1 unchanged sentence
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Report of Independent Registered Public Accounting Firm 79
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID:
Consolidated Statements of Income for the Years Ended December 31, 2021, 2020 and 2019 70
2 unchanged sentences
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2021, 2020 and 2019 74
−Removed: Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019, 2018 87
+Added: Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020, and 2019 75
Notes to the Audited Consolidated Financial Statements 76
21 unchanged sentences
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
−Removed: Issuance of Convertible Senior Notes
−Removed: Description of the Matter As described in Note 12 to the consolidated financial statements, in April 2020, the Company issued $345.0 million of aggregate principal of 2.25% convertible senior notes due May 2026 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
−Removed: Additionally, the Company entered into separate capped call transactions to reduce potential dilution to the Company’s common stock upon any conversion of the Convertible Notes.
−Removed: These transactions are collectively referred to as the Convertible Notes Transactions.
−Removed: To account for the Convertible Notes, the Company was required to separate the Convertible Notes into liability and equity components.
−Removed: The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated conversion feature.
−Removed: The carrying amount of the equity component was determined by deducting the fair value of the liability component from the principal value of the Convertible Notes.
−Removed: The equity component was recorded in capital in excess of par value in the consolidated statement of stockholders’ equity and is not remeasured as long as it continues to meet the conditions for equity classification.
−Removed: Auditing the Company’s accounting for the Convertible Notes Transactions was complex due to the judgment that was required in determining the balance sheet classification of the elements of the Convertible Notes.
−Removed: Additionally, a detailed analysis of the terms of the Convertible Notes Transactions was required to determine the existence of any derivatives that may require separate accounting under applicable accounting guidance.
−Removed: How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Convertible Notes Transactions.
−Removed: For example, we tested the Company's controls over the initial recognition and measurement of the Convertible Notes Transactions, including the recording of the associated liability and equity components.
−Removed: We also tested the evaluation of the Notes and the identification and evaluation of specific features and the related accounting.
−Removed: To test the initial accounting for the Convertible Notes Transactions, our audit procedures included, among others, inspection of the agreements underlying the Convertible Notes Transactions and testing management’s application of the relevant accounting guidance, including the determination of the balance sheet classification of each transaction and the identification of any derivatives included in the arrangements.
−Removed: We involved professionals with specialized skill and knowledge to assist in evaluating the appropriateness of the accounting for the convertible notes, including conclusions reached with respect to identification and bifurcation of embedded features.
Valuation of Goodwill
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As discussed in Note 9 to the consolidated financial statements, goodwill is tested for impairment at least annually, or more frequently if recent events or prevailing conditions indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value.
−Removed: Auditing management’s annual and interim quantitative goodwill impairment tests was complex and highly judgmental due to the significant estimation required to determine the fair value of the Midstream reporting unit.
−Removed: In particular, the fair value estimates were sensitive to significant assumptions, including changes in estimated future revenues, which are affected by expectations about future market, industry and economic conditions.
+Added: Auditing management’s annual quantitative goodwill impairment test was complex and highly judgmental due to the significant estimation required to determine the fair value of the Midstream reporting unit.
+Added: In particular, the fair value estimates were sensitive to significant assumptions, including estimated future revenues, which are affected by expectations about future market, industry and economic conditions.
How We Addressed the Matter in Our Audit We tested controls that address the risks of material misstatement related to the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above.
27 unchanged sentences
Natural Gas, NGLs and Oil Revenue $ 2,183,929 $ 896,745 $ 1,364,325
−Removed: Gain (Loss) on Commodity Derivative Instruments 172,982 376,105 ( 30,212 )
+Added: (Loss) Gain on Commodity Derivative Instruments ( 1,632,733 ) 172,982 376,105
Purchased Gas Revenue 99,713 105,792 94,027
13 unchanged sentences
Impairment of Unproved Properties and Expirations
−Removed: Impairment of Other Intangible Assets
Selling, General and Administrative Costs
3 unchanged sentences
Total Operating Expense 1,234,874 1,697,744 1,736,473
−Removed: Other Expense (Income)
−Removed: Other Expense (Income) 23,584 2,862 ( 14,571 )
+Added: Other Expense
+Added: Other Expense 15,748 23,584 2,862
Gain on Asset Sales and Abandonments, net ( 42,210 ) ( 21,224 ) ( 35,563 )
−Removed: Gain on Previously Held Equity Interest — — ( 623,663 )
−Removed: (Gain) Loss on Debt Extinguishment ( 10,101 ) 7,614 54,118
+Added: Loss (Gain) on Debt Extinguishment 33,737 ( 10,101 ) 7,614
Interest Expense 151,156 170,806 151,379
−Removed: Total Other Expense (Income) 163,065 126,292 ( 595,197 )
+Added: Total Other Expense 158,431 163,065 126,292
Total Costs and Expenses 1,393,305 1,860,809 1,862,765
3 unchanged sentences
Net Income Attributable to Noncontrolling Interests — 55,031 112,678
−Removed: Net (Loss) Income Attributable to CNX Resources Shareholders $ ( 483,775 ) $ ( 80,730 ) $ 796,533
−Removed: (Loss) Earnings Per Share
+Added: Net Loss Attributable to CNX Resources Shareholders $ ( 498,643 ) $ ( 483,775 ) $ ( 80,730 )
+Added: Loss Per Share
Basic $ ( 2.31 ) $ ( 2.43 ) $ ( 0.42 )
14 unchanged sentences
Comprehensive Income Attributable to Noncontrolling Interests — 55,031 112,678
−Removed: Comprehensive (Loss) Income Attributable to CNX Resources Shareholders $ ( 486,354 ) $ ( 85,431 ) $ 798,205
+Added: Comprehensive Loss Attributable to CNX Resources Shareholders $ ( 497,982 ) $ ( 486,354 ) $ ( 85,431 )
The accompanying notes are an integral part of these financial statements.
10 unchanged sentences
Supplies Inventories 6,147 9,657
−Removed: Recoverable Income Taxes (Note 6) 88 62,425
+Added: Recoverable Income Taxes 72 88
Derivative Instruments (Note 19) 95,002 84,657
7 unchanged sentences
Operating Lease Right-of-Use Assets (Note 13) 56,022 108,683
−Removed: Investment in Affiliates 16,022 16,710
Derivative Instruments (Note 19) 131,994 188,237
37 unchanged sentences
Accumulated Other Comprehensive Loss ( 14,523 ) ( 15,184 )
−Removed: Total CNX Resources Stockholders’ Equity 4,422,437 4,160,546
−Removed: Noncontrolling Interest — 801,763
TOTAL STOCKHOLDERS' EQUITY 3,700,273 4,422,437
5 unchanged sentences
Common Stock Capital in
−Removed: Value Retained Earnings (Deficit) Accumulated Other Comprehensive Income
+Added: Value Retained Earnings (Deficit) Accumulated Other Comprehensive Loss Total
CNX Resources Stockholders’ Equity Non- Controlling Interest Total Equity
December 31, 2018 $ 1,990 $ 2,264,063 $ 2,071,809 $ ( 7,904 ) $ 4,329,958 $ 751,785 $ 5,081,743
−Removed: Net Income — — 796,533 — 796,533 86,578 883,111
+Added: Net (Loss) Income — — ( 80,730 ) — ( 80,730 ) 112,678 31,948
Issuance of Common Stock 9 556 — — 565 — 565
2 unchanged sentences
Amortization of Stock-Based Compensation Awards — 36,545 — — 36,545 1,880 38,425
−Removed: Other Comprehensive Income — — — 1,672 1,672 — 1,672
−Removed: ASU 2018-02 Reclassification — — 1,100 ( 1,100 ) — — —
+Added: Other Comprehensive Loss — — — ( 4,701 ) ( 4,701 ) — ( 4,701 )
Distributions to CNXM Noncontrolling Interest Holders — — — — — ( 63,884 ) ( 63,884 )
−Removed: Acquisition of CNX Gathering, LLC — — — — — 718,577 718,577
December 31, 2019 $ 1,870 $ 2,199,605 $ 1,971,676 $ ( 12,605 ) $ 4,160,546 $ 801,763 $ 4,962,309
5 unchanged sentences
Amortization of Stock-Based Compensation Awards — 12,897 — — 12,897 1,485 14,382
+Added: Equity Component of Convertible Senior Notes, net of Issuance Costs — 78,317 — — 78,317 — 78,317
+Added: Purchase of Capped Call — ( 26,351 ) — — ( 26,351 ) — ( 26,351 )
Other Comprehensive Loss — — — ( 2,579 ) ( 2,579 ) — ( 2,579 )
Distributions to CNXM Noncontrolling Interest Holders — — — — — ( 41,987 ) ( 41,987 )
+Added: CNXM Merger 371 725,907 — 726,278 ( 815,983 ) ( 89,705 )
December 31, 2020 $ 2,208 $ 2,959,357 $ 1,476,056 $ ( 15,184 ) $ 4,422,437 $ — $ 4,422,437
December 31, 2020 $ 2,208 $ 2,959,357 $ 1,476,056 $ ( 15,184 ) $ 4,422,437 $ — $ 4,422,437
−Removed: Net (Loss) Income — — ( 483,775 ) — ( 483,775 ) 55,031 ( 428,744 )
+Added: Net Loss — — ( 498,643 ) — ( 498,643 ) — ( 498,643 )
Issuance of Common Stock 7 5,080 — — 5,087 — 5,087
3 unchanged sentences
Equity Component of Convertible Senior Notes, net of Issuance Costs — ( 33 ) — — ( 33 ) — ( 33 )
−Removed: Purchase of Capped Call — ( 26,351 ) — — ( 26,351 ) — ( 26,351 )
Other Comprehensive Loss — — — 661 661 — 661
−Removed: Distributions to CNXM Noncontrolling Interest Holders — — — — — ( 41,987 ) ( 41,987 )
−Removed: CNXM Merger 371 725,907 — — 726,278 ( 815,983 ) ( 89,705 )
December 31, 2021 $ 2,039 $ 2,834,863 $ 877,894 $ ( 14,523 ) $ 3,700,273 $ — $ 3,700,273
12 unchanged sentences
Impairment of Goodwill — 473,045 —
−Removed: Impairment of Other Intangible Assets — — 18,650
Stock-Based Compensation 16,560 14,382 38,425
Gain on Asset Sales and Abandonments, net ( 42,210 ) ( 21,224 ) ( 35,563 )
−Removed: Gain on Previously Held Equity Interest — — ( 623,663 )
−Removed: (Gain) Loss on Debt Extinguishment ( 10,101 ) 7,614 54,118
−Removed: (Gain) Loss on Commodity Derivative Instruments ( 172,982 ) ( 376,105 ) 30,212
−Removed: Loss on Other Derivative Instruments 13,051 — —
−Removed: Net Cash Received (Paid) in Settlement of Commodity Derivative Instruments 461,217 69,780 ( 69,720 )
+Added: Loss (Gain) on Debt Extinguishment 33,737 ( 10,101 ) 7,614
+Added: Loss (Gain) on Commodity Derivative Instruments 1,632,733 ( 172,982 ) ( 376,105 )
+Added: (Gain) Loss on Other Derivative Instruments ( 8,485 ) 13,051 —
+Added: Net Cash (Paid) Received in Settlement of Commodity Derivative Instruments ( 539,016 ) 461,217 69,780
Deferred Income Taxes ( 137,887 ) ( 118,300 ) 79,092
−Removed: Equity in Loss (Earnings) of Affiliates 688 ( 2,103 ) ( 5,363 )
Return on Equity Investment — — 4,056
+Added: Other ( 1,280 ) 688 ( 2,103 )
Changes in Operating Assets:
12 unchanged sentences
Capital Expenditures ( 465,861 ) ( 487,291 ) ( 1,192,599 )
−Removed: CNX Gathering LLC Acquisition, Net of Cash Acquired — — ( 299,272 )
Proceeds from Asset Sales 45,251 48,322 45,160
−Removed: Net Distributions from Equity Affiliates — — 9,250
Net Cash Used in Investing Activities ( 420,610 ) ( 438,969 ) ( 1,147,439 )
Cash Flows from Financing Activities:
−Removed: Net (Payments on) Proceeds from CNX Revolving Credit Facility ( 500,200 ) 49,000 612,000
+Added: Net Proceeds from (Payments on) CNX Revolving Credit Facility 31,200 ( 500,200 ) 49,000
Payments on Miscellaneous Borrowings ( 2,785 ) ( 7,155 ) ( 7,149 )
2 unchanged sentences
Proceeds from Issuance of CNXM Senior Notes 395,000 — —
−Removed: Net Proceeds from CSG Non-Revolving Credit Facilities 158,794 — —
+Added: Net (Payments on) Proceeds from CSG Non-Revolving Credit Facilities ( 160,544 ) 158,794 —
Proceeds from Issuance of Convertible Senior Notes — 334,650 —
7 unchanged sentences
Net Cash (Used in) Provided by Financing Activities ( 523,781 ) ( 350,786 ) 165,964
−Removed: Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash 5,316 ( 915 ) ( 491,969 )
+Added: Net (Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash ( 18,034 ) 5,316 ( 915 )
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period 21,599 16,283 17,198
12 unchanged sentences
Investments in oil and natural gas producing entities are accounted for under the proportionate consolidation method.
−Removed: Prior to the Merger on September 28, 2020, see Note 4 - Acquisitions and Dispositions, certain variable interest entities were required to be consolidated pursuant to the Consolidation topic of the Financial Accounting Standards Board (FASB) Accounting Standards Codification.
−Removed: The portion of these entities that was not owned by the Company was presented as non-controlling interest.
+Added: On September 28, 2020, the Merger (as defined in Note 4 – Acquisitions and Dispositions) of CNX Midstream Partners LP (CNXM) was completed.
+Added: Prior to the Merger, public unitholders held a 46.9 % equity interest in CNXM and CNX owned the remaining 53.1 % equity interest.
+Added: The earnings of CNXM that were attributed to its common units held by the public prior to the Merger are reflected in Net Income Attributable to Noncontrolling Interest in the Consolidated Statements of Income.
+Added: There were no changes to our ownership interest in CNXM during the year ended December 31, 2021.
Use of Estimates:
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Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term securities with original maturities of three months or less.
−Removed: Restricted cash consists of cash that the Company is contractually obligated to maintain in accordance with the terms of the Cardinal States Gathering LLC and CSG Holdings II LLC Credit Agreements, each dated March 13, 2020 (See Note 12 - Long-Term Debt for more information).
+Added: Restricted cash at December 31, 2020 consisted of cash that the Company was contractually obligated to maintain in accordance with the terms of the Cardinal States Gathering LLC and CSG Holdings II LLC Credit Agreements, each dated March 13, 2020.
