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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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51-0337383
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Common Stock ($.01 par value)
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CNX
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New York Stock Exchange
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Preferred Share Purchase Rights
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--
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New York Stock Exchange
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TABLE OF CONTENTS
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Page
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PART I
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ITEM 1.
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Business
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ITEM 1A.
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Risk Factors
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ITEM 1B.
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Unresolved Staff Comments
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ITEM 2.
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Properties
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ITEM 3.
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Legal Proceedings
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ITEM 4.
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Mine Safety and Health Administration Safety Data
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PART II
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ITEM 5.
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Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
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ITEM 6.
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Selected Financial Data
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ITEM 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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ITEM 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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ITEM 8.
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Financial Statements and Supplementary Data
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ITEM 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
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ITEM 9A.
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Controls and Procedures
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ITEM 9B.
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Other Information
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PART III
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ITEM 10.
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Directors and Executive Officers of the Registrant
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ITEM 11.
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Executive Compensation
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ITEM 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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ITEM 13.
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Certain Relationships and Related Transactions and Director Independence
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ITEM 14.
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Principal Accounting Fees and Services
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PART IV
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ITEM 15.
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Exhibits and Financial Statement Schedules
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ITEM 16.
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Form 10-K Summary
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SIGNATURES
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•
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prices for natural gas and NGLs are volatile and can fluctuate widely based upon a number of factors beyond our control including oversupply relative to the demand for our products, weather and the price and availability of alternative fuels;
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•
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our dependence on gathering, processing and transportation facilities and other midstream facilities owned by CNX Midstream Partners LP (NYSE: CNXM) (CNXM) and others;
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•
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uncertainties in estimating our economically recoverable natural gas reserves, and inaccuracies in our estimates;
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•
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the high-risk nature of drilling, developing and operating natural gas wells;
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•
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our identified drilling locations are scheduled out over multiple years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their development or drilling;
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•
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challenges associated with strategic determinations, including the allocation of capital and other resources to strategic opportunities;
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•
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the substantial capital expenditures required for our development and exploration projects, as well as CNXM’s midstream system development;
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•
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the impact of potential, as well as any adopted, environmental regulations, including those relating to greenhouse gas emissions;
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•
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environmental regulations can increase costs and introduce uncertainty that could adversely impact the market for natural gas with potential short and long-term liabilities;
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•
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decreases in the availability of, or increases in the price of, required personnel, services, equipment, parts and raw materials in sufficient quantities or at reasonable costs to support our operations;
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•
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if natural gas prices decrease or drilling efforts are unsuccessful, we may be required to record write-downs of our proved natural gas properties, and;
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•
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changes in assumptions impacting management’s estimates of future financial results as well as other assumptions such as movement in our stock price, weighted-average cost of capital, terminal growth rates and industry multiples, could cause goodwill and other intangible assets we hold to become impaired and result in material non-cash charges to earnings;
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•
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a loss of our competitive position because of the competitive nature of the natural gas industry, consolidation within the industry or overcapacity in the industry adversely affecting our ability to sell our products and midstream services;
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•
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deterioration in the economic conditions in any of the industries in which our customers operate, a domestic or worldwide financial downturn, or negative credit market conditions;
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•
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hedging activities may prevent us from benefiting from price increases and may expose us to other risks;
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•
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existing and future government laws, regulations and other legal requirements and judicial decisions that govern our business may increase our costs of doing business and may restrict our operations;
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•
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significant costs and liabilities may be incurred as a result of pipeline operations and related increase in the regulation of gas gathering pipelines;
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•
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our ability to find adequate water sources for our use in shale gas drilling and production operations, or our ability to dispose of, transport or recycle water used or removed in connection with our gas operations at a reasonable cost and within applicable environmental rules;
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•
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failure to successfully estimate the rate of decline or existing reserves or to find or acquire economically recoverable natural gas reserves to replace our current natural gas reserves;
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•
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risks associated with our current long-term debt obligations;
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•
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a decrease in our borrowing base, which could decrease for a variety of reasons including lower natural gas prices, declines in natural gas proved reserves, asset sales and lending requirements or regulations;
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•
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changes in federal or state income tax laws;
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•
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cyber-incidents could have a material adverse effect on our business, financial condition or results of operations;
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•
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construction of new gathering, compression, dehydration, treating or other midstream assets by CNXM may not result in revenue increases and may be subject to regulatory, environmental, political, legal and economic risks;
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•
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our success depends on key members of our management and our ability to attract and retain experienced technical and other professional personnel;
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•
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terrorist activities could materially adversely affect our business and results of operations;
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•
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we may operate a portion of our business with one or more joint venture partners or in circumstances where we are not the operator, which may restrict our operational and corporate flexibility and we may not realize the benefits we expect to realize from a joint venture;
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•
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acquisitions and divestitures, we anticipate may not occur or produce anticipated benefits;
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•
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the outcomes of various legal proceedings, including those which are more fully described in our reports filed under the Exchange Act;
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•
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there is no guarantee that we will continue to repurchase shares of our common stock under our current or any future share repurchase program at levels undertaken previously or at all;
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•
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negative public perception regarding our industry could have an adverse effect on our operations;
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•
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CONSOL Energy may not be able to satisfy its indemnification obligations in the future and such indemnities may not be sufficient to hold us harmless from the full amount of liabilities for which CONSOL Energy will be allocated responsibility; and
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•
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other factors discussed in this 2019 Form 10-K under “Risk Factors,” as updated by any subsequent Forms 10-Q, which are on file with the Securities and Exchange Commission.
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ITEM 1.
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Business
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•
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Total average production of 1,477,120 Mcfe per day;
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•
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94% Natural Gas, 6% Liquids; and
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•
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69% Marcellus, 21% Utica, and 10% coalbed methane.
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•
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8.4 Tcfe of proved reserves;
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•
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94.2% natural gas;
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•
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57.43% proved developed;
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•
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98.6% operated; and
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•
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A reserve life ratio of 15.63 years (based on 2019 production).
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•
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Responsibility: Be a safe and compliant operator; be a trusted community partner and respected corporate citizen; act with pride and integrity;
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•
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Ownership: Be accountable for our actions and learn from our outcomes, both positive and negative; be calculated risk-takers and seek creative ways to solve problems; and
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•
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Excellence: Be prudent capital allocators; be a lean, efficient, nimble organization; be a disciplined, reliable, performance-driven company.
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Marcellus
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Utica
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CBM
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Other Gas
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|||||
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Segment
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Segment
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Segment
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Segment
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Total
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|||||
Estimated Net Proved Reserves (MMcfe)
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6,401,288
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910,667
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1,103,724
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9,988
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8,425,667
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Percent Developed
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55
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%
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|
49
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%
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|
77
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%
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|
100
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%
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|
57
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%
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Net Producing Wells (including oil and gob wells)
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397
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55
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|
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3,943
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|
115
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|
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4,510
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Net Acreage Position:
|
|
|
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|||||
Net Proved Developed Acres
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46,701
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14,101
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274,512
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2,386
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337,700
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Net Proved Undeveloped Acres
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22,737
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6,179
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|
|
—
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|
|
—
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28,916
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Net Unproved Acres(1)
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494,251
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238,720
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2,156,231
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979,331
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3,868,533
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Total Net Acres(2)
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563,689
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259,000
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2,430,743
|
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981,717
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|
4,235,149
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(1)
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Net acres include acreage attributable to our working interests in the properties. Additional adjustments (either increases or decreases) may be required as we further develop title to and further confirm our rights with respect to our various properties in anticipation of development. We believe that our assumptions and methodology in this regard are reasonable.
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(2)
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Acreage amounts are only included under the target strata CNX expects to produce with the exception of certain CBM acres governed by separate leases, although the reported acres may include rights to multiple gas seams (e.g. we have rights to the Marcellus segment that are disclosed under the Utica segment and we have rights to Utica segment that are disclosed under the Marcellus segment). We have reviewed our drilling plans, and our acreage rights and have used our best judgment to reflect the acres in the strata we expect to primarily produce. As more information is obtained or circumstances change, the acreage classification may change.
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Gross
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Net(1)
|
||
Producing Gas Wells (including gob wells)
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6,512
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4,510
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Producing Oil Wells
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|
151
|
|
|
—
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Net Acreage Position:
|
|
|
|
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||
Proved Developed Acreage
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337,700
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337,700
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Proved Undeveloped Acreage
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28,916
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28,916
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Unproved Acreage
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5,192,777
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3,868,533
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Total Acreage
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5,559,393
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4,235,149
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(1)
|
Net acres include acreage attributable to our working interests in the properties. Additional adjustments (either increases or decreases) may be required as we further develop title to and further confirm our rights with respect to our various properties in anticipation of development. We believe that our assumptions and methodology in this regard are reasonable.
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Gross Unproved Acres
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Net Unproved Acres
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Net Proved Undeveloped Acres
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|||
Held by Production/Fee
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4,354,734
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3,305,639
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21,874
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Expiration Within 2 Years
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43,468
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24,102
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4,235
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Expiration Beyond 2 Years
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47,137
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|
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26,176
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|
|
6,325
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Total Acreage
|
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4,445,339
|
|
|
3,355,917
|
|
|
32,434
|
|
|
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For the Year
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|||||||
|
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Ended December 31,
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|||||||
|
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2019
|
|
2018
|
|
2017
|
|||
Marcellus Segment
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|
47.0
|
|
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65.9
|
|
|
9.0
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Utica Segment
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17.7
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|
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12.0
|
|
|
17.0
|
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CBM Segment
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11.0
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|
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6.0
|
|
|
64.0
|
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Other Gas Segment
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Development Wells (Net)
|
|
75.7
|
|
|
83.9
|
|
|
90.0
|
|
|
|
For the Year Ended December 31,
|
|||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||||||||
|
|
Producing
|
|
Dry
|
|
Still Eval*.
|
|
Producing
|
|
Dry
|
|
Still Eval.
|
|
Producing
|
|
Dry
|
|
Still Eval.
|
|||||||||
Marcellus Segment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Utica Segment
|
|
4.0
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
—
|
|
CBM Segment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other Gas Segment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Exploratory Wells (Net)
|
|
4.0
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
—
|
|
Net Reserves (Million of Cubic Feet Equivalent)
|
|
As of December 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Proved Developed Reserves
|
|
4,838,858
|
|
|
4,494,878
|
|
|
4,409,065
|
|
Proved Undeveloped Reserves
|
|
3,586,809
|
|
|
3,386,457
|
|
|
3,172,547
|
|
Total Proved Developed and Undeveloped Reserves(1)
|
|
8,425,667
|
|
|
7,881,335
|
|
|
7,581,612
|
|
(1)
|
For additional information on our reserves, see Other Supplemental Information–Supplemental Gas Data (unaudited) to the Consolidated Financial Statements in Item 8 of this Form 10-K.
|
|
|
As of December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(Dollars in millions)
|
||||||||||
Future Net Cash Flows
|
|
$
|
7,744
|
|
|
$
|
13,132
|
|
|
$
|
7,841
|
|
Total PV-10 Measure of Pre-Tax Discounted Future Net Cash Flows (1)
|
|
$
|
4,176
|
|
|
$
|
6,172
|
|
|
$
|
4,140
|
|
Total Standardized Measure of After-Tax Discounted Future Net Cash Flows
|
|
$
|
3,070
|
|
|
$
|
4,655
|
|
|
$
|
3,131
|
|
(1)
|
We calculate our present value at 10% (PV-10) in accordance with the following table. Management believes that the presentation of the non-Generally Accepted Accounting Principles (GAAP) financial measure of PV-10 provides useful information to investors because it is widely used by professional analysts and sophisticated investors in evaluating oil and gas companies. Because many factors that are unique to each individual company impact the amount of future income taxes estimated to be paid, the use of a pre-tax measure is valuable when comparing companies based on reserves. PV-10 is not a measure of the financial or operating performance under GAAP. PV-10 should not be considered as an alternative to the standardized measure as defined under GAAP. We have included a reconciliation of the most directly comparable GAAP measure-after-tax discounted future net cash flows.
|
|
|
As of December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(Dollars in millions)
|
||||||||||
Future Cash Inflows
|
|
$
|
19,490
|
|
|
$
|
26,610
|
|
|
$
|
19,262
|
|
Future Production Costs
|
|
(7,903
|
)
|
|
(7,730
|
)
|
|
(7,234
|
)
|
|||
Future Development Costs (including Abandonments)
|
|
(1,121
|
)
|
|
(1,600
|
)
|
|
(1,711
|
)
|
|||
Future Net Cash Flows (pre-tax)
|
|
10,466
|
|
|
17,280
|
|
|
10,317
|
|
|||
10% Discount Factor
|
|
(6,290
|
)
|
|
(11,108
|
)
|
|
(6,177
|
)
|
|||
PV-10 (Non-GAAP Measure)
|
|
4,176
|
|
|
6,172
|
|
|
4,140
|
|
|||
Undiscounted Income Taxes
|
|
(2,721
|
)
|
|
(4,147
|
)
|
|
(2,476
|
)
|
|||
10% Discount Factor
|
|
1,615
|
|
|
2,630
|
|
|
1,467
|
|
|||
Discounted Income Taxes
|
|
(1,106
|
)
|
|
(1,517
|
)
|
|
(1,009
|
)
|
|||
Standardized GAAP Measure
|
|
$
|
3,070
|
|
|
$
|
4,655
|
|
|
$
|
3,131
|
|
|
|
For the Year
|
|||||||
|
|
Ended December 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Natural Gas
|
|
|
|
|
|
|
|||
Sales Volume (MMcf)
|
|
|
|
|
|
|
|||
Marcellus
|
|
335,993
|
|
|
255,127
|
|
|
209,687
|
|
Utica
|
|
113,676
|
|
|
148,117
|
|
|
70,708
|
|
CBM
|
|
55,445
|
|
|
60,268
|
|
|
65,373
|
|
Other
|
|
241
|
|
|
4,714
|
|
|
19,125
|
|
Total
|
|
505,355
|
|
|
468,226
|
|
|
364,893
|
|
|
|
|
|
|
|
|
|||
NGL
|
|
|
|
|
|
|
|||
Sales Volume (Mbbls)
|
|
|
|
|
|
|
|||
Marcellus
|
|
5,423
|
|
|
5,227
|
|
|
4,604
|
|
Utica
|
|
5
|
|
|
853
|
|
|
1,851
|
|
Other
|
|
—
|
|
|
1
|
|
|
1
|
|
Total
|
|
5,428
|
|
|
6,081
|
|
|
6,456
|
|
|
|
|
|
|
|
|
|||
Oil and Condensate
|
|
|
|
|
|
|
|||
Sales Volume (Mbbls)
|
|
|
|
|
|
|
|||
Marcellus
|
|
186
|
|
|
286
|
|
|
346
|
|
Utica
|
|
9
|
|
|
78
|
|
|
204
|
|
Other
|
|
8
|
|
|
35
|
|
|
39
|
|
Total
|
|
203
|
|
|
399
|
|
|
589
|
|
|
|
|
|
|
|
|
|||
Total Sales Volume (MMcfe)
|
|
|
|
|
|
|
|||
Marcellus
|
|
369,652
|
|
|
288,203
|
|
|
239,387
|
|
Utica
|
|
113,761
|
|
|
153,704
|
|
|
83,038
|
|
CBM
|
|
55,445
|
|
|
60,268
|
|
|
65,373
|
|
Other
|
|
291
|
|
|
4,929
|
|
|
19,368
|
|
Total
|
|
539,149
|
|
|
507,104
|
|
|
407,166
|
|
|
|
For the Year
|
||||||||||
|
|
Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Average Sales Price - Gas (Mcf)
|
|
$
|
2.48
|
|
|
$
|
2.97
|
|
|
$
|
2.59
|
|
Gain (Loss) on Commodity Derivative Instruments - Cash Settlement- Gas (Mcf)
|
|
$
|
0.14
|
|
|
$
|
(0.15
|
)
|
|
$
|
(0.11
|
)
|
Average Sales Price - NGLs (Mcfe)*
|
|
$
|
3.20
|
|
|
$
|
4.55
|
|
|
$
|
4.03
|
|
Average Sales Price - Oil (Mcfe)*
|
|
$
|
8.13
|
|
|
$
|
9.89
|
|
|
$
|
7.56
|
|
Average Sales Price - Condensate (Mcfe)*
|
|
$
|
7.47
|
|
|
$
|
8.43
|
|
|
$
|
6.59
|
|
|
|
|
|
|
|
|
||||||
Total Average Sales Price (per Mcfe) Including Effect of Derivative Instruments
|
|
$
|
2.66
|
|
|
$
|
2.97
|
|
|
$
|
2.66
|
|
Total Average Sales Price (per Mcfe) Excluding Effect of Derivative Instruments
|
|
$
|
2.53
|
|
|
$
|
3.11
|
|
|
$
|
2.76
|
|
Average Lifting Costs Excluding Ad Valorem and Severance Taxes (per Mcfe)
|
|
$
|
0.12
|
|
|
$
|
0.19
|
|
|
$
|
0.22
|
|
|
|
|
|
|
|
|
||||||
Average Sales Price - NGLs (Bbl)
|
|
$
|
19.20
|
|
|
$
|
27.30
|
|
|
$
|
24.18
|
|
Average Sales Price - Oil (Bbl)
|
|
$
|
48.78
|
|
|
$
|
59.34
|
|
|
$
|
45.36
|
|
Average Sales Price - Condensate (Bbl)
|
|
$
|
44.82
|
|
|
$
|
50.58
|
|
|
$
|
39.54
|
|
ITEM 1A.
|
Risk Factors
|
•
|
weather conditions in our markets that affect the demand for natural gas;
|
•
|
changes in the consumption pattern of industrial consumers, electricity generators and residential users of electricity and natural gas;
|
•
|
with respect to natural gas, the price and availability of alternative fuel sources used by electricity generators;
|
•
|
technological advances affecting energy consumption and conservation measures reducing demand;
|
•
|
the costs, availability and capacity of transportation infrastructure;
|
•
|
proximity and capacity of natural gas pipelines and other transportation facilities;
|
•
|
changes in levels of international demand and tariffs associated with international export; and
|
•
|
the impact of domestic and foreign governmental laws and regulations, including environmental and climate change regulations and delays.
|
•
|
geological conditions;
|
•
|
our acreage position, and our ability to acquire additional acreage, including purchases and third-party swaps to develop our position efficiently;
|
•
|
changes in governmental regulations and taxation;
|
•
|
the amount and timing of actual production;
|
•
|
future prices and our hedging position;
|
•
|
future operating costs;
|
•
|
operational risks and results; and
|
•
|
capital costs of drilling, completion and gathering assets.
|
•
|
the results of delineation efforts and the acquisition, review and analysis of data, including seismic data;
|
•
|
the availability of sufficient capital resources to us and any other participants in a well for the drilling of the well;
|
•
|
whether we are able to acquire on a timely basis all of the leasehold interests required for the well, including through swap transactions with other operators;
|
•
|
whether we are able to obtain, on a timely basis or at all, the permits required to drill the wells;
|
•
|
whether production levels align with estimates; and
|
•
|
economic and industry conditions at the time of drilling, including prevailing and anticipated prices for natural gas and oil and the availability and cost of oilfield services.
|
•
|
personal injury or loss of life;
|
•
|
damage to and destruction of property, natural resources and equipment, including our properties and our natural gas production or transportation facilities;
|
•
|
pollution and other environmental damage to our properties or the properties of others;
|
•
|
potential legal liability and monetary losses;
|
•
|
damage to our reputation within the industry or with customers;
|
•
|
regulatory investigations and penalties;
|
•
|
suspension of our operations; and
|
•
|
repair and remediation costs.
|
•
|
demand for natural gas and electricity in the United States is impacted by industrial production, which if weakened would negatively impact the revenues, margins and profitability of our natural gas business;
|
•
|
A decrease in international demand for natural gas or NGLs produced in the United States could adversely affect the pricing for such products, which could adversely affect our results of operations and liquidity;
|
•
|
the tightening of credit or lack of credit availability to our customers could adversely affect our liquidity, as our ability to receive payment for our products sold and delivered depends on the continued creditworthiness of our customers;
|
•
|
our ability to refinance our existing senior notes may be limited and the terms on which we are able to do so may be less favorable to us depending on the strength of the capital markets, our credit ratings and/or whether we successfully complete various financing transactions the proceeds of which would be used to pay down or repurchase our senior notes;
|
•
|
our ability to access the capital markets may be restricted at a time when CNX would like, or need, to raise capital for our business including for exploration and/or development of our natural gas reserves; and
|
•
|
a decline in our creditworthiness may require us to post letters of credit, cash collateral, or surety bonds to secure certain obligations, all of which would have an adverse effect on our liquidity.
|
•
|
our production is less than expected;
|
•
|
we are unable to find available counterparties in the future with which to enter into hedges and counterparties able to enter into basis hedge contracts;
|
•
|
the creditworthiness of our counterparties or their guarantors is substantially impaired; and
|
•
|
counterparties have credit limits that may constrain our ability to hedge additional volumes.
|
•
|
increasing our vulnerability to general adverse economic and industry conditions;
|
•
|
requiring us to dedicate a substantial portion of our cash flow from operations to the payment of interest and principal due under our outstanding debt, which will limit our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions, development of our natural gas reserves or other general corporate requirements;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and in the natural gas industry;
|
•
|
placing us at a competitive disadvantage compared to our competitors with lower leverage and better access to capital resources; and
|
•
|
limiting our ability to implement our business strategy.
|
•
|
a cyber-incident impacting one of our vendors or service providers could result in supply chain disruptions, loss or corruption of our information or other negative consequences, any of which could delay or halt development of additional infrastructure, effectively delaying the start of cash flows from the project;
|
•
|
a cyber-incident related to our facilities may result in equipment damage or failure;
|
•
|
a cyber-incident impacting a communications network or power grid could cause operational disruption resulting in loss of revenues;
|
•
|
a deliberate corruption of our financial or operational data could result in events of non-compliance which could lead to regulatory fines or penalties; and
|
•
|
business interruptions could result in expensive remediation efforts, distraction of management, damage to our reputation, or a negative impact on the price of our units.
|
ITEM 1B.
|
Unresolved Staff Comments
|
ITEM 2.
|
Properties
|
ITEM 3.
|
Legal Proceedings
|
ITEM 4.
|
Mine Safety and Health Administration Safety Data
|
ITEM 5.
|
Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||
CNX Resources Corporation
|
|
100.0
|
|
|
23.9
|
|
|
55.2
|
|
|
51.2
|
|
|
40.0
|
|
|
31.0
|
|
Peer Group
|
|
100.0
|
|
|
49.2
|
|
|
64.0
|
|
|
52.8
|
|
|
29.7
|
|
|
19.2
|
|
S&P 500 Stock Index
|
|
100.0
|
|
|
99.3
|
|
|
108.7
|
|
|
129.8
|
|
|
121.8
|
|
|
157.0
|
|
Previous Peer Group
|
|
100.0
|
|
|
43.9
|
|
|
60.2
|
|
|
47.9
|
|
|
32.7
|
|
|
25.6
|
|
ITEM 6.
