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0001710366 CONSOL Energy Inc false --12-31 Q2 2020 1,214 781 2,428 1,562 4 84 937 84 0.01 0.01 62,500,000 62,500,000 26,034,198 26,034,198 25,932,618 25,932,618 1,214 933 1,109 1,214 4 781 781 84 351,443 6,884 0 0 0 0 0 0 0 0 0 271,563 272,938 1,062 1,187 4.68 6.30 11.00 11.00 5.75 5.75 5.50 5.55 10.78 10.78 1 0 0 6,884 17.35 Excludes current portion of Finance Lease Obligations of $21,208 and $18,219 at June 30, 2020 and December 31, 2019, respectively. 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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 June 30, 2020

 

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: 001-38147

__________________________________________________

CONSOL Energy Inc. 

(Exact name of registrant as specified in its charter)

 

Delaware

 

82-1954058

(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 Stock, $0.01 par value

CEIX

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. (Check one):

 

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 Energy Inc. had 26,034,198 shares of common stock, $0.01 par value, outstanding at July 31, 2020.

 

 

 

 

 
 

 

TABLE OF CONTENTS

 

 

Part I. Financial Information

Page

 

 

 

Item 1.

Financial Statements

 

 

Consolidated Statements of Income for the three and six months ended June 30, 2020 and 2019

4

 

Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2020 and 2019

5

 

Consolidated Balance Sheets at June 30, 2020 and December 31, 2019

6

 

Consolidated Statements of Stockholders' Equity for the three and six months ended June 30, 2020 and 2019

8

 

Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019

9

 

Notes to Consolidated Financial Statements

10

 

 

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

33

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

57

 

 

 

Item 4.

Controls and Procedures

58

 

 

 

 

Part II. Other Information

 

 

 

 

Item 1.

Legal Proceedings

58

 

 

 

Item 1A.

Risk Factors

58

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

59

 

 

 

Item 4.

Mine Safety Disclosures

59

     
Item 5. Other Information 59

 

 

 

Item 6.

Exhibits

60

 

 

 

 

Signatures

61

 

2

 

 

 

IMPORTANT DEFINITIONS REFERENCED IN THIS QUARTERLY REPORT

Unless the context otherwise requires:

 

 

“CONSOL Energy,” “we,” “our,” “us,” “our Company” and “the Company” refer to CONSOL Energy Inc. and its subsidiaries;

 

 

“Btu” means one British Thermal unit;

 

 

“Coal Business” refers to all of our interest in the Pennsylvania Mining Complex (PAMC) and certain related coal assets, including: (i) our interest in the Partnership, which owns a 25% undivided interest in the PAMC; (ii) the CONSOL Marine Terminal; (iii) development of the Itmann Mine; and (iv) undeveloped coal reserves (Greenfield Reserves) located in the Northern Appalachian, Central Appalachian and Illinois basins and certain related coal assets and liabilities;

 

 

“CONSOL Marine Terminal” refers to the terminal operations located at the Port of Baltimore;

 

 

“distribution” refers to the pro rata distribution of the Company's issued and outstanding shares of common stock to its former parent's stockholders on November 29, 2017;

 

 

“former parent” refers to CNX Resources Corporation and its consolidated subsidiaries;

 

 

“General Partner” refers to CONSOL Coal Resources GP LLC, a Delaware limited liability company;

 

 

“Greenfield Reserves” means those undeveloped reserves owned by the Company in the Northern Appalachian, Central Appalachian and Illinois basins that are not associated with the Pennsylvania Mining Complex or the Itmann Mine project;

 

 

“Partnership” or “CCR” refers to a Delaware limited partnership that holds a 25% undivided interest in, and is the sole operator of, the Pennsylvania Mining Complex;

 

 

“Pennsylvania Mining Complex” or “PAMC” refers to the Bailey, Enlow Fork and Harvey coal mines, coal reserves and related assets and operations, located primarily in southwestern Pennsylvania and owned 75% by the Company and 25% by the Partnership; and

 

 

“separation” refers to the separation of the Coal Business from our former parent’s other businesses on November 28, 2017, and the creation, as a result of the distribution, of an independent, publicly-traded company (the Company) to hold the assets and liabilities associated with the Coal Business after the distribution.

 

3

 

PART I : FINANCIAL INFORMATION

 

ITEM 1.    FINANCIAL STATEMENTS

 

 

CONSOL ENERGY INC.

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

(unaudited)

 

  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 

Revenue and Other Income:

 

2020

  

2019

  

2020

  

2019

 

Coal Revenue

 $102,313  $350,620  $357,765  $683,123 

Terminal Revenue

  15,898   16,708   32,399   34,526 

Freight Revenue

  3,085   3,854   6,232   10,516 

Miscellaneous Other Income

  33,936   12,194   50,106   25,486 

Gain on Sale of Assets

  7,329   933   7,315   1,272 

Total Revenue and Other Income

  162,561   384,309   453,817   754,923 

Costs and Expenses:

                

Operating and Other Costs

  116,406   253,448   328,681   483,561 

Depreciation, Depletion and Amortization

  46,155   46,151   101,098   96,875 

Freight Expense

  3,085   3,854   6,232   10,516 

Selling, General and Administrative Costs

  10,939   16,288   28,609   38,211 

Loss (Gain) on Debt Extinguishment

     1,500   (16,833)  24,643 

Interest Expense, net

  14,722   16,046   30,393   34,642 

Total Costs and Expenses

  191,307   337,287   478,180   688,448 

(Loss) Earnings Before Income Tax

  (28,746)  47,022   (24,363)  66,475 

Income Tax Benefit

  (7,683)  (1,808)  (5,775)  (2,658)

Net (Loss) Income

  (21,063)  48,830   (18,588)  69,133 

Less: Net (Loss) Income Attributable to Noncontrolling Interest

  (3,080)  5,550   (2,972)  11,418 

Net (Loss) Income Attributable to CONSOL Energy Inc. Shareholders

 $(17,983) $43,280  $(15,616) $57,715 
                 

(Loss) Earnings per Share:

                

Total Basic (Loss) Earnings per Share

 $(0.69) $1.57  $(0.60) $2.10 

Total Dilutive (Loss) Earnings per Share

 $(0.69) $1.56  $(0.60) $2.08 

 

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

 

4

 

 

CONSOL ENERGY INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(unaudited)

 

  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 
  

2020

  

2019

  

2020

  

2019

 

Net (Loss) Income

 $(21,063) $48,830  $(18,588) $69,133 
                 

Other Comprehensive Income:

                

Actuarially Determined Long-Term Liability Adjustments (Net of tax: ($1,214), ($781), ($2,428), ($1,562))

  3,624   2,459   7,248   4,919 

Unrecognized Loss on Derivatives:

                

Unrealized Loss on Cash Flow Hedges (Net of tax: $4, $84, $937, $84)

  (12)  (264)  (2,785)  (264)

Other Comprehensive Income

  3,612   2,195   4,463   4,655 
                 

Comprehensive (Loss) Income

 $(17,451) $51,025  $(14,125) $73,788 
                 

Less: Comprehensive (Loss) Income Attributable to Noncontrolling Interest

  (3,065)  5,549   (2,942)  11,416 
                 

Comprehensive (Loss) Income Attributable to CONSOL Energy Inc. Shareholders

 $(14,386) $45,476  $(11,183) $62,372 

 

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

 

5

 

 

CONSOL ENERGY INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

 

  

(Unaudited)

     
  

June 30,

  

December 31,

 
  

2020

  

2019

 

ASSETS

        

Current Assets:

        

Cash and Cash Equivalents

 $33,027  $80,293 

Accounts and Notes Receivable

        

Trade Receivables, net

  99,993   131,688 

Other Receivables, net

  27,836   40,984 

Inventories

  61,041   54,131 

Prepaid Expenses and Other Assets

  21,083   30,933 

Total Current Assets

  242,980   338,029 

Property, Plant and Equipment:

        

Property, Plant and Equipment

  5,063,942   5,008,180 

Less—Accumulated Depreciation, Depletion and Amortization

  2,996,331   2,916,015 

Total Property, Plant and Equipment—Net

  2,067,611   2,092,165 

Other Assets:

        

Deferred Income Taxes

  108,898   103,505 

Right of Use Asset - Operating Leases

  62,909   72,632 

Other, net

  83,734   87,471 

Total Other Assets

  255,541   263,608 

TOTAL ASSETS

 $2,566,132  $2,693,802 

 

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

 

6

 

CONSOL ENERGY INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

 

  

(Unaudited)

     
  

June 30,

  

December 31,

 
  

2020

  

2019

 

LIABILITIES AND EQUITY

        

Current Liabilities:

        

Accounts Payable

 $66,452  $106,223 

Current Portion of Long-Term Debt

  66,925   50,272 

Other Accrued Liabilities

  240,526   235,769 

Total Current Liabilities

  373,903   392,264 

Long-Term Debt:

        

Long-Term Debt

  595,360   653,802 

Finance Lease Obligations

  23,540   9,036 

Total Long-Term Debt

  618,900   662,838 

Deferred Credits and Other Liabilities:

        

Postretirement Benefits Other Than Pensions

  425,493   432,496 

Pneumoconiosis Benefits

  201,174   202,142 

Asset Retirement Obligations

  228,648   250,211 

Workers’ Compensation

  61,189   61,194 

Salary Retirement

  38,947   49,930 

Operating Lease Liability

  45,479   55,413 

Other

  16,524   14,919 

Total Deferred Credits and Other Liabilities

  1,017,454   1,066,305 

TOTAL LIABILITIES

  2,010,257   2,121,407 
         

Stockholders' Equity:

        

Common Stock, $0.01 Par Value; 62,500,000 Shares Authorized, 26,034,198 Issued and Outstanding at June 30, 2020; 25,932,618 Issued and Outstanding at December 31, 2019

  260   259 

Capital in Excess of Par Value

  530,224   523,762 

Retained Earnings

  240,989   259,903 

Accumulated Other Comprehensive Loss

  (344,292)  (348,725)

Total CONSOL Energy Inc. Stockholders' Equity

  427,181   435,199 

Noncontrolling Interest

  128,694   137,196 

TOTAL EQUITY

  555,875   572,395 

TOTAL LIABILITIES AND EQUITY

 $2,566,132  $2,693,802 

 

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

 

7

 

 

CONSOL ENERGY INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Dollars in thousands)

 

  

Common Stock

  

Capital in Excess of Par Value

  

Retained Earnings

  

Accumulated Other Comprehensive (Loss) Income

  

Total CONSOL Energy Inc. Stockholders' Equity

  

Noncontrolling Interest

  

Total Equity

 

December 31, 2019

 $259  $523,762  $259,903  $(348,725) $435,199  $137,196  $572,395 

(Unaudited)

                            

Net Income

        2,367      2,367   108   2,475 

Actuarially Determined Long-Term Liability Adjustments (Net of $1,214 Tax)

           3,609   3,609   15   3,624 

Interest Rate Hedge (Net of ($933) Tax)

           (2,773)  (2,773)     (2,773)

Comprehensive Income

        2,367   836   3,203   123   3,326 

Adoption of ASU 2016-13 (Net of ($1,109) Tax)

        (3,298)     (3,298)     (3,298)

Issuance of Common Stock

  1   (1)               

Amortization of Stock-Based Compensation Awards

     4,856         4,856   158   5,014 

Shares/Units Withheld for Taxes

     (555)        (555)  (217)  (772)

Distributions to Noncontrolling Interest

                 (5,575)  (5,575)

March 31, 2020

 $260  $528,062  $258,972  $(347,889) $439,405  $131,685  $571,090 

(Unaudited)

                            

Net Loss

        (17,983)     (17,983)  (3,080)  (21,063)

Actuarially Determined Long-Term Liability Adjustments (Net of $1,214 Tax)

           3,609   3,609   15   3,624 

Interest Rate Hedge (Net of ($4) Tax)

           (12)  (12)     (12)

Comprehensive (Loss) Income

        (17,983)  3,597   (14,386)  (3,065)  (17,451)

Amortization of Stock-Based Compensation Awards

     2,162         2,162   74   2,236 

June 30, 2020

 $260  $530,224  $240,989  $(344,292) $427,181  $128,694  $555,875 

 

 

 

  

Common Stock

  

Capital in Excess of Par Value

  

Retained Earnings

  

Accumulated Other Comprehensive (Loss) Income

  

Total CONSOL Energy Inc. Stockholders' Equity

  

Noncontrolling Interest

  

Total Equity

 

December 31, 2018

 $274  $550,995  $182,148  $(323,482) $409,935  $141,676  $551,611 

(Unaudited)

                            

Net Income

        14,435      14,435   5,868   20,303 

Actuarially Determined Long-Term Liability Adjustments (Net of $781 Tax)

           2,461   2,461   (1)  2,460 

Comprehensive Income

        14,435   2,461   16,896   5,867   22,763 

Issuance of Common Stock

  2   (2)               

Amortization of Stock-Based Compensation Awards

     7,053         7,053   397   7,450 

Shares/Units Withheld for Taxes

     (3,863)        (3,863)  (880)  (4,743)

Distributions to Noncontrolling Interest

                 (5,559)  (5,559)

March 31, 2019

 $276  $554,183  $196,583  $(321,021) $430,021  $141,501  $571,522 

(Unaudited)

                            

Net Income

        43,280      43,280   5,550   48,830 

Actuarially Determined Long-Term Liability Adjustments (Net of $781 Tax)

           2,460   2,460   (1)  2,459 
Interest Rate Hedge (Net of ($84) Tax)           (264)  (264)     (264)

Comprehensive Income

        43,280   2,196   45,476   5,549   51,025 

Repurchases of Common Stock (351,443 shares)

  (3)  (7,053)  (2,494)     (9,550)     (9,550)

Purchases of CCR Units (6,884 units)

     (28)        (28)  (91)  (119)

Amortization of Stock-Based Compensation Awards

     2,584         2,584   341   2,925 

Distributions to Noncontrolling Interest

                 (5,560)  (5,560)

June 30, 2019

 $273  $549,686  $237,369  $(318,825) $468,503  $141,740  $610,243 

 

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

 

8

 

 

CONSOL ENERGY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(unaudited)

 

   

Six Months Ended

 
   

June 30,

 
   

2020

   

2019

 

Cash Flows from Operating Activities:

               

Net (Loss) Income

  $ (18,588 )   $ 69,133  

Adjustments to Reconcile Net (Loss) Income to Net Cash Provided by Operating Activities:

               

Depreciation, Depletion and Amortization

    101,098       96,875  

Gain on Sale of Assets

    (7,315 )     (1,272 )

Stock/Unit-Based Compensation

    7,250       10,375  

Amortization of Debt Issuance Costs

    3,146       3,470  

(Gain) Loss on Debt Extinguishment

    (16,833 )     24,643  

Deferred Income Taxes

    (5,775 )     (15,770 )

Equity in Earnings of Affiliates

    586        

Changes in Operating Assets:

               

Accounts and Notes Receivable

    42,469       (10,757 )

Inventories

    (6,910 )     (2,545 )

Prepaid Expenses and Other Assets

    11,936       386  

Changes in Other Assets

    2,989       13,365  

Changes in Operating Liabilities:

               

Accounts Payable

    (37,669 )     (6,023 )

Other Operating Liabilities

    (7,004 )     (1,054 )

Changes in Other Liabilities

    (22,700 )     (15,025 )

Net Cash Provided by Operating Activities

    46,680       165,801  

Cash Flows from Investing Activities:

               

Capital Expenditures

    (46,447 )     (82,954 )

Proceeds from Sales of Assets

    689       1,300  

Net Cash Used in Investing Activities

    (45,758 )     (81,654 )

Cash Flows from Financing Activities:

               

Proceeds from Finance Lease Obligations

    16,293        

Payments on Finance Lease Obligations

    (11,928 )     (9,132 )

Proceeds from Term Loan A

          26,250  

Payments on Term Loan A

    (10,000 )     (3,750 )

Payments on Term Loan B

    (1,375 )     (123,062 )

Payments on Second Lien Notes

    (25,480 )     (19,320 )

Payments on Asset-Backed Financing

    (349 )      
Purchases of CCR Units           (119 )
Repurchases of Common Stock           (9,550 )

Distributions to Noncontrolling Interest

    (5,575 )     (11,119 )

Shares/Units Withheld for Taxes

    (772 )     (4,743 )

Debt-Related Financing Fees

    (9,002 )     (20,169 )

Net Cash Used in Financing Activities

    (48,188 )     (174,714 )

Net Decrease in Cash and Cash Equivalents and Restricted Cash

    (47,266 )     (90,567 )

Cash and Cash Equivalents and Restricted Cash at Beginning of Period

    80,293       264,935  

Cash and Cash Equivalents and Restricted Cash at End of Period

  $ 33,027     $ 174,368  
                 

Non-Cash Investing and Financing Activities:

               

Finance Lease

  $ 13,003     $  

Longwall Shield Rebuild

  $ 11,153     $  

 

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

 

9

 

CONSOL ENERGY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollars in thousands, except per share data)

 

NOTE 1—BASIS OF PRESENTATION:

 

Basis of Presentation

 

The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“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. Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for future periods.

 

The Consolidated Balance Sheet at December 31, 2019 has been derived from the Audited Consolidated Financial Statements at that date but does not include all disclosures required by GAAP. This Form 10-Q report should be read in conjunction with CONSOL Energy Inc.'s Annual Report on Form 10-K for the year ended December 31, 2019.

 

Basis of Consolidation

 

The Consolidated Financial Statements include the accounts of CONSOL Energy Inc. and its wholly-owned and majority-owned and/or controlled subsidiaries. The portion of these entities that is not owned by the Company is presented as non-controlling interest. All significant intercompany transactions and accounts have been eliminated in consolidation.

 

Recent Accounting Pronouncements

 

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04 - Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this Update provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. In response to concerns about structural risks of interbank offered rates (IBORs), and, particularly, the risk of cessation of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. This Update also provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this Update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments in this Update are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments in this Update must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. Management has elected to apply this Update subsequent to March 12, 2020. Management is currently evaluating the impact of this guidance, but does not expect this update to have a material impact on the Company's financial statements.

 

In January 2020, the FASB issued ASU 2020-01 - Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). The amendments in this Update clarify certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative or a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with Topic 825, Financial Instruments. These amendments improve current GAAP by reducing diversity in practice and increasing comparability of the accounting for these interactions. The amendments in this Update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. Management does not expect this update to have a material impact on the Company's financial statements.

 

10

 

In December 2019, the FASB issued ASU 2019-12 - Income Taxes (Topic 740) to reduce the complexity of accounting for income taxes while maintaining or improving the usefulness of the information provided to users of financial statements. The amendments in Update 2019-12 will remove the following exceptions: (1) the exception to the incremental approach for intra-period tax allocation; (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments; and (3) the exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The amendments in Update 2019-12 will also simplify the accounting for income taxes in the areas of franchise tax, step up in the tax basis of goodwill associated with a business combination, allocation of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements, and presentation of the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The Update adds minor codification improvements for income taxes related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. These changes will be effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. Management does not expect this update to have a material impact on the Company'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 presentation of the Company’s financial statements.

 

Earnings per Share

 

Basic earnings per share are computed by dividing net income attributable to CONSOL Energy Inc. shareholders by the weighted average shares outstanding during the reporting period. Dilutive earnings per share are computed similarly to basic earnings per share, except that the weighted average shares outstanding are increased to include additional shares from restricted stock units and performance share units, if dilutive. The number of additional shares is calculated by assuming that outstanding restricted stock units and performance share units were released, and that the proceeds from such activities were used to acquire shares of common stock at the average market price during the reporting period. 

 

The table below sets forth the share-based awards that have been excluded from the computation of diluted earnings per share because their effect would be anti-dilutive:

 

  

For the Three Months Ended

  

For the Six Months Ended

 
  

June 30,

  

June 30,

 
  

2020

  

2019

  

2020

  

2019

 

Anti-Dilutive Restricted Stock Units

  1,516,956   168,460   1,259,588   6,860 

Anti-Dilutive Performance Share Units

  29,062   41,675   29,061   41,675 
   1,546,018   210,135   1,288,649   48,535 

 

11

 

The computations for basic and dilutive earnings per share are as follows:

 

  

For the Three Months Ended

  

For the Six Months Ended

 

Dollars in thousands, except per share data

 

June 30,

  

June 30,

 
  

2020

  

2019

  

2020

  

2019

 

Numerator:

                

Net (Loss) Income

 $(21,063) $48,830  $(18,588) $69,133 

Less: Net (Loss) Income Attributable to Noncontrolling Interest

  (3,080)  5,550   (2,972)  11,418 

Net (Loss) Income Attributable to CONSOL Energy Inc. Shareholders

 $(17,983) $43,280  $(15,616) $57,715 
                 

Denominator:

                

Weighted-average shares of common stock outstanding

  26,031,103   27,498,021   26,009,129   27,514,349 

Effect of dilutive shares*

     284,259      270,454 

Weighted-average diluted shares of common stock outstanding

  26,031,103   27,782,280   26,009,129   27,784,803 
                 

(Loss) Earnings per Share:

                

Basic

 $(0.69) $1.57  $(0.60) $2.10 

Dilutive

 $(0.69) $1.56  $(0.60) $2.08 

*During periods in which the Company incurs a net loss, diluted weighted average shares outstanding are equal to basic weighted average shares outstanding because the effect of all equity awards is anti-dilutive.

 

As of June 30, 2020, CONSOL Energy has 500,000 shares of preferred stock, none of which are issued or outstanding.

 

 

NOTE 2—REVENUE:

 

The following table disaggregates CONSOL Energy's revenue from contracts with customers to depict how the nature, amount, timing and uncertainty of the Company's revenues and cash flows are affected by economic factors:

 

  

Three Months Ended

  

Six Months Ended

 
  

June 30, 2020

  

June 30, 2019

  

June 30, 2020

  

June 30, 2019

 

Coal Revenue

 $102,313  $350,620  $357,765  $683,123 

Terminal Revenue

  15,898   16,708   32,399   34,526 

Freight Revenue

  3,085   3,854   6,232   10,516 

Total Revenue from Contracts with Customers

 $121,296  $371,182  $396,396  $728,165 

 

Coal Revenue

 

CONSOL Energy's coal revenue is generally recognized when title passes to the customer 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. The Company's 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, which represent market-driven price adjustments, wherein no additional value is exchanged, in addition to a fixed base price per ton. The Company’s coal contracts generally do not allow for retroactive adjustments to pricing after title to the coal has passed. The Company's 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.

 

12

 

The estimated transaction price from each of the Company's contracts is based on the total amount of consideration to which the Company expects 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 the Company's performance obligations based on relative stand-alone selling prices determined at contract inception. The Company has determined that each ton of coal represents a separate and distinct performance obligation. Some of the Company's contracts span multiple years and have annual pricing modifications, based upon market-driven or inflationary adjustments, where no additional value is exchanged. Management believes that the invoice price is the most appropriate rate at which to recognize revenue.

 

While CONSOL Energy does, from time to time, experience costs of obtaining coal customer contracts with amortization periods greater than one year, those costs are generally immaterial to the Company's net income. At June 30, 2020 and December 31, 2019, the Company did not have any capitalized costs to obtain customer contracts on its Consolidated Balance Sheets. As of and for the three and six months ended June 30, 2020 and 2019, the Company has not recognized any amortization of previously existing capitalized costs of obtaining customer contracts. Further, the Company has not recognized any coal revenue in the current period that is not a result of current period performance.

 

Terminal Revenue

 

Terminal revenues are attributable to the Company's CONSOL Marine Terminal and include revenues earned from providing receipt and unloading of coal from rail cars, transporting coal from the receipt point to temporary storage or stockpile facilities located at the Terminal, stockpiling, blending, weighing, sampling, redelivery, and loading of coal onto vessels. Revenues for these services are generally earned on a rateable basis, and performance obligations are considered fulfilled as the services are performed.

    

The CONSOL Marine Terminal does not normally experience material costs of obtaining customer contracts with amortization periods greater than one year. At June 30, 2020 and December 31, 2019, the Company did not have any capitalized costs to obtain customer contracts on its Consolidated Balance Sheets. As of and for the three and six months ended June 30, 2020 and 2019, the Company has not recognized any amortization of previously existing capitalized costs of obtaining Terminal customer contracts. Further, the Company has not recognized any revenue in the current period that is not a result of current period performance.

 

Freight Revenue

 

Some of CONSOL Energy's coal contracts require that the Company sell its coal at locations other than its central preparation plant. The cost to transport the Company's coal to the ultimate sales point is passed through to the Company's customers and CONSOL Energy recognizes the freight revenue equal to the transportation costs when title of the coal passes to the customer.

 

Contract Balances

 

Contract assets are recorded separately from trade receivables in the Company's Consolidated Balance Sheets and are reclassified to trade receivables as title passes to the customer and the Company's right to consideration becomes unconditional. Payments for coal shipments are typically due within two to four weeks from the invoice date. CONSOL Energy typically does not have material contract assets that are stated separately from trade receivables since the Company's performance obligations are satisfied as control of the goods or services passes to the customer, thereby granting the Company an unconditional right to receive consideration. Contract liabilities relate to consideration received in advance of the satisfaction of the Company'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—MISCELLANEOUS OTHER INCOME:

 

   

For the Three Months Ended June 30,

   

For the Six Months Ended June 30,

 
   

2020

   

2019

   

2020

   

2019

 

Contract Buyout

  $ 30,144     $ 1,342     $ 40,969     $ 2,390  

Royalty Income - Non-Operated Coal

    2,893       5,677       7,397       11,887  

Property Easements and Option Income

    413       450       476       1,429  

Rental Income

    325       681       822       1,298  

Interest Income

    122       757       366       1,644  

Purchased Coal Sales

          2,730             5,916  

Other

    39       557       76       922  

Miscellaneous Other Income

  $ 33,936     $ 12,194     $ 50,106     $ 25,486  

 

The increase in Contract Buyout income was primarily the result of partial contract buyouts that involved negotiations to reduce coal quantities of several customer contracts in exchange for payment of certain fees to the Company, and do not impact forward contract terms.

 

13

 

 

NOTE 4—COMPONENTS OF PENSION AND OTHER POST-EMPLOYMENT BENEFIT (OPEB) PLANS NET PERIODIC BENEFIT COSTS:

 

The components of Net Periodic Benefit (Credit) Cost are as follows:

 

   

Pension Benefits

   

Other Post-Employment Benefits

 
   

Three Months Ended

   

Six Months Ended

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

   

June 30,

   

June 30,

 
   

2020

   

2019

   

2020

   

2019

   

2020

   

2019

   

2020

   

2019

 

Service Cost

  $ 295     $ 987     $ 591     $ 1,975     $     $     $     $  

Interest Cost

    5,044       6,275       10,088       12,551       3,199       4,580       6,398       9,160  

Expected Return on Plan Assets

    (10,455 )     (10,114 )     (20,910 )     (20,229 )                        

Amortization of Prior Service Credits

          (92 )           (183 )     (602 )     (601 )     (1,203 )     (1,203 )

Amortization of Actuarial Loss

    1,731       1,490       3,461       2,979       2,320       2,315       4,639       4,631  

Net Periodic Benefit (Credit) Cost

  $ (3,385 )   $ (1,454 )   $ (6,770 )   $ (2,907 )   $ 4,917     $ 6,294     $ 9,834     $ 12,588  

 

(Credits) expenses related to pension and other post-employment benefits are reflected in Operating and Other Costs in the Consolidated Statements of Income.

 

 

NOTE 5—COMPONENTS OF COAL WORKERS’ PNEUMOCONIOSIS (CWP) AND WORKERS’ COMPENSATION NET PERIODIC BENEFIT COSTS:

 

The components of Net Periodic Benefit Cost are as follows:

 

   

CWP

   

Workers' Compensation

 
   

Three Months Ended

   

Six Months Ended

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

   

June 30,

   

June 30,

 
   

2020

   

2019

   

2020

   

2019

   

2020

   

2019

   

2020

   

2019

 

Service Cost

  $ 1,151     $ 948     $ 2,302     $ 1,896     $ 1,569     $ 1,421     $ 3,138     $ 2,842  

Interest Cost

    1,552       1,750       3,103       3,500       461       646       922       1,293  

Amortization of Actuarial Loss (Gain)

    1,401       254       2,802       508       (122 )     (193 )     (244 )     (387 )

State Administrative Fees and Insurance Bond Premiums

                            461       574       1,082       1,161  

Net Periodic Benefit Cost

  $ 4,104     $ 2,952     $ 8,207     $ 5,904     $ 2,369     $ 2,448     $ 4,898     $ 4,909  

 

 

NOTE 6—INCOME TAXES:

 

The Company has evaluated the impact of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which was signed into law by the President of the United States in March 2020. The CARES Act has various income tax related provisions, including temporary net operating loss carryback and limitation measures, a relaxation of the limitation on interest deductions, the postponement of statutory filing dates, and a technical correction of the 2017 Tax Cuts and Jobs Act related to qualified improvement property.

 

The Company's year-to-date tax rate is based on its estimated full year effective tax rate. The effective tax rate for the three and six months ended June 30, 2020 differs from the U.S. federal statutory rate of 21%, primarily due to the income tax benefit for excess percentage depletion, offset by the impact of discrete tax expense related to equity compensation and the unfavorable impact on percentage depletion related to the additional interest deduction available under the CARES Act. The CARES Act increased the amount of deductible interest from 30% of adjusted taxable income to 50% for tax years 2019 and 2020, which generates current cash tax benefit, but also reduces the base of earnings upon which percentage depletion was computed. The effective tax rate for the three and six months ended June 30, 2020 was 29.9% and 27.0%, respectively, composed of tax expense of 37.9% and 36.5%, respectively, from operations and a discrete tax benefit of $902 related to equity compensation and $1,139 related to the effect of the CARES Act, as noted above.

 

The effective tax rate for the three and six months ended June 30, 2019 was (3.9)% and (4.0)%, respectively. The six-month rate is composed of a tax benefit of (3.4)% from operations and a discrete tax benefit of (0.6)% primarily related to equity compensation. The effective tax rate for the three and six months ended June 30, 2019 differs from the U.S. federal statutory rate of 21%, primarily due to the income tax benefit for excess percentage depletion.

 

14

 

The Company utilizes the “more likely than not” standard in recognizing a tax benefit in its financial statements. For the six months ended June 30, 2020 and the year ended December 31, 2019, the Company did not have any unrecognized tax benefits. If accrual for interest or penalties is required, it is the Company's policy to include these as a component of income tax expense.

 

The Company is subject to taxation in the United States and its various states, as well as Canada and its various provinces. Under the provisions of the tax matters agreement entered into between the Company and its former parent on November 28, 2017 (the “TMA”), certain subsidiaries of the Company are subject to examination for tax years for the period January 1, 2016 through the six months ended June 30, 2020 for certain state and foreign returns. Further, the Company is subject to examination for the period November 28, 2017 through the six months ended June 30, 2020 for federal and certain state returns.

 

 

NOTE 7—CREDIT LOSSES:

 

Effective January 1, 2020, the Company adopted ASU 2016-013, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments using a modified retrospective approach. This ASU replaces the incurred loss impairment model with an expected credit loss impairment model for financial instruments, including trade and other receivables. The amendment requires entities to consider forward-looking information to estimate expected credit losses, resulting in earlier recognition of losses for receivables that are current or not yet due, which were not considered under previous accounting guidance. The Company recorded a cumulative-effect adjustment to retained earnings in the amount of $3,298, net of $1,109 of income taxes, for expected credit losses on financial assets at the adoption date.

 

The following table illustrates the impact of ASC 326.

 

   

January 1, 2020

 
   

As Reported Under ASC 326

   

Pre-ASC 326 Adoption

   

Impact of ASC 326 Adoption

 
                         

Trade Receivables

  $ 3,051     $ 2,100     $ 951  

Other Receivables

    3,372       711       2,661  

Other Assets

    795             795  

Allowance for Credit Losses on Receivables

  $ 7,218     $ 2,811     $ 4,407  

 

The Company is exposed to credit losses primarily through sales of products and services. The Company's expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade and other accounts receivables. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is based on an aging of the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company's monitoring activities include timely account reconciliations, dispute resolution, payment confirmation, consideration of customers' financial condition and macroeconomic conditions.

 

Balances are written off when determined to be uncollectible. The Company considered the current and expected future economic and market conditions surrounding the novel coronavirus (COVID-19) pandemic and determined that the estimate of credit losses was not significantly impacted.

 

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for changes to the assessment of anticipated payment, changes in economic conditions, current industry trends in the markets the Company serves, and changes in the financial health of the Company's counterparties.

 

15

 

The following table provides a roll-forward of the allowance for credit losses by portfolio segment that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected.

 

   

Trade Receivables

   

Other Receivables

   

Other Assets

 
                         

Beginning Balance, January 1, 2020

  $ 2,100     $ 711     $  

Adoption of ASU 2016-13, cumulative-effect adjustment to retained earnings

    951       2,661       795  

Provision for expected credit losses

    1,823       1,460       (186 )

Ending Balance, June 30, 2020

  $ 4,874     $ 4,832     $ 609  

 

 

NOTE 8—INVENTORIES:

 

Inventory components consist of the following:

 

   

June 30,

   

December 31,

 
   

2020

   

2019

 

Coal

  $ 6,970     $ 2,484  

Supplies

    54,071       51,647  

Total Inventories

  $ 61,041     $ 54,131  

 

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, 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 the Company's coal operations.

 

 

NOTE 9—ACCOUNTS RECEIVABLE SECURITIZATION:

 

CONSOL Energy and certain of its U.S. subsidiaries are parties to a trade accounts receivable securitization facility with financial institutions for the sale on a continuous basis of eligible trade accounts receivable. In March 2020, the securitization facility was amended to, among other things, extend the maturity date from August 30, 2021 to March 27, 2023.

 

Pursuant to the securitization facility, CONSOL Thermal Holdings LLC sells current and future trade receivables to CONSOL Pennsylvania Coal Company LLC. CONSOL Marine Terminals LLC and CONSOL Pennsylvania Coal Company LLC sell and/or contribute current and future trade receivables (including receivables sold to CONSOL Pennsylvania Coal Company LLC by CONSOL Thermal Holdings LLC) to CONSOL Funding LLC (the “SPV”). The SPV, in turn, pledges its interests in the receivables to PNC Bank, which either makes loans or issues letters of credit on behalf of the SPV. The maximum amount of advances and letters of credit outstanding under the securitization facility may not exceed $100 million.

 

Loans under the securitization facility 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 facility also 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.

 

At June 30, 2020, the Company's eligible accounts receivable yielded $22,923 of borrowing capacity. At June 30, 2020, the facility had no outstanding borrowings and $21,772 of letters of credit outstanding, leaving available borrowing capacity of $1,151. At December 31, 2019, the Company's eligible accounts receivable yielded $41,282 of borrowing capacity. At December 31, 2019, the facility had no outstanding borrowings and $41,211 of letters of credit outstanding, leaving available borrowing capacity of $71. Costs associated with the receivables facility totaled $292 and $633 for the three and six months ended June 30, 2020, respectively, and $370 and $751 for the three and six months ended June 30, 2019, respectively. These costs have been recorded as financing fees which are included in Operating and Other Costs in the Consolidated Statements of Income. The Company has not derecognized any receivables due to its continued involvement in the collections efforts.

 

16

 

 

NOTE 10—PROPERTY, PLANT AND EQUIPMENT:

 

Property, plant and equipment consists of the following:

 

   

June 30,

   

December 31,

 
   

2020

   

2019

 

Plant and Equipment

  $ 3,072,238     $ 3,028,514  

Coal Properties and Surface Lands

    873,809       872,909  

Airshafts

    447,417       437,003  

Mine Development

    343,261       342,706  

Advance Mining Royalties

    327,217       327,048  

Total Property, Plant and Equipment

    5,063,942       5,008,180  

Less: Accumulated Depreciation, Depletion and Amortization

    2,996,331       2,916,015  

Total Property, Plant and Equipment, Net

  $ 2,067,611     $ 2,092,165  

 

Coal reserves are controlled either through fee ownership or by lease. The duration of the leases vary; however, the lease terms are generally 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 June 30, 2020 and December 31, 2019, property, plant and equipment includes gross assets under finance leases of $81,571 and $52,729, respectively. Accumulated amortization for finance leases was $43,375 and $31,373 at June 30, 2020 and December 31, 2019, respectively. Amortization expense for assets under finance leases approximated $5,538 and $3,920 for the three months ended June 30, 2020 and 2019 and $10,502 and $7,834 for the six months ended June 30, 2020 and 2019, respectively, and is included in Depreciation, Depletion and Amortization in the accompanying Consolidated Statements of Income.

 

 

NOTE 11—OTHER ACCRUED LIABILITIES:

 

   

June 30,

   

December 31,

 
   

2020

   

2019

 

Subsidence Liability

  $ 90,849     $ 90,645  

Accrued Payroll and Benefits

    19,142       21,102  

Accrued Equipment Obligations

    6,550        

Accrued Interest

    5,737       6,281  

Other

    22,340       21,034  

Current Portion of Long-Term Liabilities:

               

Postretirement Benefits Other than Pensions

    30,884       31,833  

Asset Retirement Obligations

    22,057       21,741  

Operating Lease Liability

    19,790       19,479  

Pneumoconiosis Benefits

    12,172       12,331  

Workers' Compensation

    11,005       11,323  

Total Other Accrued Liabilities

  $ 240,526     $ 235,769  

 

17

 

 

NOTE 12—LONG-TERM DEBT:

 

  

June 30,

  

December 31,

 
  

2020

  

2019

 

Debt:

        

Term Loan B due in September 2024 (Principal of $271,563 and $272,938 less Unamortized Discount of $1,062 and $1,187, 4.68% and 6.30% Weighted Average Interest Rate, respectively)

 $270,501  $271,751 

11.00% Senior Secured Second Lien Notes due November 2025

  178,452   221,628 

MEDCO Revenue Bonds in Series due September 2025 at 5.75%

  102,865   102,865 

Term Loan A due in March 2023 (5.50% and 5.55% Weighted Average Interest Rate, respectively)

  78,750   88,750 

Other Asset-Backed Financing Arrangements

  20,092   9,289 

Advance Royalty Commitments (10.78% Weighted Average Interest Rate)

  1,895   1,895 

Less: Unamortized Debt Issuance Costs

  11,478   10,323 
   641,077   685,855 

Less: Amounts Due in One Year*

  45,717   32,053 

Long-Term Debt

 $595,360  $653,802 

 

* Excludes current portion of Finance Lease Obligations of $21,208 and $18,219 at June 30, 2020 and December 31, 2019, respectively.

 

In November 2017, CONSOL Energy entered into a revolving credit facility with commitments up to $300 million (the “Revolving Credit Facility”), a Term Loan A Facility of up to $100 million (the “TLA Facility”) and a Term Loan B Facility of up to $400 million (the “TLB Facility”, and together with the Revolving Credit Facility and the TLA Facility, the “Senior Secured Credit Facilities”). On March 28, 2019, the Company amended the Senior Secured Credit Facilities to increase the borrowing commitment of the Revolving Credit Facility to $400 million and reallocate the principal amounts outstanding under the TLA Facility and TLB Facility. On June 5, 2020, the Company amended the Senior Secured Credit Facilities (the “amendment”) to provide eight quarters of financial covenant relaxation, effect an increase in the rate at which borrowings under the Revolving Credit Facility and the TLA Facility bear interest, and add an anti-cash hoarding provision. Borrowings under the Company's Senior Secured Credit Facilities bear interest at a floating rate which can be, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) an alternate base rate plus an applicable margin. The applicable margin for the Revolving Credit Facility and TLA Facility depends on the total net leverage ratio, whereas the applicable margin for the TLB Facility is fixed. The amendment increased the applicable margin by 50 basis points on both the Revolving Credit Facility and the TLA Facility. The maturity date of the Revolving Credit and TLA Facilities is March 28, 2023. The TLB Facility's maturity date is September 28, 2024. Obligations under the Senior Secured Credit Facilities (Term Loan B and Term Loan A, together with the Revolving Credit Facility, on which there were no outstanding borrowings at June 30, 2020) are guaranteed by (i) all owners of the 75% undivided economic interest in the PAMC held by the Company, (ii) any other members of the Company’s group that own any portion of the collateral securing the Revolving Credit Facility, and (iii) subject to certain customary exceptions and agreed materiality thresholds, all other existing or future direct or indirect wholly-owned restricted subsidiaries of the Company (excluding the Partnership and its wholly-owned subsidiaries). The obligations are secured by, subject to certain exceptions (including a limitation of pledges of equity interests in certain subsidiaries and certain thresholds with respect to real property), a first-priority lien on (i) the Company’s 75% undivided economic interest in the PAMC, (ii) the limited partner units of the Partnership held by the Company, (iii) the equity interests in CONSOL Coal Resources GP LLC held by the Company (iv) the CONSOL Marine Terminal and (v) the 1.5 billion tons of Greenfield Reserves.

 

The Senior Secured Credit Facilities contain a number of customary affirmative covenants. In addition, the Senior Secured Credit Facilities contain a number of negative covenants, including (subject to certain exceptions) limitations on (among other things): indebtedness, liens, investments, acquisitions, dispositions, restricted payments, and prepayments of junior indebtedness. The amendment added additional conditions to be met for the covenants relating to investments in joint ventures, general investments, share repurchases, dividends, and repurchases of Second Lien Notes. The additional conditions require no outstanding borrowings and no more than $200 million of outstanding letters of credit on the Revolving Credit Facility. Further restrictions apply to investments in joint ventures, share repurchases and dividends that require the total net leverage ratio shall not be greater than 2.00 to 1.00.

 

18

 

The Revolving Credit Facility and TLA Facility also include covenants relating to (i) a maximum first lien gross leverage ratio, (ii) a maximum total net leverage ratio, and (iii) a minimum fixed charge coverage ratio.  The maximum first lien gross leverage ratio is calculated as the ratio of Consolidated First Lien Debt to Consolidated EBITDA, excluding the Partnership. Consolidated EBITDA, as used in the covenant calculation, excludes non-cash compensation expenses, non-recurring transaction expenses, extraordinary gains and losses, gains and losses on discontinued operations, non-cash charges related to legacy employee liabilities and gains and losses on debt extinguishment, and includes cash distributions received from the Partnership and subtracts cash payments related to legacy employee liabilities. The maximum total net leverage ratio is calculated as the ratio of Consolidated Indebtedness, minus Cash on Hand, to Consolidated EBITDA, excluding the Partnership. The minimum fixed charge coverage ratio is calculated as the ratio of Consolidated EBITDA to Consolidated Fixed Charges, excluding the Partnership. Consolidated Fixed Charges, as used in the covenant calculation, include cash interest payments, cash payments for income taxes, scheduled debt repayments, dividends paid, and Maintenance Capital Expenditures. The amendment revised the financial covenants applicable to the Revolving Credit Facility and TLA Facility relating to the maximum first lien gross leverage ratio, maximum total net leverage ratio and minimum fixed charge coverage ratio, so that for the fiscal quarters ending June 30, 2020 through March 31, 2021, the maximum first lien gross leverage ratio shall be 2.50 to 1.00, the maximum total net leverage ratio shall be 3.75 to 1.00, and the minimum fixed charge coverage ratio shall be 1.00 to 1.00; for the fiscal quarters ending June 30, 2021 through September 30, 2021, the maximum first lien gross leverage ratio shall be 2.25 to 1.00 and the maximum total net leverage ratio shall be 3.50 to 1.00; for the fiscal quarters ending June 30, 2021 through March 31, 2022, the minimum fixed charge coverage ratio shall be 1.05 to 1.00; for the fiscal quarters ending December 31, 2021 through March 31, 2022, the maximum first lien gross leverage ratio shall be 2.00 to 1.00 and the maximum total net leverage ratio shall be 3.25 to 1.00; and for the fiscal quarters ending on or after June 30, 2022, the maximum first lien gross leverage ratio shall be 1.75 to 1.00, the maximum total net leverage ratio shall be 2.75 to 1.00 and the minimum fixed charge coverage ratio shall be 1.10 to 1.00. The maximum first lien gross leverage ratio was 1.97 to 1.00 at June 30, 2020. The maximum total net leverage ratio was 3.19 to 1.00 at June 30, 2020. The minimum fixed charge coverage ratio was 1.15 to 1.00 at June 30, 2020. The Company was in compliance with all of its debt covenants as of June 30, 2020. The Company is continuing to actively monitor the effects of the ongoing COVID-19 pandemic on its liquidity and capital resources. We took several steps in the first half of 2020 to reinforce our liquidity. From a coal shipment perspective, we seemed to have hit the bottom in May 2020. However, if the demand for our coal continues to decrease, this could adversely affect our liquidity in future quarters and, as a result, our ability to comply with these covenants over the next twelve months.