+Added: During the year ended December 31, 2021 CNX, repaid in full the outstanding principal on both of these non-revolving credit facilities and terminated the Credit Agreements (See Note 12 - Long-Term Debt for more information).
The following table provides a reconciliation of cash, cash equivalents, and restricted cash to amounts shown in the statement of cash flows:
6 unchanged sentences
Trade accounts receivable are recorded at the invoiced amount and do not bear interest.
−Removed: On January 1, 2020, CNX adopted Accounting Standards Update (ASU) 2016-13 Financial Instruments – Credit Losses (Topic 326):
−Removed: Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.
The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.
−Removed: CNX adopted Topic 326 using the prospective transition method.
−Removed: Prior to adopting Topic 326, CNX reserved for specific accounts receivable when it was probable that all or a part of an outstanding balance would not be collected, such as customer bankruptcies.
−Removed: Collectability was determined based on terms of sale, credit status of customers and various other circumstances.
−Removed: CNX regularly reviewed collectability and established or adjusted the allowance as necessary using the specific identification method.
−Removed: Account balances were charged off against the allowance after all means of collection had been exhausted and the potential for recovery was considered remote.
−Removed: Reserves for uncollectible amounts were not material in the periods presented.
−Removed: Under Topic 326, management records an allowance for credit losses related to the collectability of third-party customers' receivables using the historical aging of the customer receivable balance.
+Added: Management records an allowance for credit losses related to the collectability of third-party customers' receivables using the historical aging of the customer receivable balance.
The collectability is determined based on past events, including historical experience, customer credit rating, as well as current market conditions.
2 unchanged sentences
There were no material financing receivables with a contractual maturity greater than one year at December 31, 2021 or 2020.
−Removed: As of December 31, 2020 and 2019, Accounts Receivable - Trade were $ 145,929 and $ 133,480 , respectively, and Other Receivables were $ 4,238 and $ 13,679 , respectively.
−Removed: The following represents the roll forward of the allowance for credit losses for the years ended:
+Added: The following represents activity related to the allowance for credit losses for the years ended:
Allowance for Credit Losses - Trade, Beginning of Year $ 84 $ —
12 unchanged sentences
Costs of unsuccessful exploratory wells are expensed when such wells are determined to be non-productive, or if the determination cannot be made after finding sufficient quantities of reserves to continue evaluating the viability of the project.
−Removed: The costs of producing properties and mineral
−Removed: interests are amortized using the units-of-production method.
+Added: The costs of producing properties and mineral interests are amortized using the units-of-production method.
Depreciation, depletion and amortization expense is calculated based on the actual produced sales volumes multiplied by the applicable rate per unit, which is derived by dividing the net capitalized costs by the number of units expected to be produced over the life of the reserves.
8 unchanged sentences
Expenditures which extend the useful lives of existing plant and equipment are capitalized.
−Removed: Interest costs applicable to major asset additions are capitalized during the construction period.
+Added: Interest costs applicable to major asset additions are capitalized during the construction
Planned major maintenance costs which do not extend the useful lives of existing plant and equipment are expensed as incurred.
25 unchanged sentences
Indicators of potential impairment include, but are not limited to, changes brought about by economic factors, commodity price outlooks, our geologists’ evaluation of the property, favorable or unfavorable activity on the property being evaluated and/or adjacent properties, potential shifts in business strategy employed by management and historical experience.
−Removed: The likelihood of an impairment of unproved oil and gas properties increases as the expiration of a lease term approaches if drilling activity has not commenced.
+Added: The likelihood of an impairment of unproved oil and gas properties increases as the expiration of a lease term approaches if drilling activity has
+Added: not commenced.
If it is determined that the Company does not intend to drill on the property prior to expiration or does not have the intent and ability to extend, renew, trade, or sell the lease prior to expiration, an impairment expense is recorded.
4 unchanged sentences
Impairment of Goodwill:
−Removed: In connection with the Midstream Acquisition (See Note 4 - Acquisitions and Dispositions for more information), CNX recorded $ 796,359 of goodwill through the application of purchase accounting.
+Added: In connection with the Midstream Acquisition (as defined in Note 4 – Acquisitions and Dispositions), CNX recorded $ 796,359 of goodwill through the application of purchase accounting (See Note 9 - Goodwill and Other Intangible Assets for more information).
The goodwill recorded was allocated in its entirety to the Midstream reporting unit within the Shale segment.
10 unchanged sentences
This approach generally involves two general steps:
−Removed: (i) The first step involves establishing a forecast of the estimated future net cash flows expected to accrue directly or indirectly to the owner of the asset over its remaining useful life or to the owner of the business entity (including a
−Removed: reporting unit).
+Added: (i) The first step involves establishing a forecast of the estimated future net cash flows expected to accrue directly or indirectly to the owner of the asset over its remaining useful life or to the owner of the business entity (including a reporting unit).
(ii) The second step involves discounting these estimated future net cash flows to their present value using a market rate of return.
−Removed: CNX determined the fair value based on estimated future revenues and earnings before deducting net interest expense (interest expense less interest income) and income taxes (EBITDA - a non-GAAP financial measure), and also included estimates for capital expenditures, discounted to present value using an industry rate adjusted for company-specific risk, which management feels reflects the overall level of inherent risk of the reporting unit.
+Added: CNX determines the fair value based on estimated future revenues and earnings before deducting net interest expense (interest expense less interest income) and income taxes (EBITDA - a non-GAAP financial measure), and also includes estimates for capital expenditures, discounted to present value using an industry rate adjusted for company-specific risk, which management feels reflects the overall level of inherent risk of the reporting unit.
These assumptions are affected by expectations about future market, industry and economic conditions.
−Removed: Cash flow projections were derived from board approved budgeted amounts, a seven-year operating forecast and an estimate of future cash flows.
−Removed: Subsequent cash flows were developed using growth or contraction rates that management believes are reasonably likely to occur.
+Added: Cash flow projections are derived from board approved budgeted amounts and require us to make projections and assumptions for many years into the future for demand, competition and operating costs, among other variables.
+Added: Subsequent cash flows are developed using growth or contraction rates that management believes are reasonably likely to occur.
The estimates of future cash flows and EBITDA are subjective in nature and are subject to impacts from business risks as described in Item 1A.
Risk Factors of this Form 10-K.
−Removed: The fair value estimation process requires considerable judgment and determining the fair value is sensitive to changes in assumptions impacting management’s estimates of future financial results.
+Added: The fair value estimation process requires considerable judgment and
+Added: determining the fair value is sensitive to changes in assumptions impacting management’s estimates of future financial results.
Although CNX believes the estimates and assumptions used in estimating the fair value are reasonable and appropriate, different assumptions and estimates could materially impact the estimated fair value.
2 unchanged sentences
CNX bypassed the qualitative assessment and performed a quantitative test that utilized a combination of the income and market approaches to estimate the fair value of the Midstream reporting unit.
−Removed: As a result of this assessment, CNX concluded that the carrying value exceed its estimated fair value, and as a result, an impairment of $ 473,045 was included in Impairment of Goodwill in the Consolidated Statements of Income.
+Added: As a result of this assessment, CNX concluded that the carrying value exceeded its estimated fair value, and as a result, an impairment of $ 473,045 was included in Impairment of Goodwill in the Consolidated Statements of Income.
In connection with our annual assessment of goodwill in the fourth quarter of 2021, we bypassed the qualitative assessment and performed a quantitative test that utilized a combination of the income and market approaches to estimate the fair value of the Midstream reporting unit.
As a result of this assessment, we concluded that the estimated fair value exceeded carrying value, and accordingly no adjustment to goodwill was necessary.
−Removed: However, the margin by which the fair value of the Midstream reporting unit exceeded its carrying value was less than 10 %.
−Removed: As a result, this reporting unit is susceptible to impairment risk from further adverse macroeconomic conditions or other adverse factors such as future gathering volumes being less than those currently estimated.
−Removed: Any such adverse changes in the future could reduce the underlying cash flows used to estimate fair values and could result in a decline in fair value that could trigger future impairment charges relating to the Midstream reporting unit.
+Added: Any adverse changes in the future could reduce the underlying cash flows used to estimate fair values and could result in a decline in fair value that could trigger future impairment charges relating to the Midstream reporting unit.
Impairment of Definite-Lived Intangible Assets:
Definite-lived intangible assets are amortized on a straight-line basis over their estimated economic lives and they are reviewed for impairment when indicators of impairment are present.
−Removed: In connection with the Midstream Acquisition (See Note 4 - Acquisitions and Dispositions for more information), CNX recorded $ 128,781 of other intangible assets, which are comprised of customer relationships, through the application of purchase accounting.
−Removed: In May 2018, CNX determined that the carrying value of a portion of the customer relationship intangible assets that were acquired in connection with the Midstream acquisition exceeded their fair value in conjunction with the Asset Exchange Agreement with HG Energy II Appalachia, LLC (See Note 4 - Acquisitions and Dispositions for more information).
−Removed: CNX recognized an impairment on this intangible asset of $ 18,650 , which is included in Impairment of Other Intangible Assets in the Consolidated Statements of Income.
−Removed: The customer relationships intangible asset is amortized on a straight-line basis over approximately 17 years.
+Added: Other intangible assets are comprised of customer relationships which are amortized on a straight-line basis over approximately 17 years.
Income Taxes:
Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns.
−Removed: The provision for income taxes represents income taxes paid or
−Removed: payable for the current year and the change in deferred taxes, excluding the effects of acquisitions during the year.
+Added: The provision for income taxes represents income taxes paid or payable for the current year and the change in deferred taxes, excluding the effects of acquisitions during the year.
Deferred taxes result from differences between the financial and tax bases of the Company's assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted.
7 unchanged sentences
Asset Retirement Obligations:
−Removed: CNX accrues for dismantling and removing costs of gas-related facilities and related surface reclamation using the accounting treatment prescribed by the Asset Retirement and Environmental Obligations Topic of the FASB Accounting Standards Codification.
+Added: CNX accrues the costs to dismantle and remove gas-related facilities upon exhaustion of mineral reserves and related surface reclamation using the accounting treatment prescribed by the Asset Retirement and Environmental Obligations Topic of the FASB Accounting Standards Codification.
This topic requires the fair value of an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made.
14 unchanged sentences
For revenues generated from natural gas gathering services provided to third-parties, this occurs when obligations under the terms of the contract with the shipper are satisfied.
−Removed: CNX sells natural gas to accommodate the delivery points of its customers.
+Added: CNX sells a portion of its natural gas to accommodate the delivery points of its customers.
In general, this gas is purchased at market price and re-sold on the same day at market price less a small transaction fee.
7 unchanged sentences
Contingencies:
−Removed: From time to time, CNX, or its subsidiaries, are 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
+Added: From time to time, CNX, or its subsidiaries, are 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.
Liabilities are recorded when it is probable that obligations have been incurred and the amounts can be reasonably estimated.
14 unchanged sentences
However, as stated in the counterparty master agreements, if CNX's obligations with any of its counterparties cease to be secured on the same basis as similar obligations with the other lenders under the credit facility, CNX would be required to post collateral for instruments in a liability position in excess of defined thresholds.
−Removed: All of the Company's derivative instruments are subject to master netting arrangements with the counterparties.
+Added: All of the Company's derivative instruments are
+Added: subject to master netting arrangements with the counterparties.
CNX recognizes all financial derivative instruments as either assets or liabilities at fair value in the Consolidated Balance Sheets on a gross basis, generally measured based upon Level 2 inputs, which is further described in Note 18 - Fair Value of Financial Instruments.
1 unchanged sentence
If early termination is elected, CNX and the applicable counterparty would net settle all open hedge positions.
−Removed: CNX is exposed to credit risk in the event of non-performance by counterparties, whose creditworthiness is subject to continuing review.
−Removed: Historically, CNX has not experienced any issues of non-performance by derivative counterparties.
+Added: CNX is exposed to credit risk in the event of non-performance by counterparties.
+Added: The creditworthiness of counterparties is subject to continuing review.
+Added: The Company has not experienced any issues of non-performance by derivative counterparties.
Recent Accounting Pronouncements:
−Removed: In August 2020, the FASB issued Accounting Standards Update (ASU) 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity's Own Equity.
−Removed: This ASU simplifies an entity's accounting for convertible instruments by eliminating two of the three models in ASC 470-20 that require separate accounting for embedded conversion features, simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification, requires entities to use the if-converted method for all convertible instruments in the diluted EPS calculation and include the effect of potential share settlement (if the effect is more dilutive) for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards, requires new disclosures about events that occur during the reporting period and cause conversion contingencies to be met and about the fair value of an entity's convertible debt at the instrument level, among other things.
−Removed: The amendments in this ASU are effective for public entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years, and can be adopted through either a modified retrospective method of transition or a fully retrospective method of transition.
−Removed: Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.
+Added: In May 2021, the FASB issued Accounting Standards Update (ASU) 2021-04 - Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.
+Added: This ASU provides guidance on how an issuer would measure and recognize the effect of these transactions.
+Added: Specifically, it provides a principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense.
+Added: The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.
+Added: An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments.
+Added: Early adoption is permitted.
The Company is still evaluating the effect of adopting this guidance.
+Added: In August 2020, the FASB issued ASU 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity's Own Equity.
+Added: This ASU simplifies an entity's accounting for convertible instruments by eliminating two of the three models in ASC 470-20 that require separate accounting for embedded conversion features, simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification, requires entities to use the if-converted method for all convertible instruments in the diluted EPS calculation and include the effect of potential share settlement (if the effect is more dilutive) for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards, requires new disclosures about events that occur during the reporting period and cause conversion contingencies to be met and about the fair value of an entity's convertible debt at the instrument level, among other things.
+Added: The amendments in this ASU are effective for public entities for fiscal years beginning after December 15, 2021 and will be applicable to the Convertible Senior Notes due May 2026 (“Convertible Notes”) that were issued in April 2020, for which the embedded conversion option was required to be separately accounted for as a component of stockholders’ equity.
+Added: The Company adopted ASU 2020-06 on January 1, 2022 and in conjunction therewith recorded adjustments to, among other things, increase long-term debt for the value of the embedded conversion that was previously classified in additional paid-in-capital in stockholders’ equity.
In March 2020, the FASB issued ASU 2020-04 - Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848).
This ASU provides optional expedient and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.
−Removed: In response to the 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
−Removed: and less susceptible to manipulation.
+Added: In response to the 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.
The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued.
1 unchanged sentence
The amendments in these ASUs are effective for all entities as of March 12, 2020 through December 31, 2022.
−Removed: The Company is still evaluating the effect of adopting this guidance.
