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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________
FORM 10-Q
__________________________________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number: 001-14901
__________________________________________________
CONSOL Coal Resources LP
(Exact name of registrant as specified in its charter)

Delaware
 
47-3445032
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
1000 CONSOL Energy Drive, Suite 100
Canonsburg, PA 15317-6506
(724) 416-8300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
__________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
  Title of each class 
Trading Symbol(s)
   Name of each exchange on which registered
Common Units representing limited partner interests
CCR
New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer      Accelerated filer   Non-accelerated filer   Smaller Reporting Company   Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes      No  
CONSOL Coal Resources LP had 27,632,824 common units and a 1.7% general partner interest outstanding at October 25, 2019.
 



TABLE OF CONTENTS

 
 
Page
 
Part I. Financial Information
 
 
 
 
Item 1.
Financial Statements
 
 
Consolidated Statements of Operations for the three and nine months ended September 30, 2019 and 2018
 
Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2019 and 2018
 
Consolidated Balance Sheets at September 30, 2019 and December 31, 2018
 
Consolidated Statement of Partners Capital for the three and nine months ended September 30, 2019 and 2018
 
Consolidated Statements of Cash Flows for the nine months ended September 30, 2019 and 2018
 
Notes to the Consolidated Financial Statements
 
 
 
Item 2.
 
 
 
Item 4.
 
 
 
 
Part II. Other Information
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
 
 
Item 4.
 
 
 
Item 6.
 
 
 
 


2



Significant Relationships and Other Terms Referenced in this Quarterly Report

“CONSOL Coal Resources LP,” the “Partnership,” “we,” “our,” “us” and similar terms refer to CONSOL Coal Resources LP, a Delaware limited partnership, and its subsidiaries, with common units listed for trading on the New York Stock Exchange under the ticker “CCR”;

“Affiliated Company Credit Agreement” refers to an agreement entered into on November 28, 2017 among the Partnership and certain of its subsidiaries (collectively, the “Credit Parties”), CONSOL Energy, as lender and administrative agent, and PNC Bank, National Association, as collateral agent (“PNC”), as amended by Amendment No. 1 to Affiliated Company Credit Agreement, dated March 28, 2019. The Affiliated Company Credit Agreement provides for a revolving credit facility in an aggregate principal amount of up to $275 million to be provided by CONSOL Energy, as lender;

“common units” refer to the limited partner interests in CONSOL Coal Resources LP. The holders of common units are entitled to participate in partnership distributions and are entitled to exercise the rights or privileges of limited partners under the Partnership Agreement. The common units are listed on the New York Stock Exchange under the symbol “CCR”;

“CONSOL Coal Finance” refers to CONSOL Coal Finance Corporation, a Delaware corporation and a direct, wholly owned subsidiary of the Partnership;

“CONSOL Energy” and our “sponsor” refer to CONSOL Energy Inc., a Delaware corporation and the parent of our general partner, and its subsidiaries other than our general partner, us and our subsidiaries;

“CONSOL Operating” refers to CONSOL Operating LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Partnership;

“CONSOL Thermal Holdings” refers to CONSOL Thermal Holdings LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of CONSOL Operating; CONSOL Thermal Holdings owns a 25% undivided interest in the assets, liabilities, revenues and expenses comprising the Pennsylvania Mining Complex;

“CPCC” refers to CONSOL Pennsylvania Coal Company LLC, a Delaware limited liability company and a wholly owned subsidiary of CONSOL Energy;

“general partner” refers to CONSOL Coal Resources GP LLC, a Delaware limited liability company and our general partner;

“Omnibus Agreement” refers to the Omnibus Agreement dated July 7, 2015, as replaced by the First Amended and Restated Omnibus Agreement dated as of September 30, 2016, and as amended by the First Amendment to the First Amended and Restated Omnibus Agreement, dated November 28, 2017;

“Partnership Agreement” refers to the Third Amended and Restated Partnership Agreement dated as of November 28, 2017;

“Pennsylvania Mining Complex” refers to the Bailey, Enlow Fork, and Harvey coal mines, coal reserves and related assets and operations, located primarily in southwestern Pennsylvania. The Pennsylvania Mining Complex is owned 75% by our sponsor and its subsidiaries and 25% by CONSOL Thermal Holdings;

“SEC” refers to the United States Securities and Exchange Commission;

“sponsor” or “our sponsor” refers to CONSOL Energy; and

“subordinated units” refer to limited partner interests in CONSOL Coal Resources LP having the rights and obligations specified with respect to subordinated units in the Partnership Agreement. On August 16, 2019, all 11,611,067 subordinated units, which were owned entirely by CONSOL Energy Inc., were converted into common units on a one-for-one basis. As of the date of this Quarterly Report on Form 10-Q, there are no outstanding subordinated units.

3



PART I : FINANCIAL INFORMATION
ITEM 1.    FINANCIAL STATEMENTS
CONSOL COAL RESOURCES LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except unit data)
(unaudited)

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Coal Revenue
$
75,385

 
$
73,700

 
$
246,166

 
$
254,126

Freight Revenue
900

 
611

 
3,529

 
9,444

Other Income
1,096

 
1,003

 
3,440

 
4,302

Total Revenue and Other Income
77,381

 
75,314

 
253,135

 
267,872

 
 
 
 
 
 
 
 
Operating and Other Costs 1 
53,998

 
49,540

 
164,542

 
159,126

Depreciation, Depletion and Amortization
11,086

 
11,059

 
33,639

 
33,769

Freight Expense
900

 
611

 
3,529

 
9,444

Selling, General and Administrative Expenses 2
2,840

 
3,899

 
10,353

 
10,260

Interest Expense, Net 3
1,587

 
1,560

 
4,495

 
5,295

Total Costs
70,411

 
66,669

 
216,558

 
217,894

Net Income
$
6,970

 
$
8,645

 
$
36,577

 
$
49,978

 


 


 


 


Less: General Partner Interest in Net Income
118

 
146

 
617

 
846

Limited Partner Interest in Net Income
$
6,852

 
$
8,499

 
$
35,960

 
$
49,132

 
 
 
 
 
 
 
 
Net Income per Limited Partner Unit - Basic
$
0.25

 
$
0.31

 
$
1.30

 
$
1.79

Net Income per Limited Partner Unit - Diluted
$
0.25

 
$
0.31

 
$
1.30

 
$
1.78

 
 
 
 
 
 
 
 
Limited Partner Units Outstanding - Basic
27,632,770

 
27,521,519

 
27,618,396

 
27,508,275

Limited Partner Units Outstanding - Diluted
27,667,477

 
27,628,202

 
27,654,684

 
27,592,838

 
 
 
 
 
 
 
 
Cash Distributions Declared per Unit 4
$
0.5125

 
$
0.5125

 
$
1.5375

 
$
1.5375



1 Related Party of $838 and $725 for the three months ended and $2,368 and $2,172 for the nine months ended September 30, 2019 and September 30, 2018, respectively.
2 Related Party of $1,902 and $2,345 for the three months ended and $6,932 and $5,943 for the nine months ended September 30, 2019 and September 30, 2018, respectively.
3Related party of $1,587 and $1,560 for the three months ended and $4,495 and $5,295 nine months ended September 30, 2019 and September 30, 2018, respectively.
4 Represents the cash distributions declared related to the period presented. See Note 16 - Subsequent Events.














The accompanying notes are an integral part of these consolidated financial statements.

4



CONSOL COAL RESOURCES LP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
(unaudited)

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Net Income
$
6,970

 
$
8,645

 
$
36,577

 
$
49,978

 
 
 
 
 
 
 
 
Recognized Net Actuarial Gain
(5
)
 
(2
)
 
(11
)
 
(6
)
Other Comprehensive Loss
(5
)
 
(2
)
 
(11
)
 
(6
)
 
 
 
 
 
 
 
 
Comprehensive Income
$
6,965

 
$
8,643

 
$
36,566

 
$
49,972





















































The accompanying notes are an integral part of these consolidated financial statements.

5



CONSOL COAL RESOURCES LP
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
 
(unaudited)
 
 
 
September 30,
2019
 
December 31,
2018
ASSETS
 
 
 
Current Assets:
 
 
 
Cash
$
10,611

 
$
1,003

Trade Receivables
27,245

 
21,871

Other Receivables
56

 
1,068

Inventories
11,339

 
11,066

Prepaid Expenses
7,094

 
5,096

Total Current Assets
56,345

 
40,104

Property, Plant and Equipment:
 
 
 
Property, Plant and Equipment
977,418

 
946,298

Less—Accumulated Depreciation, Depletion and Amortization
559,538

 
526,747

Total Property, Plant and Equipment—Net
417,880

 
419,551

Other Assets:
 
 
 
Right of Use AssetOperating Leases
16,855

 

Other Assets
13,298

 
14,908

Total Other Assets
30,153

 
14,908

TOTAL ASSETS
$
504,378

 
$
474,563

LIABILITIES AND PARTNERS CAPITAL
 
 
 
Current Liabilities:
 
 
 
Accounts Payable
$
23,405

 
$
24,834

Accounts PayableRelated Party
2,882

 
3,831

Current Portion of Long-Term Debt
4,599

 
3,503

Other Accrued Liabilities
38,192

 
31,916

Total Current Liabilities
69,078

 
64,084

Long-Term Debt:
 
 
 
Affiliated Company Credit AgreementRelated Party
181,400

 
163,000

Finance Lease Obligations
2,085

 
5,067

Total Long-Term Debt
183,485

 
168,067

Other Liabilities:
 
 
 
Pneumoconiosis Benefits
4,897

 
4,260

Workers Compensation
2,914

 
3,119

Asset Retirement Obligations
10,939

 
9,775

Operating Lease Liability
14,224

 

Other
547

 
518

Total Other Liabilities
33,521

 
17,672

TOTAL LIABILITIES
286,084

 
249,823

Partners Capital:
 
 
 
Common Units (27,632,824 Units Outstanding at September 30, 2019; 15,911,211 Units Outstanding at December 31, 2018)
194,378

 
212,122

Subordinated Units (No Units Outstanding at September 30, 2019; 11,611,067 Units Outstanding at December 31, 2018)

 
(11,421
)
General Partner Interest
12,007

 
12,119

Accumulated Other Comprehensive Income
11,909

 
11,920

Total Partners Capital
218,294

 
224,740

TOTAL LIABILITIES AND PARTNERS CAPITAL
$
504,378

 
$
474,563


The accompanying notes are an integral part of these consolidated financial statements.

6



CONSOL COAL RESOURCES LP
CONSOLIDATED STATEMENT OF PARTNERS’ CAPITAL
(Dollars in thousands)


 
Limited Partners
 
 
 
 
 
 
 
Common
 
Subordinated
 
General Partner
 
Accumulated Other Comprehensive Income (Loss)
 
Total
Balance at December 31, 2018
$
212,122

 
$
(11,421
)
 
$
12,119

 
$
11,920

 
$
224,740

(unaudited)
 
 
 
 
 
 
 
 
 
Net Income
8,676

 
6,287

 
257

 

 
15,220

Unitholder Distributions
(8,211
)
 
(5,951
)
 
(243
)
 

 
(14,405
)
Unit-Based Compensation
397

 

 

 

 
397

Units Withheld for Taxes
(880
)
 

 

 

 
(880
)
Actuarially Determined Long-Term Liability Adjustments

 

 

 
(3
)
 
(3
)
Balance at March 31, 2019
$
212,104

 
$
(11,085
)
 
$
12,133

 
$
11,917

 
$
225,069

Net Income
8,201

 
5,944

 
242

 

 
14,387

Unitholder Distributions
(8,211
)
 
(5,950
)
 
(243
)
 

 
(14,404
)
Unit-Based Compensation
341

 

 

 

 
341

Actuarially Determined Long-Term Liability Adjustments

 

 

 
(3
)
 
(3
)
Balance at June 30, 2019
$
212,435

 
$
(11,091
)
 
$
12,132

 
$
11,914

 
$
225,390

Net Income
6,852

 

 
118

 

 
6,970

Unitholder Distributions
(8,211
)
 
(5,951
)
 
(243
)
 

 
(14,405
)
Conversion of Subordinated Units to Common Units1
(17,042
)
 
17,042

 

 

 

Unit-Based Compensation
344

 

 

 

 
344

Actuarially Determined Long-Term Liability Adjustments

 

 

 
(5
)
 
(5
)
Balance at September 30, 2019
$
194,378

 
$

 
$
12,007

 
$
11,909

 
$
218,294


1All subordinated units were converted to common units on a one-for-one basis on August 16, 2019. For purposes of calculating net income per common and subordinated unit, the conversion of the subordinated units is deemed to have occurred on July 1, 2019. See Note 3 - Net Income Per Limited Partner and General Partner Interest.


























The accompanying notes are an integral part of these consolidated financial statements.


7



 
Limited Partners
 
 
 
 
 
 
 
Common
 
Subordinated
 
General Partner
 
Accumulated Other Comprehensive Income (Loss)
 
Total
Balance at December 31, 2017
$
205,974

 
$
(15,225
)
 
$
11,964

 
$
10,443

 
$
213,156

(unaudited)
 
 
 
 
 
 
 
 
 
Net Income
12,477

 
9,108

 
372

 

 
21,957

Unitholder Distributions
(8,153
)
 
(5,951
)
 
(242
)
 

 
(14,346
)
Unit-Based Compensation
359

 

 

 

 
359

Units Withheld for Taxes
(899
)
 

 

 

 
(899
)
Actuarially Determined Long-Term Liability Adjustments

 

 

 
(2
)
 
(2
)
Balance at March 31, 2018
$
209,758

 
$
(12,068
)
 
$
12,094

 
$
10,441

 
$
220,225

Net Income
11,013

 
8,035

 
328

 

 
19,376

Unitholder Distributions
(8,153
)
 
(5,950
)
 
(244
)
 

 
(14,347
)
Unit-Based Compensation
508

 

 

 

 
508

Actuarially Determined Long-Term Liability Adjustments

 

 

 
(2
)
 
(2
)
Balance at June 30, 2018
$
213,126

 
$
(9,983
)
 
$
12,178

 
$
10,439

 
$
225,760

Net Income
4,914

 
3,585

 
146

 

 
8,645

Unitholder Distributions
(8,154
)
 
(5,951
)
 
(243
)
 

 
(14,348
)
Unit-Based Compensation
503

 

 

 

 
503

Units Withheld for Taxes
(13
)
 

 

 

 
(13
)
Actuarially Determined Long-Term Liability Adjustments

 

 

 
(2
)
 
(2
)
Balance at September 30, 2018
$
210,376

 
$
(12,349
)
 
$
12,081

 
$
10,437

 
$
220,545






































The accompanying notes are an integral part of these consolidated financial statements.

8



CONSOL COAL RESOURCES LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(unaudited)
 
Nine Months Ended
September 30,
 
2019
 
2018
Cash Flows from Operating Activities:
 
 
 
Net Income
$
36,577

 
$
49,978

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
 
 
 
Depreciation, Depletion and Amortization
33,639

 
33,769

Loss (Gain) on Sale of Assets
5

 
(62
)
Unit-Based Compensation
1,082

 
1,370

Changes in Operating Assets:
 
 
 
Accounts and Notes Receivable
(4,353
)
 
13,393

Inventories
(273
)
 
278

Prepaid Expenses
(1,998
)
 
(1,708
)
Changes in Other Assets
1,610

 
531

Changes in Operating Liabilities:
 
 
 
Accounts Payable
(2,041
)
 
680

Accounts Payable—Related Party
(949
)
 
(1,498
)
Other Operating Liabilities
3,645

 
(2,483
)
Changes in Other Liabilities
561

 
886

Net Cash Provided by Operating Activities
67,505

 
95,134

Cash Flows from Investing Activities:
 
 
 
Capital Expenditures
(29,354
)
 
(20,256
)
Proceeds from Sales of Assets
4

 
170

Net Cash Used in Investing Activities
(29,350
)
 
(20,086
)
Cash Flows from Financing Activities:
 
 
 
Payments on Finance Leases
(2,853
)
 
(2,125
)
Net Proceeds from (Payments on) Related Party Long-Term Notes
18,400

 
(29,583
)
Payments for Unitholder Distributions
(43,214
)
 
(43,041
)
Units Withheld for Taxes
(880
)
 
(912
)
Net Cash Used in Financing Activities
(28,547
)
 
(75,661
)
Net Increase (Decrease) in Cash
9,608

 
(613
)
Cash at Beginning of Period
1,003

 
1,533

Cash at End of Period
$
10,611

 
$
920

 
 
 
 
Non-Cash Investing and Financing Activities:
 
 
 
Finance Lease
$

 
$
11,495

Longwall Shield Rebuild
959

 







The accompanying notes are an integral part of these consolidated financial statements.

9



CONSOL COAL RESOURCES LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per unit amounts)
NOTE 1—BASIS OF PRESENTATION:

The accompanying unaudited Consolidated Financial Statements were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

For the three and nine months ended September 30, 2019 and 2018, the unaudited Consolidated Financial Statements include the accounts of CONSOL Operating and CONSOL Thermal Holdings, wholly owned and controlled subsidiaries.

The Partnership is a master limited partnership formed on March 16, 2015 to manage and further develop all of our sponsor's active coal operations in Pennsylvania. As of September 30, 2019, the Partnership's assets are comprised of a 25% undivided interest in, and operational control over, the Pennsylvania Mining Complex. The Partnership's common units trade on the New York Stock Exchange under the ticker symbol “CCR.”

Recent Accounting Pronouncements:

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15 - Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40) to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. The amendments in update 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements of capitalizing implementation costs incurred to develop or obtain internal-use software. These changes will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Management does not expect this update to have a material impact on the Partnership's financial statements.

In August 2018, the FASB issued ASU 2018-14 - Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20) to improve the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by GAAP. The amendments modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. These changes will be effective for fiscal years ending after December 15, 2020, including interim periods within those fiscal years. Management is currently evaluating the impact this guidance may have on the Partnership's financial statements.

In August 2018, the FASB issued ASU 2018-13 - Fair Value Measurement (Topic 820) to improve the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by GAAP. The amendments modify the disclosure requirements on fair value measurements, including the consideration of costs and benefits. These changes will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Management does not expect this update to have a material impact on the Partnership's financial statements.

In June 2016, the FASB issued ASU 2016-13 - Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which provides financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this, the amendments in this ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The measurement of expected credit losses will be based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. In May 2019, the FASB updated Topic 326 by issuing ASU 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief, which provides entities that have certain instruments within the scope of Subtopic 326-20, Financial Instruments-Credit Losses - Measured at Amortized Cost, with an option to irrevocably elect the fair value option in Subtopic 825-10, Financial Instruments-Overall, applied on an instrument-by-instrument basis for eligible instruments, upon adoption of Topic 326. The amendments in these updates will be applied using a modified-retrospective approach and, for public entities, are effective for fiscal years beginning after December 15, 2019 and interim periods within those annual periods. Management does not expect this update to have a material impact on the Partnership's financial statements.

10



Reclassifications:

Certain amounts in prior periods have been reclassified to conform with the report classifications of the current period, including the reclassification of the Current Portion of Long-Term Debt, previously included in Other Accrued Liabilities on the Consolidated Balance Sheets. These reclassifications had no effect on previously reported Total Current Liabilities and are not material to the prior year presentation.

NOTE 2—REVENUE:

The following table disaggregates our revenue by major source for the three and nine months ended September 30, 2019 and September 30, 2018:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Coal Revenue
$
75,385

 
$
73,700

 
$
246,166

 
$
254,126

Freight Revenue
900

 
611

 
3,529

 
9,444

Total Revenue from Contracts with Customers
$
76,285

 
$
74,311

 
$
249,695

 
$
263,570



Our revenue is recognized when title passes to the customer. We have determined that each ton of coal represents a separate and distinct performance obligation. Our coal supply contracts and other sales and operating revenue contracts vary in length from short-term to long-term contracts and do not typically have significant financing components.

The estimated transaction price from each of our contracts is based on the total amount of consideration to which we expect to be entitled under the contract. Included in the transaction price for certain coal supply contracts is the impact of variable consideration, including quality price adjustments, handling services, per-ton price fluctuations based on certain coal sales price indices and anticipated payments in lieu of shipments. The estimated transaction price for each contract is allocated to our performance obligations based on relative standalone selling prices determined at contract inception.

Coal Revenue

Revenues are recognized when title passes to the customers and the price is fixed and determinable. Generally, title passes when coal is loaded at the central preparation facility and, on occasion, at terminal locations or other customer destinations. Our coal contract revenue per ton is fixed and determinable and adjusted for nominal quality adjustments. Some coal contracts also contain positive electric power price-related adjustments in addition to a fixed base-price per ton. None of the Partnership's coal contracts allow for retroactive adjustments to pricing after title to the coal has passed.

Some of our contracts span multiple years and have annual pricing modification provisions, based upon market-driven or inflationary adjustments, where no additional value is exchanged. Also, some of our contracts contain favorable electric power price-related adjustments, which represent market-driven price adjustments, wherein there is no additional value exchanged. Management believes that the invoice price is the most appropriate rate at which to recognize revenue.

While we do, from time to time, experience costs of obtaining coal customer contracts with amortization periods greater than one year, those costs have been immaterial to our net income. As of and for the three and nine months ended September 30, 2019 and September 30, 2018, we do not have any capitalized costs to obtain customer contracts on our balance sheet nor have we recognized any amortization of previously existing capitalized costs of obtaining customer contracts. Further, the Partnership has not recognized any revenue in the current period from performance obligations satisfied (or partially satisfied) in previous periods.

Freight Revenue

Some of our coal contracts require that we sell our coal at locations other than our central preparation plant. The cost to transport our coal to the ultimate sales point is passed through to our customers and we recognize the freight revenue equal to the transportation cost when title of the coal passes to the customer.

Contract Balances

Contract assets are recorded as trade receivables and reported separately in the Partnership's unaudited Consolidated Balance Sheets from other contract assets as title passes to the customer and the Partnership's right to consideration becomes

11



unconditional. Payments for coal shipments are typically due within two to four weeks of the invoice date. The Partnership typically does not have material contract assets that are stated separately from trade receivables as the Partnership's performance obligations are satisfied as control of the goods or services passes to the customer, thereby granting the Partnership an unconditional right to receive consideration. Contract liabilities relate to consideration received in advance of the satisfaction of the Partnership's performance obligations. Contract liabilities are recognized as revenue at the point in time when control of the good or service passes to the customer.
NOTE 3—NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST:
The Partnership allocates net income among our general partner and limited partners using the two-class method in accordance with applicable authoritative accounting guidance. Under the two-class method, we allocate our net income to our limited partners and our general partner in accordance with the terms of our Partnership Agreement. We also allocate any earnings in excess of distributions to our limited partners and our general partner in accordance with the terms of our Partnership Agreement. We allocate any distributions in excess of earnings for the period to our general partner and our limited partners based on their respective proportionate ownership interests in us, after taking into account distributions to be paid with respect to the incentive distribution rights, as set forth in the Partnership Agreement.
Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or agreements to issue common units, such as awards under the long-term incentive plan, were exercised, settled or converted into common units. When it is determined that potential common units resulting from an award subject to performance or market conditions should be included in the diluted net income per limited partner unit calculation, the impact is reflected by applying the treasury stock method.

On August 16, 2019, all 11,611,067 subordinated units were converted into common units on a one-for-one basis. For purposes of calculating net income per common and subordinated unit, the conversion of the subordinated units is deemed to have occurred on July 1, 2019. The conversion did not impact the amount of the cash distribution paid or the total number of the Partnership’s outstanding units representing limited partner interests. Upon payment of the cash distribution for the second quarter of 2019, the financial requirements for the conversion of all subordinated units were satisfied.

The following table illustrates the Partnership’s calculation of net income per unit for common units and subordinated units (in thousands, except for per unit information):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Net Income
$
6,970

 
$
8,645

 
$
36,577

 
$
49,978

Less: General Partner Interest in Net Income
118

 
146

 
617

 
846

Net Income Allocable to Limited Partner Units
$
6,852

 
$
8,499

 
$
35,960

 
$
49,132

 
 
 
 
 
 
 
 
Limited Partner Interest in Net Income - Common Units
$
6,852

 
$
4,914

 
$
23,729

 
$
28,404

Limited Partner Interest in Net Income - Subordinated Units

 
3,585

 
12,231

 
20,728

Limited Partner Interest in Net Income - Basic & Diluted
$
6,852

 
$
8,499

 
$
35,960

 
$
49,132

 
 
 
 
 
 
 
 
Weighted Average Limited Partner Units Outstanding - Basic
27,632,770

 
27,521,519

 
27,618,396

 
27,508,275

 
 
 
 
 
 
 
 
Weighted Average Limited Partner Units Outstanding - Diluted
27,667,477

 
27,628,202

 
27,654,684

 
27,592,838

 
 
 
 
 
 
 
 
Net Income Per Limited Partner Unit - Basic
 
 
 
 
 
 
 
 Common Units
$
0.25

 
$
0.31

 
$
1.30

 
$
1.79

 Subordinated Units
$

 
$
0.31

 
$
1.05

 
$
1.79

Net Income Per Limited Partner Unit - Basic
$
0.25

 
$
0.31

 
$
1.30

 
$
1.79

 
 
 
 
 
 
 
 
Net Income Per Limited Partner Unit - Diluted
 
 
 
 
 
 
 
 Common Units
$
0.25

 
$
0.31

 
$
1.30

 
$
1.78

 Subordinated Units
$

 
$
0.31

 
$
1.05

 
$
1.79

Net Income Per Limited Partner Unit - Diluted
$
0.25

 
$
0.31

 
$
1.30

 
$
1.78



12


There were zero phantom units excluded from the computation of the diluted earnings per unit, because their effect would be anti-dilutive for the three and nine months ended September 30, 2019 and 2018.
NOTE 4—INVENTORIES:
 
September 30,
2019
 
December 31,
2018
Coal
$
993

 
$
1,160

Supplies
10,346

 
9,906

      Total Inventories
$
11,339

 
$
11,066



Inventories are stated at the lower of cost or net realizable value. The cost of coal inventories is determined by the first-in, first-out (FIFO) method. Coal inventory costs include labor, supplies, equipment costs, operating overhead, depreciation, depletion and amortization, and other related costs. The cost of supplies inventory is determined by the average cost method and includes operating and maintenance supplies to be used in our coal operations.
NOTE 5—PROPERTY, PLANT AND EQUIPMENT:

 
September 30,
2019
 
December 31,
2018
Coal and Other Plant and Equipment
$
663,048

 
$
636,105

Coal Properties and Surface Lands
123,933

 
122,679

Airshafts
105,148

 
102,275

Mine Development
81,538

 
81,538

Advance Mining Royalties
3,751

 
3,701

Total Property, Plant and Equipment
977,418

 
946,298

Less: Accumulated Depreciation, Depletion and Amortization
559,538

 
526,747

Total Property, Plant and Equipment, Net
$
417,880

 
$
419,551



Coal reserves are controlled either through fee ownership or by lease. The duration of the leases vary; however, the lease terms generally are extended automatically to the exhaustion of economically recoverable reserves, as long as active mining continues. Coal interests held by lease provide the same rights as fee ownership for mineral extraction and are legally considered real property interests.

As of September 30, 2019 and December 31, 2018, property, plant and equipment includes gross assets under finance lease of $11,879 and $11,919, respectively. Accumulated amortization for finance leases was $6,380 and $3,529 at September 30, 2019 and December 31, 2018, respectively. Amortization expense for assets under finance leases approximated $966 and $967 for the three months ended and $2,899 and $2,262 for the nine months ended September 30, 2019 and September 30, 2018, respectively, and is included in Depreciation, Depletion and Amortization in the accompanying unaudited Consolidated Statements of Operations.
NOTE 6—LEASES:
        
On January 1, 2019, the Partnership adopted Accounting Standards Codification (“ASC”) Topic 842 using the transition option, “Comparatives Under 840 Option,” established by ASU 2018-11, Leases (Topic 842), Targeted Improvements. As allowed under this guidance, the Partnership elected not to recast the comparative periods presented when transitioning to ASC 842. As most of the Partnership's leases do not provide an implicit rate, the Partnership has taken a portfolio approach of applying its incremental borrowing rate based on the information available at the adoption date to calculate the present value of lease payments over the lease term. The Partnership has elected the package of practical expedients permitted under the transition guidance within the standard, which allows the Partnership (1) to not reassess whether any expired or existing contracts are or contain leases, (2) to not reassess the lease classification for any expired or existing leases, and (3) to not reassess initial direct costs for any existing leases. The Partnership has also elected the practical expedient to not evaluate land easements that existed or expired before its adoption of Topic 842 and the practical expedient to not separate lease and non-lease components; that is, to account lease and non-lease components in a contract as a single lease component for all classes of underlying assets. Further, the Partnership made an accounting policy election to keep leases with an initial term of twelve

13



months or less off the Consolidated Balance Sheets. The Partnership will recognize those lease payments in the unaudited Consolidated Statements of Operations over the lease term. For the three and nine months ended September 30, 2019, these short term lease expenses were not material to the Partnership's financial statements.

Based on the Partnership's lease portfolio, the standard had a material impact on the Partnership’s unaudited Consolidated Balance Sheets, but did not have a significant impact on the Partnership’s consolidated net earnings and cash flows. The most significant impact was the recognition of Right of Use (“ROU”) assets and lease liabilities for operating leases, while the accounting for finance leases remained substantially unchanged. The Partnership's bank covenants were not affected by this update. The Partnership recorded operating lease ROU assets and operating lease liabilities of approximately $20 million as of January 1, 2019, primarily related to mining equipment, based on the present value of the future lease payments on the date of adoption.

The Partnership determines if an arrangement is an operating or finance lease at inception of the applicable lease. For leases where the Partnership is the lessee, ROU assets represent the Partnership’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Partnership’s leases do not provide an implicit interest rate, the Partnership uses its incremental borrowing rate based on the information available on the commencement date in determining the present value of lease payments. The ROU asset also consists of any prepaid lease payments, lease incentives received, and costs which will be incurred in exiting a lease. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Partnership will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while the expense for finance leases is recognized as depreciation expense and interest expense using the interest method of recognition.

The Partnership has operating leases for mining or other equipment used in operations and office space. Many leases include one or more options to renew, some of which include options to extend the leases, and some leases include options to terminate or buy out the leases within a set period of time. In some of the Partnership’s lease agreements, the rental payments are adjusted periodically to reflect actual charges incurred for inflation and/or changes in other indexes. Many of our operating lease payments for mining equipment contain a variable component which is calculated based upon production metrics such as feet of advance or raw tonnage mined. While most of our leases contain clauses regarding the general condition of the equipment upon lease termination, they do not contain residual value guarantees.

For the three and nine ended September 30, 2019, the components of operating lease expense were as follows:
 
Three Months Ended
September 30, 2019
 
Nine Months Ended
September 30, 2019
Fixed Operating Lease Expense
$
1,494

 
$
4,674

Variable Operating Lease Expense
711

 
2,303

Total Operating Lease Expense
$
2,205

 
$
6,977

Supplemental cash flow information related to the Partnership’s operating leases for the nine months ended September 30, 2019 was as follows:
Cash Paid for Amounts Included in the Measurement of Operating Lease Liabilities
$
2,367

ROU Assets Obtained in Exchange for Operating Lease Obligations
$


    
The following table presents the lease balances within the unaudited Consolidated Balance Sheets, weighted average lease term, and weighted average discount rates related to the Partnership’s operating leases as of September 30, 2019:

14



Lease Assets and Liabilities
Classification
Amount
Assets:
 
 
Operating Lease ROU Assets
Other Assets
$
16,855

 
 
 
Liabilities:
 
 
Current:
 
 
     Operating Lease Liabilities
Other Accrued Liabilities
$
3,829

Long-Term:
 
 
     Operating Lease Liabilities
Operating Lease Liabilities
$
14,224

Total Operating Lease Liabilities
 
$
18,053

 
 
 
Weighted Average Remaining Lease Term (in Years)
 
4.10

Weighted Average Discount Rate
 
6.7
%

The Partnership also enters into finance leases for mining equipment and automobiles. Assets arising from finance leases are included in Property, Plant and Equipment, Net and the liabilities are included in Other Accrued Liabilities and Long-Term Debt in the Partnership's unaudited Consolidated Balance Sheets.

For the three and nine months ended September 30, 2019, the components of finance lease expense were as follows:
 
Three Months Ended
September 30, 2019
 
Nine Months Ended
September 30, 2019
Amortization of Right of Use Assets
$
966

 
$
2,899

Interest Expense
$
83

 
$
288

The following table presents the weighted average lease term and weighted average discount rates related to the Partnership’s finance leases as of September 30, 2019:
Weighted Average Remaining Lease Term (in Years)
1.45

Weighted Average Discount Rate
5.24
%

The following table presents the future maturities of the Partnership’s operating and finance lease liabilities, together with the present value of the net minimum lease payments, at September 30, 2019:

Finance Leases
Operating Leases
Remainder of 2019
$
700

$
2,114

2020
4,179

5,722

2021
1,054

5,483

2022
14

3,029

2023
11

1,314

Thereafter

2,941

Total minimum lease payments
$
5,958

$
20,603

Less amount representing interest
233

2,550

Present value of minimum lease payments
$
5,725

$
18,053


As of September 30, 2019, the Partnership had no additional significant operating or finance leases that had not yet commenced.

15



NOTE 7—OTHER ACCRUED LIABILITIES:

 
September 30,
2019
 
December 31, 2018
Subsidence Liability
$
23,301

 
$
20,883

Accrued Payroll and Benefits
3,677

 
2,693

Accrued Interest (Related Party)
2,300

 
1,767

Accrued Other Taxes
534

 
1,071

Other
1,345

 
2,440

Current Portion of Long-Term Liabilities:
 
 
 
Operating Lease Liability
3,829

 

Workers’ Compensation
1,985

 
1,554

Asset Retirement Obligations
954

 
1,202

Pneumoconiosis Benefits
146

 
165

Long-Term Disability
121

 
141

Total Other Accrued Liabilities
$
38,192

 
$
31,916


NOTE 8—LONG-TERM DEBT:

 
September 30,
2019
 
December 31,
2018
Affiliated Company Credit Agreement (4.00% and 3.75% interest rate at September 30, 2019 and December 31, 2018, respectively)
$
181,400

 
$
163,000

Other Asset-Backed Financing Maturing in December 2020, 6.35% Weighted Average Interest Rate at September 30, 2019
959

 

 
182,359

 
163,000

Less: Amounts Due in One Year*
959

 

Long-Term Debt
$
181,400

 
$
163,000



* Excludes current portion of Finance Lease Obligations of $3,640 and at $3,503 at September 30, 2019 and December 31, 2018, respectively.
    
On November 28, 2017, the Partnership and the other Credit Parties entered into the Affiliated Company Credit Agreement by and among the Credit Parties, CONSOL Energy, as lender and administrative agent, and PNC. On March 28, 2019, the Affiliated Company Credit Agreement was amended to extend the maturity date from February 27, 2023 to December 28, 2024. The Affiliated Company Credit Agreement provides for a revolving credit facility in an aggregate principal amount of up to $275,000 to be provided by CONSOL Energy, as lender. In connection with the Partnership’s entry into the Affiliated Company Credit Agreement, the Partnership made an initial draw of $200,583, the net proceeds of which were used to repay the amounts outstanding under the Partnership's prior credit facility. Additional drawings under the Affiliated Company Credit Agreement are available for general partnership purposes. The obligations under the Affiliated Company Credit Agreement are guaranteed by the Partnership’s subsidiaries and secured by substantially all of the assets of the Partnership and its subsidiaries pursuant to the security agreement and various mortgages.

Interest on outstanding obligations under our Affiliated Company Credit Agreement accrues at a fixed rate ranging from 3.75% to 4.75%, depending on the total net leverage ratio. The unused portion of our Affiliated Company Credit Agreement is subject to a commitment fee of 0.50% per annum.

The Partnership had available capacity under the Affiliated Company Credit Agreement of $93,600 and $112,000 as of September 30, 2019 and December 31, 2018, respectively. Interest on outstanding borrowings under the Affiliated Company Credit Agreement was accrued at a rate of 4.00% and 3.75% as of September 30, 2019 and December 31, 2018, respectively. The Affiliated Company Credit Agreement contains certain covenants and conditions that, among other things, limit the Partnership’s ability to: (i) incur or guarantee additional debt; (ii) make cash distributions (subject to certain limited exceptions); provided that we will be able to make cash distributions of available cash to partners so long as no event of default

16



is continuing or would result therefrom; (iii) incur certain liens or permit them to exist; (iv) make particular investments and loans; provided that we will be able to increase our ownership percentage of our undivided interest in the Pennsylvania Mining Complex and make investments in the Pennsylvania Mining Complex in accordance with our ratable ownership; (v) enter into certain types of transactions with affiliates; (vi) merge or consolidate with another company; and (vii) transfer, sell or otherwise dispose of assets. The Partnership is also subject to covenants that require the Partnership to maintain certain financial ratios.

For example, the Partnership is obligated to maintain at the end of each fiscal quarter (a) maximum first lien gross leverage ratio of 2.75 to 1.00 and (b) a maximum total net leverage ratio of 3.25 to 1.00, each of which will be calculated on a consolidated basis for the Partnership and its restricted subsidiaries at the end of each fiscal quarter. At September 30, 2019, the Partnership was in compliance with its debt covenants with the first lien gross leverage ratio at 1.73 to 1.00 and the total net leverage ratio at 1.64 to 1.00.

During the nine months ended September 30, 2019, the Partnership entered into an asset-backed financing arrangement related to certain equipment. The equipment, which has an approximate value of $959, fully collateralizes the loan.
NOTE 9—COMPONENTS OF COAL WORKERS’ PNEUMOCONIOSIS (CWP) AND WORKERS’ COMPENSATION NET PERIODIC BENEFIT COSTS:

The Partnership is obligated to CONSOL Energy for medical and disability benefits to certain CPCC employees and their dependents resulting from occurrences of coal workers’ pneumoconiosis disease and is also obligated to CONSOL Energy to compensate certain individuals who are entitled benefits under workers’ compensation laws.

 
CWP
 
Workers Compensation
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
Service Cost
$
200

 
$
372

 
$
600

 
$
1,117

 
$
349

 
$
366

 
$
1,046

 
$
1,098

Interest Cost
49

 
36

 
146

 
108

 
41

 
35

 
124

 
105

Amortization of Actuarial (Gain) Loss
6

 
(5
)
 
19

 
(16
)
 
(12
)
 
(1
)
 
(37
)
 
(4
)
State Administrative Fees and Insurance Bond Premiums

 

 

 

 
53

 
18

 
149

 
47

Net Periodic Benefit Cost
$
255

 
$
403

 
$
765

 
$
1,209

 
$
431

 
$
418

 
$
1,282

 
$
1,246


NOTE 10—FAIR VALUE OF FINANCIAL INSTRUMENTS:

The Partnership determines the fair value of assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. The fair value hierarchy is based on whether the inputs to valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources (including LIBOR-based discount rates), while unobservable inputs reflect the Partnership’s own assumptions of what market participants would use.

The fair value hierarchy includes three levels of inputs that may be used to measure fair value as described below.

Level One - Quoted prices for identical instruments in active markets.

Level Two - The fair value of the assets and liabilities included in Level 2 are based on standard industry income approach models that use significant observable inputs, including LIBOR-based discount rates.

Level Three - Unobservable inputs significant to the fair value measurement supported by little or no market activity. The significant unobservable inputs used in the fair value measurement of the Partnership’s third party guarantees are the credit risk of the third party and the third party surety bond markets.


17



In those cases when the inputs used to measure fair value meet the definition of more than one level of the fair value hierarchy, the lowest level input that is significant to the fair value measurement in its totality determines the applicable level in the fair value hierarchy.

The following methods and assumptions were used to estimate the fair value for which the fair value option was not elected:

Long-term debt: The fair value of long-term debt is measured using unadjusted quoted market prices or estimated using discounted cash flow analyses. The discounted cash flow analyses are based on current market rates for instruments with similar cash flows.

The carrying amounts and fair values of financial instruments for which the fair value option was not elected are as follows:
 
September 30, 2019
 
December 31, 2018
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Affiliated Company Credit Agreement - Related Party
$
181,400

 
$
181,400

 
$
163,000

 
$
163,000


The Partnership’s debt obligations are valued through reference to the applicable underlying benchmark rate and, as a result, constitute Level 2 fair value measurements.
NOTE 11—COMMITMENTS AND CONTINGENT LIABILITIES:

The Partnership is subject to various lawsuits and claims with respect to such matters as personal injury, wrongful death, damage to property, exposure to hazardous substances, governmental regulations (including environmental remediation), employment and contract disputes and other claims and actions arising out of the normal course of its business. We accrue the estimated loss for these lawsuits and claims when the loss is probable and can be estimated. Our current estimated accruals related to these pending claims, individually and in the aggregate, are immaterial to the financial position, results of operations or cash flows of the Partnership. It is possible that the aggregate loss in the future with respect to these lawsuits and claims could ultimately be material to the financial position, results of operations or cash flows of the Partnership; however, such amounts cannot be reasonably estimated.

At September 30, 2019, the Partnership was contractually obligated to CONSOL Energy for financial guarantees and letters of credit to certain third parties which were issued by CONSOL Energy on behalf of the Partnership. The maximum potential total of future payments that we could be required to make under these instruments is $99,075. The instruments are comprised of $1,629 of letters of credit expiring within the next year, $88,834 of environmental surety bonds expiring within the next three years, and $8,612 of employee-related and other surety bonds expiring within the next three years. Employee-related financial guarantees have primarily been provided to support various state workers’ compensation and federal black lung self-insurance programs. Environmental financial guarantees have primarily been provided to support various performance bonds related to reclamation and other environmental issues. Other guarantees have been extended to support insurance policies, legal matters, full and timely payments of mining equipment leases, and various other items necessary in the normal course of business. These amounts have not been reduced for potential recoveries under recourse or collateralization provisions. Generally, recoveries under reclamation bonds would be limited to the extent of the work performed at the time of the default. No amounts related to these financial guarantees and letters of credit are recorded as liabilities on the financial statements. The Partnership’s management believes that these guarantees will expire without being funded, and therefore the commitments will not have a material adverse effect on the financial condition of the Partnership.

NOTE 12RECEIVABLES FINANCING AGREEMENT

On November 30, 2017, (i) CONSOL Marine Terminals LLC, as an originator of receivables, (ii) CPCC, as an originator of receivables and as initial servicer of the receivables for itself and the other originators (collectively, the “Originators”), each a wholly owned subsidiary of CONSOL Energy, and (iii) CONSOL Funding LLC (the “SPV”), as buyer, entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”). Concurrently, (i) CONSOL Thermal Holdings, as sub-originator, and (ii) CPCC, as buyer and as initial servicer of the receivables for itself and CONSOL Thermal Holdings, entered into a Sub-Originator Agreement (the “Sub-Originator PSA”). In addition, on that date, the SPV entered into a Receivables Financing Agreement (the “Receivables Financing Agreement”) by and among (i) the SPV, as borrower, (ii) CPCC, as initial servicer, (iii) PNC, as administrative agent, LC Bank and lender, and (iv) the additional persons from time to time party thereto as lenders. Together, the Purchase and Sale Agreement, the Sub-Originator PSA and the Receivables

18



Financing Agreement establish the primary terms and conditions of an accounts receivable securitization program (the “Securitization”). On August 30, 2018, the Securitization was amended, among other things, to extend the scheduled termination date to August 30, 2021.

Pursuant to the Securitization, (i) CONSOL Thermal Holdings will sell current and future trade receivables to CPCC and (ii) the Originators will sell and/or contribute current and future trade receivables (including receivables sold to CPCC by CONSOL Thermal Holdings) to the SPV and the SPV will, in turn, pledge its interests in the receivables to PNC, which will either make loans or issue letters of credit on behalf of the SPV. The maximum amount of advances and letters of credit outstanding under the Securitization may not exceed $100,000. Loans under the Securitization will accrue interest at a reserve-adjusted LIBOR market index rate equal to the one-month Eurodollar rate. Loans and letters of credit under the Securitization also will accrue a program fee and participation fee, respectively, ranging from 2.00% to 2.50% per annum, depending on the total net leverage ratio of CONSOL Energy. In addition, the SPV paid certain structuring fees to PNC Capital Markets LLC and will pay other customary fees to the lenders, including a fee on unused commitments. The SPV’s assets and credit are not available to satisfy the debts and obligations owed to the creditors of CONSOL Energy, CONSOL Thermal Holdings or any of the Originators. CONSOL Thermal Holdings, the Originators and CPCC as servicer are independently liable for their own customary representations, warranties, covenants and indemnities. In addition, CONSOL Energy has guaranteed the performance of the obligations of CONSOL Thermal Holdings, the Originators and CPCC as servicer, and will guarantee the obligations of any additional originators or successor servicer that may become party to the Securitization. However, neither CONSOL Energy nor its affiliates will guarantee collectability of receivables or the creditworthiness of obligors thereunder.

The Securitization contains various customary representations and warranties, covenants and default provisions which provide for the termination and acceleration of the commitments and loans under the Securitization in circumstances including, but not limited to, failure to make payments when due, breach of representation, warranty or covenant, certain insolvency events or failure to maintain the security interest in the trade receivables, and defaults under other material indebtedness.

As of September 30, 2019, the Partnership, through CONSOL Thermal Holdings, had sold $27,245 of trade receivables to CPCC. The Partnership has not derecognized the receivables due to its continued involvement in the collections efforts.
NOTE 13RELATED PARTY:

Omnibus Agreement

The Partnership is a party to the Omnibus Agreement, dated September 30, 2016, as amended on November 28, 2017, with our sponsor and certain of its subsidiaries. Under the Omnibus Agreement, we are obligated to make certain payments to, and reimburse, CONSOL Energy for the provision of certain services in connection with our operations.

Charges for services from CONSOL Energy under the Omnibus Agreement include the following:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Operating and Other Costs
$
838

 
$
725

 
$
2,368

 
$
2,172

Selling, General and Administrative Expenses
1,902

 
2,345

 
6,932

 
5,943

Total Services from CONSOL Energy
$
2,740

 
$
3,070

 
$
9,300

 
$
8,115



At September 30, 2019 and December 31, 2018, the Partnership had a net payable to CONSOL Energy in the amount of $2,882 and $3,831, respectively. This payable includes reimbursements for business expenses, executive fees, stock-based compensation and other items under the Omnibus Agreement.

Affiliated Company Credit Agreement

As described in Note 8, the Partnership is also a party to the Affiliated Company Credit Agreement with CONSOL Energy.

For the three and nine months ended September 30, 2019, $2,003 and $5,770, respectively, of interest was incurred under the Affiliated Company Credit Agreement, of which $1,587 and $4,495, respectively, is included in Interest Expense, Net in the unaudited Consolidated Statements of Operations, and $416 and $1,275, respectively, was capitalized and included in

19



Property, Plant and Equipment in the unaudited Consolidated Balance Sheets. For the three and nine months ended September 30, 2018, $1,832 and $5,942, respectively, of interest was incurred under the Affiliated Company Credit Agreement, of which $1,560 and $5,295, respectively, is included in Interest Expense, Net in the unaudited Consolidated Statements of Operations, and $272 and $647, respectively, was capitalized and included in Property, Plant and Equipment in the unaudited Consolidated Balance Sheets. Interest is calculated based upon a fixed rate, determined quarterly, depending on the total net leverage ratio. For the three and nine months ended September 30, 2019, the average interest rate was 3.88% and 3.79%, respectively. For the three and nine months ended September 30, 2018, the average interest rate was 3.87% and 4.04%, respectively. See Note 8 - Long-Term Debt for more information.