|
Selected Financial Data
|
(Dollars in thousands, except per share data)
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Revenue and Other Operating Income from Continuing Operations
|
|
$
|
1,922,449
|
|
|
$
|
1,730,434
|
|
|
$
|
1,455,131
|
|
|
$
|
759,968
|
|
|
$
|
1,198,737
|
|
Income (Loss) from Continuing Operations
|
|
$
|
31,948
|
|
|
$
|
883,111
|
|
|
$
|
295,039
|
|
|
$
|
(550,945
|
)
|
|
$
|
(650,198
|
)
|
Net (Loss) Income Attributable to CNX Resources Shareholders
|
|
$
|
(80,730
|
)
|
|
$
|
796,533
|
|
|
$
|
380,747
|
|
|
$
|
(848,102
|
)
|
|
$
|
(374,885
|
)
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) Income from Continuing Operations
|
|
$
|
(0.42
|
)
|
|
$
|
3.75
|
|
|
$
|
1.29
|
|
|
$
|
(2.40
|
)
|
|
$
|
(2.84
|
)
|
Income (Loss) from Discontinued Operations
|
|
—
|
|
|
—
|
|
|
0.37
|
|
|
(1.30
|
)
|
|
1.20
|
|
|||||
Net (Loss) Income
|
|
$
|
(0.42
|
)
|
|
$
|
3.75
|
|
|
$
|
1.66
|
|
|
$
|
(3.70
|
)
|
|
$
|
(1.64
|
)
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) Income from Continuing Operations
|
|
$
|
(0.42
|
)
|
|
$
|
3.71
|
|
|
$
|
1.28
|
|
|
$
|
(2.40
|
)
|
|
$
|
(2.84
|
)
|
Income (Loss) from Discontinued Operations
|
|
—
|
|
|
—
|
|
|
0.37
|
|
|
(1.30
|
)
|
|
1.20
|
|
|||||
Net (Loss) Income
|
|
$
|
(0.42
|
)
|
|
$
|
3.71
|
|
|
$
|
1.65
|
|
|
$
|
(3.70
|
)
|
|
$
|
(1.64
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets from Continuing Operations
|
|
$
|
9,060,806
|
|
|
$
|
8,592,170
|
|
|
$
|
6,931,913
|
|
|
$
|
6,682,770
|
|
|
$
|
7,302,119
|
|
Assets from Discontinued Operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,496,921
|
|
|
3,627,783
|
|
|||||
Total Assets
|
|
$
|
9,060,806
|
|
|
$
|
8,592,170
|
|
|
$
|
6,931,913
|
|
|
$
|
9,179,691
|
|
|
$
|
10,929,902
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-Term Debt from Continuing Operations (including current portion)
|
|
$
|
2,769,313
|
|
|
$
|
2,398,501
|
|
|
$
|
2,214,484
|
|
|
$
|
2,456,354
|
|
|
$
|
2,460,633
|
|
Long-Term Debt from Discontinued Operations (including current portion)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
317,715
|
|
|
294,222
|
|
|||||
Total Long-Term Debt (including current portion)
|
|
$
|
2,769,313
|
|
|
$
|
2,398,501
|
|
|
$
|
2,214,484
|
|
|
$
|
2,774,069
|
|
|
$
|
2,754,855
|
|
Cash Dividends Declared Per Share of Common Stock
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.010
|
|
|
$
|
0.145
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Gas:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales Volumes Produced (in Bcfe)
|
|
539.1
|
|
|
507.1
|
|
|
407.2
|
|
|
394.4
|
|
|
328.7
|
|
|||||
Average Sales Price ($ per Mcfe) (A)
|
|
$
|
2.66
|
|
|
$
|
2.97
|
|
|
$
|
2.66
|
|
|
$
|
2.63
|
|
|
$
|
2.81
|
|
Average Cost ($ per Mcfe)
|
|
$
|
2.00
|
|
|
$
|
1.98
|
|
|
$
|
2.23
|
|
|
$
|
2.32
|
|
|
$
|
2.62
|
|
Proved Reserves (in Bcfe) (B)
|
|
8,426
|
|
|
7,881
|
|
|
7,582
|
|
|
6,252
|
|
|
5,643
|
|
(A)
|
Represents average net sales price including the effect of derivative transactions.
|
(B)
|
Represents proved developed and undeveloped gas reserves at period end.
|
ITEM 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Record total gas production of 539.1 Bcfe in 2019, 6.3% higher than 2018.
|
•
|
Record Marcellus Shale production of 369.7 Bcfe in 2019, 28.3% higher than 2018.
|
•
|
Increased proved reserves to 8.4 Tcfe, 6.9% higher than 2018.
|
•
|
Repurchased $115 million of CNX common stock on the open market.
|
•
|
Repurchased $400 million of 5.875% notes due in 2022.
|
•
|
Our 2020 annual gas production is expected to be approximately 525-555 Bcfe.
|
•
|
Our 2020 E&P capital expenditures are expected to be approximately $530-$610 million.
|
|
For the Years Ended December 31,
|
||||||||||
(Dollars in thousands)
|
2019
|
|
2018
|
|
Variance
|
||||||
Net Income
|
$
|
31,948
|
|
|
$
|
883,111
|
|
|
$
|
(851,163
|
)
|
Less: Net Income Attributable to Noncontrolling Interests
|
112,678
|
|
|
86,578
|
|
|
26,100
|
|
|||
Net (Loss) Income Attributable to CNX Resources Shareholders
|
$
|
(80,730
|
)
|
|
$
|
796,533
|
|
|
$
|
(877,263
|
)
|
|
For the Years Ended December 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
Variance
|
|
Percent
Change
|
|||||||
Sales Volume (Bcfe)
|
539.1
|
|
|
507.1
|
|
|
32.0
|
|
|
6.3
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Average Sales Price - Gas (per Mcf)
|
$
|
2.48
|
|
|
$
|
2.97
|
|
|
$
|
(0.49
|
)
|
|
(16.5
|
)%
|
Gain (Loss) on Commodity Derivative Instruments - Cash Settlement- Gas (per Mcf)
|
$
|
0.14
|
|
|
$
|
(0.15
|
)
|
|
$
|
0.29
|
|
|
193.3
|
%
|
Average Sales Price - NGLs (per Mcfe)*
|
$
|
3.20
|
|
|
$
|
4.55
|
|
|
$
|
(1.35
|
)
|
|
(29.7
|
)%
|
Average Sales Price - Oil (per Mcfe)*
|
$
|
8.13
|
|
|
$
|
9.89
|
|
|
$
|
(1.76
|
)
|
|
(17.8
|
)%
|
Average Sales Price - Condensate (per Mcfe)*
|
$
|
7.47
|
|
|
$
|
8.43
|
|
|
$
|
(0.96
|
)
|
|
(11.4
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Average Sales Price (per Mcfe)
|
$
|
2.66
|
|
|
$
|
2.97
|
|
|
$
|
(0.31
|
)
|
|
(10.4
|
)%
|
Lease Operating Expense (per Mcfe)
|
0.12
|
|
|
0.19
|
|
|
(0.07
|
)
|
|
(36.8
|
)%
|
|||
Production, Ad Valorem, and Other Fees (per Mcfe)
|
0.05
|
|
|
0.06
|
|
|
(0.01
|
)
|
|
(16.7
|
)%
|
|||
Transportation, Gathering and Compression (per Mcfe)
|
0.96
|
|
|
0.84
|
|
|
0.12
|
|
|
14.3
|
%
|
|||
Depreciation, Depletion and Amortization (DD&A) (per Mcfe)
|
0.87
|
|
|
0.89
|
|
|
(0.02
|
)
|
|
(2.2
|
)%
|
|||
Average Costs (per Mcfe)
|
$
|
2.00
|
|
|
$
|
1.98
|
|
|
$
|
0.02
|
|
|
1.0
|
%
|
Average Margin (per Mcfe)
|
$
|
0.66
|
|
|
$
|
0.99
|
|
|
$
|
(0.33
|
)
|
|
(33.3
|
)%
|
•
|
Transportation, gathering and compression expense increased on a per unit basis primarily due to an increase in CNXM gathering fees related to an increase in our Marcellus production and an increase in firm transportation expense, primarily as a result of new contracts that give CNX the ability to move and sell gas outside of the Appalachian basin. The decrease in production from CNX's lower cost dry Utica volumes as well as the third quarter 2018 sale of CNX's Ohio JV assets also contributed to the increase on a per unit basis. See Note 6 - Acquisitions and Dispositions in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.
|
•
|
Lease operating expense decreased on a per unit basis primarily due to a decrease in water disposal costs in the period-to-period comparison due to an increase in the reuse of produced water in well completions in the current period, and also due to the sale of the majority of CNX's shallow oil and gas assets and the sale of substantially all of CNX's Ohio Utica JV assets in 2018.
|
|
|
For the Years Ended December 31,
|
|||||||||||||
in thousands (unless noted)
|
|
2019
|
|
2018
|
|
Variance
|
|
Percent
Change |
|||||||
LIQUIDS
|
|
|
|
|
|
|
|
|
|||||||
NGLs:
|
|
|
|
|
|
|
|
|
|||||||
Sales Volume (MMcfe)
|
|
32,571
|
|
|
36,489
|
|
|
(3,918
|
)
|
|
(10.7
|
)%
|
|||
Sales Volume (Mbbls)
|
|
5,428
|
|
|
6,081
|
|
|
(653
|
)
|
|
(10.7
|
)%
|
|||
Gross Price ($/Bbl)
|
|
$
|
19.20
|
|
|
$
|
27.30
|
|
|
$
|
(8.10
|
)
|
|
(29.7
|
)%
|
Gross Revenue
|
|
$
|
104,139
|
|
|
$
|
165,883
|
|
|
$
|
(61,744
|
)
|
|
(37.2
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Oil:
|
|
|
|
|
|
|
|
|
|||||||
Sales Volume (MMcfe)
|
|
52
|
|
|
307
|
|
|
(255
|
)
|
|
(83.1
|
)%
|
|||
Sales Volume (Mbbls)
|
|
9
|
|
|
51
|
|
|
(42
|
)
|
|
(82.4
|
)%
|
|||
Gross Price ($/Bbl)
|
|
$
|
48.78
|
|
|
$
|
59.34
|
|
|
$
|
(10.56
|
)
|
|
(17.8
|
)%
|
Gross Revenue
|
|
$
|
422
|
|
|
$
|
3,036
|
|
|
$
|
(2,614
|
)
|
|
(86.1
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Condensate:
|
|
|
|
|
|
|
|
|
|||||||
Sales Volume (MMcfe)
|
|
1,171
|
|
|
2,082
|
|
|
(911
|
)
|
|
(43.8
|
)%
|
|||
Sales Volume (Mbbls)
|
|
195
|
|
|
347
|
|
|
(152
|
)
|
|
(43.8
|
)%
|
|||
Gross Price ($/Bbl)
|
|
$
|
44.82
|
|
|
$
|
50.58
|
|
|
$
|
(5.76
|
)
|
|
(11.4
|
)%
|
Gross Revenue
|
|
$
|
8,751
|
|
|
$
|
17,559
|
|
|
$
|
(8,808
|
)
|
|
(50.2
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
GAS
|
|
|
|
|
|
|
|
|
|||||||
Sales Volume (MMcf)
|
|
505,355
|
|
|
468,226
|
|
|
37,129
|
|
|
7.9
|
%
|
|||
Sales Price ($/Mcf)
|
|
$
|
2.48
|
|
|
$
|
2.97
|
|
|
$
|
(0.49
|
)
|
|
(16.5
|
)%
|
Gross Revenue
|
|
$
|
1,251,013
|
|
|
$
|
1,391,459
|
|
|
$
|
(140,446
|
)
|
|
(10.1
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Hedging Impact ($/Mcf)
|
|
$
|
0.14
|
|
|
$
|
(0.15
|
)
|
|
$
|
0.29
|
|
|
193.3
|
%
|
Gain (Loss) on Commodity Derivative Instruments - Cash Settlement
|
|
$
|
69,780
|
|
|
$
|
(69,720
|
)
|
|
$
|
139,500
|
|
|
200.1
|
%
|
|
For the Years Ended December 31,
|
|||||||||||||
(in millions)
|
2019
|
|
2018
|
|
Variance
|
|
Percent
Change |
|||||||
SG&A
|
|
|
|
|
|
|
|
|||||||
Long-Term Equity-Based Compensation (Non-Cash)
|
$
|
38
|
|
|
$
|
21
|
|
|
$
|
17
|
|
|
81.0
|
%
|
Salaries and Wages
|
40
|
|
|
40
|
|
|
—
|
|
|
—
|
%
|
|||
Short-Term Incentive Compensation
|
21
|
|
|
24
|
|
|
(3
|
)
|
|
(12.5
|
)%
|
|||
Other
|
45
|
|
|
50
|
|
|
(5
|
)
|
|
(10.0
|
)%
|
|||
Total SG&A
|
$
|
144
|
|
|
$
|
135
|
|
|
$
|
9
|
|
|
6.7
|
%
|
•
|
Long-term equity-based compensation increased $17 million in the period-to-period comparison due to the Company incurring an additional $20 million of long-term equity-based compensation (non-cash) expense during the year ended December 31, 2019. The additional expense was a result of the acceleration of vesting of certain pre-2019 restricted stock units and performance share units held by certain employees related to the trigger of a contractual change in control event. See Note 17 - Stock-Based Compensation in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information. The remaining variance was due to various items that occurred throughout both periods, none of which were individually material.
|
•
|
Short-term incentive compensation decreased $3 million due to a reduction in the number of employees and lower projected payouts in the current period.
|
|
For the Years Ended December 31,
|
|||||||||||||
(in millions)
|
2019
|
|
2018
|
|
Variance
|
|
Percent
Change
|
|||||||
Other Income
|
|
|
|
|
|
|
|
|||||||
Royalty Income
|
$
|
4
|
|
|
$
|
15
|
|
|
$
|
(11
|
)
|
|
(73.3
|
)%
|
Right of Way Sales
|
9
|
|
|
14
|
|
|
(5
|
)
|
|
(35.7
|
)%
|
|||
Interest Income
|
2
|
|
|
—
|
|
|
2
|
|
|
100.0
|
%
|
|||
Other
|
4
|
|
|
8
|
|
|
(4
|
)
|
|
(50.0
|
)%
|
|||
Total Other Income
|
$
|
19
|
|
|
$
|
37
|
|
|
$
|
(18
|
)
|
|
(48.6
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Other Expense
|
|
|
|
|
|
|
|
|||||||
Bank Fees
|
$
|
9
|
|
|
$
|
11
|
|
|
$
|
(2
|
)
|
|
(18.2
|
)%
|
Professional Services
|
4
|
|
|
7
|
|
|
(3
|
)
|
|
(42.9
|
)%
|
|||
Other Land Rental Expense
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
%
|
|||
Other Corporate Expense
|
3
|
|
|
—
|
|
|
3
|
|
|
100.0
|
%
|
|||
Total Other Expense
|
$
|
20
|
|
|
$
|
22
|
|
|
$
|
(2
|
)
|
|
(9.1
|
)%
|
|
|
|
|
|
|
|
|
|
||||||
Total Other Expense (Income)
|
$
|
1
|
|
|
$
|
(15
|
)
|
|
$
|
16
|
|
|
106.7
|
%
|
|
For the Years Ended December 31,
|
|||||||||||||
(in millions)
|
2019
|
|
2018
|
|
Variance
|
|
Percent
Change
|
|||||||
Total Company Earnings Before Income Tax
|
$
|
60
|
|
|
$
|
1,099
|
|
|
$
|
(1,039
|
)
|
|
(94.5
|
)%
|
Income Tax Expense
|
$
|
28
|
|
|
$
|
216
|
|
|
$
|
(188
|
)
|
|
(87.0
|
)%
|
Effective Income Tax Rate
|
46.5
|
%
|
|
19.6
|
%
|
|
26.9
|
%
|
|
|
|
For the Year Ended
|
|
Difference to Year Ended
|
||||||||||||||||||||||||||||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||||||||||
(in millions)
|
Marcellus
|
|
Utica
|
|
CBM
|
|
Other
Gas
|
|
Total
|
|
Marcellus
|
|
Utica
|
|
CBM
|
|
Other
Gas
|
|
Total
|
||||||||||||||||||||
Natural Gas, NGLs and Oil Revenue
|
$
|
935
|
|
|
$
|
264
|
|
|
$
|
164
|
|
|
$
|
1
|
|
|
$
|
1,364
|
|
|
$
|
32
|
|
|
$
|
(182
|
)
|
|
$
|
(49
|
)
|
|
$
|
(15
|
)
|
|
$
|
(214
|
)
|
Gain on Commodity Derivative Instruments
|
47
|
|
|
15
|
|
|
7
|
|
|
307
|
|
|
376
|
|
|
87
|
|
|
35
|
|
|
16
|
|
|
268
|
|
|
406
|
|
||||||||||
Purchased Gas Revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
28
|
|
||||||||||
Other Operating Income
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
||||||||||
Total Revenue and Other Operating Income
|
982
|
|
|
279
|
|
|
171
|
|
|
416
|
|
|
1,848
|
|
|
119
|
|
|
(147
|
)
|
|
(33
|
)
|
|
268
|
|
|
207
|
|
||||||||||
Lease Operating Expense
|
33
|
|
|
16
|
|
|
16
|
|
|
—
|
|
|
65
|
|
|
(8
|
)
|
|
(14
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|
(30
|
)
|
||||||||||
Production, Ad Valorem, and Other Fees
|
15
|
|
|
6
|
|
|
7
|
|
|
(1
|
)
|
|
27
|
|
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
(6
|
)
|
||||||||||
Transportation, Gathering and Compression
|
444
|
|
|
33
|
|
|
40
|
|
|
—
|
|
|
517
|
|
|
124
|
|
|
(19
|
)
|
|
(8
|
)
|
|
(4
|
)
|
|
93
|
|
||||||||||
Depreciation, Depletion and Amortization
|
256
|
|
|
136
|
|
|
73
|
|
|
9
|
|
|
474
|
|
|
26
|
|
|
(7
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|
13
|
|
||||||||||
Impairment of Exploration and Production Properties
|
—
|
|
|
—
|
|
|
—
|
|
|
327
|
|
|
327
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
327
|
|
|
327
|
|
||||||||||
Impairment of Unproved Properties and Expirations
|
—
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|
119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|
119
|
|
||||||||||
Exploration and Production Related Other Costs
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
32
|
|
||||||||||
Purchased Gas Costs
|
—
|
|
|
—
|
|
|
—
|
|
|
91
|
|
|
91
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
26
|
|
||||||||||
Other Operating Expense
|
—
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|
79
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
||||||||||
Selling, General and Administrative Costs
|
—
|
|
|
—
|
|
|
—
|
|
|
124
|
|
|
124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
12
|
|
||||||||||
Total Operating Costs and Expenses
|
748
|
|
|
191
|
|
|
136
|
|
|
792
|
|
|
1,867
|
|
|
139
|
|
|
(41
|
)
|
|
(18
|
)
|
|
513
|
|
|
593
|
|
||||||||||
Interest Expense
|
—
|
|
|
—
|
|
|
—
|
|
|
121
|
|
|
121
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||||||
Total E&P Division Costs
|
748
|
|
|
191
|
|
|
136
|
|
|
913
|
|
|
1,988
|
|
|
139
|
|
|
(41
|
)
|
|
(18
|
)
|
|
512
|
|
|
592
|
|
||||||||||
Earnings (Loss) from Continuing Operations Before Income Tax
|
$
|
234
|
|
|
$
|
88
|
|
|
$
|
35
|
|
|
$
|
(497
|
)
|
|
$
|
(140
|
)
|
|
$
|
(20
|
)
|
|
$
|
(106
|
)
|
|
$
|
(15
|
)
|
|
$
|
(244
|
)
|
|
$
|
(385
|
)
|
|
For the Years Ended December 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
Variance
|
|
Percent
Change
|
|||||||
Marcellus Gas Sales Volumes (Bcf)
|
336.1
|
|
|
255.1
|
|
|
81.0
|
|
|
31.8
|
%
|
|||
NGLs Sales Volumes (Bcfe)*
|
32.5
|
|
|
31.4
|
|
|
1.1
|
|
|
3.5
|
%
|
|||
Condensate Sales Volumes (Bcfe)*
|
1.1
|
|
|
1.7
|
|
|
(0.6
|
)
|
|
(35.3
|
)%
|
|||
Total Marcellus Sales Volumes (Bcfe)*
|
369.7
|
|
|
288.2
|
|
|
81.5
|
|
|
28.3
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Average Sales Price - Gas (per Mcf)
|
$
|
2.45
|
|
|
$
|
2.93
|
|
|
$
|
(0.48
|
)
|
|
(16.4
|
)%
|
Gain (Loss) on Commodity Derivative Instruments - Cash Settlement- Gas (per Mcf)
|
$
|
0.14
|
|
|
$
|
(0.16
|
)
|
|
$
|
0.30
|
|
|
187.5
|
%
|
Average Sales Price - NGLs (per Mcfe)*
|
$
|
3.20
|
|
|
$
|
4.55
|
|
|
$
|
(1.35
|
)
|
|
(29.7
|
)%
|
Average Sales Price - Condensate (per Mcfe)*
|
$
|
7.41
|
|
|
$
|
8.32
|
|
|
$
|
(0.91
|
)
|
|
(10.9
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Total Average Marcellus Sales Price (per Mcfe)
|
$
|
2.66
|
|
|
$
|
2.99
|
|
|
$
|
(0.33
|
)
|
|
(11.0
|
)%
|
Average Marcellus Lease Operating Expenses (per Mcfe)
|
0.09
|
|
|
0.14
|
|
|
(0.05
|
)
|
|
(35.7
|
)%
|
|||
Average Marcellus Production, Ad Valorem, and Other Fees (per Mcfe)
|
0.04
|
|
|
0.07
|
|
|
(0.03
|
)
|
|
(42.9
|
)%
|
|||
Average Marcellus Transportation, Gathering and Compression Costs (per Mcfe)
|
1.20
|
|
|
1.11
|
|
|
0.09
|
|
|
8.1
|
%
|
|||
Average Marcellus Depreciation, Depletion and Amortization Costs (per Mcfe)
|
0.70
|
|
|
0.79
|
|
|
(0.09
|
)
|
|
(11.4
|
)%
|
|||
Total Average Marcellus Costs (per Mcfe)
|
$
|
2.03
|
|
|
$
|
2.11
|
|
|
$
|
(0.08
|
)
|
|
(3.8
|
)%
|
Average Margin for Marcellus (per Mcfe)
|
$
|
0.63
|
|
|
$
|
0.88
|
|
|
$
|
(0.25
|
)
|
|
(28.4
|
)%
|
|
For the Years Ended December 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
Variance
|
|
Percent
Change
|
|||||||
Utica Gas Sales Volumes (Bcf)
|
113.7
|
|
|
148.1
|
|
|
(34.4
|
)
|
|
(23.2
|
)%
|
|||
NGLs Sales Volumes (Bcfe)*
|
—
|
|
|
5.1
|
|
|
(5.1
|
)
|
|
(100.0
|
)%
|
|||
Oil Sales Volumes (Bcfe)*
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
(100.0
|
)%
|
|||
Condensate Sales Volumes (Bcfe)*
|
0.1
|
|
|
0.4
|
|
|
(0.3
|
)
|
|
(75.0
|
)%
|
|||
Total Utica Sales Volumes (Bcfe)*
|
113.8
|
|
|
153.7
|
|
|
(39.9
|
)
|
|
(26.0
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Average Sales Price - Gas (per Mcf)
|
$
|
2.32
|
|
|
$
|
2.82
|
|
|
$
|
(0.50
|
)
|
|
(17.7
|
)%
|
Gain (Loss) on Commodity Derivative Instruments - Cash Settlement- Gas (per Mcf)
|
$
|
0.13
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.26
|
|
|
200.0
|
%
|
Average Sales Price - NGLs (per Mcfe)*
|
$
|
—
|
|
|
$
|
4.54
|
|
|
$
|
(4.54
|
)
|
|
(100.0
|
)%
|
Average Sales Price - Oil (per Mcfe)*
|
$
|
—
|
|
|
$
|
9.46
|
|
|
$
|
(9.46
|
)
|
|
(100.0
|
)%
|
Average Sales Price - Condensate (per Mcfe)*
|
$
|
8.80
|
|
|
$
|
8.96
|
|
|
$
|
(0.16
|
)
|
|
(1.8
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Total Average Utica Sales Price (per Mcfe)
|
$
|
2.46
|
|
|
$
|
2.77
|
|
|
$
|
(0.31
|
)
|
|
(11.2
|
)%
|
Average Utica Lease Operating Expenses (per Mcfe)
|
0.14
|
|
|
0.19
|
|
|
(0.05
|
)
|
|
(26.3
|
)%
|
|||
Average Utica Production, Ad Valorem, and Other Fees (per Mcfe)
|
0.05
|
|
|
0.05
|
|
|
—
|
|
|
—
|
%
|
|||
Average Utica Transportation, Gathering and Compression Costs (per Mcfe)
|
0.29
|
|
|
0.34
|
|
|
(0.05
|
)
|
|
(14.7
|
)%
|
|||
Average Utica Depreciation, Depletion and Amortization Costs (per Mcfe)
|
1.21
|
|
|
0.93
|
|
|
0.28
|
|
|
30.1
|
%
|
|||
Total Average Utica Costs (per Mcfe)
|
$
|
1.69
|
|
|
$
|
1.51
|
|
|
$
|
0.18
|
|
|
11.9
|
%
|
Average Margin for Utica (per Mcfe)
|
$
|
0.77
|
|
|
$
|
1.26
|
|
|
$
|
(0.49
|
)
|
|
(38.9
|
)%
|
|
For the Years Ended December 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
Variance
|
|
Percent
Change
|
|||||||
CBM Gas Sales Volumes (Bcf)
|
55.4
|
|
|
60.3
|
|
|
(4.9
|
)
|
|
(8.1
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Average Sales Price - Gas (per Mcf)
|
$
|
2.96
|
|
|
$
|
3.53
|
|
|
$
|
(0.57
|
)
|
|
(16.1
|
)%
|
Gain (Loss) on Commodity Derivative Instruments - Cash Settlement- Gas (per Mcf)
|
$
|
0.13
|
|
|
$
|
(0.15
|
)
|
|
$
|
0.28
|
|
|
186.7
|
%
|
|
|
|
|
|
|
|
|
|||||||
Total Average CBM Sales Price (per Mcf)
|
$
|
3.09
|
|
|
$
|
3.39
|
|
|
$
|
(0.30
|
)
|
|
(8.8
|
)%
|
Average CBM Lease Operating Expenses (per Mcf)
|
0.29
|
|
|
0.37
|
|
|
(0.08
|
)
|
|
(21.6
|
)%
|
|||
Average CBM Production, Ad Valorem, and Other Fees (per Mcf)
|
0.12
|
|
|
0.12
|
|
|
—
|
|
|
—
|
%
|
|||
Average CBM Transportation, Gathering and Compression Costs (per Mcf)
|
0.73
|
|
|
0.80
|
|
|
(0.07
|
)
|
|
(8.8
|
)%
|
|||
Average CBM Depreciation, Depletion and Amortization Costs (per Mcf)
|
1.32
|
|
|
1.28
|
|
|
0.04
|
|
|
3.1
|
%
|
|||
Total Average CBM Costs (per Mcf)
|
$
|
2.46
|
|
|
$
|
2.57
|
|
|
$
|
(0.11
|
)
|
|
(4.3
|
)%
|
Average Margin for CBM (per Mcf)
|
$
|
0.63
|
|
|
$
|
0.82
|
|
|
$
|
(0.19
|
)
|
|
(23.2
|
)%
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
Variance
|
|
Percent
Change |
||||
Other Gas Sales Volumes (Bcf)
|
0.3
|
|
|
4.7
|
|
|
(4.4
|
)
|
|
(93.6
|
)%
|
Oil Sales Volumes (Bcfe)*
|
—
|
|
|
0.2
|
|
|
(0.2
|
)
|
|
(100.0
|
)%
|
Total Other Sales Volumes (Bcfe)*
|
0.3
|
|
|
4.9
|
|
|
(4.6
|
)
|
|
(93.9
|
)%
|
|
For the Years Ended December 31,
|
|||||||||||||
(in millions)
|
2019
|
|
2018
|
|
Variance
|
|
Percent
Change
|
|||||||
Water Income
|
$
|
2
|
|
|
$
|
11
|
|
|
$
|
(9
|
)
|
|
(81.8
|
)%
|
Equity in Earnings of Affiliates
|
2
|
|
|
5
|
|
|
(3
|
)
|
|
(60.0
|
)%
|
|||
Gathering Income
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
%
|
|||
Other
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
(100.0
|
)%
|
|||
Total Other Operating Income
|
$
|
14
|
|
|
$
|
27
|
|
|
$
|
(13
|
)
|
|
(48.1
|
)%
|
•
|
Water income decreased $9 million due to nominal sales of freshwater to third parties for hydraulic fracturing in 2019 compared to 2018.
