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Item 5. Market for Registrant’s Common Equity

2021-02-09 compared with 2020-02-10 · 34 added, 22 removed, 44 unchanged (56% of the section changed)

Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company's common stock is listed on the New York Stock Exchange under the symbol CNX.

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The following performance graph compares the yearly percentage change in the cumulative total shareholder return on the common stock of CNX to the cumulative shareholder return for the same period of a peer group and the Standard & Poor's 500 Stock Index.

The peer group has changed from the prior year in order to benchmark CNX against core peers found in the Appalachian Basin.

The current peer group is comprised of CNX, Antero Resources Corporation, Cabot Oil & Gas Corporation, EQT Corporation, Gulfport Energy Corporation, Range Resources Corporation and Southwestern Energy Co.

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The graph also assumes that all dividends were reinvested and that the investments were held through December 31, 2020.

2015 2016 2017 2018 2019 2020

CNX Resources Corporation 100.0 230.9 214.0 167.2 129.6 158.1

Peer Group 100.0 130.1 107.3 60.4 39.1 43.2

S&P 500 Stock Index 100.0 109.5 130.7 122.6 158.1 183.8

Previous Peer Group

Cumulative Total Shareholder Return Among CNX Resources Corporation, Peer Group and S&P 500 Stock Index

The above information is being furnished pursuant to Regulation S-K, Item 201 (e) (Performance Graph).

The declaration and payment of dividends by CNX is subject to the discretion of CNX's Board of Directors, and no assurance can be given that CNX will pay dividends in the future.

CNX’s Board of Directors determines whether dividends will be paid quarterly.

CNX suspended its quarterly dividend in March 2016 to further reflect the Company's increased emphasis on growth.

The determination to pay dividends in the future will depend upon, among other things, general business conditions, CNX’s financial results, contractual and legal restrictions regarding the payment of dividends by CNX, planned investments by CNX, and such other factors as the Board of Directors deems relevant.

The Company's Credit Facility limits CNX's ability to pay dividends in excess of an annual rate of $0.10 per share when the Company's net leverage ratio exceeds 3.00 to 1.00 and is subject to availability under the Credit Facility of at least 15% of the aggregate commitments.

The net leverage ratio was 2.64 to 1.00 at December 31, 2019 .

The determination to declare and pay dividends is made by CNX's Board of Directors.

CNX suspended its quarterly dividend starting in March 2016 to support the Company's increased emphasis on growth at that time.

Any determination to pay dividends in the future will depend upon, among other things, general business conditions, CNX’s financial results, contractual and legal restrictions regarding the payment of dividends by CNX, planned investments by CNX, and other factors as the Board of Directors deems relevant.

The Company's Credit Facility currently limits CNX's ability to pay dividends in excess of an annual rate of $0.10 per share when the Company's net leverage ratio exceeds 3.00 to 1.00 and is subject to availability under the Credit Facility of at least 15% of the aggregate commitments.

The Company's net leverage ratio was 2.45 to 1.00 at December 31, 2020.

The Credit Facility does not permit dividend payments in the event of default.

The indentures to the 5.875% Senior Notes due in April 2022 and the 7.25% Senior Notes due in March 2027 limit dividends to $0.50 per share annually unless several conditions are met.

The indentures to the 7.25% Senior Notes due in March 2027 and the 6.00% Senior Notes due in January 2029 limit dividends to $0.50 per share annually unless several conditions are met.

These conditions include no defaults, ability to incur additional debt and other payment limitations under the indentures.

There were no defaults in the year ended December 31, 2019 .

There were no defaults under the Company’s Credit Facility or Notes in the year ended December 31, 2020.

Unregistered Sales of Equity Securities and Use of Proceeds

There were no issuer purchases of equity securities in the fourth quarter of fiscal 2019.

Since the October 30, 2017 inception of the current stock repurchase program, CNX's Board of Directors has approved a $750 million stock repurchase program, which is not subject to an expiration date.

As of December 31, 2019, approximately $148.5 million remained available under the stock repurchase program.

The stock repurchase program does not obligate the Company to repurchase any dollar amount or number of shares and the Board may modify, suspend, or discontinue its authorization of the program at any time.

See Note 7 - Stock Repurchase in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.

The following table sets forth repurchases of our common stock during the three months ended December 31, 2020:

ISSUER PURCHASES OF EQUITY SECURITIES

Period Total Number of Shares Purchased (1)

Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)

Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (000's omitted)

October 1, 2020-

October 31, 2020 — $ — — $ 148,466

November 1, 2020-

November 30, 2020 725,784 $ 9.63 725,641 $ 141,480

December 1, 2020-

December 31, 2020 3,418,437 $ 10.60 3,412,886 $ 105,302

Total 4,144,221

(1) Includes shares withheld from employees to satisfy minimum tax withholding obligations associated with the vesting of restricted stock during the period.

(2) Shares repurchased as part of the Company's current $750 million share repurchase program authorized by the Board of Directors on October 30, 2017 and subsequently amended from time to time, which is not subject to an expiration date.

The amount of shares that may yet be purchased under the Plan does not include a $150 million increase authorized by the Board of Directors on January 26, 2021 (See Note 5 - Stock Repurchase in the Notes to the Audited Consolidated Financial Statements in Item 8 of this Form 10-K for additional information).

See Part III.

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The selected consolidated financial and operating data should be read in conjunction with Part II.

“Management's Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes included in this Annual Report.

(Dollars in thousands, except per share data)

For the Years Ended December 31,

“Management's Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes included in this Form 10k.

(Dollars in thousands, except per share data) For the Years Ended December 31,

2020 2019 2018 2017 2016

Revenue and Other Operating Income from Continuing Operations $ 1,257,978 $ 1,922,449 $ 1,730,434 $ 1,455,131 $ 759,968

Income (Loss) from Continuing Operations

(Loss) Income from Continuing Operations $ (428,744) $ 31,948 $ 883,111 $ 295,039 $ (550,945)

Net (Loss) Income Attributable to CNX Resources Shareholders $ (483,775) $ (80,730) $ 796,533 $ 380,747 $ (848,102)

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Assets from Continuing Operations

$ 8,041,764 $ 9,060,806 $ 8,592,170 $ 6,931,913 $ 6,682,770

Assets from Discontinued Operations — — — — 2,496,921

Total Assets $ 8,041,764 $ 9,060,806 $ 8,592,170 $ 6,931,913 $ 9,179,691

Long-Term Debt from Continuing Operations (including current portion) $ 2,424,001 $ 2,754,443 $ 2,378,205 $ 2,187,289 $ 2,422,472

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Years Ended December 31,

2020 2019 2018 2017 2016

Net Sales Volumes Produced (in Bcfe) 511.1 539.1 507.1 407.2 394.4

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Proved Reserves (in Bcfe) (B) 9,550 8,426 7,881 7,582 6,252

Represents average net sales price including the effect of derivative transactions.

Represents proved developed and undeveloped gas reserves at period end.

(A) Represents average net sales price including the effect of derivative transactions and excluding hedge monetizations.

(B) Represents proved developed and undeveloped gas reserves at period end.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity