Peabody Energy Corporation (BTU) Earnings Call Transcript & Summary

Welcome to the Peabody Energy Corporation Annual Meeting. My name is Ashley, and I will be your operator. [Operator Instructions] I will now turn the call over to Bob Malone. Mr. Malone, you may begin.

Thank you, Ashley, and good morning, everyone. My name is Bob Malone. I'm Chairman of the Board of Peabody. On behalf of our Board of Directors, our senior management team and all of the 6,000 employees worldwide, I want to welcome you to Peabody's 2020 Annual Meeting of Stockholders. We're pleased to be hosting our first-ever virtual meeting during these unprecedented times, and it allows us to be much more inclusive and reach a greater number of our stockholders. We plan to resume our traditional practice of hosting our 2021 Annual Meeting in person next year. It is shortly after 9 a.m. Central Time on May 7, 2020, and I'm now calling the annual meeting to order. I'll be serving as Chairman of the meeting. Scott Jarboe, our Chief Legal Officer and Corporate Secretary of Peabody, will act as Secretary of this meeting and will give the required format announcements. Anita Gillespie of American Election Services, who has also joined us through the virtual meeting platform, is serving today as the Inspector of Elections at this meeting and has previously taken her oath as Inspector of Elections. We begin every meeting at Peabody with the safety contact. It's a reminder to everyone that safety is a core value that is integrated in all areas of our business. As we're holding our first virtual Annual Meeting of Stockholders, due in large part to the COVID-19 pandemic and CDC's recommendations, they have included steps to protect yourself from contracting or spreading COVID-19. Just as a reminder, these steps include practicing good hygiene, and that includes cleaning your hands often, refraining from handshaking, and disinfect surfaces like doorknobs, tables, desks and handrails that are frequently contacted by multiple individuals. For electronics, like our cell phones, tablets, touchscreens, remote controls and keyboards, remove visible contamination if present. Avoid crowding, including limiting attendance at larger gatherings and using scheduled bookings to stagger appointments, and use video conference or teleconference as we are today when it's available. If you're feeling sick or if you have a family member in home that is sick, you should stay at home. We, too, are deploying multiple additional precautions at each of our locations to ensure the health and the safety of all our employees. Joining us today through this virtual platform are all the members of our Board of Directors. We are very fortunate to have on our Board a very talented set of business and community leaders who offer a wealth of skills, experience and diversity. With us today are: Samantha Algaze, she's the Portfolio Manager at Elliott Management Corporation; Andrea Bertone, former President of Duke Energy International; Nick Chirekos, Former Managing Director, North American Head of Mining, JPMorgan Securities; Steve Gorman, Former Chief Executive Officer of Air Methods Corporation; Glenn Kellow, our President and Chief Executive Officer; Joe Laymon, Former Vice President of Human Resources and Corporate Services for Chevron Corporation; Teresa Madden, Former Executive Vice President and Chief Financial Officer of Xcel Energy; David Miller, Equity Partner and Senior Portfolio Manager at Elliott Management Corporation; Ken Moore, Former Managing Director of First Reserve Corporation; Mike Sutherlin, Former President and CEO of Joy Global Inc.; and Darren Yeates, Director and Principal of Yeates Advisory Services. I would like to thank each of the directors for joining us here today. In addition to Glenn Kellow, connected with us today are the other members of Peabody's talented executive leadership team. I'd like to begin with introducing Marc Hathhorn, he's President of Australia; Scott Jarboe; Chief Legal Officer and Corporate Secretary; Charles Meintjes, Executive Vice President and Chief Operating Officer; Paul Richard, Executive Vice President and Chief Human Resource Officer; Mark Spurbeck, Interim Executive Vice President and Chief Financial Officer; and Kemal Williamson, President of the Americas. Also with us today are partners from Ernst & Young, who are our independent accounting firm, and that's Chris Moore and [ Mike Higginbotham ]. As you will see on the right side of the virtual meeting screen, you received an agenda for today's meeting. To ensure an orderly meeting and to provide opportunities for participation, there will be a discussion period for each individual agenda item. During that time, stockholders can enter a question in the virtual meeting platform, specifically related to the item being discussed. Now when the discussion is open for an item, your question will be read aloud and responded to, subject to the limitations set out in our rules of conduct. After the polls have closed and we've adjourned the formal meeting, we plan to entertain questions not related to the 3 items that were being voted on today. At this time, I'd like to turn the meeting over to our Corporate Secretary, Scott Jarboe, as we proceed with the official business of the meeting. Scott?