−Removed: In March 2020, the FASB issued ASU 2020-03 - Codification Improvements to Financial Instruments.
−Removed: This ASU improves and clarifies various financial instruments topics, including the CECL standard.
−Removed: The ASU includes seven different issues that describe the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications.
−Removed: The amendments in this ASU have different effective dates.
−Removed: The adoption of this guidance is not expected to have a material impact on the Company's financial statements.
+Added: The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements.
Reclassifications:
4 unchanged sentences
NOTE 2— EARNINGS PER SHARE:
−Removed: Basic earnings per share is computed by dividing net income attributable to CNX shareholders by the weighted average shares outstanding during the reporting period.
−Removed: Diluted earnings per share is computed similarly to basic earnings per share, except that the weighted average shares outstanding are increased to include, if dilutive, additional shares from stock options, performance stock options, restricted stock units, performance share units and shares issuable upon conversion of CNX's outstanding Convertible Notes (See Note 12 - Long-Term Debt).
−Removed: The number of additional shares is calculated by assuming that outstanding stock options and performance share options were exercised, 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.
+Added: Basic earnings per share is computed by dividing net income or net loss attributable to CNX shareholders by the weighted average shares outstanding during the reporting period.
+Added: Diluted earnings per share is computed similarly to basic earnings per share, except that the weighted average shares outstanding are increased to include, if dilutive, additional shares from stock options, restricted stock units, performance share units and shares issuable upon conversion of CNX's outstanding Convertible Notes (See Note 12 - Long-Term Debt).
+Added: The number of additional shares is calculated by assuming that outstanding stock options were exercised, that outstanding restricted stock units and performance share units were released, that the shares that are issuable from the Convertible Notes are converted (subject to the considerations discussed further in the paragraph below), and that the proceeds from such activities were used to acquire shares of common stock at the average market price during the reporting period.
+Added: In periods when CNX recognizes a net loss, the impact of outstanding stock awards and the potential share settlement impact related to CNX’s Convertible Notes are excluded from the diluted loss per share calculation as their inclusion would have an antidilutive effect.
Pursuant to the Merger (See Note 4 - Acquisitions and Dispositions for more information), all outstanding phantom units previously granted under the CNXM long-term incentive plan were converted into the right to receive 0.88 shares of common stock of CNX.
As such, all outstanding phantom units were converted, effective as of the closing of the Merger, into CNX restricted stock units.
−Removed: Each CNX restricted stock unit will be subject to the same vesting, forfeiture and other terms and conditions applicable to the converted CNXM phantom units.
+Added: Each CNX restricted stock unit is subject to the same vesting, forfeiture and other terms and conditions applicable to the converted CNXM phantom units.
Under Accounting Standards Codification Topic 718, Compensation - Stock Compensation, it was determined that there was no additional compensation cost to record as the conversion of awards did not result in incremental fair value.
−Removed: CNXM's dilutive units did not have a material impact on the Company's earnings per share calculations for the period from January 1, 2020 through September 30, 2020, the year ended December 31, 2019, or the period from January 3, 2018 through December 31, 2018.
+Added: CNXM's dilutive units did not have a material impact on the Company's earnings per share calculations for the period from January 1, 2020 through September 30, 2020 or the year ended December 31, 2019.
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 antidilutive:
7 unchanged sentences
The Company expects to settle the principal amount of the Convertible Notes in cash.
−Removed: As a result, only the amount by which the conversion value exceeds the aggregated principal amount of the Convertible Notes is included in the diluted
−Removed: earnings per share computation under the treasury stock method.
+Added: As a result, only the amount by which the conversion value exceeds the aggregated principal amount of the Convertible Notes is included in the diluted earnings per share computation under the treasury stock method.
The conversion spread has a dilutive impact on diluted earnings per share when the average market price of the Company’s common stock for a given period exceeds the initial conversion price of $ 12.84 per share for the Convertible Notes.
−Removed: As of December 31, 2020, the if-converted value of the Convertible Notes did not exceed the outstanding principal amount.
In connection with the Convertible Notes’ issuance, the Company entered into privately negotiated capped call transactions with certain counterparties, (the “Capped Calls” and “Capped Call Transactions”), which were not included in calculating the number of diluted shares outstanding, as their effect would have been anti-dilutive.
−Removed: The computations for basic and diluted (loss) earnings per share are as follows:
+Added: The computations for basic and diluted loss per share are as follows:
For the Years Ended December 31,
2 unchanged sentences
Net Income Attributable to Non-Controlling Interest — 55,031 112,678
−Removed: Net (Loss) Income Attributable to CNX Resources Shareholders $ ( 483,775 ) $ ( 80,730 ) $ 796,533
+Added: Net Loss Attributable to CNX Resources Shareholders $ ( 498,643 ) $ ( 483,775 ) $ ( 80,730 )
Weighted-Average Shares of Common Stock Outstanding 215,971,381 199,225,441 190,727,122
1 unchanged sentence
Weighted-Average Diluted Shares of Common Stock Outstanding 215,971,381 199,225,441 190,727,122
−Removed: (Loss) Earnings Per Share:
+Added: Loss Per Share:
Basic $ ( 2.31 ) $ ( 2.43 ) $ ( 0.42 )
22 unchanged sentences
For these contracts, the Company generally concludes that the fixed price or fixed differentials in the contracts are representative of the standalone selling price.
−Removed: Revenue associated with natural gas, NGL and oil as presented on the accompanying Consolidated Statements of Income represent the Company’s share of revenues net of royalties and
−Removed: excluding revenue interests owned by others.
+Added: Revenue associated with natural gas, NGL and oil as presented on the accompanying Consolidated Statements of Income represent the Company’s share of revenues net of royalties and excluding revenue interests owned by others.
When selling natural gas, NGL and oil on behalf of royalty owners or working interest owners, the Company is acting as an agent and thus reports the revenue on a net basis.
3 unchanged sentences
The Company generally considers the interruptible gathering of each unit (MMBtu) of natural gas as a separate performance obligation.
−Removed: Payment terms for these contracts typically require payment within 25 days of the end of the calendar month in which the hydrocarbons are gathered.
+Added: Payment terms for these contracts typically require payment within 25 days
+Added: of the end of the calendar month in which the hydrocarbons are gathered.
Disaggregation of Revenue:
9 unchanged sentences
Other Sources of Revenue and Other Operating Income:
−Removed: Gain (Loss) on Commodity Derivative Instruments 172,982 376,105 ( 30,212 )
+Added: (Loss) Gain on Commodity Derivative Instruments ( 1,632,733 ) 172,982 376,105
Other Revenue and Operating Income 105,883 82,459 87,992
3 unchanged sentences
CNX invoices its customers once a performance obligation has been satisfied, at which point payment is unconditional.
−Removed: Accordingly, CNX's contracts with customers do not give rise to contract assets or liabilities under ASC 606.
+Added: Accordingly, CNX's contracts with customers do not give rise to material contract assets or liabilities under ASC 606.
The Company has no contract assets recognized from the costs to obtain or fulfill a contract with a customer.
−Removed: The opening and closing balances of the Company’s receivables related to contracts with customers were $ 133,480 and $ 145,929 , respectively, as of December 31, 2020.
Transaction Price Allocated to Remaining Performance Obligations:
4 unchanged sentences
For revenue associated with contract terms greater than one year, a significant portion of the consideration in those contracts is variable in nature and the Company allocates the variable consideration in its contract entirely to each specific performance obligation to which it relates.
−Removed: Therefore, any remaining variable consideration in the transaction price is allocated
−Removed: entirely to wholly unsatisfied performance obligations.
+Added: Therefore, any remaining variable consideration in the transaction price is allocated entirely to wholly unsatisfied performance obligations.
As such, the Company has not disclosed the value of unsatisfied performance obligations pursuant to the practical expedient.
−Removed: For revenue associated with contract terms greater than one year with a fixed price component, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 120,275 as of December 31, 2020.
+Added: For natural gas, NGL and oil revenue associated with contract terms greater than one year with a fixed price component, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 47,364 as of December 31, 2021.
The Company expects to recognize net revenue of $ 23,143 in the next 12 months and $ 12,316 over the following 12 months, with the remainder recognized thereafter.
5 unchanged sentences
CNX records the differences between the estimate and the actual amounts received in the month that payment is received from the purchaser.
−Removed: The Company has existing internal controls for its revenue estimation process and the related accruals, and any identified differences between its revenue estimates and actual revenue received historically have not been significant.
+Added: The Company has existing internal controls for its revenue estimation process and the related accruals, and any identified differences between its revenue estimates and the actual revenue received historically have not been significant.
For each of the years ended December 31, 2021, 2020, and 2019, revenue recognized in the current reporting period related to performance obligations satisfied in prior a reporting period was not material.
11 unchanged sentences
There were no changes in CNX's ownership interest in CNXM during the year ended December 31, 2021.
−Removed: See discussion of Midstream Acquisition below for change in ownership interest during the year ended December 31, 2018.
−Removed: CNXM’s revolving credit facility (See Note 10 - Revolving Credit Facilities) and the CNXM Senior Notes (See Note 12 - Long-Term Debt) were not impacted by the Merger.
−Removed: The Company incurred $ 11,271 of transaction costs directly attributable to the Merger during the year ended December 31, 2020, including financial advisory, legal service and other professional fees, which were recorded to Other Expense (Income) in the Consolidated Statements of Income.
−Removed: On August 31, 2018, CNX closed on the sale of substantially all of its Ohio Utica Joint Venture Assets in the wet gas Utica Shale areas of Belmont, Guernsey, Harrison, and Noble Counties, which included approximately 26,000 net undeveloped acres.
−Removed: The net cash proceeds of $ 381,124 are included in Proceeds from Asset Sales in the Consolidated Statements of Cash Flows and the net gain on the transaction of $ 130,710 is included in Gain on Asset Sales and Abandonments, net in the Consolidated Statements of Income.
−Removed: On May 2, 2018, CNX closed on an Asset Exchange Agreement (the “AEA”) with HG Energy II Appalachia, LLC (“HG Energy”), pursuant to which, among other things, HG Energy (i) paid to CNX approximately $ 7,000 and (ii) assigned to CNX certain undeveloped Marcellus and Utica acreage in Southwest Pennsylvania, in exchange for CNX (x) assigning its interest in certain non-core midstream assets and surface acreage to HG Energy and (y) releasing certain HG Energy oil and gas acreage from dedication under a gathering agreement that is partially held, indirectly, by CNX.
−Removed: In connection with the transaction, CNX also agreed to certain transactions with CNXM, including the amendment of the existing gas gathering agreement between CNX and CNXM to increase the existing well commitment by an additional forty wells.
−Removed: The net gain on the sale was $ 286 and is included in Gain on Asset Sales and Abandonments, net in the Consolidated Statements of Income.
−Removed: As a result of the AEA, CNX determined that the carrying value of a portion of the customer relationship intangible assets that were acquired in connection with the Midstream Acquisition discussed below (see also Note 9 - Goodwill and Other Intangible Assets) exceeded their fair value, and recognized an impairment of approximately $ 18,650 , which is included in Impairment of Other Intangible Assets in the Consolidated Statements of Income.
−Removed: On March 30, 2018, CNX Gas completed the sale of substantially all of its shallow oil and gas assets and certain Coalbed Methane (CBM) assets in Pennsylvania and West Virginia for $ 89,921 in cash consideration.
−Removed: In connection with the sale, the buyer assumed approximately $ 196,514 of asset retirement obligations.
−Removed: The net gain on the sale was $ 4,227 and is included in Gain on Asset Sales and Abandonments, net in the Consolidated Statements of Income.
−Removed: On December 14, 2017, CNX Gas entered into a purchase agreement with Noble, pursuant to which CNX Gas acquired Noble’s 50 % membership interest in CNX Gathering for a cash purchase price of $ 305,000 (the "Midstream Acquisition").
−Removed: Prior to the Midstream Acquisition, the Company accounted for its 50 % interest in CNX Gathering as an equity method investment as the Company had the ability to exercise significant influence, but not control, over the operating and financial policies of the midstream operations.
−Removed: In conjunction with the Midstream Acquisition, the Company obtained a controlling interest in CNX Gathering and, through CNX Gathering's ownership of the general partner, control over the Partnership.
−Removed: Accordingly, the Midstream Acquisition has been accounted for as a business combination using the acquisition method of accounting pursuant to ASC Topic 805, Business Combinations, or ASC 805.
−Removed: ASC 805 requires that, in circumstances where a business combination is achieved in stages (or step acquisition), previously held equity interests are remeasured at fair value and any difference between the fair value and the carrying value of the equity interest held be recognized as a gain or loss on the statement of income.
−Removed: The fair value assigned to the previously held equity interest in CNX Gathering and CNXM for purposes of calculating the gain or loss was $ 799,033 and was determined using the income approach, based on a discounted cash flow methodology.
−Removed: The resulting gain on remeasurement to fair value of the previously held equity interest in CNX Gathering and CNXM of $ 623,663 is included in Gain on Previously Held Equity Interest in the Consolidated Statements of Income.
−Removed: The fair value of the previously held equity interests was based on inputs that are not observable in the market and therefore represent Level 3 inputs (See Note 18 - Fair Value of Financial Instruments).
−Removed: The fair value was measured using valuation techniques that convert future cash flows into a single discounted amount.
−Removed: Significant inputs to the valuation included estimates of:
−Removed: (i) gathering volumes;
−Removed: (ii) future operating costs;
−Removed: and (iii) a market-based weighted average cost of capital.
−Removed: These inputs required significant judgments and estimates by management.
−Removed: The fair value of midstream facilities and equipment, generally consisting of pipeline systems and compression stations, were estimated using the cost approach.
−Removed: Significant unobservable inputs in the valuation include management's assumptions about the replacement costs for similar assets, the relative age of the acquired assets and any potential economic or functional obsolescence associated with the acquired assets.
−Removed: As a result, the fair value estimates of the midstream facilities and equipment represents a Level 3 fair value measurement.
−Removed: As part of the purchase price allocation, the Company identified intangible assets for customer relationships with third-party customers.
−Removed: The fair value of the identified intangible assets was determined using the income approach, which requires a forecast of the expected future cash flows generated and an estimated market-based weighted average cost of capital.
−Removed: Significant unobservable inputs in the valuation include future revenue estimates, future cost assumptions, and estimated
−Removed: customer retention rates.
−Removed: As a result, the fair value estimate of the identified intangible assets represents a Level 3 fair value measurement.
−Removed: The noncontrolling interest in the acquired business is comprised of the limited partner units in CNXM, which were not acquired by the Company.
−Removed: At the time of the Midstream Acquisition, the CNXM limited partner units were actively traded on the New York Stock Exchange and were valued based on observable market prices as of the transaction date and therefore represent a Level 1 fair value measurement.