 

The TLB Facility also includes a financial covenant that requires the Company to repay a certain amount of its borrowings under the TLB Facility within ten business days after the date it files its Form 10-K with the Securities and Exchange Commission if the Company has excess cash flow (as defined in the credit agreement for the Senior Secured Credit Facilities) during the year covered by the applicable Form 10-K. During the six months ended June 30, 2019, CONSOL Energy made the required repayment of approximately $110 million based on the amount of the Company's excess cash flow as of December 31, 2018. For fiscal year 2018, such repayment was equal to 75% of the Company's excess cash flow less any voluntary prepayments of its borrowings under the TLB Facility made by the Company during 2018. For all subsequent fiscal years, the required repayment is equal to a certain percentage of the Company’s excess cash flow for such year, ranging from 0% to 75% depending on the Company’s total net leverage ratio, less the amount of certain voluntary prepayments made by the Company, if any, under the TLB Facility during such fiscal year. Based on the Company's excess cash flow calculation, no repayment was required with respect to the year ended December 31, 2019. The amount of excess cash flow is a covenant feature only applicable as of the Company's year-end and will be calculated as of December 31, 2020.

 

At June 30, 2020, the Revolving Credit Facility had no borrowings outstanding and $87,654 of letters of credit outstanding, leaving $312,346 of unused capacity. At December 31, 2019, the Revolving Credit Facility had no borrowings outstanding and $69,588 of letters of credit outstanding, leaving $330,412 of unused capacity. From time to time, CONSOL Energy is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies' statutes and regulations. CONSOL Energy sometimes uses letters of credit to satisfy these requirements and these letters of credit reduce the Company's borrowing facility capacity.

 

In November 2017, CONSOL Energy issued $300 million in aggregate principal amount of 11.00% Senior Secured Second Lien Notes due 2025 (the “Second Lien Notes”) pursuant to an indenture (the “Indenture”) dated as of November 13, 2017, by and between the Company and UMB Bank, N.A., a national banking association, as trustee and collateral trustee (the “Trustee”). On November 28, 2017, certain subsidiaries of the Company executed a supplement to the Indenture and became party to the Indenture as a guarantor (the “Guarantors”). The Second Lien Notes are secured by second priority liens on substantially all of the assets of the Company and the Guarantors that are pledged and on a first-priority basis as collateral securing the Company’s obligations under the Senior Secured Credit Facilities (described above), subject to certain exceptions under the Indenture. The Indenture contains covenants that will limit the ability of the Company and the Guarantors, to (i) incur, assume or guarantee additional indebtedness or issue preferred stock; (ii) create liens to secure indebtedness; (iii) declare or pay dividends on the Company’s common stock, redeem stock or make other distributions to the Company’s stockholders; (iv) make investments; (v) restrict dividends, loans or other asset transfers from the Company’s restricted subsidiaries; (vi) merge or consolidate, or sell, transfer, lease or dispose of substantially all of the Company’s assets; (vii) sell or otherwise dispose of certain assets, including equity interests in subsidiaries; (viii) enter into transactions with affiliates; and (ix) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. If the Second Lien Notes achieve an investment grade rating from both Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc. and no default under the Indenture exists, many of the foregoing covenants will terminate and cease to apply.

 

19

 

During the six months ended June 30, 2020, the Company repurchased $43,176 of its outstanding 11.00% Senior Secured Second Lien Notes due in 2025. During the six months ended June 30, 2019, the Company made a required repayment of approximately $110 million on the TLB Facility (discussed above) and amended the Senior Secured Credit Facilities. The Company also repurchased $19,320 of its outstanding 11.00% Senior Secured Second Lien Notes due in 2025 during the six months ended June 30, 2019. As part of these transactions, $16,833 was included in Loss (Gain) on Debt Extinguishment on the Consolidated Statements of Income for the six months ended June 30, 2020, and $1,500 and $24,643 was included in Loss (Gain) on Debt Extinguishment on the Consolidated Statements of Income for the three and six months ended June 30, 2019, respectively.

 

The Company is a borrower under two asset-backed financing arrangements related to certain equipment. The equipment, which has an approximate value of $20,092, fully collateralizes the loans. As of June 30, 2020, a total of $16,924 matures in December 2020 and $3,168 matures in September 2024. The loans had a weighted average interest rate of 4.29% and 5.07% at June 30, 2020 and December 31, 2019, respectively.

 

During the year ended December 31, 2019, the Company entered into interest rate swaps, which effectively converted $150,000 of the TLB Facility's floating interest rate to a fixed interest rate for the twelve months ending December 31, 2020 and 2021, and $50,000 of the TLB Facility's floating interest rate to a fixed interest rate for the twelve months ending December 31, 2022. The interest rate swaps qualify for cash flow hedge accounting treatment and as such, the change in the fair value of the interest rate swaps is recorded on the Company's Consolidated Balance Sheets as an asset or liability. The effective portion of the gains or losses is reported as a component of accumulated other comprehensive loss and the ineffective portion is reported in earnings. At June 30, 2020 and December 31, 2019, the interest rate swap contracts were reflected in the Consolidated Balance Sheets at their fair value of $3,877 and $154, respectively, which is recorded in Other Accrued Liabilities and Other Liabilities. The fair value of the interest rate swaps reflected an unrealized loss of $2,785 (net of $937 tax) at June 30, 2020. The unrealized loss is included on the Consolidated Statements of Stockholders' Equity as part of accumulated other comprehensive loss, as well as on the Consolidated Statements of Comprehensive Income as unrealized loss on cash flow hedges. Some of the Company's interest rate swaps reached their effective date in the six months ended June 30, 2020. As such, a loss of $430 was recognized in interest expense in the Consolidated Statements of Income for the six months ended June 30, 2020. During 2020, notional amounts of $150,000 will become effective. Based on the fair value of the Company's cash flow hedges at June 30, 2020, the Company expects expense of approximately $2,050 to be reclassified into earnings in the next 12 months.

 

20

 

 

NOTE 13—COMMITMENTS AND CONTINGENT LIABILITIES:

 

The Company and its former parent entered into a separation and distribution agreement on November 28, 2017 that implemented the legal and structural separation of the Company from its former parent. The separation and distribution agreement also identified the assets of the Coal Business that were transferred to the Company and the liabilities and contracts related to the Coal Business that were assumed by the Company as part of the separation and distribution, and provides post-closing indemnification obligations and procedures between the Company and its former parent relating to the liabilities of the Coal Business that the Company assumed.

 

The Company 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 business. The Company accrues the estimated loss for these lawsuits and claims when the loss is probable and reasonably estimable. The Company’s 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 Company as of June 30, 2020. It is possible that the aggregate loss in the future with respect to these lawsuits and claims could ultimately be material to the Company’s financial position, results of operations or cash flows; however, such amounts cannot be reasonably estimated. The amount claimed against the Company as of June 30, 2020 is disclosed below when an amount is expressly stated in the lawsuit or claim, which is not often the case.

 

Fitzwater Litigation: Three nonunion retired coal miners have sued Fola Coal Company LLC, Consolidation Coal Company (“CCC”) and CONSOL of Kentucky Inc. (“COK”) (as well as the Company's former parent) in West Virginia Federal Court alleging ERISA violations in the termination of retiree health care benefits. The Plaintiffs contend they relied to their detriment on oral statements and promises of “lifetime health benefits” allegedly made by various members of management during Plaintiffs’ employment and that they were allegedly denied access to Summary Plan Documents that clearly reserved the right to modify or terminate the Retiree Health and Welfare Plan subject to Plaintiffs’ claims. Pursuant to Plaintiffs’ amended complaint filed on April 24, 2017, Plaintiffs request that retiree health benefits be reinstated and seek to represent a class of all nonunion retirees who were associated with AMVEST and COK areas of operation. On October 15, 2019, Plaintiffs’ supplemental motion for class certification was denied on all counts. On April 1, 2020, the Court issued a revised scheduling order for the remaining individual claims, setting August 4, 2020 as the trial date. On July 15, 2020, Plaintiffs filed an interlocutory appeal with the Fourth Circuit Court of Appeals on the Order denying class certification. The Company believes it has a meritorious defense and intends to vigorously defend this suit.

 

Casey Litigation: A class action lawsuit was filed on August 23, 2017 on behalf of two nonunion retired coal miners against CCC, COK, CONSOL Buchanan Mining Co., LLC and Kurt Salvatori in West Virginia Federal Court alleging ERISA violations in the termination of retiree health care benefits. Filed by the same lawyers who filed the Fitzwater litigation, and raising nearly identical claims, the Plaintiffs contend they relied to their detriment on oral promises of “lifetime health benefits” allegedly made by various members of management during Plaintiffs’ employment and that they were not provided with copies of Summary Plan Documents clearly reserving to the Company the right to modify or terminate the Retiree Health and Welfare Plan. Plaintiffs request that retiree health benefits be reinstated for them and their dependents and seek to represent a class of all nonunion retirees of any subsidiary of the Company's former parent that operated or employed individuals in McDowell or Mercer Counties, West Virginia, or Buchanan or Tazewell Counties, Virginia whose retiree welfare benefits were terminated. On December 1, 2017, the trial court judge in Fitzwater signed an order to consolidate Fitzwater with Casey. The Casey complaint was amended on March 1, 2018 to add new plaintiffs, add defendant CONSOL Pennsylvania Coal Company, LLC and eliminate defendant CONSOL Buchanan Mining Co., LLC in an attempt to expand the class of retirees. On October 15, 2019, Plaintiffs’ supplemental motion for class certification was denied on all counts. On April 1, 2020, the Court issued a revised scheduling order for the remaining individual claims, setting August 4, 2020 as the trial date. On July 15, 2020, Plaintiffs filed an interlocutory appeal with the Fourth Circuit Court of Appeals on the Order denying class certification. The Company believes it has a meritorious defense and intends to vigorously defend this suit.

 

United Mine Workers of America 1992 Benefit Plan Litigation: In 2013, Murray Energy and its subsidiaries (“Murray”) entered into a stock purchase agreement (the “Murray sale agreement”) with the Company's former parent pursuant to which Murray acquired the stock of CCC and certain subsidiaries and certain other assets and liabilities. At the time of sale, the liabilities included certain retiree medical liabilities under the Coal Industry Retiree Health Benefits Act of 1992 (“Coal Act”) and certain federal black lung liabilities under the Black Lung Benefits Act (“BLBA”). Based upon information available, the Company estimates that the annual servicing costs of these liabilities are approximately $10 million to $20 million per year for the next ten years. The annual servicing cost would decline each year since the beneficiaries of the Coal Act consist principally of miners who retired prior to 1994. Murray filed for Chapter 11 bankruptcy in October 2019. As part of the ongoing bankruptcy proceedings, Murray entered into a settlement with the United Mine Workers of America 1992 Benefit Plan (“1992 Plan”) to transfer retirees in the Murray Energy Section 9711 Plan into the 1992 Plan, which the bankruptcy court approved on April 30, 2020. The 1992 Plan recently filed an action in the United States District Court for the District of Columbia asking the court to make a determination whether the Company's former parent or the Company has any continuing retiree medical liabilities under the Coal Act. The Murray sale agreement includes indemnification by Murray with respect to the Coal Act and BLBA liabilities. In addition, the Company had agreed to indemnify its former parent relative to certain pre-separation liabilities. In addition to pursuing all available claims against Murray in the bankruptcy, the Company is currently, and will continue to, vigorously defend any claims that attempt to transfer any of such liabilities directly or indirectly to the Company, including raising all applicable defenses against the 1992 Plan’s suit and those of any other party.

 

Other Matters: Various Company subsidiaries are defendants in certain other legal proceedings arising out of the conduct of the Coal Business prior to the separation and distribution, and the Company is also a defendant in other legal proceedings following the separation and distribution. In the opinion of management, based upon an investigation of these matters and discussion with legal counsel, the ultimate outcome of such other legal proceedings, individually and in the aggregate, is not expected to have a material adverse effect on the Company’s financial position, results of operations or liquidity.

 

21

 

As part of the separation and distribution, the Company assumed various financial obligations relating to the Coal Business and agreed to reimburse its former parent for certain financial guarantees relating to the Coal Business that its former parent retained following the separation and distribution. Employee-related financial guarantees have primarily been provided to support the United Mine Workers’ of America’s 1992 Benefit Plan and federal black lung and various state workers’ compensation self-insurance programs. Environmental financial guarantees have primarily been provided to support various performance bonds related to reclamation and other environmental issues. Other financial guarantees have been extended to support sales contracts, insurance policies, legal matters, full and timely payments of mining equipment leases, and various other items necessary in the normal course of business.

 

The following is a summary, as of June 30, 2020, of the financial guarantees, unconditional purchase obligations and letters of credit to certain third parties. These amounts represent the maximum potential of total future payments that the Company could be required to make under these instruments, or under the separation and distribution agreement to the extent retained by the Company's former parent on behalf of the Coal 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 in the financial statements. The Company’s management believes that these guarantees will expire without being funded, and therefore, the commitments will not have a material adverse effect on the Company’s financial condition.

 

  

Amount of Commitment Expiration per Period

 
  

Total Amounts Committed

  

Less Than 1 Year

  

1-3 Years

  

3-5 Years

  

Beyond 5 Years

 

Letters of Credit:

                    

Employee-Related

 $68,346  $50,925  $17,421  $  $ 

Environmental

  398   398          

Other

  40,682   38,578   2,104       

Total Letters of Credit

  109,426   89,901   19,525       

Surety Bonds:

                    

Employee-Related

  87,424   87,424          

Environmental

  535,155   531,461   3,694       

Other

  4,131   3,488   643       

Total Surety Bonds

  626,710   622,373   4,337       

Guarantees:

                    

Other

  12,104   6,733   4,691   398   282 

Total Guarantees

  12,104   6,733   4,691   398   282 

Total Commitments

 $748,240  $719,007  $28,553  $398  $282 

 

Included in the above table are commitments and guarantees entered into in conjunction with the sale of Consolidation Coal Company and certain of its subsidiaries, which contain all five of its longwall coal mines in West Virginia and its river operations, to a third party. As part of the separation and distribution, the Company's former parent agreed to indemnify the Company and the Company agreed to indemnify its former parent in each case with respect to guarantees of certain equipment lease obligations that were assumed by the third party. In the event that the third party would default on the obligations defined in the agreements, the Company would be required to perform under the guarantees. If the Company would be required to perform, the stock purchase agreement provides various recourse actions. As of June 30, 2020, the Company has not been required to perform under these guarantees. The equipment lease obligations are collateralized by the underlying assets. The current maximum estimated exposure under these guarantees as of June 30, 2020 and December 31, 2019 is believed to be approximately $18,000 and $20,000, respectively. At June 30, 2020 and December 31, 2019, the fair value of these guarantees was $378 and $482, respectively, and is included in Other Accrued Liabilities on the Consolidated Balance Sheets. The fair value of certain of the guarantees was determined using the Company’s risk-adjusted interest rate. Significant increases or decreases in the risk-adjusted interest rates may result in a significantly higher or lower fair value measurement. No other amounts related to financial guarantees and letters of credit are recorded as liabilities in the financial statements. Significant judgment is required in determining the fair value of these guarantees. The guarantees of the leases are classified within Level 3 of the fair value hierarchy.

 

The Company regularly evaluates the likelihood of default for all guarantees based on an expected loss analysis and records the fair value, if any, of its guarantees as an obligation in the consolidated financial statements.

 

22

 

 

NOTE 14—FAIR VALUE OF FINANCIAL INSTRUMENTS:

 

CONSOL Energy 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 Company’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 Company’s third-party guarantees are the credit risk of the third-party and the third-party surety bond markets. A significant increase or decrease in these values, in isolation, would have a directionally similar effect resulting in higher or lower fair value measurement of the Company’s Level 3 guarantees.

 

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 financial instruments measured at fair value on a recurring basis are summarized below:

 

   

Fair Value Measurements at

   

Fair Value Measurements at

 
   

June 30, 2020

   

December 31, 2019

 

Description

 

Level 1

   

Level 2

   

Level 3

   

Level 1

   

Level 2

   

Level 3

 

Lease Guarantees

  $     $     $ (378 )   $     $     $ (482 )

Derivatives (1)

  $     $ (3,877 )   $     $     $ (154 )   $  

 

(1) Interest rate swaps are valued based on observable market swap rates and are classified within Level 2 of 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:

 

   

June 30, 2020

   

December 31, 2019

 
   

Carrying

   

Fair

   

Carrying

   

Fair

 
   

Amount

   

Value

   

Amount

   

Value

 

Long-Term Debt

  $ 652,555     $ 452,983     $ 696,178     $ 642,018  

 

Certain of the Company’s debt is actively traded on a public market and, as a result, constitutes Level 1 fair value measurements. The portion of the Company’s debt obligations that is not actively traded is valued through reference to the applicable underlying benchmark rate and, as a result, constitutes Level 2 fair value measurements.

 

23

 

 

NOTE 15—SEGMENT INFORMATION:

 

CONSOL Energy Inc. consists of one reportable segment: the Pennsylvania Mining Complex, which includes the Bailey Mine, the Enlow Fork Mine, the Harvey Mine and the Central Preparation Plant. The principal activities of the PAMC are mining, preparation and marketing of thermal coal, sold primarily to power generators. It also includes selling, general and administrative activities, as well as various other activities assigned to the PAMC.

 

CONSOL Energy’s Other division includes revenue and expenses from various corporate and diversified business activities that are not allocated to the PAMC division. The diversified business activities include the CONSOL Marine Terminal, development of the Itmann Mine, the Greenfield Reserves, closed and idle mine activities, selling, general and administrative activities, interest expense and income taxes, as well as various other non-operated activities, none of which are individually significant to the Company.

 

Industry segment results for the three months ended June 30, 2020 are:

 

   

PAMC

   

Other

   

Adjustments and Eliminations

   

Consolidated

   

Coal Revenue

  $ 102,026     $ 287     $     $ 102,313  

(A)

Terminal Revenue

          15,898             15,898    

Freight Revenue

    3,085                   3,085    

Total Revenue and Freight

  $ 105,111     $ 16,185     $     $ 121,296    

Loss Before Income Tax

  $ (21,823 )   $ (6,923 )   $     $ (28,746 )  

Segment Assets

  $ 1,889,557     $ 676,575     $     $ 2,566,132    

Depreciation, Depletion and Amortization

  $ 46,793     $ (638 )   $     $ 46,155    

Capital Expenditures

  $ 16,262     $ 3,007     $     $ 19,269    

 

Industry segment results for the three months ended June 30, 2019 are:

 

   

PAMC

   

Other

   

Adjustments and Eliminations

   

Consolidated

   

Coal Revenue

  $ 350,620     $     $     $ 350,620  

(A)

Terminal Revenue

          16,708             16,708    

Freight Revenue

    3,854                   3,854    

Total Revenue and Freight

  $ 354,474     $ 16,708     $     $ 371,182    

Earnings (Loss) Before Income Tax

  $ 60,786     $ (13,764 )   $     $ 47,022    

Segment Assets

  $ 1,973,627     $ 791,844     $     $ 2,765,471    

Depreciation, Depletion and Amortization

  $ 45,427     $ 724     $     $ 46,151    

Capital Expenditures

  $ 39,813     $ 8,970     $     $ 48,783    

 

24

 

Industry segment results for the six months ended June 30, 2020 are:

 

   

PAMC

   

Other

   

Adjustments and Eliminations

   

Consolidated

   

Coal Revenue

  $ 357,478     $ 287     $     $ 357,765  

(A)

Terminal Revenue

          32,399             32,399    

Freight Revenue

    6,232                   6,232    

Total Revenue and Freight

  $ 363,710     $ 32,686     $     $ 396,396    

Loss Before Income Tax

  $ (10,949 )   $ (13,414 )   $     $ (24,363 )  

Segment Assets

  $ 1,889,557     $ 676,575     $     $ 2,566,132    

Depreciation, Depletion and Amortization

  $ 95,210     $ 5,888     $     $ 101,098    

Capital Expenditures

  $ 36,954     $ 9,493     $     $ 46,447    

 

Industry segment results for the six months ended June 30, 2019 are:

 

   

PAMC

   

Other

   

Adjustments and Eliminations

   

Consolidated

   

Coal Revenue

  $ 683,123     $     $     $ 683,123  

(A)

Terminal Revenue

          34,526             34,526    

Freight Revenue

    10,516                   10,516    

Total Revenue and Freight

  $ 693,639     $ 34,526     $     $ 728,165    

Earnings (Loss) Before Income Tax

  $ 125,484     $ (59,009 )   $     $ 66,475    

Segment Assets

  $ 1,973,627     $ 791,844     $     $ 2,765,471    

Depreciation, Depletion and Amortization

  $ 90,295     $ 6,580     $     $ 96,875    

Capital Expenditures

  $ 72,185     $ 10,769     $     $ 82,954    

 

 

(A)

For the three and six months ended June 30, 2020 and 2019, the PAMC segment had revenues from the following customers, each comprising over 10% of the Company’s total sales:

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2020

   

2019

   

2020

   

2019

 

Customer B

  $ 30,032     $ 139,811     $ 134,386     $ 262,930  

Customer C

  $ 14,060     $ 53,511     $ 49,743     $ 95,377  

Customer A

    *     $ 68,370     $ 48,829     $ 130,241  

* Revenues from this customer during the three months ended June 30, 2020 were less than 10% of the Company's total sales.
 

25

 

Reconciliation of Segment Information to Consolidated Amounts:

 

Total Assets:

 

   

June 30,

 
   

2020

   

2019

 

Segment Assets for Total Reportable Business Segments

  $ 1,889,557     $ 1,973,627  

Segment Assets for All Other Business Segments

    521,843       516,108  

Items Excluded from Segment Assets:

               

Cash and Other Investments

    45,834       183,899  

Deferred Tax Assets

    108,898       91,837  

Total Consolidated Assets

  $ 2,566,132     $ 2,765,471  

 

 

NOTE 16—ADDITIONAL INFORMATION WITH RESPECT TO UNRESTRICTED SUBSIDIARIES:

 

Under the terms of the Indenture and Senior Secured Credit Facilities, CONSOL Energy has designated certain of its subsidiaries as “Unrestricted Subsidiaries”. The current Unrestricted Subsidiaries are the Partnership and its subsidiaries and the SPV. CONSOL Energy is required under the terms of the Indenture and the Senior Secured Credit Facilities to present additional information that reflects the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Company's Unrestricted Subsidiaries for the periods presented. This additional information is below.

 

Income Statement for the Three Months Ended June 30, 2020 (unaudited):

 

   

Company and

                 
   

Restricted

   

Unrestricted

         
   

Subsidiaries

   

Subsidiaries

   

Consolidated

 

Revenue and Other Income:

                       

Coal Revenue

  $ 76,806     $ 25,507     $ 102,313  

Terminal Revenue

    15,898             15,898  

Freight Revenue

    2,314       771       3,085  

Miscellaneous Other Income

    16,802       17,134       33,936  

Gain on Sale of Assets

    7,329             7,329  

Total Revenue and Other Income

    119,149       43,412       162,561  

Costs and Expenses:

                       

Operating and Other Costs

    91,325       25,081       116,406  

Depreciation, Depletion and Amortization

    34,635       11,520       46,155  

Freight Expense

    2,314       771       3,085  

Selling, General and Administrative Costs

    8,579       2,360       10,939  

Interest Expense, net

    12,468       2,254       14,722  

Total Costs and Expenses

    149,321       41,986       191,307  

(Loss) Earnings Before Income Tax

    (30,172 )     1,426       (28,746 )

Income Tax Benefit

    (7,683 )           (7,683 )

Net (Loss) Income

    (22,489 )     1,426       (21,063 )

Less: Net Loss Attributable to Noncontrolling Interest

    (3,080 )           (3,080 )

Net (Loss) Income Attributable to CONSOL Energy Inc. Shareholders

  $ (19,409 )   $ 1,426     $ (17,983 )

 

26

 

Balance Sheet at June 30, 2020 (unaudited):

                       
                         
   

Company and

                 
   

Restricted

   

Unrestricted

         
   

Subsidiaries

   

Subsidiaries

   

Consolidated

 

ASSETS

                       

Current Assets:

                       

Cash and Cash Equivalents

  $ 32,893     $ 134     $ 33,027  

Accounts and Notes Receivable

                       

Trade Receivables, net

          99,993       99,993  

Other Receivables, net

    27,089       747       27,836  

Inventories

    46,919       14,122       61,041  

Prepaid Expenses and Other Assets

    18,322       2,761       21,083  

Total Current Assets

    125,223       117,757       242,980  

Property, Plant and Equipment:

                       

Property, Plant and Equipment

    4,062,898       1,001,044       5,063,942  

Less-Accumulated Depreciation, Depletion and Amortization

    2,402,098       594,233       2,996,331  

Total Property, Plant and Equipment - Net

    1,660,800       406,811       2,067,611  

Other Assets:

                       

Deferred Income Taxes

    108,898             108,898  

Right of Use Asset - Operating Leases

    49,574       13,335       62,909  

Other, net

    70,488       13,246       83,734  

Total Other Assets

    228,960       26,581       255,541  

TOTAL ASSETS

  $ 2,014,983     $ 551,149     $ 2,566,132  

LIABILITIES AND EQUITY

                       

Current Liabilities:

                       

Accounts Payable

  $ 48,223     $ 18,229     $ 66,452  

Accounts (Recoverable) Payable - Related Parties

    (4,731 )     4,731        

Current Portion of Long-Term Debt

    58,162       8,763       66,925  

Other Accrued Liabilities

    203,744       36,782       240,526  

Total Current Liabilities

    305,398       68,505       373,903  

Long-Term Debt:

                       
Long-Term Debt, Related Party     (158,169 )     158,169        

Long-Term Debt

    595,360             595,360  

Finance Lease Obligations

    17,874       5,666       23,540  

Total Long-Term Debt

    455,065       163,835       618,900  

Deferred Credits and Other Liabilities:

                       

Postretirement Benefits Other Than Pensions

    425,493             425,493  

Pneumoconiosis Benefits

    194,666       6,508       201,174  

Asset Retirement Obligations

    217,618       11,030       228,648  

Workers' Compensation

    57,378       3,811       61,189  

Salary Retirement

    38,947             38,947  

Operating Lease Liability

    36,377       9,102       45,479  

Other

    15,668       856       16,524  

Total Deferred Credits and Other Liabilities

    986,147       31,307       1,017,454  

TOTAL LIABILITIES

    1,746,610       263,647       2,010,257  

Total CONSOL Energy Inc. Stockholders’ Equity

    139,679       287,502       427,181  

Noncontrolling Interest

    128,694             128,694  

TOTAL LIABILITIES AND EQUITY

  $ 2,014,983     $ 551,149     $ 2,566,132  

 

27

 

Income Statement for the Three Months Ended June 30, 2019 (unaudited):

 

   

Company and

                 
   

Restricted

   

Unrestricted

         
   

Subsidiaries

   

Subsidiaries

   

Consolidated

 

Revenue and Other Income:

                       

Coal Revenue

  $ 262,965     $ 87,655     $ 350,620  

Terminal Revenue

    16,708             16,708  

Freight Revenue

    2,890       964       3,854  

Miscellaneous Other Income

    (7,844 )     20,038       12,194  

Gain (Loss) on Sale of Assets

    943       (10 )     933  

Total Revenue and Other Income

    275,662       108,647       384,309  

Costs and Expenses:

                       

Operating and Other Costs

    194,580       58,868       253,448  

Depreciation, Depletion and Amortization

    34,815       11,336       46,151  

Freight Expense

    2,890       964       3,854  

Selling, General and Administrative Costs

    13,335       2,953       16,288  

Loss on Debt Extinguishment

    1,500             1,500  

Interest Expense, net

    14,489       1,557       16,046  

Total Costs and Expenses

    261,609       75,678       337,287  

Earnings Before Income Tax

    14,053       32,969       47,022  

Income Tax Benefit

    (1,808 )           (1,808 )

Net Income

    15,861       32,969       48,830  

Less: Net Income Attributable to Noncontrolling Interest

    5,550             5,550  

Net Income Attributable to CONSOL Energy Inc. Shareholders

  $ 10,311     $ 32,969     $ 43,280  

 

28

 

Balance Sheet at December 31, 2019:

                       
                         
   

Company and

                 
   

Restricted

   

Unrestricted

         
   

Subsidiaries

   

Subsidiaries

   

Consolidated

 

ASSETS

                       

Current Assets:

                       

Cash and Cash Equivalents

  $ 79,717     $ 576     $ 80,293  

Accounts and Notes Receivable

                       

Trade Receivables, net

          131,688       131,688  

Other Receivables, net

    39,412       1,572       40,984  

Inventories

    41,478       12,653       54,131  

Prepaid Expenses and Other Assets

    25,181       5,752       30,933  

Total Current Assets

    185,788       152,241       338,029  

Property, Plant and Equipment:

                       

Property, Plant and Equipment

    4,023,282       984,898       5,008,180  

Less-Accumulated Depreciation, Depletion and Amortization

    2,344,777       571,238       2,916,015  

Total Property, Plant and Equipment - Net

    1,678,505       413,660       2,092,165  

Other Assets:

                       

Deferred Income Taxes

    103,505             103,505  

Right of Use Asset - Operating Leases

    56,937       15,695       72,632  

Other, net

    74,015       13,456       87,471  

Total Other Assets

    234,457       29,151       263,608  

TOTAL ASSETS

  $ 2,098,750     $ 595,052     $ 2,693,802  

LIABILITIES AND EQUITY

                       

Current Liabilities:

                       

Accounts Payable

  $ 79,140     $ 27,083     $ 106,223  

Accounts (Recoverable) Payable - Related Parties

    (1,419 )     1,419        

Current Portion of Long-Term Debt

    45,020       5,252       50,272  

Other Accrued Liabilities

    196,314       39,455       235,769  

Total Current Liabilities

    319,055       73,209       392,264  

Long-Term Debt:

                       
Long-Term Debt, Related Party     (148,156 )     148,156        

Long-Term Debt

    653,802             653,802  

Finance Lease Obligations

    7,391       1,645       9,036  

Total Long-Term Debt

    513,037       149,801       662,838  

Deferred Credits and Other Liabilities:

                       

Postretirement Benefits Other Than Pensions

    432,496             432,496  

Pneumoconiosis Benefits

    196,114       6,028       202,142  

Asset Retirement Obligations

    239,410       10,801       250,211  

Workers' Compensation

    57,583       3,611       61,194  

Salary Retirement

    49,930             49,930  

Operating Lease Liability

    43,906       11,507       55,413  

Other

    14,134       785       14,919  

Total Deferred Credits and Other Liabilities

    1,033,573       32,732       1,066,305  

TOTAL LIABILITIES

    1,865,665       255,742       2,121,407  

Total CONSOL Energy Inc. Stockholders’ Equity

    95,889       339,310       435,199  

Noncontrolling Interest

    137,196             137,196  

TOTAL LIABILITIES AND EQUITY

  $ 2,098,750     $ 595,052     $ 2,693,802  

 

 

29

 

Income Statement for the Six Months Ended June 30, 2020 (unaudited):

 

   

Company and

                 
   

Restricted

   

Unrestricted

         
   

Subsidiaries

   

Subsidiaries

   

Consolidated

 

Revenue and Other Income:

                       

Coal Revenue

  $ 268,395     $ 89,370     $ 357,765  

Terminal Revenue

    32,399             32,399  

Freight Revenue

    4,674       1,558       6,232  

Miscellaneous Other Income

    20,665       29,441       50,106  

Gain on Sale of Assets

    7,315             7,315  

Total Revenue and Other Income

    333,448       120,369       453,817  

Costs and Expenses:

                       

Operating and Other Costs

    254,917       73,764       328,681  

Depreciation, Depletion and Amortization

    77,650       23,448       101,098  

Freight Expense

    4,674       1,558       6,232  

Selling, General and Administrative Costs

    22,203       6,406       28,609  

Gain on Debt Extinguishment

    (16,833 )           (16,833 )

Interest Expense, net

    25,984       4,409       30,393  

Total Costs and Expenses

    368,595       109,585       478,180  

(Loss) Earnings Before Income Tax

    (35,147 )     10,784       (24,363 )

Income Tax Benefit

    (5,775 )           (5,775 )

Net (Loss) Income

    (29,372 )     10,784       (18,588 )

Less: Net Loss Attributable to Noncontrolling Interest

    (2,972 )           (2,972 )

Net (Loss) Income Attributable to CONSOL Energy Inc. Shareholders

  $ (26,400 )   $ 10,784     $ (15,616 )

 

 

Income Statement for the Six Months Ended June 30, 2019 (unaudited):

 

   

Company and

                 
   

Restricted

   

Unrestricted

         
   

Subsidiaries

   

Subsidiaries

   

Consolidated

 

Revenue and Other Income:

                       

Coal Revenue

  $ 512,342     $ 170,781     $ 683,123  

Terminal Revenue

    34,526             34,526  

Freight Revenue

    7,887       2,629       10,516  

Miscellaneous Other Income

    4,137       21,349       25,486  

Gain (Loss) on Sale of Assets

    1,277       (5 )     1,272  

Total Revenue and Other Income

    560,169       194,754       754,923  

Costs and Expenses:

                       

Operating and Other Costs

    372,184       111,377       483,561  

Depreciation, Depletion and Amortization

    74,322       22,553       96,875  

Freight Expense

    7,887       2,629       10,516  

Selling, General and Administrative Costs

    30,698       7,513       38,211  

Loss on Debt Extinguishment

    24,643             24,643  

Interest Expense, net

    31,734       2,908       34,642  

Total Costs and Expenses

    541,468       146,980       688,448  

Earnings Before Income Tax

    18,701       47,774       66,475  

Income Tax Benefit

    (2,658 )           (2,658 )

Net Income

    21,359       47,774       69,133  

Less: Net Income Attributable to Noncontrolling Interest

    11,418             11,418  

Net Income Attributable to CONSOL Energy Inc. Shareholders

  $ 9,941     $ 47,774     $ 57,715  

 

30

 

 

NOTE 17—RELATED PARTY TRANSACTIONS:

 

Transactions with the Company's Former Parent (2017)

 

Transition Services Agreements

 

The Company entered into a transition services agreement (“TSA”) and certain other agreements in connection with the separation and distribution agreement with its former parent to cover certain continued corporate services provided by the Company and its former parent to each other following the completion of the separation and distribution. In connection with the separation and distribution, the Company began to set up its own corporate functions, and pursuant to the TSA, the Company's former parent provided various corporate support services, including certain accounting, human resources, information technology, office and building, risk, security, tax and treasury, building security and tax services, as well as certain regulatory compliance services required during the period in which the Company remained a majority-owned subsidiary of its former parent. The TSA expired in February 2019. The charges associated with these services were not material during the three and six months ended June 30, 2019, and were consistent with expenses that the Company's former parent had historically allocated or incurred with respect to such services.

 

Former Parent Receivables and Payables

 

The Company had a receivable from its former parent of $6,791 at December 31, 2019, which was recorded in Other Receivables on the Consolidated Balance Sheets. The balance of this receivable was collected during the six months ended June 30, 2020. This receivable relates to reimbursements per the terms of the separation and distribution agreement.

 

CONSOL Coal Resources LP

 

CONSOL Energy, certain of its subsidiaries and the Partnership are party to an Omnibus Agreement, dated September 30, 2016, as amended on November 28, 2017 (the “Omnibus Agreement”). Under the Omnibus Agreement, CONSOL Energy provides the Partnership with certain services in exchange for payments by the Partnership for those services.

 

On November 28, 2017, the Company entered into an Affiliated Company Credit Agreement with the Partnership and certain of its subsidiaries (the Partnership Credit Parties), as amended on June 5, 2020 (as amended, the “Affiliated Company Credit Agreement”), under which the Company provides as lender a revolving credit facility in an aggregate principal amount of up to $275 million to the Partnership Credit Parties. In connection with the completion of the separation, the Partnership drew an initial $201 million, the net proceeds of which were used to repay outstanding amounts under CCR's $400 million senior secured revolving credit facility with certain lenders and PNC Bank, National Association, as administrative agent (the “Original CCR Credit Facility”), to provide working capital for the Partnership following the separation and for other general corporate purposes. The Original CCR Credit Facility was then terminated.

 

On June 5, 2020, the Company amended the Affiliated Company Credit Agreement to provide eight quarters of financial covenant relaxation, effected a 50 basis points increase in the rate at which borrowings under the Affiliated Company Credit Agreement bear interest, and added additional conditions to be met for the covenants relating to general investments, investments in unrestricted subsidiaries, and distributions to equity holders of the Partnership. The Affiliated Company Credit Agreement has a maturity date of December 28, 2024. Interest accrues at a rate ranging from 4.25% to 5.25%, subject to the Partnership's net leverage ratio. For the three months ended June 30, 2020 and 2019, $2,163 and $1,971 of interest was incurred under the Affiliated Company Credit Agreement, respectively. For the six months ended June 30, 2020 and 2019, $4,277 and $3,766 of interest was incurred under the Affiliated Company Credit Agreement, respectively. The collateral obligations under the Affiliated Company Credit Agreement generally mirror the Original CCR Credit Facility, as does the list of entities that will act as guarantors thereunder. The Affiliated Company Credit Agreement is subject to financial covenants relating to a maximum first lien gross leverage ratio and a maximum total net leverage ratio, which will be calculated on a consolidated basis for the Partnership and its restricted subsidiaries at the end of each fiscal quarter. The Partnership was in compliance with each of these financial covenants at June 30, 2020. The Affiliated Company Credit Agreement also contains a number of customary affirmative covenants and negative covenants, including limitations on the ability of the Partnership to incur additional indebtedness, grant liens, and make investments, acquisitions, dispositions, restricted payments, and prepayments of junior indebtedness (subject to certain limited exceptions).

 

CCR is a party to a number of other agreements with CONSOL Energy, or its subsidiaries, that are described in detail in the section titled “Agreements with Affiliates” in Item 13 of CCR’s Form 10-K filed on February 14, 2020.

 

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 CCR subordinated units were satisfied. As a result, all 11,611,067 of the CCR subordinated units owned entirely by CONSOL Energy Inc. were converted into CCR 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 CCR's outstanding units representing limited partner interests.

 

31

 

Charges for services from the Company to CCR include the following:

 

  

For the Three Months Ended June 30,

  

For the Six Months Ended June 30,

 
  

2020

  

2019

  

2020

  

2019

 

Operating and Other Costs

 $856  $767  $1,709  $1,530 

Selling, General and Administrative Costs

  1,864   1,974   4,657   5,030 

Total Services from CONSOL Energy

 $2,720  $2,741  $6,366  $6,560 

 

Operating and Other Costs include pension service costs and insurance expenses. Selling, General and Administrative Costs include charges for incentive compensation, an annual administrative support fee and reimbursement for the provision of certain management and operating services provided by the Company.

 

At June 30, 2020 and December 31, 2019, CCR had a net payable to the Company in the amount of $4,731 and $1,419, respectively. This payable includes reimbursements for business expenses, executive fees, stock-based compensation and other items under the Omnibus Agreement.

 

In May 2019, CONSOL Energy Inc.'s Board of Directors approved an expansion of the stock, unit and debt repurchase program (see Note 18 - Stock, Unit and Debt Repurchases). The program expansion allows the Company to use up to $50 million of the program to purchase CCR's outstanding common units in the open market. None of the Partnership's common units were purchased under this program during the three and six months ended June 30, 2020. During the three and six months ended June 30, 20196,884 of the Partnership's common units were purchased under this program at an average price of $17.35 per unit. 

 

 

NOTE 18—STOCK, UNIT AND DEBT REPURCHASES:

 

In December 2017, CONSOL Energy’s Board of Directors approved a program to repurchase, from time to time, the Company’s outstanding shares of common stock or its 11.00% Senior Secured Second Lien Notes due 2025, in an aggregate amount of up to $50 million through the period ending June 30, 2019. The program was subsequently amended by CONSOL Energy’s Board of Directors in July 2018 to allow up to $100 million of repurchases of the Company’s common stock or its 11.00% Senior Secured Second Lien Notes due 2025, subject to certain limitations in the Company’s current credit agreement and the TMA. The Company’s Board of Directors also authorized the Company to use up to $25 million of the program to purchase CONSOL Coal Resources LP’s outstanding common units in the open market. In May 2019, CONSOL Energy's Board of Directors approved an expansion of the program in the amount of $75 million, bringing the aggregate limit of the program to $175 million. The May 2019 expansion also increased the aggregate limit of the amount of CCR's common units that can be purchased under the program to $50 million, which is consistent with the Company's credit facility covenants that prohibit the Company from using more than $50 million for the purchase of CCR's outstanding common units. The Company's Board of Directors also approved extending the termination date of the program from June 30, 2019 to June 30, 2020. In July 2019, CONSOL Energy's Board of Directors approved an expansion of the program in the amount of $25 million, bringing the aggregate limit of the Company's stock, unit and debt repurchase program to $200 million. In May 2020, CONSOL Energy's Board of Directors approved an expansion of the program in the amount of $70 million, bringing the aggregate limit of the Company's stock, unit and debt repurchase program to $270 million. The Company's Board of Directors also approved extending the termination date of the program from June 30, 2020 to June 30, 2022.

 

Under the terms of the program, CONSOL Energy is permitted to make repurchases in the open market, in privately negotiated transactions, accelerated repurchase programs or in structured share repurchase programs. CONSOL Energy is also authorized to enter into one or more 10b5-1 plans with respect to any of the repurchases. Any repurchases of common stock, notes or units are to be funded from available cash on hand or short-term borrowings. The program does not obligate CONSOL Energy to acquire any particular amount of its common stock, notes or units, and can be modified or suspended at any time at the Company’s discretion. The program is conducted in compliance with applicable legal requirements and within the limits imposed by any credit agreement, receivables purchase agreement, indenture, or the TMA, and is subject to market conditions and other factors.

 

During the six months ended June 30, 2020 and 2019, the Company repurchased approximately $43,176 and $19,320 of its 11.00% Senior Secured Second Lien Notes due 2025, respectively. No common shares were repurchased and no common Partnership units were purchased under this program during the six months ended June 30, 2020. During the six months ended June 30, 2019, the Company repurchased and retired 351,443 shares of the Company's common stock at an average price of $27.18 per share, and 6,884 of the Partnership's common units were purchased at an average price of $17.35 per unit.

 

32

 

 

 

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

OF OPERATIONS

 

You should read the following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) in conjunction with the Consolidated Financial Statements and corresponding notes included elsewhere in this Form 10-Q. In addition, this Form 10-Q report should be read in conjunction with the Consolidated Financial Statements for the three-year period ended December 31, 2019 included in CONSOL Energy Inc.'s Form 10-K, filed on February 14, 2020. This MD&A contains forward-looking statements and the matters discussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those projected or implied in the forward-looking statements. Please see “Risk Factors” and “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

 

All amounts discussed are in millions of U.S. dollars, unless otherwise indicated.

 

COVID-19 Update

 

The Company is monitoring the impact of the COVID-19 pandemic (“COVID-19”) and has taken, and will continue to take, steps to mitigate the potential risks and impact on the Company and its employees. The health and safety of our employees is paramount.  In response to two employees testing positive for COVID-19, the Company temporarily curtailed production at the Bailey Mine for two weeks at the end of March. Second quarter production began at Bailey on April 13, 2020. The Company continues to monitor the health and safety of its employees closely in order to limit potential risks to our employees, contractors, family members and the community.

 

We are considered a critical infrastructure company by the U.S. Department of Homeland Security. As a result, we were exempt from Pennsylvania Governor Tom Wolf's executive order, issued in March 2020, closing all businesses that are not life sustaining. The unprecedented decline in coal demand that began in the first quarter continued through the second quarter of 2020 and into the third quarter of 2020, driven by widespread government-imposed lockdowns caused by COVID-19. In response to the decline in demand for our coal as a result of COVID-19, we announced on April 14, 2020 that we temporarily idled production at the Enlow Fork Mine. We also temporarily idled production at the Bailey Mine on May 2, 2020. Limited production began again at the Bailey Mine on June 8, 2020. This decline in coal demand has negatively impacted our operational, sales and financial performances year-to-date and we expect that this negative impact will continue as the pandemic continues.