Repurchase Program

In May 2019, CONSOL Energy's Board of Directors approved an expansion of the stock, unit and debt repurchase program. The program previously allowed CONSOL Energy to use up to $25 million of the program to purchase the Partnership's outstanding common units in the open market.  CONSOL Energy's Board of Directors approved changing the termination date of the program from June 30, 2019 to June 30, 2020. Also, in accordance with CONSOL Energy’s credit facility covenants, the total amount that can be used for repurchases of the Partnership's outstanding common units was raised to $50 million. During the three and nine months ended September 30, 2019, 19,413 and 26,297 common units were purchased at an average price of $12.88 and $14.05 per unit, respectively. During the three and nine months ended September 30, 2018, 77,536 common units were purchased at an average price of $17.86 per unit, respectively.

Conversion of Subordinated Units

In August 2019, upon payment of the cash distribution with respect to the quarter ended June 30, 2019, the financial requirements for the conversion of all the Partnership's subordinated units were satisfied. As a result, all 11,611,067 subordinated units, owned entirely by CONSOL Energy Inc., were converted into common units on a one-for-one basis. The conversion did not impact the amount of the cash distribution paid or the total number of the Partnership’s outstanding units representing limited partner interests.
NOTE 14—LONG-TERM INCENTIVE PLAN:

Under the CONSOL Coal Resources LP 2015 Long-Term Incentive Plan (the “LTIP”), our general partner may issue long-term equity-based awards to directors, officers and employees of our general partner or its affiliates, or to any consultants, affiliates of our general partner or other individuals who perform services for us. These awards are intended to compensate the recipients thereof based on the performance of our common units and their continued service during the vesting period, as well as to align their long-term interests with those of our unitholders. We are responsible for the cost of awards granted under the LTIP and all determinations with respect to awards to be made under the LTIP will be made by the board of directors of our general partner or any committee thereof that may be established for such purpose or by any delegate of the board of directors or such committee, subject to applicable law, which we refer to as the plan administrator.

The LTIP limits the number of units that may be delivered pursuant to vested awards to 2,300,000 common units, subject to proportionate adjustment in the event of unit splits and similar events. Common units subject to awards that are canceled, forfeited, withheld to satisfy exercise prices or tax withholding obligations or otherwise terminated without delivery of the common units will be available for delivery pursuant to other awards. The Partnership recognizes forfeitures as they occur.

The general partner has granted equity-based phantom units that vest over a period of a recipient’s continued service with the Partnership. The phantom units will be paid in common units or an amount of cash equal to the fair market value of a unit based on the vesting date. The awards may accelerate upon a change in control of the Partnership. Compensation expense is recognized on a straight-line basis over the requisite service period, which is generally the vesting term. The Partnership recognized compensation expense of $344 and $503 for the three months ended and $1,082 and $1,370 for the nine months ended September 30, 2019 and September 30, 2018, respectively, which is included in Selling, General and Administrative Expense in the unaudited Consolidated Statements of Operations. As of September 30, 2019, there is $471 of unearned compensation that will vest over a weighted average period of 0.34 years. The total fair value of phantom units vested during the three months ended September 30, 2019 and September 30, 2018 was $1 and $40, respectively. The total fair value of phantom units vested during the nine months ended September 30, 2019 and September 30, 2018 was $2,906 and $2,508, respectively. The following represents the nonvested phantom units and their corresponding weighted average grant date fair value:

20



 
Number of Units
 
Weighted Average Grant Date Fair Value per Unit
Nonvested at December 31, 2018
223,676

 
$
15.67

Granted
17,190

 
$
17.45

Vested
(158,554
)
 
$
13.41

Forfeited
(2,723
)
 
$
18.95

Nonvested at September 30, 2019
79,589

 
$
18.63



NOTE 15—FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND FINANCE SUBSIDIARY OF POSSIBLE FUTURE PUBLIC DEBT:

The Partnership filed a Registration Statement on Form S-3 (Reg. No. 333-215962) with the SEC on March 10, 2017, which was declared effective by the SEC on March 14, 2017, to register the offer and sale of various securities, including debt securities. The registration statement registers guarantees of debt securities by CONSOL Operating and CONSOL Thermal Holdings (“Subsidiary Guarantors”). The Subsidiary Guarantors are 100% owned by the Partnership and any guarantees by the Subsidiary Guarantors will be full and unconditional and joint and several. In addition, the registration statement also includes CONSOL Coal Finance, which was formed for the sole purpose of co-issuing future debt securities with the Partnership. CONSOL Coal Finance is wholly owned by the Partnership, has no assets or any liabilities and its activities will be limited to co-issuing debt securities and engaging in other activities incidental thereto. The Partnership does not have any other subsidiaries other than the Subsidiary Guarantors and CONSOL Coal Finance. In addition, the Partnership has no assets or operations independent of the Subsidiary Guarantors, and there are no significant restrictions upon the ability of the Subsidiary Guarantors to distribute funds to the Partnership by dividend or loan other than under the Affiliated Company Credit Agreement described in these notes. In the event that more than one of the Subsidiary Guarantors guarantee public debt securities of the Partnership in the future, those guarantees will be full and unconditional and will constitute the joint and several obligations of the Subsidiary Guarantors. None of the assets of the Partnership, the Subsidiary Guarantors or CONSOL Coal Finance represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act of 1933, as amended.
NOTE 16—SUBSEQUENT EVENTS:

On October 30, 2019, the Board of Directors of our general partner declared a cash distribution of $0.5125 per unit for the quarter ended September 30, 2019 to the limited partner unitholders and the holder of the general partner interest. The cash distribution will be paid on November 15, 2019 to the unitholders of record at the close of business on November 11, 2019.

21




ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless otherwise indicated, the following discussion and analysis of the financial condition and results of operations of our Partnership reflect a 25% undivided interest in the assets, liabilities and results of operations of the Pennsylvania Mining Complex. As used in the following discussion and analysis of the financial condition and results of operations of our Partnership, the terms “we,” “our,” “us,” or like terms refer to the Partnership with respect to its 25% undivided interest in the Pennsylvania Mining Complex’s combined assets, liabilities, revenues and costs. All amounts except per unit or per ton are displayed in thousands.
Overview

We are a master limited partnership formed in 2015 to manage and further develop all of our sponsor's active coal operations in Pennsylvania. Our primary strategy for growing our business and increasing distributions to our unitholders is to increase operating efficiencies to maximize realizations and make acquisitions that increase our distributable cash flow. At September 30, 2019, the Partnership’s assets include a 25% undivided interest in, and operational control over, CONSOL Energy’s Pennsylvania Mining Complex, which consists of three underground mines and related infrastructure that produce high-Btu coal that is sold primarily to electric utilities in the eastern United States. We believe that our ability to efficiently produce and deliver large volumes of high-quality coal at competitive prices, the strategic location of our mines, and the industry experience of our management team position us as a leading producer of high-Btu thermal coal in the Northern Appalachian Basin and the eastern United States.

How We Evaluate Our Operations

Our management team uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability. The metrics include: (i) coal production, sales volumes and average revenue per ton; (ii) cost of coal sold, a non-GAAP financial measure; (iii) cash cost of coal sold, a non-GAAP financial measure; (iv) average cash margin per ton, an operating ratio derived from non-GAAP financial measures; (v) adjusted EBITDA, a non-GAAP financial measure; and (vi) distributable cash flow, a non-GAAP financial measure.

Cost of coal sold, cash cost of coal sold, average cash margin per ton, adjusted EBITDA and distributable cash flow normalize the volatility contained within comparable GAAP measures by adjusting certain non-operating or non-cash transactions. Each of these non-GAAP metrics are used as supplemental financial measures by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:

• 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 to make distributions to our partners;

• 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.
   
These non-GAAP financial measures should not be considered an alternative to total costs, total coal revenue, net income, operating cash flow, or any other measure of financial performance or liquidity presented in accordance with GAAP. These measures exclude some, but not all, items that affect net income or net cash, and these measures and the way we calculate them may vary from those of other companies. As a result, the items presented below may not be comparable to similarly titled measures of other companies.

Reconciliation of Non-GAAP Financial Measures

We evaluate our cost of coal sold and cash cost of coal sold on a cost per ton basis. Our cost of coal sold per ton represents our costs of coal sold divided by the tons of coal we sell. We define cost of coal sold as operating and other

22


production costs related to produced tons sold, along with changes in coal inventory, both in volumes and carrying values. The cost of coal sold per ton includes items such as direct operating costs, royalty and production taxes, direct administration, and depreciation, depletion and amortization costs on production assets. Our costs exclude any indirect costs such as selling, general and administrative costs, freight expenses, interest expenses, depreciation, depletion and amortization costs on non-production assets and other costs not directly attributable to the production of coal. The GAAP measure most directly comparable to cost of coal sold is total costs. The cash cost of coal sold includes cost of coal sold less depreciation, depletion and amortization cost on production assets. The GAAP measure most directly comparable to cash cost of coal sold is total costs.
    
The following table presents a reconciliation of cost of coal sold and cash cost of coal sold to total costs, the most directly comparable GAAP financial measure, on a historical basis for each of the periods indicated (in thousands).
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Total Costs
$
70,411

 
$
66,669

 
$
216,558

 
$
217,894

Freight Expense
(900
)
 
(611
)
 
(3,529
)
 
(9,444
)
Selling, General and Administrative Expenses
(2,840
)
 
(3,899
)
 
(10,353
)
 
(10,260
)
Interest Expense, Net
(1,587
)
 
(1,560
)
 
(4,495
)
 
(5,295
)
Other Costs (Non-Production)
(983
)
 
(1,545
)
 
(4,154
)
 
(9,810
)
Depreciation, Depletion and Amortization (Non-Production)
(519
)
 
(542
)
 
(1,605
)
 
(1,625
)
Cost of Coal Sold
$
63,582

 
$
58,512

 
$
192,422

 
$
181,460

Depreciation, Depletion and Amortization (Production)
(10,567
)
 
(10,517
)
 
(32,034
)
 
(32,144
)
Cash Cost of Coal Sold
$
53,015

 
$
47,995

 
$
160,388

 
$
149,316


We define average cash margin per ton as average coal revenue per ton, net of average cash cost of coal sold per ton. The GAAP measure most directly comparable to average cash margin per ton sold is total coal revenue.

The following table presents a reconciliation of average cash margin per ton sold to total coal revenue, the most directly comparable GAAP financial measure, on a historical basis for each of the periods indicated (in thousands, except per ton information).
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Total Coal Revenue
$
75,385

 
$
73,700

 
$
246,166

 
$
254,126

Operating and Other Costs
53,998

 
49,540

 
164,542

 
159,126

Less: Other Costs (Non-Production)
(983
)
 
(1,545
)
 
(4,154
)
 
(9,810
)
Cash Cost of Coal Sold
53,015

 
47,995

 
160,388

 
149,316

Add: Depreciation, Depletion and Amortization
11,086

 
11,059

 
33,639

 
33,769

Less: Depreciation, Depletion and Amortization (Non-Production)
(519
)
 
(542
)
 
(1,605
)
 
(1,625
)
Cost of Coal Sold
$
63,582

 
$
58,512

 
$
192,422

 
$
181,460

Total Tons Sold
1,618

 
1,561

 
5,145

 
5,175

Average Revenue Per Ton Sold
$
46.59

 
$
47.21

 
$
47.84

 
$
49.11

Average Cash Cost of Coal Sold Per Ton
32.78

 
30.88

 
31.16

 
28.87

Add: Depreciation, Depletion and Amortization Costs Per Ton Sold
6.51

 
6.60

 
6.23

 
6.20

Average Cost of Coal Sold Per Ton
$
39.29

 
$
37.48

 
$
37.39

 
$
35.07

Average Margin Per Ton Sold
7.30

 
9.73

 
10.45

 
14.04

Add: Total Depreciation, Depletion and Amortization Costs Per Ton Sold
6.51

 
6.60

 
6.23

 
6.20

Average Cash Margin Per Ton Sold
$
13.81

 
$
16.33

 
$
16.68

 
$
20.24


23


         
We define adjusted EBITDA as (i) net income (loss) before net interest expense, depreciation, depletion and amortization, as adjusted for (ii) certain non-cash items, such as long-term incentive awards including phantom units under the CONSOL Coal Resources LP 2015 Long-Term Incentive Plan (“Unit-Based Compensation”). The GAAP measure most directly comparable to adjusted EBITDA is net income.

We define distributable cash flow as (i) net income before net interest expense, depreciation, depletion and amortization, as adjusted for (ii) certain non-cash items, such as Unit-Based Compensation, less net cash interest paid and estimated maintenance capital expenditures, which is defined as those forecasted average capital expenditures required to maintain, over the long-term, the operating capacity of our capital assets. These estimated capital expenditures do not reflect the actual cash capital incurred in the period presented. Distributable cash flow will not reflect changes in working capital balances. The GAAP measures most directly comparable to distributable cash flow are net income and net cash provided by operating activities. We define distribution coverage ratio as a ratio of the distributable cash flow to the distributions, which is the $0.5125 per quarter distribution for all limited partner units, including common and subordinated units, issued for the periods presented.

The following table presents a reconciliation of adjusted EBITDA to net income, the most directly comparable GAAP financial measure, on a historical basis for each of the periods indicated (in thousands). The table also presents a reconciliation of distributable cash flow to net income and operating cash flows, the most directly comparable GAAP financial measures, on a historical basis for each of the periods indicated (in thousands).
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Net Income
$
6,970

 
$
8,645

 
$
36,577

 
$
49,978

Plus:
 
 
 
 
 
 
 
Interest Expense, Net
1,587

 
1,560

 
4,495

 
5,295

Depreciation, Depletion and Amortization
11,086

 
11,059

 
33,639

 
33,769

Unit-Based Compensation
344

 
503

 
1,082

 
1,370

Adjusted EBITDA
$
19,987

 
$
21,767

 
$
75,793

 
$
90,412

Less:
 
 
 
 
 
 
 
Cash Interest
1,832

 
2,107

 
5,522

 
5,265

Estimated Maintenance Capital Expenditures
8,937

 
8,921

 
26,946

 
26,969

Distributable Cash Flow
$
9,218

 
$
10,739

 
$
43,325

 
$
58,178

 
 
 
 
 
 
 
 
Net Cash Provided by Operating Activities
$
20,427

 
$
16,921

 
$
67,505

 
$
95,134

Plus:
 
 
 
 
 
 
 
Interest Expense, Net
1,587

 
1,560

 
4,495

 
5,295

Other, Including Working Capital
(2,027
)
 
3,286

 
3,793

 
(10,017
)
Adjusted EBITDA
$
19,987

 
$
21,767

 
$
75,793

 
$
90,412

Less:
 
 
 
 
 
 
 
Cash Interest
1,832

 
2,107

 
5,522

 
5,265

Estimated Maintenance Capital Expenditures
8,937

 
8,921

 
26,946

 
26,969

Distributable Cash Flow
$
9,218

 
$
10,739

 
$
43,325

 
$
58,178

Minimum Quarterly Distributions
$
14,405

 
$
14,350

 
$
43,214

 
$
43,044

Distribution Coverage Ratio
0.6

 
0.7

 
1.0

 
1.4




24



Results of Operations

Three Months Ended September 30, 2019 Compared with the Three Months Ended September 30, 2018

Total net income was $6,970 for the three months ended September 30, 2019 compared to $8,645 for the three months ended September 30, 2018. Our results of operations for each of these periods are presented in the table below. Variances are discussed following the table.
 
For the Three Months Ended
 
September 30,
 
2019
 
2018
 
Variance
 
(in thousands)
Revenue:
 
 
 
 
 
Coal Revenue
$
75,385

 
$
73,700

 
$
1,685

Freight Revenue
900

 
611

 
289

Other Income
1,096

 
1,003

 
93

Total Revenue and Other Income
77,381

 
75,314

 
2,067

Cost of Coal Sold:
 
 
 
 
 
Operating Costs
53,015

 
47,995

 
5,020

Depreciation, Depletion and Amortization
10,567

 
10,517

 
50

Total Cost of Coal Sold
63,582

 
58,512

 
5,070

Other Costs:
 
 
 
 
 
Other Costs
983

 
1,545

 
(562
)
Depreciation, Depletion and Amortization
519

 
542

 
(23
)
Total Other Costs
1,502

 
2,087

 
(585
)
Freight Expense
900

 
611

 
289

Selling, General and Administrative Expenses
2,840

 
3,899

 
(1,059
)
Interest Expense
1,587

 
1,560

 
27

Total Costs
70,411

 
66,669

 
3,742

Net Income
$
6,970

 
$
8,645

 
$
(1,675
)
Adjusted EBITDA
$
19,987

 
$
21,767

 
$
(1,780
)
Distributable Cash Flow
$
9,218

 
$
10,739

 
$
(1,521
)
Distribution Coverage Ratio
0.6

 
0.7

 
(0.1
)




25



Coal Production

The table below presents total tons produced from the Pennsylvania Mining Complex on our 25% undivided interest basis for the periods indicated:
 
 
Three Months Ended September 30,
Mine
 
2019
 
2018
 
Variance
Bailey
 
695

 
599

 
96

Enlow Fork
 
597

 
646

 
(49
)
Harvey
 
331

 
348

 
(17
)
Total
 
1,623

 
1,593

 
30


Coal production was 1,623 tons for the three months ended September 30, 2019 compared to 1,593 tons for the three months ended September 30, 2018. Coal production increased as a result of one fewer longwall move at the Pennsylvania Mining Complex in the current period compared to the year-ago quarter, partially offset by adverse geological conditions and other operational delays at the Enlow Fork and Harvey mines. The Pennsylvania Mining Complex achieved record-high third quarter production during the three months ended September 30, 2019.
Coal Operations

Coal revenue and cost components on a per unit basis for the three months ended September 30, 2019 and 2018 are detailed in the table below. Our operations also include various costs such as selling, general and administrative, freight and other costs not included in our unit cost analysis because these costs are not directly associated with coal production.
 
Three Months Ended September 30,
 
2019
 
2018
 
Variance
Total Tons Sold (in thousands)
1,618

 
1,561

 
57

Average Revenue Per Ton Sold
$
46.59

 
$
47.21

 
$
(0.62
)
 
 
 
 
 


Average Cash Cost of Coal Sold Per Ton (1)
$
32.78

 
$
30.88

 
$
1.90

Depreciation, Depletion and Amortization Per Ton Sold (Non-Cash Cost)
6.51

 
6.60

 
(0.09
)
Average Cost of Coal Sold Per Ton
$
39.29

 
$
37.48

 
$
1.81

Average Margin Per Ton Sold
$
7.30

 
$
9.73

 
$
(2.43
)
Add: Depreciation, Depletion and Amortization Costs Per Ton Sold
6.51

 
6.60

 
(0.09
)
Average Cash Margin Per Ton Sold (1)
$
13.81

 
$
16.33

 
$
(2.52
)
(1) Average cash cost of coal sold per ton is a non-GAAP measure and average cash margin per ton is an operating ratio derived from non-GAAP measures. See “How We Evaluate Our Operations – Reconciliation of Non-GAAP Financial Measures” for a reconciliation of non-GAAP measures to the most directly comparable GAAP measures.

Revenue and Other Income

Coal revenue was $75,385 for the three months ended September 30, 2019 compared to $73,700 for the three months ended September 30, 2018. Total sales tons increased in the period-to-period comparison to meet market demand. The decrease in the average revenue per ton sold was mainly driven by lower domestic netback contract pricing.

Freight revenue is the amount billed to customers for transportation costs incurred. This revenue is based on the weight of coal shipped, negotiated freight rates and method of transportation, primarily rail, used by the customers for which we contractually provide transportation services. Freight revenue is completely offset in freight expense. Freight revenue and freight expense were both $900 for the three months ended September 30, 2019 compared to $611 for the three months ended September 30, 2018. The $289 increase was due to increased shipments to customers where we were contractually obligated to provide transportation services.

Other income is comprised of income generated by the Partnership related to non-coal producing activities. Other income remained materially consistent in the period-to-period comparison.


26



Cost of Coal Sold

Cost of coal sold is comprised of operating costs related to produced tons sold, along with changes in both volumes and carrying values of coal inventory. The cost of coal sold includes items such as direct operating costs, royalties and production taxes, direct administration expenses, and depreciation, depletion, and amortization costs on production assets. Total cost of coal sold was $63,582 for the three months ended September 30, 2019, or $5,070 higher than the $58,512 for the three months ended September 30, 2018. Total costs per ton sold were $39.29 per ton for the three months ended September 30, 2019, compared to $37.48 per ton for the three months ended September 30, 2018. The increase in the total cost of coal sold was primarily driven by non-typical challenges faced in the current period, including a roof fall and equipment breakdowns. These geological and equipment-related issues resulted in higher mine maintenance and project expenses.

Total Other Costs

Total other costs are comprised of various costs that are not allocated to an individual mine and therefore are not included in unit costs. Total other costs remained materially consistent in the period-to-period comparison.

Selling, General, and Administrative Expense

Selling, general, and administrative expenses were $2,840 for the three months ended September 30, 2019 compared to $3,899 for the three months ended September 30, 2018. The $1,059 decrease in the period-to-period comparison was primarily related to lower short-term incentive compensation.

Interest Expense

Interest expense, which primarily relates to obligations under our Affiliated Company Credit Agreement, remained materially consistent in the period-to-period comparison.

Adjusted EBITDA

Adjusted EBITDA was $19,987 for the three months ended September 30, 2019 compared to $21,767 for the three months ended September 30, 2018. The $1,780 decrease was primarily a result of a $2.52 decrease in the average cash margin per ton sold, which equated to a $3,335 decrease to adjusted EBITDA, partially offset by 57 additional tons sold in the quarter and lower non-production related costs as discussed above.

Distributable Cash Flow

Distributable cash flow was $9,218 for the three months ended September 30, 2019 compared to $10,739 for the three months ended September 30, 2018. The $1,521 decrease was primarily attributable to a $1,780 decrease in Adjusted EBITDA, as discussed above.

27




Nine Months Ended September 30, 2019 Compared with the Nine Months Ended September 30, 2018

Total net income was $36,577 for the nine months ended September 30, 2019 compared to $49,978 for the nine months ended September 30, 2018. Our results of operations for each of these periods are presented in the table below. Variances are discussed following the table.
 
For the Nine Months Ended
 
September 30,
 
2019
 
2018
 
Variance
 
(in thousands)
Revenue:
 
 
 
 
 
Coal Revenue
$
246,166

 
$
254,126

 
$
(7,960
)
Freight Revenue
3,529

 
9,444

 
(5,915
)
Other Income
3,440

 
4,302

 
(862
)
Total Revenue and Other Income
253,135

 
267,872

 
(14,737
)
Cost of Coal Sold:
 
 
 
 
 
Operating Costs
160,388

 
149,316

 
11,072

Depreciation, Depletion and Amortization
32,034

 
32,144

 
(110
)
Total Cost of Coal Sold
192,422

 
181,460

 
10,962

Other Costs:
 
 
 
 
 
Other Costs
4,154

 
9,810

 
(5,656
)
Depreciation, Depletion and Amortization
1,605

 
1,625

 
(20
)
Total Other Costs
5,759

 
11,435

 
(5,676
)
Freight Expense
3,529

 
9,444

 
(5,915
)
Selling, General and Administrative Expenses
10,353

 
10,260

 
93

Interest Expense
4,495

 
5,295

 
(800
)
Total Costs
216,558

 
217,894

 
(1,336
)
Net Income
$
36,577

 
$
49,978

 
$
(13,401
)
Adjusted EBITDA
$
75,793

 
$
90,412

 
$
(14,619
)
Distributable Cash Flow
$
43,325

 
$
58,178

 
$
(14,853
)
Distribution Coverage Ratio
1.0

 
1.4

 
(0.4
)

28



Coal Production

The table below presents total tons produced from the Pennsylvania Mining Complex on our 25% undivided interest basis for the periods indicated:
 
 
Nine months ended September 30,
Mine
 
2019
 
2018
 
Variance
Bailey
 
2,239

 
2,415

 
(176
)
Enlow Fork
 
1,919

 
1,846

 
73

Harvey
 
983

 
927

 
56

Total
 
5,141

 
5,188

 
(47
)

Coal production was 5,141 tons for the nine months ended September 30, 2019 compared to 5,188 tons for the nine months ended September 30, 2018. Coal production decreased slightly, mainly due to reduced production at the Bailey mine resulting from one additional longwall move and other operational delays. This was partially offset by increased production at the Enlow Fork mine, as geological conditions improved throughout the first half of 2019 compared to the year-ago period, and at the Harvey mine.