−Removed: Allocation of Purchase Price (Midstream Acquisition)
−Removed: The following table summarizes the purchase price and the amounts of identified assets acquired and liabilities assumed based on the fair value as of January 3, 2018, with any excess of the purchase price over the fair value of the identified net assets acquired recorded as goodwill.
−Removed: The purchase price allocation was finalized as of December 31, 2018.
−Removed: Fair Value of Consideration Transferred:
−Removed: Cash Consideration $ 305,000
−Removed: CNX Gathering Cash on Hand at January 3, 2018 Distributed to Noble 2,620
−Removed: Fair Value of Previously Held Equity Interest 799,033
−Removed: Total Estimated Fair Value of Consideration Transferred $ 1,106,653
−Removed: The following is a summary of the fair values of the net assets acquired:
−Removed: Fair Value of Assets Acquired:
−Removed: Cash and Cash Equivalents $ 8,348
−Removed: Accounts and Notes Receivable 21,199
−Removed: Prepaid Expense 2,006
−Removed: Other Current Assets 163
−Removed: Property, Plant and Equipment, net 1,043,340
−Removed: Intangible Assets 128,781
−Removed: Total Assets Acquired 1,204,430
−Removed: Fair Value of Liabilities Assumed:
−Removed: Accounts Payable 26,059
−Removed: CNXM Revolving Credit Facility 149,500
−Removed: Total Liabilities Assumed 175,559
−Removed: Total Identifiable Net Assets 1,028,871
−Removed: Fair Value of Noncontrolling Interest in CNXM ( 718,577 )
−Removed: Goodwill 796,359
−Removed: Net Assets Acquired $ 1,106,653
−Removed: Post-Acquisition Operating Results (Midstream Acquisition)
−Removed: The Midstream Acquisition contributed the following to the Midstream reporting unit within the Shale segment:
−Removed: For the Years Ended December 31,
−Removed: 2020 2019 2018
−Removed: Other Revenue and Operating Income $ 64,710 $ 74,314 $ 89,781
−Removed: Earnings Before Income Tax $ 156,818 $ 166,654 $ 133,811
+Added: CNXM’s revolving credit facility (See Note 10 - Revolving Credit Facilities) and the CNXM Senior Notes due March 2026 (See Note 12 - Long-Term Debt) were not impacted by the Merger.
+Added: The Company incurred $ 11,271 of transaction costs directly attributable to the Merger during the year ended December 31, 2020, including financial advisory, legal service and other professional fees, which were recorded to Other Expense in the Consolidated Statements of Income.
NOTE 5— STOCK REPURCHASE:
−Removed: As of December 31, 2020, CNX's Board of Directors had approved $ 750,000 in stock repurchases since the October 30, 2017 inception of the current stock repurchase program.
−Removed: On January 26, 2021, the Company’s Board of Directors approved an increase in the aggregate amount of the current stock repurchase program plan, to $ 900,000 .
−Removed: This increases the amount available under the current stock repurchase program to $ 245,000 , not subject to an expiration date.
+Added: On January 26, 2021, the Company’s Board of Directors approved an increase in the aggregate amount of the previous $ 750,000 stock repurchase program plan to $ 900,000 , and on October 25, 2021, the Board of Directors approved an additional increase in the aggregate amount of the stock repurchase program to $ 1,900,000 .
+Added: As of December 31, 2021 the amount available under the stock repurchase program is $ 1,014,424 , and is not subject to an expiration date.
The repurchases may be affected from time-to-time through open market purchases, privately negotiated transactions, Rule 10b5-1 plans, accelerated stock repurchases, block trades, derivative contracts or otherwise in compliance with Rule 10b-18.
14 unchanged sentences
19,739 ( 35,220 ) 31,375
+Added: ( 137,887 ) ( 118,300 ) 79,092
Total Income Tax (Benefit) Expense $ ( 137,870 ) $ ( 174,087 ) $ 27,736
1 unchanged sentence
Deferred Tax Assets:
+Added: Gas Derivatives $ 262,658 $ —
Net Operating Loss- Federal
3 unchanged sentences
Foreign Tax Credit 39,404 43,194
−Removed: Operating Lease Right-of-Use Assets 28,085 47,849
+Added: Federal Tax Credits 33,034 —
Gas Well Closing 25,682 24,251
+Added: Operating Lease Liabilities 14,322 28,085
Salary Retirement 11,504 11,478
Equity Compensation 5,838 6,639
−Removed: Alternative Minimum Tax — 51,241
−Removed: Interest Limitation — 25,734
Total Deferred Tax Assets
9 unchanged sentences
( 133,287 ) ( 85,882 )
−Removed: Gas Derivatives
−Removed: ( 26,882 ) ( 105,721 )
−Removed: Operating Lease Liabilities ( 28,287 ) ( 46,640 )
Discount on Convertible Notes ( 15,864 ) ( 18,097 )
+Added: Operating Lease Right-of-Use Assets ( 14,985 ) ( 28,287 )
Advance Gas Royalties ( 1,842 ) ( 2,519 )
−Removed: ( 2,519 ) ( 3,337 )
+Added: Gas Derivatives — ( 26,882 )
( 392 ) ( 211 )
8 unchanged sentences
Negative evidence includes financial and tax losses generated in prior periods and the inability to achieve forecasted results for those periods.
−Removed: As of December 31, 2020, the Company has a deferred tax asset related to federal net operating losses of $ 215,936 , which expire at various times between 2034 and 2039.
−Removed: However, because of the Tax Cuts and Jobs Act (the "TCJA Act") enacted on December 22, 2017 and the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") enacted on March 27, 2020, the anticipated federal net operating losses generated in 2018 - 2020 do not expire but may only offset 80% of taxable income in any tax years beginning after 2020.
+Added: As of December 31, 2021, the Company has a deferred tax asset related to federal net operating losses of $ 209,731 .
+Added: The pre-2018 federal net operating losses will expire at various times between 2034 and 2037.
+Added: Because of the Tax Cuts and Jobs Act (TCJA) enacted on December 22, 2017 and the Coronavirus Aid, Relief, and Economic Security (CARES) Act enacted on March 27, 2020, the federal net operating losses (NOLs) generated in 2018 - 2021 do not expire but may only offset 80% of taxable income in any tax years beginning after 2020.
The CARES Act, which, among other things;
1 unchanged sentence
The impact of other tax implications of the Act on the financial statements and related disclosures are immaterial.
−Removed: The TCJA Act repealed the corporate AMT for tax years beginning January 1, 2018 and provides that AMT credits can be utilized to offset current federal taxes owed in tax years 2018 through 2020.
−Removed: In addition, 50% of any unused AMT credits are refundable during these years with any remaining AMT credit carryforward being fully refunded in 2021, which was revised under the CARES Act to 2020.
−Removed: The Company has no deferred tax asset relating to federal AMT credits as of December 31,
−Removed: 2020 compared to $ 51,241 as of December 31, 2019, a decrease of $ 51,241 from the prior year that resulted from the refunds received of all remaining outstanding AMT credits.
−Removed: A valuation allowance on foreign tax credits of $ 43,194 has also been recorded at December 31, 2020 and 2019.
+Added: A valuation allowance on foreign tax credits of $ 39,404 and $ 43,194 has also been recorded at December 31, 2021 and 2020, respectively.
+Added: The valuation allowance was decreased by $ 3,790 in 2021 due to the expiration of a portion of the credits.
The foreign tax credits expire at various times between 2022 and 2024.
2 unchanged sentences
A review of positive and negative evidence regarding these state tax benefits concluded that the valuation allowances for various CNX subsidiaries was warranted.
−Removed: These net operating losses (NOLs) expire at various times between 2021 and 2040.
+Added: West Virginia net operating losses generated after 2017 do not expire but may only offset 80% of taxable income.
+Added: Pre-2018 West Virginia and other state net operating losses expire at various times between 2022 and 2041.
Management will continue to assess the potential for realized deferred tax assets based upon income forecast data and the feasibility of future tax planning strategies and may record adjustments to valuation allowances against deferred tax assets in future periods, as appropriate, that could materially impact net income.
14 unchanged sentences
Other Deferred Adjustments ( 4,401 ) 0.7 1,166 ( 0.2 ) ( 1,691 ) ( 2.8 )
−Removed: Effect of Federal and State Rate Reductions ( 1,450 ) 0.2 ( 3,842 ) ( 6.4 ) ( 27,429 ) ( 2.5 )
+Added: Effect of State Apportionment Changes 22,458 ( 3.5 ) ( 1,450 ) 0.2 ( 3,842 ) ( 6.4 )
Effect of Federal Tax Credits ( 53,269 ) 8.3 ( 6,284 ) 1.0 2,881 4.8
2 unchanged sentences
The effective tax rate for the year ended December 31, 2021 was higher than the U.S.
+Added: federal statutory rate primarily due to federal income tax credits and state taxes offset by uncertain tax positions, equity compensation, and the increase in certain state valuation allowances as a result of a higher-than-expected unrealized loss on commodity derivative instruments generated during 2021.
+Added: The effective tax rate for the year ended December 31, 2020 was higher than the U.S.
federal statutory rate primarily due to state taxes, equity compensation, and the decrease in certain state valuation allowances as a result of the Merger transaction with CNXM partially offset by the benefit from non-controlling interest.
1 unchanged sentence
federal statutory rate primarily due to state taxes, equity compensation, and the increase in certain state valuation allowances as a result of the higher than projected net operating loss generated in 2018 partially offset by the benefit from non-controlling interest.
−Removed: As a result of the Midstream Acquisition on January 3, 2018 as discussed in Note 4 - Acquisitions and Dispositions, the Company obtained a controlling interest in CNX Gathering LLC and, through CNX Gathering's ownership of the general partner, control over CNXM.
−Removed: The financial results for 2018 through 2020 reflect full consolidation of CNXM’s assets and liabilities.
+Added: As a result of the Midstream Acquisition on January 3, 2018, the Company obtained a controlling interest in CNX Gathering LLC and, through CNX Gathering's ownership of the general partner, control over CNXM.
+Added: The financial results for 2020 and 2019 reflect full consolidation of CNXM’s assets and liabilities.
The effective tax rates for the years ended December 31, 2020 and 2019 reflect a $ 11,556 and $ 23,662 reduction in income tax expense, respectively, due to the non-controlling interest in CNXM’s earnings.
−Removed: The effective tax rate for the year ended December 31, 2018 was lower than the U.S.
−Removed: federal statutory rate primarily due to the effect of the filing of a Federal NOL carryback for 2017 and 2016 resulting in a financial statement benefit of $ 23,483 through the realization of the Federal NOLs at a 35% tax rate as a carryback versus the current 21% tax rate as a carryforward, the reversal of the AMT credit sequestration valuation allowance, and the release of certain state valuation allowances as a result of a corporate reorganization during the year.
−Removed: The federal NOL carryback claims for 2016 and 2017 were subject to a review by the IRS and the Joint Committee on Taxation which has since been completed.
−Removed: The TCJA Act, which, among other things, lowered the U.S.
−Removed: Federal corporate income tax rate from 35% to 21%, repealed the corporate AMT for tax years beginning January 1, 2018, and provided for a refund of previously accrued AMT credits.
−Removed: The Company's effective tax rate for 2018 reflects the release of previously recorded valuation allowances against AMT credit carry-forwards of $ 12,413 , as those credits were able to be monetized under the TCJA Act.
In December 2019, the FASB issued ASU 2019-12 - Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740), which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740.
2 unchanged sentences
(2) exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment;
−Removed: (3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary;
+Added: (3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method
+Added: investment becomes a subsidiary;
and (4) 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.
9 unchanged sentences
If these unrecognized tax benefits were recognized, $ 67,805 and $ 31,891 would affect CNX's effective income tax rate for 2021 and 2020, respectively.
−Removed: In 2020, CNX recognized an increase in unrecognized tax benefits of $ 1,726 for tax benefits resulting from a tax position taken on our 2019 federal tax return for additional tax credits.
−Removed: CNX recognized a reduction to unrecognized tax benefits of $ 1,351 due to the expiration of the statute of limitations from a position taken on a previously filed federal income tax return.
+Added: In 2021 and 2020, CNX recognized an increase in unrecognized tax benefits of $ 38,735 and $ 1,726 , respectively, for tax benefits resulting from tax positions taken on our 2020 and 2019 federal tax returns for additional federal tax credits.
+Added: CNX also recognized a reduction to unrecognized tax benefits in 2021 and 2020 of $ 2,821 and $ 1,351 , respectively, due to the expiration of the statute of limitations from a position taken on a previously filed federal income tax return.
CNX recognizes accrued interest related to unrecognized tax benefits in its interest expense.
−Removed: As of December 31, 2020 and 2019, the Company reported no accrued liability relating to uncertain tax positions in Other Liabilities in the Consolidated Balance Sheets.
+Added: As of December 31, 2021 and 2020, the Company reported no accrued liability relating to interest in Other Liabilities in the Consolidated Balance Sheets.
During the years ended December 31, 2021 and 2020, CNX paid no interest related to income tax deficiencies.
14 unchanged sentences
NOTE 8— PROPERTY, PLANT AND EQUIPMENT:
−Removed: Property, Plant and Equipment 2020 2019
Intangible Drilling Cost $ 5,247,800 $ 4,965,252
8 unchanged sentences
Total Property, Plant and Equipment - Net $ 6,989,483 $ 7,025,545
−Removed: During the years ended December 31, 2020 and 2019, the Company capitalized $ 1,328 and $ 5,482 , respectively, of interest on Gas Gathering Equipment under construction.
Amounts below reflect properties where drilling operations have not yet commenced and therefore, were not being amortized for the years ended December 31, 2021 and 2020, respectively.
4 unchanged sentences
NOTE 9— GOODWILL AND OTHER INTANGIBLE ASSETS:
−Removed: In connection with the Midstream Acquisition that closed on January 3, 2018 (see Note 4 - Acquisitions and Dispositions for more information), CNX recorded $ 796,359 of goodwill and $ 128,781 of other intangible assets which are comprised of customer relationships.
+Added: In December 2017, CNX Gas entered into a purchase agreement with Noble Energy, pursuant to which CNX Gas acquired Noble’s 50 % membership interest in CNX Gathering (then named CONE Gathering LLC), for a cash purchase price of $ 305,000 (the “Midstream Acquisition”).
+Added: Prior to the Midstream Acquisition, the Company accounted for its 50 % interest in CNX Gathering as an equity method investment as the Company had the ability to exercise significant influence, but not control, over the operating and financial policies of the midstream operations.
+Added: In conjunction with the Midstream Acquisition, the Company obtained a controlling interest in CNX Gathering and control over the Partnership.