 

While some government-imposed shut-downs of non-essential businesses in the United States and abroad have been phased out, there is a possibility that such shut-downs may be re-imposed after being lifted if COVID-19 experiences a resurgence. We expect that depressed domestic and international demand for our coal will continue for so long as there are widespread, government-imposed shut-downs of business activity. Depressed demand for our coal may also result from a general recession or reduction in overall business activity caused by COVID-19. Additionally, some of our customers have already attempted, and may in the future attempt, to invoke force majeure or similar provisions in the contracts they have in place with us in order to avoid taking possession of and paying us for our coal that they are contractually obligated to purchase. Sustained decrease in demand for our coal and the failure of our customers to purchase coal from us that they are obligated to purchase pursuant to existing contracts would have a material adverse effect on our results of operations and financial condition. The extent to which COVID-19 may adversely impact our business depends on future developments, which are highly uncertain and unpredictable, including new information concerning the severity of the outbreak and the effectiveness of actions globally to contain or mitigate its effects. We expect this matter to negatively impact our results of operations, cash flows and financial condition. Due to the current level of uncertainty over the economic and operational impacts of COVID-19, the Company withdrew its previously announced operational and financial guidance for 2020 in the first quarter. The Company will continue to take steps it believes are appropriate to mitigate the impacts of COVID-19 on its operations, liquidity and financial condition.

 

Our Business

 

We are a leading, low-cost producer of high-quality bituminous coal, focused on the extraction and preparation of coal in the Appalachian Basin due to 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.

 

Coal from the PAMC is valued because of its high energy content (as measured in Btu per pound), relatively low levels of sulfur and other impurities, and strong thermoplastic properties that enable it to be used in metallurgical as well as thermal applications. We take advantage of these desirable quality characteristics and our extensive logistical network, which is directly served by both the Norfolk Southern and CSX railroads, to aggressively market our product to a broad base of strategically selected, top-performing power plant customers in the eastern United States. We also capitalize on the operational synergies afforded by the CONSOL Marine Terminal to export our coal to thermal and metallurgical end-users in Europe, Asia, South America, and Africa, as well as Canada.

 

33

 

Our operations, including the PAMC and the CONSOL Marine Terminal, have consistently generated strong cash flows. As of December 31, 2019, the PAMC controls 669.4 million tons of high-quality Pittsburgh seam reserves, enough to allow for approximately 23.5 years of full-capacity production. In addition, we own or control approximately 1.5 billion tons of Greenfield Reserves located in the Northern Appalachian (“NAPP”), the Central Appalachian (“CAPP”) and the Illinois Basins (“ILB”), which we believe provide future growth and monetization opportunities. Our vision is to maximize cash flow generation through the safe, compliant, and efficient operation of this core asset base, while strategically reducing debt, returning capital through share buybacks or dividends, and, when prudent, allocating capital toward compelling growth opportunities.

 

Our core businesses consist of our:

 

 

Pennsylvania Mining Complex: The PAMC, which includes the Bailey Mine, the Enlow Fork Mine, the Harvey Mine and the Central Preparation Plant, has extensive high-quality coal reserves. We mine our reserves from the Pittsburgh No. 8 Coal Seam, which is a large contiguous formation of high-Btu coal that is ideal for high productivity, low-cost longwall operations. The design of the PAMC is optimized to produce large quantities of coal on a cost-efficient basis. We are able to sustain high production volumes at comparatively low operating costs due to, among other things, our technologically advanced longwall mining systems, logistics infrastructure and safety. All of the PAMC mines utilize longwall mining, which is a highly automated underground mining technique that produces large volumes of coal at lower costs compared to other underground mining methods. We own a 75% undivided interest in the PAMC, and the remaining 25% is owned by CCR, as discussed below.

 

CCR Ownership: CONSOL Energy owns, directly or indirectly, through CCR's general partner, 61.4% of the partnership, which is comprised of a 1.7% general partner interest and a 59.7% limited partner interest. At June 30, 2020, CCR's assets included a 25% undivided interest in, and full operational control over, the PAMC.

 

CONSOL Marine Terminal: Through our subsidiary CONSOL Marine Terminals LLC, we provide coal export terminal services through the Port of Baltimore. The terminal can either store coal or load coal directly into vessels from rail cars. It is also the only major east coast United States coal terminal served by two railroads, Norfolk Southern Corporation and CSX Transportation Inc.

 

Itmann Mine: Construction of the Itmann Mine, located in Wyoming County, West Virginia, began in the second half of 2019 and development mining began in April 2020. Full production from the mine is expected upon completion of a new preparation plant, and the pace of construction is dependent upon conditions in the coal sales market. When fully operational, the Company anticipates approximately 900 thousand tons per year of high-quality, low-vol coking coal capacity.

 

Greenfield Reserves: We own approximately 1.5 billion tons of high-quality, undeveloped coal reserves located in NAPP, CAPP and the ILB.

 

These low-cost assets and the diverse markets they serve provide us opportunities to generate cash across a wide variety of demand and pricing scenarios. The three mines at the PAMC, which include the Bailey, Enlow Fork and Harvey mines, produce coal from the Pittsburgh No. 8 Coal Seam using longwall mining, a highly automated underground mining technique that produces large volumes of coal at lower costs compared to alternative mining methods. These three mines collectively operate five longwalls, and the production from all three mines is processed at a single, centralized preparation plant, which is connected via conveyor belts to each mine. The Central Preparation Plant, which can clean and process up to 8,200 raw tons of coal per hour, provides economies of scale while also maintaining the ability to segregate and blend coal based on quality. This infrastructure enables us to tailor our production levels and quality specifications to meet market demands. It also results in a highly productive, low-cost operation as compared to other NAPP coal mines. In 2019, the PAMC operated three of the top four most productive longwall mines in NAPP. For the year ending December 31, 2019, productivity averaged 7.10 tons of coal per employee hour, compared with an average of 5.28 tons per employee hour for all other currently-operating NAPP longwalls. Our high productivity helps drive a low-cost structure. Our efficiency strengthens our margins throughout the commodity cycle, and has allowed us to continue to generate positive margins even in challenging pricing environments.

 

Coal from the PAMC is versatile in that it can be sold either domestically or abroad, in the thermal coal market or as a crossover product in the high-volatile metallurgical coal market. We have a well-established and diverse customer base, comprised primarily of domestic electric-power-producing companies located in the eastern United States. While we are fully contracted for 2020 and approximately 49% contracted for 2021 assuming a 26 million ton production run rate, we face significant uncertainties given the ongoing economic slowdown due to the COVID-19 pandemic-related shutdowns. Similar to the first half of 2020, we will continue to collaborate with our customers to manage the contractual obligations we both have, which could result in some additional 2020 contracted volumes being bought out or deferred. 

 

34

 

Q2 2020 Highlights:

 

  Contract buyout revenue of $30.1 million
 

Successfully negotiated an amendment to the Company's credit agreement, which provides eight quarters of covenant relaxation

  Total liquidity of $346 million at the end of Q2 2020
 

No borrowings on revolving credit facility; and

  Operating protocols in place for COVID-19-related response, focused on enhanced sanitation and mitigating the risk of spread

 

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; and (iv) average cash margin per ton, an operating ratio derived from non-GAAP financial measures.

 

Cost of coal sold, cash cost of coal sold, and average cash margin per ton 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;

 

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, 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 an aggregate basis. We define cost of coal sold as operating and other production costs related to produced tons sold, along with changes in coal inventory, both in volumes and carrying values. The cost of coal sold includes items such as direct operating costs, royalty and production taxes, direct administration costs, 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 cash cost of coal sold includes cost of coal sold less depreciation, depletion and amortization costs on production assets. The GAAP measure most directly comparable to cost of coal sold and cash cost of coal sold is total costs and expenses.

 

35

 

The following table presents a reconciliation of cost of coal sold and cash cost of coal sold to total costs and expenses, the most directly comparable GAAP financial measure, on a historical basis, for each of the periods indicated (in thousands).

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2020

   

2019

   

2020

   

2019

 

Total Costs and Expenses

  $ 191,307     $ 337,287     $ 478,180     $ 688,448  

Freight Expense

    (3,085 )     (3,854 )     (6,232 )     (10,516 )

Selling, General and Administrative Costs

    (10,939 )     (16,288 )     (28,609 )     (38,211 )

(Loss) Gain on Debt Extinguishment

          (1,500 )     16,833       (24,643 )

Interest Expense, net

    (14,722 )     (16,046 )     (30,393 )     (34,642 )

Other Costs (Non-Production)

    (56,831 )     (23,277 )     (77,713 )     (54,070 )

Depreciation, Depletion and Amortization (Non-Production)

    (16,521 )     (2,841 )     (25,884 )     (11,006 )

Cost of Coal Sold

  $ 89,209     $ 273,481     $ 326,182     $ 515,360  

Depreciation, Depletion and Amortization (Production)

    (29,634 )     (43,310 )     (75,214 )     (85,869 )

Cash Cost of Coal Sold

  $ 59,575     $ 230,171     $ 250,968     $ 429,491  

 

We define average cash margin per ton sold 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 June 30,

   

Six Months Ended June 30,

 
   

2020

   

2019

   

2020

   

2019

 

Total Coal Revenue (PAMC Segment)

  $ 102,026     $ 350,620     $ 357,478     $ 683,123  

Operating and Other Costs

    116,406       253,448       328,681       483,561  

Less: Other Costs (Non-Production)

    (56,831 )     (23,277 )     (77,713 )     (54,070 )

Total Cash Cost of Coal Sold

    59,575       230,171       250,968       429,491  

Add: Depreciation, Depletion and Amortization

    46,155       46,151       101,098       96,875  

Less: Depreciation, Depletion and Amortization (Non-Production)

    (16,521 )     (2,841 )     (25,884 )     (11,006 )

Total Cost of Coal Sold

  $ 89,209     $ 273,481     $ 326,182     $ 515,360  

Total Tons Sold (in millions)

    2.3       7.4       8.2       14.1  

Average Revenue per Ton Sold

  $ 43.82     $ 47.53     $ 43.34     $ 48.41  

Average Cash Cost of Coal Sold per Ton

    25.90       31.07       30.55       30.42  

Depreciation, Depletion and Amortization Costs per Ton Sold

    12.42       6.00       9.00       6.10  

Average Cost of Coal Sold per Ton

    38.32       37.07       39.55       36.52  

Average Margin per Ton Sold

    5.50       10.46       3.79       11.89  

Add: Depreciation, Depletion and Amortization Costs per Ton Sold

    12.42       6.00       9.00       6.10  

Average Cash Margin per Ton Sold

  $ 17.92     $ 16.46     $ 12.79     $ 17.99  

 

36

 

Results of Operations

 

Three Months Ended June 30, 2020 Compared with the Three Months Ended June 30, 2019

 

Net (Loss) Income Attributable to CONSOL Energy Inc. Shareholders

 

CONSOL Energy reported a net loss attributable to CONSOL Energy Inc. shareholders of $18 million for the three months ended June 30, 2020, compared to net income attributable to CONSOL Energy Inc. shareholders of $43 million for the three months ended June 30, 2019.

 

CONSOL Energy consists of the Pennsylvania Mining Complex, as well as various corporate and other business activities that are not allocated to the PAMC. The other business activities include the CONSOL Marine Terminal, development of the Itmann Mine, the Greenfield Reserves, closed and idle mine activities, selling, general and administrative activities, interest expense and income taxes, as well as various other non-operated activities.

 

PAMC ANALYSIS:

 

The PAMC division's principal activities consist of mining, preparation and marketing of thermal coal, sold primarily to power generators. The division also includes selling, general and administrative costs, as well as various other activities assigned to the PAMC division, but not included in the cost components on a per unit basis.

 

The PAMC division had a loss before income tax of $22 million for the three months ended June 30, 2020, compared to earnings before income tax of $62 million for the three months ended June 30, 2019. Variances are discussed below.

 

   

For the Three Months Ended

 
   

June 30,

 

(in millions)

 

2020

   

2019

   

Variance

 

Revenue:

                       

Coal Revenue

  $ 102     $ 351     $ (249 )

Freight Revenue

    3       4       (1 )

Miscellaneous Other Income

    30       4       26  

Total Revenue and Other Income

    135       359       (224 )

Cost of Coal Sold:

                       

Operating Costs

    59       230       (171 )

Depreciation, Depletion and Amortization

    30       43       (13 )

Total Cost of Coal Sold

    89       273       (184 )

Other Costs:

                       

Other Costs

    39       3       36  

Depreciation, Depletion and Amortization

    17       2       15  

Total Other Costs

    56       5       51  

Freight Expense

    3       4       (1 )

Selling, General and Administrative Costs

    8       15       (7 )
Interest Expense, net     1             1  

Total Costs and Expenses

    157       297       (140 )

(Loss) Earnings Before Income Tax

  $ (22 )   $ 62     $ (84 )

 

37

 

Coal Production

 

The table below presents total tons produced (in thousands) from the Pennsylvania Mining Complex for the periods indicated:

 

   

For the Three Months Ended June 30,

 

Mine

 

2020

   

2019

   

Variance

 

Bailey

    1,007       3,227       (2,220 )

Enlow Fork

    243       2,461       (2,218 )

Harvey

    1,136       1,536       (400 )

Total

    2,386       7,224       (4,838 )

 

Coal production was 2.4 million tons for the three months ended June 30, 2020, compared to 7.2 million tons for the three months ended June 30, 2019. The PAMC division's coal production decreased primarily due to the temporary idling of longwalls at the Bailey and Enlow Fork mines in response to a decline in global demand due to the COVID-19 pandemic. The widespread global shut-downs significantly reduced electricity consumption and, therefore, demand for the Company's coal.

 

Coal Operations

 

The PAMC division's coal revenue and cost components on a per unit basis for the three months ended June 30, 2020 and 2019 are detailed in the table below. The PAMC division's operations also include various costs such as selling, general and administrative, freight and other costs not included in the unit cost analysis because these costs are not directly associated with coal production.

 

   

For the Three Months Ended June 30,

 
   

2020

   

2019

   

Variance

 

Total Tons Sold (in millions)

    2.3       7.4       (5.1 )

Average Revenue per Ton Sold

  $ 43.82     $ 47.53     $ (3.71 )
                         

Average Cash Cost of Coal Sold per Ton (1)

  $ 25.90     $ 31.07     $ (5.17 )

Depreciation, Depletion and Amortization Costs per Ton Sold (Non-Cash Cost)

    12.42       6.00       6.42  

Average Cost of Coal Sold per Ton (1)

  $ 38.32     $ 37.07     $ 1.25  

Average Margin per Ton Sold

  $ 5.50     $ 10.46     $ (4.96 )

Add: Depreciation, Depletion and Amortization Costs per Ton Sold

    12.42       6.00       6.42  

Average Cash Margin per Ton Sold (1)

  $ 17.92     $ 16.46     $ 1.46  

 

(1) Average cash cost of coal sold per ton and average cost of coal sold per ton are non-GAAP measures and average cash margin per ton sold 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.

 

Coal Revenue

 

Coal revenue was $102 million for the three months ended June 30, 2020, compared to $351 million for the three months ended June 30, 2019. Total tons sold decreased in the period-to-period comparison in response to weakened customer demand due to the COVID-19 pandemic and, in response, the widespread government-imposed shut-downs, which have significantly reduced electricity consumption and, therefore, demand for the Company's coal. The decrease in customer demand and the overall decline in power markets resulted in lower pricing received on the Company's sales contracts.

 

Freight Revenue and Freight Expense

 

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 to which the Company contractually provides transportation services. Freight revenue is completely offset by freight expense. Freight revenue and freight expense were both $3 million for the three months ended June 30, 2020, compared to $4 million for the three months ended June 30, 2019. The $1 million decrease was due to decreased shipments to customers where the Company was contractually obligated to provide transportation services.

 

38

 

Miscellaneous Other Income

 

Miscellaneous other income was $30 million for the three months ended June 30, 2020, compared to $4 million for the three months ended June 30, 2019. The $26 million increase was primarily the result of additional customer contract buyouts in the three months ended June 30, 2020, offset, in part, by a decrease in sales of externally purchased coal to blend and resell. These partial contract buyouts involved negotiations to reduce coal quantities of several customer contracts in exchange for payment of certain fees to the Company, and do not impact forward contract terms.

 

Cost of Coal Sold

 

Cost of coal sold is comprised of operating costs related to produced tons sold, along with changes in both the volumes and carrying values of coal inventory. The costs of coal sold include items such as direct operating costs, royalties and production taxes, direct administration costs and depreciation, depletion, and amortization costs on production assets. Total cost of coal sold was $89 million for the three months ended June 30, 2020, or $184 million lower than the $273 million for the three months ended June 30, 2019. Average cost of coal sold per ton was $38.32 for the three months ended June 30, 2020, compared to $37.07 for the three months ended June 30, 2019. The decrease in the total cost of coal sold was primarily driven by decreased production activity during the three months ended June 30, 2020, mainly in response to weakened commodity markets. On a per unit basis, the decreased production resulted in an overall increase in the average cost of coal sold per ton.

 

Other Costs

 

Other costs include items that are assigned to the PAMC division but are not included in unit costs, such as idle mine costs, coal reserve holding costs and purchased coal costs. Total other costs increased $51 million in the three months ended June 30, 2020 compared to the three months ended June 30, 2019. The increase was primarily attributable to $46 million in costs related to the temporary idling of longwalls at the Bailey and Enlow Fork mines during the three months ended June 30, 2020 due to the COVID-19 pandemic and, in response, the widespread government-imposed shutdowns, which have significantly reduced electricity consumption and, therefore, demand for the Company's coal.

 

Selling, General, and Administrative Costs

 

The amount of selling, general and administrative costs related to the PAMC division was $8 million for the three months ended June 30, 2020, compared to $15 million for the three months ended June 30, 2019. The $7 million decrease in the period-to-period comparison was primarily related to several initiatives launched by management to reduce costs, including compensation reductions, curtailment of discretionary expenses and headcount management.

 

Interest Expense, net

 

Interest expense, net of amounts capitalized, primarily relates to obligations under various finance leases entered into during the three months ended June 30, 2020. No such transactions occurred during the three months ended June 30, 2019.

 

39

 

OTHER ANALYSIS:

 

The other division includes revenue and expenses from various corporate and diversified business activities that are not allocated to the PAMC division. The diversified business activities include the CONSOL Marine Terminal, development of the Itmann Mine, the Greenfield Reserves, closed and idle mine activities, selling, general and administrative activities, interest expense and income taxes, as well as various other non-operated activities.

 

Other business activities had a loss before income tax of $7 million for the three months ended June 30, 2020, compared to a loss before income tax of $15 million for the three months ended June 30, 2019. Variances are discussed below.

 

   

For the Three Months Ended

 
   

June 30,

 

(in millions)

 

2020

   

2019

   

Variance

 

Revenue:

                       

Terminal Revenue

  $ 16     $ 17     $ (1 )
Miscellaneous Other Income     4       8       (4 )

Gain on Sale of Assets

    7       1       6  

Total Revenue and Other Income

    27       26       1  

Other Costs and Expenses:

                       

Operating and Other Costs

    18       21       (3 )

Depreciation, Depletion and Amortization

    (1 )     1       (2 )

Selling, General and Administrative Costs

    3       1       2  

Loss on Debt Extinguishment

          2       (2 )

Interest Expense, net

    14       16       (2 )

Total Other Costs and Expenses

    34       41       (7 )

Loss Before Income Tax

  $ (7 )   $ (15 )   $ 8  

 

Terminal Revenue

 

Terminal revenue consists of sales from the CONSOL Marine Terminal, which is located in the Port of Baltimore, Maryland and provides access to international coal markets. CONSOL Marine Terminal revenue was $16 million for the three months ended June 30, 2020, compared to $17 million for the three months ended June 30, 2019. The $1 million decrease in the period-to-period comparison was primarily attributable to a decrease in revenues associated with throughput tons and services not covered by the Company's take-or-pay contract.

 

Miscellaneous Other Income 

 

Miscellaneous other income was $4 million for the three months ended June 30, 2020, compared to $8 million for the three months ended June 30, 2019. The change is due to the following items:

 

   

For the Three Months Ended June 30,

 

(in millions)

 

2020

   

2019

   

Variance

 

Royalty Income - Non-Operated Coal

  $ 3     $ 6     $ (3 )

Interest Income

          1       (1 )

Rental Income

          1       (1 )
Other Income     1             1  

Total Miscellaneous Other Income

  $ 4     $ 8     $ (4 )

 

40

 

Gain on Sale of Assets

 

Gain on sale of assets increased $6 million in the period-to-period comparison primarily due to the sale of various gas wells and the related equipment during the three months ended June 30, 2020.

 

Operating and Other Costs

 

Operating and other costs were $18 million for the three months ended June 30, 2020, compared to $21 million for the three months ended June 30, 2019. Operating and other costs decreased in the period-to-period comparison due to the following items:

 

   

For the Three Months Ended June 30,

 

(in millions)

 

2020

   

2019

   

Variance

 

Terminal Operating Costs

  $ 4     $ 5     $ (1 )

Employee-Related Legacy Liability Expense

    6       9       (3 )

Coal Reserve Holding Costs

    1             1  
Lease Rental Expense           2       (2 )

Closed and Idle Mines

    1       1        

Other

    6       4       2  

Total Operating and Other Costs

  $ 18     $ 21     $ (3 )

 

Depreciation, Depletion and Amortization

 

Depreciation, depletion and amortization decreased $2 million in the period-to-period comparison due to current quarter adjustments to the Company's asset retirement obligations based on current projected cash outflows.

 

Selling, General and Administrative Costs

 

Selling, general and administrative costs are allocated to the Company's Other division based on a percentage of total revenue, a percentage of total projected capital expenditures and a percentage of resources utilized. The increase of $2 million is a result of increases in the portion of selling, general and administrative expenses allocated to the Other division due to increased activity in the most recent quarter at the Itmann Mine and other business development activities, such as coal-to-products development.

 

Loss on Debt Extinguishment

 

Loss on debt extinguishment of $2 million was recognized in the three months ended June 30, 2019 due to the open market repurchases of the Company's 11.00% Senior Secured Second Lien Notes due 2025. No such repurchases were made in the three months ended June 30, 2020.

 

Interest Expense, net

 

Interest expense, net of amounts capitalized, is comprised of interest on the Company's Senior Secured Credit Facilities, the 11.00% Senior Secured Second Lien Notes due 2025 and the 5.75% MEDCO Revenue Bonds. Interest expense, net of amounts capitalized, decreased $2 million in the period-to-period comparison, primarily related to repurchases of the Company's 11.00% Senior Secured Second Lien Notes due 2025 during the three months ended June 30, 2019, totaling approximately $12 million (see Note 18 - Stock, Unit and Debt Repurchases in the Notes to the Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information).

 

41

 

Six Months Ended June 30, 2020 Compared with the Six Months Ended June 30, 2019

 

Net (Loss) Income Attributable to CONSOL Energy Inc. Shareholders

 

CONSOL Energy reported a net loss attributable to CONSOL Energy Inc. shareholders of $16 million for the six months ended June 30, 2020, compared to net income attributable to CONSOL Energy Inc. shareholders of $58 million for the six months ended June 30, 2019.

 

CONSOL Energy consists of the Pennsylvania Mining Complex, as well as various corporate and other business activities that are not allocated to the PAMC. The other business activities include the CONSOL Marine Terminal, development of the Itmann Mine, the Greenfield Reserves, closed and idle mine activities, selling, general and administrative activities, interest expense and income taxes, as well as various other non-operated activities.

 

PAMC ANALYSIS:

 

The PAMC division's principal activities consist of mining, preparation and marketing of thermal coal, sold primarily to power generators. The division also includes selling, general and administrative costs, as well as various other activities assigned to the PAMC division, but not included in the cost components on a per unit basis.

 

The PAMC division had a loss before income tax of $11 million for the six months ended June 30, 2020, compared to earnings before income tax of $126 million for the six months ended June 30, 2019. Variances are discussed below.

 

   

For the Six Months Ended

 
   

June 30,

 

(in millions)

 

2020

   

2019

   

Variance

 

Revenue:

                       

Coal Revenue

  $ 358     $ 683     $ (325 )

Freight Revenue

    6       11       (5 )

Miscellaneous Other Income

    41       9       32  

Total Revenue and Other Income

    405       703       (298 )

Cost of Coal Sold:

                       

Operating Costs

    251       429       (178 )

Depreciation, Depletion and Amortization

    75       86       (11 )

Total Cost of Coal Sold

    326       515       (189 )

Other Costs:

                       

Other Costs

    40       11       29  

Depreciation, Depletion and Amortization

    20       4       16  

Total Other Costs

    60       15       45  

Freight Expense

    6       11       (5 )

Selling, General and Administrative Costs

    23       36       (13 )
Interest Expense, net     1             1  

Total Costs and Expenses

    416       577       (161 )

(Loss) Earnings Before Income Tax

  $ (11 )   $ 126     $ (137 )

 

42

 

Coal Production

 

The table below presents total tons produced (in thousands) from the Pennsylvania Mining Complex for the periods indicated:

 

   

For the Six Months Ended June 30,

 

Mine

 

2020

   

2019

   

Variance

 

Bailey

    3,811       6,173       (2,362 )

Enlow Fork

    2,618       5,292       (2,674 )

Harvey

    1,930       2,608       (678 )

Total

    8,359       14,073       (5,714 )

 

Coal production was 8.4 million tons for the six months ended June 30, 2020, compared to 14.1 million tons for the six months ended June 30, 2019. The PAMC division's coal production decreased primarily due to the temporary idling of longwalls at the Bailey and Enlow Fork mines. This was mainly in response to weakened customer demand as a result of a warmer than normal winter, followed by a decline in global demand due to the COVID-19 pandemic and, in response, the widespread government-imposed shut-downs, which have significantly reduced electricity consumption and, therefore, demand for the Company's coal.

 

Coal Operations

 

The PAMC division's coal revenue and cost components on a per unit basis for the six months ended June 30, 2020 and 2019 are detailed in the table below. The PAMC division's operations also include various costs such as selling, general and administrative, freight and other costs not included in the unit cost analysis because these costs are not directly associated with coal production.

 

   

For the Six Months Ended June 30,

 
   

2020

   

2019

   

Variance

 

Total Tons Sold (in millions)

    8.2       14.1       (5.9 )

Average Revenue per Ton Sold

  $ 43.34     $ 48.41     $ (5.07 )
                         

Average Cash Cost of Coal Sold per Ton (1)

  $ 30.55     $ 30.42     $ 0.13  

Depreciation, Depletion and Amortization Costs per Ton Sold (Non-Cash Cost)

    9.00       6.10       2.90  

Average Cost of Coal Sold per Ton (1)

  $ 39.55     $ 36.52     $ 3.03  

Average Margin per Ton Sold

  $ 3.79     $ 11.89     $ (8.10 )

Add: Depreciation, Depletion and Amortization Costs per Ton Sold

    9.00       6.10       2.90  

Average Cash Margin per Ton Sold (1)

  $ 12.79     $ 17.99     $ (5.20 )

 

(1) Average cash cost of coal sold per ton and average cost of coal sold per ton are non-GAAP measures and average cash margin per ton sold 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.

 

Coal Revenue

 

Coal revenue was $358 million for the six months ended June 30, 2020, compared to $683 million for the six months ended June 30, 2019. Total tons sold decreased in the period-to-period comparison in response to weakened customer demand due to a warmer than normal winter followed by the COVID-19 pandemic and, in response, the widespread government-imposed shut-downs, which have significantly reduced electricity consumption and, therefore, demand for the Company's coal. The decrease in customer demand resulted in lower pricing received on the Company's sales contracts.

 

Freight Revenue and Freight Expense

 

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 to which the Company contractually provides transportation services. Freight revenue is completely offset by freight expense. Freight revenue and freight expense were both $6 million for the six months ended June 30, 2020, compared to $11 million for the six months ended June 30, 2019. The $5 million decrease was due to decreased shipments to customers where the Company was contractually obligated to provide transportation services.

 

43

 

Miscellaneous Other Income

 

Miscellaneous other income was $41 million for the six months ended June 30, 2020, compared to $9 million for the six months ended June 30, 2019. The $32 million increase was primarily the result of additional customer contract buyouts in the six months ended June 30, 2020, offset, in part, by a decrease in sales of externally purchased coal to blend and resell. These partial contract buyouts involved negotiations to reduce coal quantities of several customer contracts in exchange for payment of certain fees to the Company, and do not impact forward contract terms.

 

Cost of Coal Sold

 

Cost of coal sold is comprised of operating costs related to produced tons sold, along with changes in both the volumes and carrying values of coal inventory. The costs of coal sold include items such as direct operating costs, royalties and production taxes, direct administration costs and depreciation, depletion, and amortization costs on production assets. Total cost of coal sold was $326 million for the six months ended June 30, 2020, or $189 million lower than the $515 million for the six months ended June 30, 2019. Average cost of coal sold per ton was $39.55 for the six months ended June 30, 2020, compared to $36.52 for the six months ended June 30, 2019. The decrease in the total cost of coal sold was primarily driven by decreased production activity during the six months ended June 30, 2020, mainly in response to weakened commodity markets. On a per unit basis, the decreased production resulted in an overall increase in the average cost of coal sold per ton.

 

Other Costs

 

Other costs include items that are assigned to the PAMC division but are not included in unit costs, such as idle mine costs, coal reserve holding costs and purchased coal costs. Total other costs increased $45 million in the six months ended June 30, 2020 compared to the six months ended June 30, 2019. The increase was primarily attributable to the temporary idling of longwalls at the Bailey and Enlow Fork mines due to the COVID-19 pandemic and, in response, the widespread government-imposed shutdowns, which have significantly reduced electricity consumption and power prices and, therefore, demand for the Company's coal.

 

Selling, General, and Administrative Costs

 

The amount of selling, general and administrative costs related to the PAMC division was $23 million for the six months ended June 30, 2020, compared to $36 million for the six months ended June 30, 2019. The $13 million decrease in the period-to-period comparison was primarily related to reduced expense under the Company's Performance Incentive Plan, as well as several initiatives launched by management to reduce costs, including compensation reductions, curtailment of discretionary expenses and headcount management.

 

Interest Expense, net

 

Interest expense, net of amounts capitalized, primarily relates to obligations under various finance leases entered into during the six months ended June 30, 2020. No such transactions occurred during the six months ended June 30, 2019.

 

44

 

OTHER ANALYSIS:

 

The other division includes revenue and expenses from various corporate and diversified business activities that are not allocated to the PAMC division. The diversified business activities include the CONSOL Marine Terminal, development of the Itmann Mine, the Greenfield Reserves, closed and idle mine activities, selling, general and administrative activities, interest expense and income taxes, as well as various other non-operated activities.

 

Other business activities had a loss before income tax of $13 million for the six months ended June 30, 2020, compared to a loss before income tax of $60 million for the six months ended June 30, 2019. Variances are discussed below.

 

   

For the Six Months Ended

 
   

June 30,

 

(in millions)

 

2020

   

2019

   

Variance

 

Revenue:

                       

Terminal Revenue

  $ 32     $ 35     $ (3 )
Miscellaneous Other Income     10       16       (6 )

Gain on Sale of Assets

    7       1       6  

Total Revenue and Other Income

    49       52       (3 )

Other Costs and Expenses:

                       

Operating and Other Costs

    38       43       (5 )

Depreciation, Depletion and Amortization

    6       7       (1 )

Selling, General and Administrative Costs

    6       2       4  

(Gain) Loss on Debt Extinguishment

    (17 )     25       (42 )

Interest Expense, net

    29       35       (6 )

Total Other Costs and Expenses

    62       112       (50 )

Loss Before Income Tax

  $ (13 )   $ (60 )   $ 47  

 

Terminal Revenue

 

Terminal revenue consists of sales from the CONSOL Marine Terminal, which is located in the Port of Baltimore, Maryland and provides access to international coal markets. CONSOL Marine Terminal revenue was $32 million for the six months ended June 30, 2020, compared to $35 million for the six months ended June 30, 2019. The $3 million decrease in the period-to-period comparison was primarily attributable to a decrease in revenues associated with throughput tons not covered by the Company's take-or-pay contract.

 

Miscellaneous Other Income 

 

Miscellaneous other income was $10 million for the six months ended June 30, 2020, compared to $16 million for the six months ended June 30, 2019. The change is due to the following items:

 

   

For the Six Months Ended June 30,

 

(in millions)

 

2020

   

2019

   

Variance

 

Royalty Income - Non-Operated Coal

  $ 7     $ 12     $ (5 )

Property Easements and Option Income

    1       1        
Rental Income     1       1        

Interest Income

          2       (2 )
Other Income     1             1  

Total Miscellaneous Other Income

  $ 10     $ 16     $ (6 )

 

45

 

Gain on Sale of Assets

 

Gain on sale of assets increased $6 million in the period-to-period comparison primarily due to the sale of various gas wells and the related equipment during the six months ended June 30, 2020.

 

Operating and Other Costs

 

Operating and other costs were $38 million for the six months ended June 30, 2020, compared to $43 million for the six months ended June 30, 2019. Operating and other costs decreased in the period-to-period comparison due to the following items:

 

   

For the Six Months Ended June 30,

 

(in millions)

 

2020

   

2019

   

Variance

 

Terminal Operating Costs

  $ 9     $ 11     $ (2 )

Employee-Related Legacy Liability Expense

    13       19       (6 )

Coal Reserve Holding Costs

    2             2  
Lease Rental Expense           3       (3 )

Closed and Idle Mines

    2       2        

Litigation Expense

          3       (3 )
Bank Fees     1       1        

Other

    11       4       7  

Total Operating and Other Costs

  $ 38     $ 43     $ (5 )

 

Depreciation, Depletion and Amortization

 

Depreciation, depletion and amortization decreased $1 million in the period-to-period comparison due to current quarter adjustments to the Company's asset retirement obligations based on current projected cash outflows.

 

Selling, General and Administrative Costs

 

Selling, general and administrative costs are allocated to the Company's Other division based on a percentage of total revenue, a percentage of total projected capital expenditures and a percentage of resources utilized. The increase of $4 million is a result of increases in the portion of selling, general and administrative expenses allocated to the Other division due to increased activity in the most recent quarter at the Itmann Mine and other business development activities, such as coal-to-products development.

 

(Gain) Loss on Debt Extinguishment

 

Gain on debt extinguishment of $17 million was recognized in the six months ended June 30, 2020 due to the open market repurchases of the Company's 11.00% Senior Secured Second Lien Notes due 2025, which traded well below par value.

 

Loss on debt extinguishment of $25 million was recognized in the six months ended June 30, 2019 due to the open market repurchases of the Company's 11.00% Senior Secured Second Lien Notes due 2025, the $110 million required repayment on the Term Loan B Facility, and the refinancing of the Company's Revolving Credit Facility, Term Loan A Facility and Term Loan B Facility. See Note 12 - Long-Term Debt in the Notes to the Consolidated Financial Statements included in Item 1 of this Form 10-Q for additional information.

 

Interest Expense, net

 

Interest expense, net of amounts capitalized, is comprised of interest on the Company's Senior Secured Credit Facilities, the 11.00% Senior Secured Second Lien Notes due 2025 and the 5.75% MEDCO Revenue Bonds. Interest expense, net of amounts capitalized, decreased $6 million in the period-to-period comparison, primarily related to the $110 million required repayment on the Term Loan B Facility, as well as the refinancing of the Company's Revolving Credit Facility, Term Loan A Facility and Term Loan B Facility, both of which occurred during the first quarter of 2019. The decrease is also attributable to repurchases of the Company's 11.00% Senior Secured Second Lien Notes due 2025 during the six months ended June 30, 2020 and 2019, totaling approximately $43 million and $19 million, respectively (see Note 18 - Stock, Unit and Debt Repurchases in the Notes to the Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information).

 

46

 

Liquidity and Capital Resources

 

CONSOL Energy's potential sources of liquidity include cash generated from operations, cash on hand, borrowings under the revolving credit facility and securitization facility (which are discussed below), and, if necessary, the ability to issue additional equity or debt securities. The Company believes that cash generated from these sources should be sufficient to meet its short-term working capital requirements, long-term capital expenditure requirements, and debt servicing obligations, as well as to provide required letters of credit.

 

The demand for coal experienced unprecedented decline toward the end of the first quarter of 2020, which continued through the second quarter of 2020 and into the third quarter of 2020, driven by widespread government-imposed lockdowns caused by the COVID-19 pandemic. This decline in coal demand has negatively impacted our operational, sales and financial performances year-to-date and we expect that this negative impact will continue as the pandemic continues. During the quarter, the Company successfully negotiated an amendment to its credit agreement, which provides eight quarters of covenant relaxation. Also during the quarter, the Company made repayments of $7 million, $6 million and $1 million on its finance leases, Term Loan A Facility and Term Loan B Facility, respectively. As of June 30, 2020, our total liquidity was $346 million, including $33 million of cash and cash equivalents. As of June 30, 2020, our $400 million revolving credit facility has no borrowings and is currently only used for providing letters of credit with $88 million issued.

 

While some government-imposed shut-downs of non-essential businesses in the United States and abroad have been phased out, there is a possibility that such shut-downs may be re-imposed if COVID-19 experiences a resurgence. We expect that depressed demand for our coal will continue for so long as there is a widespread, government-imposed shut-down of business activity. Depressed demand for our coal may also result from a general recession or reduction in overall business activity caused by COVID-19. Additionally, some of our customers have already attempted, and may in the future attempt, to invoke force majeure or similar provisions in the contracts they have in place with us in order to avoid taking possession of and paying us for our coal that they are contractually obligated to purchase. Sustained decrease in demand for our coal and the failure of our customers to purchase coal from us that they are obligated to purchase pursuant to existing contracts would have a material adverse effect on our results of operations and financial condition. The extent to which COVID-19 may adversely impact our business depends on future developments, which are highly uncertain and unpredictable, including new information concerning the severity of the outbreak and the effectiveness of actions globally to contain or mitigate its effects. We expect this matter to negatively impact our results of operations, cash flows and financial condition. The Company will continue to take the appropriate steps to mitigate the impact on the Company's operations, liquidity and financial condition.

 

During the first quarter, the Company withdrew its previously announced operational and financial guidance for 2020. On April 14, 2020, the Company announced the temporary idling of the Enlow Fork Mine due to the weakness in coal demand and economic slowdown related to the pandemic. The temporary idling of the Bailey Mine was announced on May 2, 2020, and limited production resumed at the Bailey Mine on June 8, 2020. Cost containment and capital expenditure reductions remain the focus as volume opportunities remain limited in the near term.

 

In March 2020, the President of the United States signed the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) into law. The CARES Act has various liquidity boosting provisions that affect the Company related to income taxes and employee taxes. The Company has evaluated the various provisions, particularly the increased amount of deductible interest from 30% of adjusted taxable income to 50% for tax years 2019 and 2020. This is expected to reduce the Company's cash burden for 2019 and 2020, resulting in additional free cash flow. In addition to a decrease in the cash paid for income taxes, the Company has deferred the payment of its portion of Social Security payroll taxes in accordance with the provisions of the CARES Act. Also, during the second quarter of 2020, the Company is entitled to approximately $2 million in payroll retention credits in accordance with the provisions of the CARES Act. These sources of cash flow will aid in reducing uncertainty over the economic and operational impacts of COVID-19.

 

The Company expects to maintain adequate liquidity through its operating cash flow and revolving credit facility to fund its working capital and capital expenditures requirements. The Company's cash flow from operations in 2020 is supported by its contracted position and ongoing cost and capital control measures. While the Company experienced delays in collections of accounts receivable in 2019, the COVID-related decline in demand has impacted some of our customers, resulting in continued delays in collections. We expect that this trend will improve as global demand for coal improves over the coming months. However, if these delays continue or increase, the Company may have less cash flow from operations and may have less borrowing capacity under its securitization facility (under which borrowing capacity is based on certain current accounts receivable).

 

The Company started a capital construction project on the coarse refuse disposal area in 2017, which is expected to continue through 2021. The Company began construction of the Itmann Mine in the second half of 2019. Given the ongoing uncertainty in the marketplace, COVID-related demand decline and other corporate priorities, the Company has chosen to slow the spending on construction of the Itmann Mine.

 

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Uncertainty in the financial markets brings additional potential risks to CONSOL Energy. These risks include declines in the Company's stock price, less availability and higher costs of additional credit, potential counterparty defaults, and commercial bank failures. Financial market disruptions may impact the Company's collection of trade receivables. As a result, CONSOL Energy regularly monitors the creditworthiness of its customers and counterparties and manages credit exposure through payment terms, credit limits, prepayments and security.

 

The Company owns an undivided interest in 75% of the PAMC and the Partnership owns the remaining undivided 25% interest of the PAMC. As of June 30, 2020, the Company had a 61.4% economic ownership interest in the Partnership through its various holdings of the general partner and limited partnership interests of the Partnership.

 

The Company is continuing to actively monitor the effects of the ongoing COVID-19 pandemic on its liquidity and capital resources. As disclosed previously and above, we took several steps in the first half of 2020 to reinforce our liquidity. From a coal shipment perspective, we seemed to have hit the bottom in May 2020. However, if the demand for our coal continues to decrease, this could adversely affect our liquidity in future quarters. Our Revolving Credit Facility, Term Loan A Facility, Term Loan B Facility, Securitization Facility and the Indenture entered into in connection with our 11.00% Senior Secured Second Lien Notes due 2025 (collectively, the “Credit Facilities”) contain certain financial covenants. Events resulting from the effects of COVID-19 may negatively impact our liquidity and, as a result, our ability to comply with these covenants, which were amended during the second quarter of 2020. These events could lead us to seek further amendments or waivers from our lenders, limit access to or require accelerated repayment of amounts borrowed under the Credit Facilities, or require us to pursue alternative financing. We have no assurance that any such alternative financing, if required, could be obtained at terms acceptable to us, or at all, as a result of the effects of COVID-19 on capital markets at such time.

 

Cash Flows (in millions)

 

   

For the Six Months Ended June 30,

 
   

2020

   

2019

   

Change

 

Cash Provided by Operating Activities

  $ 47     $ 166     $ (119 )

Cash Used in Investing Activities

  $ (46 )   $ (82 )   $ 36  

Cash Used in Financing Activities

  $ (48 )   $ (175 )   $ 127  

 

Cash provided by operating activities decreased $119 million in the period-to-period comparison, primarily due to an $88 million decrease in net (loss) income, a $41 million change in (gain) loss on debt extinguishment and other working capital changes that occurred throughout both periods.

 

Cash used in investing activities decreased $36 million in the period-to-period comparison. Capital expenditures decreased primarily as a result of cost control measures put into place in response to the COVID-19 pandemic and the overall decline in coal markets.

 

   

For the Six Months Ended June 30,

 
   

2020

   

2019

   

Change

 

Building and Infrastructure

  $ 24     $ 37     $ (13 )

Equipment Purchases and Rebuilds

    15       24       (9 )

Refuse Storage Area

    7       13       (6 )

IS&T Infrastructure

          4       (4 )

Other

          5       (5 )

Total Capital Expenditures

  $ 46     $ 83     $ (37 )

 

Cash used in financing activities decreased $127 million in the period-to-period comparison. During the six months ended June 30, 2020, total payments of $37 million were made on the Company's Term Loan A Facility, Term Loan B Facility and 11.00% Senior Secured Second Lien Notes. The Company also received proceeds of approximately $16 million related to a finance leasing arrangement in the six months ended June 30, 2020. In connection with the June 2020 amendment of the Company's credit facility, approximately $8 million of financing-related fees and charges were paid in the six months ended June 30, 2020.

 

During the six months ended June 30, 2019, total payments of $146 million were made on the Company's Term Loan B Facility, 11.00% Senior Secured Second Lien Notes and the Term Loan A Facility, which included the required excess cash flow repayment of $110 million on the Term Loan B Facility (see Note 12 - Long-Term Debt for additional information). The Company received additional proceeds on its Term Loan A Facility in the amount of $26 million as a result of the debt refinancing that occurred during the six months ended June 30, 2019. In connection with the debt refinancing, approximately $18 million of financing-related fees and charges were paid in the six months ended June 30, 2019. Also during the six months ended June 30, 2019, CONSOL Energy shares were repurchased and CONSOL Coal Resources LP units were purchased, totaling $10 million.

 

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Senior Secured Credit Facilities

 

In November 2017, the Company entered into a revolving credit facility with commitments up to $300 million (the “Revolving Credit Facility”), a Term Loan A Facility of up to $100 million (the “TLA Facility”) and a Term Loan B Facility of up to $400 million (the “TLB Facility”, and together with the Revolving Credit Facility and the TLA Facility, the “Senior Secured Credit Facilities”). On March 28, 2019, the Company amended the Senior Secured Credit Facilities to increase the borrowing commitment of the Revolving Credit Facility to $400 million and reallocate the principal amounts outstanding under the TLA Facility and TLB Facility. On June 5, 2020, the Company amended the Senior Secured Credit Facilities (the “amendment”) to provide eight quarters of financial covenant relaxation, effect an increase in the rate at which borrowings under the Revolving Credit Facility and the TLA Facility bear interest, and add an anti-cash hoarding provision. Borrowings under the Company's Senior Secured Credit Facilities bear interest at a floating rate which can be, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) an alternate base rate plus an applicable margin. The applicable margin for the Revolving Credit Facility and TLA Facility depends on the total net leverage ratio, whereas the applicable margin for the TLB Facility is fixed. The amendment increased the applicable margin by 50 basis points on both the Revolving Credit Facility and the TLA Facility. The maturity date of the Revolving Credit and TLA Facilities is March 28, 2023. The TLB Facility's maturity date is September 28, 2024. In June 2019, the TLA Facility began amortizing in equal quarterly installments of (i) 3.75% of the original principal amount thereof, for four consecutive quarterly installments commencing with the quarter ended June 30, 2019, (ii) 6.25% of the original principal amount thereof for the subsequent eight quarterly installments commencing with the quarter ended June 30, 2020 and (iii) 8.75% of the original principal amount thereof for the quarterly installments thereafter, with the remaining balance due at final maturity. In June 2019, the TLB Facility began amortizing in equal quarterly installments in an amount equal to 0.25% per annum of the amended principal amount thereof, with the remaining balance due at final maturity.

 

Obligations under the Senior Secured Credit Facilities are guaranteed by (i) all owners of the 75% undivided economic interest in the PAMC held by the Company, (ii) any other members of the Company’s group that own any portion of the collateral securing the Revolving Credit Facility, and (iii) subject to certain customary exceptions and agreed materiality thresholds, all other existing or future direct or indirect wholly-owned restricted subsidiaries of the Company (excluding the Partnership and its wholly-owned subsidiaries). The obligations are secured by, subject to certain exceptions (including a limitation of pledges of equity interests in certain subsidiaries and certain thresholds with respect to real property), a first-priority lien on (i) the Company’s 75% undivided economic interest in the Pennsylvania Mining Complex, (ii) the limited partner units of the Partnership held by the Company, (iii) the equity interests in CONSOL Coal Resources GP LLC held by the Company (iv) the CONSOL Marine Terminal and (v) the 1.5 billion tons of Greenfield Reserves. The Senior Secured Credit Facilities contain a number of customary affirmative covenants. In addition, the Senior Secured Credit Facilities contain a number of negative covenants, including (subject to certain exceptions) limitations on (among other things): indebtedness, liens, investments, acquisitions, dispositions, restricted payments, and prepayments of junior indebtedness. The amendment added additional conditions to be met for the covenants relating to investments in joint ventures, general investments, share repurchases, dividends, and repurchases of the Second Lien Notes. The additional conditions require no outstanding borrowings and no more than $200 million of outstanding letters of credit on the Revolving Credit Facility. Further restrictions apply to investments in joint ventures, share repurchases and dividends that require the total net leverage ratio shall not be greater than 2.00 to 1.00.

 

The Revolving Credit Facility and TLA Facility also include financial covenants, including (i) a maximum first lien gross leverage ratio, (ii) a maximum total net leverage ratio, and (iii) a minimum fixed charge coverage ratio. The maximum first lien gross leverage ratio is calculated as the ratio of Consolidated First Lien Debt to Consolidated EBITDA, excluding the Partnership. Consolidated EBITDA, as used in the covenant calculation, excludes non-cash compensation expenses, non-recurring transaction expenses, extraordinary gains and losses, gains and losses on discontinued operations, non-cash charges related to legacy employee liabilities and gains and losses on debt extinguishment, and includes cash distributions received from the Partnership and subtracts cash payments related to legacy employee liabilities. The maximum total net leverage ratio is calculated as the ratio of Consolidated Indebtedness, minus Cash on Hand, to Consolidated EBITDA, excluding the Partnership. The minimum fixed charge coverage ratio is calculated as the ratio of Consolidated EBITDA to Consolidated Fixed Charges, excluding the Partnership. Consolidated Fixed Charges, as used in the covenant calculation, include cash interest payments, cash payments for income taxes, scheduled debt repayments, dividends paid, and Maintenance Capital Expenditures. The amendment revised the financial covenants applicable to the Revolving Credit Facility and TLA Facility relating to the maximum first lien gross leverage ratio, maximum total net leverage ratio and minimum fixed charge coverage ratio, so that for the fiscal quarters ending June 30, 2020 through March 31, 2021, the maximum first lien gross leverage ratio shall be 2.50 to 1.00, the maximum total net leverage ratio shall be 3.75 to 1.00, and the minimum fixed charge coverage ratio shall be 1.00 to 1.00; for the fiscal quarters ending June 30, 2021 through September 30, 2021, the maximum first lien gross leverage ratio shall be 2.25 to 1.00 and the maximum total net leverage ratio shall be 3.50 to 1.00; for the fiscal quarters ending June 30, 2021 through March 31, 2022, the minimum fixed charge coverage ratio shall be 1.05 to 1.00; for the fiscal quarters ending December 31, 2021 through March 31, 2022, the maximum first lien gross leverage ratio shall be 2.00 to 1.00 and the maximum total net leverage ratio shall be 3.25 to 1.00; and for the fiscal quarters ending on or after June 30, 2022, the maximum first lien gross leverage ratio shall be 1.75 to 1.00, the maximum total net leverage ratio shall be 2.75 to 1.00 and the minimum fixed charge coverage ratio shall be 1.10 to 1.00. The maximum first lien gross leverage ratio was 1.97 to 1.00 at June 30, 2020. The maximum total net leverage ratio was 3.19 to 1.00 at June 30, 2020. The minimum fixed charge coverage ratio was 1.15 to 1.00 at June 30, 2020. The Company was in compliance with all of its debt covenants as of June 30, 2020.

 

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The TLB Facility also includes a financial covenant that requires the Company to repay a certain amount of its borrowings under the TLB Facility within ten business days after the date it files its Form 10-K with the Securities and Exchange Commission (“SEC”) if the Company has excess cash flow (as defined in the credit agreement for the Senior Secured Credit Facilities) during the year covered by the applicable Form 10-K. During the six months ended June 30, 2019, CONSOL Energy made the required repayment of approximately $110 million based on the amount of the Company's excess cash flow as of December 31, 2018. For fiscal year 2018, such repayment was equal to 75% of the Company’s excess cash flow less any voluntary prepayments of its borrowings under the TLB Facility made by the Company during 2018. For all subsequent fiscal years, the required repayment is equal to a certain percentage of the Company’s excess cash flow for such year, ranging from 0% to 75% depending on the Company’s total net leverage ratio, less the amount of certain voluntary prepayments made by the Company, if any, under the TLB Facility during such fiscal year. Based on the Company's excess cash flow calculation, no repayment was required with respect to the year ended December 31, 2019. The amount of excess cash flow is a covenant feature only applicable as of the Company's year-end and will be calculated as of December 31, 2020.

 

During the year ended December 31, 2019, the Company entered into interest rate swaps, which effectively converted $150 million of the TLB Facility's floating interest rate to a fixed interest rate for the twelve months ending December 31, 2020 and 2021, and $50 million of the TLB Facility's floating interest rate to a fixed interest rate for the twelve months ending December 31, 2022.

 

The Senior Secured Credit Facilities contain customary events of default, including with respect to a failure to make payments when due, cross-default and cross-judgment default and certain bankruptcy and insolvency events.

 

At June 30, 2020, the Revolving Credit Facility had no borrowings outstanding and $88 million of letters of credit outstanding, leaving $312 million of unused capacity. From time to time, CONSOL Energy is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies' statutes and regulations. CONSOL Energy sometimes uses letters of credit to satisfy these requirements and these letters of credit reduce the Company's borrowing facility capacity.

 

Securitization Facility

 

On November 30, 2017, (1)(i) CONSOL Marine Terminals LLC, as an originator of receivables, (ii) CONSOL Pennsylvania Coal Company LLC (“CONSOL Pennsylvania”), 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”), a Delaware special purpose entity and wholly-owned subsidiary of CONSOL Energy, as buyer, entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) and (2)(i) CONSOL Thermal Holdings LLC, an indirect, wholly-owned subsidiary of the Partnership, as sub-originator (the “Sub-Originator”), and (ii) CONSOL Pennsylvania, as buyer and as initial servicer of the receivables for itself and the Sub-Originator, entered into a Sub-Originator Sale Agreement (the “Sub-Originator PSA”). In addition, on November 30, 2017, the SPV entered into a Receivables Financing Agreement (the “Receivables Financing Agreement”) by and among (i) the SPV, as borrower, (ii) CONSOL Pennsylvania, as initial servicer, (iii) PNC Bank, 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”). In March 2020, the securitization facility was amended to, among other things, extend the maturity date from August 30, 2021 to March 27, 2023.

 

Pursuant to the Securitization, (i) the Sub-Originator sells current and future trade receivables to CONSOL Pennsylvania and (ii) the Originators sell and/or contribute current and future trade receivables (including receivables sold to CONSOL Pennsylvania by the Sub-Originator) to the SPV and the SPV, in turn, pledges its interests in the receivables to PNC Bank, which either makes loans or issues 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 million.

 

Loans under the Securitization 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 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.

 

50

 

The SPV’s assets and credit are not available to satisfy the debts and obligations owed to the creditors of CONSOL Energy, the Sub-Originator or any of the Originators. The Sub-Originator, the Originators and CONSOL Pennsylvania 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 the Sub-Originator, the Originators and CONSOL Pennsylvania 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.

 

At June 30, 2020, eligible accounts receivable totaled approximately $23 million. At June 30, 2020, the facility had no outstanding borrowings and $22 million of letters of credit outstanding, leaving $1 million of unused capacity. Costs associated with the receivables facility totaled $292 thousand for the three months ended June 30, 2020. These costs have been recorded as financing fees which are included in Operating and Other Costs in the Consolidated Statements of Income. The Company has not derecognized any receivables due to its continued involvement in the collections efforts.

 

11.00% Senior Secured Second Lien Notes due 2025

 

On November 13, 2017, the Company issued $300 million in aggregate principal amount of 11.00% Senior Secured Second Lien Notes due 2025 (the “Second Lien Notes”) pursuant to an indenture (the “Indenture”) dated as of November 13, 2017, by and between the Company and UMB Bank, N.A., a national banking association, as trustee and collateral trustee (the “Trustee”). On November 28, 2017, certain subsidiaries of the Company executed a supplement to the Indenture and became party to the Indenture as a guarantor (the “Guarantors”). The Second Lien Notes are secured by second priority liens on substantially all of the assets of the Company and the Guarantors that are pledged and on a first-priority basis as collateral securing the Company’s obligations under the Senior Secured Credit Facilities (described above), subject to certain exceptions under the Indenture.

 

On or after November 15, 2021, the Company may redeem all or part of the Second Lien Notes at the redemption prices set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the rights of holders of the Second Lien Notes on the relevant record date to receive interest due on the relevant interest payment date), beginning on November 15 of the years indicated:

 

Year

 

Percentage

 

2021

  105.50%  

2022

  102.75%  

2023 and thereafter

  100.00%  

 

Prior to November 15, 2020, the Company may on one or more occasions redeem up to 35% of the principal amount of the Second Lien Notes with an amount of cash not greater than the amount of the net cash proceeds from one or more equity offerings at a redemption price equal to 111.00% of the principal amount of the Second Lien Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, as long as at least 65% of the aggregate principal amount of the Second Lien Notes originally issued on the issue date (excluding Second Lien Notes held by the Company and its subsidiaries) remains outstanding after each such redemption and the redemption occurs within less than 180 days after the date of the closing of the equity offering.

 

At any time or from time to time prior to November 15, 2021, the Company may also redeem all or a part of the Second Lien Notes, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium, as defined in the Indenture, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the rights of holders of the Second Lien Notes on the relevant record date to receive interest due on the relevant interest payment date).

 

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The Indenture contains covenants that will limit the ability of the Company and the Guarantors, to (i) incur, assume or guarantee additional indebtedness or issue preferred stock; (ii) create liens to secure indebtedness; (iii) declare or pay dividends on the Company’s common stock, redeem stock or make other distributions to the Company’s stockholders; (iv) make investments; (v) restrict dividends, loans or other asset transfers from the Company’s restricted subsidiaries; (vi) merge or consolidate, or sell, transfer, lease or dispose of substantially all of the Company’s assets; (vii) sell or otherwise dispose of certain assets, including equity interests in subsidiaries; (viii) enter into transactions with affiliates; and (ix) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. If the Second Lien Notes achieve an investment grade rating from both Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc. and no default under the Indenture exists, many of the foregoing covenants will terminate and cease to apply. The Indenture also contains customary events of default, including (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal or premium, if any, on the Notes at maturity, upon redemption or otherwise; (iii) covenant defaults; (iv) cross-defaults to certain indebtedness, and (v) certain events of bankruptcy or insolvency with respect to the Company or any of the Guarantors. If an event of default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Second Lien Notes may declare all the Notes to be due and payable immediately. If an event of default arises from certain events of bankruptcy or insolvency, with respect to the Company, any restricted subsidiary of the Company that is a significant subsidiary or any group of restricted subsidiaries of the Company that, taken together, would constitute a significant subsidiary, all outstanding Second Lien Notes will become due and payable immediately without further action or notice.

 

If the Company experiences certain kinds of changes of control, holders of the Second Lien Notes will be entitled to require the Company to repurchase all or any part of that holder’s Second Lien Notes pursuant to an offer on the terms set forth in the Indenture. The Company will offer to make a cash payment equal to 101% of the aggregate principal amount of the Second Lien Notes repurchased plus accrued and unpaid interest on the Second Lien Notes repurchased to, but not including, the date of purchase, subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.

 

The Second Lien Notes were issued in a private offering that is exempt from the registration requirements of the Securities Act, to qualified institutional buyers in accordance with Rule 144A and to persons outside of the United States pursuant to Regulation S under the Securities Act.

 

Affiliated Company Credit Agreement with Partnership

 

On November 28, 2017, the Company also entered into an Affiliated Company Credit Agreement with the Partnership and certain of its subsidiaries (the “Partnership Credit Parties”) under which the Company provides as lender a revolving credit facility in an aggregate principal amount of up to $275 million to the Partnership Credit Parties. In connection with the completion of the separation, the Partnership drew an initial $201 million, the net proceeds of which were used to repay the Original CCR Credit Facility and to provide working capital for the Partnership following the separation and for other general corporate purposes.

 

On June 5, 2020, the Company amended the Affiliated Company Credit Agreement to provide eight quarters of financial covenant relaxation, effected a 50 basis points increase in the rate at which borrowings under the Affiliated Company Credit Agreement bear interest, and added additional conditions to be met for the covenants relating to general investments, investments in unrestricted subsidiaries, and distributions to equity holders of the Partnership. The Affiliated Company Credit Agreement has a maturity date of December 28, 2024. The collateral obligations under the Affiliated Company Credit Agreement generally mirror the Original CCR Credit Facility, as does the list of entities that will act as guarantors thereunder. The Affiliated Company Credit Agreement is subject to financial covenants relating to a maximum first lien gross leverage ratio and a maximum total net leverage ratio, which will be calculated on a consolidated basis for the Partnership and its restricted subsidiaries at the end of each fiscal quarter. The Partnership was in compliance with each of these financial covenants at June 30, 2020. The Affiliated Company Credit Agreement also contains a number of customary affirmative covenants and negative covenants, including limitations on the ability of the Partnership to incur additional indebtedness, grant liens, and make investments, acquisitions, dispositions, restricted payments, and prepayments of junior indebtedness (subject to certain limited exceptions).

 

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Contractual Obligations

 

CONSOL Energy is required to make future payments under various contracts. CONSOL Energy also has commitments to fund its pension plans, provide payments for other postretirement benefit plans, and fund capital projects. There have been no material changes to these contractual obligations outside the ordinary course of business since March 31, 2020.

 

Debt

 

At June 30, 2020, CONSOL Energy had total long-term debt and finance lease obligations of $698 million outstanding, including the current portion of long-term debt of $67 million. This long-term debt consisted of:

 

 

An aggregate principal amount of $272 million in connection with the Term Loan B (TLB) Facility, due in September 2024, less $1 million of unamortized bond discount. Borrowings under the TLB Facility bear interest at a floating rate.

 

An aggregate principal amount of $178 million of 11.00% Senior Secured Second Lien Notes due in November 2025. Interest on the notes is payable May 15 and November 15 of each year.

 

An aggregate principal amount of $79 million in connection with the Term Loan A (TLA) Facility, due in March 2023. Borrowings under the TLA Facility bear interest at a floating rate.

 

An aggregate principal amount of $103 million of industrial revenue bonds which were issued to finance the Baltimore port facility, bear interest at 5.75% per annum and mature in September 2025. Interest on the industrial revenue bonds is payable March 1 and September 1 of each year. Payment of the principal and interest on the notes is guaranteed by CONSOL Energy.

 

An aggregate principal amount of $20 million in connection with asset-backed financing. Approximately $17 million is due in December 2020 at a weighted average interest rate of 4.29%, and approximately $3 million is due in September 2024 at an interest rate of 3.61%.

 

Advance royalty commitments of $2 million with a weighted average interest rate of 10.78% per annum.

 

An aggregate principal amount of $45 million of finance leases with a weighted average interest rate of 5.19% per annum.

 

At June 30, 2020, CONSOL Energy had no borrowings outstanding and approximately $88 million of letters of credit outstanding under the $400 million senior secured Revolving Credit Facility. At June 30, 2020, CONSOL Energy had no borrowings outstanding and approximately $22 million of letters of credit outstanding under the $100 million Securitization Facility.

 

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Stock, Unit and Debt Repurchases

 

In December 2017, CONSOL Energy’s Board of Directors approved a program to repurchase, from time to time, the Company's outstanding shares of common stock or its 11.00% Senior Secured Second Lien Notes due 2025, in an aggregate amount of up to $50 million through the period ending June 30, 2019. The program was subsequently amended by CONSOL Energy's Board of Directors in July 2018 to allow up to $100 million of repurchases of the Company's common stock or its 11.00% Senior Secured Second Lien Notes due 2025, subject to certain limitations in the Company's current credit agreement and that certain tax matters agreement entered into by and between the Company and its former parent on November 28, 2017 (the “TMA”). The Company's Board of Directors also authorized the Company to use up to $25 million of the program to purchase CONSOL Coal Resources LP's outstanding common units in the open market. In May 2019, CONSOL Energy's Board of Directors approved an expansion of the program in the amount of $75 million, bringing the aggregate limit of the program to $175 million. The May 2019 expansion also increased the aggregate limit of the amount of CONSOL Coal Resources LP's common units that can be purchased under the program to $50 million, which is consistent with the Company's credit facility covenants that prohibit the Company from using more than $50 million for the purchase of CONSOL Coal Resources LP's outstanding common units. The Company's Board of Directors also approved extending the termination date of the program from June 30, 2019 to June 30, 2020. In July 2019, CONSOL Energy's Board of Directors approved an expansion of the program in the amount of $25 million, bringing the aggregate limit of the program to $200 million. On May 8, 2020, CONSOL Energy's Board of Directors approved an expansion of the stock, unit and debt repurchase program. The aggregate amount of the program's expansion was $70 million, bringing the total amount of the Company's stock, unit and debt repurchase program to $270 million. The Company's Board of Directors also approved extending the termination date of the program from June 30, 2020 to June 30, 2022. 

 

Under the terms of the program, CONSOL Energy is permitted to make repurchases in the open market, in privately negotiated transactions, accelerated repurchase programs or in structured share repurchase programs. CONSOL Energy is also authorized to enter into one or more 10b5-1 plans with respect to any of the repurchases. Any repurchases of common stock, notes or units are to be funded from available cash on hand or short-term borrowings. The program does not obligate CONSOL Energy to acquire any particular amount of its common stock, notes or units, and can be modified or suspended at any time at the Company’s discretion. The program is conducted in compliance with applicable legal requirements and within the limits imposed by any credit agreement, receivables purchase agreement, indenture or the TMA and is subject to market conditions and other factors.

 

During the six months ended June 30, 2020, the Company spent approximately $26 million to retire $43 million of its 11.00% Senior Secured Second Lien Notes due 2025, which continued to trade well below its par value. No common shares were repurchased and no common Partnership units were purchased under this program during the six months ended June 30, 2020.

 

Total Equity and Dividends

 

Total equity attributable to CONSOL Energy was $556 million at June 30, 2020 and $572 million at December 31, 2019. See the Consolidated Statements of Stockholders' Equity in Item 1 of this Form 10-Q for additional details.

 

The declaration and payment of dividends by CONSOL Energy is subject to the discretion of CONSOL Energy's Board of Directors, and no assurance can be given that CONSOL Energy will pay dividends in the future. The determination to pay dividends in the future will depend upon, among other things, general business conditions, CONSOL Energy's financial results, contractual and legal restrictions regarding the payment of dividends by CONSOL Energy, planned investments by CONSOL Energy and such other factors as the Board of Directors deems relevant. The Company's Senior Secured Credit Facilities limit CONSOL Energy's ability to pay dividends up to $25 million annually, which increases to $50 million annually when the Company's total net leverage ratio is less than 1.50 to 1.00 and subject to an aggregate amount up to a cumulative credit calculation set forth in the facilities, with additional conditions of no outstanding borrowings and no more than $200 million of outstanding letters of credit on the Revolving Credit Facility, and the total net leverage ratio shall not be greater than 2.00 to 1.00. The total net leverage ratio was 3.19 to 1.00 and the cumulative credit was approximately $15 million at June 30, 2020. The cumulative credit starts with $50 million and builds with excess cash flow commencing in 2018. The calculation of the total net leverage ratio excludes the Partnership. The Senior Secured Credit Facilities do not permit dividend payments in the event of default. The Indenture to the 11.00% Senior Secured Second Lien Notes limits dividends when the Company's total net leverage ratio exceeds 2.00 to 1.00 and subject to an amount not to exceed an annual rate of 4.0% of the quoted public market value per share of such common stock at the time of the declaration. The Indenture does not permit dividend payments in the event of default.

 

In connection with the separation, the Partnership entered into an intercompany loan arrangement with the Company with an initial outstanding balance of $201 million. The Partnership used the initial loan to repay outstanding borrowings under the prior revolving credit facility, which was then terminated. The intercompany loan arrangement limits the Partnership's ability to pay distributions to its unitholders (including the Company) when the Partnership's first lien gross leverage ratio exceeds 2.00 to 1.00.

 

54

 

Upon payment of the cash distribution with respect to the quarter ended June 30, 2019, the financial requirements for the conversion of all CCR subordinated units were satisfied. As a result, on August 16, 2019, 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 CCR's outstanding units representing limited partner interests.

 

On April 23, 2020, the Board of Directors of CCR's general partner made the decision to temporarily suspend the quarterly cash distributions to all of CCR's unitholders due to the ongoing uncertainty in the commodity markets driven by the COVID-19 pandemic-related demand decline. On July 28, 2020, the Board of Directors of CCR's general partner made the decision to continue the suspension of the quarterly cash distribution. Accordingly, CCR will focus on deleveraging its balance sheet by conserving cash, boosting liquidity and reducing its outstanding debt.

 

Off-Balance Sheet Arrangements

 

CONSOL Energy does not maintain off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonably likely to have a material current or future effect on CONSOL Energy’s 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 Consolidated Financial Statements of this Form 10-Q. CONSOL Energy participates in the United Mine Workers of America (the “UMWA”) Combined Benefit Fund and the UMWA 1992 Benefit Plan which generally accepted accounting principles recognize on a pay-as-you-go basis. These benefit arrangements may result in additional liabilities that are not recognized on the Consolidated Balance Sheet at June 30, 2020. The various multi-employer benefit plans are discussed in Note 16—Other Employee Benefit Plans in the Notes to the Consolidated Financial Statements in Item 8 of the December 31, 2019 Form 10-K. CONSOL Energy's total contributions under the Coal Industry Retiree Health Benefit Act of 1992 were $1,373 and $1,555 for the three months ended June 30, 2020 and 2019, respectively. CONSOL Energy's total contributions under the Coal Industry Retiree Health Benefit Act of 1992 were $2,737 and $3,106 for the six months ended June 30, 2020 and 2019, respectively. Based on available information at December 31, 2019, CONSOL Energy's obligation for the UMWA Combined Benefit Fund and 1992 Benefit Plan is estimated to be approximately $62,295. CONSOL Energy also uses a combination of surety bonds, corporate guarantees and letters of credit to secure its financial obligations for employee-related, environmental, performance and various other items which are not reflected on the Consolidated Balance Sheet at June 30, 2020. Management believes these items will expire without being funded. See Note 13—Commitments and Contingent Liabilities in the Notes to the Consolidated Financial Statements included in Item 1 of this Form 10-Q for additional details of the various financial guarantees that have been issued by CONSOL Energy.

 

55

 

Forward-Looking Statements

 

Certain statements in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of the federal securities laws. 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 Securities Exchange Act of 1934, as amended (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 “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “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:

 

 

the effects the COVID-19 pandemic has on our business and results of operations and on the global economy;

 

a restructuring of liabilities of Murray Energy as a result of its bankruptcy may result in the Company becoming responsible for certain liabilities that Murray Energy assumed from our former parent in 2013;

 

deterioration in economic conditions in any of the industries in which our customers operate may decrease demand for our products, impair our ability to collect customer receivables and impair our ability to access capital;

 

volatility and wide fluctuation in coal prices based upon a number of factors beyond our control including oversupply relative to the demand available for our products, weather and the price and availability of alternative fuels;

 

an extended decline in the prices we receive for our coal affecting our operating results and cash flows;

 

significant downtime of our equipment or inability to obtain equipment, parts or raw materials;

 

decreases in the availability of, or increases in the price of, commodities or capital equipment used in our coal mining operations;

 

our customers extending existing contracts or entering into new long-term contracts for coal on favorable terms;

 

our reliance on major customers;

 

our inability to collect payments from customers if their creditworthiness declines or if they fail to honor their contracts;

 

our inability to acquire additional coal reserves that are economically recoverable;

 

decreases in demand and changes in coal consumption patterns of electric power generators;

 

the availability and reliability of transportation facilities and other systems, disruption of rail, barge, processing and transportation facilities and other systems that deliver our coal to market and fluctuations in transportation costs;

 

a loss of our competitive position because of the competitive nature of coal industries, or a loss of our competitive position because of overcapacity in these industries impairing our profitability;

 

foreign currency fluctuations that could adversely affect the competitiveness of our coal abroad;

 

recent action and the possibility of future action on trade made by U.S. and foreign governments;

 

the risks related to the fact that a significant portion of our production is sold in international markets;

 

coal users switching to other fuels in order to comply with various environmental standards related to coal combustion emissions;

 

the impact of potential, as well as any adopted, regulations to address climate change, including any relating to greenhouse gas emissions, on our operating costs as well as on the market for coal;

 

the effects of litigation seeking to hold energy companies accountable for the effects of climate change;

 

the effects of government regulation on the discharge into the water or air, and the disposal and clean-up of, hazardous substances and wastes generated during our coal operations;

 

the risks inherent in coal operations, including being subject to unexpected disruptions caused by adverse geological conditions, equipment failures, delays in moving out longwall equipment, railroad derailments, security breaches or terroristic acts and other hazards, delays in the completion of significant construction or repair of equipment, fires, explosions, seismic activities, accidents and weather conditions;

 

failure to obtain or renew surety bonds on acceptable terms, which could affect our ability to secure reclamation and coal lease obligations;

 

failure to obtain adequate insurance coverages;

 

operating in a single geographic area;

 

the effects of coordinating our operations with oil and natural gas drillers and distributors operating on our land;

 

our inability to obtain financing for capital expenditures on satisfactory terms;

 

56

 

 

the effects of receiving low sustainability scores which potentially results in the exclusion of our securities from consideration by certain investment funds and a negative perception by investors;

 

the effect of new or existing tariffs and other trade measures;

 

our inability to find suitable acquisition targets or integrating the operations of future acquisitions into our operations;

 

obtaining, maintaining and renewing governmental permits and approvals for our coal operations;

 

the effects of stringent federal and state employee health and safety regulations, including the ability of regulators to shut down our operations;

 

the potential for liabilities arising from environmental contamination or alleged environmental contamination in connection with our past or current coal operations;

 

the effects of asset retirement obligations and certain other liabilities;

 

uncertainties in estimating our economically recoverable coal reserves;

 

the outcomes of various legal proceedings, including those which are more fully described herein;

 

defects in our chain of title for our undeveloped reserves or failure to acquire additional property to perfect our title to coal rights;

 

exposure to employee-related long-term liabilities;

 

the risk of our debt agreements, our debt and changes in interest rates affecting our operating results and cash flows;

 

the effects of hedging transactions on our cash flow;

 

the effect of our affiliated company credit agreement on our cash flows;

 

failure by one or more of the third parties to satisfy certain liabilities it acquired from our former parent, or failure to perform its obligations under various arrangements, which our former parent guaranteed and for which we have indemnification obligations to our former parent;

 

information theft, data corruption, operational disruption and/or financial loss resulting from a terrorist attack or cyber incident;

 

certain provisions in our multi-year coal sales contracts may provide limited protection during adverse economic conditions, and may result in economic penalties or permit the customer to terminate the contract;

 

the potential failure to retain and attract qualified personnel of the Company and a possible increased reliance on third party contractors as a result;

 

we may not receive distributions from the Partnership;

 

failure to maintain effective internal controls over financial reporting;

 

certain risks related to our separation from our former parent;

 

a determination by the Internal Revenue Service that the distribution or certain related transactions should be treated as a taxable transaction;

 

uncertainty with respect to the Company’s common stock, potential stock price volatility and future dilution;

 

the consequences of a lack of or negative commentary about us published by securities analysts and media;

 

uncertainty regarding the timing of any dividends we may declare;

 

uncertainty as to whether we will repurchase shares of our common stock or outstanding debt securities;

 

restrictions on the ability to acquire us in our certificate of incorporation, bylaws and Delaware law and the resulting effects on the trading price of our common stock;

 

inability of stockholders to bring legal action against us in any forum other than the state courts of Delaware; and

 

other unforeseen factors.

 

The above list of factors is not exhaustive or necessarily in order of importance. Additional information concerning factors that could cause actual results to differ materially from those in forward-looking statements include those discussed under “Risk Factors” elsewhere in this report. The Company disclaims any intention or obligation to update publicly any forward-looking statements, whether in response to new information, future events, or otherwise, except as required by applicable law.

 

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

For quantitative and qualitative disclosures about market risk, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the year ended December 31, 2019. There have been no material changes to the Company's exposures to market risk since December 31, 2019.

 

57

 

ITEM 4.    CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

CONSOL Energy, under the supervision and with the participation of its management, including CONSOL Energy's principal executive officer and principal financial officer, evaluated the effectiveness of the Company's “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, CONSOL Energy's principal executive officer and principal financial officer have concluded that the Company's disclosure controls and procedures are effective as of June 30, 2020 to ensure that information required to be disclosed by CONSOL Energy in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and includes controls and procedures designed to ensure that information required to be disclosed by CONSOL Energy in such reports is accumulated and communicated to CONSOL Energy's management, including CONSOL Energy's principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in Internal Controls over Financial Reporting

 

During the fiscal quarter covered by this Quarterly Report on Form 10-Q, there were no changes in the Company's internal controls over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act, that materially affected, or are reasonably likely to materially affect, the Company’s internal controls 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.

 

PART II: OTHER INFORMATION

 

ITEM 1.    LEGAL PROCEEDINGS

 

Our operations are subject to a variety of risks and disputes normally incidental to our business. As a result, we may, at any given time, be a defendant in various legal proceedings and litigation arising in the ordinary course of business. However, we are not currently subject to any material litigation. Refer to Note 13 - Commitments and Contingent Liabilities in the Notes to the Consolidated Financial Statements in Part 1, Item 1 of this Form 10-Q, incorporated herein by this reference.

 

ITEM 1A.    RISK FACTORS

 

In addition to the other information set forth in this quarterly report, you should carefully consider the factors described in “Part 1 - Item 1A. Risk Factors” of CONSOL Energy's 2019 Form 10-K, as updated by any subsequent Form 10-Qs. These described risks are not the only risks the Company faces. Additional risks and uncertainties not currently known to CONSOL Energy or that the Company currently deems to be immaterial also may materially adversely affect CONSOL Energy's business, financial condition and/or operating results.

 

58

 

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

 

There were no repurchases of the Company's equity securities during the three months ended June 30, 2020. Since the December 2017 inception of the Company's current stock, unit and debt repurchase program, CONSOL Energy Inc.'s Board of Directors has approved a $270 million stock, unit and debt repurchase program, which terminates on June 30, 2022. As of August 10, 2020, approximately $100.6 million remained available under the stock, unit and debt repurchase program. The program does not obligate CONSOL Energy to acquire any particular amount of its common stock, notes or units, and can be modified or suspended at any time at the Company’s discretion. See Note 18 - Stock, Unit and Debt Repurchases in the Notes to the Consolidated Financial Statements in Item 1 of this Form 10-Q for more information.

 

Limitation Upon Payment of Dividends

The Indenture and the Senior Secured Credit Facilities include certain covenants limiting the Company's ability to declare and pay dividends.

 

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.

 

ITEM 5.    OTHER INFORMATION

 

2020 Amended and Restated Omnibus Performance Incentive Plan

 

On May 8, 2020, the stockholders of the Company approved the adoption of the CONSOL Energy Inc. 2020 Amended and Restated Omnibus Performance Incentive Plan (the “2020 Plan”). The 2020 Plan amends and restates in its entirety that certain CONSOL Mining Corporation Omnibus Performance Incentive Plan filed as Exhibit 4.3 to the Company's Registration Statement on Form S-8 filed with the SEC on November 22, 2017. The 2020 Plan provides for the granting of various equity awards, including options, stock appreciation rights, restricted stock, restricted stock units and certain other types of awards to eligible employees and non-employee directors and for an increase in the number of shares available for grant under the 2020 Plan by 2,350,000. This description of the 2020 Plan is qualified in its entirety by reference to:  (i) the description of the 2020 Plan included under the heading “Proposal No. 4 - Approval of the CEIX 2020 Omnibus Performance Incentive Plan” in the Company's Definitive Proxy Statement for its 2020 Annual Meeting of Stockholders as filed with the SEC on March 27, 2020, which such description of the 2020 Plan is incorporated herein by reference; and (ii) the 2020 Plan, a copy of which is filed as Exhibit 4.4 to the Company's Registration Statement on Form S-8 filed with the SEC on May 11, 2020, which such copy of the 2020 Plan is incorporated herein by reference.

 

Retirement of James J. McCaffrey

 

On August 6, 2020, James J. McCaffrey, the Company's Chief Commercial Officer and one of the Company's named executive officers, notified the Company of his intent to retire from his positions with the Company (the “Retirement”), effective as of October 1, 2020 (the “Retirement Date”). Also on August 6, 2020, Mr. McCaffrey entered into an Agreement (the “Separation Agreement”) with CONSOL Mining Company LLC (“CONSOL Mining”), an indirect, wholly-owned subsidiary of the Company pursuant to which Mr. McCaffrey and CONSOL Mining agreed to certain terms relating to his Retirement. Specifically, the Separation Agreement provides that Mr. McCaffrey will serve as a consultant to CONSOL Mining for a period of six (6) months commencing on the Retirement Date and ending March 31, 2021 (the “Consulting Period”). During the Consulting Period, CONSOL Mining will pay Mr. McCaffrey (a) a monthly fee of $33,000 for the first three (3) months and (b) a monthly fee of $11,520 for the last three (3) months with the requirement that he work no more than sixty (60) hours per month.

 

Pursuant to the terms of the Separation Agreement, which replaces all prior agreements between the Company and Mr. McCaffrey, Mr. McCaffrey will receive an amount equal to $150,000, payable in two (2) equal installments of $75,000 less applicable tax withholdings and deductions, the first installment payable on March 31, 2021 and the second installment payable on June 30, 2021. Under the terms of the Separation Agreement, Mr. McCaffrey will remain eligible to receive a prorated 2020 annual incentive award under the Company's short-term incentive plan reflecting his nine (9) months of service, the payment of which shall remain subject to the Compensation Committee's approval of applicable performance goals. Also in accordance with the Separation Agreement, all of Mr. McCaffrey's outstanding unvested long-term cash and equity awards covering service-based Restricted Stock Units (“RSUs”), performance-based RSUs (“PSUs”) and performance-based cash (“PBCs”) will vest in full as of the Retirement Date. Mr. McCaffrey's RSU awards will be settled six (6) months following his separation from service, and his vested PSUs and PBCs shall remain subject to the achievement of applicable performance goals. Consistent with the terms of the Separation Agreement, Mr. McCaffrey will sign and deliver to CONSOL Mining a general release of claims in favor of CONSOL Mining, the Company, CONSOL Coal Resources LP and all of their affiliates. This description of the Separation Agreement is quailed in its entirety by reference to the full Separation Agreement, which is attached as Exhibit 10.4 to this Periodic Report on Form 10-Q and which is incorporated herein by reference.

 

59

 

ITEM 6.    EXHIBITS

 

Exhibits

Description

Method of Filing

 

 

 

10.1 Amendment No. 2, dated as of June 5, 2020, to Credit Agreement, dated as of November 28, 2017, among the Company, the various financial institutions from time to time party thereto, PNC Bank, N.A., as administrative agent for the Revolving Lenders and Term A Lenders, Citibank, N.A., as administrative agent for the Term B Lenders and PNC Bank, N.A., as collateral agent for the Lenders and the other Secured Parties referred to therein Filed as Exhibit 10.1 to Form 8-K (File No. 001-38147) filed on June 11, 2020
     
10.2 Amendment No. 2, dated as of June 5, 2020, to Affiliated Company Credit Agreement, dated November 28, 2017, by and among CONSOL Coal Resources LP, certain of its affiliates party thereto, CONSOL Energy Inc. and PNC Bank, National Association Filed as Exhibit 10.2 to Form 8-K (File No. 001-38147) filed on June 11, 2020
     
10.3 CONSOL Energy Inc. 2020 Amended and Restated Omnibus Performance Incentive Plan* Filed as Exhibit 4.4 to Registration Statement on Form S-8 (File No. 333-238173) filed on May 11, 2020
     
10.4 Letter Agreement between James J. McCaffrey and CONSOL Mining Company LLC* Filed herewith
     

10.5

Form of Notice of Restricted Stock Unit Award Terms and Conditions for Non-Employee Directors* Filed herewith
     

31.1

Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Filed herewith

 

 

 

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

 

 

 

32.1

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

 

 

 

32.2

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

 

 

 

95

Mine Safety and Health Administration Safety Data

Filed herewith

 

 

 

101

Interactive Data File (Form 10-Q for the quarterly period ended June 30, 2020, furnished in Inline XBRL)

Filed herewith

 

 

 

104

Cover Page Interactive Data File (formatted as Inline XBRL)

Contained in Exhibit 101

 

*Indicates management contract or compensatory plan or arrangement

 

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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, as of the 10th day of August, 2020.

 

   
       

 

CONSOL ENERGY INC.

 

 

 

 

 
       

 

By:

/s/ JAMES A. BROCK

 

 

 

James A. Brock

 

 

 

Director, Chief Executive Officer and President

(Principal Executive Officer)

 

 

 

 

 
       

 

By:

/s/ MITESHKUMAR B. THAKKAR

 

 

 

Miteshkumar B. Thakkar

 

 

 

Chief Financial Officer

(Principal Financial Officer)

 

 

 

 

 
       

 

By:

/s/ JOHN M. ROTHKA

 

 

 

John M. Rothka

 

 

 

Chief Accounting Officer
(Principal Accounting Officer)

 

 

 

 

61
ex_197761.htm

 

Exhibit 10.4

 

CONSOL ENERGY, INC.

CNX Center

1000 CONSOL Energy Drive, Suite 100

Cannonsburg, PA 15317-6506

August 5, 2020

Jimmy A. Brock

James J. McCaffrey

104 Eastpointe Drive

Washington, PA 15301

 

Dear Jim:

 

As discussed, your employment with CONSOL Mining Company LLC (the “Company”) will terminate on October 1, 2020, (said date, the “Separation Date”). As of the Separation Date, you will no longer be expected or required to provide any services to the Company, except as provided in this agreement (the “Agreement”). In recognition of your years of service to the Company, and in exchange for the release to be signed by you on your Separation Date, the Company is offering you the following separation benefits/terms outlined in paragraphs 1 through 4. Please note this agreement supersedes and replaces any prior agreements that you have with the Company, including but not limited to the “J. McCaffrey Retention Agreement” dated February 13, 2020, the “ J. McCaffrey Agreement dated February 7, 2019 and the Change in Control Agreement dated February 15, 2018; provided, however that any restrictive covenants relating to non-competition, non-solicitation or confidentiality in your outstanding long-term incentive awards shall continue in effect pursuant to the terms of such awards.

 

The terms of this Agreement are subject to approval by the Compensation Committee of the Board of Directors of the Company.

 

 

1.

Separation Payment: The Company will pay you $150,000.00, less applicable withholdings and deductions, in two installments of $75,000.00. The first installment will be paid on March 31, 2021 and the second and final installment will be paid on June 30, 2021.

 

 

2.

Short Term Incentive Compensation: You are eligible to receive a 2020 Short Term Incentive (“STIC”) subject to the approval of the Compensation Committee and Board of Directors of the Company, in accordance with the STIC’s terms. If payment under the 2020 STIC terms is approved, the Company will pay your 2020 STIC, pro-rated for 9 months service, less applicable withholdings and deductions at the same time at which other eligible executives are paid.

 

 

3.

Consulting: The Company will enter into a six-month consulting agreement (October 1 through March 31, 2021) with you pursuant to which the Company will pay you $33,333.00 per month for the period beginning October 1, 2020 through December 31, 2020. For the remaining period (January 1 through March 31, 2021) the Company will pay you $11,520.00 per month. You will not be required to work more than 60 hours in any given month.

 

 

4.

Long Term Incentive Award Agreements: All equity award agreements or long term cash based award agreements, or any similar agreements, pursuant to which you were granted the right to receive any equity interest in CONSOL Energy Inc. (“CEIX”) or cash under the CONSOL Energy Inc. Equity Incentive Plan are hereby amended so that upon your Separation Date with the Company any unvested long term incentive plan grants made under any equity award agreements or long term cash based award agreements shall vest upon separation of service and be delivered and settled as follows:

 

a.) All Restricted Stock Units (“RSUs”) shall be settled in CONSOL Energy Inc. Stock as soon as practicable after the Separation Date. Notwithstanding the foregoing, to the extent that the RSUs are subject to Section 409A of the Internal Revenue Code, all such payments shall be made in compliance with the requirements of Section 409A of the Internal Revenue Code, including application of the six month settlement delay for any specified employee (as defined in Section 409A of the Internal Revenue Code) in the event of vesting as result of a separation from service (as defined in Section 409A of the Internal Revenue Code).

 

b.) All Performance Share Units (“PSUs”) shall be earned and delivered based on the achievement of performance goals during the applicable performance period. The PSU’s shall be settled in CONSOL Energy Inc. Stock as soon as practicable after the date that the Compensation Committee certifies that the performance goals have been achieved. Notwithstanding the foregoing, to the extent that the PSUs are subject to Section 409A of the Internal Revenue Code, all such payments shall be made in compliance with the requirements of Section 409A of the Internal Revenue Code, including application of the six month settlement delay for any specified employee (as defined in Section 409A of the Internal Revenue Code) in the event of vesting as result of a separation from service (as defined in Section 409A of the Internal Revenue Code).

 

c.) All Performance Based Cash Awards (“PBCs”) shall be earned and paid in cash based on the achievement of performance goals during the applicable performance period. The PBC’s shall be paid in cash as soon as practicable after the date that the Compensation Committee certifies that the performance goals have been achieved. Notwithstanding the foregoing, to the extent that the PSUs are subject to Section 409A of the Internal Revenue Code, all such payments shall be made in compliance with the requirements of Section 409A of the Internal Revenue Code, including application of the six month settlement delay for any specified employee (as defined in Section 409A of the Internal Revenue Code) in the event of vesting as result of a separation from service (as defined in Section 409A of the Internal Revenue Code).

 

5. Other Benefits: With respect to other Company sponsored benefits:

 

a.) Healthcare: You will continue to be covered by the Company’s sponsored healthcare plans for active employees relating to medical, dental, prescription drug and vision care through November 30, 2020. Thereafter, you will become eligible for healthcare continuation coverage under COBRA. You will receive additional information under separate cover regarding your rights to such coverage.

 

b.) Vacation: The Company will pay you for any unused and/or accrued vacation time per the Company policy as of your Separation Date, (minus applicable withholdings and deductions).

 

c.) Retirement Benefits: Any benefits to which you are entitled under Company sponsored plans will be paid according to the terms and conditions of such plans.

 

6. Release: Your entitlement to the separation benefits/terms set forth in paragraphs 1 through 4 above is contingent on you signing and not a revoking a release in a form acceptable to the Company in its sole discretion, which includes a general release of claims against the Company, CONSL Energy, Inc., CONSOL Coal Resources LP, and all of their affiliated companies and each of their current and former directors, officers, agents and employees, on or after your Separation Date.

 

We remind you that you continue to be bound by the Company’s policies regarding the protection of confidential business information, which of course are subject to any laws that require or permit disclosure of such confidential information. You also are and will remain subject to the post termination restrictive covenants in your existing agreements with the Company.

 

The Company will rely on your signature of this agreement as your representation that you read this agreement carefully, and that you have a full and complete understanding of its terms, after having had sufficient opportunity to discuss the documents with an attorney of your own choosing, and that in executing this agreement, you did not rely upon any statement or representation made by or on behalf of the CONSOL Companies or by any of their officers, agents, employees or attorneys.

 

If all of the above terms are agreeable to you, please sign the enclosed copy of this letter and return the original signed document, in its entirety, to Erica Fisher at 1000 CONSOL Energy Drive, Suite 100, Canonsburg, PA 15317 for our files by August 14, 2020. Please direct any questions to Erica Fisher, Human Resources, at (724) 416-8292. We appreciate your service to the Company and wish you all the best in the future.

 

Sincerely,

 

/s/ Jimmy A. Brock

 

Jimmy A. Brock,

Chief Executive Officer

 

 

I knowingly and voluntarily agree to the above terms this 6 day of August, 2020, intending to be legally bound.

 

/s/ James J. McCaffrey

James J. McCaffrey

 
ex_198211.htm

 

Exhibit 10.5

 

CONSOL ENERGY INC. (the “Company”)

 

NOTICE OF ANNUAL STOCK AWARD

 

 

 

Name of Grantee:     [Non-Employee Director Name]

 

Date of Award:     May 11, 2020

 

Number of Shares:     [# _____]

 

 

 

Dear: _______,

 

 

 

As part of your annual compensation as a non-employee director of Consol Energy Inc. (the “Company”) he Board of Directors (“Board”) authorized an annual stock award in the form of a restricted stock unit award (“RSU”). The award covers the shares set forth above and is subject to certain terms and conditions described below. By authorizing this award the Company wants to thank you for your service to the Company.

 

The terms and conditions (“Terms and Conditions”) pursuant to which the RSU award was made are set forth in Schedule A (“Schedule A”) , attached hereto and made a part hereof. Please familiarize yourself with these terms, which include provisions relating to vesting, termination of service with the company and the company’s right to recoupment.

 

The shares under your RSU will generally be issued to you on the first anniversary of the grant date or as soon as practicable thereafter, subject to any deferral election you may have completed.

 

By accepting this award, you acknowledge and agree to comply with the Terms and Conditions. Please sign this Notice of RSU Award and return the signed copy to Sue Modispacher.

 

IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice of RSU Award and Terms and Conditions.

 

 

 

CONSOL ENERGY, INC.

 

BY: _________________

 

 

 

GRANTEE:

 

_____________________

 

 

 

 

 

Schedule A

 

NON-EMPLOYEE DIRECTOR

 

ANNUAL EQUITY AWARD

 

 

 

TERMS AND CONDITIONS

 

 

 

 

1.

Terms and Conditions: This grant of service-based restricted stock units is made under the CONSOL Energy, Inc. 2020 Omnibus Performance Incentive Plan (the “Plan”), and is subject in all respects to the terms of the Plan. All terms of the Plan are hereby incorporated into these terms and conditions (the “Terms and Conditions”) by reference. In the event of a conflict between one or more provisions of these Terms and Conditions and one or more provisions of the Plan, the provisions of the Plan shall govern. Each capitalized term not defined herein has the meaning assigned to such term in the Plan.

 

 

2.

Confirmation of Grant: Effective as May 11, 2020 (the “Award Date”), CONSOL Energy, Inc. (the “Company”) granted the Non-Employee Director whose name is set forth in the notice of grant (the “Grantee”) time-based Restricted Stock Units with respect to a specified number of shares of Common Stock as set forth in the Grantee’s notice of grant (the “RSUs”) with an estimated value of $150,000 (and $300,000 for the Board Chair), based on the closing price of the Company Common Stock on May 11, 2020. By accepting the RSUs, the Grantee acknowledges and agrees that the RSUs are subject to the Terms and Conditions and the terms of the Plan.

 

 

3.

Stockholder Rights:

 

 

a.

Except as provided in Section 3(b) below, the Grantee will not have any stockholder rights or privileges (including voting rights) with respect to the shares of Common Stock subject to the RSUs until such shares of Common Stock vest and are actually issued and registered in the Grantee’s name in the Company’s books and records.

 

 

b.

If the Company declares a cash dividend on its shares of Common Stock, on the payment date of the dividend, the Grantee shall be credited with dividend equivalents equal to the amount of such cash dividend per share of Common Stock multiplied by the number of shares of Common Stock subject to the RSUs. The dividend equivalents will be subject to the same terms regarding vesting and forfeiture as the RSUs and will be paid in cash at the times that the corresponding shares of Common Stock associated with the RSUs are delivered (or forfeited at the time that the RSUs are forfeited). The Grantee shall be responsible for any tax liability associated with any cash payments in accordance with Section 10 below.

 

 

4.

Automatic Forfeiture: The RSUs (including any RSUs that have vested but not yet been settled) will automatically be forfeited and all rights of the Grantee to the RSUs shall terminate under any of the following circumstances:

 

 

a.

The Grantee’s service with the Company as a Non-employee Director is terminated by the Company for Cause.

 

 

b.

The Committee requires recoupment of the RSUs in accordance with any recoupment policy adopted or amended by the Company from time to time or in accordance with the Plan.

 

 

 

5.

Transferability: The RSUs shall not be sold, transferred, assigned, pledged or otherwise encumbered or disposed.

 

 

6.

Vesting: The RSUs shall vest in full on the first anniversary date of the Award Date; provided that the Grantee continues to serve as a Non-Employee Director with the Company through such date. In the event the Grantee ceases to be a Non-Employee Director for any reason before the first anniversary of the Award Date other than as described in Sections 4 and 7, a number of the RSUs (rounded up to the nearest whole number) awarded to the Grantee shall become vested on a pro rata basis equal to the total number of RSUs granted on the Award Date, multiplied by a fraction the numerator of which is equal to the number of full months that have elapsed from the Award Date and the denominator of which is 12, and any remaining portion of the RSUs shall be forfeited and, the vested RSUs shall be settled as described in Section 9 below.

 

 

7.

Termination of Service: If, prior to the first anniversary of the Award Date, (i) the Grantee’s service with the Company is terminated by reason of death or Disability (as defined below), the RSUs shall become vested in full and settled as described in Section 9 below. For purposes of these Terms and Conditions “Disability” means permanently and totally disabled in accordance with Section 409A of the Internal Revenue Code.

 

 

8.

Change in Control: In the event of a Change in Control prior to the first anniversary of the Award Date, the RSUs shall become vested in full and settled as described in Section 9 below; provided, however, in the event that, following a Change in Control in which the RSUs are assumed, the RSUs shall continue to vest based on the one-year vesting schedule.

 

 

9.

Settlement: Any RSUs not previously forfeited shall be settled by delivery of one share of Common Stock for each RSU being settled. The RSUs shall be settled as soon as practicable after the applicable vesting date or deferral date, if a deferral election was made by the Grantee, (including without limitation for this purpose vesting upon the Grantee’s termination of service as provided in Section 7 and 8), but in no event later than 60 days after the applicable vesting date. Notwithstanding the foregoing, to the extent that the RSUs are subject to Section 409A of the Internal Revenue Code, all such payments shall be made in compliance with the requirements of Section 409A of the Internal Revenue Code, including application of the six month settlement delay for any specified employee (as defined in Section 409A of the Internal Revenue Code) in the event of vesting as a result of a separation from service (as defined in Section 409A of the Internal Revenue Code).

 

 

10.

Tax Withholding: The Grantee as a Non-Employee Director is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the RSUs, and as such the Company has no withholding obligation associated with the vested RSUs.

 

 

11.

No Right to Continued Service: The Grantee understands and agrees that these Terms and Conditions do not impact the right of the Company or any of its affiliates retaining the Grantee to terminate or change the terms of the Grantee’s service with the Company.

 

 

12.

Captions: Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of these Terms and Conditions.

 

 

 

13.

Severability: In the event that any provision in these Terms and Conditions shall be held invalid or unenforceable for any reason, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of these Terms and Conditions.

 

 

 
ex_188546.htm

 

Exhibit 31.1

 

CERTIFICATIONS

 

I, James A. Brock, certify that:

 

 

1.

I have reviewed this report on Form 10-Q of CONSOL Energy Inc.;

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

 

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

 

Date: August 10, 2020

 

/s/ James A. Brock

James A. Brock

 

Chief Executive Officer

(Principal Executive Officer)

 

 

 
ex_188547.htm

 

 

Exhibit 31.2

 

CERTIFICATIONS

 

I, Miteshkumar B. Thakkar, certify that:

 

 

1.

I have reviewed this report on Form 10-Q of CONSOL Energy Inc.;

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

 

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

 

Date: August 10, 2020

 

/s/ Miteshkumar B. Thakkar

Miteshkumar B. Thakkar

 

Chief Financial Officer

(Principal Financial Officer)

 

 

 
ex_188548.htm

 

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 Energy Inc. (the “Registrant”), certify that to my knowledge, based upon a review of the Quarterly Report on Form 10-Q for the period ended June 30, 2020, 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: August 10, 2020

 

/s/ James A. Brock

James A. Brock

 

Chief Executive Officer

(Principal Executive Officer)

 

 

 
ex_188549.htm

 

Exhibit 32.2

 

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,

18 U.S.C. Section 1350

 

I, Miteshkumar B. Thakkar, Chief Financial Officer (principal financial officer) of CONSOL Energy Inc. (the “Registrant”), certify that to my knowledge, based upon a review of the Quarterly Report on Form 10-Q for the period ended June 30, 2020, 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: August 10, 2020

 

/s/ Miteshkumar B. Thakkar

Miteshkumar B. Thakkar

 

Chief Financial Officer

(Principal Financial Officer)

 

 

 

 

 

 
ex_188550.htm

 

Exhibit 95

 

Mine Safety and Health Administration Safety Data

 

We believe that CONSOL Energy is one of the safest mining companies in the world. The Company 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 June 30, 2020, for each coal mine of CONSOL Energy and its subsidiaries, 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 has challenged or appealed the assessment); (vii) the total number of 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 June 30, 2020) 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

                 
                                                 

Received

 

Notice of

 

Legal

             
                                       

Total Dollar

   

Total

 

Notice of

 

Potential

 

Actions

             
                     

Section

               

Value of

   

Number

 

Pattern of

 

to have

 

Pending

   

Legal

   

Legal

 
         

Section

         

104(d)

               

MSHA

   

of

 

Violations

 

Pattern

 

as of

   

Actions

   

Actions

 

Mine or Operating

    104    

Section

   

Citations

   

Section

   

Section

   

Assessments

   

Mining

 

Under

 

Under

 

Last

   

Initiated

   

Resolved

 

Name/MSHA

   

S&S

   

104(b)

   

and

   

110(b)(2)

   

107(a)

   

Proposed

   

Related

 

Section

 

Section

 

Day of

   

During

   

During

 

Identification Number

   

Citations

   

Orders

   

Orders

   

Violations

   

Orders

   

(In Dollars)

   

Fatalities

 

104(e)

 

104(e)

 

Period (1)

   

Period

   

Period

 

Active Operations

                                                                       

Bailey

  36-07230    

7

                    36,215      

No

 

No

  7     2     8  

Enlow Fork

  36-07416     3                     31,062      

No

 

No

  14     5     1  

Harvey

  36-10045     3                     6,701      

No

 

No

  8     1      
Itmann   46-09569     1                       390       No   No            
          14                     74,368               29     8     9  

 

(1) See table below for additional detail regarding Legal Actions Pending as of June 30, 2020.  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 June 30, 2020.

 

 

   

Contests of Citations, Orders
(as of 6.30.20)

   

Contests of Proposed Penalties
(as of 6.30.20)
(b)

   

Complaints for Compensation
(as of 6.30.20)

   

Complaints of Discharge, Discrimination or Interference
(as of 6.30.20)

   

Applications for Temporary Relief
(as of 6.30.20)

   

Appeals of Judges' Decisions or Order
(as of 6.30.20)

 
Mine or Operating Name/MSHA Identification Number     (a)    

Dockets

   

Citations

    (c)      (d)       (e)      (f)  

Active Operations

                                               

Bailey

  36-07230         7     27                  

Enlow Fork

  36-07416         14     86                  

Harvey

  36-10045         8     17                 1  
Itmann   46-09569                              
              29     130                 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.

 

 
v3.20.2
Document And Entity Information - shares
6 Months Ended
Jun. 30, 2020
Jul. 31, 2020
Document Information [Line Items]    
Entity Central Index Key 0001710366  
Entity Registrant Name CONSOL Energy Inc  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2020  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2020  
Document Transition Report false  
Entity File Number 001-38147  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 82-1954058  
Entity Address, Address Line One 1000 CONSOL Energy Drive, 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 Stock, $0.01 par value  
Trading Symbol CEIX  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   26,034,198
v3.20.2
Consolidated Statements of Income (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Total Revenue from Contracts with Customers $ 121,296 $ 371,182 $ 396,396 $ 728,165
Miscellaneous Other Income 33,936 12,194 50,106 25,486
Gain on Sale of Assets 7,329 933 7,315 1,272
Total Revenue and Other Income 162,561 384,309 453,817 754,923
Costs and Expenses:        
Operating and Other Costs 116,406 253,448 328,681 483,561
Depreciation, Depletion and Amortization 46,155 46,151 101,098 96,875
Freight Expense 3,085 3,854 6,232 10,516
Selling, General and Administrative Costs 10,939 16,288 28,609 38,211
Loss (Gain) on Debt Extinguishment 0 1,500 (16,833) 24,643
Interest Expense, net 14,722 16,046 30,393 34,642
Total Costs and Expenses 191,307 337,287 478,180 688,448
(Loss) Earnings Before Income Tax (28,746) 47,022 (24,363) 66,475
Income Tax Benefit (7,683) (1,808) (5,775) (2,658)
Net (Loss) Income (21,063) 48,830 (18,588) 69,133
Less: Net (Loss) Income Attributable to Noncontrolling Interest (3,080) 5,550 (2,972) 11,418
Net (Loss) Income Attributable to CONSOL Energy Inc. Shareholders $ (17,983) $ 43,280 $ (15,616) $ 57,715
(Loss) Earnings per Share:        
Total Basic (Loss) Earnings per Share (in dollars per share) $ (0.69) $ 1.57 $ (0.60) $ 2.10
Total Dilutive (Loss) Earnings per Share (in dollars per share) $ (0.69) $ 1.56 $ (0.60) $ 2.08
Coal Revenue [Member]        
Total Revenue from Contracts with Customers [1] $ 102,313 $ 350,620 $ 357,765 $ 683,123
Terminal Revenue [Member]        
Total Revenue from Contracts with Customers 15,898 16,708 32,399 34,526
Freight Revenue [Member]        
Total Revenue from Contracts with Customers $ 3,085 $ 3,854 $ 6,232 $ 10,516
[1] For the three and six months ended June 30, 2020 and 2019, the PAMC segment had revenues from the following customers, each comprising over 10% of the Company’s total sales
v3.20.2
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Net (Loss) Income $ (21,063) $ 48,830 $ (18,588) $ 69,133
Other Comprehensive Income:        
Actuarially Determined Long-Term Liability Adjustments (Net of tax: ($1,214), ($781), ($2,428), ($1,562)) 3,624 2,459 7,248 4,919
Unrecognized Loss on Derivatives:        
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Total (12) (264) (2,785) (264)
Other Comprehensive Income 3,612 2,195 4,463 4,655
Comprehensive (Loss) Income (17,451) 51,025 (14,125) 73,788
Less: Comprehensive (Loss) Income Attributable to Noncontrolling Interest (3,065) 5,549 (2,942) 11,416
Comprehensive (Loss) Income Attributable to CONSOL Energy Inc. Shareholders $ (14,386) $ 45,476 $ (11,183) $ 62,372
v3.20.2
Consolidated Statements of Comprehensive Income (Unaudited) (Parentheticals) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Mar. 31, 2020
Jun. 30, 2019
Mar. 31, 2019
Jun. 30, 2020
Jun. 30, 2019
Actuarially Determined Long-Term Liability Adjustments, Tax $ 1,214 $ 1,214 $ 781 $ 781 $ 2,428 $ 1,562
Unrealized Loss on Cash Flow Hedges, Tax $ 4 $ 933 $ 84   $ 937 $ 84
v3.20.2
Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Current Assets:    
Cash and Cash Equivalents $ 33,027 $ 80,293
Accounts and Notes Receivable    
Trade Receivables, net 99,993 131,688
Other Receivables, net 27,836 40,984
Inventories 61,041 54,131
Prepaid Expenses and Other Assets 21,083 30,933
Total Current Assets 242,980 338,029
Property, Plant and Equipment:    
Property, Plant and Equipment 5,063,942 5,008,180
Less—Accumulated Depreciation, Depletion and Amortization 2,996,331 2,916,015
Total Property, Plant and Equipment—Net 2,067,611 2,092,165
Other Assets:    
Deferred Income Taxes 108,898 103,505
Right of Use Asset - Operating Leases 62,909 72,632
Other, net 83,734 87,471
Total Other Assets 255,541 263,608
TOTAL ASSETS 2,566,132 2,693,802
Current Liabilities:    
Accounts Payable 66,452 106,223
Current Portion of Long-Term Debt 66,925 50,272
Other Accrued Liabilities 240,526 235,769
Total Current Liabilities 373,903 392,264
Long-Term Debt:    
Long-Term Debt 595,360 653,802
Finance Lease Obligations 23,540 9,036
Total Long-Term Debt 618,900 662,838
Deferred Credits and Other Liabilities:    
Postretirement Benefits Other Than Pensions 425,493 432,496
Pneumoconiosis Benefits 201,174 202,142
Asset Retirement Obligations 228,648 250,211
Workers’ Compensation 61,189 61,194
Salary Retirement 38,947 49,930
Operating Lease Liability 45,479 55,413
Other 16,524 14,919
Total Deferred Credits and Other Liabilities 1,017,454 1,066,305
TOTAL LIABILITIES 2,010,257 2,121,407
Stockholders' Equity:    
Common Stock, $0.01 Par Value; 62,500,000 Shares Authorized, 26,034,198 Issued and Outstanding at June 30, 2020; 25,932,618 Issued and Outstanding at December 31, 2019 260 259
Capital in Excess of Par Value 530,224 523,762
Retained Earnings 240,989 259,903
Accumulated Other Comprehensive Loss (344,292) (348,725)
Total CONSOL Energy Inc. Stockholders' Equity 427,181 435,199
Noncontrolling Interest 128,694 137,196
TOTAL EQUITY 555,875 572,395
TOTAL LIABILITIES AND EQUITY $ 2,566,132 $ 2,693,802
v3.20.2
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares
Jun. 30, 2020
Dec. 31, 2019
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock shares authorized (in shares) 62,500,000 62,500,000
Common stock shares issued (in shares) 26,034,198 25,932,618
Common stock shares outstanding (in shares) 26,034,198 25,932,618
v3.20.2
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)
$ in Thousands
Cumulative Effect, Period of Adoption, Adjustment [Member]
Common Stock [Member]
Cumulative Effect, Period of Adoption, Adjustment [Member]
Additional Paid-in Capital [Member]
Cumulative Effect, Period of Adoption, Adjustment [Member]
Retained Earnings [Member]
Cumulative Effect, Period of Adoption, Adjustment [Member]
AOCI Attributable to Parent [Member]
Cumulative Effect, Period of Adoption, Adjustment [Member]
Parent [Member]
Cumulative Effect, Period of Adoption, Adjustment [Member]
Noncontrolling Interest [Member]
Cumulative Effect, Period of Adoption, Adjustment [Member]
CONSOL Coal Resources L P Member
Common Stock [Member]
CONSOL Coal Resources L P Member
Additional Paid-in Capital [Member]
CONSOL Coal Resources L P Member
Retained Earnings [Member]
CONSOL Coal Resources L P Member
AOCI Attributable to Parent [Member]
CONSOL Coal Resources L P Member
Parent [Member]
CONSOL Coal Resources L P Member
Noncontrolling Interest [Member]
CONSOL Coal Resources L P Member
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Parent [Member]
Noncontrolling Interest [Member]
Total
Balance at Dec. 31, 2018                             $ 274 $ 550,995 $ 182,148 $ (323,482) $ 409,935 $ 141,676 $ 551,611
Net Income (loss)                             0 0 14,435 0 14,435 5,868 20,303
Actuarially Determined Long-Term Liability Adjustments                             0 0 0 2,461 2,461 (1) 2,460
Comprehensive Income                             0 0 14,435 2,461 16,896 5,867 22,763
Issuance of Common Stock                             2   0 0 0 0 0
Issuance of Common Stock                               (2)          
Amortization of Stock-Based Compensation Awards                             0 7,053 0 0 7,053   7,450
Amortization of Stock-Based Compensation Awards                                       397  
Shares/Units Withheld for Taxes                             0 (3,863) 0 0 (3,863) (880) (4,743)
Distributions to Noncontrolling Interest                             0 0 0 0 0 (5,559) (5,559)
Balance at Mar. 31, 2019                             276 554,183 196,583 (321,021) 430,021 141,501 571,522
Balance at Dec. 31, 2018                             274 550,995 182,148 (323,482) 409,935 141,676 551,611
Net Income (loss)                                         69,133
Actuarially Determined Long-Term Liability Adjustments                                         4,919
Interest Rate Hedge                                         (264)
Comprehensive Income                                         73,788
Interest Rate Hedge                                         264
Balance at Jun. 30, 2019                             273 549,686 237,369 (318,825) 468,503 141,740 610,243
Balance at Mar. 31, 2019                             276 554,183 196,583 (321,021) 430,021 141,501 571,522
Net Income (loss)                             0 0 43,280 0 43,280 5,550 48,830
Actuarially Determined Long-Term Liability Adjustments                             0 0 0 2,460 2,460 (1) 2,459
Interest Rate Hedge                             0 0 0 (264) (264) 0 (264)
Comprehensive Income                             0 0 43,280 2,196 45,476 5,549 51,025
Amortization of Stock-Based Compensation Awards                             0 2,584 0 0 2,584   2,925
Amortization of Stock-Based Compensation Awards                                       341  
Distributions to Noncontrolling Interest                             0 0 0 0 0 (5,560) (5,560)
Interest Rate Hedge                             0 0 0 264 264 0 264
Repurchases of Common Stock                             (3) (7,053) (2,494) 0 (9,550) 0 (9,550)
Purchases of CCR Units               $ 0 $ (28) $ 0 $ 0 $ (28) $ (91) $ (119)              
Balance at Jun. 30, 2019                             273 549,686 237,369 (318,825) 468,503 141,740 610,243
Balance at Dec. 31, 2019                             259 523,762 259,903 (348,725) 435,199 137,196 572,395
Net Income (loss)                             0 0 2,367 0 2,367 108 2,475
Actuarially Determined Long-Term Liability Adjustments                             0 0 0 3,609 3,609 15 3,624
Interest Rate Hedge                             0 0 0 (2,773) (2,773) 0 (2,773)
Comprehensive Income                             0 0 2,367 836 3,203 123 3,326
Issuance of Common Stock                             1   0 0 0 0 0
Issuance of Common Stock                               (1)          
Amortization of Stock-Based Compensation Awards                             0 4,856 0 0 4,856   5,014
Amortization of Stock-Based Compensation Awards                                       158  
Shares/Units Withheld for Taxes                             0 (555) 0 0 (555) (217) (772)
Distributions to Noncontrolling Interest                             0 0 0 0 0 (5,575) (5,575)
Interest Rate Hedge                             0 0 0 2,773 2,773 0 2,773
Balance (Accounting Standards Update 2016-13 [Member]) at Mar. 31, 2020 $ 0 $ 0 $ (3,298) $ 0 $ (3,298) $ 0 $ (3,298)                            
Balance at Mar. 31, 2020                             260 528,062 258,972 (347,889) 439,405 131,685 571,090
Balance at Dec. 31, 2019                             259 523,762 259,903 (348,725) 435,199 137,196 572,395
Net Income (loss)                                         (18,588)
Actuarially Determined Long-Term Liability Adjustments                                         7,248
Interest Rate Hedge                                         (2,785)
Comprehensive Income                                         (14,125)
Interest Rate Hedge                                         2,785
Balance at Jun. 30, 2020                             260 530,224 240,989 (344,292) 427,181 128,694 555,875
Balance at Mar. 31, 2020                             260 528,062 258,972 (347,889) 439,405 131,685 571,090
Net Income (loss)                             0 0 (17,983) 0 (17,983) (3,080) (21,063)
Actuarially Determined Long-Term Liability Adjustments                             0 0 0 3,609 3,609 15 3,624
Interest Rate Hedge                             0 0 0 (12) (12) 0 (12)
Comprehensive Income                             0 0 (17,983) 3,597 (14,386) (3,065) (17,451)
Amortization of Stock-Based Compensation Awards                             0 2,162 0 0 2,162   2,236
Amortization of Stock-Based Compensation Awards                                       74  
Interest Rate Hedge                             0 0 0 12 12 0 12
Balance at Jun. 30, 2020                             $ 260 $ 530,224 $ 240,989 $ (344,292) $ 427,181 $ 128,694 $ 555,875
v3.20.2
Consolidated Statements of Stockholders' Equity (Unaudited) (Parentheticals)
$ in Thousands
3 Months Ended
Mar. 31, 2020
USD ($)
Cumulative Effect, Period of Adoption, Adjustment [Member] | Accounting Standards Update 2016-13 [Member]  
Cumulative Change in Accounting Principle, Tax $ 1,109
Actuarially Determined Long-Term Liability Adjustments, Tax 1,214
Unrealized Loss on Cash Flow Hedges, Tax $ 933
v3.20.2
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Cash Flows from Operating Activities:    
Net (Loss) Income $ (18,588) $ 69,133
Adjustments to Reconcile Net (Loss) Income to Net Cash Provided by Operating Activities:    
Depreciation, Depletion and Amortization 101,098 96,875
Gain on Sale of Assets (7,315) (1,272)
Stock/Unit-Based Compensation 7,250 10,375
Amortization of Debt Issuance Costs 3,146 3,470
(Gain) Loss on Debt Extinguishment (16,833) 24,643
Deferred Income Taxes (5,775) (15,770)
Equity in Earnings of Affiliates 586 0
Changes in Operating Assets:    
Accounts and Notes Receivable 42,469 (10,757)
Inventories (6,910) (2,545)
Prepaid Expenses and Other Assets 11,936 386
Changes in Other Assets 2,989 13,365
Changes in Operating Liabilities:    
Accounts Payable (37,669) (6,023)
Other Operating Liabilities (7,004) (1,054)
Changes in Other Liabilities (22,700) (15,025)
Net Cash Provided by Operating Activities 46,680 165,801
Cash Flows from Investing Activities:    
Capital Expenditures (46,447) (82,954)
Proceeds from Sales of Assets 689 1,300
Net Cash Used in Investing Activities (45,758) (81,654)
Cash Flows from Financing Activities:    
Proceeds from Finance Lease Obligations 16,293 0
Payments on Finance Lease Obligations (11,928) (9,132)
Repurchases of Common Stock 0 (9,550)
Distributions to Noncontrolling Interest (5,575) (11,119)
Shares/Units Withheld for Taxes (772) (4,743)
Debt-Related Financing Fees (9,002) (20,169)
Net Cash Used in Financing Activities (48,188) (174,714)
Net Decrease in Cash and Cash Equivalents and Restricted Cash (47,266) (90,567)
Cash and Cash Equivalents and Restricted Cash at Beginning of Period 80,293 264,935
Cash and Cash Equivalents and Restricted Cash at End of Period 33,027 174,368
Non-Cash Investing and Financing Activities:    
Finance Lease 13,003 0
Longwall Shield Rebuild 11,153 0
CONSOL Coal Resources L P Member    
Cash Flows from Financing Activities:    
Repurchases of Common Stock 0 (119)
Term Loan A Facility [Member]    
Cash Flows from Financing Activities:    
Proceeds from Term Loan 0 26,250
Payments on Debt (10,000) (3,750)
Term Loan B Facility [Member]    
Cash Flows from Financing Activities:    
Payments on Debt (1,375) (123,062)
Senior Secured Second Lien Notes due 2025 [Member]    
Cash Flows from Financing Activities:    
Payments on Debt (25,480) (19,320)
Other Asset Backed Financing [Member]    
Cash Flows from Financing Activities:    
Payments on Debt $ (349) $ 0
v3.20.2
Note 1 - Basis of Presentation
6 Months Ended
Jun. 30, 2020
Notes to Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

NOTE 1—BASIS OF PRESENTATION:

 

Basis of Presentation

 

The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“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. Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for future periods.

 

The Consolidated Balance Sheet at December 31, 2019 has been derived from the Audited Consolidated Financial Statements at that date but does not include all disclosures required by GAAP. This Form 10-Q report should be read in conjunction with CONSOL Energy Inc.'s Annual Report on Form 10-K for the year ended December 31, 2019.

 

Basis of Consolidation

 

The Consolidated Financial Statements include the accounts of CONSOL Energy Inc. and its wholly-owned and majority-owned and/or controlled subsidiaries. The portion of these entities that is not owned by the Company is presented as non-controlling interest. All significant intercompany transactions and accounts have been eliminated in consolidation.

 

Recent Accounting Pronouncements

 

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04 - Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this Update provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. In response to concerns about structural risks of interbank offered rates (IBORs), and, particularly, the risk of cessation of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. This Update also provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this Update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments in this Update are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments in this Update must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. Management has elected to apply this Update subsequent to March 12, 2020. Management is currently evaluating the impact of this guidance, but does not expect this update to have a material impact on the Company's financial statements.

 

In January 2020, the FASB issued ASU 2020-01 - Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). The amendments in this Update clarify certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative or a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with Topic 825, Financial Instruments. These amendments improve current GAAP by reducing diversity in practice and increasing comparability of the accounting for these interactions. The amendments in this Update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. Management does not expect this update to have a material impact on the Company's financial statements.

 

In December 2019, the FASB issued ASU 2019-12 - Income Taxes (Topic 740) to reduce the complexity of accounting for income taxes while maintaining or improving the usefulness of the information provided to users of financial statements. The amendments in Update 2019-12 will remove the following exceptions: (1) the exception to the incremental approach for intra-period tax allocation; (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments; and (3) the exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The amendments in Update 2019-12 will also simplify the accounting for income taxes in the areas of franchise tax, step up in the tax basis of goodwill associated with a business combination, allocation of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements, and presentation of the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The Update adds minor codification improvements for income taxes related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. These changes will be effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. Management does not expect this update to have a material impact on the Company'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 presentation of the Company’s financial statements.

 

Earnings per Share

 

Basic earnings per share are computed by dividing net income attributable to CONSOL Energy Inc. shareholders by the weighted average shares outstanding during the reporting period. Dilutive earnings per share are computed similarly to basic earnings per share, except that the weighted average shares outstanding are increased to include additional shares from restricted stock units and performance share units, if dilutive. The number of additional shares is calculated by assuming that outstanding restricted stock units and performance share units were released, and that the proceeds from such activities were used to acquire shares of common stock at the average market price during the reporting period. 

 

The table below sets forth the share-based awards that have been excluded from the computation of diluted earnings per share because their effect would be anti-dilutive:

 

  

For the Three Months Ended

  

For the Six Months Ended

 
  

June 30,

  

June 30,

 
  

2020

  

2019

  

2020

  

2019

 

Anti-Dilutive Restricted Stock Units

  1,516,956   168,460   1,259,588   6,860 

Anti-Dilutive Performance Share Units

  29,062   41,675   29,061   41,675 
   1,546,018   210,135   1,288,649   48,535 

 

The computations for basic and dilutive earnings per share are as follows:

 

  

For the Three Months Ended

  

For the Six Months Ended

 

Dollars in thousands, except per share data

 

June 30,

  

June 30,

 
  

2020

  

2019

  

2020

  

2019

 

Numerator:

                

Net (Loss) Income

 $(21,063) $48,830  $(18,588) $69,133 

Less: Net (Loss) Income Attributable to Noncontrolling Interest

  (3,080)  5,550   (2,972)  11,418 

Net (Loss) Income Attributable to CONSOL Energy Inc. Shareholders

 $(17,983) $43,280  $(15,616) $57,715 
                 

Denominator:

                

Weighted-average shares of common stock outstanding

  26,031,103   27,498,021   26,009,129   27,514,349 

Effect of dilutive shares*

     284,259      270,454 

Weighted-average diluted shares of common stock outstanding

  26,031,103   27,782,280   26,009,129   27,784,803 
                 

(Loss) Earnings per Share:

                

Basic

 $(0.69) $1.57  $(0.60) $2.10 

Dilutive

 $(0.69) $1.56  $(0.60) $2.08 

*During periods in which the Company incurs a net loss, diluted weighted average shares outstanding are equal to basic weighted average shares outstanding because the effect of all equity awards is anti-dilutive.

 

As of June 30, 2020, CONSOL Energy has 500,000 shares of preferred stock, none of which are issued or outstanding.

v3.20.2
Note 2 - Revenue
6 Months Ended
Jun. 30, 2020
Notes to Financial Statements  
Revenue from Contract with Customer [Text Block]

NOTE 2—REVENUE:

 

The following table disaggregates CONSOL Energy's revenue from contracts with customers to depict how the nature, amount, timing and uncertainty of the Company's revenues and cash flows are affected by economic factors:

 

  

Three Months Ended

  

Six Months Ended

 
  

June 30, 2020

  

June 30, 2019

  

June 30, 2020

  

June 30, 2019

 

Coal Revenue

 $102,313  $350,620  $357,765  $683,123 

Terminal Revenue

  15,898   16,708   32,399   34,526 

Freight Revenue

  3,085   3,854   6,232   10,516 

Total Revenue from Contracts with Customers

 $121,296  $371,182  $396,396  $728,165 

 

Coal Revenue

 

CONSOL Energy's coal revenue is generally recognized when title passes to the customer 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. The Company's 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, which represent market-driven price adjustments, wherein no additional value is exchanged, in addition to a fixed base price per ton. The Company’s coal contracts generally do not allow for retroactive adjustments to pricing after title to the coal has passed. The Company's 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 the Company's contracts is based on the total amount of consideration to which the Company expects 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 the Company's performance obligations based on relative stand-alone selling prices determined at contract inception. The Company has determined that each ton of coal represents a separate and distinct performance obligation. Some of the Company's contracts span multiple years and have annual pricing modifications, based upon market-driven or inflationary adjustments, where no additional value is exchanged. Management believes that the invoice price is the most appropriate rate at which to recognize revenue.

 

While CONSOL Energy does, from time to time, experience costs of obtaining coal customer contracts with amortization periods greater than one year, those costs are generally immaterial to the Company's net income. At June 30, 2020 and December 31, 2019, the Company did not have any capitalized costs to obtain customer contracts on its Consolidated Balance Sheets. As of and for the three and six months ended June 30, 2020 and 2019, the Company has not recognized any amortization of previously existing capitalized costs of obtaining customer contracts. Further, the Company has not recognized any coal revenue in the current period that is not a result of current period performance.

 

Terminal Revenue

 

Terminal revenues are attributable to the Company's CONSOL Marine Terminal and include revenues earned from providing receipt and unloading of coal from rail cars, transporting coal from the receipt point to temporary storage or stockpile facilities located at the Terminal, stockpiling, blending, weighing, sampling, redelivery, and loading of coal onto vessels. Revenues for these services are generally earned on a rateable basis, and performance obligations are considered fulfilled as the services are performed.

    

The CONSOL Marine Terminal does not normally experience material costs of obtaining customer contracts with amortization periods greater than one year. At June 30, 2020 and December 31, 2019, the Company did not have any capitalized costs to obtain customer contracts on its Consolidated Balance Sheets. As of and for the three and six months ended June 30, 2020 and 2019, the Company has not recognized any amortization of previously existing capitalized costs of obtaining Terminal customer contracts. Further, the Company has not recognized any revenue in the current period that is not a result of current period performance.

 

Freight Revenue

 

Some of CONSOL Energy's coal contracts require that the Company sell its coal at locations other than its central preparation plant. The cost to transport the Company's coal to the ultimate sales point is passed through to the Company's customers and CONSOL Energy recognizes the freight revenue equal to the transportation costs when title of the coal passes to the customer.

 

Contract Balances

 

Contract assets are recorded separately from trade receivables in the Company's Consolidated Balance Sheets and are reclassified to trade receivables as title passes to the customer and the Company's right to consideration becomes unconditional. Payments for coal shipments are typically due within two to four weeks from the invoice date. CONSOL Energy typically does not have material contract assets that are stated separately from trade receivables since the Company's performance obligations are satisfied as control of the goods or services passes to the customer, thereby granting the Company an unconditional right to receive consideration. Contract liabilities relate to consideration received in advance of the satisfaction of the Company'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.

v3.20.2
Note 3 - Miscellaneous Other Income
6 Months Ended
Jun. 30, 2020
Notes to Financial Statements  
Interest and Other Income [Text Block]

NOTE 3—MISCELLANEOUS OTHER INCOME:

 

   

For the Three Months Ended June 30,

   

For the Six Months Ended June 30,

 
   

2020

   

2019

   

2020

   

2019

 

Contract Buyout

  $ 30,144     $ 1,342     $ 40,969     $ 2,390  

Royalty Income - Non-Operated Coal

    2,893       5,677       7,397       11,887  

Property Easements and Option Income

    413       450       476       1,429  

Rental Income

    325       681       822       1,298  

Interest Income

    122       757       366       1,644  

Purchased Coal Sales

          2,730             5,916  

Other

    39       557       76       922  

Miscellaneous Other Income

  $ 33,936     $ 12,194     $ 50,106     $ 25,486  

 

The increase in Contract Buyout income was primarily the result of partial contract buyouts that involved negotiations to reduce coal quantities of several customer contracts in exchange for payment of certain fees to the Company, and do not impact forward contract terms.

 

v3.20.2
Note 4 - Components of Pension and Other Post-employment Benefit (OPEB) Plans Net Periodic Benefit Costs
6 Months Ended
Jun. 30, 2020
Notes to Financial Statements  
Retirement Benefits [Text Block]

NOTE 4—COMPONENTS OF PENSION AND OTHER POST-EMPLOYMENT BENEFIT (OPEB) PLANS NET PERIODIC BENEFIT COSTS:

 

The components of Net Periodic Benefit (Credit) Cost are as follows:

 

   

Pension Benefits

   

Other Post-Employment Benefits

 
   

Three Months Ended

   

Six Months Ended

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

   

June 30,

   

June 30,

 
   

2020

   

2019

   

2020

   

2019

   

2020

   

2019

   

2020

   

2019

 

Service Cost

  $ 295     $ 987     $ 591     $ 1,975     $     $     $     $  

Interest Cost

    5,044       6,275       10,088       12,551       3,199       4,580       6,398       9,160  

Expected Return on Plan Assets

    (10,455 )     (10,114 )     (20,910 )     (20,229 )                        

Amortization of Prior Service Credits

          (92 )           (183 )     (602 )     (601 )     (1,203 )     (1,203 )

Amortization of Actuarial Loss

    1,731       1,490       3,461       2,979       2,320       2,315       4,639       4,631  

Net Periodic Benefit (Credit) Cost

  $ (3,385 )   $ (1,454 )   $ (6,770 )   $ (2,907 )   $ 4,917     $ 6,294     $ 9,834     $ 12,588  

 

(Credits) expenses related to pension and other post-employment benefits are reflected in Operating and Other Costs in the Consolidated Statements of Income.

v3.20.2
Note 5 - Components of Coal Workers' Pneumoniosis (CWP) and Workers' Compensation Net Periodic Benefit Costs
6 Months Ended
Jun. 30, 2020
Notes to Financial Statements  
Pneumoconiosis Benefits And Workers Compensation Disclosure [Text Block]

NOTE 5—COMPONENTS OF COAL WORKERS’ PNEUMOCONIOSIS (CWP) AND WORKERS’ COMPENSATION NET PERIODIC BENEFIT COSTS:

 

The components of Net Periodic Benefit Cost are as follows:

 

   

CWP

   

Workers' Compensation

 
   

Three Months Ended

   

Six Months Ended

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

   

June 30,

   

June 30,

 
   

2020

   

2019

   

2020

   

2019

   

2020

   

2019

   

2020

   

2019

 

Service Cost

  $ 1,151     $ 948     $ 2,302     $ 1,896     $ 1,569     $ 1,421     $ 3,138     $ 2,842  

Interest Cost

    1,552       1,750       3,103       3,500       461       646       922       1,293  

Amortization of Actuarial Loss (Gain)

    1,401       254       2,802       508       (122 )     (193 )     (244 )     (387 )

State Administrative Fees and Insurance Bond Premiums

                            461       574       1,082       1,161  

Net Periodic Benefit Cost

  $ 4,104     $ 2,952     $ 8,207     $ 5,904     $ 2,369     $ 2,448     $ 4,898     $ 4,909  

 

v3.20.2
Note 6 - Income Taxes
6 Months Ended
Jun. 30, 2020
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

NOTE 6—INCOME TAXES:

 

The Company has evaluated the impact of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which was signed into law by the President of the United States in March 2020. The CARES Act has various income tax related provisions, including temporary net operating loss carryback and limitation measures, a relaxation of the limitation on interest deductions, the postponement of statutory filing dates, and a technical correction of the 2017 Tax Cuts and Jobs Act related to qualified improvement property.

 

The Company's year-to-date tax rate is based on its estimated full year effective tax rate. The effective tax rate for the three and six months ended June 30, 2020 differs from the U.S. federal statutory rate of 21%, primarily due to the income tax benefit for excess percentage depletion, offset by the impact of discrete tax expense related to equity compensation and the unfavorable impact on percentage depletion related to the additional interest deduction available under the CARES Act. The CARES Act increased the amount of deductible interest from 30% of adjusted taxable income to 50% for tax years 2019 and 2020, which generates current cash tax benefit, but also reduces the base of earnings upon which percentage depletion was computed. The effective tax rate for the three and six months ended June 30, 2020 was 29.9% and 27.0%, respectively, composed of tax expense of 37.9% and 36.5%, respectively, from operations and a discrete tax benefit of $902 related to equity compensation and $1,139 related to the effect of the CARES Act, as noted above.

 

The effective tax rate for the three and six months ended June 30, 2019 was (3.9)% and (4.0)%, respectively. The six-month rate is composed of a tax benefit of (3.4)% from operations and a discrete tax benefit of (0.6)% primarily related to equity compensation. The effective tax rate for the three and six months ended June 30, 2019 differs from the U.S. federal statutory rate of 21%, primarily due to the income tax benefit for excess percentage depletion.

 

The Company utilizes the “more likely than not” standard in recognizing a tax benefit in its financial statements. For the six months ended June 30, 2020 and the year ended December 31, 2019, the Company did not have any unrecognized tax benefits. If accrual for interest or penalties is required, it is the Company's policy to include these as a component of income tax expense.

 

The Company is subject to taxation in the United States and its various states, as well as Canada and its various provinces. Under the provisions of the tax matters agreement entered into between the Company and its former parent on November 28, 2017 (the “TMA”), certain subsidiaries of the Company are subject to examination for tax years for the period January 1, 2016 through the six months ended June 30, 2020 for certain state and foreign returns. Further, the Company is subject to examination for the period November 28, 2017 through the six months ended June 30, 2020 for federal and certain state returns.

v3.20.2
Note 7 - Credit Losses
6 Months Ended
Jun. 30, 2020
Notes to Financial Statements  
Credit Loss, Financial Instrument [Text Block]

NOTE 7—CREDIT LOSSES:

 

Effective January 1, 2020, the Company adopted ASU 2016-013, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments using a modified retrospective approach. This ASU replaces the incurred loss impairment model with an expected credit loss impairment model for financial instruments, including trade and other receivables. The amendment requires entities to consider forward-looking information to estimate expected credit losses, resulting in earlier recognition of losses for receivables that are current or not yet due, which were not considered under previous accounting guidance. The Company recorded a cumulative-effect adjustment to retained earnings in the amount of $3,298, net of $1,109 of income taxes, for expected credit losses on financial assets at the adoption date.

