Annual General Meeting - Ceres Global Ag. Corp

31
Annual General Meeting November 12, 2020

Transcript of Annual General Meeting - Ceres Global Ag. Corp

Page 1: Annual General Meeting - Ceres Global Ag. Corp

Annual General

Meeting

November 12, 2020

Page 2: Annual General Meeting - Ceres Global Ag. Corp

This presentation contains "forward-looking information" within the meaning of applicable Canadian securities legislation and United States securities laws. Such forward-looking information is provided for the purposes of assisting the reader in understanding the business operations, strategy, financial performance and condition of Ceres. Readers are cautioned that such statements may not be appropriate for other purposes.

Forward-looking information may include, but is not limited to, statements regarding future operations and results, anticipated business prospects and financial performance of Ceres and its subsidiaries, expectations or projections about the future, strategies and goals for growth, anticipated capital projects, construction and completion dates and the expected financial and operational consequences of future commitments. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "scheduled", "intends", "anticipates" or "does not anticipate", "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Key assumptions upon which such forward-looking information is based are listed in the "Forward-Looking Information" section of the Annual Information Form.

Although Ceres believes that the expectations reflected in such forward-looking statements are reasonable and represent Ceres’ internal projections, expectations and beliefs at this time, such statements involve known and unknown risks and uncertainties which may cause Ceres’ actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the fund’s expectations include, among other things, among others, risks related to weather, politics and governments, changes in environmental and other laws and regulations, competitive factors in agricultural, food processing and feed sectors, construction and completion of capital projects, labor, equipment and material costs, access to capital markets, interest and currency exchange rates, technological developments, global and local economic conditions, the ability of Ceres to successfully implement strategic initiatives and whether such strategic initiatives will yield the expected benefits, the operating performance of the Corporation’s assets, the availability and price of commodities and regulatory environment, processes and decisions. While management considers these assumptions to be reasonable based on currently available information, they may prove to be incorrect.

The forward-looking information contained in this presentation relate only to events or information, as of the date of this presentation. Except as specifically required by law, Ceres undertakes no obligation update forward-looking information if circumstances or management's estimates or opinions should change, except as required by applicable securities laws.

2

Forward Looking Statements

Page 3: Annual General Meeting - Ceres Global Ag. Corp

Meeting Agenda

3

• Introduction

• Report on Quorum and Scrutineer’s Report

• Annual Meeting of Shareholders

Election of Directors

Appointment and Renumeration of Auditors

Amendment to the Amended and Restated Stock Option Plan

• Other Business

• Management Presentation

• Q&A

Page 4: Annual General Meeting - Ceres Global Ag. Corp

Management

Presentation

Robert Day, President & CEO

Page 5: Annual General Meeting - Ceres Global Ag. Corp

Ceres Global Ag – Today

5

Market Leader

• Delivering supply chain value with efficient infrastructure

distributing food, feed, industrial & energy products

• Evolving from a 5-year turn-around and startup with a strong and

stable platform for growth

• Diverse and experienced leadership team

CERES PLATFORM

A STRONG & UNIQUE POSITION TO GROW FROM

ShakopeeSavage

Malt One

Minneapolis

Duluth

Port Colborne

Louisville

DelmarNorthgate

Somerset

Jordan

BeausejourWinnipegGladstone

Westroc

St. Agathe

By the Numbers

• ~200 employees

• 13 company-owned

locations

• +1 million metric tons of

storage space

Complementary Business Segments

• Global Ag Supply Chain

• Regional Ag Supply Chain

• Industrial Products Transload

• Energy / Gateway Energy Terminal

Nicklen Siding

• Ceres Asset• 3rd Party Agreement

Fort Worth

• ~3.5 million metric tons

handled per year

• ~$47 million in gross

margins FY2020

Page 6: Annual General Meeting - Ceres Global Ag. Corp

Ceres Strategy: What, Why & How

6

WHAT /

MISSION

To consistently produce above industry-average returns for our shareholders by providing

high-quality products and supply chain solutions to agricultural, energy and industrial

customers through a diversified asset base in North America

WHY

• Customer relationships & reputation

• Unique asset position

• Ability to add missing pieces: grower origination

• Attractive market: consistent and high-quality demand

• Ability to develop long-term IP solutions

HOW

• Owning / controlling farmer origination

• Optionality across the supply chain

• Precise trading & risk management

• Deep relationships with customers

• Non-ag product supply chain services

NO COMPANY HAS THE POSITION IN NORTH AMERICA

THAT WE ARE ESTABLISHING

Page 7: Annual General Meeting - Ceres Global Ag. Corp

Business Segments

7

Core Ag Complementary Ag Non-Ag / Incremental Non-Ag / High Potential

75% PPE Book Value 25% PPE Book Value

Gateway Energy Terminal

• Fertilizer

• Chemicals

• Industrial Products

• NGLs

• Crude Oil (opportunity)