+Added: Accordingly, the Midstream Acquisition was accounted for as a business combination using the acquisition method of accounting pursuant to ASC Topic 805, Business Combinations, or ASC 805.
+Added: ASC 805 requires that, in circumstances where a business combination is achieved in stages (or step acquisition), previously held equity interests are remeasured at fair value.
+Added: The fair value assigned to the previously held equity interest in CNX Gathering and CNXM was $ 799,033 and was determined using the income approach, based on a discounted cash flow methodology.
+Added: As part of the allocation of purchase price and in connection with the fair value of consideration transferred at closing on January 3, 2018, CNX recorded $ 796,359 of goodwill and $ 128,781 of other intangible assets which are comprised of customer relationships.
Impairment of Goodwill:
1 unchanged sentence
Goodwill is evaluated for impairment at least annually and whenever events or changes in circumstance indicate that the fair value of a reporting unit is less than its carrying amount.
−Removed: In connection with the evaluation of goodwill for impairment, CNX may first consider qualitative factors to assess whether there are indicators that it is more likely than not that the fair value of a reporting unit may not exceed its
−Removed: carrying amount.
+Added: In connection with the evaluation of goodwill for impairment, CNX may first consider qualitative factors to assess whether there are indicators that it is more likely than not that the fair value of a reporting unit may not exceed its carrying amount.
If after assessing such factors or circumstances, CNX determines it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then a quantitative assessment is not required.
If CNX chooses to bypass the qualitative assessment, or if it chooses to perform a qualitative assessment but is unable to qualitatively conclude that no impairment has occurred, then CNX will perform a quantitative assessment.
−Removed: If the estimated fair value of a reporting unit is less than its carrying value, an impairment charge is recognized for the excess of the reporting unit's carrying value over its fair value.
+Added: If the estimated fair value of a reporting unit is less than its carrying value, an impairment charge is recognized for the excess of the reporting unit's carrying value over its fair
The Company uses a combination of the income approach (generally a discounted cash flow method) and market approach (which may include the guideline public company method and/or the guideline transaction method) to estimate the fair value of a reporting unit.
+Added: During the first quarter of 2020, the Company identified indicators of impairment in the form of deteriorating macroeconomic conditions, and the decline in the observable market value of CNXM securities both in relation to the COVID-19 pandemic and the overall decline in the MLP market space.
+Added: Management concluded that these factors presented indications that the fair value of the Midstream reporting unit was more likely than not below the reporting unit’s carrying value.
+Added: CNX bypassed the qualitative assessment and performed a quantitative test that utilized a combination of the income and market approaches as described above to estimate the fair value of the Midstream reporting unit.
+Added: As a result of this assessment, CNX concluded that the carrying value exceeded its estimated fair value, and a corresponding impairment of $ 473,045 was included in Impairment of Goodwill in the accompanying Consolidated Statements of Income.
+Added: Any additional adverse changes in the future could reduce the underlying cash flows used to estimate fair values and could result in a decline in fair value that could trigger future impairment charges.
In estimating the fair value of the Midstream reporting unit, the Company used the income approach’s discounted cash flow method, which applies significant inputs not observable in the public market (Level 3), including estimates and assumptions related to the use of an appropriate discount rate, future throughput volumes, operating costs and capital spending, discounted to present value using an industry rate adjusted for company-specific risk, which management feels reflects the overall level of inherent risk of the reporting unit.
4 unchanged sentences
The comparable company method evaluates the value of a company using metrics of other businesses of similar size and industry.
−Removed: During the first quarter of 2020, the Company identified indicators of impairment in the form of deteriorating macroeconomic conditions, and the decline in the observable market value of CNXM securities both in relation to the COVID-19 pandemic and the overall decline in the MLP market space.
−Removed: Management concluded that these factors presented indications that the fair value of the Midstream reporting unit was more likely than not below the reporting unit’s carrying value.
−Removed: CNX bypassed the qualitative assessment and performed a quantitative test that utilized a combination of the income and market approaches as described above to estimate the fair value of the Midstream reporting unit.
−Removed: As a result of this assessment, CNX concluded that the carrying value exceeded its estimated fair value, and a corresponding impairment of $ 473,045 was recorded, which was included in Impairment of Goodwill in the accompanying Consolidated Statements of Income.
−Removed: In connection with our annual assessment of goodwill in the fourth quarter of 2020, we bypassed the qualitative assessment and performed a quantitative test that utilized a combination of the income and market approaches to estimate the fair value of the Midstream reporting unit.
−Removed: As a result of this assessment, we concluded that the estimated fair value exceeded carrying value, and accordingly no adjustment to goodwill was necessary.
−Removed: However, the margin by which the fair value of the Midstream reporting unit exceeded its carrying value was less than 10%.
−Removed: As a result, this reporting unit is susceptible to impairment risk from further adverse macroeconomic conditions or other adverse factors such as future gathering volumes being less than those currently estimated.
−Removed: Any additional adverse changes in the future could reduce the underlying cash flows used to estimate fair values and could result in a decline in fair value that could trigger future impairment charges.
−Removed: The estimates of future cash flows are subjective in nature and are subject to impacts from business risks as described in “Item 1A.
+Added: The estimates of future cash flows utilized in the impairment analysis described above were subjective in nature and are subject to impacts from business risks as described in “Item 1A.
Risk Factors”.
3 unchanged sentences
Changes in the carrying amount of goodwill consist of the following activity:
−Removed: December 31, 2019 $ 796,359
+Added: For the Years Ended
+Added: Carrying Amount, Beginning of Period $ 323,314 $ 796,359
Impairment — 473,045
−Removed: December 31, 2020 $ 323,314
+Added: Carrying Amount, End of Period $ 323,314 $ 323,314
Other Intangible Assets:
4 unchanged sentences
Total Other Intangible Assets, net $ 83,543 $ 90,095
−Removed: During the year ended December 31, 2018, CNX determined that the carrying value of a portion of the customer relationship intangible assets exceeded their fair value as a result of the AEA with HG Energy.
−Removed: Accordingly, CNX recognized an impairment on this intangible asset of $ 18,650 .
−Removed: There were no such impairments during the years ended December 31, 2020 and 2019.
The customer relationship intangible asset is being amortized on a straight-line basis over approximately 17 years.
−Removed: Amortization expense related to other intangible assets was $ 6,552 for each of the years ended December 31, 2020 and 2019, and $ 6,931 for the year ended December 31, 2018.
+Added: Amortization expense related to other intangible assets was $ 6,552 for each of the years ended December 31, 2021, 2020 and 2019.
The estimated annual amortization expense is expected to approximate $ 6,552 per year for each of the next five years.
NOTE 10— REVOLVING CREDIT FACILITIES:
−Removed: In April 2019, CNX amended its senior revolving credit facility ("Credit Facility") and extended its maturity to April 2024.
−Removed: The lenders' commitments remained unchanged at $ 2,100,000 , with an accordion feature that allows the Company to increase commitments to $ 3,000,000 .
−Removed: In addition, the cumulative credit basket for dividends and distributions was replaced with a basket for dividends and distributions subject to a pro forma net leverage ratio of at least 3.00 to 1.00 and availability under the Credit Facility of at least 15 % of the aggregate commitments.
−Removed: In April 2020, as part of the semi-annual borrowing base redetermination, both the lenders' commitments and borrowing base decreased to $ 1,900,000 , and the $ 650,000 letters of credit aggregate sub-limit remained unchanged.
−Removed: The amount of cash on hand that CNX may have is also limited to $ 150,000 when loans under the credit agreement are outstanding, subject to certain exceptions.
−Removed: In October 2020, as part of the semi-annual borrowing base redetermination, the lenders reaffirmed CNX's $ 1,900,000 borrowing base.
−Removed: In November 2020, as part of the issuance of the $ 500,000 of 6.00 % Senior Notes due January 2029 (See Note 12 - Long-Term Debt), both the lenders' commitments and borrowing base decreased to $ 1,775,000 .
−Removed: The CNX Credit Facility is secured by substantially all of the assets of CNX and certain of its subsidiaries (excluding the certain excluded subsidiaries, which includes Cardinal States Gathering LLC, CNX Midstream GP LLC and CNXM, and their respective subsidiaries).
−Removed: Under the terms of the agreement, borrowings under the revolving credit facility will bear interest at CNX's option at either:
−Removed: • the base rate, which is the highest of (i) the federal funds open rate plus 0.50 %, (ii) PNC Bank, N.A.’s prime rate, or (iii) the one-month LIBOR rate plus 1.0 %, in each case, plus a margin ranging from 0.75 % to 1.75 %;
−Removed: • the LIBOR rate, which is the LIBOR rate plus a margin ranging from 1.75 % to 2.75 %.
−Removed: The CNX Credit Facility contains a number of affirmative and negative covenants including those that, except in certain circumstances, limit the Company and the subsidiary guarantors' ability to create, incur, assume or suffer to exist indebtedness, create or permit to exist liens on properties, dispose of assets, make investments, purchase or redeem CNX common stock, pay dividends, merge with another corporation and amend the senior unsecured notes.
−Removed: The Company must also mortgage 85 % of the value of its proved reserves and 85 % of the value of its proved developed producing reserves, in each case, which are included in the borrowing base, maintain applicable deposit, securities and commodities accounts with the lenders or affiliates thereof, and enter into control agreements with respect to such applicable accounts.
−Removed: The CNX Credit Facility contains customary events of default, including, but not limited to, a cross-default to certain other debt, breaches of representations and warranties, change of control events and breaches of covenants.
+Added: CNX’s senior secured revolving credit facility (the “CNX Credit Facility”) was set to mature in April 2024, prior to its amendment and restatement in October 2021.
+Added: Borrowings under the CNX Credit Facility were subject to borrowing base limitations based on the collateral value of CNX’s assets and were subject to regular semi-annual redeterminations.
+Added: In November 2020, as part of the issuance of the $ 500,000 6.00 % Senior Notes due January 2029 (See Note 12 - Long-Term Debt), both the lenders’ commitments and borrowing base under the CNX Credit Facility decreased to $ 1,775,000 from $ 1,900,000 .
+Added: In April 2021, as part of the semi-annual borrowing base redetermination, the lenders reaffirmed CNX’s $ 1,775,000 borrowing base.
+Added: On October 6, 2021, CNX as borrower and certain of its subsidiaries (not including CNXM) as guarantor loan parties entered into a new Amended and Restated Credit Agreement for a senior secured revolving credit facility (the “CNX Credit Agreement”).
+Added: The new CNX Credit Agreement replaced the prior CNX Credit Facility and remains subject to a semi-annual redetermination.
+Added: The CNX Credit Agreement has a $ 2,000,000 borrowing base and $ 1,300,000 in elected commitments, including borrowings and letters of credit.
+Added: The CNX Credit Facility matures on October 6, 2026, provided that if at any time on or after January 30, 2026, if any of the Company’s 2.25 % Convertible Senior Notes due 2026 are outstanding and (a) availability under the CNX Credit Facility minus (b) the aggregate principal amount of all such outstanding Convertible Senior Notes is less than 20 % of the aggregate commitments under the CNX Credit Facility (the first such date, the “Springing Maturity Date”), then the CNX Credit Facility will mature on the Springing Maturity Date.
+Added: In addition to refinancing all outstanding amounts under the CNX Credit Facility, borrowings under the CNX Credit Agreement may be used by CNX for general corporate purposes.
+Added: Under the terms of the CNX Credit Agreement, borrowings will bear interest at CNX’s option at either:
+Added: • the highest of (i) PNC Bank, National Association’s prime rate, (ii) the federal funds open rate plus 0.50 %, and (iii) the one-month LIBOR rate plus 1.0 %, in each case, plus a margin ranging from 0.75 % to 1.75 %;
+Added: • the LIBOR rate plus a margin ranging from 1.75 % to 2.75 %.
+Added: The availability under the CNX Credit Facility, including availability for letters of credit, is generally limited to a borrowing base, which is determined by the required number of lenders in good faith by calculating a loan value of the Company’s proved reserves.
The CNX Credit Facility also requires that CNX maintain a maximum net leverage ratio of no greater than 3.50 to 1.00, which is calculated as the ratio of debt less cash on hand to consolidated EBITDA, measured quarterly.
6 unchanged sentences
CNXM's revolving credit facility was not impacted by the Merger (See Note 4 - Acquisitions and Dispositions).
−Removed: In April 2019, CNXM amended its senior secured revolving credit facility (the “CNXM Credit Facility”) and extended its maturity to April 2024.
−Removed: The lenders' commitments remained unchanged at $ 600,000 , with an accordion feature that allows CNXM to increase the available borrowings by up to an additional $ 250,000 under certain terms and conditions.
−Removed: The CNXM Credit Facility includes the ability to issue letters of credit up to $ 100,000 in the aggregate.
−Removed: Under the terms of the amended agreement, borrowings under the CNXM Credit Facility will bear interest at CNXM's option at either:
−Removed: • the base rate, which is the highest of (i) the federal funds open rate plus 0.50 %, (ii) PNC Bank, N.A.’s prime rate, or (iii) the one-month LIBOR rate plus 1.0 %, in each case, plus a margin ranging from 0.50 % to 1.50 %;
+Added: CNXM’s senior secured revolving credit facility (the “CNXM Credit Facility”) was set to mature in April 2024, prior to its amendment and restatement in October 2021.
+Added: The lenders' commitments under the CNXM Credit Facility were $ 600,000 , with an accordion feature that allowed CNXM to increase the available borrowings by up to an additional $ 250,000 under certain terms and conditions.
+Added: The CNXM Credit Facility included the ability to issue letters of credit up to $ 100,000 in the aggregate.
+Added: On October 6, 2021, CNXM as borrower and certain of its subsidiaries as guarantor loan parties entered into a new Amended and Restated Credit Agreement for a $ 600,000 senior secured revolving credit facility (the “CNXM Credit Agreement”) that matures on October 6, 2026.
+Added: The CNXM Credit Agreement replaced the CNXM Credit Facility and is not subject to semi-annual redetermination.
+Added: CNX is not a guarantor under the CNXM Credit Facility.
+Added: In addition to refinancing all outstanding amounts under the prior CNXM Credit Facility, borrowings under the CNXM Credit Agreement may be used by CNXM for general corporate purposes.
+Added: Interest on outstanding indebtedness under the CNXM Credit Agreement currently accrues, at CNXM’s option, at a rate based on either:
+Added: • the highest of (i) PNC Bank, National Association’s prime rate, (ii) the federal funds open rate plus 0.50 %, and (iii) the one-month LIBOR rate plus 1.0 %, in each case, plus a margin ranging from 1.00 % to 2.00 %;
• the LIBOR rate plus a margin ranging from 2.00 % to 3.00 %.
