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☒
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QUARTERLY 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
|
|
82-1954058
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
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Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
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Common Stock, $0.01 par value
|
CEIX
|
New York Stock Exchange
|
|
|
|
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Part I. Financial Information
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Page
|
|
|
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Item 1.
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Financial Statements
|
|
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Consolidated Statements of Income for the three months ended March 31, 2020 and 2019
|
|
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Consolidated Statements of Comprehensive Income for the three months ended March 31, 2020 and 2019
|
|
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Consolidated Balance Sheets at March 31, 2020 and December 31, 2019
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Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2020 and 2019
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|
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Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019
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|
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Notes to Consolidated Financial Statements
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Item 2.
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||
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Item 3.
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Item 4.
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||
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Part II. Other Information
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Item 1.
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||
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Item 1A.
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||
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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|
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Item 4.
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||
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Item 6.
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||
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•
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“CONSOL Energy,” “we,” “our,” “us,” “our Company” and “the Company” refer to CONSOL Energy Inc. and its subsidiaries;
|
•
|
“Btu” means one British Thermal unit;
|
•
|
“Coal Business” refers to all of our interest in the Pennsylvania Mining Complex (PAMC) and certain related coal assets, including: (i) a 25% undivided interest in the PAMC; (ii) the CONSOL Marine Terminal; (iii) development of the Itmann Mine; and (iv) undeveloped coal reserves (Greenfield Reserves) located in the Northern Appalachian, Central Appalachian and Illinois basins and certain related coal assets and liabilities;
|
•
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“CONSOL Marine Terminal” refers to the terminal operations located at the Port of Baltimore;
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•
|
“distribution” refers to the pro rata distribution of the Company's issued and outstanding shares of common stock to its former parent's stockholders on November 29, 2017;
|
•
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“former parent” refers to CNX Resources Corporation and its consolidated subsidiaries;
|
•
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“General Partner” refers to CONSOL Coal Resources GP LLC, a Delaware limited liability company;
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•
|
“Greenfield Reserves” means those undeveloped reserves owned by the Company in the Northern Appalachian, Central Appalachian and Illinois basins that are not associated with the Pennsylvania Mining Complex;
|
•
|
“mmBtu” means one million British Thermal units;
|
•
|
“Partnership” or “CCR” refers to a Delaware limited partnership that holds a 25% undivided interest in, and is the sole operator of, the Pennsylvania Mining Complex;
|
•
|
“Pennsylvania Mining Complex” or “PAMC” refers to the Bailey, Enlow Fork and Harvey coal mines, coal reserves and related assets and operations, located primarily in southwestern Pennsylvania and owned 75% by the Company and 25% by the Partnership; and
|
•
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“separation” refers to the separation of the Coal Business from our former parent’s other businesses on November 28, 2017, and the creation, as a result of the distribution, of an independent, publicly-traded company (the Company) to hold the assets and liabilities associated with the Coal Business after the distribution.
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|
Three Months Ended
March 31, |
||||||
Revenue and Other Income:
|
2020
|
|
2019
|
||||
Coal Revenue
|
$
|
255,452
|
|
|
$
|
332,502
|
|
Terminal Revenue
|
16,501
|
|
|
17,818
|
|
||
Freight Revenue
|
3,147
|
|
|
6,662
|
|
||
Miscellaneous Other Income
|
16,170
|
|
|
13,292
|
|
||
(Loss) Gain on Sale of Assets
|
(14
|
)
|
|
339
|
|
||
Total Revenue and Other Income
|
291,256
|
|
|
370,613
|
|
||
Costs and Expenses:
|
|
|
|
||||
Operating and Other Costs
|
212,275
|
|
|
230,112
|
|
||
Depreciation, Depletion and Amortization
|
54,943
|
|
|
50,724
|
|
||
Freight Expense
|
3,147
|
|
|
6,662
|
|
||
Selling, General and Administrative Costs
|
17,670
|
|
|
21,923
|
|
||
(Gain) Loss on Debt Extinguishment
|
(16,833
|
)
|
|
23,143
|
|
||
Interest Expense, net
|
15,671
|
|
|
18,596
|
|
||
Total Costs and Expenses
|
286,873
|
|
|
351,160
|
|
||
Earnings Before Income Tax
|
4,383
|
|
|
19,453
|
|
||
Income Tax Expense (Benefit)
|
1,908
|
|
|
(850
|
)
|
||
Net Income
|
2,475
|
|
|
20,303
|
|
||
Less: Net Income Attributable to Noncontrolling Interest
|
108
|
|
|
5,868
|
|
||
Net Income Attributable to CONSOL Energy Inc. Shareholders
|
$
|
2,367
|
|
|
$
|
14,435
|
|
|
|
|
|
||||
Earnings per Share:
|
|
|
|
||||
Total Basic Earnings per Share
|
$
|
0.09
|
|
|
$
|
0.52
|
|
Total Dilutive Earnings per Share
|
$
|
0.09
|
|
|
$
|
0.52
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net Income
|
$
|
2,475
|
|
|
$
|
20,303
|
|
|
|
|
|
||||
Other Comprehensive Income:
|
|
|
|
||||
Actuarially Determined Long-Term Liability Adjustments (Net of tax: ($1,214), ($781))
|
3,624
|
|
|
2,460
|
|
||
Unrecognized Loss on Derivatives:
|
|
|
|
||||
Unrealized Loss on Cash Flow Hedges (Net of tax: $933, $0)
|
(2,773
|
)
|
|
—
|
|
||
Other Comprehensive Income
|
851
|
|
|
2,460
|
|
||
|
|
|
|
||||
Comprehensive Income
|
$
|
3,326
|
|
|
$
|
22,763
|
|
|
|
|
|
||||
Less: Comprehensive Income Attributable to Noncontrolling Interest
|
123
|
|
|
5,867
|
|
||
|
|
|
|
||||
Comprehensive Income Attributable to CONSOL Energy Inc. Shareholders
|
$
|
3,203
|
|
|
$
|
16,896
|
|
|
(Unaudited)
|
|
|
||||
|
March 31,
2020 |
|
December 31,
2019 |
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and Cash Equivalents
|
$
|
78,166
|
|
|
$
|
80,293
|
|
Restricted Cash
|
661
|
|
|
—
|
|
||
Accounts and Notes Receivable
|
|
|
|
||||
Trade Receivables, net of Allowance
|
113,098
|
|
|
131,688
|
|
||
Other Receivables, net of Allowance
|
33,878
|
|
|
40,984
|
|
||
Inventories
|
58,638
|
|
|
54,131
|
|
||
Prepaid Expenses and Other Assets
|
26,302
|
|
|
30,933
|
|
||
Total Current Assets
|
310,743
|
|
|
338,029
|
|
||
Property, Plant and Equipment:
|
|
|
|
||||
Property, Plant and Equipment
|
5,053,698
|
|
|
5,008,180
|
|
||
Less—Accumulated Depreciation, Depletion and Amortization
|
2,965,903
|
|
|
2,916,015
|
|
||
Total Property, Plant and Equipment—Net
|
2,087,795
|
|
|
2,092,165
|
|
||
Other Assets:
|
|
|
|
||||
Deferred Income Taxes
|
102,425
|
|
|
103,505
|
|
||
Right of Use Asset - Operating Leases
|
67,787
|
|
|
72,632
|
|
||
Other, net of Allowance
|
84,718
|
|
|
87,471
|
|
||
Total Other Assets
|
254,930
|
|
|
263,608
|
|
||
TOTAL ASSETS
|
$
|
2,653,468
|
|
|
$
|
2,693,802
|
|
|
(Unaudited)
|
|
|
||||
|
March 31,
2020 |
|
December 31,
2019 |
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts Payable
|
$
|
89,556
|
|
|
$
|
106,223
|
|
Current Portion of Long-Term Debt
|
67,441
|
|
|
50,272
|
|
||
Other Accrued Liabilities
|
237,261
|
|
|
235,769
|
|
||
Total Current Liabilities
|
394,258
|
|
|
392,264
|
|
||
Long-Term Debt:
|
|
|
|
||||
Long-Term Debt
|
604,927
|
|
|
653,802
|
|
||
Finance Lease Obligations
|
21,942
|
|
|
9,036
|
|
||
Total Long-Term Debt
|
626,869
|
|
|
662,838
|
|
||
Deferred Credits and Other Liabilities:
|
|
|
|
||||
Postretirement Benefits Other Than Pensions
|
429,085
|
|
|
432,496
|
|
||
Pneumoconiosis Benefits
|
201,718
|
|
|
202,142
|
|
||
Asset Retirement Obligations
|
254,805
|
|
|
250,211
|
|
||
Workers’ Compensation
|
60,961
|
|
|
61,194
|
|
||
Salary Retirement
|
44,439
|
|
|
49,930
|
|
||
Operating Lease Liability
|
52,975
|
|
|
55,413
|
|
||
Other
|
17,268
|
|
|
14,919
|
|
||
Total Deferred Credits and Other Liabilities
|
1,061,251
|
|
|
1,066,305
|
|
||
TOTAL LIABILITIES
|
2,082,378
|
|
|
2,121,407
|
|
||
|
|
|
|
||||
Stockholders' Equity:
|
|
|
|
||||
Common Stock, $0.01 Par Value; 62,500,000 Shares Authorized, 26,029,202 Issued and Outstanding at March 31, 2020; 25,932,618 Issued and Outstanding at December 31, 2019
|
260
|
|
|
259
|
|
||
Capital in Excess of Par Value
|
528,062
|
|
|
523,762
|
|
||
Retained Earnings
|
258,972
|
|
|
259,903
|
|
||
Accumulated Other Comprehensive Loss
|
(347,889
|
)
|
|
(348,725
|
)
|
||
Total CONSOL Energy Inc. Stockholders' Equity
|
439,405
|
|
|
435,199
|
|
||
Noncontrolling Interest
|
131,685
|
|
|
137,196
|
|
||
TOTAL EQUITY
|
571,090
|
|
|
572,395
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
2,653,468
|
|
|
$
|
2,693,802
|
|
|
|
Common Stock
|
|
Capital in Excess of Par Value
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total CONSOL Energy Inc. Stockholders' Equity
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||
December 31, 2019
|
|
$
|
259
|
|
|
$
|
523,762
|
|
|
$
|
259,903
|
|
|
$
|
(348,725
|
)
|
|
$
|
435,199
|
|
|
$
|
137,196
|
|
|
$
|
572,395
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income
|
|
—
|
|
|
—
|
|
|
2,367
|
|
|
—
|
|
|
2,367
|
|
|
108
|
|
|
2,475
|
|
|||||||
Actuarially Determined Long-Term Liability Adjustments (Net of $1,214 Tax)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,609
|
|
|
3,609
|
|
|
15
|
|
|
3,624
|
|
|||||||
Interest Rate Hedge (Net of ($933) Tax)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,773
|
)
|
|
(2,773
|
)
|
|
—
|
|
|
(2,773
|
)
|
|||||||
Comprehensive Income
|
|
—
|
|
|
—
|
|
|
2,367
|
|
|
836
|
|
|
3,203
|
|
|
123
|
|
|
3,326
|
|
|||||||
Adoption of ASU 2016-13 (Net of ($1,109) Tax)
|
|
—
|
|
|
—
|
|
|
(3,298
|
)
|
|
—
|
|
|
(3,298
|
)
|
|
—
|
|
|
(3,298
|
)
|
|||||||
Issuance of Common Stock
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Amortization of Stock-Based Compensation Awards
|
|
—
|
|
|
4,856
|
|
|
—
|
|
|
—
|
|
|
4,856
|
|
|
158
|
|
|
5,014
|
|
|||||||
Shares/Units Withheld for Taxes
|
|
—
|
|
|
(555
|
)
|
|
—
|
|
|
—
|
|
|
(555
|
)
|
|
(217
|
)
|
|
(772
|
)
|
|||||||
Distributions to Noncontrolling Interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,575
|
)
|
|
(5,575
|
)
|
|||||||
March 31, 2020
|
|
$
|
260
|
|
|
$
|
528,062
|
|
|
$
|
258,972
|
|
|
$
|
(347,889
|
)
|
|
$
|
439,405
|
|
|
$
|
131,685
|
|
|
$
|
571,090
|
|
|
|
Common Stock
|
|
Capital in Excess of Par Value
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total CONSOL Energy Inc. Stockholders' Equity
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||
December 31, 2018
|
|
$
|
274
|
|
|
$
|
550,995
|
|
|
$
|
182,148
|
|
|
$
|
(323,482
|
)
|
|
$
|
409,935
|
|
|
$
|
141,676
|
|
|
$
|
551,611
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net Income
|
|
—
|
|
|
—
|
|
|
14,435
|
|
|
—
|
|
|
14,435
|
|
|
5,868
|
|
|
20,303
|
|
|||||||
Actuarially Determined Long-Term Liability Adjustments (Net of $781 Tax)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,461
|
|
|
2,461
|
|
|
(1
|
)
|
|
2,460
|
|
|||||||
Comprehensive Income
|
|
—
|
|
|
—
|
|
|
14,435
|
|
|
2,461
|
|
|
16,896
|
|
|
5,867
|
|
|
22,763
|
|
|||||||
Issuance of Common Stock
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Amortization of Stock-Based Compensation Awards
|
|
—
|
|
|
7,053
|
|
|
—
|
|
|
—
|
|
|
7,053
|
|
|
397
|
|
|
7,450
|
|
|||||||
Shares/Units Withheld for Taxes
|
|
—
|
|
|
(3,863
|
)
|
|
—
|
|
|
—
|
|
|
(3,863
|
)
|
|
(880
|
)
|
|
(4,743
|
)
|
|||||||
Distributions to Noncontrolling Interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,559
|
)
|
|
(5,559
|
)
|
|||||||
March 31, 2019
|
|
$
|
276
|
|
|
$
|
554,183
|
|
|
$
|
196,583
|
|
|
$
|
(321,021
|
)
|
|
$
|
430,021
|
|
|
$
|
141,501
|
|
|
$
|
571,522
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net Income
|
$
|
2,475
|
|
|
$
|
20,303
|
|
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
|
|
|
|
||||
Depreciation, Depletion and Amortization
|
54,943
|
|
|
50,724
|
|
||
Loss (Gain) on Sale of Assets
|
14
|
|
|
(339
|
)
|
||
Stock/Unit-Based Compensation
|
5,014
|
|
|
7,450
|
|
||
Amortization of Debt Issuance Costs
|
1,444
|
|
|
1,976
|
|
||
(Gain) Loss on Debt Extinguishment
|
(16,833
|
)
|
|
23,143
|
|
||
Deferred Income Taxes
|
1,908
|
|
|
(850
|
)
|
||
Equity in Earnings of Affiliates
|
315
|
|
|
—
|
|
||
Changes in Operating Assets:
|
|
|
|
||||
Accounts and Notes Receivable
|
23,064
|
|
|
(16,850
|
)
|
||
Inventories
|
(4,507
|
)
|
|
(6,242
|
)
|
||
Prepaid Expenses and Other Assets
|
4,845
|
|
|
2,761
|
|
||
Changes in Other Assets
|
191
|
|
|
10,080
|
|
||
Changes in Operating Liabilities:
|
|
|
|
||||
Accounts Payable
|
(15,726
|
)
|
|
(10,695
|
)
|
||
Other Operating Liabilities
|
3,899
|
|
|
12,419
|
|
||
Changes in Other Liabilities
|
(9,646
|
)
|
|
(11,709
|
)
|
||
Net Cash Provided by Operating Activities
|
51,400
|
|
|
82,171
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Capital Expenditures
|
(27,178
|
)
|
|
(34,171
|
)
|
||
Proceeds from Sales of Assets
|
—
|
|
|
311
|
|
||
Net Cash Used in Investing Activities
|
(27,178
|
)
|
|
(33,860
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Proceeds from Finance Lease Obligations
|
16,293
|
|
|
—
|
|
||
Payments on Finance Lease Obligations
|
(4,899
|
)
|
|
(4,537
|
)
|
||
Proceeds from Term Loan A
|
—
|
|
|
26,250
|
|
||
Payments on Term Loan A
|
(3,750
|
)
|
|
—
|
|
||
Payments on Term Loan B
|
(688
|
)
|
|
(122,375
|
)
|
||
Payments on Second Lien Notes
|
(25,480
|
)
|
|
(7,000
|
)
|
||
Payments on Asset-Backed Financing
|
(174
|
)
|
|
—
|
|
||
Distributions to Noncontrolling Interest
|
(5,575
|
)
|
|
(5,559
|
)
|
||
Shares/Units Withheld for Taxes
|
(772
|
)
|
|
(4,743
|
)
|
||
Debt-Related Financing Fees
|
(643
|
)
|
|
(18,514
|
)
|
||
Net Cash Used in Financing Activities
|
(25,688
|
)
|
|
(136,478
|
)
|
||
Net Decrease in Cash and Cash Equivalents and Restricted Cash
|
(1,466
|
)
|
|
(88,167
|
)
|
||
Cash and Cash Equivalents and Restricted Cash at Beginning of Period
|
80,293
|
|
|
264,935
|
|
||
Cash and Cash Equivalents and Restricted Cash at End of Period
|
$
|
78,827
|
|
|
$
|
176,768
|
|
|
|
|
|
||||
Non-Cash Investing and Financing Activities:
|
|
|
|
||||
Finance Lease
|
$
|
7,023
|
|
|
$
|
—
|
|
Longwall Shield Rebuild
|
$
|
9,129
|
|
|
$
|
—
|
|
|
For the Three Months Ended
|
||||
|
March 31,
|
||||
|
2020
|
|
2019
|
||
Anti-Dilutive Restricted Stock Units
|
141,279
|
|
|
—
|
|
Anti-Dilutive Performance Share Units
|
—
|
|
|
8,086
|
|
|
141,279
|
|
|
8,086
|
|
|
For the Three Months Ended
|
||||||
Dollars in thousands, except per share data
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Numerator:
|
|
|
|
||||
Net Income
|
$
|
2,475
|
|
|
$
|
20,303
|
|
Less: Net Income Attributable to Noncontrolling Interest
|
108
|
|
|
5,868
|
|
||
Net Income Attributable to CONSOL Energy Inc. Shareholders
|
$
|
2,367
|
|
|
$
|
14,435
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Weighted-average shares of common stock outstanding
|
25,987,155
|
|
|
27,530,859
|
|
||
Effect of dilutive shares
|
265,056
|
|
|
308,534
|
|
||
Weighted-average diluted shares of common stock outstanding
|
26,252,211
|
|
|
27,839,393
|
|
||
|
|
|
|
||||
Earnings per Share:
|
|
|
|
||||
Basic
|
$
|
0.09
|
|
|
$
|
0.52
|
|
Dilutive
|
$
|
0.09
|
|
|
$
|
0.52
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31, 2020
|
|
March 31, 2019
|
||||
Coal Revenue
|
|
$
|
255,452
|
|
|
$
|
332,502
|
|
Terminal Revenue
|
|
16,501
|
|
|
17,818
|
|
||
Freight Revenue
|
|
3,147
|
|
|
6,662
|
|
||
Total Revenue from Contracts with Customers
|
|
$
|
275,100
|
|
|
$
|
356,982
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Contract Buyout
|
$
|
10,825
|
|
|
$
|
1,048
|
|
Royalty Income - Non-Operated Coal
|
4,504
|
|
|
6,210
|
|
||
Rental Income
|
497
|
|
|
617
|
|
||
Interest Income
|
244
|
|
|
887
|
|
||
Property Easements and Option Income
|
63
|
|
|
979
|
|
||
Purchased Coal Sales
|
—
|
|
|
3,186
|
|
||
Other
|
37
|
|
|
365
|
|
||
Miscellaneous Other Income
|
$
|
16,170
|
|
|
$
|
13,292
|
|
|
Pension Benefits
|
|
Other Post-Employment Benefits
|
||||||||||||
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Service Cost
|
$
|
296
|
|
|
$
|
987
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest Cost
|
5,044
|
|
|
6,275
|
|
|
3,199
|
|
|
4,580
|
|
||||
Expected Return on Plan Assets
|
(10,455
|
)
|
|
(10,114
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of Prior Service Credits
|
—
|
|
|
(92
|
)
|
|
(601
|
)
|
|
(601
|
)
|
||||
Amortization of Actuarial Loss
|
1,730
|
|
|
1,490
|
|
|
2,319
|
|
|
2,315
|
|
||||
Net Periodic Benefit (Credit) Cost
|
$
|
(3,385
|
)
|
|
$
|
(1,454
|
)
|
|
$
|
4,917
|
|
|
$
|
6,294
|
|
|
CWP
|
|
Workers' Compensation
|
||||||||||||
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Service Cost
|
$
|
1,151
|
|
|
$
|
948
|
|
|
$
|
1,569
|
|
|
$
|
1,421
|
|
Interest Cost
|
1,551
|
|
|
1,750
|
|
|
461
|
|
|
646
|
|
||||
Amortization of Actuarial Loss (Gain)
|
1,401
|
|
|
254
|
|
|
(122
|
)
|
|
(193
|
)
|
||||
State Administrative Fees and Insurance Bond Premiums
|
—
|
|
|
—
|
|
|
621
|
|
|
587
|
|
||||
Net Periodic Benefit Cost
|
$
|
4,103
|
|
|
$
|
2,952
|
|
|
$
|
2,529
|
|
|
$
|
2,461
|
|
|
January 1, 2020
|
||||||||||
|
As Reported Under ASC 326
|
|
Pre-ASC 326 Adoption
|
|
Impact of ASC 326 Adoption
|
||||||
|
|
|
|
|
|
||||||
Trade Receivables
|
$
|
3,051
|
|
|
$
|
2,100
|
|
|
$
|
951
|
|
Other Receivables