 

The following table illustrates the impact of ASC 326.

 

   

January 1, 2020

 
   

As Reported Under ASC 326

   

Pre-ASC 326 Adoption

   

Impact of ASC 326 Adoption

 
                         

Trade Receivables

  $ 3,051     $ 2,100     $ 951  

Other Receivables

    3,372       711       2,661  

Other Assets

    795             795  

Allowance for Credit Losses on Receivables

  $ 7,218     $ 2,811     $ 4,407  

 

The Company is exposed to credit losses primarily through sales of products and services. The Company's expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade and other accounts receivables. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is based on an aging of the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company's monitoring activities include timely account reconciliations, dispute resolution, payment confirmation, consideration of customers' financial condition and macroeconomic conditions.

 

Balances are written off when determined to be uncollectible. The Company considered the current and expected future economic and market conditions surrounding the novel coronavirus (COVID-19) pandemic and determined that the estimate of credit losses was not significantly impacted.

 

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for changes to the assessment of anticipated payment, changes in economic conditions, current industry trends in the markets the Company serves, and changes in the financial health of the Company's counterparties.

 

The following table provides a roll-forward of the allowance for credit losses by portfolio segment that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected.

 

   

Trade Receivables

   

Other Receivables

   

Other Assets

 
                         

Beginning Balance, January 1, 2020

  $ 2,100     $ 711     $  

Adoption of ASU 2016-13, cumulative-effect adjustment to retained earnings

    951       2,661       795  

Provision for expected credit losses

    1,823       1,460       (186 )

Ending Balance, June 30, 2020

  $ 4,874     $ 4,832     $ 609  

 

v3.20.2
Note 8 - Inventories
6 Months Ended
Jun. 30, 2020
Notes to Financial Statements  
Inventory Disclosure [Text Block]

NOTE 8—INVENTORIES:

 

Inventory components consist of the following:

 

   

June 30,

   

December 31,

 
   

2020

   

2019

 

Coal

  $ 6,970     $ 2,484  

Supplies

    54,071       51,647  

Total Inventories

  $ 61,041     $ 54,131  

 

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, 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 the Company's coal operations.

v3.20.2
Note 9 - Accounts Receivable Securitization
6 Months Ended
Jun. 30, 2020
Notes to Financial Statements  
Accounts Receivable Securitization [Text Block]

NOTE 9—ACCOUNTS RECEIVABLE SECURITIZATION:

 

CONSOL Energy and certain of its U.S. subsidiaries are parties to a trade accounts receivable securitization facility with financial institutions for the sale on a continuous basis of eligible trade accounts receivable. In March 2020, the securitization facility was amended to, among other things, extend the maturity date from August 30, 2021 to March 27, 2023.

 

Pursuant to the securitization facility, CONSOL Thermal Holdings LLC sells current and future trade receivables to CONSOL Pennsylvania Coal Company LLC. CONSOL Marine Terminals LLC and CONSOL Pennsylvania Coal Company LLC sell and/or contribute current and future trade receivables (including receivables sold to CONSOL Pennsylvania Coal Company LLC by CONSOL Thermal Holdings LLC) to CONSOL Funding LLC (the “SPV”). The SPV, in turn, pledges its interests in the receivables to PNC Bank, which either makes loans or issues letters of credit on behalf of the SPV. The maximum amount of advances and letters of credit outstanding under the securitization facility may not exceed $100 million.

 

Loans under the securitization facility 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 facility also 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.

 

At June 30, 2020, the Company's eligible accounts receivable yielded $22,923 of borrowing capacity. At June 30, 2020, the facility had no outstanding borrowings and $21,772 of letters of credit outstanding, leaving available borrowing capacity of $1,151. At December 31, 2019, the Company's eligible accounts receivable yielded $41,282 of borrowing capacity. At December 31, 2019, the facility had no outstanding borrowings and $41,211 of letters of credit outstanding, leaving available borrowing capacity of $71. Costs associated with the receivables facility totaled $292 and $633 for the three and six months ended June 30, 2020, respectively, and $370 and $751 for the three and six months ended June 30, 2019, respectively. These costs have been recorded as financing fees which are included in Operating and Other Costs in the Consolidated Statements of Income. The Company has not derecognized any receivables due to its continued involvement in the collections efforts.

 

v3.20.2
Note 10 - Property, Plant and Equipment
6 Months Ended
Jun. 30, 2020
Notes to Financial Statements  
Property, Plant and Equipment Disclosure [Text Block]

NOTE 10—PROPERTY, PLANT AND EQUIPMENT:

 

Property, plant and equipment consists of the following:

 

   

June 30,

   

December 31,

 
   

2020

   

2019

 

Plant and Equipment

  $ 3,072,238     $ 3,028,514  

Coal Properties and Surface Lands

    873,809       872,909  

Airshafts

    447,417       437,003  

Mine Development

    343,261       342,706  

Advance Mining Royalties

    327,217       327,048  

Total Property, Plant and Equipment

    5,063,942       5,008,180  

Less: Accumulated Depreciation, Depletion and Amortization

    2,996,331       2,916,015  

Total Property, Plant and Equipment, Net

  $ 2,067,611     $ 2,092,165  

 

Coal reserves are controlled either through fee ownership or by lease. The duration of the leases vary; however, the lease terms are generally 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 June 30, 2020 and December 31, 2019, property, plant and equipment includes gross assets under finance leases of $81,571 and $52,729, respectively. Accumulated amortization for finance leases was $43,375 and $31,373 at June 30, 2020 and December 31, 2019, respectively. Amortization expense for assets under finance leases approximated $5,538 and $3,920 for the three months ended June 30, 2020 and 2019 and $10,502 and $7,834 for the six months ended June 30, 2020 and 2019, respectively, and is included in Depreciation, Depletion and Amortization in the accompanying Consolidated Statements of Income.

v3.20.2
Note 11 - Other Accrued Liabilities
6 Months Ended
Jun. 30, 2020
Notes to Financial Statements  
Accounts Payable and Accrued Liabilities Disclosure [Text Block]

NOTE 11—OTHER ACCRUED LIABILITIES:

 

   

June 30,

   

December 31,

 
   

2020

   

2019

 

Subsidence Liability

  $ 90,849     $ 90,645  

Accrued Payroll and Benefits

    19,142       21,102  

Accrued Equipment Obligations

    6,550        

Accrued Interest

    5,737       6,281  

Other

    22,340       21,034  

Current Portion of Long-Term Liabilities:

               

Postretirement Benefits Other than Pensions

    30,884       31,833  

Asset Retirement Obligations

    22,057       21,741  

Operating Lease Liability

    19,790       19,479  

Pneumoconiosis Benefits

    12,172       12,331  

Workers' Compensation

    11,005       11,323  

Total Other Accrued Liabilities

  $ 240,526     $ 235,769  

 

v3.20.2
Note 12 - Long-term Debt
6 Months Ended
Jun. 30, 2020
Notes to Financial Statements  
Long-term Debt [Text Block]

NOTE 12—LONG-TERM DEBT:

 

  

June 30,

  

December 31,

 
  

2020

  

2019

 

Debt:

        

Term Loan B due in September 2024 (Principal of $271,563 and $272,938 less Unamortized Discount of $1,062 and $1,187, 4.68% and 6.30% Weighted Average Interest Rate, respectively)

 $270,501  $271,751 

11.00% Senior Secured Second Lien Notes due November 2025

  178,452   221,628 

MEDCO Revenue Bonds in Series due September 2025 at 5.75%

  102,865   102,865 

Term Loan A due in March 2023 (5.50% and 5.55% Weighted Average Interest Rate, respectively)

  78,750   88,750 

Other Asset-Backed Financing Arrangements

  20,092   9,289 

Advance Royalty Commitments (10.78% Weighted Average Interest Rate)

  1,895   1,895 

Less: Unamortized Debt Issuance Costs

  11,478   10,323 
   641,077   685,855 

Less: Amounts Due in One Year*

  45,717   32,053 

Long-Term Debt

 $595,360  $653,802 

 

* Excludes current portion of Finance Lease Obligations of $21,208 and $18,219 at June 30, 2020 and December 31, 2019, respectively.

 

In November 2017, CONSOL Energy entered into a revolving credit facility with commitments up to $300 million (the “Revolving Credit Facility”), a Term Loan A Facility of up to $100 million (the “TLA Facility”) and a Term Loan B Facility of up to $400 million (the “TLB Facility”, and together with the Revolving Credit Facility and the TLA Facility, the “Senior Secured Credit Facilities”). On March 28, 2019, the Company amended the Senior Secured Credit Facilities to increase the borrowing commitment of the Revolving Credit Facility to $400 million and reallocate the principal amounts outstanding under the TLA Facility and TLB Facility. On June 5, 2020, the Company amended the Senior Secured Credit Facilities (the “amendment”) to provide eight quarters of financial covenant relaxation, effect an increase in the rate at which borrowings under the Revolving Credit Facility and the TLA Facility bear interest, and add an anti-cash hoarding provision. Borrowings under the Company's Senior Secured Credit Facilities bear interest at a floating rate which can be, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) an alternate base rate plus an applicable margin. The applicable margin for the Revolving Credit Facility and TLA Facility depends on the total net leverage ratio, whereas the applicable margin for the TLB Facility is fixed. The amendment increased the applicable margin by 50 basis points on both the Revolving Credit Facility and the TLA Facility. The maturity date of the Revolving Credit and TLA Facilities is March 28, 2023. The TLB Facility's maturity date is September 28, 2024. Obligations under the Senior Secured Credit Facilities (Term Loan B and Term Loan A, together with the Revolving Credit Facility, on which there were no outstanding borrowings at June 30, 2020) are guaranteed by (i) all owners of the 75% undivided economic interest in the PAMC held by the Company, (ii) any other members of the Company’s group that own any portion of the collateral securing the Revolving Credit Facility, and (iii) subject to certain customary exceptions and agreed materiality thresholds, all other existing or future direct or indirect wholly-owned restricted subsidiaries of the Company (excluding the Partnership and its wholly-owned subsidiaries). The obligations are secured by, subject to certain exceptions (including a limitation of pledges of equity interests in certain subsidiaries and certain thresholds with respect to real property), a first-priority lien on (i) the Company’s 75% undivided economic interest in the PAMC, (ii) the limited partner units of the Partnership held by the Company, (iii) the equity interests in CONSOL Coal Resources GP LLC held by the Company (iv) the CONSOL Marine Terminal and (v) the 1.5 billion tons of Greenfield Reserves.

 

The Senior Secured Credit Facilities contain a number of customary affirmative covenants. In addition, the Senior Secured Credit Facilities contain a number of negative covenants, including (subject to certain exceptions) limitations on (among other things): indebtedness, liens, investments, acquisitions, dispositions, restricted payments, and prepayments of junior indebtedness. The amendment added additional conditions to be met for the covenants relating to investments in joint ventures, general investments, share repurchases, dividends, and repurchases of Second Lien Notes. The additional conditions require no outstanding borrowings and no more than $200 million of outstanding letters of credit on the Revolving Credit Facility. Further restrictions apply to investments in joint ventures, share repurchases and dividends that require the total net leverage ratio shall not be greater than 2.00 to 1.00.

 

The Revolving Credit Facility and TLA Facility also include covenants relating to (i) a maximum first lien gross leverage ratio, (ii) a maximum total net leverage ratio, and (iii) a minimum fixed charge coverage ratio.  The maximum first lien gross leverage ratio is calculated as the ratio of Consolidated First Lien Debt to Consolidated EBITDA, excluding the Partnership. Consolidated EBITDA, as used in the covenant calculation, excludes non-cash compensation expenses, non-recurring transaction expenses, extraordinary gains and losses, gains and losses on discontinued operations, non-cash charges related to legacy employee liabilities and gains and losses on debt extinguishment, and includes cash distributions received from the Partnership and subtracts cash payments related to legacy employee liabilities. The maximum total net leverage ratio is calculated as the ratio of Consolidated Indebtedness, minus Cash on Hand, to Consolidated EBITDA, excluding the Partnership. The minimum fixed charge coverage ratio is calculated as the ratio of Consolidated EBITDA to Consolidated Fixed Charges, excluding the Partnership. Consolidated Fixed Charges, as used in the covenant calculation, include cash interest payments, cash payments for income taxes, scheduled debt repayments, dividends paid, and Maintenance Capital Expenditures. The amendment revised the financial covenants applicable to the Revolving Credit Facility and TLA Facility relating to the maximum first lien gross leverage ratio, maximum total net leverage ratio and minimum fixed charge coverage ratio, so that for the fiscal quarters ending June 30, 2020 through March 31, 2021, the maximum first lien gross leverage ratio shall be 2.50 to 1.00, the maximum total net leverage ratio shall be 3.75 to 1.00, and the minimum fixed charge coverage ratio shall be 1.00 to 1.00; for the fiscal quarters ending June 30, 2021 through September 30, 2021, the maximum first lien gross leverage ratio shall be 2.25 to 1.00 and the maximum total net leverage ratio shall be 3.50 to 1.00; for the fiscal quarters ending June 30, 2021 through March 31, 2022, the minimum fixed charge coverage ratio shall be 1.05 to 1.00; for the fiscal quarters ending December 31, 2021 through March 31, 2022, the maximum first lien gross leverage ratio shall be 2.00 to 1.00 and the maximum total net leverage ratio shall be 3.25 to 1.00; and for the fiscal quarters ending on or after June 30, 2022, the maximum first lien gross leverage ratio shall be 1.75 to 1.00, the maximum total net leverage ratio shall be 2.75 to 1.00 and the minimum fixed charge coverage ratio shall be 1.10 to 1.00. The maximum first lien gross leverage ratio was 1.97 to 1.00 at June 30, 2020. The maximum total net leverage ratio was 3.19 to 1.00 at June 30, 2020. The minimum fixed charge coverage ratio was 1.15 to 1.00 at June 30, 2020. The Company was in compliance with all of its debt covenants as of June 30, 2020. The Company is continuing to actively monitor the effects of the ongoing COVID-19 pandemic on its liquidity and capital resources. We took several steps in the first half of 2020 to reinforce our liquidity. From a coal shipment perspective, we seemed to have hit the bottom in May 2020. However, if the demand for our coal continues to decrease, this could adversely affect our liquidity in future quarters and, as a result, our ability to comply with these covenants over the next twelve months.

 

The TLB Facility also includes a financial covenant that requires the Company to repay a certain amount of its borrowings under the TLB Facility within ten business days after the date it files its Form 10-K with the Securities and Exchange Commission if the Company has excess cash flow (as defined in the credit agreement for the Senior Secured Credit Facilities) during the year covered by the applicable Form 10-K. During the six months ended June 30, 2019, CONSOL Energy made the required repayment of approximately $110 million based on the amount of the Company's excess cash flow as of December 31, 2018. For fiscal year 2018, such repayment was equal to 75% of the Company's excess cash flow less any voluntary prepayments of its borrowings under the TLB Facility made by the Company during 2018. For all subsequent fiscal years, the required repayment is equal to a certain percentage of the Company’s excess cash flow for such year, ranging from 0% to 75% depending on the Company’s total net leverage ratio, less the amount of certain voluntary prepayments made by the Company, if any, under the TLB Facility during such fiscal year. Based on the Company's excess cash flow calculation, no repayment was required with respect to the year ended December 31, 2019. The amount of excess cash flow is a covenant feature only applicable as of the Company's year-end and will be calculated as of December 31, 2020.

 

At June 30, 2020, the Revolving Credit Facility had no borrowings outstanding and $87,654 of letters of credit outstanding, leaving $312,346 of unused capacity. At December 31, 2019, the Revolving Credit Facility had no borrowings outstanding and $69,588 of letters of credit outstanding, leaving $330,412 of unused capacity. From time to time, CONSOL Energy is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies' statutes and regulations. CONSOL Energy sometimes uses letters of credit to satisfy these requirements and these letters of credit reduce the Company's borrowing facility capacity.

 

In November 2017, CONSOL Energy issued $300 million in aggregate principal amount of 11.00% Senior Secured Second Lien Notes due 2025 (the “Second Lien Notes”) pursuant to an indenture (the “Indenture”) dated as of November 13, 2017, by and between the Company and UMB Bank, N.A., a national banking association, as trustee and collateral trustee (the “Trustee”). On November 28, 2017, certain subsidiaries of the Company executed a supplement to the Indenture and became party to the Indenture as a guarantor (the “Guarantors”). The Second Lien Notes are secured by second priority liens on substantially all of the assets of the Company and the Guarantors that are pledged and on a first-priority basis as collateral securing the Company’s obligations under the Senior Secured Credit Facilities (described above), subject to certain exceptions under the Indenture. The Indenture contains covenants that will limit the ability of the Company and the Guarantors, to (i) incur, assume or guarantee additional indebtedness or issue preferred stock; (ii) create liens to secure indebtedness; (iii) declare or pay dividends on the Company’s common stock, redeem stock or make other distributions to the Company’s stockholders; (iv) make investments; (v) restrict dividends, loans or other asset transfers from the Company’s restricted subsidiaries; (vi) merge or consolidate, or sell, transfer, lease or dispose of substantially all of the Company’s assets; (vii) sell or otherwise dispose of certain assets, including equity interests in subsidiaries; (viii) enter into transactions with affiliates; and (ix) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. If the Second Lien Notes achieve an investment grade rating from both Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc. and no default under the Indenture exists, many of the foregoing covenants will terminate and cease to apply.

 

During the six months ended June 30, 2020, the Company repurchased $43,176 of its outstanding 11.00% Senior Secured Second Lien Notes due in 2025. During the six months ended June 30, 2019, the Company made a required repayment of approximately $110 million on the TLB Facility (discussed above) and amended the Senior Secured Credit Facilities. The Company also repurchased $19,320 of its outstanding 11.00% Senior Secured Second Lien Notes due in 2025 during the six months ended June 30, 2019. As part of these transactions, $16,833 was included in Loss (Gain) on Debt Extinguishment on the Consolidated Statements of Income for the six months ended June 30, 2020, and $1,500 and $24,643 was included in Loss (Gain) on Debt Extinguishment on the Consolidated Statements of Income for the three and six months ended June 30, 2019, respectively.

 

The Company is a borrower under two asset-backed financing arrangements related to certain equipment. The equipment, which has an approximate value of $20,092, fully collateralizes the loans. As of June 30, 2020, a total of $16,924 matures in December 2020 and $3,168 matures in September 2024. The loans had a weighted average interest rate of 4.29% and 5.07% at June 30, 2020 and December 31, 2019, respectively.

 

During the year ended December 31, 2019, the Company entered into interest rate swaps, which effectively converted $150,000 of the TLB Facility's floating interest rate to a fixed interest rate for the twelve months ending December 31, 2020 and 2021, and $50,000 of the TLB Facility's floating interest rate to a fixed interest rate for the twelve months ending December 31, 2022. The interest rate swaps qualify for cash flow hedge accounting treatment and as such, the change in the fair value of the interest rate swaps is recorded on the Company's Consolidated Balance Sheets as an asset or liability. The effective portion of the gains or losses is reported as a component of accumulated other comprehensive loss and the ineffective portion is reported in earnings. At June 30, 2020 and December 31, 2019, the interest rate swap contracts were reflected in the Consolidated Balance Sheets at their fair value of $3,877 and $154, respectively, which is recorded in Other Accrued Liabilities and Other Liabilities. The fair value of the interest rate swaps reflected an unrealized loss of $2,785 (net of $937 tax) at June 30, 2020. The unrealized loss is included on the Consolidated Statements of Stockholders' Equity as part of accumulated other comprehensive loss, as well as on the Consolidated Statements of Comprehensive Income as unrealized loss on cash flow hedges. Some of the Company's interest rate swaps reached their effective date in the six months ended June 30, 2020. As such, a loss of $430 was recognized in interest expense in the Consolidated Statements of Income for the six months ended June 30, 2020. During 2020, notional amounts of $150,000 will become effective. Based on the fair value of the Company's cash flow hedges at June 30, 2020, the Company expects expense of approximately $2,050 to be reclassified into earnings in the next 12 months.

 

v3.20.2
Note 13 - Commitments and Contingent Liabilities
6 Months Ended
Jun. 30, 2020
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

NOTE 13—COMMITMENTS AND CONTINGENT LIABILITIES:

 

The Company and its former parent entered into a separation and distribution agreement on November 28, 2017 that implemented the legal and structural separation of the Company from its former parent. The separation and distribution agreement also identified the assets of the Coal Business that were transferred to the Company and the liabilities and contracts related to the Coal Business that were assumed by the Company as part of the separation and distribution, and provides post-closing indemnification obligations and procedures between the Company and its former parent relating to the liabilities of the Coal Business that the Company assumed.

 

The Company 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 business. The Company accrues the estimated loss for these lawsuits and claims when the loss is probable and reasonably estimable. The Company’s 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 Company as of June 30, 2020. It is possible that the aggregate loss in the future with respect to these lawsuits and claims could ultimately be material to the Company’s financial position, results of operations or cash flows; however, such amounts cannot be reasonably estimated. The amount claimed against the Company as of June 30, 2020 is disclosed below when an amount is expressly stated in the lawsuit or claim, which is not often the case.

 

Fitzwater Litigation: Three nonunion retired coal miners have sued Fola Coal Company LLC, Consolidation Coal Company (“CCC”) and CONSOL of Kentucky Inc. (“COK”) (as well as the Company's former parent) in West Virginia Federal Court alleging ERISA violations in the termination of retiree health care benefits. The Plaintiffs contend they relied to their detriment on oral statements and promises of “lifetime health benefits” allegedly made by various members of management during Plaintiffs’ employment and that they were allegedly denied access to Summary Plan Documents that clearly reserved the right to modify or terminate the Retiree Health and Welfare Plan subject to Plaintiffs’ claims. Pursuant to Plaintiffs’ amended complaint filed on April 24, 2017, Plaintiffs request that retiree health benefits be reinstated and seek to represent a class of all nonunion retirees who were associated with AMVEST and COK areas of operation. On October 15, 2019, Plaintiffs’ supplemental motion for class certification was denied on all counts. On April 1, 2020, the Court issued a revised scheduling order for the remaining individual claims, setting August 4, 2020 as the trial date. On July 15, 2020, Plaintiffs filed an interlocutory appeal with the Fourth Circuit Court of Appeals on the Order denying class certification. The Company believes it has a meritorious defense and intends to vigorously defend this suit.

 

Casey Litigation: A class action lawsuit was filed on August 23, 2017 on behalf of two nonunion retired coal miners against CCC, COK, CONSOL Buchanan Mining Co., LLC and Kurt Salvatori in West Virginia Federal Court alleging ERISA violations in the termination of retiree health care benefits. Filed by the same lawyers who filed the Fitzwater litigation, and raising nearly identical claims, the Plaintiffs contend they relied to their detriment on oral promises of “lifetime health benefits” allegedly made by various members of management during Plaintiffs’ employment and that they were not provided with copies of Summary Plan Documents clearly reserving to the Company the right to modify or terminate the Retiree Health and Welfare Plan. Plaintiffs request that retiree health benefits be reinstated for them and their dependents and seek to represent a class of all nonunion retirees of any subsidiary of the Company's former parent that operated or employed individuals in McDowell or Mercer Counties, West Virginia, or Buchanan or Tazewell Counties, Virginia whose retiree welfare benefits were terminated. On December 1, 2017, the trial court judge in Fitzwater signed an order to consolidate Fitzwater with Casey. The Casey complaint was amended on March 1, 2018 to add new plaintiffs, add defendant CONSOL Pennsylvania Coal Company, LLC and eliminate defendant CONSOL Buchanan Mining Co., LLC in an attempt to expand the class of retirees. On October 15, 2019, Plaintiffs’ supplemental motion for class certification was denied on all counts. On April 1, 2020, the Court issued a revised scheduling order for the remaining individual claims, setting August 4, 2020 as the trial date. On July 15, 2020, Plaintiffs filed an interlocutory appeal with the Fourth Circuit Court of Appeals on the Order denying class certification. The Company believes it has a meritorious defense and intends to vigorously defend this suit.

 

United Mine Workers of America 1992 Benefit Plan Litigation: In 2013, Murray Energy and its subsidiaries (“Murray”) entered into a stock purchase agreement (the “Murray sale agreement”) with the Company's former parent pursuant to which Murray acquired the stock of CCC and certain subsidiaries and certain other assets and liabilities. At the time of sale, the liabilities included certain retiree medical liabilities under the Coal Industry Retiree Health Benefits Act of 1992 (“Coal Act”) and certain federal black lung liabilities under the Black Lung Benefits Act (“BLBA”). Based upon information available, the Company estimates that the annual servicing costs of these liabilities are approximately $10 million to $20 million per year for the next ten years. The annual servicing cost would decline each year since the beneficiaries of the Coal Act consist principally of miners who retired prior to 1994. Murray filed for Chapter 11 bankruptcy in October 2019. As part of the ongoing bankruptcy proceedings, Murray entered into a settlement with the United Mine Workers of America 1992 Benefit Plan (“1992 Plan”) to transfer retirees in the Murray Energy Section 9711 Plan into the 1992 Plan, which the bankruptcy court approved on April 30, 2020. The 1992 Plan recently filed an action in the United States District Court for the District of Columbia asking the court to make a determination whether the Company's former parent or the Company has any continuing retiree medical liabilities under the Coal Act. The Murray sale agreement includes indemnification by Murray with respect to the Coal Act and BLBA liabilities. In addition, the Company had agreed to indemnify its former parent relative to certain pre-separation liabilities. In addition to pursuing all available claims against Murray in the bankruptcy, the Company is currently, and will continue to, vigorously defend any claims that attempt to transfer any of such liabilities directly or indirectly to the Company, including raising all applicable defenses against the 1992 Plan’s suit and those of any other party.

 

Other Matters: Various Company subsidiaries are defendants in certain other legal proceedings arising out of the conduct of the Coal Business prior to the separation and distribution, and the Company is also a defendant in other legal proceedings following the separation and distribution. In the opinion of management, based upon an investigation of these matters and discussion with legal counsel, the ultimate outcome of such other legal proceedings, individually and in the aggregate, is not expected to have a material adverse effect on the Company’s financial position, results of operations or liquidity.

 

As part of the separation and distribution, the Company assumed various financial obligations relating to the Coal Business and agreed to reimburse its former parent for certain financial guarantees relating to the Coal Business that its former parent retained following the separation and distribution. Employee-related financial guarantees have primarily been provided to support the United Mine Workers’ of America’s 1992 Benefit Plan and federal black lung and various state workers’ compensation self-insurance programs. Environmental financial guarantees have primarily been provided to support various performance bonds related to reclamation and other environmental issues. Other financial guarantees have been extended to support sales contracts, insurance policies, legal matters, full and timely payments of mining equipment leases, and various other items necessary in the normal course of business.

 

The following is a summary, as of June 30, 2020, of the financial guarantees, unconditional purchase obligations and letters of credit to certain third parties. These amounts represent the maximum potential of total future payments that the Company could be required to make under these instruments, or under the separation and distribution agreement to the extent retained by the Company's former parent on behalf of the Coal 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 in the financial statements. The Company’s management believes that these guarantees will expire without being funded, and therefore, the commitments will not have a material adverse effect on the Company’s financial condition.

 

  

Amount of Commitment Expiration per Period

 
  

Total Amounts Committed

  

Less Than 1 Year

  

1-3 Years

  

3-5 Years

  

Beyond 5 Years

 

Letters of Credit:

                    

Employee-Related

 $68,346  $50,925  $17,421  $  $ 

Environmental

  398   398          

Other

  40,682   38,578   2,104       

Total Letters of Credit

  109,426   89,901   19,525       

Surety Bonds:

                    

Employee-Related

  87,424   87,424          

Environmental

  535,155   531,461   3,694       

Other

  4,131   3,488   643       

Total Surety Bonds

  626,710   622,373   4,337       

Guarantees:

                    

Other

  12,104   6,733   4,691   398   282 

Total Guarantees

  12,104   6,733   4,691   398   282 

Total Commitments

 $748,240  $719,007  $28,553  $398  $282 

 

Included in the above table are commitments and guarantees entered into in conjunction with the sale of Consolidation Coal Company and certain of its subsidiaries, which contain all five of its longwall coal mines in West Virginia and its river operations, to a third party. As part of the separation and distribution, the Company's former parent agreed to indemnify the Company and the Company agreed to indemnify its former parent in each case with respect to guarantees of certain equipment lease obligations that were assumed by the third party. In the event that the third party would default on the obligations defined in the agreements, the Company would be required to perform under the guarantees. If the Company would be required to perform, the stock purchase agreement provides various recourse actions. As of June 30, 2020, the Company has not been required to perform under these guarantees. The equipment lease obligations are collateralized by the underlying assets. The current maximum estimated exposure under these guarantees as of June 30, 2020 and December 31, 2019 is believed to be approximately $18,000 and $20,000, respectively. At June 30, 2020 and December 31, 2019, the fair value of these guarantees was $378 and $482, respectively, and is included in Other Accrued Liabilities on the Consolidated Balance Sheets. The fair value of certain of the guarantees was determined using the Company’s risk-adjusted interest rate. Significant increases or decreases in the risk-adjusted interest rates may result in a significantly higher or lower fair value measurement. No other amounts related to financial guarantees and letters of credit are recorded as liabilities in the financial statements. Significant judgment is required in determining the fair value of these guarantees. The guarantees of the leases are classified within Level 3 of the fair value hierarchy.

 

The Company regularly evaluates the likelihood of default for all guarantees based on an expected loss analysis and records the fair value, if any, of its guarantees as an obligation in the consolidated financial statements.

 

v3.20.2
Note 14 - Fair Value Of Financial instruments
6 Months Ended
Jun. 30, 2020
Notes to Financial Statements  
Fair Value Disclosures [Text Block]

NOTE 14—FAIR VALUE OF FINANCIAL INSTRUMENTS:

 

CONSOL Energy 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 Company’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 Company’s third-party guarantees are the credit risk of the third-party and the third-party surety bond markets. A significant increase or decrease in these values, in isolation, would have a directionally similar effect resulting in higher or lower fair value measurement of the Company’s Level 3 guarantees.

 

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 financial instruments measured at fair value on a recurring basis are summarized below:

 

   

Fair Value Measurements at

   

Fair Value Measurements at

 
   

June 30, 2020

   

December 31, 2019

 

Description

 

Level 1

   

Level 2

   

Level 3

   

Level 1

   

Level 2

   

Level 3

 

Lease Guarantees

  $     $     $ (378 )   $     $     $ (482 )

Derivatives (1)

  $     $ (3,877 )   $     $     $ (154 )   $  

 

(1) Interest rate swaps are valued based on observable market swap rates and are classified within Level 2 of 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:

 

   

June 30, 2020

   

December 31, 2019

 
   

Carrying

   

Fair

   

Carrying

   

Fair

 
   

Amount

   

Value

   

Amount

   

Value

 

Long-Term Debt

  $ 652,555     $ 452,983     $ 696,178     $ 642,018  

 

Certain of the Company’s debt is actively traded on a public market and, as a result, constitutes Level 1 fair value measurements. The portion of the Company’s debt obligations that is not actively traded is valued through reference to the applicable underlying benchmark rate and, as a result, constitutes Level 2 fair value measurements.

 

v3.20.2
Note 15 - Segment Information
6 Months Ended
Jun. 30, 2020
Notes to Financial Statements  
Segment Reporting Disclosure [Text Block]

NOTE 15—SEGMENT INFORMATION:

 

CONSOL Energy Inc. consists of one reportable segment: the Pennsylvania Mining Complex, which includes the Bailey Mine, the Enlow Fork Mine, the Harvey Mine and the Central Preparation Plant. The principal activities of the PAMC are mining, preparation and marketing of thermal coal, sold primarily to power generators. It also includes selling, general and administrative activities, as well as various other activities assigned to the PAMC.

 

CONSOL Energy’s Other division includes revenue and expenses from various corporate and diversified business activities that are not allocated to the PAMC division. The diversified business activities include the CONSOL Marine Terminal, development of the Itmann Mine, the Greenfield Reserves, closed and idle mine activities, selling, general and administrative activities, interest expense and income taxes, as well as various other non-operated activities, none of which are individually significant to the Company.

 

Industry segment results for the three months ended June 30, 2020 are:

 

   

PAMC

   

Other

   

Adjustments and Eliminations

   

Consolidated

   

Coal Revenue

  $ 102,026     $ 287     $     $ 102,313  

(A)

Terminal Revenue

          15,898             15,898    

Freight Revenue

    3,085                   3,085    

Total Revenue and Freight

  $ 105,111     $ 16,185     $     $ 121,296    

Loss Before Income Tax

  $ (21,823 )   $ (6,923 )   $     $ (28,746 )  

Segment Assets

  $ 1,889,557     $ 676,575     $     $ 2,566,132    

Depreciation, Depletion and Amortization

  $ 46,793     $ (638 )   $     $ 46,155    

Capital Expenditures

  $ 16,262     $ 3,007     $     $ 19,269    

 

Industry segment results for the three months ended June 30, 2019 are:

 

   

PAMC

   

Other

   

Adjustments and Eliminations

   

Consolidated

   

Coal Revenue

  $ 350,620     $     $     $ 350,620  

(A)

Terminal Revenue

          16,708             16,708    

Freight Revenue

    3,854                   3,854    

Total Revenue and Freight

  $ 354,474     $ 16,708     $     $ 371,182    

Earnings (Loss) Before Income Tax

  $ 60,786     $ (13,764 )   $     $ 47,022    

Segment Assets

  $ 1,973,627     $ 791,844     $     $ 2,765,471    

Depreciation, Depletion and Amortization

  $ 45,427     $ 724     $     $ 46,151    

Capital Expenditures

  $ 39,813     $ 8,970     $     $ 48,783    

 

Industry segment results for the six months ended June 30, 2020 are:

 

   

PAMC

   

Other

   

Adjustments and Eliminations

   

Consolidated

   

Coal Revenue

  $ 357,478     $ 287     $     $ 357,765  

(A)

Terminal Revenue

          32,399             32,399    

Freight Revenue

    6,232                   6,232    

Total Revenue and Freight

  $ 363,710     $ 32,686     $     $ 396,396    

Loss Before Income Tax

  $ (10,949 )   $ (13,414 )   $     $ (24,363 )  

Segment Assets

  $ 1,889,557     $ 676,575     $     $ 2,566,132    

Depreciation, Depletion and Amortization

  $ 95,210     $ 5,888     $     $ 101,098    

Capital Expenditures

  $ 36,954     $ 9,493     $     $ 46,447    

 

Industry segment results for the six months ended June 30, 2019 are:

 

   

PAMC

   

Other

   

Adjustments and Eliminations

   

Consolidated

   

Coal Revenue

  $ 683,123     $     $     $ 683,123  

(A)

Terminal Revenue

          34,526             34,526    

Freight Revenue

    10,516                   10,516    

Total Revenue and Freight

  $ 693,639     $ 34,526     $     $ 728,165    

Earnings (Loss) Before Income Tax

  $ 125,484     $ (59,009 )   $     $ 66,475    

Segment Assets

  $ 1,973,627     $ 791,844     $     $ 2,765,471    

Depreciation, Depletion and Amortization

  $ 90,295     $ 6,580     $     $ 96,875    

Capital Expenditures

  $ 72,185     $ 10,769     $     $ 82,954    

 

 

(A)

For the three and six months ended June 30, 2020 and 2019, the PAMC segment had revenues from the following customers, each comprising over 10% of the Company’s total sales:

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2020

   

2019

   

2020

   

2019

 

Customer B

  $ 30,032     $ 139,811     $ 134,386     $ 262,930  

Customer C

  $ 14,060     $ 53,511     $ 49,743     $ 95,377  

Customer A

    *     $ 68,370     $ 48,829     $ 130,241  

* Revenues from this customer during the three months ended June 30, 2020 were less than 10% of the Company's total sales.
 

 

Reconciliation of Segment Information to Consolidated Amounts:

 

Total Assets:

 

   

June 30,

 
   

2020

   

2019

 

Segment Assets for Total Reportable Business Segments

  $ 1,889,557     $ 1,973,627  

Segment Assets for All Other Business Segments

    521,843       516,108  

Items Excluded from Segment Assets:

               

Cash and Other Investments

    45,834       183,899  

Deferred Tax Assets

    108,898       91,837  

Total Consolidated Assets

  $ 2,566,132     $ 2,765,471  

 

v3.20.2
Note 16 - Additional Information With Respect to Unrestricted Subsidiaries
6 Months Ended
Jun. 30, 2020
Notes to Financial Statements  
Condensed Financial Information of Parent Company Only Disclosure [Text Block]

NOTE 16—ADDITIONAL INFORMATION WITH RESPECT TO UNRESTRICTED SUBSIDIARIES:

 

Under the terms of the Indenture and Senior Secured Credit Facilities, CONSOL Energy has designated certain of its subsidiaries as “Unrestricted Subsidiaries”. The current Unrestricted Subsidiaries are the Partnership and its subsidiaries and the SPV. CONSOL Energy is required under the terms of the Indenture and the Senior Secured Credit Facilities to present additional information that reflects the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Company's Unrestricted Subsidiaries for the periods presented. This additional information is below.

 

Income Statement for the Three Months Ended June 30, 2020 (unaudited):

 

   

Company and

                 
   

Restricted

   

Unrestricted

         
   

Subsidiaries

   

Subsidiaries

   

Consolidated

 

Revenue and Other Income:

                       

Coal Revenue

  $ 76,806     $ 25,507     $ 102,313  

Terminal Revenue

    15,898             15,898  

Freight Revenue

    2,314       771       3,085  

Miscellaneous Other Income

    16,802       17,134       33,936  

Gain on Sale of Assets

    7,329             7,329  

Total Revenue and Other Income

    119,149       43,412       162,561  

Costs and Expenses:

                       

Operating and Other Costs

    91,325       25,081       116,406  

Depreciation, Depletion and Amortization

    34,635       11,520       46,155  

Freight Expense

    2,314       771       3,085  

Selling, General and Administrative Costs

    8,579       2,360       10,939  

Interest Expense, net

    12,468       2,254       14,722  

Total Costs and Expenses

    149,321       41,986       191,307  

(Loss) Earnings Before Income Tax

    (30,172 )     1,426       (28,746 )

Income Tax Benefit

    (7,683 )           (7,683 )

Net (Loss) Income

    (22,489 )     1,426       (21,063 )

Less: Net Loss Attributable to Noncontrolling Interest

    (3,080 )           (3,080 )

Net (Loss) Income Attributable to CONSOL Energy Inc. Shareholders

  $ (19,409 )   $ 1,426     $ (17,983 )

 

Balance Sheet at June 30, 2020 (unaudited):

                       
                         
   

Company and

                 
   

Restricted

   

Unrestricted

         
   

Subsidiaries

   

Subsidiaries

   

Consolidated

 

ASSETS

                       

Current Assets:

                       

Cash and Cash Equivalents

  $ 32,893     $ 134     $ 33,027  

Accounts and Notes Receivable

                       

Trade Receivables, net

          99,993       99,993  

Other Receivables, net

    27,089       747       27,836  

Inventories

    46,919       14,122       61,041  

Prepaid Expenses and Other Assets

    18,322       2,761       21,083  

Total Current Assets

    125,223       117,757       242,980  

Property, Plant and Equipment:

                       

Property, Plant and Equipment

    4,062,898       1,001,044       5,063,942  

Less-Accumulated Depreciation, Depletion and Amortization

    2,402,098       594,233       2,996,331  

Total Property, Plant and Equipment - Net

    1,660,800       406,811       2,067,611  

Other Assets:

                       

Deferred Income Taxes

    108,898             108,898  

Right of Use Asset - Operating Leases

    49,574       13,335       62,909  

Other, net

    70,488       13,246       83,734  

Total Other Assets

    228,960       26,581       255,541  

TOTAL ASSETS

  $ 2,014,983     $ 551,149     $ 2,566,132  

LIABILITIES AND EQUITY

                       

Current Liabilities:

                       

Accounts Payable

  $ 48,223     $ 18,229     $ 66,452  

Accounts (Recoverable) Payable - Related Parties

    (4,731 )     4,731        

Current Portion of Long-Term Debt

    58,162       8,763       66,925  

Other Accrued Liabilities

    203,744       36,782       240,526  

Total Current Liabilities

    305,398       68,505       373,903  

Long-Term Debt:

                       
Long-Term Debt, Related Party     (158,169 )     158,169        

Long-Term Debt

    595,360             595,360  

Finance Lease Obligations

    17,874       5,666       23,540  

Total Long-Term Debt

    455,065       163,835       618,900  

Deferred Credits and Other Liabilities:

                       

Postretirement Benefits Other Than Pensions

    425,493             425,493  

Pneumoconiosis Benefits

    194,666       6,508       201,174  

Asset Retirement Obligations

    217,618       11,030       228,648  

Workers' Compensation

    57,378       3,811       61,189  

Salary Retirement

    38,947             38,947  

Operating Lease Liability

    36,377       9,102       45,479  

Other

    15,668       856       16,524  

Total Deferred Credits and Other Liabilities

    986,147       31,307       1,017,454  

TOTAL LIABILITIES

    1,746,610       263,647       2,010,257  

Total CONSOL Energy Inc. Stockholders’ Equity

    139,679       287,502       427,181  

Noncontrolling Interest

    128,694             128,694  

TOTAL LIABILITIES AND EQUITY

  $ 2,014,983     $ 551,149     $ 2,566,132  

 

Income Statement for the Three Months Ended June 30, 2019 (unaudited):

 

   

Company and

                 
   

Restricted

   

Unrestricted

         
   

Subsidiaries

   

Subsidiaries

   

Consolidated

 

Revenue and Other Income:

                       

Coal Revenue

  $ 262,965     $ 87,655     $ 350,620  

Terminal Revenue

    16,708             16,708  

Freight Revenue

    2,890       964       3,854  

Miscellaneous Other Income

    (7,844 )     20,038       12,194  

Gain (Loss) on Sale of Assets

    943       (10 )     933  

Total Revenue and Other Income

    275,662       108,647       384,309  

Costs and Expenses:

                       

Operating and Other Costs

    194,580       58,868       253,448  

Depreciation, Depletion and Amortization

    34,815       11,336       46,151  

Freight Expense

    2,890       964       3,854  

Selling, General and Administrative Costs

    13,335       2,953       16,288  

Loss on Debt Extinguishment

    1,500             1,500  

Interest Expense, net

    14,489       1,557       16,046  

Total Costs and Expenses

    261,609       75,678       337,287  

Earnings Before Income Tax

    14,053       32,969       47,022  

Income Tax Benefit

    (1,808 )           (1,808 )

Net Income

    15,861       32,969       48,830  

Less: Net Income Attributable to Noncontrolling Interest

    5,550             5,550  

Net Income Attributable to CONSOL Energy Inc. Shareholders

  $ 10,311     $ 32,969     $ 43,280  

 

Balance Sheet at December 31, 2019:

                       
                         
   

Company and

                 
   

Restricted

   

Unrestricted

         
   

Subsidiaries

   

Subsidiaries

   

Consolidated

 

ASSETS

                       

Current Assets:

                       

Cash and Cash Equivalents

  $ 79,717     $ 576     $ 80,293  

Accounts and Notes Receivable

                       

Trade Receivables, net

          131,688       131,688  

Other Receivables, net

    39,412       1,572       40,984  

Inventories

    41,478       12,653       54,131  

Prepaid Expenses and Other Assets

    25,181       5,752       30,933  

Total Current Assets

    185,788       152,241       338,029  

Property, Plant and Equipment:

                       

Property, Plant and Equipment

    4,023,282       984,898       5,008,180  

Less-Accumulated Depreciation, Depletion and Amortization

    2,344,777       571,238       2,916,015  

Total Property, Plant and Equipment - Net

    1,678,505       413,660       2,092,165  

Other Assets:

                       

Deferred Income Taxes

    103,505             103,505  

Right of Use Asset - Operating Leases

    56,937       15,695       72,632  

Other, net

    74,015       13,456       87,471  

Total Other Assets

    234,457       29,151       263,608  

TOTAL ASSETS

  $ 2,098,750     $ 595,052     $ 2,693,802  

LIABILITIES AND EQUITY

                       

Current Liabilities:

                       

Accounts Payable

  $ 79,140     $ 27,083     $ 106,223  

Accounts (Recoverable) Payable - Related Parties

    (1,419 )     1,419        

Current Portion of Long-Term Debt

    45,020       5,252       50,272  

Other Accrued Liabilities

    196,314       39,455       235,769  

Total Current Liabilities

    319,055       73,209       392,264  

Long-Term Debt:

                       
Long-Term Debt, Related Party     (148,156 )     148,156        

Long-Term Debt

    653,802             653,802  

Finance Lease Obligations

    7,391       1,645       9,036  

Total Long-Term Debt

    513,037       149,801       662,838  

Deferred Credits and Other Liabilities:

                       

Postretirement Benefits Other Than Pensions

    432,496             432,496  

Pneumoconiosis Benefits

    196,114       6,028       202,142  

Asset Retirement Obligations

    239,410       10,801       250,211  

Workers' Compensation

    57,583       3,611       61,194  

Salary Retirement

    49,930             49,930  

Operating Lease Liability

    43,906       11,507       55,413  

Other

    14,134       785       14,919  

Total Deferred Credits and Other Liabilities

    1,033,573       32,732       1,066,305  

TOTAL LIABILITIES

    1,865,665       255,742       2,121,407  

Total CONSOL Energy Inc. Stockholders’ Equity

    95,889       339,310       435,199  

Noncontrolling Interest

    137,196             137,196  

TOTAL LIABILITIES AND EQUITY

  $ 2,098,750     $ 595,052     $ 2,693,802  

 

 

Income Statement for the Six Months Ended June 30, 2020 (unaudited):

 

   

Company and

                 
   

Restricted

   

Unrestricted

         
   

Subsidiaries

   

Subsidiaries

   

Consolidated

 

Revenue and Other Income:

                       

Coal Revenue

  $ 268,395     $ 89,370     $ 357,765  

Terminal Revenue

    32,399             32,399  

Freight Revenue

    4,674       1,558       6,232  

Miscellaneous Other Income

    20,665       29,441       50,106  

Gain on Sale of Assets

    7,315             7,315  

Total Revenue and Other Income

    333,448       120,369       453,817  

Costs and Expenses:

                       

Operating and Other Costs

    254,917       73,764       328,681  

Depreciation, Depletion and Amortization

    77,650       23,448       101,098  

Freight Expense

    4,674       1,558       6,232  

Selling, General and Administrative Costs

    22,203       6,406       28,609  

Gain on Debt Extinguishment

    (16,833 )           (16,833 )

Interest Expense, net

    25,984       4,409       30,393  

Total Costs and Expenses

    368,595       109,585       478,180  

(Loss) Earnings Before Income Tax

    (35,147 )     10,784       (24,363 )

Income Tax Benefit

    (5,775 )           (5,775 )

Net (Loss) Income

    (29,372 )     10,784       (18,588 )

Less: Net Loss Attributable to Noncontrolling Interest

    (2,972 )           (2,972 )

Net (Loss) Income Attributable to CONSOL Energy Inc. Shareholders

  $ (26,400 )   $ 10,784     $ (15,616 )

 

 

Income Statement for the Six Months Ended June 30, 2019 (unaudited):

 

   

Company and

                 
   

Restricted

   

Unrestricted

         
   

Subsidiaries

   

Subsidiaries

   

Consolidated

 

Revenue and Other Income:

                       

Coal Revenue

  $ 512,342     $ 170,781     $ 683,123  

Terminal Revenue

    34,526             34,526  

Freight Revenue

    7,887       2,629       10,516  

Miscellaneous Other Income

    4,137       21,349       25,486  

Gain (Loss) on Sale of Assets

    1,277       (5 )     1,272  

Total Revenue and Other Income

    560,169       194,754       754,923  

Costs and Expenses:

                       

Operating and Other Costs

    372,184       111,377       483,561  

Depreciation, Depletion and Amortization

    74,322       22,553       96,875  

Freight Expense

    7,887       2,629       10,516  

Selling, General and Administrative Costs

    30,698       7,513       38,211  

Loss on Debt Extinguishment

    24,643             24,643  

Interest Expense, net

    31,734       2,908       34,642  

Total Costs and Expenses

    541,468       146,980       688,448  

Earnings Before Income Tax

    18,701       47,774       66,475  

Income Tax Benefit

    (2,658 )           (2,658 )

Net Income

    21,359       47,774       69,133  

Less: Net Income Attributable to Noncontrolling Interest

    11,418             11,418  

Net Income Attributable to CONSOL Energy Inc. Shareholders

  $ 9,941     $ 47,774     $ 57,715  

 

v3.20.2
Note 17 - Related Party Transactions
6 Months Ended
Jun. 30, 2020
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]

NOTE 17—RELATED PARTY TRANSACTIONS:

 

Transactions with the Company's Former Parent (2017)

 

Transition Services Agreements

 

The Company entered into a transition services agreement (“TSA”) and certain other agreements in connection with the separation and distribution agreement with its former parent to cover certain continued corporate services provided by the Company and its former parent to each other following the completion of the separation and distribution. In connection with the separation and distribution, the Company began to set up its own corporate functions, and pursuant to the TSA, the Company's former parent provided various corporate support services, including certain accounting, human resources, information technology, office and building, risk, security, tax and treasury, building security and tax services, as well as certain regulatory compliance services required during the period in which the Company remained a majority-owned subsidiary of its former parent. The TSA expired in February 2019. The charges associated with these services were not material during the three and six months ended June 30, 2019, and were consistent with expenses that the Company's former parent had historically allocated or incurred with respect to such services.