−Removed: Fees and interest rate spreads under the CNXM Credit Facility are based on the total leverage ratio, measured quarterly.
−Removed: The CNXM Credit Facility requires CNXM to comply with a number of affirmative and negative covenants.
−Removed: In addition, CNXM is obligated to maintain at the end of each fiscal quarter (w) for so long as at least $ 150,000 of the CNXM 6.50% Senior Notes due March 2026 (CNXM Senior Notes) are outstanding, a maximum total leverage ratio of no greater than 5.25 to 1.00 (which increases to no greater than 5.50 to 1.00 during qualifying acquisition periods);
−Removed: (x) if less than $ 150,000 of the CNXM Senior Notes are outstanding, a maximum total leverage ratio of no greater than 4.75 to 1.00 (which increases to no greater than 5.25 to 1.00 during qualifying acquisition periods);
+Added: In addition, CNXM is obligated to maintain at the end of each fiscal quarter (x) a maximum net leverage ratio of no greater than between 5.00 to 1.00 ranging to no greater than 5.25 to 1.00 in certain circumstances;
(y) a maximum secured leverage ratio of no greater than 3.25 to 1.00 and (z) a minimum interest coverage ratio of no less than 2.50 to 1.00;
+Added: in each case as calculated in accordance with the terms and definitions determining such ratios contained in CNXM Credit Agreement.
CNXM was in compliance with all financial covenants as of December 31, 2021.
−Removed: The CNXM Credit Facility also contains customary events of default, including, but not limited to, a cross-default to certain other debt, breaches of representations and warranties, change of control events and breaches of covenants.
−Removed: The obligations under the revolving credit facility are secured by substantially all of the assets of CNXM and its wholly-owned subsidiaries.
−Removed: CNX is not a guarantor under the CNXM Credit Facility.
At December 31, 2021, the CNXM Credit Facility had $ 185,000 of borrowings outstanding and $ 30 of letters of credit outstanding, leaving $ 414,970 of unused capacity.
−Removed: At December 31, 2019, the CNXM Credit Facility had $ 311,750 of borrowings outstanding, leaving $ 288,250 of unused capacity.
+Added: At December 31, 2020, the CNXM Credit Facility had $ 291,000 of borrowings outstanding and $ 30 of letters of credit outstanding, leaving $ 308,970 of unused capacity.
NOTE 11— OTHER ACCRUED LIABILITIES:
2 unchanged sentences
Short-Term Incentive Compensation 19,591 20,340
−Removed: Transportation Charges 15,969 16,533
Deferred Revenue 18,984 10,986
+Added: Transportation Charges 15,808 15,969
Accrued Other Taxes 12,681 10,580
Accrued Payroll & Benefits 5,747 5,009
+Added: Litigation Contingency 1,200 2,025
+Added: Purchased Gas Payable 757 1,528
Other 15,435 23,144
4 unchanged sentences
NOTE 12— LONG-TERM DEBT:
−Removed: Senior Notes due March 2027 at 7.25 % (Principal of $ 700,000 and $ 500,000 , respectively, plus Unamortized Premium of $ 6,686 at December 31, 2020)
+Added: Senior Notes due March 2027 at 7.25 % (Principal of $ 700,000 plus Unamortized Premium of $ 5,609 and $ 6,686 , respectively)
$ 705,609 $ 706,686
Senior Notes due January 2029 at 6.00 %, Issued at Par Value
−Removed: CNX Midstream Partners LP Senior Notes due March 2026 at 6.50 % (Principal of $ 400,000 less Unamortized Discount of $ 3,875 and $ 4,625 , respectively)*
500,000 500,000
−Removed: CNX Midstream Partners LP Revolving Credit Facility* 291,000 311,750
−Removed: Convertible Senior Notes due May 2026 at 2.25 % (Principal of $ 345,000 less Unamortized Discount and Issuance Costs of $ 107,735 )
+Added: CNX Midstream Partners LP Senior Notes due April 2030 at 4.75 % (Principal of $ 400,000 less Unamortized Discount of $ 4,808 at December 31, 2021)*
+Added: Convertible Senior Notes due May 2026 at 2.25 % (Principal of $ 345,000 less Unamortized Discount and Issuance Costs of $ 91,284 and $ 107,735 , respectively)
+Added: 253,716 237,265
CNX Revolving Credit Facility 192,000 160,800
−Removed: Cardinal States Gathering Company Credit Facility maturing in March 2028 (Principal of $ 114,985 less Unamortized Discount of $ 1,126 )
−Removed: CSG Holdings II LLC Credit Facility maturing in March 2027 (Principal of $ 45,559 less Unamortized Discount of $ 441 )
−Removed: Senior Notes due April 2022 at 5.875 % (Principal of $ 894,307 plus Unamortized Premium of $ 1,001 at December 31, 2019)
+Added: CNX Midstream Partners LP Revolving Credit Facility* 185,000 291,000
+Added: CNX Midstream Partners LP Senior Notes due March 2026 at 6.50 % (Principal of $ 400,000 less Unamortized Discount of $ 3,875 at December 31, 2020)
+Added: Cardinal States Gathering Company Credit Facility maturing in March 2028 (Principal of $ 114,985 less Unamortized Discount of $ 1,126 at December 31, 2020)
+Added: CSG Holdings II LLC Credit Facility maturing in March 2027 (Principal of $ 45,559 less Unamortized Discount of $ 441 at December 31, 2020)
Unamortized Debt Issuance Costs 17,396 26,852
2,214,121 2,424,001
−Removed: Amounts Due in One Year 22,574 —
+Added: Current Portion — 22,574
Long-Term Debt $ 2,214,121 $ 2,401,427
−Removed: *CNX is not a guarantor of CNXM's 6.50% Senior Notes due March 2026 or CNXM's Credit Facility.
−Removed: CNXM's Credit Facility and the CNXM Senior Notes were not impacted by the Merger (See Note 4 - Acquisitions and Dispositions).
+Added: *CNX is not a guarantor of CNXM's 4.75 % Senior Notes due April 2030 or CNXM's Credit Facility.
+Added: CNXM's Credit Facility and the CNXM Senior Notes due March 2026 were not impacted by the Merger (See Note 4 - Acquisitions and Dispositions).
At December 31, 2021, annual undiscounted maturities of CNX and CNXM long-term debt during the next five years and thereafter are as follows:
Year ended December 31, Amount
−Removed: 2021 $ 22,574
Thereafter 1,600,000
Total Long-Term Debt Maturities $ 2,322,000
+Added: During the year ended December 31, 2021, CNXM completed a private offering of $ 400,000 aggregate principal amount of 4.75 % CNXM Senior Notes due April 2030 (the “CNXM Senior Notes due April 2030”) less an unamortized bond discount of $ 5,000 .
+Added: The CNXM Senior Notes due April 2030, along with the related guarantees, were issued pursuant to an indenture dated September 22, 2021.
+Added: The CNXM Senior Notes due April 2030 accrue interest from September 22, 2021 at a rate of 4.75 % per year.
+Added: Interest is payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2022.
+Added: The CNXM Senior Notes due April 2030 mature on April 15, 2030.
+Added: The CNXM Senior Notes due April 2030 rank equally in right of payment to all of CNXM's existing and future indebtedness and senior to any subordinated indebtedness that CNXM may incur.
+Added: CNX is not a guarantor of the CNXM Senior Notes due April 2030.
+Added: During the year ended December 31, 2021, CNXM purchased and retired $ 400,000 aggregate principal amount of its outstanding 6.50 % Senior Notes due March 2026.
+Added: As part of this transaction, a loss of $ 25,727 was included in Loss (Gain) on Debt Extinguishment in the Consolidated Statements of Income.
+Added: During the year ended December 31, 2021, CNX’s wholly owned subsidiary Cardinal States Gathering Company LLC (“Cardinal States”) repaid in full the outstanding principal of $ 107,705 of its non-revolving credit facility and terminated the facility.
+Added: As part of this transaction, a loss of $ 5,763 was included in Loss (Gain) on Debt Extinguishment in the Consolidated
+Added: Statements of Income.
+Added: Additionally, during the year ended December 31, 2021, CNX’s wholly owned subsidiary CSG Holdings II LLC (“CSG Holdings”) repaid in full the outstanding principal of $ 39,726 on its non-revolving credit facility and terminated the facility.
+Added: As part of this transaction, a loss of $ 2,247 was included in Loss (Gain) on Debt Extinguishment in the Consolidated Statements of Income.
During the year ended December 31, 2020, CNX purchased and retired the remaining $ 894,307 of its outstanding 5.875 % Senior Notes due April 2022.
−Removed: As part of this transaction, a gain of $ 10,101 was included in (Gain) Loss on Debt Extinguishment in the Consolidated Statements of Income.
−Removed: In November 2020, CNX completed a private offering of $ 500,000 aggregate principal amount of 6.00 % Senior Notes due January 2029 (the “Senior Notes due January 2029”).
−Removed: The notes, along with the related guarantees, were issued pursuant to an indenture, dated November 30, 2020, among the Company, the subsidiary guarantors party thereto and UMB Bank, N.A., as trustee.
−Removed: The notes accrue interest from November 30, 2020 at a rate of 6.00 % per year.
+Added: As part of this transaction, a gain of $ 10,101 was included in Loss (Gain) on Debt Extinguishment in the Consolidated Statements of Income.
+Added: During the year ended December 31, 2020, CNX completed a private offering of $ 500,000 aggregate principal amount of 6.00 % Senior Notes due January 2029 (the “Senior Notes due January 2029”).
+Added: The Senior Notes due January 2029, along with the related guarantees, were issued pursuant to an indenture, dated November 30, 2020, among the Company, the subsidiary guarantors party thereto and UMB Bank, N.A., as trustee.
+Added: The Senior Notes due January 2029 accrue interest from November 30, 2020 at a rate of 6.00 % per year.
Interest is payable semi-annually in arrears on January 15 and July 15 of each year, beginning July 15, 2021.
The Senior Notes due January 2029 mature on January 15, 2029, subject to adjustment upon the occurrence of specified events.
−Removed: The notes rank equally in right of payment with all of the Company’s existing and future senior indebtedness and senior to any subordinated indebtedness that the Company may incur.
−Removed: The notes are guaranteed by most of CNX's subsidiaries but does not include CNXM (or its subsidiaries or general partner) or CSG Holdings III LLC.
−Removed: In September 2020, CNX completed a private offering of $ 200,000 aggregate principal amount of 7.25 % Senior Notes due March 2027 (the “Senior Notes due March 2027s”) plus $ 7,000 of unamortized bond premium at a price of 103.5 % of par with an effective yield of 6.34 %.
−Removed: The notes, along with the related guarantees, were issued pursuant to an indenture, dated March 14, 2019.
−Removed: The notes accrue interest from September 14, 2020 at a rate of 7.25 % per year.
+Added: The Senior Notes due January 2029 rank equally in right of payment with all of the Company’s existing and future senior indebtedness and senior to any subordinated indebtedness that the Company may incur.
+Added: The Senior Notes due January 2029 are guaranteed by most of CNX's subsidiaries but does not include CNXM (or its subsidiaries or general partner).
+Added: During the year ended December 31, 2020, CNX completed a private offering of $ 200,000 of 7.25 % Senior Notes due March 2027 (the “Senior Notes due March 2027”) plus $ 7,000 of unamortized bond premium at a price of 103.5 % of par with an effective yield of 6.34 %.
+Added: The Senior Notes due March 2027, along with the related guarantees, were issued pursuant to an indenture, dated March 14, 2019.
+Added: The Senior Notes due March 2027 accrue interest from September 14, 2020 at a rate of 7.25 % per year.
Interest is payable semi-annually in arrears on March 14 and September 14 of each year, beginning March 14, 2021.
−Removed: The notes mature on March 14, 2027.
+Added: The Senior Notes due March 2027 mature on March 14, 2027.
The Senior Notes due March 2027 rank equally in right of payment with all of the Company’s existing and future senior indebtedness and senior to any subordinated indebtedness that the Company may incur.
−Removed: The notes are guaranteed by most of CNX's subsidiaries but does not include CNXM (or its subsidiaries or general partner) or CSG Holdings III LLC.
+Added: The Senior Notes due March 2027 are guaranteed by most of CNX's subsidiaries but does not include CNXM (or its subsidiaries or general partner).
In April 2020, CNX issued $ 345,000 in aggregate principal amount of 2.25 % convertible senior notes due May 2026 (the “Convertible Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, including $ 45,000 aggregate principal amount of Convertible Notes issued pursuant to the exercise in full of the initial purchasers’ option to purchase additional Convertible Notes.
−Removed: The Convertible Notes were issued pursuant to an indenture and are senior, unsecured obligations of the Company.
+Added: The Convertible Notes are senior, unsecured obligations of the Company.
The Convertible Notes bear interest at a fixed rate of 2.25 % per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2020.
Proceeds from the issuance of the Convertible Notes totaled $ 334,650 , net of initial purchaser discounts and issuance costs.
−Removed: The notes are guaranteed by most of CNX's subsidiaries but does not include CNXM (or its subsidiaries or general partner) or CSG Holdings III LLC.
+Added: The Convertible Notes are guaranteed by most of CNX's subsidiaries but does not include CNXM (or its subsidiaries or general partner).
The initial conversion rate is 77.8816 shares of CNX's common stock per $ 1,000 principal amount of Convertible Notes, which represents an initial conversion price of approximately $ 12.84 per share, subject to adjustment upon the occurrence of specified events.
+Added: Based on the closing stock price of CNX common stock of $ 13.75 on December 31, 2021, the if-converted value of the Convertible Notes exceeded the principal amount by $ 98,341 .
The Convertible Notes will mature on May 1, 2026, unless earlier repurchased, redeemed or converted.
Before February 1, 2026, note holders will have the right to convert their Convertible Notes only upon the occurrence of the following events:
−Removed: • during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on June 30, 2020, if the Last Reported Sale Price per share of Common Stock exceeds one hundred and thirty percent ( 130 %) of the Conversion Price for each of at least twenty ( 20 ) Trading Days (whether or not consecutive) during the thirty ( 30 ) consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter.
−Removed: • during the five ( 5 ) consecutive Business Days immediately after any ten ( 10 ) consecutive trading day period (such ten ( 10 ) consecutive Trading Day period, the “Measurement Period”) if the trading Price per $1,000 principal amount of
−Removed: Notes, as determined following a request by a Holder in accordance with the procedures set forth below, for each trading day of the Measurement Period was less than ninety eight percent ( 98 %) of the product of the last reported sale price per share of common stock on such trading day and the conversion rate on such trading day.