Global Ag Supply Chain

• Durum

• Wheat

• Oats

Regional Ag Supply Chain

• Soy Crush

• Canola

• Rye

• Organics

Supply Chain Services

• Pulses

• Birdfeed

• Seed

Origination from Canada &

Northern U.S. to U.S. customers

and ports

Leveraging Ceres assets and/or

regional expertise

• ~70% of gross margins • ~20% of gross margins

Ceres is a northern-tier grain & oilseed company that further monetizes its unique infrastructure by providing supply chain

and transload services in Energy, Fertilizer and Industrial Product markets.

Transloading & logistics

services (truck & rail)

• ~6% of gross margins

Joint Venture with Steel Reef

Infrastructure Corp. providing

Truck to rail transload services

• ~4% of gross margins

Page 8: Annual General Meeting - Ceres Global Ag. Corp

Ceres Global: Milestones 2015/16 – 2019/20 & 2020/21 Goal

2015/16 2016/17 2017/18 2018/19 2019/20 2020/21

• Initial strategy

developed

• Began hiring

commercial &

admin talent

• Exited Lakeport,

Buffalo &

Calumet assets

• Increased grain

volume to >110

million bushels

Sold 50% of

Savage/ formed

JV with CGB

• Settled Scoular

lawsuit

• Acquired

Natures Organic

Grist

• Formed

Gateway Energy

Terminal JV w/

Steel Reef

• Acquired

Delmar

Commodities

• Acquired

Nicklen

Siding Elevator

• Origination JV

(Jan 2021)

• Others

8

Page 9: Annual General Meeting - Ceres Global Ag. Corp

-15.4

-5.1

-1.8-1.1

5.0

-12.1

-13.7

-0.6

-16.9

4.2

-$20.0

-$15.0

-$10.0

-$5.0

$0.0

$5.0

2015/16 2016/17 2017/18 2018/19 2019/20 2020/21

Operating Results in mlns USD: net of asset / property gains & losses, and unrealized growth-based costs

High Fixed Cost Asset Base & Start-up Costs Have

Been Addressed; Business is Now in Growth Mode

-6.4

$9M Durum

Loss

Ceres Global: Actual vs. Operating PBT 15/16 – 19/20 & 20/21 Goal

20/21 Goal

$8M write-down

of assets

$8.5M Scoular settlement;

$2 mln Canterra write-down

3.0 – 5.5

Operating Results Actual Results

9

Page 10: Annual General Meeting - Ceres Global Ag. Corp

10

Goals for 2020: How Did We Do?

1. Maintain trajectory of improved financial results

2. Organically grow and successfully integrate recent

investments

3. Acquire all or part of a grower origination asset in Western

Canada and/or Northern Plains U.S.

4. Identify “bite-sized” efficiency improvements and expansion

investment opportunities inside existing business

5. Build identity preserve (IP) supply chain solutions for

strategic customers

6. Proactively collaborate with Steel Reef to accelerate the

development of Gateway Energy Terminal

7. Develop and retain talent

×✓

>$4M PAT + ~$17M EBITDA

Delmar, Texas Oats, Italy Durum, Spain

Wheat

Nicklen Siding (TRF developed)

Soybean crush, birdfeed,

Seed-specific IP, glyphosate-free

Challenging macro environment

CFO, VP Risk Management & Trading, key

commercial & admin, talent retention

Page 11: Annual General Meeting - Ceres Global Ag. Corp

Global Ag Supply Chain Overview

11

Unique Strengths

• “Big fish in smaller ponds” with high relative

market share in 3 core ag products

• Terminal infrastructure ideally suited to serve

target regions, products and customer base

• Low-cost operator utilizing fixed assets with

complimentary products & trade flows

• Strategic supplier to large customers with

stable volume and opportunity to grow

Objectives

• #1 Durum company

• #1 Oat supplier to the non-integrated market in

North America

• #1 Hi-pro wheat supplier to mid-tier North

American mills

We’re building the strongest northern-tier grain & oilseed company in North America facing east & south

S p r i n g W h e a t

Mexico Export

Non-Core

Core

Export

Ceres-owned origination

Targeted growth origination

Target sales region

Opportunistic sales region

Europe

& Africa

Export

US East,

Midwest &

South

Page 12: Annual General Meeting - Ceres Global Ag. Corp

How Ceres Creates Value for Ag Customers

12

Ceres

Solutions

Customers

Supply chain

Origination

Logistics

& Price

Quality &

Consistency

Farm-led

SolutionsSorting &

Specializing

Logistics &

Price

Quality &

Consistency

Sorting &

Specializing

Farm-led

Solutions

2015 - 2016

2017 - 2018

2019 - 2020

w/ Origination

Assets & Technology

A significant investment in origination assets &

technology will enable the complete customer solution

with revenues coming from Competitive Prices & Trading

and Proprietary Supply Chain Solutions

Profitability in the future requires low-cost origination AND the ability to deliver supply chain solutions to customers.