Coal Operations

Coal revenue and cost components on a per unit basis for the nine months ended September 30, 2019 and 2018 are detailed in the table below. Our operations also include various costs such as selling, general and administrative, freight and other costs not included in our unit cost analysis because these costs are not directly associated with coal production.
 
Nine months ended September 30,
 
2019
 
2018
 
Variance
Total Tons Sold (in thousands)
5,145

 
5,175

 
(30
)
Average Revenue Per Ton Sold
$
47.84

 
$
49.11

 
$
(1.27
)
 
 
 
 
 


Average Cash Cost of Coal Sold Per Ton (1)
$
31.16

 
$
28.87

 
$
2.29

Depreciation, Depletion and Amortization Per Ton Sold (Non-Cash Cost)
6.23

 
6.20

 
0.03

Average Cost of Coal Sold Per Ton
$
37.39

 
$
35.07

 
$
2.32

Average Margin Per Ton Sold
$
10.45

 
$
14.04

 
$
(3.59
)
Add: Depreciation, Depletion and Amortization Costs Per Ton Sold
6.23

 
6.20

 
0.03

Average Cash Margin Per Ton Sold (1)
$
16.68

 
$
20.24

 
$
(3.56
)
(1) Average cash cost of coal sold per ton is a non-GAAP measure and average cash margin per ton is an operating ratio derived from non-GAAP measures. See “How We Evaluate Our Operations – Reconciliation of Non-GAAP Financial Measures” for a reconciliation of non-GAAP measures to the most directly comparable GAAP measures.

Revenue and Other Income

Coal revenue was $246,166 for the nine months ended September 30, 2019 compared to $254,126 for the nine months ended September 30, 2018. The $7,960 decrease was primarily attributable to a $1.27 lower average sales price per ton sold in the 2019 period, mainly driven by lower domestic netback contract pricing compared to the year-ago period, as well as a slight decrease in tons sold. This decrease was partially offset by an increase in prices the Partnership received for its export coal.

Freight revenue is the amount billed to customers for transportation costs incurred. This revenue is based on the weight of coal shipped, negotiated freight rates and method of transportation, primarily rail, used by the customers for which we contractually provide transportation services. Freight revenue is completely offset in freight expense. Freight revenue and freight expense were both $3,529 for the nine months ended September 30, 2019 compared to $9,444 for the nine months ended September 30, 2018. The $5,915 decrease was due to decreased shipments to customers where we were contractually obligated to provide transportation services.
 
Other income is comprised of income generated by the Partnership relating to non-coal producing activities. Other income remained materially consistent in the period-to-period comparison.

29



Cost of Coal Sold

Cost of coal sold is comprised of operating costs related to produced tons sold, along with changes in both volumes and carrying values of coal inventory. The cost of coal sold includes items such as direct operating costs, royalties and production taxes, direct administration expenses, and depreciation, depletion, and amortization costs on production assets. Total cost of coal sold was $192,422 for the nine months ended September 30, 2019, or $10,962 higher than the $181,460 for the nine months ended September 30, 2018. Total costs per ton sold were $37.39 per ton for the nine months ended September 30, 2019 compared to $35.07 per ton for the nine months ended September 30, 2018. The increase in the total cost of coal sold was primarily driven by additional equipment rebuilds and longwall overhauls due to the timing of longwall moves and panel development. Also, the Partnership faced non-typical challenges during the current year, including a roof fall and equipment breakdowns. These geological and equipment-related issues resulted in higher mine maintenance and project expenses.

Total Other Costs

Total other costs are comprised of various costs that are not allocated to an individual mine and therefore are not included in unit costs. Total other costs decreased $5,676 in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The decrease was primarily attributable to additional costs incurred in the year-ago period related to externally purchased coal to blend and resell, discretionary employee benefit expenses and demurrage charges.

Selling, General, and Administrative Expense

Selling, general, and administrative expenses remained materially consistent in the period-to-period comparison.

Interest Expense

Interest expense, which primarily relates to obligations under our Affiliated Company Credit Agreement, remained materially consistent in the period-to-period comparison.

Adjusted EBITDA

Adjusted EBITDA was $75,793 for the nine months ended September 30, 2019 compared to $90,412 for the nine months ended September 30, 2018. The $14,619 decrease was primarily a result of a $3.56 decrease in the average cash margin per ton sold, coupled with 30 fewer tons sold in the period, which equated to a $19,032 decrease to adjusted EBITDA. This was partially offset by lower non-production related costs as discussed above.

Distributable Cash Flow

Distributable cash flow was $43,325 for the nine months ended September 30, 2019 compared to $58,178 for the nine months ended September 30, 2018. The $14,853 decrease was primarily attributable to a $14,619 decrease in Adjusted EBITDA, as discussed above.


30



Capital Resources and Liquidity

Liquidity and Financing Arrangements

We expect our ongoing sources of liquidity to include cash generated from operations, borrowings under our Affiliated Company Credit Agreement, and, if necessary, the issuance of additional equity or debt securities. We believe that cash generated from these sources will be sufficient to meet our short-term working capital requirements and our long-term capital expenditure requirements and to make quarterly cash distributions as declared by the board of directors of our general partner. The Partnership filed a universal shelf registration statement on Form S-3 (Reg. No. 333-215962) on March 10, 2017, which was declared effective by the SEC on March 14, 2017, for an aggregate amount of $750,000 to provide the Partnership with additional flexibility to access capital markets quickly.

We expect to generate adequate cash flow from operations in 2019 due to our strong contracted position and consistent cost control measures. We started a capital construction project on the coarse refuse disposal area in 2017, which is expected to continue through 2021. Our total 2019 capital needs, including the coarse refuse disposal area project, are expected to be between $34,000 to $38,000, which is increased from 2018 levels due to additional expected maintenance capital expenditures related to airshaft construction projects, as well as additional belt system related expenditures.

From time to time we change our exposure to various countries depending on the economics and profitability of coal sales. Given that coal markets are global, we expect, if possible, to offset any adverse impact from tariffs that may be imposed by governments in the countries in which one or more of our end users are located, by reallocating our customer base to other countries or to the domestic U.S. markets.

We expect to generate adequate cash flows and liquidity to meet reasonable increases in the cost of supplies that are passed on from our suppliers. We will also continue to seek alternate sources of supplies and replacement material to offset any unexpected increase in the cost of supplies.

Our Partnership Agreement requires that we distribute all of our available cash to our unitholders. As a result, we expect to rely primarily upon financing under the Affiliated Company Credit Agreement and the issuance of debt and equity securities to fund our acquisitions and expansion capital expenditures, if any.

On October 30, 2019, the Board of Directors of our general partner declared a cash distribution of $0.5125 per unit for the quarter ended September 30, 2019 to the limited partner unitholders and the holder of the general partner interest. The cash distribution will be paid on November 15, 2019 to the unitholders of record at the close of business on November 11, 2019.

On July 25, 2019, the Board of Directors of our general partner announced that upon payment of the cash distribution with respect to the quarter ended June 30, 2019, the financial requirements for the conversion of all subordinated units had been satisfied. As a result, on August 16, 2019, all 11,611,067 subordinated units, which were owned entirely by CONSOL Energy Inc., were converted into common units on a one-for-one basis. The conversion did not impact the amount of the cash distribution paid or the total number of the Partnership's outstanding units representing limited partner interests.

Affiliated Company Credit Agreement

On November 28, 2017, the Partnership and the other Credit Parties entered into the Affiliated Company Credit Agreement by and among the Credit Parties, CONSOL Energy, as lender and administrative agent, and PNC, as collateral agent. On March 28, 2019, the Affiliated Company Credit Agreement was amended to extend the maturity date from February 27, 2023 to December 28, 2024. The Affiliated Company Credit Agreement provides for a revolving credit facility in an aggregate principal amount of up to $275,000 to be provided by CONSOL Energy, as lender. In connection with the Partnership’s entry into the Affiliated Company Credit Agreement, the Partnership made an initial draw of $200,583, the net proceeds of which were used to repay the amounts outstanding under the Partnership's prior credit facility. Additional drawings under the Affiliated Company Credit Agreement are available for general partnership purposes. The obligations under the Affiliated Company Credit Agreement are guaranteed by the Partnership’s subsidiaries and secured by substantially all of the assets of the Partnership and its subsidiaries pursuant to the security agreement and various mortgages.

Interest on outstanding obligations under our Affiliated Company Credit Agreement accrues at a fixed rate ranging from 3.75% to 4.75% depending on the total net leverage ratio. The unused portion of our Affiliated Company Credit Agreement is subject to a commitment fee of 0.50% per annum.


31



As of September 30, 2019, the Partnership had $181,400 of borrowings outstanding under the Affiliated Company Credit Agreement, leaving $93,600 of unused capacity. Interest on outstanding borrowings under the Affiliated Company Credit Agreement at September 30, 2019 was accrued at a rate of 4.00%.

The Affiliated Company Credit Agreement contains certain covenants and conditions that, among other things, limit the Partnership’s ability to: (i) incur or guarantee additional debt; (ii) make cash distributions (subject to certain limited exceptions); provided that we will be able to make cash distributions of available cash to partners so long as no event of default
is continuing or would result therefrom; (iii) incur certain liens or permit them to exist; (iv) make particular investments and loans; provided that we will be able to increase our ownership percentage of our undivided interest in the Pennsylvania Mining Complex and make investments in the Pennsylvania Mining Complex in accordance with our ratable ownership; (v) enter into certain types of transactions with affiliates; (vi) merge or consolidate with another company; and (vii) transfer, sell or otherwise dispose of assets. The Partnership is also subject to covenants that require the Partnership to maintain certain financial ratios. For example, the Partnership is obligated to maintain at the end of each fiscal quarter (a) maximum first lien gross leverage ratio of 2.75 to 1.00 and (b) a maximum total net leverage ratio of 3.25 to 1.00, each of which will be calculated on a consolidated basis for the Partnership and its restricted subsidiaries at the end of each fiscal quarter. At September 30, 2019, the Partnership was in compliance with its debt covenants with the first lien gross leverage ratio at 1.73 to 1.00 and the total net leverage ratio at 1.64 to 1.00.

Receivables Financing Agreement

On November 30, 2017, (i) CONSOL Marine Terminals LLC, as an originator of receivables, (ii) CPCC, as an originator of receivables and as initial servicer of the receivables for itself and the other originators (collectively, the “Originators”), each a wholly owned subsidiary of CONSOL Energy, and (iii) CONSOL Funding LLC (the “SPV”), as buyer, entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”). Concurrently, (i) CONSOL Thermal Holdings, as sub-originator, and (ii) CPCC, as buyer and as initial servicer of the receivables for itself and CONSOL Thermal Holdings, entered into a Sub-Originator Agreement (the “Sub-Originator PSA”). In addition, on that date, the SPV entered into a Receivables Financing Agreement (the “Receivables Financing Agreement”) by and among (i) the SPV, as borrower, (ii) CPCC, as initial servicer, (iii) PNC, as administrative agent, LC Bank and lender, and (iv) the additional persons from time to time party thereto as lenders. Together, the Purchase and Sale Agreement, the Sub- Originator PSA and the Receivables Financing Agreement establish the primary terms and conditions of an accounts receivable securitization program (the “Securitization”). On August 30, 2018, the Securitization was amended, among other things, to extend the scheduled termination date to August 30, 2021.

Pursuant to the Securitization, (i) CONSOL Thermal Holdings will sell current and future trade receivables to CPCC and (ii) the Originators will sell and/or contribute current and future trade receivables (including receivables sold to CPCC by CONSOL Thermal Holdings) to the SPV and the SPV will, in turn, pledge its interests in the receivables to PNC, which will either make loans or issue letters of credit on behalf of the SPV. The maximum amount of advances and letters of credit outstanding under the Securitization may not exceed $100,000.

Loans under the Securitization will accrue interest at a reserve-adjusted LIBOR market index rate equal to the one-month Eurodollar rate. Loans and letters of credit under the Securitization also will accrue a program fee and a letter of credit participation fee, respectively, ranging from 2.00% to 2.50% per annum, depending on the total net leverage ratio of CONSOL Energy. In addition, the SPV paid certain structuring fees to PNC Capital Markets LLC and will pay other customary fees to the lenders, including a fee on unused commitments equal to 0.60% per annum.

The SPV’s assets and credit are not available to satisfy the debts and obligations owed to the creditors of CONSOL Energy, CONSOL Thermal Holdings or any of the Originators. CONSOL Thermal Holdings, the Originators and CPCC as servicer are independently liable for their own customary representations, warranties, covenants and indemnities. In addition, CONSOL Energy has guaranteed the performance of the obligations of CONSOL Thermal Holdings, the Originators and CPCC as servicer, and will guarantee the obligations of any additional originators or successor servicer that may become party to the Securitization. However, neither CONSOL Energy nor its affiliates will guarantee collectability of receivables or the creditworthiness of obligors thereunder.

The agreements comprising the Securitization contain various customary representations and warranties, covenants and default provisions which provide for the termination and acceleration of the commitments and loans under the Securitization in certain circumstances including, but not limited to, failure to make payments when due, breach of representation, warranty or covenant, certain insolvency events or failure to maintain the security interest in the trade receivables, and defaults under other material indebtedness.


32



As of September 30, 2019, the Partnership, through CONSOL Thermal Holdings, had sold $27,245 of trade receivables to CPCC. The Partnership has not derecognized the receivables due to its continued involvement in the collection efforts.
Cash Flows
 
Nine Months Ended September 30,
 
2019
 
2018
 
Variance
 
(in thousands)
Cash flows provided by operating activities
$
67,505

 
$
95,134

 
$
(27,629
)
Cash used in investing activities
$
(29,350
)
 
$
(20,086
)
 
$
(9,264
)
Cash used in financing activities
$
(28,547
)
 
$
(75,661
)
 
$
47,114


Nine Months Ended September 30, 2019 Compared with the Nine Months Ended September 30, 2018:

Cash provided by operating activities decreased $27,629 in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, primarily due to a decrease in net income and changes in working capital.

Cash used in investing activities increased $9,264 in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, primarily as a result of increased capital expenditures of $9,098, mainly due to an increase in airshaft construction projects, belt system related expenditures, new equipment, and rebuilds of current equipment. The table below represents the various items for which cash was used for investing purposes during the nine months ended September 30, 2019 and 2018.
 
Nine Months Ended September 30,
 
2019
 
2018
 
Variance
 
(in thousands)
Building and Infrastructure
$
12,091

 
$
7,205

 
$
4,886

Equipment Purchases and Rebuilds
8,689

 
5,423

 
3,266

Refuse Storage Area
6,346

 
6,210

 
136

Other
2,228

 
1,418

 
810

Total Capital Expenditures
$
29,354

 
$
20,256

 
$
9,098


Cash flows used in financing activities decreased $47,114 in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The decrease in cash used in financing activities was primarily due to less discretionary payments made under the Affiliated Company Credit Agreement. Net payments made under the Affiliated Company Credit Agreement were $29,583 in the nine months ended September 30, 2018, compared to $18,400 in net proceeds received under the Affiliated Company Credit Agreement in the nine months ended September 30, 2019.
Off-Balance Sheet Arrangements

We do not maintain off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources which are not disclosed in the Notes to the unaudited Consolidated Financial Statements in this Form 10-Q.


33



FORWARD-LOOKING STATEMENTS

We are including the following cautionary statement in this Quarterly Report on Form 10-Q to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of us. With the exception of historical matters, the matters discussed in this Quarterly Report on Form 10-Q are forward-looking statements (as defined in Section 21E of the Exchange Act) that involve risks and uncertainties that could cause actual results and outcomes to differ materially from results expressed in or implied by our forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. When we use the words “believe,” “continue,” “intend,” “expect,” “may,” “should,” “anticipate,” “could,” “estimate,” “plan,” “predict,” “project,” “will,” or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date of this Quarterly Report on Form 10-Q; we disclaim any obligation to update these statements unless required by securities law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the following:

changes in coal prices or the costs of mining or transporting coal;
uncertainty in estimating economically recoverable coal reserves and replacement of reserves;
our ability to develop our existing coal reserves, acquire additional reserves and successfully execute our mining plans;
defects in title or loss of any leasehold interests with respect to our properties;
changes in general economic conditions, both domestically and globally;
competitive conditions within the coal industry;
changes in the consumption patterns of coal-fired power plants and steelmakers and other factors affecting the demand for coal by coal-fired power plants and steelmakers;
the availability and price of coal to the consumer compared to the price of alternative and competing fuels;
competition from the same and alternative energy sources;
energy efficiency and technology trends;
our ability to successfully implement our business plan;
the price and availability of debt and equity financing;
operating hazards and other risks incidental to coal mining;
major equipment failures and difficulties in obtaining equipment, parts and raw materials;
availability, reliability and costs of transporting coal;
adverse or abnormal geologic conditions, which may be unforeseen;
natural disasters, weather-related delays, casualty losses and other matters beyond our control;
operating in a single geographic area;
interest rates and interest rate hedging transactions;
our reliance on a few major customers;
labor availability, relations and other workforce factors;
defaults by CONSOL Energy under our operating agreement, employee services agreement and Affiliated Company Credit Agreement;
restrictions in our Affiliated Company Credit Agreement that may adversely affect our business;
changes in our tax status;
delays in the receipt of, failure to receive or revocation of necessary governmental permits;
the effect of existing and future laws and government regulations, including the enforcement and interpretation of environmental laws thereof;
the effect of new or expanded greenhouse gas regulations;
the effects of litigation;
adverse effect of cybersecurity threats;
failure to maintain effective internal controls over financial reporting;
recent action and the possibility of future action on trade by U.S. and foreign governments;
conflicts of interest that may cause our general partner or CONSOL Energy to favor their own interest to our detriment;
the requirement that we distribute all of our available cash; and

34



other factors discussed in our 2018 Annual Report on Form 10-K under “Risk Factors,” as updated by any subsequent Quarterly Reports on Forms 10-Q, which are on file at the SEC.
ITEM 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the management of the Partnership’s general partner, including the Chief Executive Officer and the Chief Financial Officer of the general partner, an evaluation of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), was conducted as of the end of the period covered by this report. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer of the Partnership’s general partner have concluded that the Partnership’s disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Partnership implemented an enterprise resource planning (“ERP”) system, which is expected to improve the efficiency of certain financial and related transactional processes. During the first half of fiscal year 2019, the Partnership completed the implementation of certain processes, and revised and updated the related controls. These changes did not materially affect the Partnership's internal control over financial reporting. As the Partnership implements the remaining functionality under this ERP system over the next year, it will continue to assess the impact on its internal control over financial reporting.
   
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.


35



PART II: OTHER INFORMATION
ITEM 1.    LEGAL PROCEEDINGS
Refer to paragraph one within Part 1, Item 1. Financial Statements, “Note 11. Commitments and Contingent Liabilities,” which is incorporated herein by reference.
ITEM 1A.    RISK FACTORS

In addition to the other information set forth in this quarterly report, you should carefully consider the factors discussed in “Part I - Item 1A. Risk Factors” of our 2018 Form 10-K, as updated by any subsequent Form 10-Qs. These described risks are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table sets forth purchases of the Partnership’s common units during the three months ended September 30, 2019 made by CONSOL Energy:
 
(a)
(b)
(c)
(d)
Period
Total Number of Units Purchased (1)
Average Price Paid per Unit
Total Number of Units Purchased as Part of Publicly Announced Plans or Programs
Maximum Number (or Approximate Dollar Value) of Units that May Yet be Purchased Under the Plans or Programs (in thousands)(1)(2)
July 1, 2019 - July 31, 2019

$


$
46,802

August 1, 2019 - August 31, 2019
9,610

$
12.55

9,610

$
46,681

September 1, 2019 - September 30, 2019
9,803

$
13.20

9,803

$
46,552

Total
19,413

$
12.88

19,413

 

(1) In May 2019, CONSOL Energy Inc.'s Board of Directors approved an expansion of the stock, unit and debt repurchase program. The program previously allowed CONSOL Energy to use up to $25 million of the program to purchase CONSOL Coal Resources LP's outstanding common units in the open market.  CONSOL Energy's Board of Directors approved changing the termination date of the program from June 30, 2019 to June 30, 2020. Also, in accordance with CONSOL Energy’s credit facility covenants, the total amount that can be used for repurchases of the Partnership's outstanding common units was raised to $50 million.
(2) Management of CONSOL Energy cannot estimate the number of common units that will be purchased because purchases are made based upon the price of the Partnership’s units, the Partnership’s financial outlook and alternative investment options.

Limitation Upon Payment of Dividends
As disclosed above, the Affiliated Company Credit Agreement includes covenants limiting our ability to make cash distributions (subject to certain limited exceptions); provided that we are able to make cash distributions of available cash to partners so long as no event of default is continuing or would result therefrom.
ITEM 4.    MINE SAFETY DISCLOSURES
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this Quarterly Report on Form 10-Q.






36



ITEM 6.    EXHIBITS

Exhibits
Description
Method of Filing
 
 
 
Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
Filed herewith
 
 
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
 
 
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Filed herewith
 
 
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Filed herewith
 
 
 
Mine Safety and Health Administration Safety Data.
Filed herewith
 
 
 
101
Interactive Data File (Form 10-Q for the quarterly period ended September 30, 2019, furnished in XBRL).
Filed herewith
 
 
 
104
Cover Page Interactive Data File (formatted as Inline XBRL)
Contained in Exhibit 101

37



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: November 5, 2019
 
CONSOL Coal Resources LP
 
 
 
 
 
By:
 
CONSOL Coal Resources GP LLC, its general partner
 
By:
 
/s/ JAMES A. BROCK
 
 
 
James A. Brock
 
 
 
Chief Executive Officer, Chairman of the Board and Director
(Duly Authorized Officer and Principal Executive Officer)
 
 
 
 
 
By:
 
CONSOL Coal Resources GP LLC, its general partner
 
By:
 
/s/ DAVID M. KHANI
 
 
 
David M. Khani
 
 
 
Chief Financial Officer and Director
(Duly Authorized Officer and Principal Financial Officer)
 
 
 
 
 
By:
 
CONSOL Coal Resources GP LLC, its general partner
 
By:
 
/s/ JOHN M. ROTHKA
 
 
 
John M. Rothka
 
 
 
Chief Accounting Officer
(Duly Authorized Officer and Principal Accounting Officer)


38
Exhibit


Exhibit 31.1

CERTIFICATIONS

I, James A. Brock, certify that:

1.
I have reviewed this report on Form 10-Q of CONSOL Coal Resources LP;

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.


Date: November 5, 2019

/s/ James A. Brock
James A. Brock

Chief Executive Officer of CONSOL Coal Resources GP LLC, the general partner of the Registrant
(Principal Executive Officer)



Exhibit


Exhibit 31.2

CERTIFICATIONS

I, David M. Khani, certify that:

1.
I have reviewed this report on Form 10-Q of CONSOL Coal Resources LP;

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.


Date: November 5, 2019

/s/ David M. Khani
David M. Khani

Chief Financial Officer of CONSOL Coal Resources GP LLC, the general partner of the Registrant
(Principal Financial Officer)



Exhibit


Exhibit 32.1

CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350

I, James A. Brock, Chief Executive Officer (principal executive officer) of CONSOL Coal Resources GP LLC, the general partner of CONSOL Coal Resources LP (the “Registrant”), certify that to my knowledge, based upon a review of the Quarterly Report on Form 10-Q for the period ended September 30, 2019, of the Registrant (the “Report”):

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.

Date: November 5, 2019

/s/ James A. Brock
James A. Brock

Chief Executive Officer of CONSOL Coal Resources GP LLC, the general partner of the Registrant
(Principal Executive Officer)





Exhibit


Exhibit 32.2

CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350

I, David M. Khani, Chief Financial Officer (principal financial officer) of CONSOL Coal Resources GP LLC, the general partner of CONSOL Coal Resources LP (the “Registrant”), certify that to my knowledge, based upon a review of the Quarterly Report on Form 10-Q for the period ended September 30, 2019, of the Registrant (the “Report”):

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.

Date: November 5, 2019

/s/ David M. Khani
David M. Khani

Chief Financial Officer of CONSOL Coal Resources GP LLC, the general partner of the Registrant
(Principal Financial Officer)






Exhibit


Mine Safety and Health Administration Safety Data
We believe that the Partnership is one of the safest mining companies in the world. The Partnership has in place health and safety programs that include extensive employee training, accident prevention, workplace inspection, emergency response, accident investigation, regulatory compliance and program auditing. The objectives of our health and safety programs are to eliminate workplace incidents, comply with all mining-related regulations and provide support for both regulators and the industry to improve mine safety.
The operation of our mines is subject to regulation by the federal Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977 (Mine Act). MSHA inspects our mines on a regular basis and issues various citations, orders and violations when it believes a violation has occurred under the Mine Act. We present information below regarding certain mining safety and health violations, orders and citations issued by MSHA and related assessments and legal actions and mine-related fatalities with respect to our coal mining operations. In evaluating this information, consideration should be given to factors such as: (i) the number of violations, orders and citations will vary depending on the size of the coal mine, (ii) the number of violations, orders and citations issued will vary from inspector to inspector and mine to mine, and (iii) violations, orders and citations can be contested and appealed, and in that process, are often reduced in severity and amount, and are sometimes dismissed.

The table below sets forth for the three months ended September 30, 2019 for each coal mine of the Partnership on a 100% basis, the total number of:  (i) violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard under section 104 of the Mine Act for which the operator received a citation from MSHA; (ii) orders issued under section 104(b) of the Mine Act; (iii) citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under section 104(d) of the Mine Act; (iv) flagrant violations under section 110(b)(2) of the Mine Act; (v) imminent danger orders issued under section 107(a) of the Mine Act; (vi) the total dollar value of proposed assessments from MSHA (regardless of whether CONSOL Energy or the Partnership has challenged or appealed the assessment); (vii) mining-related fatalities; (viii) notices from MSHA of a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of coal or other mine health or safety hazards under section 104(e) of the Mine Act; (ix) notices from MSHA regarding the potential to have a pattern of violations as referenced in (viii) above; and (x) pending legal actions before the Federal Mine Safety and Health Review Commission (as of September 30, 2019) involving such coal or other mine, as well as the aggregate number of legal actions instituted and the aggregate number of legal actions resolved during the reporting period.






 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Received
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notice
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Received
 
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
 
6
 
 
 
 
 
62,901
 
 
No
 
No
 
13
 
5
 
2
Enlow Fork
 
36-07416
 
15
 
 
 
 
 
74,154
 
1
 
No
 
No
 
9
 
4
 
4
Harvey
 
36-10045
 
3
 
 
 
 
 
7,880
 
 
No
 
No
 
6
 
3
 
4
 
 
 
 
24
 
 
 
 
 
144,935
 
1
 
 
 
 
 
28
 
12
 
10


(1) See table below for additional detail regarding Legal Actions Pending as of September 30, 2019.  With respect to Contests of Proposed Penalties, we have included the number of dockets (as opposed to citations) when counting the number of Legal Actions Pending as of September 30, 2019.

Mine or Operating Name/MSHA Identification Number
 
Contests of Citations, Orders
(as of 9.30.19)
(a)
 
Contests of Proposed Penalties
(as of 9.30.19)
(b)
 
Complaints for Compensation
(as of 9.30.19)
(c)
 
Complaints of Discharge, Discrimination or Interference
(as of 9.30.19)
(d)
 
Applications for Temporary Relief
(as of 9.30.19)
(e)
 
Appeals of Judges' Decisions or Order
(as of 9.30.19)
(f)
 
 
 
 
 
Dockets
 
Citations
 
 
 
 
Active Operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bailey
 
36-07230
 
 
13
 
48
 
 
 
 
1
Enlow Fork
 
36-07416
 
 
9
 
51
 
 
 
 
Harvey
 
36-10045
 
 
6
 
21
 
 
 
 
 
 
 
 
 
28
 
120
 
 
 
 
1

(a) Represents (if any) contests of citations and orders, which typically are filed prior to an operator's receipt of a proposed penalty assessment from MSHA or relate to orders for which penalties are not assessed (such as imminent danger orders under Section 107 of the Mine Act). This category includes: (i) contests of citations or orders issued under section 104 of the Mine Act, (ii) contests of imminent danger withdrawal orders under section 107 of the Mine Act, and (iii) emergency response plan dispute proceedings (as required under the Mine Improvement and New Emergency Response Act of 2006, Pub. L. No. 109-236, 120 Stat. 493).

(b) Represents (if any) contests of proposed penalties, which are administrative proceedings before the Federal Mine Safety and Health Review Commission (“FMSHRC”) challenging a civil penalty that MSHA has proposed for the violation contained in a citation or order. This column includes one action involving civil penalties against agents of the operator that have been contested and two appeals of a decision or order.






(c) Represents (if any) complaints for compensation, which are cases under section 111 of the Mine Act that may be filed with the FMSHRC by miners idled by a closure order issued by MSHA who are entitled to compensation.

(d) Represents (if any) complaints of discharge, discrimination or interference under section 105 of the Mine Act, which cover: (i) discrimination proceedings involving a miner's allegation that he or she has suffered adverse employment action because he or she engaged in activity protected under the Mine Act, such as making a safety complaint, and (ii) temporary reinstatement proceedings involving cases in which a miner has filed a complaint with MSHA stating that he or she has suffered such discrimination and has lost his or her position. Complaints of Discharge, Discrimination, or Interference are also included in Contests of Proposed Penalties, Column B.

(e) Represents (if any) applications for temporary relief, which are applications under section 105(b)(2) of the Mine Act for temporary relief from any modification or termination of any order or from any order issued under section 104 of the Mine Act (other than citations issued under section 104(a) or (f) of the Mine Act).

(f) Represents (if any) appeals of judges' decisions or orders to the FMSHRC, including petitions for discretionary review and review by the FMSHRC on its own motion.






v3.19.3
Long-Term Incentive Plan
9 Months Ended
Sep. 30, 2019
Share-based Payment Arrangement [Abstract]  
Long-Term Incentive Plan LONG-TERM INCENTIVE PLAN:

Under the CONSOL Coal Resources LP 2015 Long-Term Incentive Plan (the “LTIP”), our general partner may issue long-term equity-based awards to directors, officers and employees of our general partner or its affiliates, or to any consultants, affiliates of our general partner or other individuals who perform services for us. These awards are intended to compensate the recipients thereof based on the performance of our common units and their continued service during the vesting period, as well as to align their long-term interests with those of our unitholders. We are responsible for the cost of awards granted under the LTIP and all determinations with respect to awards to be made under the LTIP will be made by the board of directors of our general partner or any committee thereof that may be established for such purpose or by any delegate of the board of directors or such committee, subject to applicable law, which we refer to as the plan administrator.

The LTIP limits the number of units that may be delivered pursuant to vested awards to 2,300,000 common units, subject to proportionate adjustment in the event of unit splits and similar events. Common units subject to awards that are canceled, forfeited, withheld to satisfy exercise prices or tax withholding obligations or otherwise terminated without delivery of the common units will be available for delivery pursuant to other awards. The Partnership recognizes forfeitures as they occur.

The general partner has granted equity-based phantom units that vest over a period of a recipient’s continued service with the Partnership. The phantom units will be paid in common units or an amount of cash equal to the fair market value of a unit based on the vesting date. The awards may accelerate upon a change in control of the Partnership. Compensation expense is recognized on a straight-line basis over the requisite service period, which is generally the vesting term. The Partnership recognized compensation expense of $344 and $503 for the three months ended and $1,082 and $1,370 for the nine months ended September 30, 2019 and September 30, 2018, respectively, which is included in Selling, General and Administrative Expense in the unaudited Consolidated Statements of Operations. As of September 30, 2019, there is $471 of unearned compensation that will vest over a weighted average period of 0.34 years. The total fair value of phantom units vested during the three months ended September 30, 2019 and September 30, 2018 was $1 and $40, respectively. The total fair value of phantom units vested during the nine months ended September 30, 2019 and September 30, 2018 was $2,906 and $2,508, respectively. The following represents the nonvested phantom units and their corresponding weighted average grant date fair value:
 
Number of Units
 
Weighted Average Grant Date Fair Value per Unit
Nonvested at December 31, 2018
223,676

 
$
15.67

Granted
17,190

 
$
17.45

Vested
(158,554
)
 
$
13.41

Forfeited
(2,723
)
 
$
18.95

Nonvested at September 30, 2019
79,589

 
$
18.63


v3.19.3
Revenue (Tables)
9 Months Ended
Sep. 30, 2019
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue by Major Source

The following table disaggregates our revenue by major source for the three and nine months ended September 30, 2019 and September 30, 2018:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Coal Revenue
$
75,385

 
$
73,700

 
$
246,166

 
$
254,126

Freight Revenue
900

 
611

 
3,529

 
9,444

Total Revenue from Contracts with Customers
$
76,285

 
$
74,311

 
$
249,695

 
$
263,570


v3.19.3
Leases - Schedule of Future Maturities of Lease Liabilities (Details)
$ in Thousands
Sep. 30, 2019
USD ($)
Finance Leases  
Remainder of 2019 $ 700
2020 4,179
2021 1,054
2022 14
2023 11
Thereafter 0
Total minimum lease payments 5,958
Less amount representing interest 233
Present value of minimum lease payments 5,725
Operating Leases  
Remainder of 2019 2,114
2020 5,722
2021 5,483
2022 3,029
2023 1,314
Thereafter 2,941
Total minimum lease payments 20,603
Less amount representing interest 2,550
Present value of minimum lease payments $ 18,053
v3.19.3
Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Dec. 31, 2018
Property, Plant and Equipment [Line Items]          
Property, Plant and Equipment, Gross $ 977,418   $ 977,418   $ 946,298
Less: Accumulated Depreciation, Depletion and Amortization 559,538   559,538   526,747
Total Property, Plant and Equipment—Net 417,880   417,880   419,551
Gross assets under finance lease 11,879   11,879    
Gross assets under capital lease         11,919
Accumulated amortization for finance leases 6,380   6,380    
Accumulated amortization for capital leases         3,529
Amortization expense for assets under finance lease 966   2,899    
Amortization expense for assets under capital lease   $ 967   $ 2,262  
Coal and Other Plant and Equipment          
Property, Plant and Equipment [Line Items]          
Property, Plant and Equipment, Gross 663,048   663,048   636,105
Coal Properties and Surface Lands          
Property, Plant and Equipment [Line Items]          
Property, Plant and Equipment, Gross 123,933   123,933   122,679
Airshafts          
Property, Plant and Equipment [Line Items]          
Property, Plant and Equipment, Gross 105,148   105,148   102,275
Mine Development          
Property, Plant and Equipment [Line Items]          
Property, Plant and Equipment, Gross 81,538   81,538   81,538
Advance Mining Royalties          
Property, Plant and Equipment [Line Items]          
Property, Plant and Equipment, Gross $ 3,751   $ 3,751   $ 3,701
v3.19.3
Consolidated Balance Sheets (Parenthetical) - shares
Sep. 30, 2019
Dec. 31, 2018
Common Unit    
Limited Partners' Units Outstanding (in shares) 27,632,824 15,911,211
Subordinated Units    
Limited Partners' Units Outstanding (in shares) 0 11,611,067
v3.19.3
Consolidated Statements of Operations - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Revenue from contracts with customers $ 76,285 $ 74,311 $ 249,695 $ 263,570
Other Income 1,096 1,003 3,440 4,302
Total Revenue and Other Income 77,381 75,314 253,135 267,872
Costs and Expenses [Abstract]        
Operating and Other Costs [1] 53,998 49,540 164,542 159,126
Depreciation, Depletion and Amortization 11,086 11,059 33,639 33,769
Freight Expense 900 611 3,529 9,444
Selling, General and Administrative Expenses [2] 2,840 3,899 10,353 10,260
Interest Expense, Net [3] 1,587 1,560 4,495 5,295
Total Costs 70,411 66,669 216,558 217,894
Net Income 6,970 8,645 36,577 49,978
Less: General Partner Interest in Net Income 118 146 617 846
Limited Partner Interest in Net Income $ 6,852 $ 8,499 $ 35,960 $ 49,132
Earnings Per Share [Abstract]        
Net Income per Limited Partner Unit - Basic (in dollars per share) $ 0.25 $ 0.31 $ 1.30 $ 1.79
Net Income per Limited Partner Unit - Diluted (in dollars per share) $ 0.25 $ 0.31 $ 1.30 $ 1.78
Limited Partner Units Outstanding - Basic (in shares) 27,632,770 27,521,519 27,618,396 27,508,275
Limited Partner Units Outstanding - Diluted (in shares) 27,667,477 27,628,202 27,654,684 27,592,838
Cash Distributions Declared per Unit (in dollars per share) [4] $ 0.5125 $ 0.5125 $ 1.5375 $ 1.5375
Coal Revenue        
Revenue from contracts with customers $ 75,385 $ 73,700 $ 246,166 $ 254,126
Freight Revenue        
Revenue from contracts with customers $ 900 $ 611 $ 3,529 $ 9,444
[1] Related Party of $838 and $725 for the three months ended and $2,368 and $2,172 for the nine months ended September 30, 2019 and September 30, 2018, respectively.
[2] Related Party of $1,902 and $2,345 for the three months ended and $6,932 and $5,943 for the nine months ended September 30, 2019 and September 30, 2018, respectively.
[3] Related party of $1,587 and $1,560 for the three months ended and $4,495 and $5,295 nine months ended September 30, 2019 and September 30, 2018, respectively.
[4] Represents the cash distributions declared related to the period presented. See Note 16 - Subsequent Events.
v3.19.3
Receivables Financing Agreement (Details) - Receivables Financing Agreement - USD ($)
9 Months Ended
Nov. 30, 2017
Sep. 30, 2019
Line of Credit Facility [Line Items]    
Maximum amount of advances $ 100,000,000  
Trade receivables sold   $ 27,245,000
Minimum    
Line of Credit Facility [Line Items]    
Program and participation fee 2.00%  
Maximum    
Line of Credit Facility [Line Items]    
Program and participation fee 2.50%  
v3.19.3
Long-Term Incentive Plan - Schedule of Nonvested Phantom Units (Details) - Phantom Share Units (PSUs) - Long-Term Incentive Plan
9 Months Ended
Sep. 30, 2019
$ / shares
shares
Number of Units  
Nonvested beginning of period (in shares) | shares 223,676
Granted (in shares) | shares 17,190
Vested (in shares) | shares (158,554)
Forfeited (in shares) | shares (2,723)
Nonvested end of the period (in shares) | shares 79,589
Weighted Average Grant Date Fair Value per Unit  
Nonvested beginning of period (in dollars per share) | $ / shares $ 15.67
Granted (in dollars per share) | $ / shares 17.45
Vested (in dollars per share) | $ / shares 13.41
Forfeited (in dollars per share) | $ / shares 18.95
Nonvested end of period (in dollars per share) | $ / shares $ 18.63
v3.19.3
Related Party (Tables)
9 Months Ended
Sep. 30, 2019
Related Party Transactions [Abstract]  
Schedule of Charges for Services
Charges for services from CONSOL Energy under the Omnibus Agreement include the following:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Operating and Other Costs
$
838

 
$
725

 
$
2,368

 
$
2,172

Selling, General and Administrative Expenses
1,902

 
2,345

 
6,932

 
5,943

Total Services from CONSOL Energy
$
2,740

 
$
3,070

 
$
9,300

 
$
8,115


v3.19.3
Other Accrued Liabilities (Tables)
9 Months Ended
Sep. 30, 2019
Payables and Accruals [Abstract]  
Schedule of Accrued Liabilities

 
September 30,
2019
 
December 31, 2018
Subsidence Liability
$
23,301

 
$
20,883

Accrued Payroll and Benefits
3,677

 
2,693

Accrued Interest (Related Party)
2,300

 
1,767

Accrued Other Taxes
534

 
1,071

Other
1,345

 
2,440

Current Portion of Long-Term Liabilities:
 
 
 
Operating Lease Liability
3,829

 

Workers’ Compensation
1,985

 
1,554

Asset Retirement Obligations
954

 
1,202

Pneumoconiosis Benefits
146

 
165

Long-Term Disability
121

 
141

Total Other Accrued Liabilities
$
38,192

 
$
31,916


v3.19.3
Revenue
9 Months Ended
Sep. 30, 2019
Revenue from Contract with Customer [Abstract]  
Revenue REVENUE:

The following table disaggregates our revenue by major source for the three and nine months ended September 30, 2019 and September 30, 2018:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Coal Revenue
$
75,385

 
$
73,700

 
$
246,166

 
$
254,126

Freight Revenue
900

 
611

 
3,529

 
9,444

Total Revenue from Contracts with Customers
$
76,285

 
$
74,311

 
$
249,695

 
$
263,570



Our revenue is recognized when title passes to the customer. We have determined that each ton of coal represents a separate and distinct performance obligation. Our coal supply contracts and other sales and operating revenue contracts vary in length from short-term to long-term contracts and do not typically have significant financing components.

The estimated transaction price from each of our contracts is based on the total amount of consideration to which we expect to be entitled under the contract. Included in the transaction price for certain coal supply contracts is the impact of variable consideration, including quality price adjustments, handling services, per-ton price fluctuations based on certain coal sales price indices and anticipated payments in lieu of shipments. The estimated transaction price for each contract is allocated to our performance obligations based on relative standalone selling prices determined at contract inception.

Coal Revenue

Revenues are recognized when title passes to the customers and the price is fixed and determinable. Generally, title passes when coal is loaded at the central preparation facility and, on occasion, at terminal locations or other customer destinations. Our coal contract revenue per ton is fixed and determinable and adjusted for nominal quality adjustments. Some coal contracts also contain positive electric power price-related adjustments in addition to a fixed base-price per ton. None of the Partnership's coal contracts allow for retroactive adjustments to pricing after title to the coal has passed.

Some of our contracts span multiple years and have annual pricing modification provisions, based upon market-driven or inflationary adjustments, where no additional value is exchanged. Also, some of our contracts contain favorable electric power price-related adjustments, which represent market-driven price adjustments, wherein there is no additional value exchanged. Management believes that the invoice price is the most appropriate rate at which to recognize revenue.

While we do, from time to time, experience costs of obtaining coal customer contracts with amortization periods greater than one year, those costs have been immaterial to our net income. As of and for the three and nine months ended September 30, 2019 and September 30, 2018, we do not have any capitalized costs to obtain customer contracts on our balance sheet nor have we recognized any amortization of previously existing capitalized costs of obtaining customer contracts. Further, the Partnership has not recognized any revenue in the current period from performance obligations satisfied (or partially satisfied) in previous periods.

Freight Revenue

Some of our coal contracts require that we sell our coal at locations other than our central preparation plant. The cost to transport our coal to the ultimate sales point is passed through to our customers and we recognize the freight revenue equal to the transportation cost when title of the coal passes to the customer.

Contract Balances

Contract assets are recorded as trade receivables and reported separately in the Partnership's unaudited Consolidated Balance Sheets from other contract assets as title passes to the customer and the Partnership's right to consideration becomes
unconditional. Payments for coal shipments are typically due within two to four weeks of the invoice date. The Partnership typically does not have material contract assets that are stated separately from trade receivables as the Partnership's performance obligations are satisfied as control of the goods or services passes to the customer, thereby granting the Partnership an unconditional right to receive consideration. Contract liabilities relate to consideration received in advance of the satisfaction of the Partnership's performance obligations. Contract liabilities are recognized as revenue at the point in time when control of the good or service passes to the customer.
v3.19.3
Leases
9 Months Ended
Sep. 30, 2019
Leases [Abstract]  
Leases LEASES:
        
On January 1, 2019, the Partnership adopted Accounting Standards Codification (“ASC”) Topic 842 using the transition option, “Comparatives Under 840 Option,” established by ASU 2018-11, Leases (Topic 842), Targeted Improvements. As allowed under this guidance, the Partnership elected not to recast the comparative periods presented when transitioning to ASC 842. As most of the Partnership's leases do not provide an implicit rate, the Partnership has taken a portfolio approach of applying its incremental borrowing rate based on the information available at the adoption date to calculate the present value of lease payments over the lease term. The Partnership has elected the package of practical expedients permitted under the transition guidance within the standard, which allows the Partnership (1) to not reassess whether any expired or existing contracts are or contain leases, (2) to not reassess the lease classification for any expired or existing leases, and (3) to not reassess initial direct costs for any existing leases. The Partnership has also elected the practical expedient to not evaluate land easements that existed or expired before its adoption of Topic 842 and the practical expedient to not separate lease and non-lease components; that is, to account lease and non-lease components in a contract as a single lease component for all classes of underlying assets. Further, the Partnership made an accounting policy election to keep leases with an initial term of twelve
months or less off the Consolidated Balance Sheets. The Partnership will recognize those lease payments in the unaudited Consolidated Statements of Operations over the lease term. For the three and nine months ended September 30, 2019, these short term lease expenses were not material to the Partnership's financial statements.

Based on the Partnership's lease portfolio, the standard had a material impact on the Partnership’s unaudited Consolidated Balance Sheets, but did not have a significant impact on the Partnership’s consolidated net earnings and cash flows. The most significant impact was the recognition of Right of Use (“ROU”) assets and lease liabilities for operating leases, while the accounting for finance leases remained substantially unchanged. The Partnership's bank covenants were not affected by this update. The Partnership recorded operating lease ROU assets and operating lease liabilities of approximately $20 million as of January 1, 2019, primarily related to mining equipment, based on the present value of the future lease payments on the date of adoption.

The Partnership determines if an arrangement is an operating or finance lease at inception of the applicable lease. For leases where the Partnership is the lessee, ROU assets represent the Partnership’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Partnership’s leases do not provide an implicit interest rate, the Partnership uses its incremental borrowing rate based on the information available on the commencement date in determining the present value of lease payments. The ROU asset also consists of any prepaid lease payments, lease incentives received, and costs which will be incurred in exiting a lease. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Partnership will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while the expense for finance leases is recognized as depreciation expense and interest expense using the interest method of recognition.

The Partnership has operating leases for mining or other equipment used in operations and office space. Many leases include one or more options to renew, some of which include options to extend the leases, and some leases include options to terminate or buy out the leases within a set period of time. In some of the Partnership’s lease agreements, the rental payments are adjusted periodically to reflect actual charges incurred for inflation and/or changes in other indexes. Many of our operating lease payments for mining equipment contain a variable component which is calculated based upon production metrics such as feet of advance or raw tonnage mined. While most of our leases contain clauses regarding the general condition of the equipment upon lease termination, they do not contain residual value guarantees.