−Removed: • if we call any or all of the Convertible Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date;
+Added: • during any calendar quarter (and only during such calendar quarter) commencing after June 30, 2020, if the Last Reported Sale Price per share of Common Stock exceeds one hundred and thirty percent ( 130 %) of the Conversion Price for each of at least twenty ( 20 ) Trading Days (whether or not consecutive) during the thirty ( 30 ) consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter.
+Added: • during the five ( 5 ) consecutive Business Days immediately after any ten ( 10 ) consecutive trading day period (such ten ( 10 ) consecutive Trading Day period, the “Measurement Period”) if the trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures set forth below, for each trading day of the Measurement Period was less than ninety eight percent ( 98 %) of the product of the last reported sale price per share of common stock on such trading day and the conversion rate on such trading day.
+Added: • if CNX calls any or all of the Convertible Notes for redemption, at any time prior to the close of business on the
+Added: scheduled trading day immediately preceding the redemption date;
• upon the occurrence of certain specified corporate events as set forth in the indenture governing the Convertible Notes.
5 unchanged sentences
The Company’s current intent is to settle the principal amount of the Convertible Notes in cash upon conversion.
−Removed: If certain corporate events that constitute a “Fundamental Change” (as defined in the indenture governing the Convertible Notes) occur, then noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.
+Added: If certain corporate events that constitute a “Fundamental Change” (as defined in the indenture governing the Convertible Notes) occur, then noteholders may require the Company to repurchase their Convertible Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.
The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.
−Removed: During the year ended December 31, 2020, the conditions allowing holders of the Convertible Notes to exercise their conversion right were not met and as of December 31, 2020, the notes were not convertible.
+Added: During the year ended December 31, 2021, the conditions allowing holders of the Convertible Notes to exercise their conversion right were not met and as of December 31, 2021, the Convertible Notes were not convertible.
The Convertible Notes are therefore classified as long-term debt at December 31, 2021.
8 unchanged sentences
The net carrying amount of the liability and equity components of the Convertible Notes was as follows:
−Removed: December 31, 2020
Liability Component:
5 unchanged sentences
Interest expense related to the Convertible Notes is as follows:
−Removed: For the Year Ended
−Removed: December 31, 2020
+Added: For the Years Ended December 31,
Contractual Interest Expense $ 7,762 $ 5,175
10 unchanged sentences
The cost of $ 35,673 incurred in connection with the Capped Calls was recorded as a reduction to Capital in Excess of Par Value.
−Removed: The impact of the Capped Calls related to stockholders’ equity has been included in Capital in Excess of Par Value in the Consolidated Statement of Stockholders Equity and includes taxes in the amount of $ 9,322 , for a net impact of $ 26,351 .
−Removed: During the year ended December 31, 2020, CNX's wholly-owned subsidiary Cardinal States Gathering Company LLC (Cardinal States) entered into a $ 125,000 non-revolving credit facility agreement (the "Cardinal States Facility").
−Removed: The Cardinal States Facility matures in 2028, has an interest rate of 3-month LIBOR + 450 basis points and includes an excess cash flow sweep in an amount required to achieve a quarterly targeted debt balance.
−Removed: The facility is secured by substantially all of the Cardinal States assets, requires a minimum level of hedging of the variable interest rate exposure and is non-recourse to CNX.
−Removed: Additionally, during the year ended December 31, 2020, CNX's wholly-owned subsidiary CSG Holdings II LLC (CSG Holdings) entered into a $ 50,000 non-revolving credit facility agreement (the "CSG Holdings Facility").
−Removed: The CSG Holdings Facility matures in 2027, has interest rate of 3-month LIBOR + 675 basis points and includes a full excess cash sweep.
−Removed: The facility is secured by substantially all of the CSG Holding assets, requires a minimum level of hedging of the variable interest rate exposure and is non-recourse to CNX.
+Added: During the year ended December 31, 2020, CNX's wholly-owned subsidiary Cardinal States entered into a $ 125,000 non-revolving credit facility agreement (the “Cardinal States Facility”).
+Added: The Cardinal States Facility was set to mature in 2028, and was secured by substantially all of the Cardinal States assets, required a minimum level of hedging of the variable interest rate exposure and was non-recourse to CNX.
+Added: The Cardinal States Facility was repaid in full and terminated during the year ended December 31, 2021 per above.
+Added: Additionally, during the year ended December 31, 2020, CNX's wholly-owned subsidiary CSG Holdings entered into a $ 50,000 non-revolving credit facility agreement (the “CSG Holdings Facility”).
+Added: The CSG Holdings Facility was set to mature in 2027.
+Added: The facility was secured by substantially all of the CSG Holding assets, required a minimum level of hedging of the variable interest rate exposure and was non-recourse to CNX.
+Added: The CSG Holdings Facility was repaid in full and terminated during the year ended December 31, 2021 per above.
During the year ended December 31, 2019, CNX completed a private offering of $ 500,000 of 7.25 % Senior Notes due March 2027.
1 unchanged sentence
During the year ended December 31, 2019, CNX purchased and retired $ 400,000 of its outstanding 5.875 % Senior Notes due April 2022.
−Removed: As part of this transaction, a loss of $ 7,614 was included in (Gain) Loss on Debt Extinguishment in the Consolidated Statements of Income.
−Removed: During the year ended December 31, 2018, CNX purchased and retired $ 411,375 of its outstanding 5.875 % Senior Notes due April 2022.
−Removed: As part of this transaction, a loss of $ 15,320 was included in (Gain) Loss on Debt Extinguishment in the Consolidated Statements of Income.
−Removed: During the year ended December 31, 2018, CNX called the $ 500,000 balance on its 8.00 % Senior Notes due April 2023.
−Removed: As part of this transaction, a loss of $ 38,798 was included in (Gain) Loss on Debt Extinguishment in the Consolidated Statements of Income.
+Added: As part of this transaction, a loss of $ 7,614 was included in Loss (Gain) on Debt Extinguishment in the Consolidated Statements of Income.
NOTE 13— LEASES:
−Removed: On January 1, 2019, the Company adopted ASU 2016-02, and all related amendments, using the transition method, which allows for a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.
−Removed: CNX elected the transition relief package of practical expedients by applying previous accounting conclusions under ASC 840 to all leases that existed prior to the transition date.
−Removed: As a result, CNX did not reassess 1) whether existing or expired contracts contain
−Removed: leases, 2) lease classification for any existing or expired leases or 3) whether lease origination costs qualified as initial direct costs.
−Removed: Additionally, the Company elected the short-term practical expedient for all asset classes by establishing an accounting policy to exclude leases with a term of 12 months or less.
−Removed: CNX will not separate lease components from non-lease components for any asset class.
−Removed: Lastly, CNX adopted the easement practical expedient, which allows the Company to apply ASC 842 prospectively to land easements after the adoption date.
−Removed: Easements that existed or expired prior to the adoption date that were not previously assessed under ASC 840 will not be reassessed.
CNX's leasing activities primarily consist of operating and finance leases for electric fracturing equipment, natural gas drilling rigs, CNX's corporate headquarters as well as field offices, a natural gas gathering pipeline and commercial vehicles.
2 unchanged sentences
As most of CNX's leases do not provide an implicit rate, an incremental borrowing rate is used to determine the present value of lease payments.
+Added: In accordance with ASC 842, it is the Company’s policy to exclude leases with a term of 12 months or less and to not separate lease components from non-lease components for any asset class.
+Added: On December 20, 2021, CNX entered into a new lease for additional corporate headquarters space that is expected to result in an ROU asset and lease obligation of approximately $ 10,052 when the lease commences in May 2022.
The components of lease cost were as follows:
For the Years Ended December 31,
+Added: 2021 2020 2019
Operating Lease Cost $ 60,364 $ 74,703 $ 73,809
1 unchanged sentence
Amortization of Right-of-Use Assets
+Added: 1,577 4,959 5,242
Interest on Lease Liabilities
+Added: 123 739 1,241
Short-term Lease Cost 8,589 3,252 5,547
6 unchanged sentences
Any such amounts paid related to pumping hours in excess of the minimum represent variable lease cost.
−Removed: Rental expense under operating leases prior to the adoption of ASC 842 was $ 21,441 for the year ended December 31, 2018.
Amounts recognized in the Consolidated Balance Sheets are as follows:
16 unchanged sentences
For the Years Ended December 31,
−Removed: Cash Paid for Amounts Included in the Measurement of Lease Liabilities:
−Removed: Operating Cash Flows from Operating Leases
2021 2020 2019
−Removed: Operating Cash Flows from Finance Leases
−Removed: $ 739 $ 1,241
−Removed: Financing Cash Flows from Finance Leases
−Removed: $ 7,155 $ 7,149
+Added: Cash Paid for Amounts Included in the Measurement of Lease Liabilities:
+Added: Operating Cash Flows for Operating Leases $ 56,966 $ 62,610 $ 66,827
+Added: Operating Cash Flows for Finance Leases $ 123 $ 739 $ 1,241
+Added: Financing Cash Flows for Finance Leases $ 2,785 $ 7,155 $ 7,149
Right-of-Use Assets Obtained in Exchange for Lease Obligations:
17 unchanged sentences
Lease terms and discount rates are as follows:
+Added: For the Years Ended December 31,
+Added: 2021 2020 2019
Weighted Average Remaining Lease Term (years):
Operating Leases
+Added: 6.20 4.68 4.39
Finance Leases
+Added: 3.56 1.37 2.16
Weighted Average Discount Rate:
8 unchanged sentences
Annual interest credits will continue to be made in accordance with the terms of the plan.
−Removed: The freezing of the plan triggered a curtailment gain of $ 416 during the year ended December 31, 2018.
The current portion of the pension obligation is included in Other Accrued Liabilities and the noncurrent portion is included in Other Liabilities in the Consolidated Balance Sheets.
4 unchanged sentences
Interest Cost
−Removed: Actuarial Loss 4,098 4,865
−Removed: Plan Amendments
+Added: Actuarial (Gain) Loss ( 161 ) 4,098
Benefits and Other Payments
28 unchanged sentences
Recognized Net Actuarial Loss
−Removed: Curtailment Gain
Net Periodic Benefit Cost $ 1,590 $ 2,030 $ 1,772
33 unchanged sentences
Options and RSUs vest over a three-year term.
−Removed: PSUs granted in 2016-2019 vest over a five-year term at 20 % per year and PSUs granted in 2020 vest over a three-year term at 33.3 % per year subject to performance conditions.
+Added: PSUs granted in 2017-2019 vest over a five-year term and PSUs granted in 2020-2021 vest over a three-year term subject to performance conditions.
If an employee leaves the Company, all unvested shares are forfeited.
23 unchanged sentences
A combination of historical and implied volatility is used to determine expected volatility and future stock price trends.
+Added: There were no options granted during the year ended December 31, 2021.
The total fair value of options granted during the years ended December 31, 2020 and 2019 was $ 1,066 and $ 50 , respectively, based on the following assumptions and weighted average fair values:
−Removed: 2020 2019 2018
Weighted Average Fair Value of Grants $ 3.56 $ 3.48
35 unchanged sentences
Granted 1,110,713 $ 11.35
−Removed: RSUs granted in conversion, as a result of the CNXM Merger 204,619 $ 18.01
Vested ( 866,260 ) $ 10.68
6 unchanged sentences
The total fair value of performance share units vested during the years ended December 31, 2021, 2020 and 2019 was $ 6,206 , $ 1,926 and $ 4,668 , respectively.
−Removed: The following table represents the nonvested performance share units and their corresponding fair value (based upon the Monte Carlo Methodology) on the date of grant:
+Added: The following table represents the nonvested performance share units and their corresponding fair value (based upon the Monte Carlo Methodology for market based awards and the stock price on the date of grant for performance based awards) on the date of grant:
Number of Weighted Average
2 unchanged sentences
Granted 862,949 $ 8.85
−Removed: PSUs Issued 112,158 $ 20.39
+Added: Issued 111,231 $ 20.79
Vested ( 291,653 ) $ 21.28
1 unchanged sentence
Nonvested at December 31, 2021 2,320,023 $ 11.20
−Removed: Performance Options:
−Removed: Under the Equity Incentive Plan, CNX granted certain employees performance options in 2010, which entitled the holder to shares of common stock subject to the achievement of certain performance goals.
−Removed: Compensation expense was recognized over the vesting period of the options.
−Removed: The Black-Scholes option valuation model was used to value each tranche separately.
−Removed: There have been no performance options granted since 2010.
−Removed: The 927,268 performance options that were outstanding and exercisable at a weighted average exercise price of $ 39.00 at December 31, 2019 expired as of December 31, 2020.
NOTE 16— SUPPLEMENTAL CASH FLOW INFORMATION:
The following are non-cash transactions that impact the investing and financing activities of CNX.
−Removed: For non-cash transactions that relate to the separation, as well as acquisitions and dispositions, see Note 4 - Acquisitions and Dispositions.
As of December 31, 2021, 2020 and 2019, CNX purchased goods and services related to capital projects in the amount of $ 35,592 , $ 30,982 and $ 43,982 , respectively, which are included in accounts payable.
14 unchanged sentences
$ 330,122 $ 145,929
−Removed: As of December 31, 2020, a receivable of $ 19,995 due from Direct Energy Business Marketing LLC was included in the Gas Wholesalers balance above.
−Removed: As of December 31, 2019, receivables of $ 23,859 and $ 15,401 due from Direct Energy Business Marketing LLC and NJR Energy Services Company, respectively, were included.
+Added: As of December 31, 2021, receivables of $ 38,814 and $ 36,595 due from Direct Energy Business Marketing LLC and Citadel Energy Marketing LLC, respectively, were included in the Gas Wholesalers balance above.
+Added: As of December 31, 2020, a receivable of $ 19,995 due from Direct Energy Business Marketing LLC was included.
No other customers made up more than 10% of the total balances.
+Added: During the year ended December 31, 2021, sales to Citadel Energy Marketing LLC were $ 334,407 and sales to Direct Energy Business Marketing LLC were $ 235,760 , each of which comprised over 10% of the Company's revenue from contracts with external customers for the period.
During the year ended December 31, 2020, sales to Direct Energy Business Marketing LLC were $ 167,390 , which comprised over 10% of the Company's revenue from contracts with external customers for the period.
During the year ended December 31, 2019, sales to Direct Energy Business Marketing LLC were $ 214,980 and sales to NJR Energy Services Company were $ 147,540 , each of which comprised over 10% of the Company's revenue from contracts with external customers for the period.
−Removed: During the year ended December 31, 2018, sales to NJR Energy Services Company were $ 219,472 and sales to Direct Energy Business Marketing LLC were $ 184,668 , each of which comprised over 10% of the Company's revenue from contracts with external customers for the period.