|
|
For the Years Ended December 31,
|
|||||||||||||
(in millions)
|
2019
|
|
2018
|
|
Variance
|
|
Percent
Change
|
|||||||
Lease Expiration Costs
|
$
|
31
|
|
|
$
|
5
|
|
|
$
|
26
|
|
|
520.0
|
%
|
Seismic Activity
|
8
|
|
|
—
|
|
|
8
|
|
|
100.0
|
%
|
|||
Land Rentals
|
3
|
|
|
4
|
|
|
(1
|
)
|
|
(25.0
|
)%
|
|||
Other
|
2
|
|
|
3
|
|
|
(1
|
)
|
|
(33.3
|
)%
|
|||
Total Exploration and Production Related Other Costs
|
$
|
44
|
|
|
$
|
12
|
|
|
$
|
32
|
|
|
266.7
|
%
|
•
|
Lease Expiration Costs relate to leases where the primary term expired or will expire within the next 12 months. The $26 million increase in the period-to-period comparison is due to an increase in the number of leases that were allowed to expire in the year ended December 31, 2019, or will expire within the next 12 months, because they were no longer in the Company's future drilling plan. Additionally, approximately $15 million of the $26 million increase is associated with leases which have ceased production.
|
•
|
Seismic activity increased in the period-to-period comparison due to additional geophysical research in the current period related to the Utica segment.
|
|
For the Years Ended December 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
Variance
|
|
Percent
Change
|
|||||||
Unutilized Firm Transportation and Processing Fees
|
$
|
55
|
|
|
$
|
42
|
|
|
$
|
13
|
|
|
31.0
|
%
|
Idle Equipment and Service Charges
|
12
|
|
|
5
|
|
|
7
|
|
|
140.0
|
%
|
|||
Insurance Expense
|
4
|
|
|
3
|
|
|
1
|
|
|
33.3
|
%
|
|||
Severance Expense
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
%
|
|||
Litigation Expense
|
—
|
|
|
4
|
|
|
(4
|
)
|
|
(100.0
|
)%
|
|||
Water Expense
|
—
|
|
|
6
|
|
|
(6
|
)
|
|
(100.0
|
)%
|
|||
Other
|
7
|
|
|
11
|
|
|
(4
|
)
|
|
(36.4
|
)%
|
|||
Total Other Operating Expense
|
$
|
79
|
|
|
$
|
72
|
|
|
$
|
7
|
|
|
9.7
|
%
|
•
|
Unutilized Firm Transportation and Processing Fees represent pipeline transportation capacity obtained to enable gas production to flow uninterrupted as sales volumes increase, as well as additional processing capacity for NGLs. The increase in the period-to-period comparison was primarily due to previously-acquired capacity which was not utilized during the current period to transport the Company's flowing production. In some instances, the Company may have the opportunity to realize more favorable net pricing by strategically choosing to sell natural gas into a market or to a customer that does not require the use of the Company’s own firm transportation capacity. Such sales would increase unutilized firm transportation expense. The Company attempts to minimize this expense by releasing (selling) unutilized firm transportation capacity to other parties when possible and when beneficial. The revenue received when this capacity is released (sold) is included in Gathering Income in Total Other Operating Income above. There were no unutilized fees related to the Midstream Division for 2018 or 2019.
|
•
|
Idle Equipment and Service Charges primarily relate to the temporary idling of some of the Company's natural gas drilling rigs as well as related equipment and other services that may be needed in the natural gas drilling and completions process. The increase of $7 million in the period-to-period comparison was primarily the result CNX terminating one of its drilling
|
•
|
Water Expense decreased $6 million due to the associated costs related to the sales of freshwater to third-parties for hydraulic fracturing during 2018 in Total Other Operating Income above. There were nominal sales during 2019.
|
(in millions)
|
For the Year Ended December 31, 2019
|
|
For the period January 3, 2018 through December 31, 2018
|
|
Variance
|
||||||
Midstream Revenue - Related Party
|
$
|
233
|
|
|
$
|
168
|
|
|
$
|
65
|
|
Midstream Revenue - Third Party
|
74
|
|
|
90
|
|
|
(16
|
)
|
|||
Total Revenue
|
$
|
307
|
|
|
$
|
258
|
|
|
$
|
49
|
|
|
|
|
|
|
|
||||||
Transportation, Gathering and Compression
|
$
|
47
|
|
|
$
|
47
|
|
|
$
|
—
|
|
Depreciation, Depletion and Amortization
|
34
|
|
|
32
|
|
|
2
|
|
|||
Selling, General and Administrative Costs
|
20
|
|
|
23
|
|
|
(3
|
)
|
|||
Total Operating Costs and Expenses
|
101
|
|
|
102
|
|
|
(1
|
)
|
|||
Other Expense
|
2
|
|
|
—
|
|
|
2
|
|
|||
Loss (Gain) on Asset Sales and Abandonments, net
|
7
|
|
|
(2
|
)
|
|
9
|
|
|||
Interest Expense
|
30
|
|
|
24
|
|
|
6
|
|
|||
Total Midstream Division Costs
|
140
|
|
|
124
|
|
|
16
|
|
|||
Earnings from Continuing Operations Before Income Tax
|
$
|
167
|
|
|
$
|
134
|
|
|
$
|
33
|
|
|
For the Year Ended December 31, 2019
|
|
For the period January 3, 2018 through December 31, 2018
|
|
Variance
|
|||
Dry Gas (BBtu/d) (*)
|
889
|
|
|
740
|
|
|
149
|
|
Wet Gas (BBtu/d) (*)
|
719
|
|
|
661
|
|
|
58
|
|
Other (BBtu/d) (*)(**)
|
221
|
|
|
73
|
|
|
148
|
|
Total Gathered Volumes
|
1,829
|
|
|
1,474
|
|
|
355
|
|
•
|
geological conditions;
|
•
|
historical production from the area compared with production from other producing areas;
|
•
|
the assumed effects of regulations and taxes by governmental agencies;
|
•
|
assumptions governing future prices; and
|
•
|
future operating costs.
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Cash Provided by Operating Activities
|
$
|
981
|
|
|
$
|
886
|
|
|
$
|
95
|
|
Cash Used in Investing Activities
|
$
|
(1,147
|
)
|
|
$
|
(895
|
)
|
|
$
|
(252
|
)
|
Cash Provided by (Used in) Financing Activities
|
$
|
166
|
|
|
$
|
(483
|
)
|
|
$
|
649
|
|
•
|
Net income decreased $851 million in the period-to-period comparison.
|
•
|
Adjustments to reconcile net income to cash provided by operating activities primarily consisted of a $327 million increase in impairment of exploration and production properties, a $119 million increase in impairment of unproved properties and expirations, a $19 million decrease in impairment of other intangible assets, a $267 million net change in commodity derivative instruments, a $46 million decrease in the loss on debt extinguishment, $624 million decrease in gain on previously held equity interest, and a $266 million change in deferred income taxes.
|
•
|
Capital expenditures increased $76 million in the period-to-period comparison primarily due to increased expenditures in midstream and water operations to support development within Southwest Pennsylvania.
|
•
|
In January 2018, CNX acquired Noble Energy's interest in CNX Gathering for a net payment of $299 million. See Note 6 - Acquisitions and Dispositions in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.
|
•
|
Proceeds from the sale of assets decreased $467 million primarily due to the 2018 sale of substantially all of the Ohio Utica Joint Venture Assets in the wet gas Utica Shale areas of Belmont, Guernsey, Harrison, and Noble counties along with the 2018 sale of substantially all of CNX's shallow oil and gas assets and certain CBM assets in Pennsylvania and West Virginia. This was partially offset by various 2019 sales of surface land and oil and gas rights.
|
•
|
In the year ended December 31, 2019, there were net proceeds of $49 million of borrowings on the CNX credit facility compared to net proceeds of $612 million in the year ended December 31, 2018.
|
•
|
In the year ended December 31, 2019, CNX paid $406 million to repurchase $400 million of the 5.875% senior notes due in April 2022. In the year ended December 31, 2018, CNX paid $955 million to repurchase all of the remaining 8.00% senior notes due April 2023 and $411 million of the 5.875% senior notes due in April 2022. See Note 14 - Long-Term Debt in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.
|
•
|
During the year ended December 31, 2019, CNX received proceeds of $500 million from the issuance of senior notes due in 2027. During the year ended December 31, 2018, CNX received proceeds of $394 million from the issuance of CNXM's senior notes due in 2026. See Note 14 - Long-Term Debt in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.
|
•
|
In the years ended December 31, 2019 and 2018, CNX repurchased $117 million and $382 million, respectively, of its common stock on the open market.
|
•
|
In the year ended December 31, 2019, there were net proceeds of $228 million of borrowings on the CNXM credit facility compared to net payments of $66 million in the year ended December 31, 2018.
|
•
|
In the year ended December 31, 2019, there were $64 million in distributions to CNXM noncontrolling interest holders compared to distributions of $55 million in the year ended December 31, 2018.
|
•
|
In the year ended December 31, 2019, there were $11 million in debt issuance and financing fees compared to $21 million in the year ended December 31, 2018.
|
|
Payments due by Year
|
||||||||||||||||||
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
|
Total
|
||||||||||
Purchase Order Firm Commitments
|
$
|
9,701
|
|
|
$
|
2,185
|
|
|
$
|
323
|
|
|
$
|
—
|
|
|
$
|
12,209
|
|
Gas Firm Transportation and Processing
|
246,912
|
|
|
481,622
|
|
|
406,592
|
|
|
1,072,748
|
|
|
2,207,874
|
|
|||||
Long-Term Debt
|
—
|
|
|
895,308
|
|
|
972,750
|
|
|
895,375
|
|
|
2,763,433
|
|
|||||
Interest on Long-Term Debt
|
147,453
|
|
|
270,825
|
|
|
165,328
|
|
|
130,707
|
|
|
714,313
|
|
|||||
Finance Lease Obligations
|
7,164
|
|
|
7,226
|
|
|
480
|
|
|
—
|
|
|
14,870
|
|
|||||
Interest on Finance Lease Obligations
|
804
|
|
|
352
|
|
|
80
|
|
|
—
|
|
|
1,236
|
|
|||||
Operating Lease Obligations
|
61,670
|
|
|
76,794
|
|
|
7,663
|
|
|
26,009
|
|
|
172,136
|
|
|||||
Interest on Operating Lease Obligations
|
6,993
|
|
|
6,405
|
|
|
3,223
|
|
|
4,813
|
|
|
21,434
|
|
|||||
Long-Term Liabilities—Employee Related (a)
|
1,788
|
|
|
3,830
|
|
|
4,329
|
|
|
32,120
|
|
|
42,067
|
|
|||||
Other Long-Term Liabilities (b)
|
217,858
|
|
|
20,000
|
|
|
12,500
|
|
|
31,877
|
|
|
282,235
|
|
|||||
Total Contractual Obligations (c)
|
$
|
700,343
|
|
|
$
|
1,764,547
|
|
|
$
|
1,573,268
|
|
|
$
|
2,193,649
|
|
|
$
|
6,231,807
|
|
(a)
|
Employee related long-term liabilities include salaried retirement contributions and work-related injuries and illnesses.
|
(b)
|
Other long-term liabilities include royalties and other long-term liability costs.
|
(c)
|
The significant obligation table does not include obligations to taxing authorities due to the uncertainty surrounding the ultimate settlement of amounts and timing of these obligations.
|
•
|
An aggregate principal amount of $894 million of 5.875% Senior Notes due in April 2022 plus $1 million of unamortized bond premium. Interest on the notes is payable April 15 and October 15 of each year. Payment of the principal and interest on the notes is guaranteed by most of CNX's subsidiaries but does not include CNXM.
|
•
|
An aggregate principal amount of $661 million in outstanding borrowings under the CNX credit facility.
|
•
|
An aggregate principal amount of $500 million of 7.25% Senior Notes due in March 2027. Interest on the notes is payable March 14 and September 14 of each year. Payment of the principal and interest on the notes is guaranteed by most of CNX's subsidiaries but does not include CNXM.
|
•
|
An aggregate principal amount of $400 million of 6.50% Senior Notes due in March 2026 issued by CNXM, less $5 million of unamortized bond discount. Interest on the notes is payable March 15 and September 15 of each year. Payment on the principal and interest on the notes is guaranteed by certain of CNXM's subsidiaries. CNX is not a guarantor of these notes.
|
•
|
An aggregate principal amount of $312 million in outstanding borrowings under the CNXM revolver. CNX is not a guarantor of CNXM's revolving credit facility.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
For the Three Months Ended
|
|
|
||||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
Total Year
|
||||||||||
2020 Fixed Price Volumes
|
|
|
|
|
|
|
|
|
|
||||||||||
Hedged Bcf
|
121.6
|
|
|
126.5
|
|
|
127.9
|
|
|
121.8
|
|
|
497.5*
|
|
|||||
Weighted Average Hedge Price per Mcf
|
$
|
2.67
|
|
|
$
|
2.50
|
|
|
$
|
2.49
|
|
|
$
|
2.53
|
|
|
$
|
2.55
|
|
2021 Fixed Price Volumes
|
|
|
|
|
|
|
|
|
|
||||||||||
Hedged Bcf
|
108.4
|
|
|
111.8
|
|
|
113.2
|
|
|
109.9
|
|
|
443.3
|
|
|||||
Weighted Average Hedge Price per Mcf
|
$
|
2.44
|
|
|
$
|
2.41
|
|
|
$
|
2.41
|
|
|
$
|
2.41
|
|
|
$
|
2.42
|
|
2022 Fixed Price Volumes
|
|
|
|
|
|
|
|
|
|
||||||||||
Hedged Bcf
|
76.0
|
|
|
76.8
|
|
|
77.6
|
|
|
74.8
|
|
|
305.2
|
|
|||||
Weighted Average Hedge Price per Mcf
|
$
|
2.46
|
|
|
$
|
2.44
|
|
|
$
|
2.44
|
|
|
$
|
2.42
|
|
|
$
|
2.44
|
|
2023 Fixed Price Volumes
|
|
|
|
|
|
|
|
|
|
||||||||||
Hedged Bcf
|
42.9
|
|
|
43.4
|
|
|
43.9
|
|
|
43.9
|
|
|
174.1
|
|
|||||
Weighted Average Hedge Price per Mcf
|
$
|
2.31
|
|
|
$
|
2.28
|
|
|
$
|
2.28
|
|
|
$
|
2.30
|
|
|
$
|
2.29
|
|
2024 Fixed Price Volumes
|
|
|
|
|
|
|
|
|
|
||||||||||
Hedged Bcf
|
39.9
|
|
|
36.9
|
|
|
37.3
|
|
|
37.4
|
|
|
151.5
|
|
|||||
Weighted Average Hedge Price per Mcf
|
$
|
2.38
|
|
|
$
|
2.29
|
|
|
$
|
2.29
|
|
|
$
|
2.29
|
|
|
$
|
2.32
|
|
2025 Fixed Price Volumes
|
|
|
|
|
|
|
|
|
|
||||||||||
Hedged Bcf
|
5.3
|
|
|
5.3
|
|
|
5.4
|
|
|
5.4
|
|
|
21.4
|
|
|||||
Weighted Average Hedge Price per Mcf
|
$
|
2.08
|
|
|
$
|
2.08
|
|
|
$
|
2.08
|
|
|
$
|
2.08
|
|
|
$
|
2.08
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
||
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
||
Consolidated Statements of Income for the Years Ended December 31, 2019, 2018 and 2017
|
||
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2019, 2018 and 2017
|
||
Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018, 2017
|
||
Notes to the Audited Consolidated Financial Statements
|
|
Proved property impairment
|
Description of the Matter
|
As more fully described in Note 1 to the consolidated financial statements, during 2019, the Company concluded that its Central Pennsylvania Marcellus asset group was impaired and recognized a $327 million impairment charge. Proved oil and gas properties are reviewed for impairment whenever events or changes in circumstances indicate that an asset group’s carrying amount may not be recoverable.
Auditing the Company's impairment analysis involved a high degree of subjectivity due to the significant estimation required to determine the fair value of the Central Pennsylvania Marcellus asset group. In particular, the fair value estimate was sensitive to significant assumptions, including changes in projected revenues, future commodity prices and the weighted average cost of capital, which are affected by expectations about future market and economic conditions.
|
How We Addressed the Matter in Our Audit
|
We tested controls that address the risks of material misstatement related to the Company’s proved property impairment review process, including controls over management’s review of the significant assumptions described above.
To test the estimated fair value of the Company’s Central Pennsylvania Marcellus asset group, we performed audit procedures that included, among others, evaluating the significant assumptions discussed above and the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to current industry and economic trends and evaluated whether changes in those trends would affect the significant assumptions. We performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the asset group that would result from changes in the assumptions.
|
|
|
|
Valuation of Goodwill
|
Description of the Matter
|
At December 31, 2019, the Company’s goodwill was $796.4 million and all goodwill was attributed to a single reporting unit in the Midstream reportable segment. As discussed in Note 1 to the consolidated financial statements, goodwill is tested for impairment at least annually, or more frequently if recent events or prevailing conditions indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value.
Auditing management’s annual goodwill impairment test was complex and highly judgmental due to the significant estimation required to determine the fair value of the Midstream reporting unit. In particular, the fair value estimate was sensitive to significant assumptions, including changes in projected revenues and the company-specific risk premium component of the weighted average cost of capital, which are affected by expectations about future market, industry and economic conditions.
|
How We Addressed the Matter in Our Audit
|
We tested controls that address the risks of material misstatement related to the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above.
To test the estimated fair value of the Company’s midstream reporting unit, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to current industry and economic trends and evaluated whether changes in those trends would affect the significant assumptions. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions.
|
|
|
|
|
|
|
|
Depreciation, Depletion & Amortization
|
Description of the Matter
|
CNX Resources Corporation’s exploration and production (E&P) division includes the production of pipeline quality natural gas for sale primarily to gas wholesalers. As described in Note 24 to the consolidated financial statements, the net book value of the Company’s E&P assets totaled $6.7 billion at December 31, 2019, and the Company’s E&P division recorded depreciation, depletion and amortization (DD&A) expense of $474.4 million for the year then ended. As discussed in Note 1, under the successful efforts method of accounting, costs of producing properties (including wells and related equipment and intangible drilling costs) and mineral interests are depleted using the unit-of-production method. DD&A expense is calculated based on the actual produced sales volumes multiplied by the applicable rate per unit, which is derived by dividing the net capitalized costs by the number of units expected to be produced over the life of the reserves. As discussed in Note 26, proved oil and natural gas reserve estimates are based on geological and engineering evaluations of in-place hydrocarbon volumes. The estimates of proved natural gas, natural gas liquids and oil reserves are prepared by internal reserve engineers and are audited by an independent reserve engineering firm.
