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Item 5. Market for Registrant’s Common Equity

2022-02-10 compared with 2021-02-09 · 10 added, 46 removed, 32 unchanged (64% of the section changed)

3 unchanged sentences

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 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.

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

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

The graph assumes that the value of the investment in CNX common stock and each index was $100 at December 31, 2016.

4 unchanged sentences

S&P 500 Stock Index 100.0 119.4 112.0 144.4 167.9 213.1

Previous Peer Group 100.0 82.5 46.4 30.1 33.2 77.8

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

1 unchanged sentence

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.

CNX has not paid dividends on its common stock since 2016.

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 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.

The Credit Facility does not permit such dividend payments when an event of default has occurred and is continuing.

The indentures to the 7.25% Senior Notes due March 2027 and the 6.00% Senior Notes due 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.

14 unchanged sentences

(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).

(2) Shares repurchased as part of the Company's current $1,900 million share repurchase program authorized by the Board of Directors, which is not subject to an expiration date.

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.

“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information relating to CNX's equity compensation plans.

Selected Financial Data

The following table presents our selected consolidated financial and operating data for, and as of the end of, each of the periods indicated.

The selected consolidated financial data for, and as of the end of, each of the years ended December 31, 2020, 2019, 2018, 2017 and 2016 are derived from our audited Consolidated Financial Statements.

Certain reclassifications of prior year data have been made to conform to the year ended December 31, 2020 presentation.

The selected consolidated financial and operating data are not necessarily indicative of the results that may be expected for any future period.

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 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

(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)

Earnings per share:

(Loss) Income from Continuing Operations $ (2.43) $ (0.42) $ 3.75 $ 1.29 $ (2.40)

Income (Loss) from Discontinued Operations — — — 0.37 (1.30)

Net (Loss) Income $ (2.43) $ (0.42) $ 3.75 $ 1.66 $ (3.70)

(Loss) Income from Continuing Operations $ (2.43) $ (0.42) $ 3.71 $ 1.28 $ (2.40)

Income (Loss) from Discontinued Operations — — — 0.37 (1.30)

Net (Loss) Income $ (2.43) $ (0.42) $ 3.71 $ 1.65 $ (3.70)

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

Long-Term Debt from Discontinued Operations (including current portion) — — — — 302,200

Total Long-Term Debt (including current portion) $ 2,424,001 $ 2,754,443 $ 2,378,205 $ 2,187,289 $ 2,724,672

Cash Dividends Declared Per Share of Common Stock $ — $ — $ — $ — $ 0.010

“Risk Factors” and Part II.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of an adjustment to operating income for all periods and other matters that affect the comparability of the selected financial data as well as uncertainties that might affect the Company’s future financial condition.

OTHER OPERATING DATA

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

Average Sales Price ($ per Mcfe) (A) $ 2.49 $ 2.66 $ 2.97 $ 2.66 $ 2.63

Average Cost ($ per Mcfe) $ 1.64 $ 1.72 $ 1.82 $ 2.23 $ 2.32

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

(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.

Not applicable.

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