distillers grains ethanol and corn oil to actually high protein animal feeds greater than 50% protein, higher corn oil yields and new products that we're developing with our partners. But in order to be successful in two point zero Green Plains two point zero, you have to be really good in your generation one assets. And that means you have to continue to reduce your OpEx per gallon. So as we announced in Project 24, we developed an exclusive relationship and partnership with ICM to develop the technology to drive our operational cost savings at non ICM plants down significantly and we've been so far successful at doing that. It gives us a distinct advantage in our operational costs and transforms Green Plains into low cost, low carbon, closed loop and sustainable biofuels producer. We anticipate that most of our plants, if not all of them, will be in the top 15% or 20% of the lowest cost producers upon completion. Our first project at Wood River was completed in November. We've also completed two more since then, and we're starting to see the same type of results that you see on the right side of the slide where we started out at $0.32 or higher cents per gallon of OpEx and we're actually down into the low very low 20s at the plants that we've upgraded. And that puts those plants squarely into the top 10% or 20% of the industry. So once we're really good at generation one and reduce our operating costs and get back into the top quartile of this industry, we believe there's a thesis that world protein demand continues to grow. As you can see, since 02/2010, demand has grown somewhere between 10,000,015 tons a year every single year, notwithstanding a drought or the ASF crisis of twenty eighteen. And so what we've decided to do is we want to participate in that. And with through the Fluid Quip technology that we've bought and purchased for our asset in Shenandoah, Iowa, we can now isolate the highest value of corn kernel producing higher than 50% protein animal feed from at least 20 of this distiller's grain production today. And in fact, we're seeing even better results than that as we speak. And that's really what leads us to how we're thinking about the future of this company. When we look at our protein initiative and when we look at Green Plains two point zero, we really think about it as a J curve. And so when we started the initiative, we thought to ourselves, let's just make 48% protein similar to high protein soybean meal and we thought that would add about $0.12 a gallon uplift to the margin structure. We came right out of the gate at 5352% to 53% protein. And so we're starting already to move up the J curve. And so we're starting to send out product today that we believe ultimately will bring zero two one dollars a gallon uplift and that's before we do any other technology improvement with our partners at Novozymes and continue to optimize the Fluid Quip technologies. And we think we can move very quickly up to 55 protein as we bring that in as well as changing it's really about changing nutritional qualities of this feed really get ourselves closer to a poultry meal analog at 55 or 56 pro and try to go after corn gluten meal prices at that $800 to $708,100 dollars a ton, which we then think adds $0.36 a gallon. But the ultimate goal of ours is to get the top end of the J curve, get to a fish meal analog, get to 60% protein and that would be worth $0.57 a gallon or $1,200 a ton uplift to our margin structure. So our goal is to have another second location online in the next twelve months that will give us over 200,000,000 gallons of capacity. And you could do the math at $0.21 a gallon, that's another $40,000,000 uplift to our EBITDA for 2021. And if we can move even quicker, we would do that. And that's what something we're focusing on every day is how to get project level finance at these locations so that we can build out faster. But this J curve is very important to our overall strategy of Green Plains in the future. And we're doing this really through partnerships with some of the best in the world. We have an exclusive partnership with Novozymes to provide the expertise through enzyme and yeast technologies to further enhance the value by increasing the nutritional content of this high value protein. In addition, our Optimal Aquafeed partnership focuses on aquaculture where we continue to run trials and work with our aquaculture customers around the world to use this product at high levels and at high values. We'll use the Optimal Aquafeed. It will be used as a platform to introduce these sustainable high protein novel ingredients into the aquaculture space. And we have our world class AquaLab in Shenandoah, where we're working with our customers and running trials today and really thinking about a valuable customer producer relationship. And finally, we partnered with a premier raw material supplier to the pet food industry to take this new product and get it included in companion animal feeds. And what we're producing today in Shenandoah is already being included in companion animal diets and bringing us high value into our margin structure. So what would we look like if we had Project 24 and high protein technology just at the base level of the margin? Well, today, where we started in our trailing 12, we were minus $14,000,000 EBITDA. Once Project 24 is all rolled out, that would have added $80,000,000 to the trailing twelve months. If high protein comes in at just $0.15 a gallon, it would add about $150,000,000 to the trailing 12, which would totally which would equate to a $230,000,000 improvement. And even beyond that, you can uplift that for 53 for another $60,000,000 So last year in the trailing twelve months, if we would have had Project 24 done, high protein complete, moving up the J curve, we would have seen a $290,000,000 improvement in our earnings through EBITDA and that would be a really a big game changer for us. And that's really where we're going to try to focus on for the rest of 2020, 2021, getting Project 24 done, rolling high protein out through our platform and trying to get to that uplift where no matter what would happen in any environment, Green Plains would be profitable and we think we're not very far from that. We think we could start to hit those type of numbers within the next eighteen twenty four months as we continue to roll out protein. So in closing, we're executing on our transformation plan to unlock and capture significant value embedded in our platform. That's going to be done through cost efficiencies and technology improvements. We think, as I said, in the next eighteen to thirty six months, we're going to help meet the world's growing needs for sustainable low carbon fuels, but even more important, sustainable protein feeds and novel ingredients. In addition, as you've seen lately, we have donated industrial alcohol, FCC grade, FDA approved through our York location to universities, to states where they're using that product in sanitizers and cleaning products, but we also are selling it to commercial customers around the world, both domestically and globally as the value as the product we make in York is very unique, very high quality, has a lot of value today and it's really helping bridge some of the gap to get us through 2020 into 2021 and help us get to the next level of the company, which is through these novel protein and novel feed ingredients. So with that, I'd like to thank everybody for their support last year and we continue to focus on reducing our costs and getting through this crisis. And as you saw with the quarter we just released, we came out better than the market expected and that was really through our cost initiatives, risk management programs and the uplift that we're starting to see from protein. I'll open it up for questions and go from there. Thank you, Todd. As you said, open for questions. If you have a question, please submit it online. Are there any questions? Publish. Okay. Well, if there are no questions, Wayne? Thank you for joining us today at the Green Plains Annual Shareholder Meeting. This now concludes our webcast. Thank