|
3,372
|
|
|
711
|
|
|
2,661
|
|
|||
Other Assets
|
795
|
|
|
—
|
|
|
795
|
|
|||
Allowance for Credit Losses on Receivables
|
$
|
7,218
|
|
|
$
|
2,811
|
|
|
$
|
4,407
|
|
|
Trade Receivables
|
|
Other Receivables
|
|
Other Assets
|
||||||
|
|
|
|
|
|
||||||
Beginning Balance, January 1, 2020
|
$
|
2,100
|
|
|
$
|
711
|
|
|
$
|
—
|
|
Adoption of ASU 2016-13, cumulative-effect adjustment to retained earnings
|
951
|
|
|
2,661
|
|
|
795
|
|
|||
Provision for expected credit losses
|
(643
|
)
|
|
1,242
|
|
|
35
|
|
|||
Ending Balance, March 31, 2020
|
$
|
2,408
|
|
|
$
|
4,614
|
|
|
$
|
830
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Coal
|
$
|
4,621
|
|
|
$
|
2,484
|
|
Supplies
|
54,017
|
|
|
51,647
|
|
||
Total Inventories
|
$
|
58,638
|
|
|
$
|
54,131
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Plant and Equipment
|
$
|
3,066,656
|
|
|
$
|
3,028,514
|
|
Coal Properties and Surface Lands
|
873,597
|
|
|
872,909
|
|
||
Airshafts
|
443,600
|
|
|
437,003
|
|
||
Mine Development
|
342,707
|
|
|
342,706
|
|
||
Advance Mining Royalties
|
327,138
|
|
|
327,048
|
|
||
Total Property, Plant and Equipment
|
5,053,698
|
|
|
5,008,180
|
|
||
Less: Accumulated Depreciation, Depletion and Amortization
|
2,965,903
|
|
|
2,916,015
|
|
||
Total Property, Plant and Equipment, Net
|
$
|
2,087,795
|
|
|
$
|
2,092,165
|
|
|
March 31,
2020 |
|
December 31, 2019
|
||||
Subsidence Liability
|
$
|
96,022
|
|
|
$
|
90,645
|
|
Accrued Payroll and Benefits
|
15,674
|
|
|
21,102
|
|
||
Accrued Interest
|
9,280
|
|
|
6,281
|
|
||
Accrued Other Taxes
|
5,407
|
|
|
4,753
|
|
||
Litigation
|
2,685
|
|
|
2,565
|
|
||
Short-Term Incentive Compensation
|
1,456
|
|
|
3,997
|
|
||
Other
|
12,139
|
|
|
9,719
|
|
||
Current Portion of Long-Term Liabilities:
|
|
|
|
||||
Postretirement Benefits Other than Pensions
|
31,359
|
|
|
31,833
|
|
||
Asset Retirement Obligations
|
21,741
|
|
|
21,741
|
|
||
Operating Lease Liability
|
18,249
|
|
|
19,479
|
|
||
Pneumoconiosis Benefits
|
12,251
|
|
|
12,331
|
|
||
Workers' Compensation
|
10,998
|
|
|
11,323
|
|
||
Total Other Accrued Liabilities
|
$
|
237,261
|
|
|
$
|
235,769
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Debt:
|
|
|
|
||||
Term Loan B due in September 2024 (Principal of $272,250 and $272,938 less Unamortized Discount of $1,125 and $1,187, 5.49% and 6.30% Weighted Average Interest Rate, respectively)
|
$
|
271,125
|
|
|
$
|
271,751
|
|
11.00% Senior Secured Second Lien Notes due November 2025
|
178,452
|
|
|
221,628
|
|
||
MEDCO Revenue Bonds in Series due September 2025 at 5.75%
|
102,865
|
|
|
102,865
|
|
||
Term Loan A due in March 2023 (4.74% and 5.55% Weighted Average Interest Rate, respectively)
|
85,000
|
|
|
88,750
|
|
||
Other Asset-Backed Financing Arrangements
|
18,243
|
|
|
9,289
|
|
||
Advance Royalty Commitments (10.78% Weighted Average Interest Rate)
|
1,895
|
|
|
1,895
|
|
||
Less: Unamortized Debt Issuance Costs
|
8,966
|
|
|
10,323
|
|
||
|
648,614
|
|
|
685,855
|
|
||
Less: Amounts Due in One Year*
|
43,687
|
|
|
32,053
|
|
||
Long-Term Debt
|
$
|
604,927
|
|
|
$
|
653,802
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
||||||||||
Employee-Related
|
$
|
64,558
|
|
|
$
|
35,806
|
|
|
$
|
28,752
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Environmental
|
398
|
|
|
398
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
45,843
|
|
|
40,682
|
|
|
5,161
|
|
|
—
|
|
|
—
|
|
|||||
Total Letters of Credit
|
110,799
|
|
|
76,886
|
|
|
33,913
|
|
|
—
|
|
|
—
|
|
|||||
Surety Bonds:
|
|
|
|
|
|
|
|
|
|
||||||||||
Employee-Related
|
87,424
|
|
|
69,889
|
|
|
17,535
|
|
|
—
|
|
|
—
|
|
|||||
Environmental
|
527,406
|
|
|
496,365
|
|
|
31,041
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
4,125
|
|
|
3,293
|
|
|
832
|
|
|
—
|
|
|
—
|
|
|||||
Total Surety Bonds
|
618,955
|
|
|
569,547
|
|
|
49,408
|
|
|
—
|
|
|
—
|
|
|||||
Guarantees:
|
|
|
|
|
|
|
|
|
|
||||||||||
Other
|
14,654
|
|
|
7,348
|
|
|
6,576
|
|
|
398
|
|
|
332
|
|
|||||
Total Guarantees
|
14,654
|
|
|
7,348
|
|
|
6,576
|
|
|
398
|
|
|
332
|
|
|||||
Total Commitments
|
$
|
744,408
|
|
|
$
|
653,781
|
|
|
$
|
89,897
|
|
|
$
|
398
|
|
|
$
|
332
|
|
|
Fair Value Measurements at
|
|
Fair Value Measurements at
|
||||||||||||||||||||
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
Description
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Lease Guarantees
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(444
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(482
|
)
|
Derivatives (1)
|
$
|
—
|
|
|
$
|
(3,861
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(154
|
)
|
|
$
|
—
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Long-Term Debt
|
$
|
657,580
|
|
|
$
|
447,291
|
|
|
$
|
696,178
|
|
|
$
|
642,018
|
|
|
PAMC
|
|
Other
|
|
Adjustments and Eliminations
|
|
Consolidated
|
|
|
||||||||
Coal Revenue
|
$
|
255,452
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
255,452
|
|
|
(A)
|
Terminal Revenue
|
—
|
|
|
16,501
|
|
|
—
|
|
|
16,501
|
|
|
|
||||
Freight Revenue
|
3,147
|
|
|
—
|
|
|
—
|
|
|
3,147
|
|
|
|
||||
Total Revenue and Freight
|
$
|
258,599
|
|
|
$
|
16,501
|
|
|
$
|
—
|
|
|
$
|
275,100
|
|
|
|
Earnings (Loss) Before Income Tax
|
$
|
10,875
|
|
|
$
|
(6,492
|
)
|
|
$
|
—
|
|
|
$
|
4,383
|
|
|
|
Segment Assets
|
$
|
1,949,655
|
|
|
$
|
703,813
|
|
|
$
|
—
|
|
|
$
|
2,653,468
|
|
|
|
Depreciation, Depletion and Amortization
|
$
|
48,418
|
|
|
$
|
6,525
|
|
|
$
|
—
|
|
|
$
|
54,943
|
|
|
|
Capital Expenditures
|
$
|
20,692
|
|
|
$
|
6,486
|
|
|
$
|
—
|
|
|
$
|
27,178
|
|
|
|
|
PAMC
|
|
Other
|
|
Adjustments and Eliminations
|
|
Consolidated
|
|
|
||||||||
Coal Revenue
|
$
|
332,502
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
332,502
|
|
|
(A)
|
Terminal Revenue
|
—
|
|
|
17,818
|
|
|
—
|
|
|
17,818
|
|
|
|
||||
Freight Revenue
|
6,662
|
|
|
—
|
|
|
—
|
|
|
6,662
|
|
|
|
||||
Total Revenue and Freight
|
$
|
339,164
|
|
|
$
|
17,818
|
|
|
$
|
—
|
|
|
$
|
356,982
|
|
|
|
Earnings (Loss) Before Income Tax
|
$
|
64,698
|
|
|
$
|
(45,245
|
)
|
|
$
|
—
|
|
|
$
|
19,453
|
|
|
|
Segment Assets
|
$
|
1,992,549
|
|
|
$
|
774,492
|
|
|
$
|
—
|
|
|
$
|
2,767,041
|
|
|
|
Depreciation, Depletion and Amortization
|
$
|
44,868
|
|
|
$
|
5,856
|
|
|
$
|
—
|
|
|
$
|
50,724
|
|
|
|
Capital Expenditures
|
$
|
32,372
|
|
|
$
|
1,799
|
|
|
$
|
—
|
|
|
$
|
34,171
|
|
|
|
(A)
|
For the three months ended March 31, 2020 and 2019, the PAMC segment had revenues from the following customers, each comprising over 10% of the Company’s total sales:
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Customer A
|
$
|
38,908
|
|
|
$
|
61,872
|
|
Customer B
|
$
|
104,354
|
|
|
$
|
123,118
|
|
Customer C
|
$
|
35,683
|
|
|
$
|
41,866
|
|
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
Segment Assets for Total Reportable Business Segments
|
$
|
1,949,655
|
|
|
$
|
1,992,549
|
|
Segment Assets for All Other Business Segments
|
509,657
|
|
|
510,583
|
|
||
Items Excluded from Segment Assets:
|
|
|
|
||||
Cash and Other Investments
|
91,731
|
|
|
186,295
|
|
||
Deferred Tax Assets
|
102,425
|
|
|
77,614
|
|
||
Total Consolidated Assets
|
$
|
2,653,468
|
|
|
$
|
2,767,041
|
|
|
|
|
|
|
|
||||||
|
Company and Restricted Subsidiaries
|
|
Unrestricted Subsidiaries
|
|
Consolidated
|
||||||
Revenue and Other Income:
|
|
|
|
|
|
||||||
Coal Revenue
|
$
|
191,589
|
|
|
$
|
63,863
|
|
|
$
|
255,452
|
|
Terminal Revenue
|
16,501
|
|
|
—
|
|
|
16,501
|
|
|||
Freight Revenue
|
2,360
|
|
|
787
|
|
|
3,147
|
|
|||
Miscellaneous Other Income
|
3,863
|
|
|
12,307
|
|
|
16,170
|
|
|||
Loss on Sale of Assets
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|||
Total Revenue and Other Income
|
214,299
|
|
|
76,957
|
|
|
291,256
|
|
|||
Costs and Expenses:
|
|
|
|
|
|
||||||
Operating and Other Costs
|
163,592
|
|
|
48,683
|
|
|
212,275
|
|
|||
Depreciation, Depletion and Amortization
|
43,015
|
|
|
11,928
|
|
|
54,943
|
|
|||
Freight Expense
|
2,360
|
|
|
787
|
|
|
3,147
|
|
|||
Selling, General and Administrative Costs
|
13,624
|
|
|
4,046
|
|
|
17,670
|
|
|||
Gain on Debt Extinguishment
|
(16,833
|
)
|
|
—
|
|
|
(16,833
|
)
|
|||
Interest Expense, net
|
13,516
|
|
|
2,155
|
|
|
15,671
|
|
|||
Total Costs and Expenses
|
219,274
|
|
|
67,599
|
|
|
286,873
|
|
|||
(Loss) Earnings Before Income Tax
|
(4,975
|
)
|
|
9,358
|
|
|
4,383
|
|
|||
Income Tax Expense
|
1,908
|
|
|
—
|
|
|
1,908
|
|
|||
Net (Loss) Income
|
(6,883
|
)
|
|
9,358
|
|
|
2,475
|
|
|||
Less: Net Income Attributable to Noncontrolling Interest
|
108
|
|
|
—
|
|
|
108
|
|
|||
Net (Loss) Income Attributable to CONSOL Energy Inc. Shareholders
|
$
|
(6,991
|
)
|
|
$
|
9,358
|
|
|
$
|
2,367
|
|
Balance Sheet at March 31, 2020 (unaudited):
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
Company and Restricted Subsidiaries
|
|
Unrestricted Subsidiaries
|
|
Consolidated
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Current Assets:
|
|
|
|
|
|
||||||
Cash and Cash Equivalents
|
$
|
77,896
|
|
|
$
|
270
|
|
|
$
|
78,166
|
|
Restricted Cash
|
—
|
|
|
661
|
|
|
661
|
|
|||
Accounts and Notes Receivable
|
|
|
|
|
|
||||||
Trade Receivables, net of Allowance
|
—
|
|
|
113,098
|
|
|
113,098
|
|
|||
Other Receivables, net of Allowance
|
31,654
|
|
|
2,224
|
|
|
33,878
|
|
|||
Inventories
|
44,852
|
|
|
13,786
|
|
|
58,638
|
|
|||
Prepaid Expenses and Other Assets
|
21,931
|
|
|
4,371
|
|
|
26,302
|
|
|||
Total Current Assets