 

Former Parent Receivables and Payables

 

The Company had a receivable from its former parent of $6,791 at December 31, 2019, which was recorded in Other Receivables on the Consolidated Balance Sheets. The balance of this receivable was collected during the six months ended June 30, 2020. This receivable relates to reimbursements per the terms of the separation and distribution agreement.

 

CONSOL Coal Resources LP

 

CONSOL Energy, certain of its subsidiaries and the Partnership are party to an Omnibus Agreement, dated September 30, 2016, as amended on November 28, 2017 (the “Omnibus Agreement”). Under the Omnibus Agreement, CONSOL Energy provides the Partnership with certain services in exchange for payments by the Partnership for those services.

 

On November 28, 2017, the Company entered into an Affiliated Company Credit Agreement with the Partnership and certain of its subsidiaries (the Partnership Credit Parties), as amended on June 5, 2020 (as amended, the “Affiliated Company Credit Agreement”), under which the Company provides as lender a revolving credit facility in an aggregate principal amount of up to $275 million to the Partnership Credit Parties. In connection with the completion of the separation, the Partnership drew an initial $201 million, the net proceeds of which were used to repay outstanding amounts under CCR's $400 million senior secured revolving credit facility with certain lenders and PNC Bank, National Association, as administrative agent (the “Original CCR Credit Facility”), to provide working capital for the Partnership following the separation and for other general corporate purposes. The Original CCR Credit Facility was then terminated.

 

On June 5, 2020, the Company amended the Affiliated Company Credit Agreement to provide eight quarters of financial covenant relaxation, effected a 50 basis points increase in the rate at which borrowings under the Affiliated Company Credit Agreement bear interest, and added additional conditions to be met for the covenants relating to general investments, investments in unrestricted subsidiaries, and distributions to equity holders of the Partnership. The Affiliated Company Credit Agreement has a maturity date of December 28, 2024. Interest accrues at a rate ranging from 4.25% to 5.25%, subject to the Partnership's net leverage ratio. For the three months ended June 30, 2020 and 2019, $2,163 and $1,971 of interest was incurred under the Affiliated Company Credit Agreement, respectively. For the six months ended June 30, 2020 and 2019, $4,277 and $3,766 of interest was incurred under the Affiliated Company Credit Agreement, respectively. The collateral obligations under the Affiliated Company Credit Agreement generally mirror the Original CCR Credit Facility, as does the list of entities that will act as guarantors thereunder. The Affiliated Company Credit Agreement is subject to financial covenants relating to a maximum first lien gross leverage ratio and a maximum total net leverage ratio, which will be calculated on a consolidated basis for the Partnership and its restricted subsidiaries at the end of each fiscal quarter. The Partnership was in compliance with each of these financial covenants at June 30, 2020. The Affiliated Company Credit Agreement also contains a number of customary affirmative covenants and negative covenants, including limitations on the ability of the Partnership to incur additional indebtedness, grant liens, and make investments, acquisitions, dispositions, restricted payments, and prepayments of junior indebtedness (subject to certain limited exceptions).

 

CCR is a party to a number of other agreements with CONSOL Energy, or its subsidiaries, that are described in detail in the section titled “Agreements with Affiliates” in Item 13 of CCR’s Form 10-K filed on February 14, 2020.

 

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 CCR subordinated units were satisfied. As a result, all 11,611,067 of the CCR subordinated units owned entirely by CONSOL Energy Inc. were converted into CCR 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 CCR's outstanding units representing limited partner interests.

 

Charges for services from the Company to CCR include the following:

 

  

For the Three Months Ended June 30,

  

For the Six Months Ended June 30,

 
  

2020

  

2019

  

2020

  

2019

 

Operating and Other Costs

 $856  $767  $1,709  $1,530 

Selling, General and Administrative Costs

  1,864   1,974   4,657   5,030 

Total Services from CONSOL Energy

 $2,720  $2,741  $6,366  $6,560 

 

Operating and Other Costs include pension service costs and insurance expenses. Selling, General and Administrative Costs include charges for incentive compensation, an annual administrative support fee and reimbursement for the provision of certain management and operating services provided by the Company.

 

At June 30, 2020 and December 31, 2019, CCR had a net payable to the Company in the amount of $4,731 and $1,419, respectively. This payable includes reimbursements for business expenses, executive fees, stock-based compensation and other items under the Omnibus Agreement.

 

In May 2019, CONSOL Energy Inc.'s Board of Directors approved an expansion of the stock, unit and debt repurchase program (see Note 18 - Stock, Unit and Debt Repurchases). The program expansion allows the Company to use up to $50 million of the program to purchase CCR's outstanding common units in the open market. None of the Partnership's common units were purchased under this program during the three and six months ended June 30, 2020. During the three and six months ended June 30, 2019, 6,884 of the Partnership's common units were purchased under this program at an average price of $17.35 per unit. 

v3.20.2
Note 18 - Stock, Unit and Debt Repurchases
6 Months Ended
Jun. 30, 2020
Notes to Financial Statements  
Stockholders' Equity Note Disclosure [Text Block]

NOTE 18—STOCK, UNIT AND DEBT REPURCHASES:

 

In December 2017, CONSOL Energy’s Board of Directors approved a program to repurchase, from time to time, the Company’s outstanding shares of common stock or its 11.00% Senior Secured Second Lien Notes due 2025, in an aggregate amount of up to $50 million through the period ending June 30, 2019. The program was subsequently amended by CONSOL Energy’s Board of Directors in July 2018 to allow up to $100 million of repurchases of the Company’s common stock or its 11.00% Senior Secured Second Lien Notes due 2025, subject to certain limitations in the Company’s current credit agreement and the TMA. The Company’s Board of Directors also authorized the Company to use up to $25 million of the program to purchase CONSOL Coal Resources LP’s outstanding common units in the open market. In May 2019, CONSOL Energy's Board of Directors approved an expansion of the program in the amount of $75 million, bringing the aggregate limit of the program to $175 million. The May 2019 expansion also increased the aggregate limit of the amount of CCR's common units that can be purchased under the program to $50 million, which is consistent with the Company's credit facility covenants that prohibit the Company from using more than $50 million for the purchase of CCR's outstanding common units. The Company's Board of Directors also approved extending the termination date of the program from June 30, 2019 to June 30, 2020. In July 2019, CONSOL Energy's Board of Directors approved an expansion of the program in the amount of $25 million, bringing the aggregate limit of the Company's stock, unit and debt repurchase program to $200 million. In May 2020, CONSOL Energy's Board of Directors approved an expansion of the program in the amount of $70 million, bringing the aggregate limit of the Company's stock, unit and debt repurchase program to $270 million. The Company's Board of Directors also approved extending the termination date of the program from June 30, 2020 to June 30, 2022.

 

Under the terms of the program, CONSOL Energy is permitted to make repurchases in the open market, in privately negotiated transactions, accelerated repurchase programs or in structured share repurchase programs. CONSOL Energy is also authorized to enter into one or more 10b5-1 plans with respect to any of the repurchases. Any repurchases of common stock, notes or units are to be funded from available cash on hand or short-term borrowings. The program does not obligate CONSOL Energy to acquire any particular amount of its common stock, notes or units, and can be modified or suspended at any time at the Company’s discretion. The program is conducted in compliance with applicable legal requirements and within the limits imposed by any credit agreement, receivables purchase agreement, indenture, or the TMA, and is subject to market conditions and other factors.

 

During the six months ended June 30, 2020 and 2019, the Company repurchased approximately $43,176 and $19,320 of its 11.00% Senior Secured Second Lien Notes due 2025, respectively. No common shares were repurchased and no common Partnership units were purchased under this program during the six months ended June 30, 2020. During the six months ended June 30, 2019, the Company repurchased and retired 351,443 shares of the Company's common stock at an average price of $27.18 per share, and 6,884 of the Partnership's common units were purchased at an average price of $17.35 per unit.

 

v3.20.2
Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2020
Accounting Policies [Abstract]  
Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

 

The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“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. Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for future periods.

 

The Consolidated Balance Sheet at December 31, 2019 has been derived from the Audited Consolidated Financial Statements at that date but does not include all disclosures required by GAAP. This Form 10-Q report should be read in conjunction with CONSOL Energy Inc.'s Annual Report on Form 10-K for the year ended December 31, 2019.

 

Consolidation, Policy [Policy Text Block]

Basis of Consolidation

 

The Consolidated Financial Statements include the accounts of CONSOL Energy Inc. and its wholly-owned and majority-owned and/or controlled subsidiaries. The portion of these entities that is not owned by the Company is presented as non-controlling interest. All significant intercompany transactions and accounts have been eliminated in consolidation.

 

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

 

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04 - Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this Update provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. In response to concerns about structural risks of interbank offered rates (IBORs), and, particularly, the risk of cessation of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. This Update also provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this Update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments in this Update are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments in this Update must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. Management has elected to apply this Update subsequent to March 12, 2020. Management is currently evaluating the impact of this guidance, but does not expect this update to have a material impact on the Company's financial statements.

 

In January 2020, the FASB issued ASU 2020-01 - Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). The amendments in this Update clarify certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative or a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with Topic 825, Financial Instruments. These amendments improve current GAAP by reducing diversity in practice and increasing comparability of the accounting for these interactions. The amendments in this Update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. Management does not expect this update to have a material impact on the Company's financial statements.

 

In December 2019, the FASB issued ASU 2019-12 - Income Taxes (Topic 740) to reduce the complexity of accounting for income taxes while maintaining or improving the usefulness of the information provided to users of financial statements. The amendments in Update 2019-12 will remove the following exceptions: (1) the exception to the incremental approach for intra-period tax allocation; (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments; and (3) the exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The amendments in Update 2019-12 will also simplify the accounting for income taxes in the areas of franchise tax, step up in the tax basis of goodwill associated with a business combination, allocation of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements, and presentation of the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The Update adds minor codification improvements for income taxes related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. These changes will be effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. Management does not expect this update to have a material impact on the Company'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 presentation of the Company’s financial statements.

 

Earnings Per Share, Policy [Policy Text Block]

Earnings per Share

 

Basic earnings per share are computed by dividing net income attributable to CONSOL Energy Inc. shareholders by the weighted average shares outstanding during the reporting period. Dilutive earnings per share are computed similarly to basic earnings per share, except that the weighted average shares outstanding are increased to include additional shares from restricted stock units and performance share units, if dilutive. The number of additional shares is calculated by assuming that outstanding restricted stock units and performance share units were released, and that the proceeds from such activities were used to acquire shares of common stock at the average market price during the reporting period. 

 

The table below sets forth the share-based awards that have been excluded from the computation of diluted earnings per share because their effect would be anti-dilutive:

 

  

For the Three Months Ended

  

For the Six Months Ended

 
  

June 30,

  

June 30,

 
  

2020

  

2019

  

2020

  

2019

 

Anti-Dilutive Restricted Stock Units

  1,516,956   168,460   1,259,588   6,860 

Anti-Dilutive Performance Share Units

  29,062   41,675   29,061   41,675 
   1,546,018   210,135   1,288,649   48,535 

 

The computations for basic and dilutive earnings per share are as follows:

 

  

For the Three Months Ended

  

For the Six Months Ended

 

Dollars in thousands, except per share data

 

June 30,

  

June 30,

 
  

2020

  

2019

  

2020

  

2019

 

Numerator:

                

Net (Loss) Income

 $(21,063) $48,830  $(18,588) $69,133 

Less: Net (Loss) Income Attributable to Noncontrolling Interest

  (3,080)  5,550   (2,972)  11,418 

Net (Loss) Income Attributable to CONSOL Energy Inc. Shareholders

 $(17,983) $43,280  $(15,616) $57,715 
                 

Denominator:

                

Weighted-average shares of common stock outstanding

  26,031,103   27,498,021   26,009,129   27,514,349 

Effect of dilutive shares*

     284,259      270,454 

Weighted-average diluted shares of common stock outstanding

  26,031,103   27,782,280   26,009,129   27,784,803 
                 

(Loss) Earnings per Share:

                

Basic

 $(0.69) $1.57  $(0.60) $2.10 

Dilutive

 $(0.69) $1.56  $(0.60) $2.08 

*During periods in which the Company incurs a net loss, diluted weighted average shares outstanding are equal to basic weighted average shares outstanding because the effect of all equity awards is anti-dilutive.

 

As of June 30, 2020, CONSOL Energy has 500,000 shares of preferred stock, none of which are issued or outstanding.

v3.20.2
Note 1 - Basis of Presentation (Tables)
6 Months Ended
Jun. 30, 2020
Notes Tables  
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]
  

For the Three Months Ended

  

For the Six Months Ended

 
  

June 30,

  

June 30,

 
  

2020

  

2019

  

2020

  

2019

 

Anti-Dilutive Restricted Stock Units

  1,516,956   168,460   1,259,588   6,860 

Anti-Dilutive Performance Share Units

  29,062   41,675   29,061   41,675 
   1,546,018   210,135   1,288,649   48,535 
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
  

For the Three Months Ended

  

For the Six Months Ended

 

Dollars in thousands, except per share data

 

June 30,

  

June 30,

 
  

2020

  

2019

  

2020

  

2019

 

Numerator:

                

Net (Loss) Income

 $(21,063) $48,830  $(18,588) $69,133 

Less: Net (Loss) Income Attributable to Noncontrolling Interest

  (3,080)  5,550   (2,972)  11,418 

Net (Loss) Income Attributable to CONSOL Energy Inc. Shareholders

 $(17,983) $43,280  $(15,616) $57,715 
                 

Denominator:

                

Weighted-average shares of common stock outstanding

  26,031,103   27,498,021   26,009,129   27,514,349 

Effect of dilutive shares*

     284,259      270,454 

Weighted-average diluted shares of common stock outstanding

  26,031,103   27,782,280   26,009,129   27,784,803 
                 

(Loss) Earnings per Share:

                

Basic

 $(0.69) $1.57  $(0.60) $2.10 

Dilutive

 $(0.69) $1.56  $(0.60) $2.08 
v3.20.2
Note 2 - Revenue (Tables)
6 Months Ended
Jun. 30, 2020
Notes Tables  
Disaggregation of Revenue [Table Text Block]
  

Three Months Ended

  

Six Months Ended

 
  

June 30, 2020

  

June 30, 2019

  

June 30, 2020

  

June 30, 2019

 

Coal Revenue

 $102,313  $350,620  $357,765  $683,123 

Terminal Revenue

  15,898   16,708   32,399   34,526 

Freight Revenue

  3,085   3,854   6,232   10,516 

Total Revenue from Contracts with Customers

 $121,296  $371,182  $396,396  $728,165 
v3.20.2
Note 3 - Miscellaneous Other Income (Tables)
6 Months Ended
Jun. 30, 2020
Notes Tables  
Interest and Other Income [Table Text Block]
   

For the Three Months Ended June 30,

   

For the Six Months Ended June 30,

 
   

2020

   

2019

   

2020

   

2019

 

Contract Buyout

  $ 30,144     $ 1,342     $ 40,969     $ 2,390  

Royalty Income - Non-Operated Coal

    2,893       5,677       7,397       11,887  

Property Easements and Option Income

    413       450       476       1,429  

Rental Income

    325       681       822       1,298  

Interest Income

    122       757       366       1,644  

Purchased Coal Sales

          2,730             5,916  

Other

    39       557       76       922  

Miscellaneous Other Income

  $ 33,936     $ 12,194     $ 50,106     $ 25,486  
v3.20.2
Note 4 - Components of Pension and Other Post-employment Benefit (OPEB) Plans Net Periodic Benefit Costs (Tables)
6 Months Ended
Jun. 30, 2020
Notes Tables  
Schedule of Defined Benefit Plans Disclosures [Table Text Block]
   

Pension Benefits

   

Other Post-Employment Benefits

 
   

Three Months Ended

   

Six Months Ended

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

   

June 30,

   

June 30,

 
   

2020

   

2019

   

2020

   

2019

   

2020

   

2019

   

2020

   

2019

 

Service Cost

  $ 295     $ 987     $ 591     $ 1,975     $     $     $     $  

Interest Cost

    5,044       6,275       10,088       12,551       3,199       4,580       6,398       9,160  

Expected Return on Plan Assets

    (10,455 )     (10,114 )     (20,910 )     (20,229 )                        

Amortization of Prior Service Credits

          (92 )           (183 )     (602 )     (601 )     (1,203 )     (1,203 )

Amortization of Actuarial Loss

    1,731       1,490       3,461       2,979       2,320       2,315       4,639       4,631  

Net Periodic Benefit (Credit) Cost

  $ (3,385 )   $ (1,454 )   $ (6,770 )   $ (2,907 )   $ 4,917     $ 6,294     $ 9,834     $ 12,588  
v3.20.2
Note 5 - Components of Coal Workers' Pneumoniosis (CWP) and Workers' Compensation Net Periodic Benefit Costs (Tables)
6 Months Ended
Jun. 30, 2020
Notes Tables  
Schedule of Changes in Accumulated Postemployment Benefit Obligations [Table Text Block]
   

CWP

   

Workers' Compensation

 
   

Three Months Ended

   

Six Months Ended

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

   

June 30,

   

June 30,

 
   

2020

   

2019

   

2020

   

2019

   

2020

   

2019

   

2020

   

2019

 

Service Cost

  $ 1,151     $ 948     $ 2,302     $ 1,896     $ 1,569     $ 1,421     $ 3,138     $ 2,842  

Interest Cost

    1,552       1,750       3,103       3,500       461       646       922       1,293  

Amortization of Actuarial Loss (Gain)

    1,401       254       2,802       508       (122 )     (193 )     (244 )     (387 )

State Administrative Fees and Insurance Bond Premiums

                            461       574       1,082       1,161  

Net Periodic Benefit Cost

  $ 4,104     $ 2,952     $ 8,207     $ 5,904     $ 2,369     $ 2,448     $ 4,898     $ 4,909  
v3.20.2
Note 7 - Credit Losses (Tables)
6 Months Ended
Jun. 30, 2020
Notes Tables  
Accounting Standards Update and Change in Accounting Principle [Table Text Block]
   

January 1, 2020

 
   

As Reported Under ASC 326

   

Pre-ASC 326 Adoption

   

Impact of ASC 326 Adoption

 
                         

Trade Receivables

  $ 3,051     $ 2,100     $ 951  

Other Receivables

    3,372       711       2,661  

Other Assets

    795             795  

Allowance for Credit Losses on Receivables

  $ 7,218     $ 2,811     $ 4,407  
Accounts Receivable, Allowance for Credit Loss [Table Text Block]
   

Trade Receivables

   

Other Receivables

   

Other Assets

 
                         

Beginning Balance, January 1, 2020

  $ 2,100     $ 711     $  

Adoption of ASU 2016-13, cumulative-effect adjustment to retained earnings

    951       2,661       795  

Provision for expected credit losses

    1,823       1,460       (186 )

Ending Balance, June 30, 2020

  $ 4,874     $ 4,832     $ 609  
v3.20.2
Note 8 - Inventories (Tables)
6 Months Ended
Jun. 30, 2020
Notes Tables  
Schedule of Inventory, Current [Table Text Block]
   

June 30,

   

December 31,

 
   

2020

   

2019

 

Coal

  $ 6,970     $ 2,484  

Supplies

    54,071       51,647  

Total Inventories

  $ 61,041     $ 54,131  
v3.20.2
Note 10 - Property, Plant and Equipment (Tables)
6 Months Ended
Jun. 30, 2020
Notes Tables  
Property, Plant and Equipment [Table Text Block]
   

June 30,

   

December 31,

 
   

2020

   

2019

 

Plant and Equipment

  $ 3,072,238     $ 3,028,514  

Coal Properties and Surface Lands

    873,809       872,909  

Airshafts

    447,417       437,003  

Mine Development

    343,261       342,706  

Advance Mining Royalties

    327,217       327,048  

Total Property, Plant and Equipment

    5,063,942       5,008,180  

Less: Accumulated Depreciation, Depletion and Amortization

    2,996,331       2,916,015  

Total Property, Plant and Equipment, Net

  $ 2,067,611     $ 2,092,165  
v3.20.2
Note 11 - Other Accrued Liabilities (Tables)
6 Months Ended
Jun. 30, 2020
Notes Tables  
Schedule of Accrued Liabilities [Table Text Block]
   

June 30,

   

December 31,

 
   

2020

   

2019

 

Subsidence Liability

  $ 90,849     $ 90,645  

Accrued Payroll and Benefits

    19,142       21,102  

Accrued Equipment Obligations

    6,550        

Accrued Interest

    5,737       6,281  

Other

    22,340       21,034  

Current Portion of Long-Term Liabilities:

               

Postretirement Benefits Other than Pensions

    30,884       31,833  

Asset Retirement Obligations

    22,057       21,741  

Operating Lease Liability

    19,790       19,479  

Pneumoconiosis Benefits

    12,172       12,331  

Workers' Compensation

    11,005       11,323  

Total Other Accrued Liabilities

  $ 240,526     $ 235,769  
v3.20.2
Note 12 - Long-term Debt (Tables)
6 Months Ended
Jun. 30, 2020
Notes Tables  
Schedule of Long-term Debt Instruments [Table Text Block]
  

June 30,

  

December 31,

 
  

2020

  

2019

 

Debt:

        

Term Loan B due in September 2024 (Principal of $271,563 and $272,938 less Unamortized Discount of $1,062 and $1,187, 4.68% and 6.30% Weighted Average Interest Rate, respectively)

 $270,501  $271,751 

11.00% Senior Secured Second Lien Notes due November 2025

  178,452   221,628 

MEDCO Revenue Bonds in Series due September 2025 at 5.75%

  102,865   102,865 

Term Loan A due in March 2023 (5.50% and 5.55% Weighted Average Interest Rate, respectively)

  78,750   88,750 

Other Asset-Backed Financing Arrangements

  20,092   9,289 

Advance Royalty Commitments (10.78% Weighted Average Interest Rate)

  1,895   1,895 

Less: Unamortized Debt Issuance Costs

  11,478   10,323 
   641,077   685,855 

Less: Amounts Due in One Year*

  45,717   32,053 

Long-Term Debt

 $595,360  $653,802 
v3.20.2
Note 13 - Commitments and Contingent Liabilities (Tables)
6 Months Ended
Jun. 30, 2020
Notes Tables  
Schedule of Guarantor Obligations [Table Text Block]
  

Amount of Commitment Expiration per Period

 
  

Total Amounts Committed

  

Less Than 1 Year

  

1-3 Years

  

3-5 Years

  

Beyond 5 Years

 

Letters of Credit:

                    

Employee-Related

 $68,346  $50,925  $17,421  $  $ 

Environmental

  398   398          

Other

  40,682   38,578   2,104       

Total Letters of Credit

  109,426   89,901   19,525       

Surety Bonds:

                    

Employee-Related

  87,424   87,424          

Environmental

  535,155   531,461   3,694       

Other

  4,131   3,488   643       

Total Surety Bonds

  626,710   622,373   4,337       

Guarantees:

                    

Other

  12,104   6,733   4,691   398   282 

Total Guarantees

  12,104   6,733   4,691   398   282 

Total Commitments

 $748,240  $719,007  $28,553  $398  $282 
v3.20.2
Note 14 - Fair Value Of Financial instruments (Tables)
6 Months Ended
Jun. 30, 2020
Notes Tables  
Fair Value, Assets Measured on Recurring Basis [Table Text Block]
   

Fair Value Measurements at

   

Fair Value Measurements at

 
   

June 30, 2020

   

December 31, 2019

 

Description

 

Level 1

   

Level 2

   

Level 3

   

Level 1

   

Level 2

   

Level 3

 

Lease Guarantees

  $     $     $ (378 )   $     $     $ (482 )

Derivatives (1)

  $     $ (3,877 )   $     $     $ (154 )   $  
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block]
   

June 30, 2020

   

December 31, 2019

 
   

Carrying

   

Fair

   

Carrying

   

Fair

 
   

Amount

   

Value

   

Amount

   

Value

 

Long-Term Debt

  $ 652,555     $ 452,983     $ 696,178     $ 642,018  
v3.20.2
Note 15 - Segment Information (Tables)
6 Months Ended
Jun. 30, 2020
Notes Tables  
Schedule of Segment Reporting Information, by Segment [Table Text Block]
   

PAMC

   

Other

   

Adjustments and Eliminations

   

Consolidated

   

Coal Revenue

  $ 102,026     $ 287     $     $ 102,313  

(A)

Terminal Revenue

          15,898             15,898    

Freight Revenue

    3,085                   3,085    

Total Revenue and Freight

  $ 105,111     $ 16,185     $     $ 121,296    

Loss Before Income Tax

  $ (21,823 )   $ (6,923 )   $     $ (28,746 )  

Segment Assets

  $ 1,889,557     $ 676,575     $     $ 2,566,132    

Depreciation, Depletion and Amortization

  $ 46,793     $ (638 )   $     $ 46,155    

Capital Expenditures

  $ 16,262     $ 3,007     $     $ 19,269    
   

PAMC

   

Other

   

Adjustments and Eliminations

   

Consolidated

   

Coal Revenue

  $ 350,620     $     $     $ 350,620  

(A)

Terminal Revenue

          16,708             16,708    

Freight Revenue

    3,854                   3,854    

Total Revenue and Freight

  $ 354,474     $ 16,708     $     $ 371,182    

Earnings (Loss) Before Income Tax

  $ 60,786     $ (13,764 )   $     $ 47,022    

Segment Assets

  $ 1,973,627     $ 791,844     $     $ 2,765,471    

Depreciation, Depletion and Amortization

  $ 45,427     $ 724     $     $ 46,151    

Capital Expenditures

  $ 39,813     $ 8,970     $     $ 48,783    
   

PAMC

   

Other

   

Adjustments and Eliminations

   

Consolidated

   

Coal Revenue

  $ 357,478     $ 287     $     $ 357,765  

(A)

Terminal Revenue

          32,399             32,399    

Freight Revenue

    6,232                   6,232    

Total Revenue and Freight

  $ 363,710     $ 32,686     $     $ 396,396    

Loss Before Income Tax

  $ (10,949 )   $ (13,414 )   $     $ (24,363 )  

Segment Assets

  $ 1,889,557     $ 676,575     $     $ 2,566,132    

Depreciation, Depletion and Amortization

  $ 95,210     $ 5,888     $     $ 101,098    

Capital Expenditures

  $ 36,954     $ 9,493     $     $ 46,447    
   

PAMC

   

Other

   

Adjustments and Eliminations

   

Consolidated

   

Coal Revenue

  $ 683,123     $     $     $ 683,123  

(A)

Terminal Revenue

          34,526             34,526    

Freight Revenue

    10,516                   10,516    

Total Revenue and Freight

  $ 693,639     $ 34,526     $     $ 728,165    

Earnings (Loss) Before Income Tax

  $ 125,484     $ (59,009 )   $     $ 66,475    

Segment Assets

  $ 1,973,627     $ 791,844     $     $ 2,765,471    

Depreciation, Depletion and Amortization

  $ 90,295     $ 6,580     $     $ 96,875    

Capital Expenditures

  $ 72,185     $ 10,769     $     $ 82,954    
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block]
   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2020

   

2019

   

2020

   

2019

 

Customer B

  $ 30,032     $ 139,811     $ 134,386     $ 262,930  

Customer C

  $ 14,060     $ 53,511     $ 49,743     $ 95,377  

Customer A

    *     $ 68,370     $ 48,829     $ 130,241  
Reconciliation of Assets from Segment to Consolidated [Table Text Block]
   

June 30,

 
   

2020

   

2019

 

Segment Assets for Total Reportable Business Segments

  $ 1,889,557     $ 1,973,627  

Segment Assets for All Other Business Segments

    521,843       516,108  

Items Excluded from Segment Assets:

               

Cash and Other Investments

    45,834       183,899  

Deferred Tax Assets

    108,898       91,837  

Total Consolidated Assets

  $ 2,566,132     $ 2,765,471  
v3.20.2
Note 16 - Additional Information With Respect to Unrestricted Subsidiaries (Tables)
6 Months Ended
Jun. 30, 2020
Notes Tables  
Condensed Income Statement [Table Text Block]
   

Company and

                 
   

Restricted

   

Unrestricted

         
   

Subsidiaries

   

Subsidiaries

   

Consolidated

 

Revenue and Other Income:

                       

Coal Revenue

  $ 76,806     $ 25,507     $ 102,313  

Terminal Revenue

    15,898             15,898  

Freight Revenue

    2,314       771       3,085  

Miscellaneous Other Income

    16,802       17,134       33,936  

Gain on Sale of Assets

    7,329             7,329  

Total Revenue and Other Income

    119,149       43,412       162,561  

Costs and Expenses:

                       

Operating and Other Costs

    91,325       25,081       116,406  

Depreciation, Depletion and Amortization

    34,635       11,520       46,155  

Freight Expense

    2,314       771       3,085  

Selling, General and Administrative Costs

    8,579       2,360       10,939  

Interest Expense, net

    12,468       2,254       14,722  

Total Costs and Expenses

    149,321       41,986       191,307  

(Loss) Earnings Before Income Tax

    (30,172 )     1,426       (28,746 )

Income Tax Benefit

    (7,683 )           (7,683 )

Net (Loss) Income

    (22,489 )     1,426       (21,063 )

Less: Net Loss Attributable to Noncontrolling Interest

    (3,080 )           (3,080 )

Net (Loss) Income Attributable to CONSOL Energy Inc. Shareholders

  $ (19,409 )   $ 1,426     $ (17,983 )
   

Company and

                 
   

Restricted

   

Unrestricted

         
   

Subsidiaries

   

Subsidiaries

   

Consolidated

 

Revenue and Other Income:

                       

Coal Revenue

  $ 262,965     $ 87,655     $ 350,620  

Terminal Revenue

    16,708             16,708  

Freight Revenue

    2,890       964       3,854  

Miscellaneous Other Income

    (7,844 )     20,038       12,194  

Gain (Loss) on Sale of Assets

    943       (10 )     933  

Total Revenue and Other Income

    275,662       108,647       384,309  

Costs and Expenses:

                       

Operating and Other Costs

    194,580       58,868       253,448  

Depreciation, Depletion and Amortization

    34,815       11,336       46,151  

Freight Expense

    2,890       964       3,854  

Selling, General and Administrative Costs

    13,335       2,953       16,288  

Loss on Debt Extinguishment

    1,500             1,500  

Interest Expense, net

    14,489       1,557       16,046  

Total Costs and Expenses

    261,609       75,678       337,287  

Earnings Before Income Tax

    14,053       32,969       47,022  

Income Tax Benefit

    (1,808 )           (1,808 )

Net Income

    15,861       32,969       48,830  

Less: Net Income Attributable to Noncontrolling Interest

    5,550             5,550  

Net Income Attributable to CONSOL Energy Inc. Shareholders

  $ 10,311     $ 32,969     $ 43,280  
   

Company and

                 
   

Restricted

   

Unrestricted

         
   

Subsidiaries

   

Subsidiaries

   

Consolidated

 

Revenue and Other Income:

                       

Coal Revenue

  $ 268,395     $ 89,370     $ 357,765  

Terminal Revenue

    32,399             32,399  

Freight Revenue

    4,674       1,558       6,232  

Miscellaneous Other Income

    20,665       29,441       50,106  

Gain on Sale of Assets

    7,315             7,315  

Total Revenue and Other Income

    333,448       120,369       453,817  

Costs and Expenses:

                       

Operating and Other Costs

    254,917       73,764       328,681  

Depreciation, Depletion and Amortization

    77,650       23,448       101,098  

Freight Expense

    4,674       1,558       6,232  

Selling, General and Administrative Costs

    22,203       6,406       28,609  

Gain on Debt Extinguishment

    (16,833 )           (16,833 )

Interest Expense, net

    25,984       4,409       30,393  

Total Costs and Expenses

    368,595       109,585       478,180  

(Loss) Earnings Before Income Tax

    (35,147 )     10,784       (24,363 )

Income Tax Benefit

    (5,775 )           (5,775 )

Net (Loss) Income

    (29,372 )     10,784       (18,588 )

Less: Net Loss Attributable to Noncontrolling Interest

    (2,972 )           (2,972 )

Net (Loss) Income Attributable to CONSOL Energy Inc. Shareholders

  $ (26,400 )   $ 10,784     $ (15,616 )
   

Company and

                 
   

Restricted

   

Unrestricted

         
   

Subsidiaries

   

Subsidiaries

   

Consolidated

 

Revenue and Other Income:

                       

Coal Revenue

  $ 512,342     $ 170,781     $ 683,123  

Terminal Revenue

    34,526             34,526  

Freight Revenue

    7,887       2,629       10,516  

Miscellaneous Other Income

    4,137       21,349       25,486  

Gain (Loss) on Sale of Assets

    1,277       (5 )     1,272  

Total Revenue and Other Income

    560,169       194,754       754,923  

Costs and Expenses:

                       

Operating and Other Costs

    372,184       111,377       483,561  

Depreciation, Depletion and Amortization

    74,322       22,553       96,875  

Freight Expense

    7,887       2,629       10,516  

Selling, General and Administrative Costs

    30,698       7,513       38,211  

Loss on Debt Extinguishment

    24,643             24,643  

Interest Expense, net

    31,734       2,908       34,642  

Total Costs and Expenses

    541,468       146,980       688,448  

Earnings Before Income Tax

    18,701       47,774       66,475  

Income Tax Benefit

    (2,658 )           (2,658 )

Net Income

    21,359       47,774       69,133  

Less: Net Income Attributable to Noncontrolling Interest

    11,418             11,418  

Net Income Attributable to CONSOL Energy Inc. Shareholders

  $ 9,941     $ 47,774     $ 57,715  
Condensed Balance Sheet [Table Text Block]

Balance Sheet at June 30, 2020 (unaudited):

                       
                         
   

Company and

                 
   

Restricted

   

Unrestricted

         
   

Subsidiaries

   

Subsidiaries

   

Consolidated

 

ASSETS

                       

Current Assets:

                       

Cash and Cash Equivalents

  $ 32,893     $ 134     $ 33,027  

Accounts and Notes Receivable

                       

Trade Receivables, net

          99,993       99,993  

Other Receivables, net

    27,089       747       27,836  

Inventories

    46,919       14,122       61,041  

Prepaid Expenses and Other Assets

    18,322       2,761       21,083  

Total Current Assets

    125,223       117,757       242,980  

Property, Plant and Equipment:

                       

Property, Plant and Equipment

    4,062,898       1,001,044       5,063,942  

Less-Accumulated Depreciation, Depletion and Amortization

    2,402,098       594,233       2,996,331  

Total Property, Plant and Equipment - Net

    1,660,800       406,811       2,067,611  

Other Assets:

                       

Deferred Income Taxes

    108,898             108,898  

Right of Use Asset - Operating Leases

    49,574       13,335       62,909  

Other, net

    70,488       13,246       83,734  

Total Other Assets

    228,960       26,581       255,541  

TOTAL ASSETS

  $ 2,014,983     $ 551,149     $ 2,566,132  

LIABILITIES AND EQUITY

                       

Current Liabilities:

                       

Accounts Payable

  $ 48,223     $ 18,229     $ 66,452  

Accounts (Recoverable) Payable - Related Parties

    (4,731 )     4,731        

Current Portion of Long-Term Debt

    58,162       8,763       66,925  

Other Accrued Liabilities

    203,744       36,782       240,526  

Total Current Liabilities

    305,398       68,505       373,903  

Long-Term Debt:

                       
Long-Term Debt, Related Party     (158,169 )     158,169        

Long-Term Debt

    595,360             595,360  

Finance Lease Obligations

    17,874       5,666       23,540  

Total Long-Term Debt

    455,065       163,835       618,900  

Deferred Credits and Other Liabilities:

                       

Postretirement Benefits Other Than Pensions

    425,493             425,493  

Pneumoconiosis Benefits

    194,666       6,508       201,174  

Asset Retirement Obligations

    217,618       11,030       228,648  

Workers' Compensation

    57,378       3,811       61,189  

Salary Retirement

    38,947             38,947  

Operating Lease Liability

    36,377       9,102       45,479  

Other

    15,668       856       16,524  

Total Deferred Credits and Other Liabilities

    986,147       31,307       1,017,454  

TOTAL LIABILITIES

    1,746,610       263,647       2,010,257  

Total CONSOL Energy Inc. Stockholders’ Equity

    139,679       287,502       427,181  

Noncontrolling Interest

    128,694             128,694  

TOTAL LIABILITIES AND EQUITY

  $ 2,014,983     $ 551,149     $ 2,566,132  

Balance Sheet at December 31, 2019:

                       
                         
   

Company and

                 
   

Restricted

   

Unrestricted

         
   

Subsidiaries

   

Subsidiaries

   

Consolidated

 

ASSETS

                       

Current Assets:

                       

Cash and Cash Equivalents

  $ 79,717     $ 576     $ 80,293  

Accounts and Notes Receivable

                       

Trade Receivables, net

          131,688       131,688  

Other Receivables, net

    39,412       1,572       40,984  

Inventories

    41,478       12,653       54,131  

Prepaid Expenses and Other Assets

    25,181       5,752       30,933  

Total Current Assets

    185,788       152,241       338,029  

Property, Plant and Equipment:

                       

Property, Plant and Equipment

    4,023,282       984,898       5,008,180  

Less-Accumulated Depreciation, Depletion and Amortization

    2,344,777       571,238       2,916,015  

Total Property, Plant and Equipment - Net

    1,678,505       413,660       2,092,165  

Other Assets:

                       

Deferred Income Taxes

    103,505             103,505  

Right of Use Asset - Operating Leases

    56,937       15,695       72,632  

Other, net

    74,015       13,456       87,471  

Total Other Assets

    234,457       29,151       263,608  

TOTAL ASSETS

  $ 2,098,750     $ 595,052     $ 2,693,802  

LIABILITIES AND EQUITY

                       

Current Liabilities:

                       

Accounts Payable

  $ 79,140     $ 27,083     $ 106,223  

Accounts (Recoverable) Payable - Related Parties

    (1,419 )     1,419        

Current Portion of Long-Term Debt

    45,020       5,252       50,272  

Other Accrued Liabilities

    196,314       39,455       235,769  

Total Current Liabilities

    319,055       73,209       392,264  

Long-Term Debt:

                       
Long-Term Debt, Related Party     (148,156 )     148,156        

Long-Term Debt

    653,802             653,802  

Finance Lease Obligations

    7,391       1,645       9,036  

Total Long-Term Debt

    513,037       149,801       662,838  

Deferred Credits and Other Liabilities:

                       

Postretirement Benefits Other Than Pensions

    432,496             432,496  

Pneumoconiosis Benefits

    196,114       6,028       202,142  

Asset Retirement Obligations

    239,410       10,801       250,211  

Workers' Compensation

    57,583       3,611       61,194  

Salary Retirement

    49,930             49,930  

Operating Lease Liability

    43,906       11,507       55,413  

Other

    14,134       785       14,919  

Total Deferred Credits and Other Liabilities

    1,033,573       32,732       1,066,305  

TOTAL LIABILITIES

    1,865,665       255,742       2,121,407  

Total CONSOL Energy Inc. Stockholders’ Equity

    95,889       339,310       435,199  

Noncontrolling Interest

    137,196             137,196  

TOTAL LIABILITIES AND EQUITY

  $ 2,098,750     $ 595,052     $ 2,693,802  
v3.20.2
Note 17 - Related Party Transactions (Tables)
6 Months Ended
Jun. 30, 2020
Notes Tables  
Schedule of Related Party Transactions [Table Text Block]
  