Auditing the Company’s DD&A is complex and judgmental, as it involves testing the method, inputs and assumptions used in the calculation, including for example, assumptions concerning natural gas prices and operating and development costs. These assumptions may have a significant effect on the estimation of reserves and the corresponding calculation of DD&A rates.
|
How We Addressed the Matter in Our Audit
|
We tested controls that address the risks of material misstatement related to the Company’s process to calculate DD&A, which encompassed the process to estimate proved oil and natural gas reserves, including testing the controls over the data inputs provided to reserve engineers in estimating proved reserve balances used in the DD&A calculations. We also tested management’s controls over the accuracy and completeness of the data used in the estimate.
Our audit procedures included, among others, testing the completeness and accuracy of underlying financial data used in the estimation of proved reserves, including testing the significant inputs by agreeing them to source documentation. These inputs include natural gas price assumptions and future operating and development cost assumptions. Additionally, we assessed the historical accuracy of proved oil and natural gas reserves through analytic procedures and retrospective review analyses.
|
(Dollars in thousands, except per share data)
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue and Other Operating Income:
|
|
|
|
|
|
||||||
Natural Gas, NGLs and Oil Revenue
|
$
|
1,364,325
|
|
|
$
|
1,577,937
|
|
|
$
|
1,125,224
|
|
Gain (Loss) on Commodity Derivative Instruments
|
376,105
|
|
|
(30,212
|
)
|
|
206,930
|
|
|||
Purchased Gas Revenue
|
94,027
|
|
|
65,986
|
|
|
53,795
|
|
|||
Midstream Revenue
|
74,314
|
|
|
89,781
|
|
|
—
|
|
|||
Other Operating Income
|
13,678
|
|
|
26,942
|
|
|
69,182
|
|
|||
Total Revenue and Other Operating Income
|
1,922,449
|
|
|
1,730,434
|
|
|
1,455,131
|
|
|||
Costs and Expenses:
|
|
|
|
|
|
||||||
Operating Expense
|
|
|
|
|
|
||||||
Lease Operating Expense
|
65,443
|
|
|
95,139
|
|
|
88,932
|
|
|||
Transportation, Gathering and Compression
|
330,539
|
|
|
302,933
|
|
|
382,865
|
|
|||
Production, Ad Valorem, and Other Fees
|
27,461
|
|
|
32,750
|
|
|
29,267
|
|
|||
Depreciation, Depletion and Amortization
|
508,463
|
|
|
493,423
|
|
|
412,036
|
|
|||
Exploration and Production Related Other Costs
|
44,380
|
|
|
12,033
|
|
|
48,074
|
|
|||
Purchased Gas Costs
|
90,553
|
|
|
64,817
|
|
|
52,597
|
|
|||
Impairment of Exploration and Production Properties
|
327,400
|
|
|
—
|
|
|
137,865
|
|
|||
Impairment of Unproved Properties and Expirations
|
119,429
|
|
|
—
|
|
|
—
|
|
|||
Impairment of Other Intangible Assets
|
—
|
|
|
18,650
|
|
|
—
|
|
|||
Selling, General and Administrative Costs
|
143,550
|
|
|
134,806
|
|
|
93,211
|
|
|||
Other Operating Expense
|
79,255
|
|
|
72,412
|
|
|
112,369
|
|
|||
Total Operating Expense
|
1,736,473
|
|
|
1,226,963
|
|
|
1,357,216
|
|
|||
Other Expense (Income)
|
|
|
|
|
|
||||||
Other Expense (Income)
|
2,862
|
|
|
(14,571
|
)
|
|
3,825
|
|
|||
Gain on Asset Sales and Abandonments, net
|
(35,563
|
)
|
|
(157,015
|
)
|
|
(188,063
|
)
|
|||
Gain on Previously Held Equity Interest
|
—
|
|
|
(623,663
|
)
|
|
—
|
|
|||
Loss on Debt Extinguishment
|
7,614
|
|
|
54,118
|
|
|
2,129
|
|
|||
Interest Expense
|
151,379
|
|
|
145,934
|
|
|
161,443
|
|
|||
Total Other Expense (Income)
|
126,292
|
|
|
(595,197
|
)
|
|
(20,666
|
)
|
|||
Total Costs and Expenses
|
1,862,765
|
|
|
631,766
|
|
|
1,336,550
|
|
|||
Earnings from Continuing Operations Before Income Tax
|
59,684
|
|
|
1,098,668
|
|
|
118,581
|
|
|||
Income Tax Expense (Benefit)
|
27,736
|
|
|
215,557
|
|
|
(176,458
|
)
|
|||
Income from Continuing Operations
|
31,948
|
|
|
883,111
|
|
|
295,039
|
|
|||
Income from Discontinued Operations, net
|
—
|
|
|
—
|
|
|
85,708
|
|
|||
Net Income
|
31,948
|
|
|
883,111
|
|
|
380,747
|
|
|||
Less: Net Income Attributable to Noncontrolling Interests
|
112,678
|
|
|
86,578
|
|
|
—
|
|
|||
Net (Loss) Income Attributable to CNX Resources Shareholders
|
$
|
(80,730
|
)
|
|
$
|
796,533
|
|
|
$
|
380,747
|
|
|
For the Years Ended December 31,
|
||||||||||
(Dollars in thousands, except per share data)
|
2019
|
|
2018
|
|
2017
|
||||||
(Loss) Earnings Per Share
|
|
|
|
|
|
||||||
Basic
|
|
|
|
|
|
||||||
(Loss) Income from Continuing Operations
|
$
|
(0.42
|
)
|
|
$
|
3.75
|
|
|
$
|
1.29
|
|
Income from Discontinued Operations
|
—
|
|
|
—
|
|
|
0.37
|
|
|||
Total Basic (Loss) Earnings Per Share
|
$
|
(0.42
|
)
|
|
$
|
3.75
|
|
|
$
|
1.66
|
|
Diluted
|
|
|
|
|
|
||||||
(Loss) Income from Continuing Operations
|
$
|
(0.42
|
)
|
|
$
|
3.71
|
|
|
$
|
1.28
|
|
Income from Discontinued Operations
|
—
|
|
|
—
|
|
|
0.37
|
|
|||
Total Diluted (Loss) Earnings Per Share
|
$
|
(0.42
|
)
|
|
$
|
3.71
|
|
|
$
|
1.65
|
|
|
|
|
|
|
|
||||||
Dividends Declared Per Share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net Income
|
$
|
31,948
|
|
|
$
|
883,111
|
|
|
$
|
380,747
|
|
Other Comprehensive (Loss) Income:
|
|
|
|
|
|
||||||
Actuarially Determined Long-Term Liability Adjustments (Net of tax: $1,664, ($792), ($7,365))
|
(4,701
|
)
|
|
1,672
|
|
|
12,228
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive Income
|
27,247
|
|
|
884,783
|
|
|
392,975
|
|
|||
|
|
|
|
|
|
||||||
Less: Comprehensive Income Attributable to Noncontrolling Interests
|
112,678
|
|
|
86,578
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive (Loss) Income Attributable to CNX Resources Shareholders
|
$
|
(85,431
|
)
|
|
$
|
798,205
|
|
|
$
|
392,975
|
|
|
|
|
|
||||
|
December 31,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and Cash Equivalents
|
$
|
16,283
|
|
|
$
|
17,198
|
|
Accounts and Notes Receivable:
|
|
|
|
||||
Trade (Note 19)
|
133,480
|
|
|
252,424
|
|
||
Other Receivables
|
13,679
|
|
|
11,077
|
|
||
Supplies Inventories
|
6,984
|
|
|
9,715
|
|
||
Recoverable Income Taxes (Note 8)
|
62,425
|
|
|
149,481
|
|
||
Derivative Instruments (Note 21)
|
247,794
|
|
|
40,240
|
|
||
Prepaid Expenses
|
17,456
|
|
|
21,551
|
|
||
Total Current Assets
|
498,101
|
|
|
501,686
|
|
||
Property, Plant and Equipment (Note 10):
|
|
|
|
||||
Property, Plant and Equipment
|
10,572,006
|
|
|
9,567,428
|
|
||
Less—Accumulated Depreciation, Depletion and Amortization
|
3,435,431
|
|
|
2,624,984
|
|
||
Total Property, Plant and Equipment—Net
|
7,136,575
|
|
|
6,942,444
|
|
||
Other Assets:
|
|
|
|
||||
Operating Lease Right-of-Use Assets (Note 15)
|
187,097
|
|
|
—
|
|
||
Investment in Affiliates
|
16,710
|
|
|
18,663
|
|
||
Derivative Instruments (Note 21)
|
314,096
|
|
|
213,098
|
|
||
Goodwill (Note 11)
|
796,359
|
|
|
796,359
|
|
||
Other Intangible Assets (Note 11)
|
96,647
|
|
|
103,200
|
|
||
Other
|
15,221
|
|
|
16,720
|
|
||
Total Other Assets
|
1,426,130
|
|
|
1,148,040
|
|
||
TOTAL ASSETS
|
$
|
9,060,806
|
|
|
$
|
8,592,170
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts Payable
|
$
|
202,553
|
|
|
$
|
229,806
|
|
Derivative Instruments (Note 21)
|
40,971
|
|
|
61,661
|
|
||
Current Portion of Finance Lease Obligations (Note 15)
|
7,164
|
|
|
6,997
|
|
||
Current Portion of Operating Lease Obligations (Note 15)
|
61,670
|
|
|
—
|
|
||
Other Accrued Liabilities (Note 13)
|
216,581
|
|
|
224,511
|
|
||
Total Current Liabilities
|
528,939
|
|
|
522,975
|
|
||
Non-Current Liabilities:
|
|
|
|
||||
Long-Term Debt (Note 14)
|
2,754,443
|
|
|
2,378,205
|
|
||
Finance Lease Obligations (Note 15)
|
7,706
|
|
|
13,299
|
|
||
Operating Lease Obligations (Note 15)
|
110,466
|
|
|
—
|
|
||
Derivative Instruments (Note 21)
|
115,138
|
|
|
92,221
|
|
||
Deferred Income Taxes (Note 8)
|
476,108
|
|
|
398,682
|
|
||
Asset Retirement Obligations (Note 9)
|
63,377
|
|
|
37,479
|
|
||
Other
|
42,320
|
|
|
67,566
|
|
||
Total Non-Current Liabilities
|
3,569,558
|
|
|
2,987,452
|
|
||
TOTAL LIABILITIES
|
4,098,497
|
|
|
3,510,427
|
|
||
Stockholders’ Equity:
|
|
|
|
||||
Common Stock, $0.01 Par Value; 500,000,000 Shares Authorized, 186,642,962 Issued and Outstanding at December 31, 2019; 198,663,342 Issued and Outstanding at December 31, 2018
|
1,870
|
|
|
1,990
|
|
||
Capital in Excess of Par Value
|
2,199,605
|
|
|
2,264,063
|
|
||
Preferred Stock, 15,000,000 Shares Authorized, None Issued and Outstanding
|
—
|
|
|
—
|
|
||
Retained Earnings
|
1,971,676
|
|
|
2,071,809
|
|
||
Accumulated Other Comprehensive Loss
|
(12,605
|
)
|
|
(7,904
|
)
|
||
Total CNX Resources Stockholders’ Equity
|
4,160,546
|
|
|
4,329,958
|
|
||
Noncontrolling Interest
|
801,763
|
|
|
751,785
|
|
||
TOTAL STOCKHOLDERS' EQUITY
|
4,962,309
|
|
|
5,081,743
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
9,060,806
|
|
|
$
|
8,592,170
|
|
Dollars in Thousands
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Total Stockholders’ Equity, Beginning Balance
|
$
|
5,081,743
|
|
|
$
|
3,899,899
|
|
|
$
|
3,940,888
|
|
|
|
|
|
|
|
||||||
Common Stock and Capital in Excess of Par Value:
|
|
|
|
|
|
||||||
Beginning Balance
|
2,266,053
|
|
|
2,452,564
|
|
|
2,463,162
|
|
|||
Issuance of Common Stock
|
565
|
|
|
1,713
|
|
|
1,009
|
|
|||
Purchase and Retirement of Common Stock
|
(101,688
|
)
|
|
(207,154
|
)
|
|
(51,287
|
)
|
|||
Amortization of Stock-Based Compensation Awards
|
36,545
|
|
|
18,930
|
|
|
16,983
|
|
|||
Distribution of CONSOL Energy, Inc.
|
—
|
|
|
—
|
|
|
22,697
|
|
|||
Ending Balance
|
2,201,475
|
|
|
2,266,053
|
|
|
2,452,564
|
|
|||
|
|
|
|
|
|
||||||
Retained Earnings:
|
|
|
|
|
|
||||||
Beginning Balance
|
2,071,809
|
|
|
1,455,811
|
|
|
1,727,789
|
|
|||
Net (Loss) Income
|
(80,730
|
)
|
|
796,533
|
|
|
380,747
|
|
|||
Purchase and Retirement of Common Stock
|
(13,789
|
)
|
|
(176,598
|
)
|
|
(51,922
|
)
|
|||
Shares Withheld for Taxes
|
(5,614
|
)
|
|
(5,037
|
)
|
|
(6,681
|
)
|
|||
Distribution of CONSOL Energy, Inc.
|
—
|
|
|
—
|
|
|
(594,122
|
)
|
|||
ASU 2018-02 Reclassification
|
—
|
|
|
1,100
|
|
|
—
|
|
|||
Ending Balance
|
1,971,676
|
|
|
2,071,809
|
|
|
1,455,811
|
|
|||
|
|
|
|
|
|
||||||
Accumulated Other Comprehensive Loss:
|
|
|
|
|
|
||||||
Beginning Balance
|
(7,904
|
)
|
|
(8,476
|
)
|
|
(392,556
|
)
|
|||
Other Comprehensive (Loss) Income
|
(4,701
|
)
|
|
1,672
|
|
|
12,228
|
|
|||
Distribution of CONSOL Energy, Inc.
|
—
|
|
|
—
|
|
|
371,852
|
|
|||
ASU 2018-02 Reclassification
|
—
|
|
|
(1,100
|
)
|
|
—
|
|
|||
Ending Balance
|
(12,605
|
)
|
|
(7,904
|
)
|
|
(8,476
|
)
|
|||
|
|
|
|
|
|
||||||
Total CNX Resources Corporation Stockholders' Equity
|
4,160,546
|
|
|
4,329,958
|
|
|
3,899,899
|
|
|||
|
|
|
|
|
|
||||||
Non-Controlling Interest:
|
|
|
|
|
|
||||||
Beginning Balance
|
751,785
|
|
|
—
|
|
|
142,493
|
|
|||
Net Income
|
112,678
|
|
|
86,578
|
|
|
—
|
|
|||
Shares Withheld for Taxes
|
(696
|
)
|
|
(348
|
)
|
|
—
|
|
|||
Amortization of Stock-Based Compensation Awards
|
1,880
|
|
|
2,411
|
|
|
—
|
|
|||
Distributions to CNXM Noncontrolling Interest Holders
|
(63,884
|
)
|
|
(55,433
|
)
|
|
—
|
|
|||
Distribution of CONSOL Energy, Inc.
|
—
|
|
|
—
|
|
|
(142,493
|
)
|
|||
Acquisition of CNX Gathering, LLC
|
—
|
|
|
718,577
|
|
|
—
|
|
|||
Ending Balance
|
801,763
|
|
|
751,785
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Total Stockholders' Equity, Ending Balance
|
$
|
4,962,309
|
|
|
$
|
5,081,743
|
|
|
$
|
3,899,899
|
|
(Dollars in thousands)
|
For the Years Ended December 31,
|
||||||||||
Cash Flows from Operating Activities:
|
2019
|
|
2018
|
|
2017
|
||||||
Net Income
|
$
|
31,948
|
|
|
$
|
883,111
|
|
|
$
|
380,747
|
|
Adjustments to Reconcile Net Income to Net Cash Provided by Continuing Operating Activities:
|
|
|
|
|
|
||||||
Net Income from Discontinued Operations
|
—
|
|
|
—
|
|
|
(85,708
|
)
|
|||
Depreciation, Depletion and Amortization
|
508,463
|
|
|
493,423
|
|
|
412,036
|
|
|||
Amortization of Deferred Financing Costs
|
7,747
|
|
|
8,361
|
|
|
10,630
|
|
|||
Impairment of Exploration and Production Properties
|
327,400
|
|
|
—
|
|
|
137,865
|
|
|||
Impairment of Unproved Properties and Expirations
|
119,429
|
|
|
—
|
|
|
—
|
|
|||
Impairment of Other Intangible Assets
|
—
|
|
|
18,650
|
|
|
—
|
|
|||
Stock-Based Compensation
|
38,425
|
|
|
21,341
|
|
|
16,983
|
|
|||
Gain on Asset Sales and Abandonments, net
|
(35,563
|
)
|
|
(157,015
|
)
|
|
(188,063
|
)
|
|||
Gain on Previously Held Equity Interest
|
—
|
|
|
(623,663
|
)
|
|
—
|
|
|||
Loss on Debt Extinguishment
|
7,614
|
|
|
54,118
|
|
|
2,129
|
|
|||
(Gain) Loss on Commodity Derivative Instruments
|
(376,105
|
)
|
|
30,212
|
|
|
(206,930
|
)
|
|||
Net Cash Received (Paid) in Settlement of Commodity Derivative Instruments
|
69,780
|
|
|
(69,720
|
)
|
|
(41,174
|
)
|
|||
Deferred Income Taxes
|
79,092
|
|
|
345,560
|
|
|
(142,829
|
)
|
|||
Equity in Earnings of Affiliates
|
(2,103
|
)
|
|
(5,363
|
)
|
|
(49,830
|
)
|
|||
Return on Equity Investment
|
4,056
|
|
|
—
|
|
|
—
|
|
|||
Changes in Operating Assets:
|
|
|
|
|
|
||||||
Accounts and Notes Receivable
|
118,622
|
|
|
(57,734
|
)
|
|
(32,792
|
)
|
|||
Supplies Inventories
|
2,731
|
|
|
1,027
|
|
|
4,254
|
|
|||
Recoverable Income Taxes
|
87,050
|
|
|
(118,498
|
)
|
|
76,196
|
|
|||
Prepaid Expenses
|
3,115
|
|
|
(1,391
|
)
|
|
631
|
|
|||
Changes in Other Assets
|
1,000
|
|
|
4,904
|
|
|
22,018
|
|
|||
Changes in Operating Liabilities:
|
|
|
|
|
|
||||||
Accounts Payable
|
(6,405
|
)
|
|
12,760
|
|
|
45,669
|
|
|||
Accrued Interest
|
4,529
|
|
|
(5,839
|
)
|
|
(2,955
|
)
|
|||
Other Operating Liabilities
|
13,242
|
|
|
53,135
|
|
|
81,969
|
|
|||
Changes in Other Liabilities
|
(23,507
|
)
|
|
(1,556
|
)
|
|
(7,778
|
)
|
|||
Net Cash Provided by Continuing Operating Activities
|
980,560
|
|
|
885,823
|
|
|
433,068
|
|
|||
Net Cash Provided by Discontinued Operating Activities
|
—
|
|
|
—
|
|
|
215,619
|
|
|||
Net Cash Provided by Operating Activities
|
980,560
|
|
|
885,823
|
|
|
648,687
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Capital Expenditures
|
(1,192,599
|
)
|
|
(1,116,397
|
)
|
|
(632,846
|
)
|
|||
CNX Gathering LLC Acquisition, Net of Cash Acquired
|
—
|
|
|
(299,272
|
)
|
|
—
|
|
|||
Proceeds from Asset Sales
|
45,160
|
|
|
511,767
|
|
|
414,185
|
|
|||
Net Distributions from Equity Affiliates
|
—
|
|
|
9,250
|
|
|
42,873
|
|
|||
Net Cash Used in Continuing Investing Activities
|
(1,147,439
|
)
|
|
(894,652
|
)
|
|
(175,788
|
)
|
|||
Net Cash Used in Discontinued Investing Activities
|
—
|
|
|
—
|
|
|
(46,133
|
)
|
|||
Net Cash Used in Investing Activities
|
(1,147,439
|
)
|
|
(894,652
|
)
|
|
(221,921
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Net Proceeds from CNX Revolving Credit Facility
|
49,000
|
|
|
612,000
|
|
|
—
|
|
|||
Payments on Miscellaneous Borrowings
|
(7,149
|
)
|
|
(7,165
|
)
|
|
(8,037
|
)
|
|||
Payments on Long-Term Notes
|
(405,876
|
)
|
|
(955,019
|
)
|
|
(239,716
|
)
|
|||
Proceeds from Issuance of CNX Senior Notes
|
500,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from Issuance of CNXM Senior Notes
|
—
|
|
|
394,000
|
|
|
—
|
|
|||
Net Proceeds from (Payments on) CNXM Revolving Credit Facility
|
227,750
|
|
|
(65,500
|
)
|
|
—
|
|
|||
Distributions to CNXM Noncontrolling Interest Holders
|
(63,884
|
)
|
|
(55,433
|
)
|
|
—
|
|
|||
Proceeds from Spin-Off of CONSOL Energy Inc.