|
176,333
|
|
|
134,410
|
|
|
310,743
|
|
|||
Property, Plant and Equipment:
|
|
|
|
|
|
||||||
Property, Plant and Equipment
|
4,059,878
|
|
|
993,820
|
|
|
5,053,698
|
|
|||
Less-Accumulated Depreciation, Depletion and Amortization
|
2,382,961
|
|
|
582,942
|
|
|
2,965,903
|
|
|||
Property, Plant and Equipment - Net
|
1,676,917
|
|
|
410,878
|
|
|
2,087,795
|
|
|||
Other Assets:
|
|
|
|
|
|
||||||
Deferred Income Taxes
|
102,425
|
|
|
—
|
|
|
102,425
|
|
|||
Right of Use Asset - Operating Leases
|
53,268
|
|
|
14,519
|
|
|
67,787
|
|
|||
Other, net of Allowance
|
71,277
|
|
|
13,441
|
|
|
84,718
|
|
|||
Total Other Assets
|
226,970
|
|
|
27,960
|
|
|
254,930
|
|
|||
TOTAL ASSETS
|
$
|
2,080,220
|
|
|
$
|
573,248
|
|
|
$
|
2,653,468
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||||||
Current Liabilities:
|
|
|
|
|
|
||||||
Accounts Payable
|
$
|
65,078
|
|
|
$
|
24,478
|
|
|
$
|
89,556
|
|
Accounts (Recoverable) Payable - Related Parties
|
(4,279
|
)
|
|
4,279
|
|
|
—
|
|
|||
Current Portion of Long-Term Debt
|
58,529
|
|
|
8,912
|
|
|
67,441
|
|
|||
Other Accrued Liabilities
|
197,677
|
|
|
39,584
|
|
|
237,261
|
|
|||
Total Current Liabilities
|
317,005
|
|
|
77,253
|
|
|
394,258
|
|
|||
Long-Term Debt:
|
|
|
|
|
|
||||||
Long-Term Debt
|
452,472
|
|
|
152,455
|
|
|
604,927
|
|
|||
Finance Lease Obligations
|
16,867
|
|
|
5,075
|
|
|
21,942
|
|
|||
Total Long-Term Debt
|
469,339
|
|
|
157,530
|
|
|
626,869
|
|
|||
Deferred Credits and Other Liabilities:
|
|
|
|
|
|
||||||
Postretirement Benefits Other Than Pensions
|
429,085
|
|
|
—
|
|
|
429,085
|
|
|||
Pneumoconiosis Benefits
|
195,449
|
|
|
6,269
|
|
|
201,718
|
|
|||
Asset Retirement Obligations
|
243,837
|
|
|
10,968
|
|
|
254,805
|
|
|||
Workers' Compensation
|
57,313
|
|
|
3,648
|
|
|
60,961
|
|
|||
Salary Retirement
|
44,439
|
|
|
—
|
|
|
44,439
|
|
|||
Operating Lease Liability
|
42,039
|
|
|
10,936
|
|
|
52,975
|
|
|||
Other
|
16,445
|
|
|
823
|
|
|
17,268
|
|
|||
Total Deferred Credits and Other Liabilities
|
1,028,607
|
|
|
32,644
|
|
|
1,061,251
|
|
|||
TOTAL LIABILITIES
|
1,814,951
|
|
|
267,427
|
|
|
2,082,378
|
|
|||
Total CONSOL Energy Inc. Stockholders’ Equity
|
133,584
|
|
|
305,821
|
|
|
439,405
|
|
|||
Noncontrolling Interest
|
131,685
|
|
|
—
|
|
|
131,685
|
|
|||
TOTAL LIABILITIES AND EQUITY
|
$
|
2,080,220
|
|
|
$
|
573,248
|
|
|
$
|
2,653,468
|
|
|
|
|
|
|
|
||||||
|
Company and Restricted Subsidiaries
|
|
Unrestricted Subsidiaries
|
|
Consolidated
|
||||||
Revenue and Other Income:
|
|
|
|
|
|
||||||
Coal Revenue
|
$
|
249,376
|
|
|
$
|
83,126
|
|
|
$
|
332,502
|
|
Terminal Revenue
|
17,818
|
|
|
—
|
|
|
17,818
|
|
|||
Freight Revenue
|
4,997
|
|
|
1,665
|
|
|
6,662
|
|
|||
Miscellaneous Other Income
|
11,981
|
|
|
1,311
|
|
|
13,292
|
|
|||
Gain on Sale of Assets
|
334
|
|
|
5
|
|
|
339
|
|
|||
Total Revenue and Other Income
|
284,506
|
|
|
86,107
|
|
|
370,613
|
|
|||
Costs and Expenses:
|
|
|
|
|
|
||||||
Operating and Other Costs
|
177,603
|
|
|
52,509
|
|
|
230,112
|
|
|||
Depreciation, Depletion and Amortization
|
39,507
|
|
|
11,217
|
|
|
50,724
|
|
|||
Freight Expense
|
4,997
|
|
|
1,665
|
|
|
6,662
|
|
|||
Selling, General and Administrative Costs
|
17,363
|
|
|
4,560
|
|
|
21,923
|
|
|||
Loss on Debt Extinguishment
|
23,143
|
|
|
—
|
|
|
23,143
|
|
|||
Interest Expense, net
|
17,245
|
|
|
1,351
|
|
|
18,596
|
|
|||
Total Costs and Expenses
|
279,858
|
|
|
71,302
|
|
|
351,160
|
|
|||
Earnings Before Income Tax
|
4,648
|
|
|
14,805
|
|
|
19,453
|
|
|||
Income Tax Benefit
|
(850
|
)
|
|
—
|
|
|
(850
|
)
|
|||
Net Income
|
5,498
|
|
|
14,805
|
|
|
20,303
|
|
|||
Less: Net Income Attributable to Noncontrolling Interest
|
5,868
|
|
|
—
|
|
|
5,868
|
|
|||
Net (Loss) Income Attributable to CONSOL Energy Inc. Shareholders
|
$
|
(370
|
)
|
|
$
|
14,805
|
|
|
$
|
14,435
|
|
Balance Sheet at December 31, 2019:
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
Company and Restricted Subsidiaries
|
|
Unrestricted Subsidiaries
|
|
Consolidated
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Current Assets:
|
|
|
|
|
|
||||||
Cash and Cash Equivalents
|
$
|
79,717
|
|
|
$
|
576
|
|
|
$
|
80,293
|
|
Accounts and Notes Receivable
|
|
|
|
|
|
||||||
Trade Receivables, net of Allowance
|
—
|
|
|
131,688
|
|
|
131,688
|
|
|||
Other Receivables, net of Allowance
|
39,412
|
|
|
1,572
|
|
|
40,984
|
|
|||
Inventories
|
41,478
|
|
|
12,653
|
|
|
54,131
|
|
|||
Prepaid Expenses and Other Assets
|
25,181
|
|
|
5,752
|
|
|
30,933
|
|
|||
Total Current Assets
|
185,788
|
|
|
152,241
|
|
|
338,029
|
|
|||
Property, Plant and Equipment:
|
|
|
|
|
|
||||||
Property, Plant and Equipment
|
4,023,282
|
|
|
984,898
|
|
|
5,008,180
|
|
|||
Less-Accumulated Depreciation, Depletion and Amortization
|
2,344,777
|
|
|
571,238
|
|
|
2,916,015
|
|
|||
Property, Plant and Equipment - Net
|
1,678,505
|
|
|
413,660
|
|
|
2,092,165
|
|
|||
Other Assets:
|
|
|
|
|
|
||||||
Deferred Income Taxes
|
103,505
|
|
|
—
|
|
|
103,505
|
|
|||
Right of Use Asset - Operating Leases
|
56,937
|
|
|
15,695
|
|
|
72,632
|
|
|||
Other, net of Allowance
|
74,015
|
|
|
13,456
|
|
|
87,471
|
|
|||
Total Other Assets
|
234,457
|
|
|
29,151
|
|
|
263,608
|
|
|||
TOTAL ASSETS
|
$
|
2,098,750
|
|
|
$
|
595,052
|
|
|
$
|
2,693,802
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||||||
Current Liabilities:
|
|
|
|
|
|
||||||
Accounts Payable
|
$
|
79,140
|
|
|
$
|
27,083
|
|
|
$
|
106,223
|
|
Accounts (Recoverable) Payable - Related Parties
|
(1,419
|
)
|
|
1,419
|
|
|
—
|
|
|||
Current Portion of Long-Term Debt
|
45,020
|
|
|
5,252
|
|
|
50,272
|
|
|||
Other Accrued Liabilities
|
196,314
|
|
|
39,455
|
|
|
235,769
|
|
|||
Total Current Liabilities
|
319,055
|
|
|
73,209
|
|
|
392,264
|
|
|||
Long-Term Debt:
|
|
|
|
|
|
||||||
Long-Term Debt
|
505,646
|
|
|
148,156
|
|
|
653,802
|
|
|||
Finance Lease Obligations
|
7,391
|
|
|
1,645
|
|
|
9,036
|
|
|||
Total Long-Term Debt
|
513,037
|
|
|
149,801
|
|
|
662,838
|
|
|||
Deferred Credits and Other Liabilities:
|
|
|
|
|
|
||||||
Postretirement Benefits Other Than Pensions
|
432,496
|
|
|
—
|
|
|
432,496
|
|
|||
Pneumoconiosis Benefits
|
196,114
|
|
|
6,028
|
|
|
202,142
|
|
|||
Asset Retirement Obligations
|
239,410
|
|
|
10,801
|
|
|
250,211
|
|
|||
Workers' Compensation
|
57,583
|
|
|
3,611
|
|
|
61,194
|
|
|||
Salary Retirement
|
49,930
|
|
|
—
|
|
|
49,930
|
|
|||
Operating Lease Liability
|
43,906
|
|
|
11,507
|
|
|
55,413
|
|
|||
Other
|
14,134
|
|
|
785
|
|
|
14,919
|
|
|||
Total Deferred Credits and Other Liabilities
|
1,033,573
|
|
|
32,732
|
|
|
1,066,305
|
|
|||
TOTAL LIABILITIES
|
1,865,665
|
|
|
255,742
|
|
|
2,121,407
|
|
|||
Total CONSOL Energy Inc. Stockholders’ Equity
|
95,889
|
|
|
339,310
|
|
|
435,199
|
|
|||
Noncontrolling Interest
|
137,196
|
|
|
—
|
|
|
137,196
|
|
|||
TOTAL LIABILITIES AND EQUITY
|
$
|
2,098,750
|
|
|
$
|
595,052
|
|
|
$
|
2,693,802
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Operating and Other Costs
|
$
|
853
|
|
|
$
|
763
|
|
Selling, General and Administrative Costs
|
2,793
|
|
|
3,056
|
|
||
Total Services from CONSOL Energy
|
$
|
3,646
|
|
|
$
|
3,819
|
|
•
|
Pennsylvania Mining Complex: The PAMC, which includes the Bailey Mine, the Enlow Fork Mine, the Harvey Mine and the Central Preparation Plant, has extensive high-quality coal reserves. We mine our reserves from the Pittsburgh No. 8 Coal Seam, which is a large contiguous formation of high-Btu coal that is ideal for high productivity, low-cost longwall operations. The design of the PAMC is optimized to produce large quantities of coal on a cost-efficient basis. We are able to sustain high production volumes at comparatively low operating costs due to, among other things, our technologically advanced longwall mining systems, logistics infrastructure and safety. All of the PAMC mines utilize longwall mining, which is a highly automated underground mining technique that produces large volumes of coal at lower costs compared to other underground mining methods. We own a 75% undivided interest in the PAMC, and the remaining 25% is owned by CCR, as discussed below.
|
•
|
CCR Ownership: CONSOL Energy owns, directly or indirectly, through CCR's general partner, 61.4% of the partnership, which is comprised of a 1.7% general partner interest and a 59.7% limited partner interest. At March 31, 2020, CCR's assets included a 25% undivided interest in, and full operational control over, the PAMC.
|
•
|
CONSOL Marine Terminal: Through our subsidiary CONSOL Marine Terminals LLC, we provide coal export terminal services through the Port of Baltimore. The terminal can either store coal or load coal directly into vessels from rail cars. It is also the only major east coast United States coal terminal served by two railroads, Norfolk Southern Corporation and CSX Transportation Inc.
|
•
|
Itmann Mine: Construction of the Itmann Mine, located in Wyoming County, West Virginia, began in the second half of 2019. Full production from the mine is expected upon completion of a new preparation plant, and could begin by the end of 2021, depending on market conditions. When fully operational, the Company anticipates approximately 900 thousand tons per year of high-quality, low-vol coking coal capacity.
|
•
|
Greenfield Reserves: We own approximately 1.5 billion tons of high-quality, undeveloped coal reserves located in NAPP, CAPP and the ILB.