For the three and nine ended September 30, 2019, the components of operating lease expense were as follows:
 
Three Months Ended
September 30, 2019
 
Nine Months Ended
September 30, 2019
Fixed Operating Lease Expense
$
1,494

 
$
4,674

Variable Operating Lease Expense
711

 
2,303

Total Operating Lease Expense
$
2,205

 
$
6,977

Supplemental cash flow information related to the Partnership’s operating leases for the nine months ended September 30, 2019 was as follows:
Cash Paid for Amounts Included in the Measurement of Operating Lease Liabilities
$
2,367

ROU Assets Obtained in Exchange for Operating Lease Obligations
$


    
The following table presents the lease balances within the unaudited Consolidated Balance Sheets, weighted average lease term, and weighted average discount rates related to the Partnership’s operating leases as of September 30, 2019:
Lease Assets and Liabilities
Classification
Amount
Assets:
 
 
Operating Lease ROU Assets
Other Assets
$
16,855

 
 
 
Liabilities:
 
 
Current:
 
 
     Operating Lease Liabilities
Other Accrued Liabilities
$
3,829

Long-Term:
 
 
     Operating Lease Liabilities
Operating Lease Liabilities
$
14,224

Total Operating Lease Liabilities
 
$
18,053

 
 
 
Weighted Average Remaining Lease Term (in Years)
 
4.10

Weighted Average Discount Rate
 
6.7
%

The Partnership also enters into finance leases for mining equipment and automobiles. Assets arising from finance leases are included in Property, Plant and Equipment, Net and the liabilities are included in Other Accrued Liabilities and Long-Term Debt in the Partnership's unaudited Consolidated Balance Sheets.

For the three and nine months ended September 30, 2019, the components of finance lease expense were as follows:
 
Three Months Ended
September 30, 2019
 
Nine Months Ended
September 30, 2019
Amortization of Right of Use Assets
$
966

 
$
2,899

Interest Expense
$
83

 
$
288

The following table presents the weighted average lease term and weighted average discount rates related to the Partnership’s finance leases as of September 30, 2019:
Weighted Average Remaining Lease Term (in Years)
1.45

Weighted Average Discount Rate
5.24
%

The following table presents the future maturities of the Partnership’s operating and finance lease liabilities, together with the present value of the net minimum lease payments, at September 30, 2019:

Finance Leases
Operating Leases
Remainder of 2019
$
700

$
2,114

2020
4,179

5,722

2021
1,054

5,483

2022
14

3,029

2023
11

1,314

Thereafter

2,941

Total minimum lease payments
$
5,958

$
20,603

Less amount representing interest
233

2,550

Present value of minimum lease payments
$
5,725

$
18,053


As of September 30, 2019, the Partnership had no additional significant operating or finance leases that had not yet commenced.
Leases LEASES:
        
On January 1, 2019, the Partnership adopted Accounting Standards Codification (“ASC”) Topic 842 using the transition option, “Comparatives Under 840 Option,” established by ASU 2018-11, Leases (Topic 842), Targeted Improvements. As allowed under this guidance, the Partnership elected not to recast the comparative periods presented when transitioning to ASC 842. As most of the Partnership's leases do not provide an implicit rate, the Partnership has taken a portfolio approach of applying its incremental borrowing rate based on the information available at the adoption date to calculate the present value of lease payments over the lease term. The Partnership has elected the package of practical expedients permitted under the transition guidance within the standard, which allows the Partnership (1) to not reassess whether any expired or existing contracts are or contain leases, (2) to not reassess the lease classification for any expired or existing leases, and (3) to not reassess initial direct costs for any existing leases. The Partnership has also elected the practical expedient to not evaluate land easements that existed or expired before its adoption of Topic 842 and the practical expedient to not separate lease and non-lease components; that is, to account lease and non-lease components in a contract as a single lease component for all classes of underlying assets. Further, the Partnership made an accounting policy election to keep leases with an initial term of twelve
months or less off the Consolidated Balance Sheets. The Partnership will recognize those lease payments in the unaudited Consolidated Statements of Operations over the lease term. For the three and nine months ended September 30, 2019, these short term lease expenses were not material to the Partnership's financial statements.

Based on the Partnership's lease portfolio, the standard had a material impact on the Partnership’s unaudited Consolidated Balance Sheets, but did not have a significant impact on the Partnership’s consolidated net earnings and cash flows. The most significant impact was the recognition of Right of Use (“ROU”) assets and lease liabilities for operating leases, while the accounting for finance leases remained substantially unchanged. The Partnership's bank covenants were not affected by this update. The Partnership recorded operating lease ROU assets and operating lease liabilities of approximately $20 million as of January 1, 2019, primarily related to mining equipment, based on the present value of the future lease payments on the date of adoption.

The Partnership determines if an arrangement is an operating or finance lease at inception of the applicable lease. For leases where the Partnership is the lessee, ROU assets represent the Partnership’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Partnership’s leases do not provide an implicit interest rate, the Partnership uses its incremental borrowing rate based on the information available on the commencement date in determining the present value of lease payments. The ROU asset also consists of any prepaid lease payments, lease incentives received, and costs which will be incurred in exiting a lease. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Partnership will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while the expense for finance leases is recognized as depreciation expense and interest expense using the interest method of recognition.

The Partnership has operating leases for mining or other equipment used in operations and office space. Many leases include one or more options to renew, some of which include options to extend the leases, and some leases include options to terminate or buy out the leases within a set period of time. In some of the Partnership’s lease agreements, the rental payments are adjusted periodically to reflect actual charges incurred for inflation and/or changes in other indexes. Many of our operating lease payments for mining equipment contain a variable component which is calculated based upon production metrics such as feet of advance or raw tonnage mined. While most of our leases contain clauses regarding the general condition of the equipment upon lease termination, they do not contain residual value guarantees.

For the three and nine ended September 30, 2019, the components of operating lease expense were as follows:
 
Three Months Ended
September 30, 2019
 
Nine Months Ended
September 30, 2019
Fixed Operating Lease Expense
$
1,494

 
$
4,674

Variable Operating Lease Expense
711

 
2,303

Total Operating Lease Expense
$
2,205

 
$
6,977

Supplemental cash flow information related to the Partnership’s operating leases for the nine months ended September 30, 2019 was as follows:
Cash Paid for Amounts Included in the Measurement of Operating Lease Liabilities
$
2,367

ROU Assets Obtained in Exchange for Operating Lease Obligations
$


    
The following table presents the lease balances within the unaudited Consolidated Balance Sheets, weighted average lease term, and weighted average discount rates related to the Partnership’s operating leases as of September 30, 2019:
Lease Assets and Liabilities
Classification
Amount
Assets:
 
 
Operating Lease ROU Assets
Other Assets
$
16,855

 
 
 
Liabilities:
 
 
Current:
 
 
     Operating Lease Liabilities
Other Accrued Liabilities
$
3,829

Long-Term:
 
 
     Operating Lease Liabilities
Operating Lease Liabilities
$
14,224

Total Operating Lease Liabilities
 
$
18,053

 
 
 
Weighted Average Remaining Lease Term (in Years)
 
4.10

Weighted Average Discount Rate
 
6.7
%

The Partnership also enters into finance leases for mining equipment and automobiles. Assets arising from finance leases are included in Property, Plant and Equipment, Net and the liabilities are included in Other Accrued Liabilities and Long-Term Debt in the Partnership's unaudited Consolidated Balance Sheets.

For the three and nine months ended September 30, 2019, the components of finance lease expense were as follows:
 
Three Months Ended
September 30, 2019
 
Nine Months Ended
September 30, 2019
Amortization of Right of Use Assets
$
966

 
$
2,899

Interest Expense
$
83

 
$
288

The following table presents the weighted average lease term and weighted average discount rates related to the Partnership’s finance leases as of September 30, 2019:
Weighted Average Remaining Lease Term (in Years)
1.45

Weighted Average Discount Rate
5.24
%

The following table presents the future maturities of the Partnership’s operating and finance lease liabilities, together with the present value of the net minimum lease payments, at September 30, 2019:

Finance Leases
Operating Leases
Remainder of 2019
$
700

$
2,114

2020
4,179

5,722

2021
1,054

5,483

2022
14

3,029

2023
11

1,314

Thereafter

2,941

Total minimum lease payments
$
5,958

$
20,603

Less amount representing interest
233

2,550

Present value of minimum lease payments
$
5,725

$
18,053


As of September 30, 2019, the Partnership had no additional significant operating or finance leases that had not yet commenced.
v3.19.3
Fair Value of Financial Instruments
9 Months Ended
Sep. 30, 2019
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments FAIR VALUE OF FINANCIAL INSTRUMENTS:

The Partnership determines the fair value of assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. The fair value hierarchy is based on whether the inputs to valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources (including LIBOR-based discount rates), while unobservable inputs reflect the Partnership’s own assumptions of what market participants would use.

The fair value hierarchy includes three levels of inputs that may be used to measure fair value as described below.

Level One - Quoted prices for identical instruments in active markets.

Level Two - The fair value of the assets and liabilities included in Level 2 are based on standard industry income approach models that use significant observable inputs, including LIBOR-based discount rates.

Level Three - Unobservable inputs significant to the fair value measurement supported by little or no market activity. The significant unobservable inputs used in the fair value measurement of the Partnership’s third party guarantees are the credit risk of the third party and the third party surety bond markets.

In those cases when the inputs used to measure fair value meet the definition of more than one level of the fair value hierarchy, the lowest level input that is significant to the fair value measurement in its totality determines the applicable level in the fair value hierarchy.

The following methods and assumptions were used to estimate the fair value for which the fair value option was not elected:

Long-term debt: The fair value of long-term debt is measured using unadjusted quoted market prices or estimated using discounted cash flow analyses. The discounted cash flow analyses are based on current market rates for instruments with similar cash flows.

The carrying amounts and fair values of financial instruments for which the fair value option was not elected are as follows:
 
September 30, 2019
 
December 31, 2018
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Affiliated Company Credit Agreement - Related Party
$
181,400

 
$
181,400

 
$
163,000

 
$
163,000


The Partnership’s debt obligations are valued through reference to the applicable underlying benchmark rate and, as a result, constitute Level 2 fair value measurements.
v3.19.3
Commitments and Contingent Liabilities (Details)
9 Months Ended
Sep. 30, 2019
USD ($)
Guarantor Obligations [Line Items]  
Maximum potential future payments $ 99,075,000
Financial Standby Letter of Credit  
Guarantor Obligations [Line Items]  
Maximum potential future payments $ 1,629,000
Instrument expiration period 1 year
Environment Related Contingency | Surety Bonds  
Guarantor Obligations [Line Items]  
Maximum potential future payments $ 88,834,000
Instrument expiration period 3 years
Employee Related Contingency | Surety Bonds  
Guarantor Obligations [Line Items]  
Maximum potential future payments $ 8,612,000
Instrument expiration period 3 years
v3.19.3
Long-Term Incentive Plan - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Phantom Share Units (PSUs)        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Fair value of restricted stock units vested $ 1 $ 40 $ 2,906 $ 2,508
Common Unit        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Shares authorized under LTIP (in shares) 2,300,000   2,300,000  
Common Unit | Phantom Share Units (PSUs)        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Unearned compensation $ 471   $ 471  
Unearned compensation expense amortization period     4 months 2 days  
Common Unit | Selling, General and Administrative Expense        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Amortization expense due to vesting $ 344 $ 503 $ 1,082 $ 1,370
v3.19.3
Consolidated Statement of Partners' Capital - USD ($)
$ in Thousands
Total
Common
Accumulated Other Comprehensive Income (Loss)
Limited Partners
Common
Limited Partners
Subordinated
General Partner
Beginning Balance at Dec. 31, 2017 $ 213,156   $ 10,443 $ 205,974 $ (15,225) $ 11,964
Increase (Decrease) in Partners' Capital [Roll Forward]            
Net Income 21,957     12,477 9,108 372
Unitholder Distributions (14,346)     (8,153) (5,951) (242)
Unit-Based Compensation 359     359    
Units Withheld for Taxes (899)     (899)    
Actuarially Determined Long-Term Liability Adjustments (2)   (2)      
Ending Balance at Mar. 31, 2018 220,225   10,441 209,758 (12,068) 12,094
Beginning Balance at Dec. 31, 2017 213,156   10,443 205,974 (15,225) 11,964
Increase (Decrease) in Partners' Capital [Roll Forward]            
Net Income 49,978 $ 28,404        
Actuarially Determined Long-Term Liability Adjustments (6)          
Ending Balance at Sep. 30, 2018 220,545   10,437 210,376 (12,349) 12,081
Beginning Balance at Mar. 31, 2018 220,225   10,441 209,758 (12,068) 12,094
Increase (Decrease) in Partners' Capital [Roll Forward]            
Net Income 19,376     11,013 8,035 328
Unitholder Distributions (14,347)     (8,153) (5,950) (244)
Unit-Based Compensation 508     508    
Actuarially Determined Long-Term Liability Adjustments (2)   (2)      
Ending Balance at Jun. 30, 2018 225,760   10,439 213,126 (9,983) 12,178
Increase (Decrease) in Partners' Capital [Roll Forward]            
Net Income 8,645 4,914   4,914 3,585 146
Unitholder Distributions (14,348)     (8,154) (5,951) (243)
Unit-Based Compensation 503     503    
Units Withheld for Taxes (13)     (13)    
Actuarially Determined Long-Term Liability Adjustments (2)   (2)      
Ending Balance at Sep. 30, 2018 220,545   10,437 210,376 (12,349) 12,081
Beginning Balance at Dec. 31, 2018 224,740   11,920 212,122 (11,421) 12,119
Increase (Decrease) in Partners' Capital [Roll Forward]            
Net Income 15,220     8,676 6,287 257
Unitholder Distributions (14,405)     (8,211) (5,951) (243)
Unit-Based Compensation 397     397    
Units Withheld for Taxes (880)     (880)    
Actuarially Determined Long-Term Liability Adjustments (3)   (3)      
Ending Balance at Mar. 31, 2019 225,069   11,917 212,104 (11,085) 12,133
Beginning Balance at Dec. 31, 2018 224,740   11,920 212,122 (11,421) 12,119
Increase (Decrease) in Partners' Capital [Roll Forward]            
Net Income 36,577 23,729        
Actuarially Determined Long-Term Liability Adjustments (11)          
Ending Balance at Sep. 30, 2019 218,294   11,909 194,378 0 12,007
Beginning Balance at Mar. 31, 2019 225,069   11,917 212,104 (11,085) 12,133
Increase (Decrease) in Partners' Capital [Roll Forward]            
Net Income 14,387     8,201 5,944 242
Unitholder Distributions (14,404)     (8,211) (5,950) (243)
Unit-Based Compensation 341     341    
Actuarially Determined Long-Term Liability Adjustments (3)   (3)      
Ending Balance at Jun. 30, 2019 225,390   11,914 212,435 (11,091) 12,132
Increase (Decrease) in Partners' Capital [Roll Forward]            
Net Income 6,970 $ 6,852   6,852   118
Unitholder Distributions (14,405)     (8,211) (5,951) (243)
Conversion of Subordinated Units to Common Units [1] 0     (17,042) 17,042  
Unit-Based Compensation 344     344    
Actuarially Determined Long-Term Liability Adjustments (5)   (5)      
Ending Balance at Sep. 30, 2019 $ 218,294   $ 11,909 $ 194,378 $ 0 $ 12,007
[1] All subordinated units were converted to common units on a one-for-one basis on August 16, 2019. For purposes of calculating net income per common and subordinated unit, the conversion of the subordinated units is deemed to have occurred on July 1, 2019. See Note 3 - Net Income Per Limited Partner and General Partner Interest.
v3.19.3
Consolidated Statements of Operations (Parenthetical) - CONSOL Energy - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Expenses from transactions with related party $ 2,740 $ 3,070 $ 9,300 $ 8,115
Operating and Other Costs        
Expenses from transactions with related party 838 725 2,368 2,172
Selling, General and Administrative Expenses        
Expenses from transactions with related party 1,902 2,345 6,932 5,943
Interest Expense, Net        
Expenses from transactions with related party $ 1,587 $ 1,560 $ 4,495 $ 5,295
v3.19.3
Long-Term Incentive Plan (Tables)
9 Months Ended
Sep. 30, 2019
Share-based Payment Arrangement [Abstract]  
Schedule of Nonvested Phantom Units The following represents the nonvested phantom units and their corresponding weighted average grant date fair value:
 
Number of Units
 
Weighted Average Grant Date Fair Value per Unit
Nonvested at December 31, 2018
223,676

 
$
15.67

Granted
17,190

 
$
17.45

Vested
(158,554
)
 
$
13.41

Forfeited
(2,723
)
 
$
18.95

Nonvested at September 30, 2019
79,589

 
$
18.63


v3.19.3
Long-Term Debt (Tables)
9 Months Ended
Sep. 30, 2019
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt

 
September 30,
2019
 
December 31,
2018
Affiliated Company Credit Agreement (4.00% and 3.75% interest rate at September 30, 2019 and December 31, 2018, respectively)
$
181,400

 
$
163,000

Other Asset-Backed Financing Maturing in December 2020, 6.35% Weighted Average Interest Rate at September 30, 2019
959

 

 
182,359

 
163,000

Less: Amounts Due in One Year*
959

 

Long-Term Debt
$
181,400

 
$
163,000



* Excludes current portion of Finance Lease Obligations of $3,640 and at $3,503 at September 30, 2019 and December 31, 2018, respectively.
v3.19.3
Components of Coal Workers' Pneumoconiosis (CWP) and Workers' Compensation Net Periodic Benefit Costs
9 Months Ended
Sep. 30, 2019
Retirement Benefits [Abstract]  
Components of Coal Workers' Pneumoconiosis (CWP) and Workers' Compensation Net Periodic Benefit Costs COMPONENTS OF COAL WORKERS’ PNEUMOCONIOSIS (CWP) AND WORKERS’ COMPENSATION NET PERIODIC BENEFIT COSTS:

The Partnership is obligated to CONSOL Energy for medical and disability benefits to certain CPCC employees and their dependents resulting from occurrences of coal workers’ pneumoconiosis disease and is also obligated to CONSOL Energy to compensate certain individuals who are entitled benefits under workers’ compensation laws.

 
CWP
 
Workers Compensation
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
Service Cost
$
200

 
$
372

 
$
600

 
$
1,117

 
$
349

 
$
366

 
$
1,046

 
$
1,098

Interest Cost
49

 
36

 
146

 
108

 
41

 
35

 
124

 
105

Amortization of Actuarial (Gain) Loss
6

 
(5
)
 
19

 
(16
)
 
(12
)
 
(1
)
 
(37
)
 
(4
)
State Administrative Fees and Insurance Bond Premiums

 

 

 

 
53

 
18

 
149

 
47

Net Periodic Benefit Cost
$
255

 
$
403

 
$
765

 
$
1,209

 
$
431

 
$
418

 
$
1,282

 
$
1,246


v3.19.3
Basis of Presentation
9 Months Ended
Sep. 30, 2019
Accounting Policies [Abstract]  
Basis of Presentation BASIS OF PRESENTATION:

The accompanying unaudited Consolidated Financial Statements were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

For the three and nine months ended September 30, 2019 and 2018, the unaudited Consolidated Financial Statements include the accounts of CONSOL Operating and CONSOL Thermal Holdings, wholly owned and controlled subsidiaries.

The Partnership is a master limited partnership formed on March 16, 2015 to manage and further develop all of our sponsor's active coal operations in Pennsylvania. As of September 30, 2019, the Partnership's assets are comprised of a 25% undivided interest in, and operational control over, the Pennsylvania Mining Complex. The Partnership's common units trade on the New York Stock Exchange under the ticker symbol “CCR.”

Recent Accounting Pronouncements:

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15 - Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40) to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. The amendments in update 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements of capitalizing implementation costs incurred to develop or obtain internal-use software. These changes will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Management does not expect this update to have a material impact on the Partnership's financial statements.

In August 2018, the FASB issued ASU 2018-14 - Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20) to improve the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by GAAP. The amendments modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. These changes will be effective for fiscal years ending after December 15, 2020, including interim periods within those fiscal years. Management is currently evaluating the impact this guidance may have on the Partnership's financial statements.

In August 2018, the FASB issued ASU 2018-13 - Fair Value Measurement (Topic 820) to improve the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by GAAP. The amendments modify the disclosure requirements on fair value measurements, including the consideration of costs and benefits. These changes will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Management does not expect this update to have a material impact on the Partnership's financial statements.

In June 2016, the FASB issued ASU 2016-13 - Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which provides financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this, the amendments in this ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The measurement of expected credit losses will be based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. In May 2019, the FASB updated Topic 326 by issuing ASU 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief, which provides entities that have certain instruments within the scope of Subtopic 326-20, Financial Instruments-Credit Losses - Measured at Amortized Cost, with an option to irrevocably elect the fair value option in Subtopic 825-10, Financial Instruments-Overall, applied on an instrument-by-instrument basis for eligible instruments, upon adoption of Topic 326. The amendments in these updates will be applied using a modified-retrospective approach and, for public entities, are effective for fiscal years beginning after December 15, 2019 and interim periods within those annual periods. Management does not expect this update to have a material impact on the Partnership's financial statements.
Reclassifications:

Certain amounts in prior periods have been reclassified to conform with the report classifications of the current period, including the reclassification of the Current Portion of Long-Term Debt, previously included in Other Accrued Liabilities on the Consolidated Balance Sheets. These reclassifications had no effect on previously reported Total Current Liabilities and are not material to the prior year presentation.
v3.19.3
Property, Plant and Equipment
9 Months Ended
Sep. 30, 2019
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment PROPERTY, PLANT AND EQUIPMENT:

 
September 30,
2019
 
December 31,
2018
Coal and Other Plant and Equipment
$
663,048

 
$
636,105

Coal Properties and Surface Lands
123,933

 
122,679

Airshafts
105,148

 
102,275

Mine Development
81,538

 
81,538

Advance Mining Royalties
3,751

 
3,701

Total Property, Plant and Equipment
977,418

 
946,298

Less: Accumulated Depreciation, Depletion and Amortization
559,538

 
526,747

Total Property, Plant and Equipment, Net
$
417,880

 
$
419,551



Coal reserves are controlled either through fee ownership or by lease. The duration of the leases vary; however, the lease terms generally are extended automatically to the exhaustion of economically recoverable reserves, as long as active mining continues. Coal interests held by lease provide the same rights as fee ownership for mineral extraction and are legally considered real property interests.

As of September 30, 2019 and December 31, 2018, property, plant and equipment includes gross assets under finance lease of $11,879 and $11,919, respectively. Accumulated amortization for finance leases was $6,380 and $3,529 at September 30, 2019 and December 31, 2018, respectively. Amortization expense for assets under finance leases approximated $966 and $967 for the three months ended and $2,899 and $2,262 for the nine months ended September 30, 2019 and September 30, 2018, respectively, and is included in Depreciation, Depletion and Amortization in the accompanying unaudited Consolidated Statements of Operations.
v3.19.3
Related Party
9 Months Ended
Sep. 30, 2019
Related Party Transactions [Abstract]  
Related Party RELATED PARTY:

Omnibus Agreement

The Partnership is a party to the Omnibus Agreement, dated September 30, 2016, as amended on November 28, 2017, with our sponsor and certain of its subsidiaries. Under the Omnibus Agreement, we are obligated to make certain payments to, and reimburse, CONSOL Energy for the provision of certain services in connection with our operations.

Charges for services from CONSOL Energy under the Omnibus Agreement include the following:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Operating and Other Costs
$
838

 
$
725

 
$
2,368

 
$
2,172

Selling, General and Administrative Expenses
1,902

 
2,345

 
6,932

 
5,943

Total Services from CONSOL Energy
$
2,740

 
$
3,070

 
$
9,300

 
$
8,115



At September 30, 2019 and December 31, 2018, the Partnership had a net payable to CONSOL Energy in the amount of $2,882 and $3,831, respectively. This payable includes reimbursements for business expenses, executive fees, stock-based compensation and other items under the Omnibus Agreement.

Affiliated Company Credit Agreement

As described in Note 8, the Partnership is also a party to the Affiliated Company Credit Agreement with CONSOL Energy.