Page 13: Annual General Meeting - Ceres Global Ag. Corp

13

2021 Strategic Initiatives & Tactics

Integrate &

Develop New

Ventures

Expand

Grain

Origination

Develop

Value-added

Offerings

Page 14: Annual General Meeting - Ceres Global Ag. Corp

14

2021 Strategic Initiatives & Tactics

Nicklen Siding

Oats: Originate for identity preserved (IP)

programs developed for strategic accounts &

increase volumes handled by 2X

Wheat & Canola: Identify Canadian trade flows

and maximize margin potential

Other Products: Opportunistically explore other

product opportunities that don’t interfere with

core products

INTEGRATE & DEVELOP NEW VENTURES

Delmar

Grain Merchandizing: Consolidate grain

origination and increase volumes handled

Soybean Crush: Increase capacity by 50% and

maximize capacity utilization

Ceres Seeds: Re-establish position with Sevita &

Horizon products and develop for future

Specialty Crops: Increase sales of birdfeed and

identify growth opportunities

Page 15: Annual General Meeting - Ceres Global Ag. Corp

15

2021 Strategic Initiatives & Tactics

• Acquire and/or build assets to originate Spring

Wheat, Durum and Oats in areas of stable

production and competitive access to rail

logistics

• Co-invest in existing businesses / joint

investment projects with independent grower

cooperatives

• Expand and/or leverage existing assets to

increase volumes and efficiencies

EXPAND GRAIN ORIGINATION (U.S. UPPER PLAINS & WESTERN CANADA)

• Deepen relationships with existing suppliers and

JV partners to form long-term partnerships

• Raise capital through means available to

management: retained earnings, term debt &

sale of non-strategic assets

Page 16: Annual General Meeting - Ceres Global Ag. Corp

16

2021 Strategic Initiatives & Tactics

• Institutionalize and work through the Strategic

Account Management process to develop

supply chain solutions for customers

• Seed hybrid-specific origination

• Glyphosate-free (Round-up)

• Gluten-free

• Traceability

• Identify where technology can be used

as part of the solution

• Move up the value chain in core products where

Ceres can have a competitive advantage

• Specialty product container sales (soybean oil,

soybean meal, oats, etc.)

• 1st stage processing

• Cleaning & packaging organics & pulses

(Delmar)

• Consistently provide competitive prices, reliable

logistics, high quality products & services, and

measure performance

DEVELOP VALUE-ADDED OFFERINGS

Page 17: Annual General Meeting - Ceres Global Ag. Corp

17

Goals For 2021

Maintain trajectory of

improved financial

results

Organically grow and

successfully develop &

integrate Delmar &

Nicklen Siding

Execute on JV project

in Northern MN and

develop at least one

more grower

origination asset

Identify incremental

efficiency improvements

& expansion investment

opportunities inside

existing business

Institutionalize Account

Management process

and develop supply

chain solutions for

suppliers and end users

Explore ways to

maximize potential and

profitability of Gateway

Energy Terminal

Develop and retain

talent

1 2 3

4 5 6

7

Page 18: Annual General Meeting - Ceres Global Ag. Corp

18

Strengthened Senior Management Team

DEPTH OF EXPERIENCE ACROSS

COMMODITY, ENERGY AND LOGISTICS INDUSTRIES

Robert Day, President & Chief Executive OfficerFormerly VP, Trading & Risk Management, Ceres; Managing Director,

ED&F Man; Director, Grain & Oilseed Supply, Cargill

Jay Bierley, VP & Chief Financial OfficerFormerly Financial Director of Asia, Bunge

Carlos Paz, VP & Commercial DirectorFormerly Portfolio Manager, Freepoint Commodities; Vice President

Trading & Oilseed Crush, Cargill

Glen Goldman, VP, General Counsel & Corporate SecretaryFormerly Senior Attorney, Cargill

Sarah Blomquist, VP of Human ResourcesFormerly Director, Human Resources, Minnesota Vikings; Human

Resources Management, Cargill

Pat Gathman, Agricultural Operations DirectorFormerly General Manager Oilseed Crush & Grain Operations: Bunge,