Thank you, Mr. Chairman. On March 25, 2020, we began distributing to our stockholders of record copies of our 2020 proxy statement and 2019 annual report as submitted to the SEC on Form 10-K or notices of the availability of these materials on the Internet. Copies of these documents are also available on the virtual meeting platform via the links at the lower right of your screen. As you will see on the virtual meeting screen, a copy of the agenda and the rules of conduct are posted for the meeting. For an efficient and orderly meeting, we plan to conduct the meeting according to the agenda and ask that you abide by the rules of conduct. After the meeting has been adjourned, we will give everyone the opportunity to ask additional questions within the guidelines set out in the rules of conduct. For a determination of a quorum, the Inspector of Election has been requested to determine the exact number of shares present at the meeting. A final report of the number of shares represented at this meeting will be supplied prior to voting. In December 2019, the Board of Directors passed resolutions providing for the 2020 Annual Meeting of Stockholders to be held on this date and directing that notice be given as provided in the bylaws. The Board has fixed March 12, 2020, as the record date for determining persons entitled to notice and to vote at this Annual Meeting of Stockholders. An affidavit has been delivered attesting to the fact that either, one, a notice of Internet availability of the notice of the meeting, the proxy statement and the 2019 annual report, or 2, the documents themselves, were mailed on or about March 25, 2020, followed by a supplemental notice on April 17, 2020, to all stockholders as of the record date, and will be incorporated into the minutes of this meeting. A list of the holders of common stock of the company at the close of business on the record date is available for examination by any stockholder present or by any proxy representing a stockholder. A link to this list is available on the lower right side of your virtual meeting platform screen. Only holders of common stock on the record date are entitled to vote at this meeting. Copies of the company's certificate of incorporation, bylaws, the notice of this meeting, the 2020 proxy statement and the company's 2019 annual report, as filed on Form 10-K, are also available for inspection by any stockholder present, which are linked on your screen. There are present in person or by proxy more than 50% of the shares entitled to vote at this meeting, and we therefore have a quorum and will proceed to vote upon the items shown on the meeting agenda. Since no other nominations or valid proposals were received prior to the meeting, our business today will be limited to the 3 proposals on the agenda. You may submit written questions at any time using the virtual meeting platform. Please note that we will address questions about each agenda item as each item arises on the agenda. Following the conclusion of the formal meeting, we will have a business update, followed by a general question-and-answer session. If your questions are unrelated to the proposals that are presented for shareholder consideration, those questions will be addressed in the general question-and-answer session. At this time, I would like to turn the meeting back over to the Chairman as we proceed with the official business of the meeting.

Thanks, Scott. For the first proposal on the agenda, which is the election of directors, I'd like to turn to Mike Sutherlin, our Chair of our Nominating and Corporate Governance Committee. Mike?

Yes. Thanks, Bob. The first item to be considered is the election of Samantha B. Algaze; Andrea E. Bertone; Nicholas J. Chirekos; Stephen E. Gorman; Glenn L. Kellow, Joe W. Laymon; Teresa S. Madden; Bob Malone; David J. Miller; Kenneth W. Moore; Michael W. Sutherlin; and Darren R. Yeates as directors, each to serve for a term of 1 year or until his or her successor is duly elected and qualified. Each of these individuals has been nominated by the Board and is currently serving as a director of the company. Their backgrounds and additional details are provided in our proxy statement. They will bring a wealth of skills and experience to Peabody, and the Board recommends a vote in their favor. At this time, I'd like to turn the meeting back over to the Chairman.

Thanks, Mike. At this time, we'll entertain any questions from stockholders that are specifically related to the election of directors. And I'll pause to give time for those questions to come in if there are any. It does not appear there's any further discussion. So we'll proceed to the next proposal. For the next proposal on the agenda which relates to executive compensation, I'd like to turn the floor over to Joe Laymon. Joe is the Chair of our Compensation Committee. Joe?

Thanks, Bob. The second item to be voted on is the approval on an advisory basis of our named executive officers' compensation as disclosed in our proxy statement. This say-on-pay vote is advisory, and therefore, not binding on the company, the Board or the Compensation Committee. The Board and the Compensation Committee value the opinions of our shareholders and will consider their concerns, if any, and evaluate whether any actions are necessary to address those concerns. The Board recommends a vote in favor of approving, on an advisory basis, the compensation of the named executive officers. At this time, I'd like to turn the meeting back over to the Chairman.