|
•
|
Net income of $2.5 million
|
•
|
Repurchased $43.2 million of the Company's 11.00% Senior Secured Second Lien Notes due 2025 during the quarter
|
•
|
Successfully amended and extended the term of the Company's accounts receivable securitization facility while maintaining the borrowing capacity and interest rate
|
•
|
Raised $16.3 million through an equipment finance lease transaction and added an additional $20.0 million commitment for future financing needs
|
•
|
our operating performance as compared to the operating performance of other companies in the coal industry, without regard to financing methods, historical cost basis or capital structure;
|
•
|
the ability of our assets to generate sufficient cash flow;
|
•
|
our ability to incur and service debt and fund capital expenditures;
|
•
|
the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities; and
|
•
|
the attractiveness of capital projects and acquisitions and the overall rates of return on alternative investment opportunities.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Total Costs and Expenses
|
|
$
|
286,873
|
|
|
$
|
351,160
|
|
Freight Expense
|
|
(3,147
|
)
|
|
(6,662
|
)
|
||
Selling, General and Administrative Costs
|
|
(17,670
|
)
|
|
(21,923
|
)
|
||
Gain (Loss) on Debt Extinguishment
|
|
16,833
|
|
|
(23,143
|
)
|
||
Interest Expense, net
|
|
(15,671
|
)
|
|
(18,596
|
)
|
||
Other Costs (Non-Production)
|
|
(20,882
|
)
|
|
(30,793
|
)
|
||
Depreciation, Depletion and Amortization (Non-Production)
|
|
(9,363
|
)
|
|
(8,165
|
)
|
||
Cost of Coal Sold
|
|
$
|
236,973
|
|
|
$
|
241,878
|
|
Depreciation, Depletion and Amortization (Production)
|
|
(45,580
|
)
|
|
(42,559
|
)
|
||
Cash Cost of Coal Sold
|
|
$
|
191,393
|
|
|
$
|
199,319
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Total Coal Revenue
|
|
$
|
255,452
|
|
|
$
|
332,502
|
|
Operating and Other Costs
|
|
212,275
|
|
|
230,112
|
|
||
Less: Other Costs (Non-Production)
|
|
(20,882
|
)
|
|
(30,793
|
)
|
||
Total Cash Cost of Coal Sold
|
|
191,393
|
|
|
199,319
|
|
||
Add: Depreciation, Depletion and Amortization
|
|
54,943
|
|
|
50,724
|
|
||
Less: Depreciation, Depletion and Amortization (Non-Production)
|
|
(9,363
|
)
|
|
(8,165
|
)
|
||
Total Cost of Coal Sold
|
|
$
|
236,973
|
|
|
$
|
241,878
|
|
Total Tons Sold (in millions)
|
|
5.9
|
|
|
6.7
|
|
||
Average Revenue per Ton Sold
|
|
$
|
43.16
|
|
|
$
|
49.38
|
|
Average Cash Cost of Coal Sold per Ton
|
|
32.41
|
|
|
29.71
|
|
||
Depreciation, Depletion and Amortization Costs per Ton Sold
|
|
7.63
|
|
|
6.21
|
|
||
Average Cost of Coal Sold per Ton
|
|
40.04
|
|
|
35.92
|
|
||
Average Margin per Ton Sold
|
|
3.12
|
|
|
13.46
|
|
||
Add: Depreciation, Depletion and Amortization Costs per Ton Sold
|
|
7.63
|
|
|
6.21
|
|
||
Average Cash Margin per Ton Sold
|
|
$
|
10.75
|
|
|
$
|
19.67
|
|
|
For the Three Months Ended
|
||||||||||
|
March 31,
|
||||||||||
(in millions)
|
2020
|
|
2019
|
|
Variance
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Coal Revenue
|
$
|
255
|
|
|
$
|
333
|
|
|
$
|
(78
|
)
|
Freight Revenue
|
3
|
|
|
7
|
|
|
(4
|
)
|
|||
Miscellaneous Other Income
|
11
|
|
|
5
|
|
|
6
|
|
|||
Total Revenue and Other Income
|
269
|
|
|
345
|
|
|
(76
|
)
|
|||
Cost of Coal Sold:
|
|
|
|
|
|
||||||
Operating Costs
|
191
|
|
|
199
|
|
|
(8
|
)
|
|||
Depreciation, Depletion and Amortization
|
46
|
|
|
43
|
|
|
3
|
|
|||
Total Cost of Coal Sold
|
237
|
|
|
242
|
|
|
(5
|
)
|
|||
Other Costs:
|
|
|
|
|
|
||||||
Other Costs
|
1
|
|
|
9
|
|
|
(8
|
)
|
|||
Depreciation, Depletion and Amortization
|
3
|
|
|
2
|
|
|
1
|
|
|||
Total Other Costs
|
4
|
|
|
11
|
|
|
(7
|
)
|
|||
Freight Expense
|
3
|
|
|
7
|
|
|
(4
|
)
|
|||
Selling, General and Administrative Costs
|
14
|
|
|
21
|
|
|
(7
|
)
|
|||
Total Costs and Expenses
|
258
|
|
|
281
|
|
|
(23
|
)
|
|||
Earnings Before Income Tax
|
$
|
11
|
|
|
$
|
64
|
|
|
$
|
(53
|
)
|
|
|
For the Three Months Ended March 31,
|
|||||||
Mine
|
|
2020
|
|
2019
|
|
Variance
|
|||
Bailey
|
|
2,804
|
|
|
2,947
|
|
|
(143
|
)
|
Enlow Fork
|
|
2,375
|
|
|
2,830
|
|
|
(455
|
)
|
Harvey
|
|
795
|
|
|
1,072
|
|
|
(277
|
)
|
Total
|
|
5,974
|
|
|
6,849
|
|
|
(875
|
)
|
|
For the Three Months Ended March 31,
|
||||||||||
|
2020
|
|
2019
|
|
Variance
|
||||||
Total Tons Sold (in millions)
|
5.9
|
|
|
6.7
|
|
|
(0.8
|
)
|
|||
Average Revenue per Ton Sold
|
$
|
43.16
|
|
|
$
|
49.38
|
|
|
$
|
(6.22
|
)
|
|
|
|
|
|
|
||||||
Average Cash Cost of Coal Sold per Ton (1)
|
$
|
32.41
|
|
|
$
|
29.71
|
|
|
$
|
2.70
|
|
Depreciation, Depletion and Amortization Costs per Ton Sold (Non-Cash Cost)
|
7.63
|
|
|
6.21
|
|
|
1.42
|
|
|||
Average Cost of Coal Sold per Ton (1)
|
$
|
40.04
|
|
|
$
|
35.92
|
|
|
$
|
4.12
|
|
Average Margin per Ton Sold
|
$
|
3.12
|
|
|
$
|
13.46
|
|
|
$
|
(10.34
|
)
|
Add: Depreciation, Depletion and Amortization Costs per Ton Sold
|
7.63
|
|
|
6.21
|
|
|
1.42
|
|
|||
Average Cash Margin per Ton Sold (1)
|
$
|
10.75
|
|
|
$
|
19.67
|
|
|
$
|
(8.92
|
)
|
|
For the Three Months Ended
|
||||||||||
|
March 31,
|
||||||||||
(in millions)
|
2020
|
|
2019
|
|
Variance
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Terminal Revenue
|
$
|
17
|
|
|
$
|
18
|
|
|
$
|
(1
|
)
|
Miscellaneous Other Income
|
5
|
|
|
8
|
|
|
(3
|
)
|
|||
Total Revenue and Other Income
|
22
|
|
|
26
|
|
|
(4
|
)
|
|||
Other Costs and Expenses:
|
|
|
|
|
|
||||||
Operating and Other Costs
|
20
|
|
|
22
|
|
|
(2
|
)
|
|||
Depreciation, Depletion and Amortization
|
6
|
|
|
6
|
|
|
—
|
|
|||
Selling, General and Administrative Costs
|
4
|
|
|
1
|
|
|
3
|
|
|||
(Gain) Loss on Debt Extinguishment
|
(17
|
)
|
|
23
|
|
|
(40
|
)
|
|||
Interest Expense, net
|
16
|
|
|
19
|
|
|
(3
|
)
|
|||
Total Other Costs and Expenses
|
29
|
|
|
71
|
|
|
(42
|
)
|
|||
Loss Before Income Tax
|
$
|
(7
|
)
|
|
$
|
(45
|
)
|
|
$
|
38
|
|
|
For the Three Months Ended March 31,
|
||||||||||
(in millions)
|
2020
|
|
2019
|
|
Variance
|
||||||
Royalty Income - Non-Operated Coal
|
$
|
5
|
|
|
$
|
6
|
|
|
$
|
(1
|
)
|
Property Easements and Option Income
|
—
|
|
|
1
|
|
|
(1
|
)
|
|||
Rental Income
|
—
|
|
|
1
|
|
|
(1
|
)
|
|||
Total Miscellaneous Other Income
|
$
|
5
|
|
|
$
|
8
|
|
|
$
|
(3
|
)
|
|
For the Three Months Ended March 31,
|
||||||||||
(in millions)
|
2020
|
|
2019
|
|
Variance
|
||||||
Terminal Operating Costs
|
$
|
5
|
|
|
$
|
6
|
|
|
$
|
(1
|
)
|
Employee-Related Legacy Liability Expense
|
7
|
|
|
9
|
|
|
(2
|
)
|
|||
Coal Reserve Holding Costs
|
1
|
|
|
1
|
|
|
—
|
|
|||
Closed and Idle Mines
|
1
|
|
|
1
|
|
|
—
|
|
|||
Litigation Expense
|
—
|
|
|
3
|
|
|
(3
|
)
|
|||
Other
|
6
|
|
|
2
|
|
|
4
|
|
|||
Total Operating and Other Costs
|
$
|
20
|
|
|
$
|
22
|
|
|
$
|
(2
|
)
|
|
For the Three Months Ended March 31,
|
||||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Cash Provided by Operating Activities
|
$
|
51
|
|
|
$
|
82
|
|
|
$
|
(31
|
)
|
Cash Used in Investing Activities
|
$
|
(27
|
)
|
|
$
|
(34
|
)
|
|
$
|
7
|
|
Cash Used in Financing Activities
|
$
|
(26
|
)
|
|
$
|
(136
|
)
|
|
$
|
110
|
|
|
For the Three Months Ended March 31,
|
||||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Building and Infrastructure
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
—
|
|
Equipment Purchases and Rebuilds
|
8
|
|
|
7
|
|
|
1
|
|
|||
Refuse Storage Area
|
3
|
|
|
7
|
|
|
(4
|
)
|
|||
IS&T Infrastructure
|
—
|
|
|
3
|
|
|
(3
|
)
|
|||
Other
|
1
|
|
|
2
|
|
|
(1
|
)
|
|||
Total Capital Expenditures
|
$
|
27
|
|
|
$
|
34
|
|
|
$
|
(7
|
)
|
|
Year
|
Percentage
|
|
|
2021
|
105.50%
|
|
|
2022
|
102.75%
|
|
|
2023 and thereafter
|
100.00%
|
|
|
Payments due by Year
|
||||||||||||||||||
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
|
Total
|
||||||||||
Purchase Order Firm Commitments
|
$
|
1,034
|
|
|
$
|
318
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,352
|
|
Long-Term Debt
|
43,687
|
|
|
67,598
|
|
|
265,507
|
|
|
281,913
|
|
|
658,705
|
|
|||||
Interest on Long-Term Debt
|
45,490
|
|
|
85,270
|
|
|
80,092
|
|
|
23,343
|
|
|
234,195
|
|
|||||
Finance Lease Obligations
|
23,754
|
|
|
18,135
|
|
|
3,807
|
|
|
—
|
|
|
45,696
|
|
|||||
Interest on Finance Lease Obligations
|
1,713
|
|
|
1,312
|
|
|
138
|
|
|
—
|
|
|
3,163
|
|
|||||
Operating Lease Obligations
|
22,355
|
|
|
34,865
|
|
|
12,066
|
|
|
14,804
|
|
|
84,090
|
|
|||||
Long-Term Liabilities—Employee Related (a)
|
56,222
|
|
|
107,670
|
|
|
103,782
|
|
|
490,566
|
|
|
758,240
|
|
|||||
Other Long-Term Liabilities (b)
|
147,820
|
|
|
39,084
|
|
|
27,822
|
|
|
188,882
|
|
|
403,608
|
|
|||||
Total Contractual Obligations (c)
|
$
|
342,075
|
|
|
$
|
354,252
|
|
|
$
|
493,214
|
|
|
$
|
999,508
|
|
|
$
|
2,189,049
|
|
(a)
|
Employee related long-term liabilities include other post-employment benefits and work-related injuries and illnesses. Estimated salaried retirement contributions required to meet minimum funding standards under ERISA are excluded from the pay-out table due to the uncertainty regarding amounts to be contributed. CONSOL Energy does not expect to contribute to the pension plan in 2020.
|
(b)
|
Other long-term liabilities include asset retirement obligations and other long-term liability costs.
|
(c)
|
The significant obligations 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 $272 million in connection with the Term Loan B (TLB) Facility, due in September 2024, less $1 million of unamortized bond discount. Borrowings under the TLB Facility bear interest at a floating rate.
|
•
|
An aggregate principal amount of $178 million of 11.00% Senior Secured Second Lien Notes due in November 2025. Interest on the notes is payable May 15 and November 15 of each year.
|
•
|
An aggregate principal amount of $85 million in connection with the Term Loan A (TLA) Facility, due in March 2023. Borrowings under the TLA Facility bear interest at a floating rate.