For the Three Months Ended June 30,

  

For the Six Months Ended June 30,

 
  

2020

  

2019

  

2020

  

2019

 

Operating and Other Costs

 $856  $767  $1,709  $1,530 

Selling, General and Administrative Costs

  1,864   1,974   4,657   5,030 

Total Services from CONSOL Energy

 $2,720  $2,741  $6,366  $6,560 
v3.20.2
Note 1 - Basis of Presentation (Details Textual)
Jun. 30, 2020
shares
Preferred Stock, Shares Authorized (in shares) 500,000
Preferred Stock, Shares Issued, Total (in shares) 0
Preferred Stock, Shares Outstanding, Ending Balance (in shares) 0
v3.20.2
Note 1 - Basis of Presentation - Schedule of Antidilutive Securities (Details) - shares
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Antidilutive securities excluded from calculation of earnings per share (in shares) 1,546,018 210,135 1,288,649 48,535
Restricted Stock Units (RSUs) [Member]        
Antidilutive securities excluded from calculation of earnings per share (in shares) 1,516,956 168,460 1,259,588 6,860
Performance Shares [Member]        
Antidilutive securities excluded from calculation of earnings per share (in shares) 29,062 41,675 29,061 41,675
v3.20.2
Note 1 - Basis of Presentation - Schedule of Basic and Dilutive Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Mar. 31, 2020
Jun. 30, 2019
Mar. 31, 2019
Jun. 30, 2020
Jun. 30, 2019
Net Income (loss) $ (21,063) $ 2,475 $ 48,830 $ 20,303 $ (18,588) $ 69,133
Less: Net (Loss) Income Attributable to Noncontrolling Interest (3,080)   5,550   (2,972) 11,418
Net (Loss) Income Attributable to CONSOL Energy Inc. Shareholders $ (17,983)   $ 43,280   $ (15,616) $ 57,715
Weighted-average shares of common stock outstanding (in shares) 26,031,103   27,498,021   26,009,129 27,514,349
Effect of dilutive shares* (in shares) 0   284,259   0 270,454
Weighted-average diluted shares of common stock outstanding (in shares) 26,031,103   27,782,280   26,009,129 27,784,803
Basic (in dollars per share) $ (0.69)   $ 1.57   $ (0.60) $ 2.10
Dilutive (in dollars per share) $ (0.69)   $ 1.56   $ (0.60) $ 2.08
v3.20.2
Note 2 - Revenue (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Capitalized Contract Cost, Net, Total $ 0   $ 0   $ 0
Capitalized Contract Cost, Amortization $ 0 $ 0 0 $ 0  
Contract with Customer, Liability, Revenue Recognized     $ 0    
v3.20.2
Note 2 - Revenue - Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Total Revenue from Contracts with Customers $ 121,296 $ 371,182 $ 396,396 $ 728,165
Coal Revenue [Member]        
Total Revenue from Contracts with Customers [1] 102,313 350,620 357,765 683,123
Terminal Revenue [Member]        
Total Revenue from Contracts with Customers 15,898 16,708 32,399 34,526
Freight Revenue [Member]        
Total Revenue from Contracts with Customers $ 3,085 $ 3,854 $ 6,232 $ 10,516
[1] For the three and six months ended June 30, 2020 and 2019, the PAMC segment had revenues from the following customers, each comprising over 10% of the Company’s total sales
v3.20.2
Note 3 - Miscellaneous Other Income - Miscellaneous Other Income (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Contract Buyout $ 30,144 $ 1,342 $ 40,969 $ 2,390
Royalty Income - Non-Operated Coal 2,893 5,677 7,397 11,887
Property Easements and Option Income 413 450 476 1,429
Rental Income 325 681 822 1,298
Interest Income 122 757 366 1,644
Purchased Coal Sales 0 2,730 0 5,916
Other 39 557 76 922
Miscellaneous Other Income $ 33,936 $ 12,194 $ 50,106 $ 25,486
v3.20.2
Note 4 - Components of Pension and Other Post-employment Benefit (OPEB) Plans Net Periodic Benefit Costs - Components of Net Periodic Benefit (Credit) Cost (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Pension Plan [Member]        
Service Cost $ 295 $ 987 $ 591 $ 1,975
Interest Cost 5,044 6,275 10,088 12,551
Expected Return on Plan Assets (10,455) (10,114) (20,910) (20,229)
Amortization of Prior Service Credits 0 (92) 0 (183)
Amortization of Actuarial Loss 1,731 1,490 3,461 2,979
Net Periodic Benefit (Credit) Cost (3,385) (1,454) (6,770) (2,907)
Other Postretirement Benefits Plan [Member]        
Service Cost 0 0 0 0
Interest Cost 3,199 4,580 6,398 9,160
Expected Return on Plan Assets 0 0 0 0
Amortization of Prior Service Credits (602) (601) (1,203) (1,203)
Amortization of Actuarial Loss 2,320 2,315 4,639 4,631
Net Periodic Benefit (Credit) Cost $ 4,917 $ 6,294 $ 9,834 $ 12,588
v3.20.2
Note 5 - Components of Coal Worker's Pneumoniosis (CWP) and Workers' Compensation Net Periodic Benefit Costs - Components of Net Period Benefit Costs (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Coal Workers Pneumoconiosis [Member]        
Service Cost $ 1,151 $ 948 $ 2,302 $ 1,896
Interest Cost 1,552 1,750 3,103 3,500
Amortization of Actuarial Loss 1,401 254 2,802 508
State Administrative Fees and Insurance Bond Premiums 0 0 0 0
Net Periodic Benefit (Credit) Cost 4,104 2,952 8,207 5,904
Workers Compensation [Member]        
Service Cost 1,569 1,421 3,138 2,842
Interest Cost 461 646 922 1,293
Amortization of Actuarial Loss (122) (193) (244) (387)
State Administrative Fees and Insurance Bond Premiums 461 574 1,082 1,161
Net Periodic Benefit (Credit) Cost $ 2,369 $ 2,448 $ 4,898 $ 4,909
v3.20.2
Note 6 - Income Taxes (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Effective Income Tax Rate Reconciliation, Percent, Total 29.90% 3.90% 27.00% 4.00%
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Percent, Total 37.90%   36.50% (3.40%)
Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Amount     $ 902  
Effective Income Tax Rate Reconciliation, CARES Act, Amount     $ 1,139  
Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Percent       (0.60%)
v3.20.2
Note 7 - Credit Losses (Details Textual) - USD ($)
$ in Thousands
Jan. 01, 2020
Jun. 30, 2020
Mar. 31, 2020
Dec. 31, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance   $ 555,875 $ 571,090 $ 572,395 $ 610,243 $ 571,522 $ 551,611
Retained Earnings [Member]              
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance   $ 240,989 $ 258,972 $ 259,903 $ 237,369 $ 196,583 $ 182,148
Retained Earnings [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member]              
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance $ 3,298            
Income Tax Effects Allocated Directly to Equity, Cumulative Effect of Change in Accounting Principle $ 1,109            
v3.20.2
Note 7 - Credit Losses - Impact of ASC 326 (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Jan. 01, 2020
Dec. 31, 2019
Allowance for Credit Losses on Receivables $ 609 $ 2,811 $ 0
Trade Accounts Receivable [Member]      
Allowance for Credit Losses on Receivables 4,874 2,100 2,100
Other Receivables [Member]      
Allowance for Credit Losses on Receivables $ 4,832 711 $ 711
Other Assets [Member]      
Allowance for Credit Losses on Receivables   0  
Cumulative Effect, Period of Adoption, Adjusted Balance [Member]      
Allowance for Credit Losses on Receivables   7,218  
Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Trade Accounts Receivable [Member]      
Allowance for Credit Losses on Receivables   3,051  
Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Other Receivables [Member]      
Allowance for Credit Losses on Receivables   3,372  
Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Other Assets [Member]      
Allowance for Credit Losses on Receivables   795  
Cumulative Effect, Period of Adoption, Adjustment [Member]      
Allowance for Credit Losses on Receivables   4,407  
Cumulative Effect, Period of Adoption, Adjustment [Member] | Trade Accounts Receivable [Member]      
Allowance for Credit Losses on Receivables   951  
Cumulative Effect, Period of Adoption, Adjustment [Member] | Other Receivables [Member]      
Allowance for Credit Losses on Receivables   2,661  
Cumulative Effect, Period of Adoption, Adjustment [Member] | Other Assets [Member]      
Allowance for Credit Losses on Receivables   $ 795  
v3.20.2
Note 7 - Credit Losses - Impact of ASC 326 - Allowance for Credit Losses by Portfolio (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2020
USD ($)
Beginning Balance $ 0
Provision for expected credit losses (186)
Beginning Balance 609
Cumulative Effect, Period of Adoption, Adjustment [Member] | Accounting Standards Update 2016-13 [Member]  
Beginning Balance 795
Trade Accounts Receivable [Member]  
Beginning Balance 2,100
Provision for expected credit losses 1,823
Beginning Balance 4,874
Trade Accounts Receivable [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | Accounting Standards Update 2016-13 [Member]  
Beginning Balance 951
Other Receivables [Member]  
Beginning Balance 711
Provision for expected credit losses 1,460
Beginning Balance 4,832
Other Receivables [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | Accounting Standards Update 2016-13 [Member]  
Beginning Balance $ 2,661
v3.20.2
Note 8 - Inventories - Inventories (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Coal $ 6,970 $ 2,484
Supplies 54,071 51,647
Total Inventories $ 61,041 $ 54,131
v3.20.2
Note 9 - Accounts Receivable Securitization (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Payments of Financing Costs, Total     $ 9,002 $ 20,169  
Line of Credit [Member] | Accounts Receivable Securitization Facility [Member]          
Line of Credit Facility, Maximum Borrowing Capacity $ 100,000   $ 100,000    
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage     0.60%    
Accounts Receivable Eligible for Securitization 22,923   $ 22,923   $ 41,282
Line of Credit Facility, Fair Value of Amount Outstanding 0   0   0
Letters of Credit Outstanding, Amount 21,772   21,772   41,211
Line of Credit Facility, Remaining Borrowing Capacity 1,151   1,151   $ 71
Payments of Financing Costs, Total $ 292 $ 370 $ 633 $ 751  
Line of Credit [Member] | Accounts Receivable Securitization Facility [Member] | Minimum [Member]          
Line of Credit Facility, Commitment Fee Percentage     2.00%    
Line of Credit [Member] | Accounts Receivable Securitization Facility [Member] | Maximum [Member]          
Line of Credit Facility, Commitment Fee Percentage     2.50%    
v3.20.2
Note 10 - Property, Plant and Equipment (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Finance Lease, Right-of-Use Asset, before Accumulated Amortization $ 81,571   $ 81,571   $ 52,729
Finance Lease, Right-of-Use Asset, Accumulated Amortization 43,375   43,375   $ 31,373
Finance Lease, Right-of-Use Asset, Amortization $ 5,538 $ 3,920 $ 10,502 $ 7,834  
v3.20.2
Note 10 - Property, Plant and Equipment - Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Total Property, Plant and Equipment $ 5,063,942 $ 5,008,180
Less: Accumulated Depreciation, Depletion and Amortization 2,996,331 2,916,015
Total Property, Plant and Equipment, Net 2,067,611 2,092,165
Coal and Other Plant and Equipment [Member]    
Total Property, Plant and Equipment 3,072,238 3,028,514
Mining Properties and Mineral Rights [Member]    
Total Property, Plant and Equipment 873,809 872,909
Airshafts [Member]    
Total Property, Plant and Equipment 447,417 437,003
Mine Development [Member]    
Total Property, Plant and Equipment 343,261 342,706
Coal Advance Mining Royalties [Member]    
Total Property, Plant and Equipment $ 327,217 $ 327,048
v3.20.2
Note 11 - Other Accrued Liabilities - Other Accrued Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Subsidence Liability $ 90,849 $ 90,645
Accrued Payroll and Benefits 19,142 21,102
Accrued Equipment Obligations 6,550 0
Accrued Interest 5,737 6,281
Other 22,340 21,034
Postretirement Benefits Other than Pensions 30,884 31,833
Asset Retirement Obligations 22,057 21,741
Operating Lease Liability 19,790 19,479
Pneumoconiosis Benefits 12,172 12,331
Workers' Compensation 11,005 11,323
Total Other Accrued Liabilities $ 240,526 $ 235,769
v3.20.2
Note 12 - Long-term Debt (Details Textual)
$ in Thousands
3 Months Ended 6 Months Ended
Mar. 28, 2019
USD ($)
Jun. 30, 2020
USD ($)
Mar. 31, 2020
USD ($)
Jun. 30, 2019
USD ($)
Jun. 30, 2020
USD ($)
Jun. 30, 2019
USD ($)
Dec. 31, 2022
USD ($)
Jun. 30, 2022
Dec. 31, 2021
Jun. 30, 2021
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Jul. 31, 2018
Dec. 31, 2017
Nov. 30, 2017
USD ($)
Finance Lease, Liability, Current   $ 21,208     $ 21,208             $ 18,219      
Gain (Loss) on Extinguishment of Debt, Total   (0)   $ (1,500) 16,833 $ (24,643)                  
Derivative Liability, Current   3,877     3,877             154      
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Total   (12) $ (2,773) (264) (2,785) (264)                  
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, Tax   (4) $ (933) $ (84) (937) (84)                  
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax         430                    
Derivative, Notional Amount   150,000     150,000                    
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Transferred         2,050                    
Revolving Credit Facility [Member]                              
Long-term Line of Credit, Total   $ 0     0                    
Loans Payable [Member] | The TLA Facility [Member]                              
Line of Credit Facility, Maximum Borrowing Capacity                             $ 100,000
Loans Payable [Member] | The TLB Facility [Member]                              
Repayments of Lines of Credit         $ 110,000                    
Loans Payable [Member] | The TLB Facility [Member] | Forecast [Member]                              
Long-term Debt, Percentage Bearing Fixed Interest, Amount             $ 50,000       $ 150,000        
Loans Payable [Member] | The TLB Facility [Member] | Maximum [Member]                              
Debt Instrument, Repayment, Percent of Excess Cash Flow         75.00%                    
Loans Payable [Member] | The TLB Facility [Member] | Minimum [Member]                              
Debt Instrument, Repayment, Percent of Excess Cash Flow         0.00%                    
Loans Payable [Member] | Senior Secured Second Lien Notes due 2025 [Member]                              
Debt Instrument, Covenant, Net Leverage Ratio, Maximum   2.00     2.00                    
Loans Payable [Member] | Revolving Credit Facility [Member]                              
Line of Credit Facility, Maximum Borrowing Capacity                             300,000
Debt Instrument, Basis Spread on Variable Rate 0.50%                            
Line of Credit Facility, Fair Value of Amount Outstanding                       0      
Letters of Credit Outstanding, Amount   $ 87,654     $ 87,654                    
Line of Credit Facility, Remaining Borrowing Capacity   $ 312,346     312,346                    
Loans Payable [Member] | Revolving Credit Facility [Member] | Senior Secured Second Lien Notes due 2025 [Member]                              
Debt Instrument, Covenant, Maximum Additional Borrowings         0                    
Loans Payable [Member] | Revolving Credit Facility [Member] | Senior Secured Second Lien Notes due 2025 [Member] | Maximum [Member]                              
Debt Instrument, Covenant, Maximum Amount of Letters of Credit         $ 200,000                    
Line of Credit [Member] | The TLB Facility [Member]                              
Line of Credit Facility, Maximum Borrowing Capacity                             400,000
Line of Credit [Member] | Revolving Credit Facility [Member]                              
Line of Credit Facility, Maximum Borrowing Capacity $ 400,000                           $ 300,000
Letters of Credit Outstanding, Amount                       69,588      
Line of Credit Facility, Remaining Borrowing Capacity                       $ 330,412      
Line of Credit [Member] | Revolving Credit Facility and TLA Facility [Member[                              
Debt Instrument, Covenant, Net Leverage Ratio, Maximum   3.75     3.75                    
Debt Instrument, Maximum First Lien Gross Leverage Ratio   1.97     1.97                    
Debt Instrument, Maximum Net Leverage Ratio   3.19     3.19                    
Debt Instrument, Minimum Fixed Charge Coverage Ratio   1.15     1.15                    
Line of Credit [Member] | Revolving Credit Facility and TLA Facility [Member[ | Forecast [Member]                              
Debt Instrument, Covenant, Net Leverage Ratio, Maximum               2.75 3.25 3.50          
Debt Instrument, Covenant, Fixed Charge Coverage Ratio, Minimum               1.10 1.05 1.00          
Line of Credit [Member] | Revolving Credit Facility and TLA Facility [Member[ | Maximum [Member]                              
Debt Instrument, Covenant, First Lien Gross Leverage Ratio   2.50     2.50                    
Line of Credit [Member] | Revolving Credit Facility and TLA Facility [Member[ | Maximum [Member] | Forecast [Member]                              
Debt Instrument, Covenant, First Lien Gross Leverage Ratio               1.75 2.00 2.25          
Senior Notes [Member] | Senior Secured Second Lien Notes due 2025 [Member]                              
Repayments of Lines of Credit           $ 110,000                  
Debt Instrument, Interest Rate, Stated Percentage   11.00%   11.00% 11.00% 11.00%             11.00% 11.00% 11.00%
Debt Instrument, Repurchased Face Amount   $ 43,176   $ 19,320 $ 43,176 $ 19,320                  
Gain (Loss) on Extinguishment of Debt, Total       $ 1,500 16,833 $ 24,643                  
Debt Instrument, Collateral Amount   $ 20,092     $ 20,092                    
Debt, Weighted Average Interest Rate   11.00%     11.00%             11.00%      
Secured Debt [Member] | Other Asset Backed Financing Matures in December 2020 [Member]                              
Debt Instrument, Collateral Amount   $ 16,924     $ 16,924                    
Secured Debt [Member] | Other Asset Backed Financing Matures in September 2024 [Member]                              
Debt Instrument, Collateral Amount   $ 3,168     $ 3,168                    
Secured Debt [Member] | Other Asset Backed Financing [Member]                              
Debt, Weighted Average Interest Rate   4.29%     4.29%             5.07%      
v3.20.2
Note 12 - Long-term Debt - Long-term Debt (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Long term debt $ 641,077 $ 685,855
Unamortized discount 11,478 10,323
Less: Amounts Due in One Year* [1] 45,717 32,053
Long-Term Debt 595,360 653,802
MEDCO Revenue Bonds in Series Due September 2025 at 5.75% [Member]    
Long term debt 102,865 102,865
Term Loan A Facility [Member]    
Long term debt 78,750 88,750
Other Asset Backed Financing [Member]    
Long term debt 20,092 9,289
Advance Royalty Commitments [Member]    
Long term debt 1,895 1,895
Loans Payable [Member] | Term Loan B Facility [Member]    
Long term debt 270,501 271,751
Unamortized discount 1,062 1,187
Senior Notes [Member] | Senior Secured Second Lien Notes due 2025 [Member]    
Long term debt $ 178,452 $ 221,628
[1] Excludes current portion of Finance Lease Obligations of $21,208 and $18,219 at June 30, 2020 and December 31, 2019, respectively.
v3.20.2
Note 12 - Long-term Debt - Long-term Debt (Details) (Parentheticals) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Principal Amount $ 652,555 $ 696,178
Unamortized discount $ 11,478 $ 10,323
MEDCO Revenue Bonds in Series Due September 2025 at 5.75% [Member]    
Debt, Weighted Average Interest Rate 5.75% 5.75%
Term Loan A Facility [Member]    
Debt, Weighted Average Interest Rate 5.50% 5.55%
Advance Royalty Commitments [Member]    
Debt, Weighted Average Interest Rate 10.78% 10.78%
Loans Payable [Member] | Term Loan B Facility [Member]    
Principal Amount $ 271,563 $ 272,938
Unamortized discount $ 1,062 $ 1,187
Debt, Weighted Average Interest Rate 4.68% 6.30%
Senior Notes [Member] | Senior Secured Second Lien Notes due 2025 [Member]    
Debt, Weighted Average Interest Rate 11.00% 11.00%
v3.20.2
Note 13 - Commitments and Contingent Liabilities (Details Textual)
$ in Thousands
Jun. 30, 2020
USD ($)
Dec. 31, 2019
USD ($)
Number of Mines Sold 5  
Guarantees, Maximum Exposure $ 18,000 $ 20,000
Guarantees, Fair Value Disclosure 378 $ 482
Minimum [Member]    
Servicing Liability, Estimated Annual Costs 10,000  
Maximum [Member]    
Servicing Liability, Estimated Annual Costs $ 20,000  
v3.20.2
Note 13 - Commitments and Contingent Liabilities - Material Adverse Effect on Company's Financial Condition (Details)
$ in Thousands
Jun. 30, 2020
USD ($)
Total Amounts Committed $ 748,240
Less Than 1 Year 719,007
1-3 Years 28,553
3-5 Years 398
Beyond 5 years 282
Standby Letters of Credit [Member]  
Total Amounts Committed 109,426
Less Than 1 Year 89,901
1-3 Years 19,525
3-5 Years 0
Beyond 5 years 0
Standby Letters of Credit [Member] | Employee Related Commitment [Member]  
Total Amounts Committed 68,346
Less Than 1 Year 50,925
1-3 Years 17,421
3-5 Years 0
Beyond 5 years 0
Standby Letters of Credit [Member] | Environmental Commitment [Member]  
Total Amounts Committed 398
Less Than 1 Year 398
1-3 Years 0
3-5 Years 0
Beyond 5 years 0
Standby Letters of Credit [Member] | Other Commitment [Member]  
Total Amounts Committed 40,682
Less Than 1 Year 38,578
1-3 Years 2,104
3-5 Years 0
Beyond 5 years 0
Surety Bond [Member]  
Total Amounts Committed 626,710
Less Than 1 Year 622,373
1-3 Years 4,337
3-5 Years 0
Beyond 5 years 0
Surety Bond [Member] | Employee Related Commitment [Member]  
Total Amounts Committed 87,424
Less Than 1 Year 87,424
1-3 Years 0
3-5 Years 0
Beyond 5 years 0
Surety Bond [Member] | Environmental Commitment [Member]  
Total Amounts Committed 535,155
Less Than 1 Year 531,461
1-3 Years 3,694
3-5 Years 0
Beyond 5 years 0
Surety Bond [Member] | Other Commitment [Member]  
Total Amounts Committed 4,131
Less Than 1 Year 3,488
1-3 Years 643
3-5 Years 0
Beyond 5 years 0
Other Guarantee Obligations [Member]  
Total Amounts Committed 12,104
Less Than 1 Year 6,733
1-3 Years 4,691
3-5 Years 398
Other Guarantee Obligations [Member] | Other Commitment [Member]  
Total Amounts Committed 12,104
Less Than 1 Year 6,733
1-3 Years 4,691
3-5 Years 398
Beyond 5 years $ 282
v3.20.2
Note 14 - Fair Value Of Financial instruments - Financial Instruments Measured at Fair Value (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Lease Guarantees $ (378) $ (482)
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]    
Lease Guarantees 0 0
Derivatives (1) [1] 0 0
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]    
Lease Guarantees 0 0
Derivatives (1) [1] (3,877) (154)
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]    
Lease Guarantees (378) (482)
Derivatives (1) [1] $ 0 $ 0
[1] Interest rate swaps are valued based on observable market swap rates and are classified within Level 2 of the fair value hierarchy.
v3.20.2
Note 14 - Fair Value Of Financial instruments - Schedule of Fair Value of Financial Instruments (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Long-Term Debt, Carrying Amount $ 652,555 $ 696,178
Long-Term Debt, Fair Value $ 452,983 $ 642,018
v3.20.2
Note 15 - Segment Information (Details Textual)
6 Months Ended
Jun. 30, 2020
Number of Reportable Segments 1
v3.20.2
Note 15 - Segment Information - Industry Segment (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Revenue $ 121,296 $ 371,182 $ 396,396 $ 728,165  
Earnings (Loss) Before Income Tax (28,746) 47,022 (24,363) 66,475  
Segment Assets 2,566,132 2,765,471 2,566,132 2,765,471 $ 2,693,802
Depreciation, Depletion and Amortization 46,155 46,151 101,098 96,875  
Capital Expenditures 19,269 48,783 46,447 82,954  
Coal Revenue [Member]          
Revenue [1] 102,313 350,620 357,765 683,123  
Terminal Revenue [Member]          
Revenue 15,898 16,708 32,399 34,526  
Freight Revenue [Member]          
Revenue 3,085 3,854 6,232 10,516  
Intersegment Eliminations [Member]          
Revenue 0 0 0 0  
Earnings (Loss) Before Income Tax 0 0 0 0  
Segment Assets 0 0 0 0  
Depreciation, Depletion and Amortization 0 0 0 0  
Capital Expenditures 0 0 0 0  
Intersegment Eliminations [Member] | Coal Revenue [Member]          
Revenue [1] 0 0 0 0  
Intersegment Eliminations [Member] | Terminal Revenue [Member]          
Revenue 0 0 0 0  
Intersegment Eliminations [Member] | Freight Revenue [Member]          
Revenue 0 0 0 0  
Pennsylvania Mining Complex [Member] | Operating Segments [Member]          
Revenue 105,111 354,474 363,710 693,639  
Earnings (Loss) Before Income Tax (21,823) 60,786 (10,949) 125,484  
Segment Assets 1,889,557 1,973,627 1,889,557 1,973,627  
Depreciation, Depletion and Amortization 46,793 45,427 95,210 90,295  
Capital Expenditures 16,262 39,813 36,954 72,185  
Pennsylvania Mining Complex [Member] | Operating Segments [Member] | Coal Revenue [Member]          
Revenue [1] 102,026 350,620 357,478 683,123  
Pennsylvania Mining Complex [Member] | Operating Segments [Member] | Terminal Revenue [Member]          
Revenue 0 0 0 0  
Pennsylvania Mining Complex [Member] | Operating Segments [Member] | Freight Revenue [Member]          
Revenue 3,085 3,854 6,232 10,516  
Other Segments [Member] | Operating Segments [Member]          
Revenue 16,185 16,708 32,686 34,526  
Earnings (Loss) Before Income Tax (6,923) (13,764) (13,414) (59,009)  
Segment Assets 676,575 791,844 676,575 791,844  
Depreciation, Depletion and Amortization (638) 724 5,888 6,580  
Capital Expenditures 3,007 8,970 9,493 10,769  
Other Segments [Member] | Operating Segments [Member] | Coal Revenue [Member]          
Revenue [1] 287 0 287 0  
Other Segments [Member] | Operating Segments [Member] | Terminal Revenue [Member]          
Revenue 15,898 16,708 32,399 34,526  
Other Segments [Member] | Operating Segments [Member] | Freight Revenue [Member]          
Revenue $ 0 $ 0 $ 0 $ 0  
[1] For the three and six months ended June 30, 2020 and 2019, the PAMC segment had revenues from the following customers, each comprising over 10% of the Company’s total sales
v3.20.2
Note 15 - Segment Information - Segment Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Revenue $ 121,296 $ 371,182 $ 396,396 $ 728,165
Pennsylvania Mining Complex [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer B [Member]        
Revenue 30,032 139,811 134,386 262,930
Pennsylvania Mining Complex [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer C [Member]        
Revenue $ 14,060 53,511 49,743 95,377
Pennsylvania Mining Complex [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer A [Member]        
Revenue   $ 68,370 $ 48,829 $ 130,241
v3.20.2
Note 15 - Segment Information - Total Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Jun. 30, 2019
Segment Assets $ 2,566,132 $ 2,693,802 $ 2,765,471
Cash and Other Investments 45,834   183,899
Deferred Tax Assets 108,898 $ 103,505 91,837
Operating Segments [Member] | Reportable Segments [Member]      
Segment Assets 1,889,557   1,973,627
Operating Segments [Member] | All Other Segment [Member]      
Segment Assets $ 521,843   $ 516,108
v3.20.2
Note 16 - Additional Information With Respect to Unrestricted Subsidiaries - Income Statement (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Mar. 31, 2020
Jun. 30, 2019
Mar. 31, 2019
Jun. 30, 2020
Jun. 30, 2019
Revenue $ 121,296   $ 371,182   $ 396,396 $ 728,165
Miscellaneous Other Income 33,936   12,194   50,106 25,486
Gain (Loss) on Sale of Assets 7,329   933   7,315 1,272
Total Revenue and Other Income 162,561   384,309   453,817 754,923
Operating and Other Costs 116,406   253,448   328,681 483,561
Depreciation, Depletion and Amortization 46,155   46,151   101,098 96,875
Freight Expense 3,085   3,854   6,232 10,516
Selling, General and Administrative Costs 10,939   16,288   28,609 38,211
Interest Expense, net 14,722   16,046   30,393 34,642
Total Costs and Expenses 191,307   337,287   478,180 688,448
(Loss) Earnings Before Income Tax (28,746)   47,022   (24,363) 66,475
Income Tax Benefit (7,683)   (1,808)   (5,775) (2,658)
Net Income (loss) (21,063) $ 2,475 48,830 $ 20,303 (18,588) 69,133
Less: Net (Loss) Income Attributable to Noncontrolling Interest (3,080)   5,550   (2,972) 11,418
Net (Loss) Income Attributable to CONSOL Energy Inc. Shareholders (17,983)   43,280   (15,616) 57,715
Loss on Debt Extinguishment (0)   (1,500)   16,833 (24,643)
(Gain) Loss on Debt Extinguishment 0   1,500   (16,833) 24,643
Loss on Debt Extinguishment (0)   (1,500)   16,833 (24,643)
Loss (Gain) on Debt Extinguishment 0   1,500   (16,833) 24,643
Coal Revenue [Member]            
Revenue [1] 102,313   350,620   357,765 683,123
Terminal Revenue [Member]            
Revenue 15,898   16,708   32,399 34,526
Freight Revenue [Member]            
Revenue 3,085   3,854   6,232 10,516
Parent Company and Restricted Subsidiaries [Member]            
Miscellaneous Other Income 16,802   (7,844)   20,665 4,137
Gain (Loss) on Sale of Assets 7,329   943   7,315 1,277
Total Revenue and Other Income 119,149   275,662   333,448 560,169
Operating and Other Costs 91,325   194,580   254,917 372,184
Depreciation, Depletion and Amortization 34,635   34,815   77,650 74,322
Freight Expense 2,314   2,890   4,674 7,887
Selling, General and Administrative Costs 8,579   13,335   22,203 30,698
Interest Expense, net 12,468   14,489   25,984 31,734
Total Costs and Expenses 149,321   261,609   368,595 541,468
(Loss) Earnings Before Income Tax (30,172)   14,053   (35,147) 18,701
Income Tax Benefit (7,683)   (1,808)   (5,775) (2,658)
Net Income (loss) (22,489)   15,861   (29,372) 21,359
Less: Net (Loss) Income Attributable to Noncontrolling Interest (3,080)   5,550   (2,972) 11,418
Net (Loss) Income Attributable to CONSOL Energy Inc. Shareholders (19,409)   10,311   (26,400) 9,941
Loss on Debt Extinguishment     (1,500)   16,833 24,643
(Gain) Loss on Debt Extinguishment     1,500   (16,833) (24,643)
Loss on Debt Extinguishment     (1,500)   16,833 24,643
Loss (Gain) on Debt Extinguishment     1,500   (16,833) (24,643)
Parent Company and Restricted Subsidiaries [Member] | Coal Revenue [Member]            
Revenue 76,806   262,965   268,395 512,342
Parent Company and Restricted Subsidiaries [Member] | Terminal Revenue [Member]            
Revenue 15,898   16,708   32,399 34,526
Parent Company and Restricted Subsidiaries [Member] | Freight Revenue [Member]            
Revenue 2,314   2,890   4,674 7,887
Subsidiaries [Member]            
Miscellaneous Other Income 17,134   20,038   29,441 21,349
Gain (Loss) on Sale of Assets 0   (10)   0 (5)
Total Revenue and Other Income 43,412   108,647   120,369 194,754
Operating and Other Costs 25,081   58,868   73,764 111,377
Depreciation, Depletion and Amortization 11,520   11,336   23,448 22,553
Freight Expense 771   964   1,558 2,629
Selling, General and Administrative Costs 2,360   2,953   6,406 7,513
Interest Expense, net 2,254   1,557   4,409 2,908
Total Costs and Expenses 41,986   75,678   109,585 146,980
(Loss) Earnings Before Income Tax 1,426   32,969   10,784 47,774
Income Tax Benefit 0   0   0 0
Net Income (loss) 1,426   32,969   10,784 47,774
Less: Net (Loss) Income Attributable to Noncontrolling Interest 0   0   0 0
Net (Loss) Income Attributable to CONSOL Energy Inc. Shareholders 1,426   32,969   10,784 47,774
Loss on Debt Extinguishment     (0)   (0) 0
(Gain) Loss on Debt Extinguishment     0   0 0
Loss on Debt Extinguishment     (0)   (0) 0
Loss (Gain) on Debt Extinguishment     0   0 0
Subsidiaries [Member] | Coal Revenue [Member]            
Revenue 25,507   87,655   89,370 170,781
Subsidiaries [Member] | Terminal Revenue [Member]            
Revenue 0   0   0 0
Subsidiaries [Member] | Freight Revenue [Member]            
Revenue $ 771   $ 964   $ 1,558 $ 2,629
[1] For the three and six months ended June 30, 2020 and 2019, the PAMC segment had revenues from the following customers, each comprising over 10% of the Company’s total sales
v3.20.2
Note 16 - Additional Information With Respect to Unrestricted Subsidiaries - Balance Sheet (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Jun. 30, 2019
Cash and Cash Equivalents $ 33,027 $ 80,293  
Trade Receivables, net 99,993 131,688  
Other Receivables, net 27,836 40,984  
Inventories 61,041 54,131  
Prepaid Expenses and Other Assets 21,083 30,933  
Total Current Assets 242,980 338,029  
Property, Plant and Equipment 5,063,942 5,008,180  
Less—Accumulated Depreciation, Depletion and Amortization 2,996,331 2,916,015  
Total Property, Plant and Equipment - Net 2,067,611 2,092,165  
Deferred Income Taxes 108,898 103,505 $ 91,837
Right of Use Asset - Operating Leases 62,909 72,632  
Other, net 83,734 87,471  
Total Other Assets 255,541 263,608  
TOTAL ASSETS 2,566,132 2,693,802 $ 2,765,471
Accounts Payable 66,452 106,223  
Accounts (Recoverable) Payable - Related Parties 0 0  
Current Portion of Long-Term Debt 66,925 50,272  
Other Accrued Liabilities 240,526 235,769  
Total Current Liabilities 373,903 392,264  
Long-Term Debt, Related Party 0 0  
Long-Term Debt, Related Party 0 0  
Long-Term Debt 595,360 653,802  
Finance Lease Obligations 23,540 9,036  
Total Long-Term Debt 618,900 662,838  
Postretirement Benefits Other Than Pensions 425,493 432,496  
Pneumoconiosis Benefits 201,174 202,142  
Asset Retirement Obligations 228,648 250,211  
Workers’ Compensation 61,189 61,194  
Salary Retirement 38,947 49,930  
Operating Lease Liability 45,479 55,413  
Other 16,524 14,919  
Total Deferred Credits and Other Liabilities 1,017,454 1,066,305  
TOTAL LIABILITIES 2,010,257 2,121,407  
Total CONSOL Energy Inc. Stockholders’ Equity 427,181 435,199  
Noncontrolling Interest 128,694 137,196  
TOTAL LIABILITIES AND EQUITY 2,566,132 2,693,802  
Parent Company and Restricted Subsidiaries [Member]      
Cash and Cash Equivalents 32,893 79,717  
Trade Receivables, net 0 0  
Other Receivables, net 27,089 39,412  
Inventories 46,919 41,478  
Prepaid Expenses and Other Assets 18,322 25,181  
Total Current Assets 125,223 185,788  
Property, Plant and Equipment 4,062,898 4,023,282  
Less—Accumulated Depreciation, Depletion and Amortization 2,402,098 2,344,777  
Total Property, Plant and Equipment - Net 1,660,800 1,678,505  
Deferred Income Taxes 108,898 103,505  
Right of Use Asset - Operating Leases 49,574 56,937  
Other, net 70,488 74,015  
Total Other Assets 228,960 234,457  
TOTAL ASSETS 2,014,983 2,098,750  
Accounts Payable 48,223 79,140  
Accounts (Recoverable) Payable - Related Parties (4,731) (1,419)  
Current Portion of Long-Term Debt 58,162 45,020  
Other Accrued Liabilities 203,744 196,314  
Total Current Liabilities 305,398 319,055  
Long-Term Debt, Related Party (158,169) (148,156)  
Long-Term Debt, Related Party 158,169 148,156  
Long-Term Debt 595,360 653,802  
Finance Lease Obligations 17,874 7,391  
Total Long-Term Debt 455,065 513,037  
Postretirement Benefits Other Than Pensions 425,493 432,496  
Pneumoconiosis Benefits 194,666 196,114  
Asset Retirement Obligations 217,618 239,410  
Workers’ Compensation 57,378 57,583  
Salary Retirement 38,947 49,930  
Operating Lease Liability 36,377 43,906  
Other 15,668 14,134  
Total Deferred Credits and Other Liabilities 986,147 1,033,573  
TOTAL LIABILITIES 1,746,610 1,865,665  
Total CONSOL Energy Inc. Stockholders’ Equity 139,679 95,889  
Noncontrolling Interest 128,694 137,196  
TOTAL LIABILITIES AND EQUITY 2,014,983 2,098,750  
Subsidiaries [Member]      
Cash and Cash Equivalents 134 576  
Trade Receivables, net 99,993 131,688  
Other Receivables, net 747 1,572  
Inventories 14,122 12,653  
Prepaid Expenses and Other Assets 2,761 5,752  
Total Current Assets 117,757 152,241  
Property, Plant and Equipment 1,001,044 984,898  
Less—Accumulated Depreciation, Depletion and Amortization 594,233 571,238  
Total Property, Plant and Equipment - Net 406,811 413,660  
Deferred Income Taxes 0 0  
Right of Use Asset - Operating Leases 13,335 15,695  
Other, net 13,246 13,456  
Total Other Assets 26,581 29,151  
TOTAL ASSETS 551,149 595,052  
Accounts Payable 18,229 27,083  
Accounts (Recoverable) Payable - Related Parties 4,731 1,419  
Current Portion of Long-Term Debt 8,763 5,252  
Other Accrued Liabilities 36,782 39,455  
Total Current Liabilities 68,505 73,209  
Long-Term Debt, Related Party 158,169 (148,156)  
Long-Term Debt, Related Party (158,169) 148,156  
Long-Term Debt 0 0  
Finance Lease Obligations 5,666 1,645  
Total Long-Term Debt 163,835 149,801  
Postretirement Benefits Other Than Pensions 0 0  
Pneumoconiosis Benefits 6,508 6,028  
Asset Retirement Obligations 11,030 10,801  
Workers’ Compensation 3,811 3,611  
Salary Retirement 0 0  
Operating Lease Liability 9,102 11,507  
Other 856 785  
Total Deferred Credits and Other Liabilities 31,307 32,732  
TOTAL LIABILITIES 263,647 255,742  
Total CONSOL Energy Inc. Stockholders’ Equity 287,502 339,310  
Noncontrolling Interest 0 0  
TOTAL LIABILITIES AND EQUITY $ 551,149 $ 595,052  
v3.20.2
Note 17 - Related Party Transactions (Details Textual)
$ / shares in Units, $ in Thousands
1 Months Ended 3 Months Ended 6 Months Ended
Jun. 05, 2020
Aug. 31, 2019
shares
Jun. 30, 2020
USD ($)
shares
Jun. 30, 2019
USD ($)
$ / shares
shares
Jun. 30, 2020
USD ($)
shares
Jun. 30, 2019
USD ($)
$ / shares
shares
Dec. 31, 2019
USD ($)
Nov. 28, 2019
USD ($)
May 31, 2019
USD ($)
Common Unit Shares Issued Upon Conversion   1              
CONSOL Coal Resources L P Units Member                  
Conversion of Stock, Shares Converted (in shares) | shares   11,611,067              
Stock and Debt Repurchase Program, Restricted Authorized Amount                 $ 50,000
CONSOL Coal Resources L P Member                  
Accounts Payable, Related Parties, Current     $ 4,731   $ 4,731   $ 1,419    
Stock and Debt Repurchase Program, Restricted Authorized Amount                 $ 50,000
CONSOL Coal Resources L P Member                  
Stock Purchased During Period, Affiliated Entity Units (in shares) | shares     0 6,884 0 6,884      
Stock Purchased, Affiliated Entity, Average Cost Per Share (in dollars per share) | $ / shares       $ 17.35   $ 17.35      
CNX Resources Corporation [Member]                  
Notes Receivable, Related Parties             $ 6,791    
Affiliated Company Credit Agreement [Member] | Affiliated Entity [Member]                  
Line of Credit Facility, Maximum Borrowing Capacity               $ 275,000  
Long-term Line of Credit, Total               $ 201,000  
Affiliated Company Credit Agreement [Member] | Affiliated Entity [Member] | CONSOL Coal Resources L P Member                  
Interest Expense, Related Party     $ 2,163 $ 1,971 $ 4,277 $ 3,766      
Affiliated Company Credit Agreement [Member] | Affiliated Entity [Member] | CONSOL Coal Resources L P Member | Minimum [Member]                  
Debt Instrument, Interest Rate, Stated Percentage               4.25%  
Affiliated Company Credit Agreement [Member] | Affiliated Entity [Member] | CONSOL Coal Resources L P Member | Maximum [Member]                  
Debt Instrument, Interest Rate, Stated Percentage               5.25%  
Affiliated Company Credit Agreement [Member] | Affiliated Entity [Member] | Senior Secured Revolving Credit Facility [Member]                  
Line of Credit Facility, Maximum Borrowing Capacity               $ 400,000  
Debt Instrument, Interest Rate, Increase (Decrease) 0.50%                
v3.20.2
Note 17 - Related Party Transactions - Changes for Services (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Total Services from CONSOL Energy $ 2,720 $ 2,741 $ 6,366 $ 6,560
Operating and Other Costs [Member]        
Total Services from CONSOL Energy 856 767 1,709 1,530
Selling, General and Administrative Expenses [Member]        
Total Services from CONSOL Energy $ 1,864 $ 1,974 $ 4,657 $ 5,030
v3.20.2
Note 18 - Stock, Unit and Debt Repurchases (Details Textual) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
May 31, 2020
Jul. 31, 2019
May 31, 2019
Jul. 31, 2018
Dec. 31, 2017
Nov. 30, 2017
Stock Repurchase Program, Authorized Amount   $ 50,000   $ 50,000            
Stock and Debt Repurchase Program, Authorized Amount               $ 100,000    
Stock Repurchased and Retired During Period, Shares (in shares) 0 351,443   351,443            
Weighted Average [Member]                    
Share Price (in dollars per share)   $ 27.18   $ 27.18            
CONSOL Coal Resources L P Member                    
Stock Purchased During Period, Affiliated Entity Units (in shares) 0 6,884 0 6,884            
Stock Purchased, Affiliated Entity, Average Cost Per Share (in dollars per share)   $ 17.35   $ 17.35            
CONSOL Coal Resources L P Member                    
Stock and Debt Repurchase Program, Authorized Amount         $ 270,000 $ 200,000        
Stock and Debt Repurchase Program, Additional Authorized Amount         $ 70,000 $ 25,000        
Stock and Debt Repurchase Program, Restricted Authorized Amount             $ 50,000      
CONSOL Coal Resources L P Units Member                    
Stock and Debt Repurchase Program, Authorized Amount             175,000      
Stock and Debt Repurchase Program, Additional Authorized Amount             75,000 $ 25,000    
Stock and Debt Repurchase Program, Restricted Authorized Amount             $ 50,000      
Senior Secured Second Lien Notes due 2025 [Member]                    
Repayments of Debt     $ 25,480 $ 19,320            
Senior Notes [Member] | Senior Secured Second Lien Notes due 2025 [Member]                    
Debt Instrument, Interest Rate, Stated Percentage 11.00% 11.00% 11.00% 11.00%       11.00% 11.00% 11.00%
Repayments of Debt     $ 43,176 $ 19,320