Cargill

Dusty Clevenger, Business Development DirectorFormerly Business Development: Agspring, Gavilon, ADM

Page 19: Annual General Meeting - Ceres Global Ag. Corp

Annual General

Meeting

November 12, 2020

Page 20: Annual General Meeting - Ceres Global Ag. Corp

Appendix

20

Page 21: Annual General Meeting - Ceres Global Ag. Corp

Strategy Enablers: What needs to be true for our strategy to succeed…

21

Ceres will be/will have…

Operations A leading position with regard to safety & reliability

Talent A well-rounded and effective team with diverse experiences and perspectives, and the most engaging company

culture in the industry

Trading & Supply Chain The most efficient & agile model in North America: broad access via right-sized infrastructure

Origination Efficient and diverse origination (with assets) in key areas of the U.S. & Canada

Identity Preserved (IP) Solutions A highly effective process to deliver core product IP solutions for Strategic Customers

Soybean Crush The largest and most recognized in Manitoba

Bird Feed The largest and most efficient in Western Canada

Non-ag Transloading The most efficient & flexible U.S. / Canada cross-border transloading in Saskatchewan

Ag Seed Sales & Distribution The largest & most efficient independent soybean seed distributor in Western Canada

IT Systems & Internal ProcessIT systems and internal processes that enable efficient day to day decision-making and help meet customer needs

in a changing market

Page 22: Annual General Meeting - Ceres Global Ag. Corp

Market Dynamics

22

Facts & Likely Developments Impacts

• U.S. and Canada decreasing share of global wheat trade, increasing durum

• Overproduction of global grain & oilseed crops

• Uncertainty with respect to west coast trade politics (China)

• Potential impacts from viruses (e.g., COVID-19, Asian swine flu)

• Over-capacity & high cost assets in W. Canada & U.S. export gateways

• U.S. Spring Wheat, Durum, Oat & Pulse demand primarily

supplied from U.S. & Canada

• U.S. milling industry has consolidated, not likely to consolidate

significantly more

• Commercial farmer-direct origination has consolidated, but with

co-ops in the U.S. & minimal south-pointed assets in Canada

• Consumers demanding more transparency, sustainability & health in

food supply chains

• Ag-Tech industry continues to develop: unclear how it will impact

conventional trade, but likely to become an important factor

West Coast export demand for wheat is volatile and

unreliable, access is expensive to own and better

obtained for durum via thru-put agreement

U.S. & Canada farmer origination +

Great Lakes & Upper MS River Terminal assets +

Strong customer relationships & mkt access =

Unique & reliable supply chain

Identity preserved supply chain offerings with

broad access to both U.S. & Canada, and

incorporating Ag-Tech as part of the solution,

becomes more important over time

Page 23: Annual General Meeting - Ceres Global Ag. Corp

Northgate Site Capabilities

23

Page 24: Annual General Meeting - Ceres Global Ag. Corp

Ceres Northgate Site

24

• 1300 acres• Two 120-car loop tracks• 11,482 ft Yard Track 1 & 2• 1,732 ft Transload Track• Designed for expansion:

• 3rd loop• Additional ladder track

• Daily BNSF service• US Customs Clearance

Grain Shuttle Loader(2.7 million bushels)

U.S. border & BNSF crossing

Industrial Products Break Bulk Material Handling, Transloading, Laydown, Storage and Repackaging

Crude Oil/ LPG Transloading

26,000 Ton Fertilizer Warehouse

Chemical Transloading

Page 25: Annual General Meeting - Ceres Global Ag. Corp

25

NORTHGATEGrain

Page 26: Annual General Meeting - Ceres Global Ag. Corp

26

NORTHGATEFertilizer

Page 27: Annual General Meeting - Ceres Global Ag. Corp

SAVAGE

Page 28: Annual General Meeting - Ceres Global Ag. Corp

28

DULUTH

Page 29: Annual General Meeting - Ceres Global Ag. Corp

29

MALT ONE PORT COLBORNE

SHAKOPEE

Page 30: Annual General Meeting - Ceres Global Ag. Corp

Ceres Global Ag Corp. Entity Structure

30

61.23%Ceres Global Ag Corp. Mexico, S.A. De C.V.

100%Ceres US Holding Corp.

100%Riverland Ag Corp.

100%Nature’s Organic

Grist, LLC

50%Savage Riverport, LLC

100%Delmar Commodities

Ltd.

17%Cantera Seeds Holdings Ltd.

25%Stuart Southern

Railway Inc.

50%Gateway Energy

Terminal*

38.77%

*Unincorporated

Canadian JV – not a

legal entity

Page 31: Annual General Meeting - Ceres Global Ag. Corp

Mission, Vision & Values

31