|
•
|
An aggregate principal amount of $103 million of industrial revenue bonds which were issued to finance the Baltimore port facility, bear interest at 5.75% per annum and mature in September 2025. Interest on the industrial revenue bonds is payable March 1 and September 1 of each year. Payment of the principal and interest on the notes is guaranteed by CONSOL Energy.
|
•
|
An aggregate principal amount of $18 million in connection with asset-backed financing. Approximately $15 million is due in December 2020 at a weighted average interest rate of 5.83%, and approximately $3 million is due in September 2024 at an interest rate of 3.61%.
|
•
|
Advance royalty commitments of $2 million with a weighted average interest rate of 10.78% per annum.
|
•
|
An aggregate principal amount of $46 million of finance leases with a weighted average interest rate of 5.17% per annum.
|
•
|
the effects the COVID-19 pandemic has on our business and results of operations and on the global economy;
|
•
|
a restructuring of liabilities of Murray Energy as a result of its bankruptcy may result in the Company becoming responsible for certain liabilities that Murray Energy assumed from our former parent in 2013;
|
•
|
deterioration in economic conditions in any of the industries in which our customers operate may decrease demand for our products, impair our ability to collect customer receivables and impair our ability to access capital;
|
•
|
volatility and wide fluctuation in coal prices based upon a number of factors beyond our control including oversupply relative to the demand available for our products, weather and the price and availability of alternative fuels;
|
•
|
an extended decline in the prices we receive for our coal affecting our operating results and cash flows;
|
•
|
significant downtime of our equipment or inability to obtain equipment, parts or raw materials;
|
•
|
decreases in the availability of, or increases in, the price of commodities or capital equipment used in our coal mining operations;
|
•
|
our customers extending existing contracts or entering into new long-term contracts for coal on favorable terms;
|
•
|
our reliance on major customers;
|
•
|
our inability to collect payments from customers if their creditworthiness declines or if they fail to honor their contracts;
|
•
|
our inability to acquire additional coal reserves that are economically recoverable;
|
•
|
decreases in demand and changes in coal consumption patterns of electric power generators;
|
•
|
the availability and reliability of transportation facilities and other systems, disruption of rail, barge, processing and transportation facilities and other systems that deliver our coal to market and fluctuations in transportation costs;
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•
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a loss of our competitive position because of the competitive nature of coal industries, or a loss of our competitive position because of overcapacity in these industries impairing our profitability;
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•
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foreign currency fluctuations that could adversely affect the competitiveness of our coal abroad;
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•
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recent action and the possibility of future action on trade made by U.S. and foreign governments;
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•
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the risks related to the fact that a significant portion of our production is sold in international markets;
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•
|
coal users switching to other fuels in order to comply with various environmental standards related to coal combustion emissions;
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•
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the impact of potential, as well as any adopted, regulations to address climate change, including any relating to greenhouse gas emissions, on our operating costs as well as on the market for coal;
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•
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the effects of litigation seeking to hold energy companies accountable for the effects of climate change;
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•
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the effects of government regulation on the discharge into the water or air, and the disposal and clean-up of, hazardous substances and wastes generated during our coal operations;
|
•
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the risks inherent in coal operations, including being subject to unexpected disruptions caused by adverse geological conditions, equipment failures, delays in moving out longwall equipment, railroad derailments, security breaches or terroristic acts and other hazards, delays in the completion of significant construction or repair of equipment, fires, explosions, seismic activities, accidents and weather conditions;
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•
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failure to obtain or renew surety bonds on acceptable terms, which could affect our ability to secure reclamation and coal lease obligations;
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•
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failure to obtain adequate insurance coverages;
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•
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operating in a single geographic area;
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•
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the effects of coordinating our operations with oil and natural gas drillers and distributors operating on our land;
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•
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our inability to obtain financing for capital expenditures on satisfactory terms;
|
•
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the effects of receiving low sustainability scores which potentially results in the exclusion of our securities from consideration by certain investment funds and a negative perception by investors;
|
•
|
the effect of new or existing tariffs and other trade measures;
|
•
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our inability to find suitable acquisition targets or integrating the operations of future acquisitions into our operations;
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•
|
obtaining, maintaining and renewing governmental permits and approvals for our coal operations;
|
•
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the effects of stringent federal and state employee health and safety regulations, including the ability of regulators to shut down our operations;
|
•
|
the potential for liabilities arising from environmental contamination or alleged environmental contamination in connection with our past or current coal operations;
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•
|
the effects of asset retirement obligations and certain other liabilities;
|
•
|
uncertainties in estimating our economically recoverable coal reserves;
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•
|
the outcomes of various legal proceedings, including those which are more fully described herein;
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•
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defects in our chain of title for our undeveloped reserves or failure to acquire additional property to perfect our title to coal rights;
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•
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exposure to employee-related long-term liabilities;
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•
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the risk of our debt agreements, our debt and changes in interest rates affecting our operating results and cash flows;
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•
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the effects of hedging transactions on our cash flow;
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•
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the effect of our affiliated company credit agreement on our cash flows;
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•
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failure by one or more of the third parties to satisfy certain liabilities it acquired from our former parent, or failure to perform its obligations under various arrangements, which our former parent guaranteed and for which we have indemnification obligations to our former parent;
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•
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information theft, data corruption, operational disruption and/or financial loss resulting from a terrorist attack or cyber incident;
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•
|
certain provisions in our multi-year coal sales contracts may provide limited protection during adverse economic conditions, and may result in economic penalties or permit the customer to terminate the contract;
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•
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the potential failure to retain and attract qualified personnel of the Company and a possible increased reliance on third party contractors as a result;
|
•
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we may not receive distributions from the Partnership;
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•
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failure to maintain effective internal controls over financial reporting;
|
•
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certain risks related to our separation from our former parent;
|
•
|
a determination by the Internal Revenue Service that the distribution or certain related transactions should be treated as a taxable transaction;
|
•
|
uncertainty with respect to the Company’s common stock, potential stock price volatility and future dilution;
|
•
|
the consequences of a lack of or negative commentary about us published by securities analysts and media;
|
•
|
uncertainty regarding the timing of any dividends we may declare;
|
•
|
uncertainty as to whether we will repurchase shares of our common stock or outstanding debt securities;
|
•
|
restrictions on the ability to acquire us in our certificate of incorporation, bylaws and Delaware law and the resulting effects on the trading price of our common stock;
|
•
|
inability of stockholders to bring legal action against us in any forum other than the state courts of Delaware; and
|
•
|
other unforeseen factors.
|
|
CONSOL ENERGY INC.
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||
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By:
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/s/ JAMES A. BROCK
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James A. Brock
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Director, Chief Executive Officer and President
(Principal Executive Officer)
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By:
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/s/ MITESHKUMAR B. THAKKAR
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Miteshkumar B. Thakkar
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Interim Chief Financial Officer
(Principal Financial Officer)
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By:
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/s/ JOHN M. ROTHKA
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|
|
John M. Rothka
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Chief Accounting Officer
(Principal Accounting Officer) |
1.)
|
You will continue to be employed through March 1, 2021, your retirement date (“Retirement Date”), provided that during the period beginning January 1, 2021 through March 1, 2021, your services will be on an as needed basis only;
|
2.)
|
Management will recommend that:
|
a.
|
Your 2020 long-term incentive compensation (“LTIC”) award will include an additional $150,000 worth of value over and above your existing LTIC target; and
|
b.
|
Your 2021 LTIC target will be valued at $150,000.
|
3.)
|
Your 2020 and 2021 LTIC awards will vest in full (100%) on your Retirement Date resulting in accelerated vesting by virtue of your age and service with the Company;
|
4.)
|
The action outlined in this letter is subject to the formal approval of the Committee, with full approval of this letter by the entire Board of Directors, which is anticipated to occur on or before the date hereof.
|
(i)
|
CONSOL FUNDING LLC, as Borrower;
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(ii)
|
CONSOL PENNSYLVANIA COAL COMPANY LLC, as initial Servicer; and
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(iii)
|
PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Lender, LC Bank and Administrative Agent.
|
|
CONSOL FUNDING LLC
By: /s/ Christopher C. Jones
Name: Christopher C. Jones
Title: Vice President
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|
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CONSOL PENNSYLVANIA COAL COMPANY LLC
as the Servicer
By: /s/ Steven T. Aspinall
Name: Steven T. Aspinall
Title: Treasurer
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CONSOL FUNDING LLC
By: /s/ Christopher C. Jones
Name: Christopher C. Jones
Title: Vice President
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CONSOL PENNSYLVANIA COAL COMPANY LLC
as the Servicer
By: /s/ Steven T. Aspinall
Name: Steven T. Aspinall
Title: Treasurer
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PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent
By: /s/ Michael Brown
Name: Michael Brown
Title: Senior Vice President
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PNC BANK, NATIONAL ASSOCIATION,
as the LC Bank
By: /s/ Michael Brown
Name: Michael Brown
Title: Senior Vice President
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PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/ Michael Brown
Name: Michael Brown
Title: Senior Vice President
|
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ARTICLE I
|
DEFINITIONS 1
|
SECTION 1.01.
|
Certain Defined Terms 1
|
SECTION 1.02.
|
Other Interpretative Matters 24
|
ARTICLE II
|
TERMS OF THE LOANS 25
|
SECTION 2.01.
|
Loan Facility 25
|
SECTION 2.02.
|
Making Loans; Repayment of Loans 25
|
SECTION 2.03.
|
Interest and Fees 26
|
SECTION 2.04.
|
Records of Loans and Participation Advances 27
|
ARTICLE III
|
LETTER OF CREDIT FACILITY 27
|
SECTION 3.01.
|
Letters of Credit 27
|
SECTION 3.02.
|
Issuance of Letters of Credit; Participations 27
|
SECTION 3.03.
|
Requirements For Issuance of Letters of Credit 29
|
SECTION 3.04.
|
Disbursements, Reimbursement 29
|
SECTION 3.05.
|
Repayment of Participation Advances 29
|
SECTION 3.06.
|
Documentation; Documentary and Processing Charges 30
|
SECTION 3.07.
|
Determination to Honor Drawing Request 30
|
SECTION 3.08.
|
Nature of Participation and Reimbursement Obligations 31
|
SECTION 3.09.
|
Indemnity 32
|
SECTION 3.10.
|
Liability for Acts and Omissions 32
|
ARTICLE IV
|
SETTLEMENT PROCEDURES AND PAYMENT PROVISIONS 34
|
SECTION 4.01.
|
Settlement Procedures 34
|
SECTION 4.02.
|
Payments and Computations, Etc 37
|
ARTICLE V
|
INCREASED COSTS; FUNDING LOSSES; TAXES; ILLEGALITY AND SECURITY INTEREST 37
|
SECTION 5.01.
|
Increased Costs 37
|
SECTION 5.02.
|
[Reserved] 38
|
SECTION 5.03.
|
Taxes 38
|
SECTION 5.04.
|
Inability to Determine LMIR; Change in Legality 42
|
SECTION 5.05.
|
Security Interest 43
|
|
CONSOL FUNDING LLC
By:
Name:
Title:
|
|
|
|
|
|
|
|
CONSOL PENNSYLVANIA COAL COMPANY LLC,
as the Servicer
By:
Name:
Title:
|
|
|
|
|
|
|
|
|
1.
|
Terms and Conditions: This grant of service-based restricted stock units is made under the CONSOL Energy Inc. Omnibus Incentive Plan (the “Plan”), and is subject in all respects to the terms of the Plan. All terms of the Plan are hereby incorporated into these terms and conditions (the “Terms and Conditions”) by reference. In the event of a conflict between one or more provisions of these Terms and Conditions and one or more provisions of the Plan, the provisions of the Plan shall govern; provided that the terms of any written individual Agreement entered into between the Company and the Grantee approved by the Committee shall supersede these Terms and Conditions so long as consistent with the Plan. Each capitalized term not defined herein has the meaning assigned to such term in the Plan.
|
2.
|
Confirmation of Grant: Effective as of February 11, 2020 (the “Award Date”), CONSOL Energy Inc. (the “Company”) granted the individual whose name is set forth in the notice of grant (the “Grantee”) service-based Restricted Stock Units with respect to a specified number of shares of Common Stock as set forth in the Grantee’s notice of grant (the “RSUs”). By accepting the RSUs, the Grantee acknowledges and agrees that the RSUs are subject to the Terms and Conditions and the terms of the Plan.
|
3.
|
Stockholder Rights:
|
a.
|
Except as provided in Section 3(b) below, the Grantee will not have any stockholder rights or privileges (including voting rights) with respect to the shares of Common Stock subject to the RSUs until such shares of Common Stock vest and are actually issued and registered in the Grantee’s name in the Company’s books and records.
|
b.
|
If the Company declares a cash dividend on its shares of Common Stock, on the payment date of the dividend, the Grantee shall be credited with dividend equivalents equal to the amount of such cash dividend per share of Common Stock multiplied by the number of shares of Common Stock subject to the RSUs. The dividend equivalents will be subject to the same terms regarding vesting and forfeiture as the RSUs and will be paid in cash at the times that the corresponding shares of Common Stock associated with the RSUs are delivered (or forfeited at the time that the RSUs are forfeited). Such cash payment will be subject to withholding for applicable taxes.
|
4.
|
Automatic Forfeiture: The RSUs (including any RSUs that have vested but not yet been settled) will automatically be forfeited and all rights of the Grantee to the RSUs shall terminate under any of the following circumstances:
|
a.
|
The Grantee’s employment is terminated by the Company for Cause.
|
b.
|
The Grantee breaches any restrictive covenant set forth on the attached Exhibit A or in any restrictive covenants agreement between the Grantee and the Company or an affiliate.
|
5.
|
Restrictive Covenants: By accepting the RSUs, the Grantee agrees to comply with the confidentiality, non-solicitation and non-competition covenants set forth on the attached Exhibit A. If the Grantee has a written agreement with the Company or one of its affiliates containing restrictive covenants, the Grantee also agrees to continue to comply with the obligations under such agreement as a condition of grant of the RSUs.
|
6.
|
Transferability: The RSUs shall not be sold, transferred, assigned, pledged or otherwise encumbered or disposed.
|
7.
|
Vesting: The RSUs shall vest in three equal installments on each of February 11, 2021, February 11, 2022 and February 11, 2023; provided that the Grantee continues to be employed by the Company through the applicable vesting date. Except as otherwise provided below, if a Grantee terminates employment prior to the applicable vesting date, any unvested RSUs shall be forfeited and all rights of the Grantee to the unvested RSUs shall terminate.
|
8.
|
Termination of Employment: If, prior to the applicable vesting date,
|
a.
|
(i) the Grantee’s employment is terminated by reason of death or Disability (as defined below), or (ii) the Grantee’s employment is involuntarily terminated by the Company without Cause, (A) a number of RSUs (rounded up to the nearest whole number) shall vest such that the ratio of (I) the total number of RSUs granted on the Award Date that have vested after giving effect to this provision to (II) the total number of RSUs granted on the Award Date equals the ratio of (I) the number of completed full months from the Award Date to the date of the Grantee’s termination of employment to (II) 36, and (B) any remaining portion of the RSUs shall be forfeited. The vested RSUs shall be settled as described in Section 10 below. For purposes of these Terms and Conditions, “Disability” means permanently and totally disabled under the terms of the Company’s qualified retirement plans.
|
b.
|
the Grantee’s terminates employment on or after attaining age sixty (60) with twenty (20) or more years of service with the Company or an affiliate, also including any years of service with CNX Resources Corporation (our former parent or its affiliates), then the RSUs shall vest in full and be settled as described in Section 10 below.
|
9.
|
Change in Control: In the event of a Change in Control, where following the Change in Control the RSUs are assumed, and, within 2 years following the Change in Control, the Grantee’s employment is terminated by reason of the Grantee’s death or Disability or the Grantee terminates employment after attaining age sixty (60) with twenty (20) or more years of service with the Company or an affiliate, also including any years of service with CNX Resources Corporation (our former parent), or by the assuming company without Cause, the RSUs shall vest in full and be settled as provided in Section 10 of these Terms and Conditions. In the event of a Change of Control where the RSUs are not assumed the RSUs shall immediately vest and be settled in accordance with Section 10 of these Terms and Conditions.
|
10.
|
Settlement: Any RSUs not previously forfeited shall be settled by delivery of one share of Common Stock for each RSU being settled. The RSUs shall be settled as soon as practicable after the applicable vesting date (including without limitation for this purpose vesting upon the Grantee’s termination of employment as provided in Section 8 and Section 9), but in no event later than 60 days after the applicable vesting date. Notwithstanding the foregoing, to the extent that the RSUs are subject to Section 409A of the Internal Revenue Code, all such payments shall be made in compliance with the requirements of Section 409A of the Internal Revenue Code, including application of the six month settlement delay for any specified employee (as defined in Section 409A of the Internal Revenue Code) in the event of vesting as a result of a separation from service (as defined in Section 409A of the Internal Revenue Code).
|
11.
|
Tax Withholding: The Grantee is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the RSUs. The tax withholding obligation shall be satisfied by withholding shares of Common Stock otherwise issuable in respect of the Grantee’s RSUs. The grantee authorizes the Company to satisfy any tax withholding obligation arising upon the lapse of any risk of forfeiture (including FICA due upon such lapse) by accelerating the vesting and withholding of the number of shares of Common Stock subject to the RSUs required to satisfy such tax withholding obligation. The Company may withhold shares up to the maximum applicable withholding tax rate for federal (including FICA), state, local and foreign tax liabilities. Shares of Common Stock used to satisfy tax withholding shall be valued based on the Fair Market Value when the tax withholding is required to be made.
|
12.
|
No Right to Continued Employment: The Grantee understands and agrees that these Terms and Conditions do not impact the right of the Company or any of its affiliates employing the Grantee to terminate or change the terms of the Grantee’s employment at any time for any reason, with or without cause. The Grantee understands and agrees that the Grantee’s employment with the Company or any of its affiliates is on an “at-will” basis.
|
13.
|
Captions: Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of these Terms and Conditions.
|
14.
|
Severability: In the event that any provision in these Terms and Conditions shall be held invalid or unenforceable for any reason, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of these Terms and Conditions.
|
(a)
|
The Grantee acknowledges and agrees that in the event the Grantee breaches any of the covenants or agreements contained in this Exhibit A:
|
(i)
|
The restrictive covenants contained in this Exhibit A shall operate independently of, and in addition to, any other agreement to which the Grantee and the Company may be a party,
|
1.
|
Terms and Conditions: This grant of performance-based Restricted Stock Units is made under the CONSOL Energy Inc. Omnibus Performance Incentive Plan (the “Plan”), and is subject in all respects to the terms of the Plan. All terms of the Plan are hereby incorporated into these terms and conditions (the “Terms and Conditions”) by reference. In the event of a conflict between one or more provisions of these Terms and Conditions and one or more provisions of the Plan, the provisions of the Plan shall govern; provided that the terms of any individual written Agreement entered into by the Company and the Grantee approved by the Committee shall supersede these Terms and Conditions so long as consistent with the Plan. Each capitalized term not defined herein has the meaning assigned to such term in the Plan.
|
2.
|
Confirmation of Grant: Effective as of February 11, 2020 (the “Award Date”), CONSOL Energy Inc. (the “Company”) granted the individual whose name is set forth in the notice of grant (the “Grantee”) performance-based Restricted Stock Units with respect to a specified number of shares of Common Stock as set forth in the Grantee’s notice of grant (the “PSUs”). By accepting the PSUs, the Grantee acknowledges and agrees that the PSUs are subject to these Terms and Conditions and the terms of the Plan.
|
3.
|
Stockholder Rights:
|
a.
|
Except as provided in Section 3(b) below, the Grantee will not have any stockholder rights or privileges (including voting rights) with respect to the shares of Common Stock subject to the PSUs until such shares of Common Stock are actually issued and registered in the Grantee’s name in the Company’s books and records.
|
b.
|
If the Company declares a cash dividend on its shares of Common Stock, on the payment date of the dividend, the Grantee shall be credited with dividend equivalents equal to the amount of such cash dividend per share of Common Stock multiplied by the number of shares of Common Stock subject to the PSUs. The dividend equivalents will be subject to the same terms regarding vesting and forfeiture as the PSUs and will be paid in cash at the time(s) that the corresponding shares of Common Stock associated with the PSUs are delivered (or forfeited at the time that the PSUs are forfeited). Such cash payment will be subject to withholding for applicable taxes.
|
4.
|
Automatic Forfeiture: The PSUs will automatically be forfeited and all rights of the Grantee to the PSUs shall terminate under the following circumstances:
|
a.
|
Employment of the Grantee is terminated for Cause.
|
b.
|
The Grantee breaches any confidentiality, non-solicitation or non-competition covenant set forth on the attached Exhibit B or in any restrictive covenants agreement between the Grantee and the Company or an affiliate.
|
c.
|
The Committee requires recoupment of the PSUs in accordance with any recoupment policy adopted or amended by the Company from time to time.
|
5.
|
Restrictive Covenants: By accepting the PSUs, the Grantee agrees to comply with the confidentiality, non-solicitation and non-competition covenants set forth on the attached Exhibit B. If the Grantee has a written agreement with the Company or an affiliate containing restrictive covenants, the Grantee also agrees to continue to comply with the obligations under such restrictive covenants agreement as a condition of grant of the PSUs.
|
6.
|
Transferability: The PSUs shall not be sold, transferred, assigned, pledged or otherwise encumbered or disposed.
|
7.
|
Vesting: The PSUs shall vest in one-third increments on each of December 31, 2020, December 31, 2021, and December 31, 2022 based on attainment of the performance goals set forth on the attached Exhibit A (the “Performance Goals”) during the period beginning on January 1, 2020 and ending on December 31, 2022 (the “Performance Period”), provided the Grantee continues to be employed by the Company through December 31 of each calendar year during the Performance Period, and provided further that no PSUs shall be settled until the Committee certifies that the Performance Goals have been attained. At the end of each calendar year during the Performance Period, the Committee shall determine whether and to what extent the Performance Goals have been met, shall certify attainment of the Performance Goals and shall authorize the settlement of PSU Awards consistent with the achievement of the Performance Goals, which settlement shall take place as soon as practicable thereafter. The Committee shall have the discretion to reduce (including to zero) the number of PSUs that would otherwise vest upon attainment of the Performance Goals, based on such factors as the Committee deems appropriate. In the event that the Performance Goals have not been met, the PSUs shall automatically be forfeited and all rights of the Grantee to the PSUs shall terminate. Except as otherwise provided below, if the Grantee terminates employment prior to the end of any calendar year which ends within the Performance Period, the PSUs eligible for vesting shall be cancelled and all rights of the Grantee to the PSU Award shall terminate.
|
8.
|
Termination of Employment: If, following the Award Date and prior to the date on which the Committee Certifies the Performance Goals have been attained,
|
a.
|
(i) the Grantee’s employment is terminated by reason of death or Disability (as defined below), or (ii) the Grantee’s employment is involuntarily terminated without Cause, the Grantee shall earn a pro rata portion of the PSUs based on the achievement of the Performance Goals as certified by the Committee following the end of the Performance Period. The pro rata portion of the PSUs that vest shall be determined by multiplying the number of PSUs earned based on attainment of the Performance Goals, by a fraction, the numerator of which is the number of completed full months from the Award Date to the date of the Grantee’s termination of employment and the denominator of which is 36. The vested PSUs shall be settled as described in Section 10 below. For purposes of these Terms and Conditions, “Disability means permanently and totally disable under the terms of the Company’s qualified retirement plans.
|
b.
|
the Grantee terminates employment on or after attaining age sixty (60) with twenty (20) or more years of service with the Company or an affiliate, also including any years of service with CNX Resources Corporation (our former parent or its affiliates), then the PSUs shall vest in full based on the achievement of the Performance Goals as certified by the Committee
|
9.
|
Settlement: The PSUs shall be settled by delivery of one share of Common Stock for each PSU earned based on the achievement of Performance Goals during the Performance Period. The PSUs
|
10.
|
Change in Control: Upon the occurrence of a Change in Control as defined in Section 17 of the Plan, and absent any provision in any agreement between the Grantee and the Company to the contrary, the PSUs shall vest in full, be free of any restrictions, and be deemed earned in an amount equal to the product obtained by multiplying (i) the full value of the PSUs with all applicable Performance Goals achieved at the greater of (A) the applicable target level and (B) the level of achievement of the Performance Goals for the PSUs as determined by the Committee no later than the Change in Control, taking into account performance through the date of the Change in Control to which performance can, as a practical matter, be determined (but not later than the end of the applicable Performance Period) and (ii) the applicable pro-ration factor. For purposes of this Section 10, applicable pro-ration factor shall mean the quotient obtained by dividing the number of days that have elapsed during the applicable Performance Period through and including the date of the Change in Control by the total number of days covered by the full Performance Period.