|
—
|
|
|
—
|
|
|
425,000
|
|
|||
Proceeds from Issuance of Common Stock
|
565
|
|
|
1,713
|
|
|
1,009
|
|
|||
Shares Withheld for Taxes
|
(6,310
|
)
|
|
(5,385
|
)
|
|
(6,681
|
)
|
|||
Purchases of Common Stock
|
(117,477
|
)
|
|
(381,752
|
)
|
|
(103,209
|
)
|
|||
Debt Issuance and Financing Fees
|
(10,655
|
)
|
|
(20,599
|
)
|
|
(361
|
)
|
|||
Net Cash Provided by (Used in) Continuing Financing Activities
|
165,964
|
|
|
(483,140
|
)
|
|
68,005
|
|
|||
Net Cash Used in Discontinued Financing Activities
|
—
|
|
|
—
|
|
|
(31,903
|
)
|
|||
Net Cash Provided by (Used in) Financing Activities
|
165,964
|
|
|
(483,140
|
)
|
|
36,102
|
|
|||
Net (Decrease) Increase in Cash and Cash Equivalents
|
(915
|
)
|
|
(491,969
|
)
|
|
462,868
|
|
|||
Cash and Cash Equivalents at Beginning of Period
|
17,198
|
|
|
509,167
|
|
|
46,299
|
|
|||
Cash and Cash Equivalents at End of Period
|
$
|
16,283
|
|
|
$
|
17,198
|
|
|
$
|
509,167
|
|
|
|
Years
|
Buildings and Improvements
|
|
10 to 45
|
Machinery and Equipment
|
|
3 to 25
|
Gathering and Transmission
|
|
30 to 40
|
Leasehold Improvements
|
|
Life of Lease
|
|
For the Years Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Anti-Dilutive Options
|
4,696,264
|
|
|
2,285,775
|
|
|
2,773,423
|
|
Anti-Dilutive Restricted Stock Units
|
1,282,582
|
|
|
—
|
|
|
18,598
|
|
Anti-Dilutive Performance Share Units
|
752,899
|
|
|
145,217
|
|
|
—
|
|
Anti-Dilutive Performance Share Options
|
927,268
|
|
|
927,268
|
|
|
927,268
|
|
|
7,659,013
|
|
|
3,358,260
|
|
|
3,719,289
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Income from Continuing Operations
|
$
|
31,948
|
|
|
$
|
883,111
|
|
|
$
|
295,039
|
|
Less: Net Income Attributable to Non-Controlling Interest
|
112,678
|
|
|
86,578
|
|
|
—
|
|
|||
Net (Loss) Income from Continuing Operations Attributable to CNX Resources Shareholders
|
$
|
(80,730
|
)
|
|
$
|
796,533
|
|
|
$
|
295,039
|
|
Income from Discontinued Operations
|
—
|
|
|
—
|
|
|
85,708
|
|
|||
Net (Loss) Income Attributable to CNX Resources Shareholders
|
$
|
(80,730
|
)
|
|
$
|
796,533
|
|
|
$
|
380,747
|
|
|
|
|
|
|
|
||||||
Weighted-average shares of common stock outstanding
|
190,727,122
|
|
|
212,348,581
|
|
|
228,835,112
|
|
|||
Effect of diluted shares
|
—
|
|
|
2,280,384
|
|
|
2,116,700
|
|
|||
Weighted-average diluted shares of common stock outstanding
|
190,727,122
|
|
|
214,628,965
|
|
|
230,951,812
|
|
|||
|
|
|
|
|
|
||||||
(Loss) Earnings Per Share:
|
|
|
|
|
|
||||||
Basic (Continuing Operations)
|
$
|
(0.42
|
)
|
|
$
|
3.75
|
|
|
$
|
1.29
|
|
Basic (Discontinued Operations)
|
—
|
|
|
—
|
|
|
0.37
|
|
|||
Total Basic
|
$
|
(0.42
|
)
|
|
$
|
3.75
|
|
|
$
|
1.66
|
|
|
|
|
|
|
|
||||||
Diluted (Continuing Operations)
|
$
|
(0.42
|
)
|
|
$
|
3.71
|
|
|
$
|
1.28
|
|
Diluted (Discontinued Operations)
|
—
|
|
|
—
|
|
|
0.37
|
|
|||
Total Diluted
|
$
|
(0.42
|
)
|
|
$
|
3.71
|
|
|
$
|
1.65
|
|
|
For the Years Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Balance, Beginning of Year
|
198,663,342
|
|
|
223,743,322
|
|
|
229,443,008
|
|
Issuance Related to Stock-Based Compensation (1)
|
909,107
|
|
|
814,344
|
|
|
711,214
|
|
Retirement of Common Stock (2)
|
(12,929,487
|
)
|
|
(25,894,324
|
)
|
|
(6,410,900
|
)
|
Balance, End of Year
|
186,642,962
|
|
|
198,663,342
|
|
|
223,743,322
|
|
|
Amount
|
||
Balance at December 31, 2018
|
$
|
(7,904
|
)
|
Other Comprehensive Loss before Reclassifications
|
(4,868
|
)
|
|
Amounts Reclassified from Accumulated Other Comprehensive Loss, net of tax
|
167
|
|
|
Balance at December 31, 2019
|
$
|
(12,605
|
)
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Actuarially Determined Long-Term Liability Adjustments* (Note 16)
|
|
|
|
|
|
||||||
Amortization of Prior Service Costs
|
$
|
(17
|
)
|
|
$
|
(193
|
)
|
|
$
|
(2,775
|
)
|
Recognized Net Actuarial Loss
|
242
|
|
|
302
|
|
|
23,043
|
|
|||
Total
|
225
|
|
|
109
|
|
|
20,268
|
|
|||
Less: Tax Benefit
|
58
|
|
|
173
|
|
|
7,499
|
|
|||
Net of Tax
|
$
|
167
|
|
|
$
|
(64
|
)
|
|
$
|
12,769
|
|
|
For the Years Ended December 31,
|
||||||||||
2019
|
|
2018
|
|
2017
|
|||||||
Revenue from Contracts with Customers
|
|
|
|
|
|
||||||
Natural Gas Revenue
|
$
|
1,251,013
|
|
|
$
|
1,391,459
|
|
|
$
|
945,382
|
|
NGLs Revenue
|
104,139
|
|
|
165,883
|
|
|
156,132
|
|
|||
Condensate Revenue
|
8,751
|
|
|
17,559
|
|
|
20,531
|
|
|||
Oil Revenue
|
422
|
|
|
3,036
|
|
|
3,179
|
|
|||
Total Natural Gas, NGLs and Oil Revenue
|
1,364,325
|
|
|
1,577,937
|
|
|
1,125,224
|
|
|||
|
|
|
|
|
|
||||||
Purchased Gas Revenue
|
94,027
|
|
|
65,986
|
|
|
53,795
|
|
|||
Midstream Revenue
|
74,314
|
|
|
89,781
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Other Sources of Revenue and Other Operating Income
|
|
|
|
|
|
||||||
Gain (Loss) on Commodity Derivative Instruments
|
376,105
|
|
|
(30,212
|
)
|
|
206,930
|
|
|||
Other Operating Income
|
13,678
|
|
|
26,942
|
|
|
69,182
|
|
|||
Total Revenue and Other Operating Income
|
$
|
1,922,449
|
|
|
$
|
1,730,434
|
|
|
$
|
1,455,131
|
|
|
For the Year Ended
|
||
|
December 31, 2017
|
||
Coal Revenue
|
$
|
1,067,841
|
|
Other Outside Sales
|
60,066
|
|
|
Freight-Outside Coal
|
66,297
|
|
|
Miscellaneous Other Income
|
73,645
|
|
|
Total Revenue and Other Income
|
1,267,849
|
|
|
Total Costs
|
1,147,254
|
|
|
Income from Operations Before Income Taxes
|
120,595
|
|
|
Income Tax Expense
|
23,984
|
|
|
Less: Net Income Attributable to Noncontrolling Interest
|
10,903
|
|
|
Income from Discontinued Operations, net
|
$
|
85,708
|
|
|
Amount
|
||
Cash Consideration
|
$
|
305,000
|
|
CNX Gathering Cash on Hand at January 3, 2018 Distributed to Noble
|
2,620
|
|
|
Fair Value of Previously Held Equity Interest
|
799,033
|
|
|
Total Estimated Fair Value of Consideration Transferred
|
$
|
1,106,653
|
|
Fair Value of Assets Acquired:
|
Amount
|
||
Cash and Cash Equivalents
|
$
|
8,348
|
|
Accounts and Notes Receivable
|
21,199
|
|
|
Prepaid Expense
|
2,006
|
|
|
Other Current Assets
|
163
|
|
|
Property, Plant and Equipment, Net
|
1,043,340
|
|
|
Intangible Assets
|
128,781
|
|
|
Other
|
593
|
|
|
Total Assets Acquired
|
1,204,430
|
|
|
|
|
||
Fair Value of Liabilities Assumed:
|
|
||
Accounts Payable
|
26,059
|
|
|
CNXM Revolving Credit Facility
|
149,500
|
|
|
Total Liabilities Assumed
|
175,559
|
|
|
|
|
||
Total Identifiable Net Assets
|
1,028,871
|
|
|
Fair Value of Noncontrolling Interest in CNXM
|
(718,577
|
)
|
|
Goodwill
|
796,359
|
|
|
Net Assets Acquired
|
$
|
1,106,653
|
|
|
For the Years Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Midstream Revenue
|
$
|
307,024
|
|
|
$
|
258,074
|
|
Earnings from Continuing Operations Before Income Tax
|
$
|
166,654
|
|
|
$
|
133,811
|
|
|
For the Year Ended
|
||
(in thousands, except per share data) (unaudited)
|
December 31, 2017
|
||
Pro Forma Total Revenue and Other Operating Income
|
$
|
1,553,078
|
|
Pro Forma Net Income from Continuing Operations
|
$
|
427,381
|
|
Less: Pro Forma Net Income Attributable to Noncontrolling Interests
|
$
|
74,251
|
|
Pro Forma Net Income from Continuing Operations Attributable to CNX
|
$
|
353,130
|
|
Pro Forma Income per Share from Continuing Operations (Basic)
|
$
|
1.33
|
|
Pro Forma Income per Share from Continuing Operations (Diluted)
|
$
|
1.33
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
(51,243
|
)
|
|
$
|
(130,003
|
)
|
|
$
|
(31,791
|
)
|
U.S. State
|
(113
|
)
|
|
—
|
|
|
(1,838
|
)
|
|||
|
(51,356
|
)
|
|
(130,003
|
)
|
|
(33,629
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. Federal
|
47,717
|
|
|
319,813
|
|
|
(166,112
|
)
|
|||
U.S. State
|
31,375
|
|
|
25,747
|
|
|
23,283
|
|
|||
|
79,092
|
|
|
345,560
|
|
|
(142,829
|
)
|
|||
|
|
|
|
|
|
||||||
Total Income Tax Expense (Benefit)
|
$
|
27,736
|
|
|
$
|
215,557
|
|
|
$
|
(176,458
|
)
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Deferred Tax Assets:
|
|
|
|
||||
Net Operating Loss- Federal
|
$
|
202,913
|
|
|
$
|
124,341
|
|
Net Operating Loss - State
|
130,430
|
|
|
110,339
|
|
||
Alternative Minimum Tax
|
51,241
|
|
|
102,482
|
|
||
Foreign Tax Credit
|
43,194
|
|
|
43,194
|
|
||
Interest Limitation
|
25,734
|
|
|
32,147
|
|
||
Gas Well Closing
|
17,888
|
|
|
10,140
|
|
||
Equity Compensation
|
9,308
|
|
|
13,096
|
|
||
Salary Retirement
|
9,236
|
|
|
9,434
|
|
||
Finance Lease
|
1,209
|
|
|
1,624
|
|
||
Other
|
10,030
|
|
|
13,714
|
|
||
Total Deferred Tax Assets
|
501,183
|
|
|
460,511
|
|
||
Valuation Allowance
|
(125,054
|
)
|
|
(94,455
|
)
|
||
Net Deferred Tax Assets
|
376,129
|
|
|
366,056
|
|
||
|
|
|
|
||||
Deferred Tax Liabilities:
|
|
|
|
||||
Property, Plant and Equipment
|
(593,401
|
)
|
|
(606,342
|
)
|
||
Investment in Partnership
|
(145,424
|
)
|
|
(125,253
|
)
|
||
Gas Derivatives
|
(105,721
|
)
|
|
(26,160
|
)
|
||
Advance Gas Royalties
|
(3,337
|
)
|
|
(3,384
|
)
|
||
Other
|
(4,354
|
)
|
|
(3,599
|
)
|
||
Total Deferred Tax Liabilities
|
(852,237
|
)
|
|
(764,738
|
)
|
||
|
|
|
|
||||
Net Deferred Tax Liability
|
$
|
(476,108
|
)
|
|
$
|
(398,682
|
)
|
|
For the Years Ended December 31,
|
|||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|||||||||
Statutory U.S. Federal Income Tax Rate
|
$
|
12,534
|
|
|
21.0
|
%
|
|
$
|
230,721
|
|
|
21.0
|
%
|
|
$
|
41,503
|
|
|
35.0
|
%
|
Net Effect of State Income Taxes
|
1,333
|
|
|
2.2
|
|
|
60,814
|
|
|
5.6
|
|
|
15,538
|
|
|
13.1
|
|
|||
Non-Controlling Interest
|
(23,662
|
)
|
|
(39.6
|
)
|
|
(18,181
|
)
|
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
|||
Uncertain Tax Positions
|
—
|
|
|
—
|
|
|
(4,265
|
)
|
|
(0.4
|
)
|
|
27,359
|
|
|
23.1
|
|
|||
Effect of Spin on Federal NOL's
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,942
|
|
|
21.0
|
|
|||
Accrual to Tax Return Reconciliation
|
603
|
|
|
1.0
|
|
|
3,028
|
|
|
0.3
|
|
|
(1,147
|
)
|
|
(1.0
|
)
|
|||
Effect of Equity Compensation
|
8,771
|
|
|
14.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Effect of Change in State Valuation Allowance
|
33,238
|
|
|
55.6
|
|
|
(22,684
|
)
|
|
(2.1
|
)
|
|
(430
|
)
|
|
(0.4
|
)
|
|||
Effect of Change in Federal Valuation Allowance
|
(2,640
|
)
|
|
(4.4
|
)
|
|
(18,110
|
)
|
|
(1.7
|
)
|
|
(145,772
|
)
|
|
(122.9
|
)
|
|||
Other Deferred Adjustments
|
(1,691
|
)
|
|
(2.8
|
)
|
|
5,957
|
|
|
0.6
|
|
|
7,616
|
|
|
6.4
|
|
|||
Effect of Federal and State Rate Reductions
|
(3,842
|
)
|
|
(6.4
|
)
|
|
(27,429
|
)
|
|
(2.5
|
)
|
|
(131,784
|
)
|
|
(111.1
|
)
|
|||
Effect of Federal Tax Credits
|
2,881
|
|
|
4.8
|
|
|
1,208
|
|
|
0.1
|
|
|
(19,081
|
)
|
|
(16.1
|
)
|
|||
Other
|
211
|
|
|
0.4
|
|
|
4,498
|
|
|
0.4
|
|
|
4,798
|
|
|
4.0
|
|
|||
Income Tax Expense (Benefit) / Effective Rate
|
$
|
27,736
|
|
|
46.5
|
%
|
|
$
|
215,557
|
|
|
19.6
|
%
|
|
$
|
(176,458
|
)
|
|
(148.9
|
)%
|
|
For the Years Ended
|
||||||
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Balance at Beginning of Period
|
$
|
31,516
|
|
|
$
|
37,813
|
|
Increase in Unrecognized Tax Benefits Resulting from Tax Positions Taken During Prior Periods
|
—
|
|
|
2,140
|
|
||
Reduction in Unrecognized Tax Benefits Because of the Lapse of the Applicable Statute of Limitations
|
—
|
|
|
(8,437
|
)
|
||
Balance at End of Period
|
$
|
31,516
|
|
|
$
|
31,516
|
|
|
|
As of December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Balance, Beginning of Year
|
|
$
|
38,554
|
|
|
$
|
204,070
|
|
Obligations Divested (Note 6)
|
|
—
|
|
|
(196,643
|
)
|
||
Accretion Expense
|
|
9,458
|
|
|
9,874
|
|
||
Obligations Incurred
|
|
2,933
|
|
|
4,795
|
|
||
Obligations Settled
|
|
(4,231
|
)
|
|
(5,323
|
)
|
||
Revisions in Estimated Cash Flows
|
|
21,740
|
|
|
21,781
|
|
||
Balance, End of Year
|
|
$
|
68,454
|
|
|
$
|
38,554
|
|
|
December 31,
|
||||||
Property, Plant and Equipment
|
2019
|
|
2018
|
||||
Intangible Drilling Cost
|
$
|
4,688,497
|
|
|
$
|
4,120,283
|
|
Gas Gathering Equipment
|
2,463,866
|
|
|
2,126,895
|
|
||
Proved Gas Properties
|
1,208,046
|
|
|
1,135,411
|
|
||
Gas Wells and Related Equipment
|
1,042,000
|
|
|
859,359
|
|
||
Unproved Gas Properties
|
755,590
|
|
|
927,667
|
|
||
Surface Land and Other Equipment
|
226,285
|
|
|
238,487
|
|
||
Other
|
187,722
|
|
|
159,326
|
|
||
Total Property, Plant and Equipment
|
10,572,006
|
|
|
9,567,428
|
|
||
Less: Accumulated Depreciation, Depletion and Amortization
|
3,435,431
|
|
|
2,624,984
|
|
||
Total Property, Plant and Equipment - Net
|
$
|
7,136,575
|
|
|
$
|
6,942,444
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Unproved Gas Properties
|
$
|
755,590
|
|
|
$
|
927,667
|
|
Advance Royalties
|
12,770
|
|
|
12,863
|
|
||
Total
|
$
|
768,360
|
|
|
$
|
940,530
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Other Intangible Assets
|
|
|
|
||||
Gross Amortizable Asset - Customer Relationships
|
$
|
109,752
|
|
|
$
|
109,752
|
|
Less: Accumulated Amortization - Customer Relationships
|
13,105
|
|
|
6,552
|
|
||
Total Other Intangible Assets, net
|
$
|
96,647
|
|
|
$
|
103,200
|
|
•
|
the base rate, which is the highest of (i) the federal funds open rate plus 0.50%, (ii) PNC Bank, N.A.’s prime rate, or (iii) the one-month LIBOR rate plus 1.0%, in each case, plus a margin ranging from 0.25% to 1.25%; or
|
•
|
the base rate, which is the highest of (i) the federal funds open rate plus 0.50%, (ii) PNC Bank, N.A.’s prime rate, or (iii) the one-month LIBOR rate plus 1.0%, in each case, plus a margin ranging from 0.50% to 1.50%; or
|
•
|
the LIBOR rate, plus a margin ranging from 1.50% to 2.50%.
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Royalties
|
|
$
|
74,061
|
|
|
$
|
92,005
|
|
Accrued Interest
|
|
30,862
|
|
|
26,333
|
|
||
Short-Term Incentive Compensation
|
|
21,030
|
|
|
20,482
|
|
||
Transportation Charges
|
|
16,533
|
|
|
19,661
|
|
||
Deferred Revenue
|
|
13,964
|
|
|
17,693
|
|
||
Accrued Other Taxes
|
|
9,115
|
|
|
7,300
|
|
||
Accrued Payroll & Benefits
|
|
6,248
|
|
|
6,533
|
|
||
Other
|
|
38,105
|
|
|
31,851
|
|
||
Current Portion of Long-Term Liabilities:
|
|
|
|
|
||||
Asset Retirement Obligations
|
|
5,076
|
|
|
1,075
|
|
||
Salary Retirement
|
|
1,587
|
|
|
1,578
|
|
||
Total Other Accrued Liabilities
|
|
$
|
216,581
|
|
|
$
|
224,511
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Senior Notes due April 2022 at 5.875% (Principal of $894,307 and $1,294,307 plus Unamortized Premium of $1,001 and $2,069, respectively)
|
$
|
895,308
|
|
|
$
|
1,296,376
|
|
CNX Credit Facility
|
661,000
|
|
|
612,000
|
|
||
Senior Notes due March 2027 at 7.25%, Issued at Par Value
|
500,000
|
|
|
—
|
|
||
CNX Midstream Partners LP Senior Notes due March 2026 at 6.50% (Principal of $400,000 less Unamortized Discount of $4,625 and $5,375, respectively)*
|
395,375
|
|
|
394,625
|
|
||
CNX Midstream Partners LP Revolving Credit Facility*
|
311,750
|
|
|
84,000
|
|
||
Less: Unamortized Debt Issuance Costs
|
8,990
|
|
|
8,796
|
|
||
Long-Term Debt
|
$
|
2,754,443
|
|
|
$
|
2,378,205
|
|
Year ended December 31,
|
Amount
|
||
2020
|
$
|
—
|
|
2021
|
—
|
|
|
2022
|
894,307
|
|
|
2023
|
—
|
|
|
2024
|
972,750
|
|
|
Thereafter
|
900,000
|
|
|
Total Long-Term Debt Maturities
|
$
|
2,767,057
|
|
|
For the Year Ended
|
||
|
December 31, 2019
|
||
Operating Lease Cost
|
$
|
73,809
|
|
Finance Lease Cost:
|
|
||
Amortization of Right-of-Use Assets
|
5,242
|
|
|
Interest on Lease Liabilities
|
1,241
|
|
|
Short-term Lease Cost
|
5,547
|
|
|
Variable Lease Cost*
|
17,337
|
|
|
Total Lease Cost
|
$
|
103,176
|
|
|
December 31, 2019
|
||
Operating Leases:
|
|
||
Operating Lease Right-of-Use Asset
|
$
|
187,097
|
|
|
|
||
Current Portion of Operating Lease Obligations
|
$
|
61,670
|
|
Operating Lease Obligations
|
110,466
|
|
|
Total Operating Lease Liabilities
|
$
|
172,136
|
|
|
|
||
Finance Leases:
|
|
||
Property, Plant and Equipment
|
$
|
72,916
|
|
Less—Accumulated Depreciation, Depletion and Amortization
|
63,008
|
|
|
Property, Plant and Equipment—Net
|
$
|
9,908
|
|
|
|
||
Current Portion of Finance Lease Obligations
|
$
|
7,164
|
|
Finance Lease Obligations
|
7,706
|
|
|
Total Finance Lease Liabilities
|
$
|
14,870
|
|
|
For the Year Ended
|
||
|
December 31, 2019
|
||
Cash Paid for Amounts Included in the Measurement of Lease Liabilities:
|
|
||
Operating Cash Flows from Operating Leases
|
$
|
66,827
|
|
Operating Cash Flows from Finance Leases
|
$
|
1,241
|
|
Financing Cash Flows from Finance Leases
|
$
|
7,149
|
|
Right-of-Use Assets Obtained in Exchange for Lease Obligations:
|
|
||
Operating Leases
|
$
|
15,347
|
|
Finance Leases
|
$
|
1,846
|
|
|
|
Operating
|
|
Finance
|
||||
|
|
Leases
|
|
Leases
|
||||
Year Ended December 31,
|
|
|
|
|
||||
2020
|
|
$
|
68,663
|
|
|
$
|
7,968
|
|
2021
|
|
59,410
|
|
|
7,142
|
|
||
2022
|
|
23,789
|
|
|
436
|
|
||
2023
|
|
5,453
|
|
|
433
|
|
||
2024
|
|
5,433
|
|
|
127
|
|
||
Thereafter
|
|
30,822
|
|
|
—
|
|
||
Total Lease Payments
|
|
193,570
|
|
|
16,106
|
|
||
Less: Interest
|
|
21,434
|
|
|
1,236
|
|
||
Present Value of Lease Liabilities
|
|
$
|
172,136
|
|
|
$
|
14,870
|
|
|
December 31, 2019
|
|
Weighted Average Remaining Lease Term (years):
|
|
|
Operating Leases
|
4.39
|
|
Finance Leases
|
2.16
|
|
|
|
|
Weighted Average Discount Rate:
|
|
|
Operating Leases
|
4.96
|
%
|
Finance Leases
|
6.92
|
%
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Change in Benefit Obligation:
|
|
|
|
|
||||
Benefit Obligation at Beginning of Period
|
|
$
|
33,569
|
|
|
$
|
36,280
|
|
Service Cost
|
|
209
|
|
|
302
|
|
||
Interest Cost
|
|
1,338
|
|
|
1,265
|
|
||
Actuarial Loss (Gain)
|
|
4,865
|
|
|
(2,645
|
)
|
||
Plan Amendments
|
|
1,728
|
|
|
—
|
|
||
Plan Curtailments
|
|
—
|
|
|
(126
|
)
|
||
Benefits and Other Payments
|
|
(1,513
|
)
|
|
(1,507
|
)
|
||
Benefit Obligation at End of Period
|
|
$
|
40,196
|
|
|
$
|
33,569
|
|
|
|
|
|
|
||||
Change in Plan Assets:
|
|
|
|
|
||||
Fair Value of Plan Assets at Beginning of Period
|
|
$
|
—
|
|
|
$
|
—
|
|
Company Contributions
|
|
1,513
|
|
|
1,507
|
|
||
Benefits and Other Payments
|
|
(1,513
|
)
|
|
(1,507
|
)
|
||
Fair Value of Plan Assets at End of Period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Funded Status:
|
|
|
|
|
||||
Current Liabilities
|
|
$
|
(1,587
|
)
|
|
$
|
(1,578
|
)
|
Noncurrent Liabilities
|
|
(38,609
|
)
|
|
(31,991
|
)
|
||
Net Obligation Recognized
|
|
$
|
(40,196
|
)
|
|
$
|
(33,569
|
)
|
|
|
|
|
|
||||
Amounts Recognized in Accumulated Other Comprehensive Loss Consist of:
|
|
|
|
|
||||
Net Actuarial Loss
|
|
$
|
15,361
|
|
|
$
|
10,738
|
|
Prior Service Cost (Credit)
|
|
1,727
|
|
|
(17
|
)
|
||
Total
|
|
17,088
|
|
|
10,721
|
|
||
Less: Tax Benefit
|
|
4,483
|
|
|
2,817
|
|
||
Net Amount Recognized
|
|
$
|
12,605
|
|
|
$
|
7,904
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Components of Net Periodic Benefit Cost:
|
|
|
|
|
|
||||||
Service Cost
|
$
|
209
|
|
|
$
|
302
|
|
|
$
|
375
|
|
Interest Cost
|
1,338
|
|
|
1,265
|
|
|
1,201
|
|
|||
Amortization of Prior Service Credits
|
(17
|
)
|
|
(193
|
)
|
|
(362
|
)
|
|||
Recognized Net Actuarial Loss
|
242
|
|
|
865
|
|
|
1,525
|
|
|||
Curtailment Gain
|
—
|
|
|
(416
|
)
|
|
—
|
|
|||
Net Periodic Benefit Cost
|
$
|
1,772
|
|
|
$
|
1,823
|
|
|
$
|
2,739
|
|
|
|
Pension
|
||
|
|
Benefits
|
||
Prior Service Cost Recognition
|
|
$
|
(221
|
)
|
Actuarial Loss Recognition
|
|
$
|
(383
|
)
|
|
|
As of December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Projected Benefit Obligation
|
|
$
|
40,196
|
|
|
$
|
33,569
|
|
Accumulated Benefit Obligation
|
|
$
|
40,196
|
|
|
$
|
33,169
|
|
Fair Value of Plan Assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
As of December 31,
|
||||
|
|
2019
|
|
2018
|
||
Discount Rate
|
|
3.36
|
%
|
|
4.37
|
%
|
Rate of Compensation Increase
|
|
—
|
%
|
|
3.63
|
%
|
|
For the Years ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Discount Rate
|
4.37
|
%
|
|
4.28
|
%
|
|
4.26
|
%
|
Rate of Compensation Increase
|
3.63
|
%
|
|
4.05
|
%
|
|
3.90
|
%
|
|
|
Pension
|
||
Year ended December 31,
|
|
Benefits
|
||
2020
|
|
$
|
1,588
|
|
2021
|
|
$
|
1,670
|
|
2022
|
|
$
|
1,760
|
|
2023
|
|
$
|
1,866
|
|
2024
|
|
$
|
2,063
|
|
Year 2025-2029
|
|
$
|
11,207
|
|
|
|
December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Weighted Average Fair Value of Grants
|
|
$
|
3.48
|
|
|
$
|
6.50
|
|
|
$
|
6.19
|
|
Risk-free Interest Rate
|
|
2.13
|
%
|
|
2.66
|
%
|
|
1.66
|
%
|
|||
Expected Dividend Yield
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Expected Forfeiture Rate
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Expected Volatility
|
|
43.60
|
%
|
|
52.68
|
%
|
|
50.85
|
%
|
|||
Expected Term in Years
|
|
6.50
|
|
|
3.71
|
|
|
3.71
|
|
|
|
|
|
|
|
Weighted
|
|
|
|||||
|
|
|
|
|
|
Average
|
|
|
|||||
|
|
|
|
Weighted
|
|
Remaining
|
|
Aggregate
|
|||||
|
|
|
|
Average
|
|
Contractual
|
|
Intrinsic
|
|||||
|
|
|
|
Exercise
|
|
Term (in
|
|
Value (in
|
|||||
|
|
Shares
|
|
Price
|
|
years)
|
|
thousands)
|
|||||
Outstanding at December 31, 2018
|
|
5,442,920
|
|
|
$
|
18.74
|
|
|
|
|
|
||
Granted
|
|
14,368
|
|
|
$
|
7.54
|
|
|
|
|
|
||
Exercised
|
|
(79,468
|
)
|
|
$
|
6.87
|
|
|
|
|
|
||
Forfeited
|
|
(4,208
|
)
|
|
$
|
6.87
|
|
|
|
|
|
||
Expired
|
|
(677,348
|
)
|
|
$
|
24.29
|
|
|
|
|
|
||
Outstanding at December 31, 2019
|
|
4,696,264
|
|
|
$
|
18.05
|
|
|
4.49
|
|
$
|
5,280
|
|
Exercisable at December 31, 2019
|
|
4,681,896
|
|
|
$
|
18.04
|
|
|
4.47
|
|
$
|
5,261
|
|
|
|
Number of
|
|
Weighted Average
|
|
|
|
Shares
|
|
Grant Date Fair Value
|
|
Nonvested at December 31, 2018
|
|
1,427,151
|
|
|
$14.30
|
Granted
|
|
963,426
|
|
|
$11.26
|
Vested
|
|
(1,052,235
|
)
|
|
$14.27
|
Forfeited
|
|
(305,142
|
)
|
|
$13.50
|
Nonvested at December 31, 2019
|
|
1,033,200
|
|
|
$11.71
|
|
|
Number of
|
|
Weighted Average
|
|
|
|
Shares
|
|
Grant Date Fair Value
|
|
Nonvested at December 31, 2018
|
|
1,344,985
|
|
|
$19.93
|
Granted
|
|
407,056
|
|
|
$16.56
|
PSUs Issued as a Result of 200% Payout
|
|
156,918
|
|
|
$22.63
|
Vested
|
|
(345,282
|
)
|
|
$22.21
|
Forfeited
|
|
(162,841
|
)
|
|
$17.83
|
Nonvested at December 31, 2019
|
|
1,400,836
|
|
|
$18.91
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Interest (Net of Amounts Capitalized)
|
|
$
|
143,111
|
|
|
$
|
144,756
|
|
|
$
|
152,047
|
|
Income Taxes
|
|
$
|
(138,409
|
)
|
|
$
|
(11,505
|
)
|
|
$
|
(121,773
|
)
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Gas Wholesalers
|
|
$
|
115,641
|
|
|
$
|
232,638
|
|
NGL, Condensate & Processing Facilities
|
|
10,140
|
|
|
12,595
|
|
||
Other
|
|
7,699
|
|
|
7,191
|
|
||
Total Accounts Receivable Trade
|
|
$
|
133,480
|
|
|
$
|
252,424
|
|
|
Fair Value Measurements at
December 31, 2019 |
|
Fair Value Measurements at
December 31, 2018 |
||||||||||||||||||||
Description
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Gas Derivatives
|
$
|
—
|
|
|
$
|
405,781
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
99,456
|
|
|
$
|
—
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Cash and Cash Equivalents
|
$
|
16,283
|
|
|
$
|
16,283
|
|
|
$
|
17,198
|
|
|
$
|
17,198
|
|
Long-Term Debt (Excluding Debt Issuance Costs)
|
$
|
2,763,433
|
|
|
$
|
2,619,676
|
|
|
$
|
2,387,001
|
|
|
$
|
2,290,537
|
|
|
December 31,
|
|
Forecasted to
|
||||
|
2019
|
|
2018
|
|
Settle Through
|
||
Natural Gas Commodity Swaps (Bcf)
|
1,460.6
|
|
|
1,484.4
|
|
|
2025
|
Natural Gas Basis Swaps (Bcf)
|
1,290.4
|
|
|
1,056.6
|
|
|
2025
|
Asset Derivative Instruments
|
|
Liability Derivative Instruments
|
||||||||||||||
|
December 31,
|
|
|
December 31,
|
||||||||||||
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
||||||||
Commodity Swaps:
|
|
|
|
|
|
|
|
|||||||||
Current Assets
|
$
|
234,238
|
|
|
$
|
28,612
|
|
|
Current Liabilities
|
$
|
345
|
|
|
$
|
34,640
|
|
Other Assets
|
288,543
|
|
|
164,310
|
|
|
Non-Current Liabilities
|
9,693
|
|
|
52,011
|
|
||||
Total Asset
|
$
|
522,781
|
|
|
$
|
192,922
|
|
|
Total Liability
|
$
|
10,038
|
|
|
$
|
86,651
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basis Only Swaps:
|
|
|
|
|
|
|
|
|
||||||||
Current Assets
|
$
|
13,556
|
|
|
$
|
11,628
|
|
|
Current Liabilities
|
$
|
40,626
|
|
|
$
|
27,021
|
|
Other Assets
|
25,553
|
|
|
48,788
|
|
|
Non-Current Liabilities
|
105,445
|
|
|
40,210
|
|
||||
Total Asset
|
$
|
39,109
|
|
|
$
|
60,416
|
|
|
Total Liability
|
$
|
146,071
|
|
|
$
|
67,231
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash Received (Paid) in Settlement of Commodity Derivative Instruments:
|
|
|
|
|
|
||||||
Commodity Swaps:
|
|
|
|
|
|
||||||
Natural Gas
|
$
|
82,899
|
|
|
$
|
(41,098
|
)
|
|
$
|
(34,928
|
)
|
Propane
|
—
|
|
|
—
|
|
|
(1,216
|
)
|
|||
Natural Gas Basis Swaps
|
(13,119
|
)
|
|
(28,622
|
)
|
|
(5,030
|
)
|
|||
Total Cash Received (Paid) in Settlement of Commodity Derivative Instruments
|
69,780
|
|
|
(69,720
|
)
|
|
(41,174
|
)
|
|||
|
|
|
|
|
|
||||||
Unrealized Gain (Loss) on Commodity Derivative Instruments:
|
|
|
|
|
|
||||||
Commodity Swaps:
|
|
|
|
|
|
||||||
Natural Gas
|
406,472
|
|
|
33,026
|
|
|
319,605
|
|
|||
Propane
|
—
|
|
|
—
|
|
|
1,147
|
|
|||
Natural Gas Basis Swaps
|
(100,147
|
)
|
|
6,482
|
|
|
(72,648
|
)
|
|||
Total Unrealized Gain on Commodity Derivative Instruments
|
306,325
|
|
|
39,508
|
|
|
248,104
|
|
|||
|
|
|
|
|
|
||||||
Gain (Loss) on Commodity Derivative Instruments:
|
|
|
|
|
|
||||||
Commodity Swaps:
|
|
|
|
|
|
||||||
Natural Gas
|
$
|
489,371
|
|
|
$
|
(8,072
|
)
|
|
$
|
284,677
|
|
Propane
|
—
|
|
|
—
|
|
|
(69
|
)
|
|||
Natural Gas Basis Swaps
|
(113,266
|
)
|
|
(22,140
|
)
|
|
(77,678
|
)
|
|||
Total Gain (Loss) on Commodity Derivative Instruments
|
$
|
376,105
|
|
|
$
|
(30,212
|
)
|
|
$
|
206,930
|
|
|
Amount of Commitment Expiration Per Period
|
||||||||||||||||||
|
Total
Amounts
Committed
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
Beyond
5 Years
|
||||||||||
Letters of Credit:
|
|
|
|
|
|
|
|
|
|
||||||||||
Firm Transportation
|
$
|
197,776
|
|
|
$
|
148,526
|
|
|
$
|
49,250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other
|
6,950
|
|
|
6,200
|
|
|
750
|
|
|
—
|
|
|
—
|
|
|||||
Total Letters of Credit
|
204,726
|
|
|
154,726
|
|
|
50,000
|
|
|
—
|
|
|
—
|
|
|||||
Surety Bonds:
|
|
|
|
|
|
|
|
|
|
||||||||||
Employee-Related
|
2,600
|
|
|
2,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Environmental
|
12,763
|
|
|
12,503
|
|
|
260
|
|
|
—
|
|
|
—
|
|
|||||
Financial Guarantees
|
81,670
|
|
|
81,670
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
9,254
|
|
|
7,970
|
|
|
1,284
|
|
|
—
|
|
|
—
|
|
|||||
Total Surety Bonds
|
106,287
|
|
|
104,743
|
|
|
1,544
|
|
|
—
|
|
|
—
|
|
|||||
Total Commitments
|
$
|
311,013
|
|
|
$
|
259,469
|
|
|
$
|
51,544
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Obligations Due
|
Amount
|
||
Less than 1 year
|
$
|
256,613
|
|
1 - 3 years
|
483,807
|
|
|
3 - 5 years
|
406,915
|
|
|
More than 5 years
|
1,072,748
|
|
|
Total Purchase Obligations
|
$
|
2,220,083
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Assets:
|
|
|
|
||||
Cash
|
$
|
31
|
|
|
$
|
3,966
|
|
Receivables - Related Party
|
21,076
|
|
|
17,073
|
|
||
Receivables - Third Party
|
7,935
|
|
|
7,028
|
|
||
Other Current Assets
|
1,976
|
|
|
2,383
|
|
||
Property, Plant and Equipment, net
|
1,195,591
|
|
|
891,775
|
|
||
Operating Lease ROU Asset
|
4,731
|
|
|
—
|
|
||
Other Assets
|
3,262
|
|
|
3,203
|
|
||
Total Assets
|
$
|
1,234,602
|
|
|
$
|
925,428
|
|
Liabilities:
|
|
|
|
||||
Accounts Payable and Accrued Liabilities
|
$
|
67,290
|
|
|
$
|
43,919
|
|
Accounts Payable - Related Party
|
4,787
|
|
|
4,980
|
|
||
Revolving Credit Facility
|
311,750
|
|
|
84,000
|
|
||
Long-Term Debt
|
394,162
|
|
|
393,215
|
|
||
Total Liabilities
|
$
|
777,989
|
|
|
$
|
526,114
|
|
|
For the Years Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenue
|
|
|
|
||||
Gathering Revenue - Related Party
|
$
|
231,482
|
|
|
$
|
167,048
|
|
Gathering Revenue - Third Party
|
74,315
|
|
|
89,620
|
|
||
Total Revenue
|
305,797
|
|
|
256,668
|
|
||
Expenses
|
|
|
|
||||
Operating Expense - Related Party
|
22,943
|
|
|
19,814
|
|
||
Operating Expense - Third Party
|
23,964
|
|
|
27,343
|
|
||
General and Administrative Expense - Related Party
|
15,928
|
|
|
13,867
|
|
||
General and Administrative Expense - Third Party
|
5,769
|
|
|
8,595
|
|
||
Loss on Asset Sales and Abandonments, net
|
7,229
|
|
|
2,501
|
|
||
Depreciation Expense
|
24,371
|
|
|
21,939
|
|
||
Interest Expense
|
30,293
|
|
|
23,614
|
|
||
Total Expense
|
130,497
|
|
|
117,673
|
|
||
Net Income
|
$
|
175,300
|
|
|
$
|
138,995
|
|
|
|
|
|
||||
Net Cash Provided by Operating Activities
|
$
|
217,062
|
|
|
$
|
180,115
|
|
Net Cash Used in Investing Activities
|
$
|
(327,615
|
)
|
|
$
|
(138,869
|
)
|
Net Cash Provided by (Used in) Financing Activities
|
$
|
106,618
|
|
|
$
|
(40,474
|
)
|
|
For the Year Ended
|
||
|
December 31, 2017
|
||
Other Operating Income:
|
|
||
Equity in Earnings of Affiliates - CNX Gathering
|
$
|
9,823
|
|
Equity in Earnings of Affiliates - CNXM
|
$
|
38,523
|
|
|
|
||
Transportation, Gathering and Compression:
|
|
||
Gathering Services - CNX Gathering
|
$
|
914
|
|
Gathering Services - CNXM
|
$
|
136,068
|
|
|
Marcellus
Shale
|
|
Utica Shale
|
|
Coalbed
Methane
|
|
Other
Gas
|
|
Total E&P
|
|
Midstream
|
|
Unallocated
|
|
Intercompany Eliminations
|
|
Consolidated
|
|
||||||||||||||||||
Natural Gas, NGLs and Oil Revenue
|
$
|
934,728
|
|
|
$
|
264,548
|
|
|
$
|
163,893
|
|
|
$
|
1,156
|
|
|
$
|
1,364,325
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,364,325
|
|
(A)
|
Purchased Gas Revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
94,027
|
|
|
94,027
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94,027
|
|
|
|||||||||
Midstream Revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
307,024
|
|
|
—
|
|
|
(232,710
|
)
|
|
74,314
|
|
|
|||||||||
Gain on Commodity Derivative Instruments
|
47,475
|
|
|
14,943
|
|
|
7,335
|
|
|
306,352
|
|
|
376,105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
376,105
|
|
|
|||||||||
Other Operating Income
|
—
|
|
|
—
|
|
|
—
|
|
|
14,057
|
|
|
14,057
|
|
|
—
|
|
|
—
|
|
|
(379
|
)
|
|
13,678
|
|
(B)
|
|||||||||
Total Revenue and Other Operating Income
|
$
|
982,203
|
|
|
$
|
279,491
|
|
|
$
|
171,228
|
|
|
$
|
415,592
|
|
|
$
|
1,848,514
|
|
|
$
|
307,024
|
|
|
$
|
—
|
|
|
$
|
(233,089
|
)
|
|
$
|
1,922,449
|
|
|
Earnings (Loss) From Continuing Operations Before Income Tax
|
$
|
234,284
|
|
|
$
|
87,972
|
|
|
$
|
35,170
|
|
|
$
|
(497,869
|
)
|
|
$
|
(140,443
|
)
|
|
$
|
166,654
|
|
|
$
|
33,473
|
|
|
$
|
—
|
|
|
$
|
59,684
|
|
|
Segment Assets
|
|
|
|
|
|
|
|
|
$
|
6,745,091
|
|
|
$
|
2,230,676
|
|
|
$
|
78,708
|
|
|
$
|
6,331
|
|
|
$
|
9,060,806
|
|
(C)
|
||||||||
Depreciation, Depletion and Amortization
|
|
|
|
|
|
|
|
|
$
|
474,352
|
|
|
$
|
34,111
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
508,463
|
|
|
||||||||
Capital Expenditures
|
|
|
|
|
|
|
|
|
$
|
867,860
|
|
|
$
|
324,739
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,192,599
|
|
|
(A)
|
Included in Total Natural Gas, NGLs and Oil Revenue are sales of $214,980 to Direct Energy Business Marketing LLC and $147,540 to NJR Energy Services Company, each of which comprises over 10% of revenue from contracts with external customers for the period.
|
(B)
|
Includes equity in earnings of unconsolidated affiliates of $2,103 for Total E&P.
|
(C)
|
Includes investments in unconsolidated equity affiliates of $16,710 for Total E&P.
|
|
Marcellus
Shale
|
|
Utica Shale
|
|
Coalbed
Methane
|
|
Other
Gas
|
|
Total
E&P
|
|
Midstream
|
|
Unallocated
|
|
Intercompany Eliminations
|
|
Consolidated
|
|
||||||||||||||||||
Natural Gas, NGLs and Oil Revenue
|
$
|
903,316
|
|
|
$
|
445,880
|
|
|
$
|
212,884
|
|
|
$
|
15,857
|
|
|
$
|
1,577,937
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,577,937
|
|
(D)
|
Purchased Gas Revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
65,986
|
|
|
65,986
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,986
|
|
|
|||||||||
Midstream Revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
258,074
|
|
|
—
|
|
|
(168,293
|
)
|
|
89,781
|
|
|
|||||||||
(Loss) Gain on Commodity Derivative Instruments
|
(40,444
|
)
|
|
(19,882
|
)
|
|
(8,767
|
)
|
|
38,881
|
|
|
(30,212
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,212
|
)
|
|
|||||||||
Other Operating Income
|
—
|
|
|
—
|
|
|
—
|
|
|
27,218
|
|
|
27,218
|
|
|
—
|
|
|
—
|
|
|
(276
|
)
|
|
26,942
|
|
(E)
|
|||||||||
Total Revenue and Other Operating Income
|
$
|
862,872
|
|
|
$
|
425,998
|
|
|
$
|
204,117
|
|
|
$
|
147,942
|
|
|
$
|
1,640,929
|
|
|
$
|
258,074
|
|
|
$
|
—
|
|
|
$
|
(168,569
|
)
|
|
$
|
1,730,434
|
|
|
Earnings (Loss) From Continuing Operations Before Income Tax
|
$
|
254,310
|
|
|
$
|
194,164
|
|
|
$
|
49,719
|
|
|
$
|
(253,577
|
)
|
|
$
|
244,616
|
|
|
$
|
133,811
|
|
|
$
|
720,241
|
|
|
$
|
—
|
|
|
$
|
1,098,668
|
|
|
Segment Assets
|
|
|
|
|
|
|
|
|
$
|
6,518,597
|
|
|
$
|
1,919,117
|
|
|
$
|
166,679
|
|
|
$
|
(12,223
|
)
|
|
$
|
8,592,170
|
|
(F)
|
||||||||
Depreciation, Depletion and Amortization
|
|
|
|
|
|
|
|
|
$
|
461,149
|
|
|
$
|
32,274
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
493,423
|
|
|
||||||||
Capital Expenditures
|
|
|
|
|
|
|
|
|
$
|
974,059
|
|
|
$
|
142,338
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,116,397
|
|
|
(D)
|
Included in Total Natural Gas, NGLs and Oil Revenue are sales of $219,472 to NJR Energy Services Company and $184,668 to Direct Energy Business Marketing LLC, each of which comprises over 10% of revenue from contracts with external customers for the period.
|
(E)
|
Includes equity in earnings of unconsolidated affiliates of $5,363 for Total E&P.
|
(F)
|
Includes investments in unconsolidated equity affiliates of $18,663 for Total E&P.
|
|
Marcellus
Shale
|
|
Utica Shale
|
|
Coalbed
Methane
|
|
Other
Gas
|
|
Total
E&P
|
|
Unallocated
|
|
Consolidated
|
|
||||||||||||||
Natural Gas, NGLs and Oil Revenue
|
$
|
646,188
|
|
|
$
|
217,020
|
|
|
$
|
208,677
|
|
|
$
|
53,339
|
|
|
$
|
1,125,224
|
|
|
$
|
—
|
|
|
$
|
1,125,224
|
|
(G)
|
Purchased Gas Revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
53,795
|
|
|
53,795
|
|
|
—
|
|
|
53,795
|
|
|
|||||||
(Loss) Gain on Commodity Derivative Instruments
|
(30,336
|
)
|
|
1,367
|
|
|
(9,589
|
)
|
|
245,488
|
|
|
206,930
|
|
|
—
|
|
|
206,930
|
|
|
|||||||
Other Operating Income
|
—
|
|
|
—
|
|
|
—
|
|
|
69,182
|
|
|
69,182
|
|
|
—
|
|
|
69,182
|
|
(H)
|
|||||||
Total Revenue and Other Operating Income
|
$
|
615,852
|
|
|
$
|
218,387
|
|
|
$
|
199,088
|
|
|
$
|
421,804
|
|
|
$
|
1,455,131
|
|
|
$
|
—
|
|
|
$
|
1,455,131
|
|
|
Earnings (Loss) From Continuing Operations Before Income Tax
|
$
|
91,436
|
|
|
$
|
64,741
|
|
|
$
|
20,346
|
|
|
$
|
(240,050
|
)
|
|
$
|
(63,527
|
)
|
|
$
|
182,108
|
|
|
$
|
118,581
|
|
|
Segment Assets
|
|
|
|
|
|
|
|
|
$
|
6,391,223
|
|
|
$
|
540,690
|
|
|
$
|
6,931,913
|
|
(I)
|
||||||||
Depreciation, Depletion and Amortization
|
|
|
|
|
|
|
|
|
$
|
412,036
|
|
|
$
|
—
|
|
|
$
|
412,036
|
|
|
||||||||
Capital Expenditures
|
|
|
|
|
|
|
|
|
$
|
632,846
|
|
|
$
|
—
|
|
|
$
|
632,846
|
|
|
(G)
|
Included in Total Natural Gas, NGLs and Oil Revenue are sales of $153,656 to Direct Energy Business Marketing LLC and $147,595 to NJR Energy Services Company, each of which comprises over 10% of revenue from contracts with external customers for the period.
|
(H)
|
Includes equity in earnings of unconsolidated affiliates of $49,830 for Total E&P.
|
(I)
|
Includes investments in unconsolidated equity affiliates of $197,921 for Total E&P.