Thank you, Joe. We'll now entertain any questions from stockholders that are specifically related to the advisory vote on executive compensation. And we'll take just a minute to allow questions if there are any. There does not appear to be any further questions. So we'll move to the third item on the agenda, the ratification of the selection of the company's independent registered public accounting firm. I'd like to turn the floor over to Teresa Madden, the Chair of our Audit Committee. Teresa?

Thanks, Bob. The third and final item to be voted on is the ratification of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The Audit Committee has carefully evaluated EY's performance, independence and other credentials. And the Audit Committee and the Board recommend ratification of their approval by stockholders. At this time, I would like to turn the meeting over to the Chairman.

Thank you, Teresa. I'll now allow for time if there are any questions. There doesn't appear to be any further discussion or questions. This completes the discussion of the items to be voted on at this meeting. I'm now going to ask the Corporate Secretary to open the polls. It is now 9:15 a.m. Central Time on May 7, 2020, and the polls are now open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the Voting button on the virtual meeting web portal and following the instructions there. Shareholders who have sent in proxies or they voted by telephone or Internet and do not want to change their vote, do not need to take any further action. We'll now pause for the count. [Voting]

Now that everyone has had the opportunity to vote, I now declare the polls for the 2020 Peabody Annual Stockholder Meeting closed at 9:17 a.m. Central Time on May 7, 2020. Based on the preliminary report of the Inspector of Elections, it appears that in regards to Proposal #1, election of directors, each of the 12 Director nominees has received a majority of votes cast, and therefore, in accordance with the bylaws of the company, they have been duly elected as a director to hold office until next year's annual meeting or until their successors are duly elected and qualified. In regard to Proposal #2, approval on an advisory basis of our named executive officers' compensation, a majority of the shares present voted in favor of the resolution. As a result, our stockholders have approved, on an advisory basis, our named executive officers' compensation, as disclosed in our proxy statement. In regard to Proposal #3, the ratification of Ernst & Young LLP as the company's independent registered public accounting firm, a majority of the shares present voted in favor of the resolution. As a result, our stockholders have ratified the appointment of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The Inspector of Elections will execute a report on the official results of the voting that will be filed with the minutes of this meeting. In addition, the official vote count will be announced in a current report on Form 8-K filed with the SEC. You can go to our website at www.peabodyenergy.com to access this filing and all of our SEC filings. Seeing that there's no further official business, the business meeting is now adjourned. At this time, President and Chief Executive Officer, Glenn Kellow, will make a few comments on the state of the company. Glenn?

Thank you, Bob, and good morning, everyone. In 2019, the coal industry and broader energy markets faced significant pressure. International fundamentals were impacted by global trade war concerns, China port restrictions and reduced LNG prices. In the U.S., the combination of low natural gas prices, coal plant retirements and increased subsidized renewables continue to weigh on coal demand. Peabody was not exempt from these challenges and saw declines in sales volumes and realized pricing in both the U.S. and Australia. Against this difficult backdrop, that ultimately led to deterioration in debt and equity prices, Peabody advanced a number of successful initiatives. Financially, we completed the year with a cash position and liquidity of about $1.3 billion. Our seaborne thermal business again finished with attractive margins, and we secured regulatory approval to advance 2 mine extension activities. Within our seaborne met portfolio, the team drove significant reductions in holding costs at the North Goonyella Mine. And we are now proceeding with a commercial process aimed at maximizing value and accelerating cash flows in parallel with our approach to access and develop the southern panels of the mine. In U.S. Thermal, we continue to pursue what we believe is a transformational transaction in the Powder River Basin and Colorado to unlock substantial synergies for the benefit of multiple stakeholders. And on the ESG front, we received prestigious recognition with honors in safety, environmental excellence, leadership, employment and diversity. The company was also named Best for Small to Mid-Cap Companies in the entire metals and mining sector for ESG metrics as well as governance in the 2019 Institutional Investor Rankings. As you know, in February, we were also pleased to welcome 3 new members to the company's Board of Directors. The Board was expanded to include Dave Miller and Samantha Algaze from Elliott Management, as well as tenured coal industry executive, Darren Yeates. Together, these individuals bring a broad range of financial, portfolio and operational expertise that complements the strong skill sets and diverse perspectives already presented in the company's Board of Directors. The company is continuing to take meaningful action in 2020, as we and the rest of the world contend with the impacts of the COVID-19 pandemic. Our employees are doing fantastic work from our miners at our operations providing coal for critical electric power generation and steelmaking to those working remotely and adapting quickly to available technology in a new way of doing business. Across our global operations, we are taking precautions to reduce risk to our people and the broader communities in which we operate. Our operations have implemented rigorous protocols, controls and prevention measures in order to safeguard the health and safety of our people. Some of our offices are closed or under stay-at-home orders, and many of our employees are working remotely. In these times of great global uncertainty, we are enhancing our efforts to protect our business. We believe it's not enough to simply live within our means. We must take aggressive decisive action and create our own catalyst for change, spanning from corporate cost reduction activities, to portfolio and operational initiatives. I'd also like to thank our shareholders for taking part in today's call and for your ongoing support as we tackle near-term headwinds and advance aggressive actions targeted towards structural improvements. Thank you.