For the three and nine months ended September 30, 2019, $2,003 and $5,770, respectively, of interest was incurred under the Affiliated Company Credit Agreement, of which $1,587 and $4,495, respectively, is included in Interest Expense, Net in the unaudited Consolidated Statements of Operations, and $416 and $1,275, respectively, was capitalized and included in
Property, Plant and Equipment in the unaudited Consolidated Balance Sheets. For the three and nine months ended September 30, 2018, $1,832 and $5,942, respectively, of interest was incurred under the Affiliated Company Credit Agreement, of which $1,560 and $5,295, respectively, is included in Interest Expense, Net in the unaudited Consolidated Statements of Operations, and $272 and $647, respectively, was capitalized and included in Property, Plant and Equipment in the unaudited Consolidated Balance Sheets. Interest is calculated based upon a fixed rate, determined quarterly, depending on the total net leverage ratio. For the three and nine months ended September 30, 2019, the average interest rate was 3.88% and 3.79%, respectively. For the three and nine months ended September 30, 2018, the average interest rate was 3.87% and 4.04%, respectively. See Note 8 - Long-Term Debt for more information.

Repurchase Program

In May 2019, CONSOL Energy's Board of Directors approved an expansion of the stock, unit and debt repurchase program. The program previously allowed CONSOL Energy to use up to $25 million of the program to purchase the Partnership's outstanding common units in the open market.  CONSOL Energy's Board of Directors approved changing the termination date of the program from June 30, 2019 to June 30, 2020. Also, in accordance with CONSOL Energy’s credit facility covenants, the total amount that can be used for repurchases of the Partnership's outstanding common units was raised to $50 million. During the three and nine months ended September 30, 2019, 19,413 and 26,297 common units were purchased at an average price of $12.88 and $14.05 per unit, respectively. During the three and nine months ended September 30, 2018, 77,536 common units were purchased at an average price of $17.86 per unit, respectively.

Conversion of Subordinated Units

In August 2019, upon payment of the cash distribution with respect to the quarter ended June 30, 2019, the financial requirements for the conversion of all the Partnership's subordinated units were satisfied. As a result, all 11,611,067 subordinated units, owned entirely by CONSOL Energy Inc., were converted into common units on a one-for-one basis. The conversion did not impact the amount of the cash distribution paid or the total number of the Partnership’s outstanding units representing limited partner interests.
v3.19.3
Basis of Presentation (Policies)
9 Months Ended
Sep. 30, 2019
Accounting Policies [Abstract]  
Basis of Presentation

The accompanying unaudited Consolidated Financial Statements were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

For the three and nine months ended September 30, 2019 and 2018, the unaudited Consolidated Financial Statements include the accounts of CONSOL Operating and CONSOL Thermal Holdings, wholly owned and controlled subsidiaries.

Recent Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15 - Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40) to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. The amendments in update 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements of capitalizing implementation costs incurred to develop or obtain internal-use software. These changes will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Management does not expect this update to have a material impact on the Partnership's financial statements.

In August 2018, the FASB issued ASU 2018-14 - Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20) to improve the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by GAAP. The amendments modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. These changes will be effective for fiscal years ending after December 15, 2020, including interim periods within those fiscal years. Management is currently evaluating the impact this guidance may have on the Partnership's financial statements.

In August 2018, the FASB issued ASU 2018-13 - Fair Value Measurement (Topic 820) to improve the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by GAAP. The amendments modify the disclosure requirements on fair value measurements, including the consideration of costs and benefits. These changes will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Management does not expect this update to have a material impact on the Partnership's financial statements.

In June 2016, the FASB issued ASU 2016-13 - Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which provides financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this, the amendments in this ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The measurement of expected credit losses will be based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. In May 2019, the FASB updated Topic 326 by issuing ASU 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief, which provides entities that have certain instruments within the scope of Subtopic 326-20, Financial Instruments-Credit Losses - Measured at Amortized Cost, with an option to irrevocably elect the fair value option in Subtopic 825-10, Financial Instruments-Overall, applied on an instrument-by-instrument basis for eligible instruments, upon adoption of Topic 326. The amendments in these updates will be applied using a modified-retrospective approach and, for public entities, are effective for fiscal years beginning after December 15, 2019 and interim periods within those annual periods. Management does not expect this update to have a material impact on the Partnership's financial statements.
Reclassifications
Certain amounts in prior periods have been reclassified to conform with the report classifications of the current period, including the reclassification of the Current Portion of Long-Term Debt, previously included in Other Accrued Liabilities on the Consolidated Balance Sheets. These reclassifications had no effect on previously reported Total Current Liabilities and are not material to the prior year presentation.
Revenue Our revenue is recognized when title passes to the customer. We have determined that each ton of coal represents a separate and distinct performance obligation. Our coal supply contracts and other sales and operating revenue contracts vary in length from short-term to long-term contracts and do not typically have significant financing components.

The estimated transaction price from each of our contracts is based on the total amount of consideration to which we expect to be entitled under the contract. Included in the transaction price for certain coal supply contracts is the impact of variable consideration, including quality price adjustments, handling services, per-ton price fluctuations based on certain coal sales price indices and anticipated payments in lieu of shipments. The estimated transaction price for each contract is allocated to our performance obligations based on relative standalone selling prices determined at contract inception.

Coal Revenue

Revenues are recognized when title passes to the customers and the price is fixed and determinable. Generally, title passes when coal is loaded at the central preparation facility and, on occasion, at terminal locations or other customer destinations. Our coal contract revenue per ton is fixed and determinable and adjusted for nominal quality adjustments. Some coal contracts also contain positive electric power price-related adjustments in addition to a fixed base-price per ton. None of the Partnership's coal contracts allow for retroactive adjustments to pricing after title to the coal has passed.

Some of our contracts span multiple years and have annual pricing modification provisions, based upon market-driven or inflationary adjustments, where no additional value is exchanged. Also, some of our contracts contain favorable electric power price-related adjustments, which represent market-driven price adjustments, wherein there is no additional value exchanged. Management believes that the invoice price is the most appropriate rate at which to recognize revenue.

While we do, from time to time, experience costs of obtaining coal customer contracts with amortization periods greater than one year, those costs have been immaterial to our net income. As of and for the three and nine months ended September 30, 2019 and September 30, 2018, we do not have any capitalized costs to obtain customer contracts on our balance sheet nor have we recognized any amortization of previously existing capitalized costs of obtaining customer contracts. Further, the Partnership has not recognized any revenue in the current period from performance obligations satisfied (or partially satisfied) in previous periods.

Freight Revenue

Some of our coal contracts require that we sell our coal at locations other than our central preparation plant. The cost to transport our coal to the ultimate sales point is passed through to our customers and we recognize the freight revenue equal to the transportation cost when title of the coal passes to the customer.
Leases The Partnership determines if an arrangement is an operating or finance lease at inception of the applicable lease. For leases where the Partnership is the lessee, ROU assets represent the Partnership’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Partnership’s leases do not provide an implicit interest rate, the Partnership uses its incremental borrowing rate based on the information available on the commencement date in determining the present value of lease payments. The ROU asset also consists of any prepaid lease payments, lease incentives received, and costs which will be incurred in exiting a lease. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Partnership will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while the expense for finance leases is recognized as depreciation expense and interest expense using the interest method of recognition.

The Partnership has operating leases for mining or other equipment used in operations and office space. Many leases include one or more options to renew, some of which include options to extend the leases, and some leases include options to terminate or buy out the leases within a set period of time. In some of the Partnership’s lease agreements, the rental payments are adjusted periodically to reflect actual charges incurred for inflation and/or changes in other indexes. Many of our operating lease payments for mining equipment contain a variable component which is calculated based upon production metrics such as feet of advance or raw tonnage mined. While most of our leases contain clauses regarding the general condition of the equipment upon lease termination, they do not contain residual value guarantees.
v3.19.3
Other Accrued Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Payables and Accruals [Abstract]    
Subsidence Liability $ 23,301 $ 20,883
Accrued Payroll and Benefits 3,677 2,693
Accrued Interest (Related Party) 2,300 1,767
Accrued Other Taxes 534 1,071
Other 1,345 2,440
Current Portion of Long-Term Liabilities:    
Operating Lease Liability 3,829  
Workers’ Compensation 1,985 1,554
Asset Retirement Obligations 954 1,202
Pneumoconiosis Benefits 146 165
Long-Term Disability 121 141
Total Other Accrued Liabilities $ 38,192 $ 31,916
v3.19.3
Leases - Narrative (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Jan. 01, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]    
Right of Use Asset—Operating Leases $ 16,855  
Operating lease liabilities $ 18,053  
Accounting Standards Update 2016-02    
New Accounting Pronouncements or Change in Accounting Principle [Line Items]    
Right of Use Asset—Operating Leases   $ 20,000
Operating lease liabilities   $ 20,000
v3.19.3
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Cash Flows from Operating Activities:    
Net Income $ 36,577 $ 49,978
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:    
Depreciation, Depletion and Amortization 33,639 33,769
Loss (Gain) on Sale of Assets 5 (62)
Unit-Based Compensation 1,082 1,370
Changes in Operating Assets:    
Accounts and Notes Receivable (4,353) 13,393
Inventories (273) 278
Prepaid Expenses (1,998) (1,708)
Changes in Other Assets 1,610 531
Changes in Operating Liabilities:    
Accounts Payable (2,041) 680
Accounts Payable—Related Party (949) (1,498)
Other Operating Liabilities 3,645 (2,483)
Changes in Other Liabilities 561 886
Net Cash Provided by Operating Activities 67,505 95,134
Cash Flows from Investing Activities:    
Capital Expenditures (29,354) (20,256)
Proceeds from Sales of Assets 4 170
Net Cash Used in Investing Activities (29,350) (20,086)
Cash Flows from Financing Activities:    
Payments on Finance Leases (2,853) (2,125)
Net Proceeds from (Payments on) Related Party Long-Term Notes 18,400 (29,583)
Payments for Unitholder Distributions (43,214) (43,041)
Units Withheld for Taxes (880) (912)
Net Cash Used in Financing Activities (28,547) (75,661)
Net Increase (Decrease) in Cash 9,608 (613)
Cash at Beginning of Period 1,003 1,533
Cash at End of Period 10,611 920
Non-Cash Investing and Financing Activities:    
Finance Lease 0 11,495
Longwall Shield Rebuild $ 959 $ 0
v3.19.3
Components of Coal Workers' Pneumoconiosis (CWP) and Workers' Compensation Net Periodic Benefit Costs (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
CWP        
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]        
Service Cost $ 200 $ 372 $ 600 $ 1,117
Interest Cost 49 36 146 108
Amortization of Actuarial (Gain) Loss 6 (5) 19 (16)
State Administrative Fees and Insurance Bond Premiums 0 0 0 0
Net Periodic Benefit Cost 255 403 765 1,209
Workers’ Compensation        
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]        
Service Cost 349 366 1,046 1,098
Interest Cost 41 35 124 105
Amortization of Actuarial (Gain) Loss (12) (1) (37) (4)
State Administrative Fees and Insurance Bond Premiums 53 18 149 47
Net Periodic Benefit Cost $ 431 $ 418 $ 1,282 $ 1,246
v3.19.3
Related Party - Schedule of Charges for Services (Details) - CONSOL Energy - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Related Party Transaction [Line Items]        
Expenses from transactions with related party $ 2,740 $ 3,070 $ 9,300 $ 8,115
Operating and Other Costs        
Related Party Transaction [Line Items]        
Expenses from transactions with related party 838 725 2,368 2,172
Selling, General and Administrative Expenses        
Related Party Transaction [Line Items]        
Expenses from transactions with related party $ 1,902 $ 2,345 $ 6,932 $ 5,943
v3.19.3
Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Current Assets:    
Cash $ 10,611 $ 1,003
Trade Receivables 27,245 21,871
Other Receivables 56 1,068
Inventories 11,339 11,066
Prepaid Expenses 7,094 5,096
Total Current Assets 56,345 40,104
Property, Plant and Equipment:    
Property, Plant and Equipment 977,418 946,298
Less—Accumulated Depreciation, Depletion and Amortization 559,538 526,747
Total Property, Plant and Equipment—Net 417,880 419,551
Other Assets:    
Right of Use Asset—Operating Leases 16,855  
Other Assets 13,298 14,908
Total Other Assets 30,153 14,908
TOTAL ASSETS 504,378 474,563
Current Liabilities:    
Accounts Payable 23,405 24,834
Accounts Payable—Related Party 2,882 3,831
Current Portion of Long-Term Debt 4,599 3,503
Other Accrued Liabilities 38,192 31,916
Total Current Liabilities 69,078 64,084
Long-Term Debt:    
Affiliated Company Credit Agreement—Related Party 181,400 163,000
Finance Lease Obligations 2,085  
Finance Lease Obligations   5,067
Total Long-Term Debt 183,485 168,067
Other Liabilities:    
Pneumoconiosis Benefits 4,897 4,260
Workers’ Compensation 2,914 3,119
Asset Retirement Obligations 10,939 9,775
Operating Lease Liability 14,224  
Other 547 518
Total Other Liabilities 33,521 17,672
TOTAL LIABILITIES 286,084 249,823
Partners’ Capital:    
General Partner Interest 12,007 12,119
Accumulated Other Comprehensive Income 11,909 11,920
Total Partners’ Capital 218,294 224,740
TOTAL LIABILITIES AND PARTNERS’ CAPITAL 504,378 474,563
Common Unit    
Partners’ Capital:    
Limited Partners' Capital Account 194,378 212,122
Subordinated Unit    
Partners’ Capital:    
Limited Partners' Capital Account $ 0 $ (11,421)
v3.19.3
Subsequent Events (Details) - $ / shares
3 Months Ended 9 Months Ended
Oct. 30, 2019
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Subsequent Event [Line Items]          
Cash distributions declared per unit (in dollars per share) [1]   $ 0.5125 $ 0.5125 $ 1.5375 $ 1.5375
Subsequent Event | Common Unit          
Subsequent Event [Line Items]          
Cash distributions declared per unit (in dollars per share) $ 0.5125        
[1] Represents the cash distributions declared related to the period presented. See Note 16 - Subsequent Events.
v3.19.3
Cover Page - shares
9 Months Ended
Sep. 30, 2019
Oct. 25, 2019
Cover page.    
Document Type 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 001-14901  
Entity Registrant Name CONSOL Coal Resources LP  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 47-3445032  
Entity Address, Address Line One 1000 CONSOL Energy Drive  
Entity Address, Address Line Two Suite 100  
Entity Address, City or Town Canonsburg  
Entity Address, State or Province PA  
Entity Address, Postal Zip Code 15317-6506  
City Area Code 724  
Local Phone Number 416-8300  
Title of 12(b) Security Common Units representing limited partner interests  
Trading Symbol CCR  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period true  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   27,632,824
Entity Central Index Key 0001637558  
Current Fiscal Year End Date --12-31  
Document Period End Date Sep. 30, 2019  
Document Fiscal Year Focus 2019  
Document Fiscal Period Focus Q3  
Amendment Flag false  
v3.19.3
Net Income Per Limited Partner and General Partner Interest
9 Months Ended
Sep. 30, 2019
Earnings Per Share [Abstract]  
Net Income Per Limited Partner and General Partner Interest NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST:
The Partnership allocates net income among our general partner and limited partners using the two-class method in accordance with applicable authoritative accounting guidance. Under the two-class method, we allocate our net income to our limited partners and our general partner in accordance with the terms of our Partnership Agreement. We also allocate any earnings in excess of distributions to our limited partners and our general partner in accordance with the terms of our Partnership Agreement. We allocate any distributions in excess of earnings for the period to our general partner and our limited partners based on their respective proportionate ownership interests in us, after taking into account distributions to be paid with respect to the incentive distribution rights, as set forth in the Partnership Agreement.
Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or agreements to issue common units, such as awards under the long-term incentive plan, were exercised, settled or converted into common units. When it is determined that potential common units resulting from an award subject to performance or market conditions should be included in the diluted net income per limited partner unit calculation, the impact is reflected by applying the treasury stock method.

On August 16, 2019, all 11,611,067 subordinated units were converted into common units on a one-for-one basis. For purposes of calculating net income per common and subordinated unit, the conversion of the subordinated units is deemed to have occurred on July 1, 2019. The conversion did not impact the amount of the cash distribution paid or the total number of the Partnership’s outstanding units representing limited partner interests. Upon payment of the cash distribution for the second quarter of 2019, the financial requirements for the conversion of all subordinated units were satisfied.

The following table illustrates the Partnership’s calculation of net income per unit for common units and subordinated units (in thousands, except for per unit information):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Net Income
$
6,970

 
$
8,645

 
$
36,577

 
$
49,978

Less: General Partner Interest in Net Income
118

 
146

 
617

 
846

Net Income Allocable to Limited Partner Units
$
6,852

 
$
8,499

 
$
35,960

 
$
49,132

 
 
 
 
 
 
 
 
Limited Partner Interest in Net Income - Common Units
$
6,852

 
$
4,914

 
$
23,729

 
$
28,404

Limited Partner Interest in Net Income - Subordinated Units

 
3,585

 
12,231

 
20,728

Limited Partner Interest in Net Income - Basic & Diluted
$
6,852

 
$
8,499

 
$
35,960

 
$
49,132

 
 
 
 
 
 
 
 
Weighted Average Limited Partner Units Outstanding - Basic
27,632,770

 
27,521,519

 
27,618,396

 
27,508,275

 
 
 
 
 
 
 
 
Weighted Average Limited Partner Units Outstanding - Diluted
27,667,477

 
27,628,202

 
27,654,684

 
27,592,838

 
 
 
 
 
 
 
 
Net Income Per Limited Partner Unit - Basic
 
 
 
 
 
 
 
 Common Units
$
0.25

 
$
0.31

 
$
1.30

 
$
1.79

 Subordinated Units
$

 
$
0.31

 
$
1.05

 
$
1.79

Net Income Per Limited Partner Unit - Basic
$
0.25

 
$
0.31

 
$
1.30

 
$
1.79

 
 
 
 
 
 
 
 
Net Income Per Limited Partner Unit - Diluted
 
 
 
 
 
 
 
 Common Units
$
0.25

 
$
0.31

 
$
1.30

 
$
1.78

 Subordinated Units
$

 
$
0.31

 
$
1.05

 
$
1.79

Net Income Per Limited Partner Unit - Diluted
$
0.25

 
$
0.31

 
$
1.30

 
$
1.78


There were zero phantom units excluded from the computation of the diluted earnings per unit, because their effect would be anti-dilutive for the three and nine months ended September 30, 2019 and 2018.
v3.19.3
Other Accrued Liabilities
9 Months Ended
Sep. 30, 2019
Payables and Accruals [Abstract]  
Other Accrued Liabilities OTHER ACCRUED LIABILITIES:

 
September 30,
2019
 
December 31, 2018
Subsidence Liability
$
23,301

 
$
20,883

Accrued Payroll and Benefits
3,677

 
2,693

Accrued Interest (Related Party)
2,300

 
1,767

Accrued Other Taxes
534

 
1,071

Other
1,345

 
2,440

Current Portion of Long-Term Liabilities:
 
 
 
Operating Lease Liability
3,829

 

Workers’ Compensation
1,985

 
1,554

Asset Retirement Obligations
954

 
1,202

Pneumoconiosis Benefits
146

 
165

Long-Term Disability
121

 
141

Total Other Accrued Liabilities
$
38,192

 
$
31,916


v3.19.3
Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Disaggregation of Revenue [Line Items]        
Total Revenue from Contracts with Customers $ 76,285 $ 74,311 $ 249,695 $ 263,570
Coal Revenue        
Disaggregation of Revenue [Line Items]        
Total Revenue from Contracts with Customers 75,385 73,700 246,166 254,126
Freight Revenue        
Disaggregation of Revenue [Line Items]        
Total Revenue from Contracts with Customers $ 900 $ 611 $ 3,529 $ 9,444
v3.19.3
Fair Value of Financial Instruments (Tables)
9 Months Ended
Sep. 30, 2019
Fair Value Disclosures [Abstract]  
Schedule of Carrying Amounts and Fair Values of Financial Instruments
The carrying amounts and fair values of financial instruments for which the fair value option was not elected are as follows:
 
September 30, 2019
 
December 31, 2018
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Affiliated Company Credit Agreement - Related Party
$
181,400

 
$
181,400

 
$
163,000

 
$
163,000


v3.19.3
Leases (Tables)
9 Months Ended
Sep. 30, 2019
Leases [Abstract]  
Components of Operating Lease Expense and Supplemental Cash Flow Information For the three and nine months ended September 30, 2019, the components of finance lease expense were as follows:
 
Three Months Ended
September 30, 2019
 
Nine Months Ended
September 30, 2019
Amortization of Right of Use Assets
$
966

 
$
2,899

Interest Expense
$
83

 
$
288

The following table presents the weighted average lease term and weighted average discount rates related to the Partnership’s finance leases as of September 30, 2019:
Weighted Average Remaining Lease Term (in Years)
1.45

Weighted Average Discount Rate
5.24
%

For the three and nine ended September 30, 2019, the components of operating lease expense were as follows:
 
Three Months Ended
September 30, 2019
 
Nine Months Ended
September 30, 2019
Fixed Operating Lease Expense
$
1,494

 
$
4,674

Variable Operating Lease Expense
711

 
2,303

Total Operating Lease Expense
$
2,205

 
$
6,977

Supplemental cash flow information related to the Partnership’s operating leases for the nine months ended September 30, 2019 was as follows:
Cash Paid for Amounts Included in the Measurement of Operating Lease Liabilities
$
2,367

ROU Assets Obtained in Exchange for Operating Lease Obligations
$


Schedule of Lease Balances, Weighted Average Lease Term and Discount Rates The following table presents the lease balances within the unaudited Consolidated Balance Sheets, weighted average lease term, and weighted average discount rates related to the Partnership’s operating leases as of September 30, 2019:
Lease Assets and Liabilities
Classification
Amount
Assets:
 
 
Operating Lease ROU Assets
Other Assets
$
16,855

 
 
 
Liabilities:
 
 
Current:
 
 
     Operating Lease Liabilities
Other Accrued Liabilities
$
3,829

Long-Term:
 
 
     Operating Lease Liabilities
Operating Lease Liabilities
$
14,224

Total Operating Lease Liabilities
 
$
18,053

 
 
 
Weighted Average Remaining Lease Term (in Years)
 
4.10

Weighted Average Discount Rate
 
6.7
%

Schedule of Future Maturities of Finance Lease Liabilities The following table presents the future maturities of the Partnership’s operating and finance lease liabilities, together with the present value of the net minimum lease payments, at September 30, 2019:

Finance Leases
Operating Leases
Remainder of 2019
$
700

$
2,114

2020
4,179

5,722

2021
1,054

5,483

2022
14

3,029

2023
11

1,314

Thereafter

2,941

Total minimum lease payments
$
5,958

$
20,603

Less amount representing interest
233

2,550

Present value of minimum lease payments
$
5,725

$
18,053


Schedule of Future Maturities of Operating Lease Liabilities The following table presents the future maturities of the Partnership’s operating and finance lease liabilities, together with the present value of the net minimum lease payments, at September 30, 2019:

Finance Leases
Operating Leases
Remainder of 2019
$
700

$
2,114

2020
4,179

5,722

2021
1,054

5,483

2022
14

3,029

2023
11

1,314

Thereafter

2,941

Total minimum lease payments
$
5,958

$
20,603

Less amount representing interest
233

2,550

Present value of minimum lease payments
$
5,725

$
18,053


v3.19.3
Commitments and Contingent Liabilities
9 Months Ended
Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingent Liabilities COMMITMENTS AND CONTINGENT LIABILITIES:

The Partnership is subject to various lawsuits and claims with respect to such matters as personal injury, wrongful death, damage to property, exposure to hazardous substances, governmental regulations (including environmental remediation), employment and contract disputes and other claims and actions arising out of the normal course of its business. We accrue the estimated loss for these lawsuits and claims when the loss is probable and can be estimated. Our current estimated accruals related to these pending claims, individually and in the aggregate, are immaterial to the financial position, results of operations or cash flows of the Partnership. It is possible that the aggregate loss in the future with respect to these lawsuits and claims could ultimately be material to the financial position, results of operations or cash flows of the Partnership; however, such amounts cannot be reasonably estimated.