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Total Segment Revenue from Contracts with External Customers
|
|
$
|
1,532,666
|
|
|
$
|
1,733,704
|
|
|
$
|
1,179,019
|
|
Gain (Loss) on Commodity Derivative Instruments
|
|
376,105
|
|
|
(30,212
|
)
|
|
206,930
|
|
|||
Other Operating Income
|
|
13,678
|
|
|
26,942
|
|
|
69,182
|
|
|||
Total Consolidated Revenue and Other Operating Income
|
|
$
|
1,922,449
|
|
|
$
|
1,730,434
|
|
|
$
|
1,455,131
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Segment Earnings (Loss) Before Income Taxes for Reportable Business Segments:
|
|
|
|
|
|
|
||||||
E&P
|
|
$
|
(140,443
|
)
|
|
$
|
244,616
|
|
|
$
|
(63,527
|
)
|
Midstream
|
|
166,654
|
|
|
133,811
|
|
|
—
|
|
|||
Total Segment Earnings (Loss) Before Income Taxes for Reportable Business Segments
|
|
26,211
|
|
|
378,427
|
|
|
(63,527
|
)
|
|||
Unallocated Expenses:
|
|
|
|
|
|
|
||||||
Other (Expense) Income
|
|
(1,396
|
)
|
|
14,571
|
|
|
(3,826
|
)
|
|||
Gain on Certain Asset Sales
|
|
42,483
|
|
|
154,775
|
|
|
188,063
|
|
|||
Gain on Previously Held Equity Interest
|
|
—
|
|
|
623,663
|
|
|
—
|
|
|||
Loss on Debt Extinguishment
|
|
(7,614
|
)
|
|
(54,118
|
)
|
|
(2,129
|
)
|
|||
Impairment of Other Intangible Assets
|
|
—
|
|
|
(18,650
|
)
|
|
—
|
|
|||
Earnings from Continuing Operations Before Income Tax
|
|
$
|
59,684
|
|
|
$
|
1,098,668
|
|
|
$
|
118,581
|
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
|||||
Segment Assets for Total Reportable Business Segments:
|
|
|
|
|
||||
E&P
|
|
$
|
6,745,091
|
|
|
$
|
6,518,597
|
|
Midstream
|
|
2,230,676
|
|
|
1,919,117
|
|
||
Intercompany Eliminations
|
|
6,331
|
|
|
(12,223
|
)
|
||
Items Excluded from Segment Assets:
|
|
|
|
|
||||
Cash and Cash Equivalents
|
|
16,283
|
|
|
17,198
|
|
||
Recoverable Income Taxes
|
|
62,425
|
|
|
149,481
|
|
||
Total Consolidated Assets
|
|
$
|
9,060,806
|
|
|
$
|
8,592,170
|
|
•
|
26 million CNXM common units;
|
•
|
3 million new CNXM Class B units. The newly issued Class B units will not receive or accrue distributions until January 1, 2022, at which time they will automatically convert into CNXM common units on a one-for-one basis; and
|
•
|
$135,000 to be paid in three installments of $50,000 due December 31, 2020, $50,000 due December 31, 2021 and $35,000 due December 31, 2022.
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Intangible Drilling Costs
|
$
|
4,688,497
|
|
|
$
|
4,120,283
|
|
Proved Gas Properties
|
1,208,046
|
|
|
1,135,411
|
|
||
Gas Gathering Assets
|
1,110,977
|
|
|
1,099,047
|
|
||
Unproved Gas Properties
|
755,590
|
|
|
927,667
|
|
||
Gas Wells and Related Equipment
|
1,042,000
|
|
|
856,973
|
|
||
Other Gas Assets
|
73,479
|
|
|
54,395
|
|
||
Total Property, Plant and Equipment
|
$
|
8,878,589
|
|
|
$
|
8,193,776
|
|
Accumulated Depreciation, Depletion and Amortization
|
(3,263,221
|
)
|
|
(2,475,917
|
)
|
||
Net Capitalized Costs
|
$
|
5,615,368
|
|
|
$
|
5,717,859
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Property Acquisitions:
|
|
|
|
|
|
||||||
Proved Properties
|
$
|
36,710
|
|
|
$
|
38,621
|
|
|
$
|
15,850
|
|
Unproved Properties
|
24,760
|
|
|
36,248
|
|
|
32,038
|
|
|||
Development
|
739,874
|
|
|
844,081
|
|
|
544,809
|
|
|||
Exploration
|
79,855
|
|
|
61,604
|
|
|
48,020
|
|
|||
Total
|
$
|
881,199
|
|
|
$
|
980,554
|
|
|
$
|
640,717
|
|
(*)
|
Includes costs incurred whether capitalized or expensed.
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Natural Gas, NGLs and Oil Revenue
|
$
|
1,364,325
|
|
|
$
|
1,577,937
|
|
|
$
|
1,125,224
|
|
Gain (Loss) on Commodity Derivative Instruments
|
376,105
|
|
|
(30,212
|
)
|
|
206,930
|
|
|||
Purchased Gas Revenue
|
94,027
|
|
|
65,986
|
|
|
53,795
|
|
|||
Total Revenue
|
1,834,457
|
|
|
1,613,711
|
|
|
1,385,949
|
|
|||
Lease Operating Expense
|
65,443
|
|
|
95,139
|
|
|
88,932
|
|
|||
Production, Ad Valorem, and Other Fees
|
27,461
|
|
|
32,750
|
|
|
29,267
|
|
|||
Transportation, Gathering and Compression
|
516,879
|
|
|
424,206
|
|
|
382,865
|
|
|||
Purchased Gas Costs
|
90,553
|
|
|
64,817
|
|
|
52,597
|
|
|||
Impairment of Exploration and Production Properties
|
327,400
|
|
|
—
|
|
|
137,865
|
|
|||
Impairment of Undeveloped Properties
|
119,429
|
|
|
—
|
|
|
—
|
|
|||
Exploration Costs
|
44,380
|
|
|
12,033
|
|
|
48,074
|
|
|||
Depreciation, Depletion and Amortization
|
474,352
|
|
|
461,149
|
|
|
412,036
|
|
|||
Total Costs
|
1,665,897
|
|
|
1,090,094
|
|
|
1,151,636
|
|
|||
Pre-tax Operating Income
|
168,560
|
|
|
523,617
|
|
|
234,313
|
|
|||
Income Tax Expense (Benefit)
|
78,398
|
|
|
102,629
|
|
|
(348,676
|
)
|
|||
Results of Operations for Producing Activities excluding Corporate and Interest Costs
|
$
|
90,162
|
|
|
$
|
420,988
|
|
|
$
|
582,989
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Production (MMcfe)
|
539,149
|
|
|
507,104
|
|
|
407,166
|
|
|||
Total Average Sales Price Before Effects of Commodity Derivative Financial Settlements (per Mcfe)
|
$
|
2.53
|
|
|
$
|
3.11
|
|
|
$
|
2.76
|
|
Average Effects of Commodity Derivative Financial Settlements (per Mcfe)
|
$
|
0.14
|
|
|
$
|
(0.15
|
)
|
|
$
|
(0.11
|
)
|
Total Average Sales Price Including Effects of Commodity Derivative Financial Settlements (per Mcfe)
|
$
|
2.66
|
|
|
$
|
2.97
|
|
|
$
|
2.66
|
|
Average Lifting Costs, Excluding Ad Valorem and Severance Taxes (per Mcfe)
|
$
|
0.12
|
|
|
$
|
0.19
|
|
|
$
|
0.22
|
|
|
|
Gross
|
|
Net(1)
|
||
Producing Gas Wells (including Gob Wells)
|
|
6,512
|
|
|
4,510
|
|
Producing Oil Wells
|
|
151
|
|
|
—
|
|
Acreage Position:
|
|
|
|
|
||
Proved Developed Acreage
|
|
337,700
|
|
|
337,700
|
|
Proved Undeveloped Acreage
|
|
28,916
|
|
|
28,916
|
|
Unproved Acreage
|
|
5,192,777
|
|
|
3,868,533
|
|
Total Acreage
|
|
5,559,393
|
|
|
4,235,149
|
|
(1)
|
Net acres include acreage attributable to the Company's working interests of the properties. Additional adjustments (either increases or decreases) may be required as the Company further develops title to and further confirms its rights with respect to its various properties in anticipation of development. The Company believes that its assumptions and methodology in this regard are reasonable.
|
|
|
|
|
|
|
Condensate
|
|
Consolidated
|
||||
|
|
Natural Gas
|
|
NGLs
|
|
& Crude Oil
|
|
Operations
|
||||
|
|
(MMcf)
|
|
(Mbbls)
|
|
(Mbbls)
|
|
(MMcfe)
|
||||
Balance December 31, 2016 (a)
|
|
5,828,399
|
|
|
60,532
|
|
|
10,009
|
|
|
6,251,648
|
|
Revisions (b)
|
|
(202,735
|
)
|
|
1,162
|
|
|
(5,834
|
)
|
|
(232,321
|
)
|
Price Changes
|
|
173,738
|
|
|
1,188
|
|
|
(159
|
)
|
|
181,470
|
|
Extensions and Discoveries (c)
|
|
1,769,029
|
|
|
17,887
|
|
|
1,800
|
|
|
1,887,153
|
|
Production
|
|
(364,893
|
)
|
|
(6,456
|
)
|
|
(589
|
)
|
|
(407,166
|
)
|
Sales of Reserves In-Place
|
|
(81,780
|
)
|
|
(2,622
|
)
|
|
(277
|
)
|
|
(99,172
|
)
|
Balance December 31, 2017 (a)
|
|
7,121,758
|
|
|
71,691
|
|
|
4,950
|
|
|
7,581,612
|
|
Revisions (d)
|
|
313,091
|
|
|
441
|
|
|
865
|
|
|
320,925
|
|
Price Changes
|
|
28,100
|
|
|
32
|
|
|
4
|
|
|
28,315
|
|
Extensions and Discoveries (c)
|
|
839,268
|
|
|
16,247
|
|
|
4,010
|
|
|
960,808
|
|
Production
|
|
(468,228
|
)
|
|
(6,011
|
)
|
|
(468
|
)
|
|
(507,104
|
)
|
Purchases of Reserves In-Place
|
|
317,437
|
|
|
756
|
|
|
—
|
|
|
321,975
|
|
Sales of Reserves In-Place (e)
|
|
(715,088
|
)
|
|
(17,252
|
)
|
|
(1,100
|
)
|
|
(825,196
|
)
|
Balance December 31, 2018 (a)
|
|
7,436,338
|
|
|
65,904
|
|
|
8,261
|
|
|
7,881,335
|
|
Revisions (f)
|
|
(521,617
|
)
|
|
5,926
|
|
|
(5,418
|
)
|
|
(518,570
|
)
|
Price Changes
|
|
(40,773
|
)
|
|
(740
|
)
|
|
(5
|
)
|
|
(45,246
|
)
|
Extensions and Discoveries (c)
|
|
1,569,813
|
|
|
10,182
|
|
|
2,732
|
|
|
1,647,297
|
|
Production
|
|
(505,355
|
)
|
|
(5,428
|
)
|
|
(204
|
)
|
|
(539,149
|
)
|
Balance December 31, 2019 (a)
|
|
7,938,406
|
|
|
75,844
|
|
|
5,366
|
|
|
8,425,667
|
|
|
|
|
|
|
|
|
|
|
||||
Proved developed reserves:
|
|
|
|
|
|
|
|
|
||||
December 31, 2017
|
|
4,051,526
|
|
|
56,022,000
|
|
|
3,567,000
|
|
|
4,409,065
|
|
December 31, 2018
|
|
4,242,579
|
|
|
40,180,000
|
|
|
1,870,000
|
|
|
4,494,878
|
|
December 31, 2019
|
|
4,473,534
|
|
|
59,800,000
|
|
|
1,087,000
|
|
|
4,838,858
|
|
|
|
|
|
|
|
|
|
|
||||
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
||||
December 31, 2017
|
|
3,070,232
|
|
|
15,669,000
|
|
|
1,383,000
|
|
|
3,172,547
|
|
December 31, 2018
|
|
3,193,759
|
|
|
25,724,000
|
|
|
6,391,000
|
|
|
3,386,457
|
|
December 31, 2019
|
|
3,464,873
|
|
|
16,044,000
|
|
|
4,278,000
|
|
|
3,586,809
|
|
(a)
|
Proved developed and proved undeveloped gas reserves are defined by SEC Rule 4.10(a) of Regulation S-X. Generally, these reserves would be commercially recovered under current economic conditions, operating methods and government regulations. CNX cautions that there are many inherent uncertainties in estimating proved reserve quantities, projecting future production rates and timing of development expenditures. Proved oil and gas reserves are estimated quantities of natural gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions and government regulations. Proved developed reserves are reserves expected to be recovered through existing wells, with existing equipment and operating methods.
|
(b)
|
The downward revisions for 2017 are due to corporate planning changes by our JV partner in Ohio Utica which resulted in all PUD's being removed, causing a 458 Bcfe downward revision, offset, in part, by improved well performance due to the enhanced RCS completions and improved operating costs.
|
(c)
|
Extensions and Discoveries in 2017, 2018, and 2019 are due to the addition of wells on the Company's Marcellus and Utica Shale acreage more than one offset location away with continued use of reliable technology.
|
(d)
|
The upward revision for 2018 of 321 Bcfe is primarily due to a 472 Bcfe upward revision from increased performance through our continued focus on optimization. This is partially offset by a 151 Bcfe downward revision due to plan changes.
|
(e)
|
The sales of reserves in-place is related to the divestiture of our Utica JV assets and substantially all of our conventional properties. Refer to Note 6 - Acquisitions and Dispositions for more information.
|
(f)
|
The downward revisions in 2019 are primarily due to removal of 872 Bcfe in reserves from plan changes which are the result of our continued focus on optimization and high grading initiatives. There was additionally a reduction of 304 Bcfe related to removal of proved undeveloped locations removed from our plans due to the SEC five-year development rule.
|
|
|
For the Year
|
|
|
|
Ended
|
|
|
|
December 31,
|
|
|
|
2019
|
|
Proved Undeveloped Reserves (MMcfe)
|
|
|
|
Beginning Proved Undeveloped Reserves
|
|
3,386,457
|
|
Undeveloped Reserves Transferred to Developed (a)
|
|
(752,970
|
)
|
Revisions Due to 5 Year Rule
|
|
(303,787
|
)
|
Price Revisions
|
|
2,147
|
|
Revisions Due to Plan Changes (b)
|
|
(872,495
|
)
|
Revisions Due to Changes Due to Well Performance (c)
|
|
556,881
|
|
Extension and Discoveries (d)
|
|
1,570,576
|
|
Ending Proved Undeveloped Reserves(e)
|
|
3,586,809
|
|
(a)
|
During 2019, various exploration and development drilling and evaluations were completed. Approximately, $334,062 of capital was spent in the year ended December 31, 2019 related to undeveloped reserves that were transferred to developed.
|
(c)
|
The upward revisions due to well performance is due to results from Marcellus Shale production.
|
(d)
|
Extensions and discoveries are due mainly to the addition of wells on our Marcellus and Utica Shale acreage more than one offset location away with continued use of reliable technology.
|
(e)
|
Included in proved undeveloped reserves at December 31,2019 are approximately 248,570 MMcfe of reserves that have been reported for more than five years. These reserves specifically relate to GOB (a rubble zone formed in the cavity created by the extraction of coal) production due to a complex fracture being generated in the overburden strata above the mined seam. Mining operations take a significant amount of time and our GOB forecasts are consistent with the future plans of the Buchanan Mine that was sold in March 2016 to Coronado IV LLC with the rights to this gas being retained by the Company. Evidence also exists that supports the continual operation of the mine beyond the current plan, unless there was an extreme circumstance resulting from an external factor. These reasons constitute the specific circumstances that exist to continue recognizing these reserves for CNX.
|
|
December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Costs reclassified to wells, equipment and facilities based on the determination of proved reserves
|
$
|
59,981
|
|
|
$
|
46,614
|
|
|
$
|
40,149
|
|
Costs expensed due to determination of dry hole or abandonment of project
|
$
|
—
|
|
|
$
|
809
|
|
|
$
|
—
|
|
|
|
December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Future Cash Flows (a)
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
19,489,588
|
|
|
$
|
26,610,100
|
|
|
$
|
19,261,578
|
|
Production Costs
|
|
(7,903,120
|
)
|
|
(7,730,451
|
)
|
|
(7,234,303
|
)
|
|||
Development Costs
|
|
(1,121,073
|
)
|
|
(1,600,128
|
)
|
|
(1,710,585
|
)
|
|||
Income Tax Expense
|
|
(2,720,994
|
)
|
|
(4,147,075
|
)
|
|
(2,475,981
|
)
|
|||
Future Net Cash Flows
|
|
7,744,401
|
|
|
13,132,446
|
|
|
7,840,709
|
|
|||
Discounted to Present Value at a 10% Annual Rate
|
|
(4,673,932
|
)
|
|
(8,476,989
|
)
|
|
(4,709,311
|
)
|
|||
Total Standardized Measure of Discounted Net Cash Flows
|
|
$
|
3,070,469
|
|
|
$
|
4,655,457
|
|
|
$
|
3,131,398
|
|
(a)
|
For 2019, the reserves were computed using unweighted arithmetic averages of the closing prices on the first day of each month during 2019, adjusted for energy content and a regional price differential. For 2019, this adjusted natural gas price was $2.24 per Mcf, the adjusted oil price was $44.31 per barrel and the adjusted NGL price was $19.10 per barrel.
|
|
December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at Beginning of Period
|
$
|
4,655,457
|
|
|
$
|
3,131,398
|
|
|
$
|
955,117
|
|
Net Changes in Sales Prices and Production Costs
|
(2,826,725
|
)
|
|
1,732,229
|
|
|
1,983,475
|
|
|||
Sales Net of Production Costs
|
(1,130,685
|
)
|
|
(995,630
|
)
|
|
(831,131
|
)
|
|||
Net Change Due to Revisions in Quantity Estimates
|
(252,796
|
)
|
|
307,030
|
|
|
(145,496
|
)
|
|||
Net Change Due to Extensions, Discoveries and Improved Recovery
|
654,027
|
|
|
534,052
|
|
|
588,574
|
|
|||
Development Costs Incurred During the Period
|
739,874
|
|
|
844,081
|
|
|
544,809
|
|
|||
Difference in Previously Estimated Development Costs Compared to Actual Costs Incurred During the Period
|
(323,922
|
)
|
|
(434,817
|
)
|
|
(129,427
|
)
|
|||
Purchase of Reserves In-Place
|
—
|
|
|
209,630
|
|
|
—
|
|
|||
Sales of Reserves In-Place
|
—
|
|
|
(434,103
|
)
|
|
(55,277
|
)
|
|||
Changes in Estimated Future Development Costs
|
(24,469
|
)
|
|
(49,294
|
)
|
|
(233,017
|
)
|
|||
Net Change in Future Income Taxes
|
409,797
|
|
|
(507,410
|
)
|
|
(404,582
|
)
|
|||
Timing and Other
|
586,591
|
|
|
(69,087
|
)
|
|
712,764
|
|
|||
Accretion
|
583,320
|
|
|
387,378
|
|
|
145,589
|
|
|||
Total Discounted Cash Flow at End of Period
|
$
|
3,070,469
|
|
|
$
|
4,655,457
|
|
|
$
|
3,131,398
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
2019
|
|
2019
|
|
2019
|
|
2019
|
||||||||
Revenue (A)
|
$
|
275,234
|
|
|
$
|
602,109
|
|
|
$
|
526,681
|
|
|
$
|
504,747
|
|
Expenses (B)
|
$
|
147,928
|
|
|
$
|
153,835
|
|
|
$
|
153,833
|
|
|
$
|
182,035
|
|
Net (Loss) Income (C)
|
$
|
(64,651
|
)
|
|
$
|
192,694
|
|
|
$
|
143,960
|
|
|
$
|
(240,055
|
)
|
Net (Loss) Income Attributable to CNX Resources Shareholders
|
$
|
(87,337
|
)
|
|
$
|
162,477
|
|
|
$
|
115,538
|
|
|
$
|
(271,408
|
)
|
(Loss) Earnings Per Share
|
|
|
|
|
|
|
|
||||||||
Basic (Loss) Earnings Per Share
|
$
|
(0.44
|
)
|
|
$
|
0.85
|
|
|
$
|
0.62
|
|
|
$
|
(1.45
|
)
|
Diluted (Loss) Earnings Per Share
|
$
|
(0.44
|
)
|
|
$
|
0.84
|
|
|
$
|
0.61
|
|
|
$
|
(1.45
|
)
|
|
Three Months Ended
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
2018
|
|
2018
|
|
2018
|
|
2018
|
||||||||
Revenue (A)
|
$
|
485,019
|
|
|
$
|
393,590
|
|
|
$
|
393,223
|
|
|
$
|
431,660
|
|
Expenses (B)
|
$
|
167,785
|
|
|
$
|
140,040
|
|
|
$
|
123,779
|
|
|
$
|
148,480
|
|
Net Income (C)
|
$
|
545,546
|
|
|
$
|
61,394
|
|
|
$
|
146,756
|
|
|
$
|
129,415
|
|
Net Income Attributable to CNX Resources Shareholders
|
$
|
527,563
|
|
|
$
|
42,014
|
|
|
$
|
125,029
|
|
|
$
|
101,927
|
|
Earnings Per Share
|
|
|
|
|
|
|
|
||||||||
Basic Earnings Per Share
|
$
|
2.38
|
|
|
$
|
0.19
|
|
|
$
|
0.59
|
|
|
$
|
0.51
|
|
Diluted Earnings Per Share
|
$
|
2.35
|
|
|
$
|
0.19
|
|
|
$
|
0.59
|
|
|
$
|
0.50
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
|
Age
|
|
Position
|
Nicholas J. DeIuliis
|
|
51
|
|
President and Chief Executive Officer
|
Donald W. Rush
|
|
37
|
|
Executive Vice President and Chief Financial Officer
|
Chad A. Griffith
|
|
42
|
|
Executive Vice President and Chief Operating Officer
|
Olayemi Akinkugbe
|
|
45
|
|
Executive Vice President and Chief Excellence Officer
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATMENT SCHEDULES
|
(a)(1)
|
|
Financial Statements Contained in Item 8 hereof.
|
(a)(2)
|
|
Financial Statement Schedule-Schedule II Valuation and Qualifying Accounts contained below, following the signature page.
|
(a)(3)
|
|
Exhibits and Exhibit Index.
|
|
Membership Interest and Asset Purchase Agreement dated February 26, 2016, by and among the Company, CONSOL Mining Holding Company LLC, CONSOL Buchanan Mining Company LLC, CONSOL Amonate Mining Company LLC CONSOL Mining Company LLC, CNX Land LLC, CNX Marine Terminals Inc., CNX RCPC LLC, CONSOL Pennsylvania Coal Company LLC and CONSOL Amonate Facility LLC and Coronado IV LLC, incorporated by reference to Exhibit 2.1 to Form 8-K (file no. 001-14901) filed on February 29, 2016.
|
|
|
Separation and Distribution Agreement, dated as of November 28, 2017, by and between the Company and CONSOL Mining Corporation, incorporated by reference to Exhibit 2.1 to Form 8-K (file no. 001-14901) filed on December 4, 2017.
|
|
|
Tax Matters Agreement, dated as of November 28, 2017, by and between the Company and CONSOL Mining Corporation, incorporated by reference to Exhibit 2.2 to Form 8-K (file no. 001-14901) filed on December 4, 2017.
|
|
|
Employee Matters Agreement, dated as of November 28, 2017, by and between the Company and CONSOL Mining Corporation, incorporated by reference to Exhibit 2.3 to Form 8-K (file no. 001-14901) filed on December 4, 2017.
|
|
|
Intellectual Property Matters Agreement, dated as of November 28, 2017, by and between the Company and CONSOL Mining Corporation, incorporated by reference to Exhibit 2.4 to Form 8-K (file no. 001-14901) filed on December 4, 2017.