|
11.
|
Tax Withholding: The Grantee is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the PSUs. The tax withholding obligation shall be satisfied by withholding shares of Common Stock otherwise issuable in respect of the Grantee’s PSUs. Any tax withholding obligations arising upon the lapse of any risk of forfeiture (including FICA due upon such lapse) shall be satisfied by withholding of the number of shares of Common Stock subject to the PSUs. The Company may withhold shares up to the maximum applicable withholding tax rate for federal (including FICA) state, local and foreign tax liabilities. Shares of Common Stock are used to satisfy tax withholding, such shares shall be valued based on the Fair Market Value when the tax withholding is required to be made.
|
12.
|
No Right to Continued Employment. The Grantee understands and agrees that these Terms and Conditions do not impact the right of the Company or any of its affiliates employing the Grantee to terminate or change the terms of the Grantee’s employment at any time for any reason, with or without cause. The Grantee understands and agrees that the Grantee’s employment with the Company or any of its affiliates is on an “at-will” basis.
|
13.
|
Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of these Terms and Conditions.
|
14.
|
Severability. In the event that any provision in these Terms and Conditions shall be held invalid or unenforceable for any reason, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of these Terms and Conditions.
|
1.
|
Terms and Conditions: This grant of performance-based Cash Award is made under the CONSOL Energy Inc. Omnibus Performance Incentive Plan (the “Plan”) and is subject in all respects to the terms of the Plan. All terms of the Plan are hereby incorporated into these terms and conditions (the “Terms and Conditions”) by reference. In the event of a conflict between one or more provisions of these Terms and Conditions and one or more provisions of the Plan, the provisions of the Plan shall govern; provided that the terms of any individual written Agreement entered into by the Company and the Grantee approved by the Committee shall supersede these Terms and Conditions so long as consistent with the Plan. Each capitalized term not defined herein has the meaning assigned to such term in the Plan.
|
2.
|
Confirmation of Grant: Effective as of February 11, 2020 (the “Award Date”), CONSOL Energy Inc. (the “Company”) granted the individual whose name is set forth in the notice of grant (the “Grantee”) a performance-based cash award denominated in units, each of which represent a fixed value equal to the closing price of the Company’s common stock on February 11, 2020, as set forth in the Grantee’s notice of grant (the “PBCs”). By accepting the PBCs, the Grantee acknowledges and agrees that the PBCs are subject to these Terms and Conditions and the terms of the Plan.
|
3.
|
Automatic Forfeiture: The PBCs will automatically be forfeited and all rights of the Grantee to the PBCs shall terminate under the following circumstances:
|
a.
|
Employment of the Grantee is terminated for Cause.
|
b.
|
The Grantee breaches any confidentiality, non-solicitation or non-competition covenant set forth on the attached Exhibit B or in any restrictive covenants agreement between the Grantee and the Company or an affiliate.
|
c.
|
The Committee requires recoupment of the PBCs in accordance with any recoupment policy adopted or amended by the Company from time to time.
|
4.
|
Restrictive Covenants: By accepting the PBCs, the Grantee agrees to comply with the confidentiality, non-solicitation and non-competition covenants set forth on the attached Exhibit B. If the Grantee has a written agreement with the Company or an affiliate containing restrictive covenants, the Grantee also agrees to continue to comply with the obligations under such restrictive covenants agreement as a condition of grant of the PBCs.
|
5.
|
Transferability: The PBCs shall not be sold, transferred, assigned, pledged or otherwise encumbered or disposed.
|
6.
|
Vesting: The PBCs shall vest in one-third increments on each of December 31, 2020, December 31, 2021, and December 31, 2022 based on attainment of the performance goals set forth on the attached Exhibit A (the “Performance Goals”) during the period beginning on January 1, 2020 and ending on December 31, 2022 (the “Performance Period”), provided the Grantee continues to be employed by the Company through December 31 of each calendar year during the Performance Period, and provided further that no PBCs shall be paid until the Committee certifies that the Performance Goals have been attained. At the end of each calendar year during the Performance Period, the Committee
|
7.
|
Termination of Employment: If, following the Award Date and prior to the date on which the Committee Certifies the Performance Goals have been attained,
|
a.
|
(i) the Grantee’s employment is terminated by reason of death or Disability (as defined below), or (ii) the Grantee’s employment is involuntarily terminated without Cause, the Grantee shall earn a pro rata portion of the PBCs based on the achievement of the Performance Goals as certified by the Committee following the end of the Performance Period. The pro rata portion of the s that vest shall be determined by multiplying the number of PBCs earned based on attainment of the Performance Goals, by a fraction, the numerator of which is the number of completed full months from the Award Date to the date of the Grantee’s termination of employment and the denominator of which is 36. The vested PBCs shall be paid as described in Section 10 below. For purposes of these Terms and Conditions, “Disability means permanently and totally disable under the terms of the Company’s qualified retirement plans.
|
b.
|
the Grantee terminates employment on or after attaining age sixty (60) with twenty (20) or more years of service with the Company or an affiliate, also including any years of service with CNX Resources Corporation (our former parent or its affiilates), then the PBCs shall vest in full based on the achievement of the Performance Goals as certified by the Committee following the end of the Performance Period. The vested PBCs shall be paid as described in Section 8 below.
|
8.
|
Settlement: The PBCs shall be paid in cash earned based on the achievement of Performance Goals during the Performance Period. The PBCs shall be paid as soon as practicable after the date that the Committee certifies the Performance Goals have been achieved, but in no event later than 60 days after such date. Notwithstanding the foregoing, to the extent that the PBCs are subject to Section 409A of the Internal Revenue Code, all such payments shall be made in compliance with the requirements of Section 409A of the Internal Revenue Code.
|
9.
|
Change in Control: Upon the occurrence of a Change in Control as defined in Section 17 of the Plan, and absent any provision in any agreement between the Grantee and the Company to the contrary, the PBCs shall vest in full, be free of any restrictions, and be deemed earned in an amount equal to the product obtained by multiplying (i) the full value of the PBCs with all applicable Performance Goals achieved at the greater of (A) the applicable target level and (B) the level of achievement of the Performance Goals for the PBCs as determined by the Committee no later than the Change in Control, taking into account performance through the date of the Change in Control to which performance can, as a practical matter, be determined (but not later than the end of the applicable Performance Period) and (ii) the applicable pro-ration factor. For purposes of this Section 10, applicable pro-ration factor
|
10.
|
Tax Withholding: The Grantee is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the PBCs. The tax withholding obligation shall be satisfied by withholding an amount from the Grantee’s cash payment due upon the vesting of the PBC Award. The Company may withhold from the Grantee’s cash payment an amount necessary to satisfy applicable withholding tax rate for federal (including FICA) state, local and foreign tax liabilities.
|
11.
|
No Right to Continued Employment. The Grantee understands and agrees that these Terms and Conditions do not impact the right of the Company or any of its affiliates employing the Grantee to terminate or change the terms of the Grantee’s employment at any time for any reason, with or without cause. The Grantee understands and agrees that the Grantee’s employment with the Company or any of its affiliates is on an “at-will” basis.
|
12.
|
Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of these Terms and Conditions.
|
13.
|
Severability. In the event that any provision in these Terms and Conditions shall be held invalid or unenforceable for any reason, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of these Terms and Conditions.
|
If to the Executive:
|
To the last address delivered to the Company by the Executive in the manner set forth herein.
|
If to the Company:
|
CONSOL Energy Inc.
|
(i)
|
that this release includes, but is not limited to, all claims under the ADEA arising up to and including the date of execution of this release;
|
(ii)
|
to consult with an attorney and/or other advisor of his choosing concerning his rights and obligations under this release;
|
(iii)
|
to consider fully this release before executing it: (a) that he has been offered ample time and opportunity, in excess of twenty-one (21) days, to do so; and (b) that this release shall become effective and enforceable seven (7) days following its execution by Executive, during which (7) day period Executive may revoke this acceptance of this release by delivering written notice to: [Name, Title, Address]. In the event of a timely revocation by the Executive, this Agreement will be deemed null and void and the Company will have no obligations hereunder or under Article 5 of the Employment Agreement.
|
_____________________________________
Executive: [____________]
|
Witness: _____________________________
|
CONSOL Energy Inc.
By: _________________________________
Name:
Title:
|
Witness: _____________________________
|
1.
|
I have reviewed this report on Form 10-Q of CONSOL Energy Inc.;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
a.
|
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;
|
b.
|
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;
|
c.
|
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
|
d.
|
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
|
5.
|
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):
|
a.
|
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
|
b.
|
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.
|
1.
|
I have reviewed this report on Form 10-Q of CONSOL Energy Inc.;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
a.
|
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;
|
b.
|
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;
|
c.
|
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
|
d.
|
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
|
5.
|
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):
|
a.
|
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
|
b.
|
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.
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Received
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Received
|
|
Notice of
|
|
Legal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Dollar
|
|
Total
|
|
Notice of
|
|
Potential
|
|
Actions
|
|
|
|
|
|
|
|
|
|
|
|
|
Section
|
|
|
|
|
|
Value of
|
|
Number
|
|
Pattern of
|
|
to have
|
|
Pending
|
|
Legal
|
|
Legal
|
|
|
|
|
Section
|
|
|
|
104(d)
|
|
|
|
|
|
MSHA
|
|
of
|
|
Violations
|
|
Pattern
|
|
as of
|
|
Actions
|
|
Actions
|
Mine or Operating
|
|
104
|
|
Section
|
|
Citations
|
|
Section
|
|
Section
|
|
Assessments
|
|
Mining
|
|
Under
|
|
Under
|
|
Last
|
|
Initiated
|
|
Resolved
|
||
Name/MSHA
|
|
S&S
|
|
104(b)
|
|
and
|
|
110(b)(2)
|
|
107(a)
|
|
Proposed
|
|
Related
|
|
Section
|
|
Section
|
|
Day of
|
|
During
|
|
During
|
||
Identification Number
|
|
Citations
|
|
Orders
|
|
Orders
|
|
Violations
|
|
Orders
|
|
(In Dollars)
|
|
Fatalities
|
|
104(e)
|
|
104(e)
|
|
Period (1)
|
|
Period
|
|
Period
|
||
Active Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bailey
|
|
36-07230
|
|
20
|
|
—
|
|
5
|
|
—
|
|
—
|
|
37,817
|
|
—
|
|
No
|
|
No
|
|
13
|
|
4
|
|
2
|
Enlow Fork
|
|
36-07416
|
|
9
|
|
—
|
|
—
|
|
—
|
|
—
|
|
45,967
|
|
—
|
|
No
|
|
No
|
|
10
|
|
2
|
|
5
|
Harvey
|
|
36-10045
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5,238
|
|
—
|
|
No
|
|
No
|
|
7
|
|
2
|
|
1
|
|
|
|
|
30
|
|
—
|
|
5
|
|
—
|
|
—
|
|
89,022
|
|
—
|
|
|
|
|
|
30
|
|
8
|
|
8
|
Mine or Operating Name/MSHA Identification Number
|
|
Contests of Citations, Orders
(as of 3.31.20) (a) |
|
Contests of Proposed Penalties
(as of 3.31.20) (b) |
|
Complaints for Compensation
(as of 3.31.20) (c) |
|
Complaints of Discharge, Discrimination or Interference
(as of 3.31.20) (d) |
|
Applications for Temporary Relief
(as of 3.31.20) (e) |
|
Appeals of Judges' Decisions or Order
(as of 3.31.20) (f) |
||||
|
|
|
||||||||||||||
|
|
Dockets
|
|
Citations
|
|
|
|
|
||||||||
Active Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bailey
|
|
36-07230
|
|
—
|
|
13
|
|
45
|
|
—
|
|
—
|
|
—
|
|
—
|
Enlow Fork
|
|
36-07416
|
|
—
|
|
10
|
|
71
|
|
—
|
|
—
|
|
—
|
|
—
|
Harvey
|
|
36-10045
|
|
—
|
|
7
|
|
16
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|
|
|
—
|
|
30
|
|
132
|
|
—
|
|
—
|
|
—
|
|
1
|