At September 30, 2019, the Partnership was contractually obligated to CONSOL Energy for financial guarantees and letters of credit to certain third parties which were issued by CONSOL Energy on behalf of the Partnership. The maximum potential total of future payments that we could be required to make under these instruments is $99,075. The instruments are comprised of $1,629 of letters of credit expiring within the next year, $88,834 of environmental surety bonds expiring within the next three years, and $8,612 of employee-related and other surety bonds expiring within the next three years. Employee-related financial guarantees have primarily been provided to support various state workers’ compensation and federal black lung self-insurance programs. Environmental financial guarantees have primarily been provided to support various performance bonds related to reclamation and other environmental issues. Other guarantees have been extended to support insurance policies, legal matters, full and timely payments of mining equipment leases, and various other items necessary in the normal course of business. These amounts have not been reduced for potential recoveries under recourse or collateralization provisions. Generally, recoveries under reclamation bonds would be limited to the extent of the work performed at the time of the default. No amounts related to these financial guarantees and letters of credit are recorded as liabilities on the financial statements. The Partnership’s management believes that these guarantees will expire without being funded, and therefore the commitments will not have a material adverse effect on the financial condition of the Partnership.
v3.19.3
Financial Information For Subsidiary Guarantors and Finance Subsidiary of Possible Future Public Debt
9 Months Ended
Sep. 30, 2019
Condensed Financial Information Disclosure [Abstract]  
Financial Information For Subsidiary Guarantors and Finance Subsidiary of Possible Future Public Debt FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND FINANCE SUBSIDIARY OF POSSIBLE FUTURE PUBLIC DEBT:

The Partnership filed a Registration Statement on Form S-3 (Reg. No. 333-215962) with the SEC on March 10, 2017, which was declared effective by the SEC on March 14, 2017, to register the offer and sale of various securities, including debt securities. The registration statement registers guarantees of debt securities by CONSOL Operating and CONSOL Thermal Holdings (“Subsidiary Guarantors”). The Subsidiary Guarantors are 100% owned by the Partnership and any guarantees by the Subsidiary Guarantors will be full and unconditional and joint and several. In addition, the registration statement also includes CONSOL Coal Finance, which was formed for the sole purpose of co-issuing future debt securities with the Partnership. CONSOL Coal Finance is wholly owned by the Partnership, has no assets or any liabilities and its activities will be limited to co-issuing debt securities and engaging in other activities incidental thereto. The Partnership does not have any other subsidiaries other than the Subsidiary Guarantors and CONSOL Coal Finance. In addition, the Partnership has no assets or operations independent of the Subsidiary Guarantors, and there are no significant restrictions upon the ability of the Subsidiary Guarantors to distribute funds to the Partnership by dividend or loan other than under the Affiliated Company Credit Agreement described in these notes. In the event that more than one of the Subsidiary Guarantors guarantee public debt securities of the Partnership in the future, those guarantees will be full and unconditional and will constitute the joint and several obligations of the Subsidiary Guarantors. None of the assets of the Partnership, the Subsidiary Guarantors or CONSOL Coal Finance represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act of 1933, as amended.
v3.19.3
Net Income Per Limited Partner and General Partner Interest (Tables)
9 Months Ended
Sep. 30, 2019
Earnings Per Share [Abstract]  
Schedule of Partnership’s Calculation of Net Income Per Unit for Common Units and Subordinated Units
The following table illustrates the Partnership’s calculation of net income per unit for common units and subordinated units (in thousands, except for per unit information):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2019
 
2018
 
2019
 
2018
Net Income
$
6,970

 
$
8,645

 
$
36,577

 
$
49,978

Less: General Partner Interest in Net Income
118

 
146

 
617

 
846

Net Income Allocable to Limited Partner Units
$
6,852

 
$
8,499

 
$
35,960

 
$
49,132

 
 
 
 
 
 
 
 
Limited Partner Interest in Net Income - Common Units
$
6,852

 
$
4,914

 
$
23,729

 
$
28,404

Limited Partner Interest in Net Income - Subordinated Units

 
3,585

 
12,231

 
20,728

Limited Partner Interest in Net Income - Basic & Diluted
$
6,852

 
$
8,499

 
$
35,960

 
$
49,132

 
 
 
 
 
 
 
 
Weighted Average Limited Partner Units Outstanding - Basic
27,632,770

 
27,521,519

 
27,618,396

 
27,508,275

 
 
 
 
 
 
 
 
Weighted Average Limited Partner Units Outstanding - Diluted
27,667,477

 
27,628,202

 
27,654,684

 
27,592,838

 
 
 
 
 
 
 
 
Net Income Per Limited Partner Unit - Basic
 
 
 
 
 
 
 
 Common Units
$
0.25

 
$
0.31

 
$
1.30

 
$
1.79

 Subordinated Units
$

 
$
0.31

 
$
1.05

 
$
1.79

Net Income Per Limited Partner Unit - Basic
$
0.25

 
$
0.31

 
$
1.30

 
$
1.79

 
 
 
 
 
 
 
 
Net Income Per Limited Partner Unit - Diluted
 
 
 
 
 
 
 
 Common Units
$
0.25

 
$
0.31

 
$
1.30

 
$
1.78

 Subordinated Units
$

 
$
0.31

 
$
1.05

 
$
1.79

Net Income Per Limited Partner Unit - Diluted
$
0.25

 
$
0.31

 
$
1.30

 
$
1.78


v3.19.3
Long-Term Debt - Narrative (Details)
9 Months Ended 12 Months Ended
Sep. 30, 2019
USD ($)
Dec. 31, 2018
USD ($)
Nov. 28, 2017
USD ($)
Debt Instrument [Line Items]      
Collateral amount $ 959,000    
Affiliated Entity | Line of Credit | Affiliated Company Credit Agreement      
Debt Instrument [Line Items]      
Aggregate principal amount (up to)     $ 275,000,000
Borrowings outstanding     $ 200,583,000
Commitment fee 0.50%    
Unused capacity $ 93,600,000 $ 112,000,000  
Accrual rate for period 4.00% 3.75%  
Maximum first lien gross leverage ratio 2.75    
Maximum total leverage ratio 3.25    
First lien gross leverage ratio 1.73    
Total net leverage ratio 1.64    
Affiliated Entity | Line of Credit | Affiliated Company Credit Agreement | Minimum      
Debt Instrument [Line Items]      
Fixed rate     3.75%
Affiliated Entity | Line of Credit | Affiliated Company Credit Agreement | Maximum      
Debt Instrument [Line Items]      
Fixed rate     4.75%
v3.19.3
Leases - Schedule of Lease Balances, Weighted Average Lease Term and Discount Rates (Details)
$ in Thousands
Sep. 30, 2019
USD ($)
Leases [Abstract]  
Operating Lease ROU Assets $ 16,855
Current: Operating Lease Liabilities 3,829
Long-Term: Operating Lease Liabilities 14,224
Total Operating Lease Liabilities $ 18,053
Weighted Average Remaining Lease Term (in Years) 4 years 1 month 6 days
Weighted Average Discount Rate 6.70%
v3.19.3
Inventories (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Inventory Disclosure [Abstract]    
Coal $ 993 $ 1,160
Supplies 10,346 9,906
Total Inventories $ 11,339 $ 11,066
v3.19.3
Inventories (Tables)
9 Months Ended
Sep. 30, 2019
Inventory Disclosure [Abstract]  
Schedule of Inventory
 
September 30,
2019
 
December 31,
2018
Coal
$
993

 
$
1,160

Supplies
10,346

 
9,906

      Total Inventories
$
11,339

 
$
11,066


v3.19.3
Receivables Financing Agreement
9 Months Ended
Sep. 30, 2019
Debt Disclosure [Abstract]  
Receivables Financing Agreement RECEIVABLES FINANCING AGREEMENT

On November 30, 2017, (i) CONSOL Marine Terminals LLC, as an originator of receivables, (ii) CPCC, as an originator of receivables and as initial servicer of the receivables for itself and the other originators (collectively, the “Originators”), each a wholly owned subsidiary of CONSOL Energy, and (iii) CONSOL Funding LLC (the “SPV”), as buyer, entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”). Concurrently, (i) CONSOL Thermal Holdings, as sub-originator, and (ii) CPCC, as buyer and as initial servicer of the receivables for itself and CONSOL Thermal Holdings, entered into a Sub-Originator Agreement (the “Sub-Originator PSA”). In addition, on that date, the SPV entered into a Receivables Financing Agreement (the “Receivables Financing Agreement”) by and among (i) the SPV, as borrower, (ii) CPCC, as initial servicer, (iii) PNC, as administrative agent, LC Bank and lender, and (iv) the additional persons from time to time party thereto as lenders. Together, the Purchase and Sale Agreement, the Sub-Originator PSA and the Receivables
Financing Agreement establish the primary terms and conditions of an accounts receivable securitization program (the “Securitization”). On August 30, 2018, the Securitization was amended, among other things, to extend the scheduled termination date to August 30, 2021.

Pursuant to the Securitization, (i) CONSOL Thermal Holdings will sell current and future trade receivables to CPCC and (ii) the Originators will sell and/or contribute current and future trade receivables (including receivables sold to CPCC by CONSOL Thermal Holdings) to the SPV and the SPV will, in turn, pledge its interests in the receivables to PNC, which will either make loans or issue letters of credit on behalf of the SPV. The maximum amount of advances and letters of credit outstanding under the Securitization may not exceed $100,000. Loans under the Securitization will accrue interest at a reserve-adjusted LIBOR market index rate equal to the one-month Eurodollar rate. Loans and letters of credit under the Securitization also will accrue a program fee and participation fee, respectively, ranging from 2.00% to 2.50% per annum, depending on the total net leverage ratio of CONSOL Energy. In addition, the SPV paid certain structuring fees to PNC Capital Markets LLC and will pay other customary fees to the lenders, including a fee on unused commitments. The SPV’s assets and credit are not available to satisfy the debts and obligations owed to the creditors of CONSOL Energy, CONSOL Thermal Holdings or any of the Originators. CONSOL Thermal Holdings, the Originators and CPCC as servicer are independently liable for their own customary representations, warranties, covenants and indemnities. In addition, CONSOL Energy has guaranteed the performance of the obligations of CONSOL Thermal Holdings, the Originators and CPCC as servicer, and will guarantee the obligations of any additional originators or successor servicer that may become party to the Securitization. However, neither CONSOL Energy nor its affiliates will guarantee collectability of receivables or the creditworthiness of obligors thereunder.

The Securitization contains various customary representations and warranties, covenants and default provisions which provide for the termination and acceleration of the commitments and loans under the Securitization in circumstances including, but not limited to, failure to make payments when due, breach of representation, warranty or covenant, certain insolvency events or failure to maintain the security interest in the trade receivables, and defaults under other material indebtedness.

As of September 30, 2019, the Partnership, through CONSOL Thermal Holdings, had sold $27,245 of trade receivables to CPCC. The Partnership has not derecognized the receivables due to its continued involvement in the collections efforts.
v3.19.3
Subsequent Events
9 Months Ended
Sep. 30, 2019
Subsequent Events [Abstract]  
Subsequent Events SUBSEQUENT EVENTS:

On October 30, 2019, the Board of Directors of our general partner declared a cash distribution of $0.5125 per unit for the quarter ended September 30, 2019 to the limited partner unitholders and the holder of the general partner interest. The cash distribution will be paid on November 15, 2019 to the unitholders of record at the close of business on November 11, 2019.
v3.19.3
Leases - Components of Operating Lease Expense and Supplemental Cash Flow Information (Details)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
USD ($)
Sep. 30, 2019
USD ($)
Operating Lease    
Fixed Operating Lease Expense $ 1,494 $ 4,674
Variable Operating Lease Expense 711 2,303
Total Operating Lease Expense 2,205 6,977
Cash Paid for Amounts Included in the Measurement of Operating Lease Liabilities   2,367
ROU Assets Obtained in Exchange for Operating Lease Obligations   0
Finance Lease    
Amortization of Right of Use Assets 966 2,899
Interest Expense $ 83 $ 288
Weighted Average Remaining Lease Term (in Years) 1 year 5 months 12 days 1 year 5 months 12 days
Weighted Average Discount Rate 5.24% 5.24%
v3.19.3
Net Income Per Limited Partner and General Partner Interest (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Aug. 16, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Sep. 30, 2019
Sep. 30, 2018
Limited Partners' Capital Account [Line Items]                  
Net Income   $ 6,970 $ 14,387 $ 15,220 $ 8,645 $ 19,376 $ 21,957 $ 36,577 $ 49,978
Less: General Partner Interest in Net Income   118     146     617 846
Net Income Allocable to Limited Partner Units / Limited Partner Interest in Net Income - Basic & Diluted   6,852     8,499     35,960 49,132
Limited Partner Interest in Net Income - Subordinated Units   $ 6,852     $ 8,499     $ 35,960 $ 49,132
Weighted Average Limited Partner Units Outstanding - Basic (in shares)   27,632,770     27,521,519     27,618,396 27,508,275
Weighted Average Limited Partner Units Outstanding - Diluted (in shares)   27,667,477     27,628,202     27,654,684 27,592,838
Net Income Per Limited Partner Unit - Basic (in dollars per share)   $ 0.25     $ 0.31     $ 1.30 $ 1.79
Net Income Per Limited Partner Unit - Diluted (in dollars per share)   $ 0.25     $ 0.31     $ 1.30 $ 1.78
Antidilutive securities excluded from computation of earnings per share (in shares)   0     0     0 0
Common Unit                  
Limited Partners' Capital Account [Line Items]                  
Conversion basis (in shares) 1                
Net Income   $ 6,852     $ 4,914     $ 23,729 $ 28,404
Net Income Per Limited Partner Unit - Basic (in dollars per share)   $ 0.25     $ 0.31     $ 1.30 $ 1.79
Net Income Per Limited Partner Unit - Diluted (in dollars per share)   $ 0.25     $ 0.31     $ 1.30 $ 1.78
Subordinated Units                  
Limited Partners' Capital Account [Line Items]                  
Number of units converted (in shares) 11,611,067                
Limited Partner Interest in Net Income - Subordinated Units   $ 0     $ 3,585     $ 12,231 $ 20,728
Net Income Per Limited Partner Unit - Basic (in dollars per share)   $ 0     $ 0.31     $ 1.05 $ 1.79
Net Income Per Limited Partner Unit - Diluted (in dollars per share)   $ 0     $ 0.31     $ 1.05 $ 1.79
v3.19.3
Long-Term Debt - Schedule of Credit Agreement (Details) - USD ($)
$ in Thousands
9 Months Ended 12 Months Ended
Sep. 30, 2019
Dec. 31, 2018
Debt Instrument [Line Items]    
Long-Term Debt $ 182,359 $ 163,000
Less: Amounts Due in One Year 959 0
Long-Term Debt, Noncurrent 181,400 163,000
Finance Lease Obligations, current $ 3,640  
Finance Lease Obligations, current   3,503
Other Asset-Backed Financing | Secured Debt    
Debt Instrument [Line Items]    
Accrual rate for period 6.35%  
Long-Term Debt $ 959 $ 0
Revolving Credit Facility | Secured Debt    
Debt Instrument [Line Items]    
Accrual rate for period 4.00% 3.75%
Long-Term Debt $ 181,400 $ 163,000
v3.19.3
Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Statement of Comprehensive Income [Abstract]        
Net Income $ 6,970 $ 8,645 $ 36,577 $ 49,978
Other Comprehensive Income (Loss):        
Recognized Net Actuarial Gain (5) (2) (11) (6)
Other Comprehensive Loss (5) (2) (11) (6)
Comprehensive Income $ 6,965 $ 8,643 $ 36,566 $ 49,972
v3.19.3
Fair Value of Financial Instruments (Details) - USD ($)
$ in Thousands
Sep. 30, 2019
Dec. 31, 2018
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Affiliated Company Credit Agreement - Related Party $ 181,400 $ 163,000
Carrying Amount    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Affiliated Company Credit Agreement - Related Party $ 181,400 $ 163,000
v3.19.3
Consolidated Statement of Partners' Capital (Parenthetical) - Common
Aug. 16, 2019
shares
Conversion basis (in shares) 1
Limited Partners  
Conversion basis (in shares) 1
v3.19.3
Related Party - Narrative (Details) - USD ($)
3 Months Ended 9 Months Ended
Aug. 16, 2019
Sep. 30, 2019
Sep. 30, 2018
Sep. 30, 2019
Sep. 30, 2018
Jun. 30, 2019
May 31, 2019
Dec. 31, 2018
Related Party Transaction [Line Items]                
Accounts payable to related party   $ 2,882,000   $ 2,882,000       $ 3,831,000
Additional authorized amount             $ 25,000,000  
Restricted authorized amount           $ 50,000,000    
Shares repurchased and retired   19,413 77,536 26,297 77,536      
Shares repurchased and retired, average price (in dollars per share)   $ 12.88 $ 17.86 $ 14.05 $ 17.86      
CONSOL Energy                
Related Party Transaction [Line Items]                
Accounts payable to related party   $ 2,882,000   $ 2,882,000       $ 3,831,000
Expenses from transactions with related party   2,740,000 $ 3,070,000 9,300,000 $ 8,115,000      
CONSOL Energy | Interest Expense, Including Capitalized Interest                
Related Party Transaction [Line Items]                
Expenses from transactions with related party   2,003,000 1,832,000 5,770,000 5,942,000      
CONSOL Energy | Interest Expense, Net                
Related Party Transaction [Line Items]                
Expenses from transactions with related party   $ 1,587,000 $ 1,560,000 $ 4,495,000 $ 5,295,000      
Accrual rate for period   3.88% 3.87% 3.79% 4.04%      
CONSOL Energy | Capitalized Interest                
Related Party Transaction [Line Items]                
Expenses from transactions with related party   $ 416,000 $ 272,000 $ 1,275,000 $ 647,000      
Subordinated Unit                
Related Party Transaction [Line Items]                
Number of units converted (in shares) 11,611,067              
v3.19.3
Inventories
9 Months Ended
Sep. 30, 2019
Inventory Disclosure [Abstract]  
Inventories INVENTORIES:
 
September 30,
2019
 
December 31,
2018
Coal
$
993

 
$
1,160

Supplies
10,346

 
9,906

      Total Inventories
$
11,339

 
$
11,066



Inventories are stated at the lower of cost or net realizable value. The cost of coal inventories is determined by the first-in, first-out (FIFO) method. Coal inventory costs include labor, supplies, equipment costs, operating overhead, depreciation, depletion and amortization, and other related costs. The cost of supplies inventory is determined by the average cost method and includes operating and maintenance supplies to be used in our coal operations.
v3.19.3
Long-Term Debt
9 Months Ended
Sep. 30, 2019
Debt Disclosure [Abstract]  
Long-Term Debt LONG-TERM DEBT:

 
September 30,
2019
 
December 31,
2018
Affiliated Company Credit Agreement (4.00% and 3.75% interest rate at September 30, 2019 and December 31, 2018, respectively)
$
181,400

 
$
163,000

Other Asset-Backed Financing Maturing in December 2020, 6.35% Weighted Average Interest Rate at September 30, 2019
959

 

 
182,359

 
163,000

Less: Amounts Due in One Year*
959

 

Long-Term Debt
$
181,400

 
$
163,000



* Excludes current portion of Finance Lease Obligations of $3,640 and at $3,503 at September 30, 2019 and December 31, 2018, respectively.
    
On November 28, 2017, the Partnership and the other Credit Parties entered into the Affiliated Company Credit Agreement by and among the Credit Parties, CONSOL Energy, as lender and administrative agent, and PNC. On March 28, 2019, the Affiliated Company Credit Agreement was amended to extend the maturity date from February 27, 2023 to December 28, 2024. The Affiliated Company Credit Agreement provides for a revolving credit facility in an aggregate principal amount of up to $275,000 to be provided by CONSOL Energy, as lender. In connection with the Partnership’s entry into the Affiliated Company Credit Agreement, the Partnership made an initial draw of $200,583, the net proceeds of which were used to repay the amounts outstanding under the Partnership's prior credit facility. Additional drawings under the Affiliated Company Credit Agreement are available for general partnership purposes. The obligations under the Affiliated Company Credit Agreement are guaranteed by the Partnership’s subsidiaries and secured by substantially all of the assets of the Partnership and its subsidiaries pursuant to the security agreement and various mortgages.

Interest on outstanding obligations under our Affiliated Company Credit Agreement accrues at a fixed rate ranging from 3.75% to 4.75%, depending on the total net leverage ratio. The unused portion of our Affiliated Company Credit Agreement is subject to a commitment fee of 0.50% per annum.

The Partnership had available capacity under the Affiliated Company Credit Agreement of $93,600 and $112,000 as of September 30, 2019 and December 31, 2018, respectively. Interest on outstanding borrowings under the Affiliated Company Credit Agreement was accrued at a rate of 4.00% and 3.75% as of September 30, 2019 and December 31, 2018, respectively. The Affiliated Company Credit Agreement contains certain covenants and conditions that, among other things, limit the Partnership’s ability to: (i) incur or guarantee additional debt; (ii) make cash distributions (subject to certain limited exceptions); provided that we will be able to make cash distributions of available cash to partners so long as no event of default
is continuing or would result therefrom; (iii) incur certain liens or permit them to exist; (iv) make particular investments and loans; provided that we will be able to increase our ownership percentage of our undivided interest in the Pennsylvania Mining Complex and make investments in the Pennsylvania Mining Complex in accordance with our ratable ownership; (v) enter into certain types of transactions with affiliates; (vi) merge or consolidate with another company; and (vii) transfer, sell or otherwise dispose of assets. The Partnership is also subject to covenants that require the Partnership to maintain certain financial ratios.

For example, the Partnership is obligated to maintain at the end of each fiscal quarter (a) maximum first lien gross leverage ratio of 2.75 to 1.00 and (b) a maximum total net leverage ratio of 3.25 to 1.00, each of which will be calculated on a consolidated basis for the Partnership and its restricted subsidiaries at the end of each fiscal quarter. At September 30, 2019, the Partnership was in compliance with its debt covenants with the first lien gross leverage ratio at 1.73 to 1.00 and the total net leverage ratio at 1.64 to 1.00.

During the nine months ended September 30, 2019, the Partnership entered into an asset-backed financing arrangement related to certain equipment. The equipment, which has an approximate value of $959, fully collateralizes the loan.
v3.19.3
Components of Coal Workers' Pneumoconiosis (CWP) and Workers' Compensation Net Periodic Benefit Costs (Tables)
9 Months Ended
Sep. 30, 2019
Retirement Benefits [Abstract]  
Schedule of Changes in Accumulated Postemployment Benefit Obligations
 
CWP
 
Workers Compensation
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
Service Cost
$
200

 
$
372

 
$
600

 
$
1,117

 
$
349

 
$
366

 
$
1,046

 
$
1,098

Interest Cost
49

 
36

 
146

 
108

 
41

 
35

 
124

 
105

Amortization of Actuarial (Gain) Loss
6

 
(5
)
 
19

 
(16
)
 
(12
)
 
(1
)
 
(37
)
 
(4
)
State Administrative Fees and Insurance Bond Premiums

 

 

 

 
53

 
18

 
149

 
47

Net Periodic Benefit Cost
$
255

 
$
403

 
$
765

 
$
1,209

 
$
431

 
$
418

 
$
1,282

 
$
1,246


v3.19.3
Property, Plant and Equipment (Tables)
9 Months Ended
Sep. 30, 2019
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment

 
September 30,
2019
 
December 31,
2018
Coal and Other Plant and Equipment
$
663,048

 
$
636,105

Coal Properties and Surface Lands
123,933

 
122,679

Airshafts
105,148

 
102,275

Mine Development
81,538

 
81,538

Advance Mining Royalties
3,751

 
3,701

Total Property, Plant and Equipment
977,418

 
946,298

Less: Accumulated Depreciation, Depletion and Amortization
559,538

 
526,747

Total Property, Plant and Equipment, Net
$
417,880

 
$
419,551


v3.19.3
Basis of Presentation (Details)
9 Months Ended
Sep. 30, 2019
Pennsylvania Mining Complex  
Schedule of Equity Method Investments [Line Items]  
Ownership percentage 25.00%