|
|
|
Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to Form 8-K (file no. 001-14901) filed on May 8, 2006.
|
|
|
Certificate of Amendment to the Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to Form 8-K (file no. 001-14901) filed on December 4, 2017.
|
|
|
Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.2 to Form 8-K (file no. 001-14901) filed on April 10, 2019.
|
|
|
Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, filed herewith.
|
|
|
Indenture, dated as of April 16, 2014, by and among the Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, a national banking association, as trustee, with respect to the 5.875% Senior Notes due 2022, incorporated by reference to Exhibit 4.1 to Form 8-K (file no. 001-14901) filed on April 16, 2014.
|
|
|
Indenture, dated as of March 14, 2019, by and among the Company, the subsidiary guarantors party thereto and UMB Bank, N.A., a national banking association, as trustee, with respect to the 7.250% Senior Notes due 2027, incorporated by reference to Exhibit 4.1 to Form 8-K (file no. 001-14901) filed on March 14, 2019.
|
|
|
Registration Rights Agreement, dated as of April 16, 2014, by and among the Company, the guarantors signatory thereto and J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC, as representatives of the several initial purchasers, incorporated by reference to Exhibit 4.2 to Form 8-K (file no. 001-14901) filed on April 16, 2014.
|
|
|
Registration Rights Agreement, dated as of August 12, 2014, by and among the Company, the guarantors signatory thereto and Goldman, Sachs & Co., as the initial purchasers, incorporated by reference to Exhibit 4.2 to Form 8-K (file no. 001-14901) filed on August 12, 2014.
|
|
Purchase and Sale Agreement dated July 19, 2016, by and among CONSOL of Kentucky Inc., Island Creek Coal Company, Laurel Run Mining Company, and CNX Land LLC and Southeastern Land, LLC, incorporated by reference to Exhibit 2.1 to Form 8-K (file no. 001-14901) filed on July 25, 2016.
|
|
|
Contribution Agreement dated as of November 15, 2016, by and among CONE Gathering LLC, CONE Midstream GP LLC, CONE Midstream Partners LP, CONE Midstream Operating Company LLC and certain other signatories thereto, incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on November 16, 2016.
|
|
|
Second Amended and Restated Credit Agreement, dated as of March 8, 2018, by and among the Company, certain of its subsidiaries, PNC Bank, National Association, as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., as syndication agent and the lender parties thereto, incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on March 12, 2018.
|
|
|
Waiver No. 1 to Second Amended and Restated Credit Agreement, dated as of February 27, 2019, by and among the Company, the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as syndication agent, and PNC Bank, National Association, as administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on March 4, 2019.
|
|
|
Amendment No. 1, dated as of April 24, 2019, to the Second Amended and Restated Credit Agreement, dated as of March 8, 2018, by and among the Company, the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as syndication agent, and PNC Bank, National Association, as administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on April 30, 2019.
|
|
|
Amendment No. 2, dated as of October 28, 2019, to the Second Amended and Restated Credit Agreement, dated as of March 8, 2018, by and among the Company, the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as syndication agent, and PNC Bank, National Association, as administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on October 29, 2019.
|
|
|
Stipulation and Agreement of Compromise and Settlement, dated May 8, 2013, between and among (i) plaintiffs Harold L. Hurwitz and James R. Gummel, on their own behalf and on behalf of the Class (as defined therein) and (ii) defendants CNX Gas Corporation, CONSOL Energy Inc. and certain individual defendants, incorporated by reference to Exhibit 10.1 of Form 10-Q (file no. 001-14901) for the quarter ended June 30, 2013, filed on August 5, 2013.
|
|
|
Purchase Agreement, dated as of April 10, 2014, by and among the Company, the subsidiary guarantors party thereto and J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC, as representatives of the several initial purchasers named therein, incorporated by reference to Exhibit 1.1 to Form 8-K (file no. 001-14901) filed on April 16, 2014.
|
|
|
Transition Services Agreement, dated as of November 28, 2017, by and between the Company and CONSOL Mining Corporation, incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on December 4, 2017
|
|
|
CNX Resources Corporation to CONSOL Energy Inc. Trademark License Agreement dated as of November 28, 2017, by and between the Company and CONSOL Energy Inc., incorporated by reference to Exhibit 10.2 to Form 8-K (file no. 001-14901) filed on December 4, 2017
|
|
|
CONSOL Energy Inc. to CNX Resources Corporation Trademark License Agreement, dated as of November 28, 2017, by and between the Company and CONSOL Energy Inc., incorporated by reference to Exhibit 10.3 to Form 8-K (file no. 001-14901) filed on December 4, 2017
|
|
|
Purchase Agreement, dated as of December 14 ,2017, by and among CNX Gas Company LLC, as Buyer, and NBL Midstream, LLC, as Seller, incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on January 3, 2018.
|
|
|
Purchase and Sale Agreement, dated June 28, 2018, by and between CNX Gas Company LLC and Ascent Resources - Utica, LLC, incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on August 31, 2018.
|
|
|
First Amendment to Purchase and Sale Agreement, dated August 29, 2018, by and between CNX Gas Company LLC and Ascent Resources - Utica, LLC, incorporated by reference to Exhibit 10.2 to Form 8-K (file no. 001-14901) filed on August 31, 2018.
|
|
|
Letter Agreement, dated August 24, 2007, by and between the Company and Nicholas J. DeIuliis, incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on August 24, 2007.
|
|
|
Change in Control Agreement, dated as of December 30, 2008, by and between the Company and Nicholas J. DeIuliis, incorporated by reference to Exhibit 10.7 to Form 10-K (file no. 001-14901) for the year ended December 31, 2008, filed on February 17, 2009.
|
|
|
Change in Control Severance Agreement, dated August 24, 2015, between the Company and Donald W. Rush, incorporated by reference to Exhibit 10.6 to Form 10-Q (file no. 001-14901) for the quarter ended March 31, 2018, filed on May 3, 2018.
|
|
|
Change in Control Severance Agreement, dated October 28, 2019, by and between the Company and Chad A. Griffith, incorporated by reference to Exhibit 10.1 to Form 10-Q (file no. 001-14901) for the quarter ended September 30, 2019, filed on October 29, 2019.
|
|
Change in Control Severance Agreement, dated October 28, 2019, by and between the Company and Olayemi Akinkugbe, incorporated by reference to Exhibit 10.2 to Form 10-Q (file no. 001-14901) for the quarter ended September 30, 2019, filed on October 29, 2019.
|
|
|
Form of Indemnification Agreement for Directors and Executive Officers of the Company, incorporated by reference to Exhibit 10.6 to Form 10-Q (file no. 001-14901) for the quarter ended June 30, 2009, filed on August 3, 2009.
|
|
|
Form of Indemnification Agreement for Directors and Executive Officers of CNX Gas Corporation, incorporated by reference to Exhibit 10.7 to Form 10-Q (file no. 001-14901) for the quarter ended June 30, 2009, filed on August 3, 2009.
|
|
|
CNX Resources Corporation Equity Incentive Plan, as amended and restated effective January 26, 2018, incorporated by reference to Exhibit 10.48 to Form 10-K (file no. 001-14901) for the year ended December 31, 2017, filed on February 7, 2018.
|
|
|
Amended and Restated CNX Resources Corporation Executive Annual Incentive Plan, incorporated by reference to Exhibit 10.49 to Form 10-K (file no. 001-14901) for the year ended December 31, 2017, filed on February 7, 2018.
|
|
|
Form of Non-Qualified Stock Option Award Agreement for Employees (February 17, 2009 and through 2012), incorporated by reference to Exhibit 10.28 to Form S-4 (file no. 333-157894) filed on June 26, 2009.
|
|
|
Form of Non-Qualified Performance Stock Option Agreement for Employees, incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-14901) filed on June 21, 2010.
|
|
|
Form of Employee Nonqualified Stock Option Agreement (May 26, 2016), incorporated by reference to Exhibit 10.4 to Form 10-Q (file no. 001-14901) for the quarter ended June 30, 2016, filed on July 29, 2016.
|
|
|
Form of Non-Qualified Stock Option Agreement for Directors, incorporated by reference to Exhibit 10.4 to Form 10-Q (file no. 001-14901) for the quarter ended June 30, 2019, filed on July 30, 2019.
|
|
|
Form of Non-Qualified Stock Option Agreement for Employees (for 2020 awards), filed herewith.
|
|
|
Form of Restricted Stock Unit Award Agreement for Directors, incorporated by reference to Exhibit 10.5 to Form 10-Q (file no. 001-14901) for the quarter ended June 30, 2019, filed on July 30, 2019.
|
|
|
Form of Restricted Stock Unit Award Agreement for CEO (for 2019 awards), incorporated by reference to Exhibit 10.37 to Form 10-K (file no. 001-14901) for the year ended December 31, 2018, filed on February 7, 2019.
|
|
|
Form of Restricted Stock Unit Award Agreement for VP and Above (for 2019 awards), incorporated by reference to Exhibit 10.38 to Form 10-K (file no. 001-14901) for the year ended December 31, 2018, filed on February 7, 2019.
|
|
|
Form of Restricted Stock Unit Award Agreement for Non-VP and Below (for 2019 awards), incorporated by reference to Exhibit 10.39 to Form 10-K (file no. 001-14901) for the year ended December 31, 2018, filed on February 7, 2019
|
|
|
Form of Restricted Stock Unit Award Agreement for Employees (for 2020 awards), filed herewith.
|
|
|
Form of Performance Share Unit Award Agreement (for 2016 awards), incorporated by reference to Exhibit 10.79 to Form 10-K (file no. 001-14901) for the year ended December 31, 2015, filed on February 5, 2016.
|
|
|
Form of Performance Share Unit Award Agreement (for 2017 awards), incorporated by reference to Exhibit 10.80 to Form 10-K (file no. 001-14901) for the year ended December 31, 2016, filed on February 8, 2017.
|
|
|
Form of Performance Share Unit Award Agreement (for 2018 awards), incorporated by reference to Exhibit 10.63 to Form 10-K (file no. 001-14901) for the year ended December 31, 2017, filed on February 7, 2018.
|
|
|
Form of Performance Share Unit Award Agreement for CEO (for 2019 awards), incorporated by reference to Exhibit 10.44 to Form 10-K (file no. 001-14901) for the year ended December 31, 2018, filed on February 7, 2019
|
|
|
Form of Performance Share Unit Agreement for VP and Above (for 2019 awards), incorporated by reference to Exhibit 10.45 to Form 10-K (file no. 001-14901) for the year ended December 31, 2018, filed on February 7, 2019
|
|
|
Form of Performance Share Unit Agreement for Non-VP and Below (for 2019 awards), incorporated by reference to Exhibit 10.46 to Form 10-K (file no. 001-14901) for the year ended December 31, 2018, filed on February 7, 2019
|
|
|
Form of Performance Share Unit Award Agreement (for 2020 awards), filed herewith.
|
|
|
Directors' Deferred Fee Plan (2004 Plan) (Amended and Restated on December 4, 2007), incorporated by reference to Exhibit 10.3 to Form 10-Q (file no. 001-14901) for the quarter ended March 31, 2008, filed on April 30, 2008.
|
|
|
Hypothetical Investment Election Form Relating to Directors' Deferred Fee Plan (2004 Plan), incorporated by reference to Exhibit 10.50 to Form 10-K (file no. 001-14901) for the year ended December 31, 2007, filed on February 19, 2008.
|
|
|
Form of Director Deferred Stock Unit Grant Agreement, incorporated by reference to Exhibit 10.95 to Form 8-K (file no. 001-14901) filed on May 8, 2006.
|
|
Form of Director Deferred Stock Unit Grant Agreement, incorporated by reference to Exhibit 10.3 to Form 10-Q (file no. 001-14901) for the quarter ended March 31, 2018, filed on May 3, 2018.
|
|
|
Form of Director Deferred Stock Unit Grant Agreement, updated May 2019, incorporated by reference to Exhibit 10.3 to Form 10-Q (file no. 001-14901) for the quarter ended June 30, 2019, filed on July 30, 2019.
|
|
|
Trust Agreement (Amended and Restated on March 20, 2008) (Directors' Deferred Fee Plan (2004 Plan)), incorporated by reference to Exhibit 10.4 to Form 10-Q (file no. 001-14901) for the quarter ended March 31, 2008, filed on April 30, 2008.
|
|
|
Amended and Restated Retirement Restoration Plan of CNX Resources Corporation, as amended and restated effective December 2, 2008, as amended and restated effective November 28, 2017, incorporated by reference to Exhibit 10.71 to Form 10-K (file no. 001-14901) for the year ended December 31, 2017, filed on February 7, 2018.
|
|
|
Amended and Restated Supplemental Retirement Plan of CNX Resources Corporation effective January 1, 2007, as amended and restated effective November 28, 2017, incorporated by reference to Exhibit 10.72 to Form 10-K (file no. 001-14901) for the year ended December 31, 2017, filed on February 7, 2018.
|
|
|
Amendment, effective May 30, 2019, to the Amended and Restated Supplemental Retirement Plan of CNX Resources Corporation, as amended and restated effective November 28, 2017, incorporated by reference to Exhibit 10.2 to Form 10-Q (file no. 001-14901) for the quarter ended June 30, 2019, filed on July 30, 2019.
|
|
|
Amendment, effective September 24, 2019, to the Amended and Restated Supplemental Retirement Plan of CNX Resources Corporation as amended and restated effective November 28, 2017, filed herewith.
|
|
|
CNX Resources Corporation Defined Contribution Restoration Plan, effective January 1, 2012, as amended and restated effective November 28, 2017, incorporated by reference to Exhibit 10.73 to Form 10-K (file no. 001-14901) for the year ended December 31, 2017, filed on February 7, 2018.
|
|
|
Amendment, dated as of July 1, 2018, to the CNX Resources Corporation Defined Contribution Restoration Plan, effective January 1, 2012, as amended and restated effective November 28, 2017, incorporated by reference to Exhibit 10.1 to Form 10-Q (file no. 001-14901) for the quarter ended June 30, 2018, filed on August 2, 2018.
|
|
|
Executive Compensation Clawback Policy of the Company, dated as of January 28, 2014, incorporated by reference to Exhibit 10.11 to Form 10-Q (file no. 001-14901) for the quarter ended March 31, 2014, filed on May 6, 2014.
|
|
|
Purchase and Sale Agreement, dated as of February 7, 2018, by and among CNX Midstream Partners LP, CNX Midstream DevCo I LP, CNX Midstream DevCo III LP, CNX Gathering LLC, and, for certain purposes, CNX Midstream DevCo I GP LLC, CNX Midstream DevCo III GP LLC and CNX Midstream Operating Company LLC, incorporated by reference to Exhibit 10.75 to Form 10-K (file no. 001-14901) for the year ended December 31, 2017, filed on February 7, 2018.
|
|
|
Letter Agreement, dated as of September 24, 2019, by and between the Company and Timothy Dugan, filed herewith.
|
|
|
Subsidiaries of CNX Resources Corporation.
|
|
|
Consent of Ernst & Young LLP
|
|
|
Consent of Netherland Sewell & Associates, Inc.
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
Engineers' Audit Letter
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document.
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104
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Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).
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CNX RESOURCES CORPORATION
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By:
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/s/ NICHOLAS J. DEIULIIS
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Nicholas J. DeIuliis
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Director, Chief Executive Officer and President
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(Duly Authorized Officer and Principal Executive Officer)
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Signature
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Title
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/s/ NICHOLAS J. DEIULIIS
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Director, Chief Executive Officer and President
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Nicholas J. DeIuliis
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(Duly Authorized Officer and Principal Executive Officer)
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/s/ DONALD W. RUSH
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Chief Financial Officer and Executive Vice President
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Donald W. Rush
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(Duly Authorized Officer and Principal Financial Officer)
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/s/ JASON L. MUMFORD
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Chief Accounting Officer and Vice President
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Jason L. Mumford
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(Duly Authorized Officer and Principal Accounting Officer)
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/s/ WILLIAM N. THORNDIKE JR.
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Director and Chairman of the Board
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William N. Thorndike Jr.
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/s/ J. PALMER CLARKSON
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Director
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J. Palmer Clarkson
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/s/ WILLIAM E. DAVIS
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Director
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William E. Davis
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/s/ MAUREEN E. LALLY-GREEN
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Director
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Maureen E. Lally-Green
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/s/ BERNARD LANIGAN JR.
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Director
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Bernard Lanigan Jr.
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/s/ IAN MCGUIRE
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Director
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Ian McGuire
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Additions
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Deductions
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Balance at
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Release of
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Balance at
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Beginning
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Charged to
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Valuation
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Charged to
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End
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of Period
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Expense
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Allowance
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Expense
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of Period
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Year Ended December 31, 2019
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State Operating Loss Carry-Forwards
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$
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47,964
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$
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33,238
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$
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—
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$
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—
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$
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81,202
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Charitable Contributions
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3,297
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—
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(2,639
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)
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—
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658
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Foreign Tax Credits
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43,194
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—
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—
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—
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43,194
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Total
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$
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94,455
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$
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33,238
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$
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(2,639
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)
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$
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—
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$
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125,054
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Year Ended December 31, 2018
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State Operating Loss Carry-Forwards
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$
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61,560
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$
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—
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$
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(13,596
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)
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$
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—
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$
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47,964
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Deferred Deductible Temporary Differences
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9,088
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—
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(9,088
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)
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—
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—
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Charitable Contributions
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3,156
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141
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—
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—
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3,297
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162(m) Officers Compensation
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5,957
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—
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(5,957
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)
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—
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—
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AMT Credit
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12,413
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1,983
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(14,396
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)
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—
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—
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Foreign Tax Credits
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44,402
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—
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(1,208
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)
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—
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43,194
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Total
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$
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136,576
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$
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2,124
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$
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(44,245
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)
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$
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—
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$
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94,455
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Year Ended December 31, 2017
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State Operating Loss Carry-Forwards
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$
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60,488
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$
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—
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$
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1,072
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$
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—
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$
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61,560
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Deferred Deductible Temporary Differences
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10,590
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—
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(1,502
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)
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—
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9,088
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Charitable Contributions
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5,052
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—
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(1,896
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)
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—
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3,156
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162(m) Officers Compensation
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—
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—
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5,957
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5,957
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AMT Credit
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166,798
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—
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(154,385
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)
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—
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12,413
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Foreign Tax Credits
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39,850
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4,552
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—
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—
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44,402
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Total
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$
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282,778
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$
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4,552
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$
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(150,754
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)
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$
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—
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$
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136,576
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1.
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Ongoing Wages: Your wages based on your current salary for your employment up to the Termination Date will be paid to you in accordance with the normal payroll practices of the Company.
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2.
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Benefits: You shall be entitled to participate in all employee benefit plans made available by the Company to its employees upon the terms and subject to the conditions set forth in the applicable plan or arrangement up to the Termination Date.
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3.
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Expenses: The Company shall reimburse you for all reasonable expense incurred by you in the course of performing your duties up to the Termination Date, subject to the Company’s requirements with respect to reporting and documentation of expenses.
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1.
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Final Wages: Your wages for your work through your Termination Date already have been paid to you or will be paid to you on the next payroll date when those wages would otherwise be due.
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2.
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Accrued and Unused Vacation: The Company already has or will pay you for unused vacation time for 2019 as of the Termination Date (less applicable withholdings and deductions) on the next payroll date.
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1.
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Severance Payment: The Company will pay you a lump sum payment of $100,000 (less applicable withholdings and deductions) on the first regular payroll date following the Termination Date and your execution and return of the referenced Release No. 2 and your non-revocation of such Release No. 2 during the seven-day Revocation Period described below.
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2.
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Unemployment: The Company will not object to any application that you might make for unemployment benefits. Your eligibility for such benefits will be determined solely by the state where such an application for unemployment is filed.
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3.
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Non-Compete: Notwithstanding anything to the contrary contained herein or in any other Company document or otherwise, you will not be precluded from working for a competitor of the Company and its affiliates and subsidiaries.
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Buchanan Generation, LLC (a Virginia limited liability company)
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Cardinal States Gathering Company (a Virginia limited liability company)
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CSG Holdings I LLC (a Delaware limited liability company)
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CSG Holdings II LLC (a Delaware limited liability company)
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CSG Holdings III LLC (a Delaware limited liability company)
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CNX Gas Company LLC (a Virginia limited liability company)
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CNX Gas LLC (a Delaware limited liability company)
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CNX Land LLC (a Delaware limited liability company)
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CNX Resource Holdings LLC (a Delaware limited liability company)
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CNX Water Assets LLC (formerly CONSOL of WV LLC) (d/b/a CONVEY Water Systems) (a West Virginia limited liability Company)
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Mon-View, LLC (a West Virginia limited liability company)
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Pocahontas Gas LLC (a Delaware limited liability company)
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CNX MIDSTREAM RELATED SUBSIDIARIES
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CNX Gathering LLC (a Delaware limited liability company)
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CNX Midstream GP LLC (a Delaware limited liability company)
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CNX Midstream Partners LP (a Delaware limited partnership)
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CNX Midstream Finance Corp. (a Delaware corporation )
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CNX Midstream Operating Company LLC (a Delaware limited liability company)
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CNX Midstream DevCo I GP LLC (a Delaware limited liability company)
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CNX Midstream DevCo I LP (a Delaware limited partnership )
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CNX Midstream DevCo III GP LLC (a Delaware limited liability company)
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CNX Midstream DevCo III LP (a Delaware limited partnership )
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CNX Midstream SP Holdings LLC (a Delaware limited liability company)
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NETHERLAND, SEWELL & ASSOCIATES, INC.
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/s/ DANNY D. SIMMONS
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By:
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Danny D. Simmons, P.E.
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President and Chief Operating Officer
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1.
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I have reviewed this Annual Report on Form 10-K of CNX Resources Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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February 10, 2020
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/s/ Nicholas J. DeIuliis
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Nicholas J. DeIuliis
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Director, Chief Executive Officer and President
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(Principal Executive Officer)
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1.
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I have reviewed this Annual Report on Form 10-K of CNX Resources Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information;
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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February 10, 2020
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/s/ Donald W. Rush
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Donald W. Rush
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Chief Financial Officer and Executive Vice President
(Principal Financial Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
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Date:
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February 10, 2020
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/s/ Nicholas J. DeIuliis
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Nicholas J. DeIuliis
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Director, Chief Executive Officer and President
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(Principal Executive Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
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Date:
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February 10, 2020
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/s/ Donald W. Rush
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Donald W. Rush
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Chief Financial Officer and Executive Vice President
(Principal Financial Officer)
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Net Reserves
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Future Net Revenue (M$)
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Oil
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NGL
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Gas
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Present Worth
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Category
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(MBBL)
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(MBBL)
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(MMCF)
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Total
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at 10%
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Proved Developed Producing
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1,087.4
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59,799.9
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4,469,450.2
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5,806,365.7
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2,539,070.5
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Proved Developed Non-Producing
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0.0
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0.0
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4,082.7
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6,145.2
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2,663.9
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Proved Undeveloped
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4,278.3
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16,044.3
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3,464,873.5
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4,652,885.0
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1,634,667.4
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Total Proved
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5,365.8
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75,844.3
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7,938,406.4
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10,465,394.7
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4,176,401.4
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Sincerely,
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NETHERLAND, SEWELL & ASSOCIATES, INC.
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Texas Registered Engineering Firm F-2699
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/s/ C.H. (Scott) Rees III
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By:
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C.H. (Scott) Rees III, P.E.
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Chairman and Chief Executive Officer
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/s/ Steven W. Jansen
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By:
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Steven W. Jansen, P.E. 112973
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Vice President
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Date Signed: January 31, 2020
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/s/ Edward C. Roy III
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By:
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Edward C. Roy III, P.G. 2364
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Vice President
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Date Signed: January 31, 2020
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SWJ:STH
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