Well, thank you, Glenn. At this time, Glenn and I are going to be opening it up for questions from the floor. We'll take stockholder questions that are being entered today on the web portal. Please note that we're going to attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. We will also provide -- if we're not able to get to questions, we'll provide an opportunity to answer some of those on the website. So with that...

Let me -- a question has come in. It says, why not consider more virtual meetings in the future to be more inclusive to shareholders and to save the costs of sending the board and their guests to the meeting? First, thank you for the question. And we have looked in the past. And based upon how this meeting goes, we're going to look at, is there a future to do these virtually or maybe some kind of hybrid where it's both in person and virtual. So we will be assessing how this went, getting feedback from our shareholders and then looking at the possibility of doing it more often. So right now, more to come. So thank you for the question. Glenn, we've got a question came in that says, being that the coal industry, in particular, the steam type is generally negatively considered at present and is always cyclical, why were the special dividends ($1.80 a share) early in 2019 and high-priced stock buybacks affected prior of paying down debt to a net cash position, or at a minimum, refinancing the long-term debt out many years at a low rate? Glenn?

Thank you, Bob, and thank you for the question. You are right that the coal industry is cyclical, and that's why we believe in -- there's value in a diversified portfolio, including a wide distribution of earnings, multi-regional exposure and noncorrelated demand drivers. We prefer no single exposure to currency and regulatory political diversification, and the Peabody portfolio enables that. We have been executing, however, on a strategy to reweight our portfolio towards those higher growth seaborne demand centers. In addition, we have been executing on our stated financial approach for some time, which is to generate cash, maintain financial strength, invest wisely and return that cash to shareholders. We first began with an emphasis on debt reduction and made voluntary debt payments before any share purchases or dividends. Between 2017 and 2019, we generated about $2.5 billion in free cash flow, repaid $700 million of debt, invested $750 million back into the business and acquired Shoal Creek for $390 million. And then, as you know, also repurchased shares and paid ordinary and special dividends. Thank you for your question.

Thank you, Glenn. Second question comes, and it says, was the special dividend in 2019 and the share buyback decisions made entirely by the Board of Directors or under the influence of the majority of shareholders? There, at a minimum, seems to be a lack of understanding of the business environment. I'm going to turn this question to Glenn. But I first want to say that any kind of decision of this nature in capital allocation is made in conjunction with the management team and the Board after a very, very thorough analysis from a Board perspective. Glenn, I turn it over to you.

Thanks, Bob. And yes, we did declare the supplemental dividend in February 2019. And obviously, the industry and economic circumstances changed over the course of the year. The coal industry and broader energy markets did face significant pressure. International fundamentals were impacted by global trade war concerns that weren't envisaged. And China port restrictions and lower LNG prices did impact on the industry as a whole. We saw low natural gas prices, coal plant retirements and increased subsidies of renewables that did weigh on coal demand. The company took steps to strengthen its position with respect to operational cost improvements, corporate overhead activities, and in the fourth quarter of 2019, repaid debt. Thank you, Bob, and thank you for the question.

I'm going to pause just for a minute. But at this time, we do not see any further questions. I'm going to give it just one more minute. All right. I don't see any additional questions coming in. So on behalf of our employees, our directors, I want to thank our stockholders for joining us here today. And I want to thank you, in particular, for your continued support of Peabody during these very difficult times. And everyone, please stay safe. Thank you for joining us. This meeting is over.