NOTE 18— FAIR VALUE OF FINANCIAL INSTRUMENTS:
16 unchanged sentences
Value Carrying
−Removed: Cash and Cash Equivalents $ 15,617 $ 15,617 $ 16,283 $ 16,283
+Added: Cash and Cash Equivalents (Excluding Restricted Cash) $ 3,565 $ 3,565 $ 15,617 $ 15,617
+Added: Restricted Cash* $ — $ — 5,982 5,982
Long-Term Debt (Excluding Debt Issuance Costs) $ 2,231,517 $ 2,483,019 $ 2,450,853 $ 2,638,251
−Removed: Cash and cash equivalents represent highly-liquid instruments and constitute Level 1 fair value measurements.
+Added: *The December 31, 2020 restricted cash balance includes $ 735 and $ 5,247 located in current assets and other non-current assets, respectively, in the Consolidated Balance Sheets.
+Added: Cash and cash equivalents and restricted cash represent highly-liquid instruments and constitute Level 1 fair value measurements.
Certain of the Company’s debt is actively traded on a public market and, as a result, constitute Level 1 fair value measurements.
6 unchanged sentences
In order to manage exposure to interest rate volatility, each respective entity entered into an interest rate swap for the full outstanding principal amounts inclusive of a put option at 25 basis points.
−Removed: The underlying notional for each swap and put option reduces over time based upon an expected amortization profile for each respective credit facility.
+Added: The underlying notional for each swap and put option reduced over time based upon the expected amortization profile for each respective credit facility.
In addition, CSG Holdings entered into a call option commencing March 31, 2023.
+Added: In August 2021, these swaps were terminated in conjunction with the repayment and termination of both the Cardinal States Facility and the CSG Holdings Facility (See Note 12 - Long-Term Debt).
In June 2019, CNX entered into an interest rate swap agreement related to $ 160,000 of borrowings under CNX’s Credit Facility (See Note 10 - Revolving Credit Facilities) which has the economic effect of modifying the variable-interest obligation into a fixed-interest obligation over a three-year period.
1 unchanged sentence
Also executed in March 2020 was a new four-year $ 250,000 interest rate swap inclusive of a put option at zero basis points, effective April 3, 2020.
−Removed: Consistent with the previous interest rate swap agreement, the $ 250,000 interest rate swap was entered into to manage CNX's exposure to interest rate volatility.
+Added: In December 2020, CNX executed an offsetting $ 250,000 interest rate swap, effective immediately, which expires in April 2024.
+Added: Consistent with the previous interest rate swap agreements, the $ 250,000 interest rate swaps were entered into to manage CNX's exposure to interest rate volatility.
CNX enters into financial derivative instruments (over-the-counter swaps) to manage its exposure to commodity price volatility.
Typically, CNX “sells” swaps under which it receives a fixed price from counterparties and pays a floating market price.
−Removed: During the second quarter of 2020, CNX purchased, rather than sold, financial swaps for the period May through November of 2020 under which CNX will pay a fixed price to and receive a floating price from its hedge counterparties.
+Added: In order to enhance production flexibility, during the first quarter of 2021, CNX purchased, rather than sold, financial swaps for the period April through October of 2021 under which CNX will pay a fixed price to and receive a floating price from its hedge counterparties.
Swaps purchased have the effect of reducing total hedged volumes for the period of the swap.
9 unchanged sentences
If early termination is elected, CNX and the applicable counterparty would net settle all open hedge positions.
−Removed: The total notional amounts of production of CNX's derivative instruments were as follows:
+Added: The total notional amounts of CNX's derivative instruments were as follows:
December 31, Forecasted to
28 unchanged sentences
Total Non-Current Liabilities $ 687,354 $ 127,290
−Removed: The effect of derivative instruments on the Company's Consolidated Statements of Income was as follows:
+Added: The effect of commodity derivative instruments on the Company's Consolidated Statements of Income was as follows:
For the Years Ended December 31,
2021 2020 2019
−Removed: Cash Received (Paid) in Settlement of Commodity Derivative Instruments:
+Added: Cash (Paid) Received in Settlement of Commodity Derivative Instruments:
Commodity Swaps $ ( 596,619 ) $ 390,547 $ 82,899
Basis Swaps 57,603 70,670 ( 13,119 )
−Removed: Total Cash Received (Paid) in Settlement of Commodity Derivative Instruments 461,217 69,780 ( 69,720 )
+Added: Total Cash (Paid) Received in Settlement of Commodity Derivative Instruments ( 539,016 ) 461,217 69,780
Unrealized (Loss) Gain on Commodity Derivative Instruments:
2 unchanged sentences
Total Unrealized (Loss) Gain on Commodity Derivative Instruments ( 1,093,717 ) ( 288,235 ) 306,325
−Removed: Gain (Loss) on Commodity Derivative Instruments:
+Added: (Loss) Gain on Commodity Derivative Instruments:
Commodity Swaps ( 1,837,446 ) ( 16,761 ) 489,371
Basis Swaps 204,713 189,743 ( 113,266 )
−Removed: Total Gain (Loss) on Commodity Derivative Instruments $ 172,982 $ 376,105 $ ( 30,212 )
+Added: Total (Loss) Gain on Commodity Derivative Instruments $ ( 1,632,733 ) $ 172,982 $ 376,105
The effect of interest rate swaps on Interest Expense in the Company's Consolidated Statements of Income was as follows:
For the Years Ended December 31,
+Added: 2021 2020 2019
Cash (Paid) Received in Settlement of Interest Rate Swaps $ ( 5,574 ) $ ( 3,141 ) $ 223
−Removed: Unrealized Loss on Interest Rate Swaps ( 13,051 ) ( 1,219 )
−Removed: Loss on Interest Rate Swaps $ ( 16,192 ) $ ( 996 )
−Removed: Cash Received (Paid) in Settlement of Commodity Derivative Instruments for the year ended December 31, 2020 includes $ 54,982 related to the monetization of certain NYMEX commodity swaps.
+Added: Unrealized Gain (Loss) on Interest Rate Swaps 8,485 ( 13,051 ) ( 1,219 )
+Added: Gain (Loss) on Interest Rate Swaps $ 2,911 $ ( 16,192 ) $ ( 996 )
+Added: Cash Received in Settlement of Commodity Derivative Instruments for the year ended December 31, 2020 includes $ 54,982 related to the monetization of certain NYMEX commodity swaps.
The monetization resulted from reducing the contract swap prices of certain 2022, 2023 and 2024 NYMEX natural gas swap contracts.
9 unchanged sentences
however, such amounts cannot be reasonably estimated.
−Removed: The 1992 Coal Industry Retiree Health Benefit Act (“Coal Act”), in Section 9711, requires coal companies that were providing health benefits to United Mine Workers of America (“UMWA”) retirees as of February 1993 to continue providing health benefits to such individuals, in substantially the same coverages, for as long as the last signatory operator remains in
+Added: The 1992 Coal Industry Retiree Health Benefit Act (the “Coal Act”), in Section 9711, requires coal companies that were providing health benefits to United Mine Workers of America (UMWA) retirees as of February 1993 to continue providing
+Added: health benefits to such individuals, in substantially the same coverages, for as long as the last signatory operator remains in business.
Section 9711 also requires any “related person” to be joint and severally liable for the provision of these health benefits.
11 unchanged sentences
With respect to this matter, although a loss is possible, it is not probable, and accordingly no accrual has been recognized.
+Added: On July 22, 2021, CNX received a letter from the UMWA 1974 Pension Plan requesting information related to the facts and circumstances surrounding the 2013 sale of certain of its coal subsidiaries to Murray Energy.
+Added: The letter indicates that litigation related to potential withdrawal liabilities from the plan created by the 2019 bankruptcy of Murray Energy is reasonably foreseeable.
+Added: At this time, no liability has been assessed.
+Added: Under the Separation and Distribution Agreement that was entered into at the time we spun-out our coal business in 2017, CONSOL agreed to indemnify CNX for all coal-related liabilities including any potential withdrawal liabilities.
At December 31, 2021, CNX has provided the following financial guarantees, unconditional purchase obligations, and letters of credit to certain third-parties as described by major category in the following tables.
19 unchanged sentences
Excluded from the above table are commitments and guarantees entered into in conjunction with the spin-off of the Company's coal business in November 2017.
−Removed: Although CONSOL Energy has agreed to indemnify CNX to the extent that CNX would be called upon to pay any of these liabilities, there is no assurance that CONSOL Energy will satisfy its obligations to indemnify CNX in the event that CNX is so called upon (See “Item 1A.
+Added: Although CONSOL has agreed to indemnify CNX to the extent that CNX would be called upon to pay any of these liabilities, there is no assurance that CONSOL will satisfy its obligations to indemnify CNX in the event that CNX is so called upon (See “Item 1A.
Risk Factors” in this Form 10-K).
1 unchanged sentence
These purchase obligations are not recorded in the Consolidated Balance Sheets.
−Removed: As of December 31, 2020, the purchase obligations for each of the next five years and beyond were as follows:
+Added: As of December 31, 2021, the purchase obligations for each of the next five years and beyond are as follows:
Obligations Due Amount
18 unchanged sentences
The E&P Division included four reportable segments, Marcellus Shale, Utica Shale, Coalbed Methane and Other Gas.
−Removed: Certain reclassifications of 2019 and 2018 segment information have been made to conform to the 2020 presentation.
Industry segment results for the year ended December 31, 2021 are:
3 unchanged sentences
Purchased Gas Revenue — — 99,713 99,713
−Removed: Gain (Loss) on Commodity Derivative Instruments 337,269 39,884 ( 204,171 ) 172,982 (B)
−Removed: Other Operating Income 64,710 — 17,749 82,459 (C)
−Removed: Total Revenue and Other Operating Income $ 1,183,017 $ 154,250 $ ( 79,289 ) $ 1,257,978
+Added: Loss on Commodity Derivative Instruments ( 492,526 ) ( 46,304 ) ( 1,093,903 ) ( 1,632,733 )
+Added: Other Revenue and Operating Income 81,267 — 24,616 105,883 (B)
+Added: Total Revenue and Other Operating Income (Loss) $ 1,577,734 $ 147,274 $ ( 968,216 ) $ 756,792
Total Operating Expense $ 804,004 $ 117,900 $ 312,970 $ 1,234,874
Earnings (Loss) Before Income Tax $ 773,730 $ 29,374 $ ( 1,439,617 ) $ ( 636,513 )
−Removed: Segment Assets $ 6,068,933 $ 1,095,816 $ 877,015 $ 8,041,764 (D)
+Added: Segment Assets $ 6,071,495 $ 1,047,851 $ 981,405 $ 8,100,751 (C)
Depreciation, Depletion and Amortization
1 unchanged sentence
Capital Expenditures $ 453,603 $ 10,880 $ 1,378 $ 465,861
−Removed: (A) Included in Total Natural Gas, NGLs and Oil Revenue are sales of $ 167,390 to Direct Energy Business Marketing LLC, which comprises over 10% of revenue from contracts with external customers for the period.
−Removed: (B) Included in Other is a realized gain on commodity derivative instruments of $ 83,997 related to the monetization of hedges (see Note 19 - Derivative Instruments for more information).
−Removed: (C) Includes midstream revenue of $ 64,710 and equity in loss of unconsolidated affiliates of $ 688 for Shale and Other, respectively.
−Removed: (D) Includes investments in unconsolidated equity affiliates of $ 16,022 .
+Added: (A) Included in Total Natural Gas, NGLs and Oil Revenue are sales of $ 334,407 to Citadel Energy Marketing LLC and $ 235,760 to Direct Energy Business Marketing LLC, each of which comprises over 10% of revenue from contracts with external customers for the period.
+Added: (B) Includes midstream revenue of $ 81,267 and equity in earnings of unconsolidated affiliates of $ 5,780 for Shale and Other, respectively.
+Added: (C) Includes investments in unconsolidated equity affiliates of $ 17,301 .
Industry segment results for the year ended December 31, 2020 are:
1 unchanged sentence
Methane Other Consolidated
−Removed: Natural Gas, NGLs and Oil Revenue $ 1,199,276 $ 163,893 $ 1,156 $ 1,364,325 (E)
+Added: Natural Gas, NGLs and Oil Revenue $ 781,038 $ 114,366 $ 1,341 $ 896,745 (D)
Purchased Gas Revenue — — 105,792 105,792
−Removed: Gain on Commodity Derivative Instruments
−Removed: 62,418 7,335 306,352 376,105
+Added: Gain (Loss) on Commodity Derivative Instruments
+Added: 337,269 39,884 ( 204,171 ) 172,982 (E)
Other Revenue and Operating Income 64,710 — 17,749 82,459 (F)
−Removed: Total Revenue and Other Operating Income $ 1,336,008 $ 171,228 $ 415,213 $ 1,922,449
+Added: Total Revenue and Other Operating Income (Loss) $ 1,183,017 $ 154,250 $ ( 79,289 ) $ 1,257,978
Total Operating Expense $ 709,036 $ 127,845 $ 860,863 $ 1,697,744
4 unchanged sentences
Capital Expenditures $ 474,545 $ 9,789 $ 2,957 $ 487,291
−Removed: (E) Included in Total Natural Gas, NGLs and Oil Revenue are sales of $ 214,980 to Direct Energy Business Marketing LLC and $ 147,540 to NJR Energy Services Company, each of which comprises over 10% of revenue from contracts with external customers for the period.
−Removed: (F) Includes midstream revenue of $ 74,314 and equity in earnings of unconsolidated affiliates of $ 2,103 for Shale and Other, respectively.
+Added: (D) Included in Total Natural Gas, NGLs and Oil Revenue are sales of $ 167,390 to Direct Energy Business Marketing LLC, which comprises over 10% of revenue from contracts with external customers for the period.
+Added: (E) Included in Other is a realized gain on commodity derivative instruments of $ 83,997 related to the monetization of hedges (see Note 19 - Derivative Instruments for more information).
+Added: (F) Includes midstream revenue of $ 64,710 and equity in losses of unconsolidated affiliates of $ 688 for Shale and Other, respectively.
(G) Includes investments in unconsolidated equity affiliates of $ 16,022 .
4 unchanged sentences
Purchased Gas Revenue — — 94,027 94,027
−Removed: (Loss) Gain on Commodity Derivative Instruments
+Added: Gain on Commodity Derivative Instruments
62,418 7,335 306,352 376,105
2 unchanged sentences
Total Operating Expense $ 787,488 $ 135,778 $ 813,207 $ 1,736,473
−Removed: Earnings Before Income Tax $ 626,978 $ 49,995 $ 421,695 $ 1,098,668
+Added: Earnings (Loss) Before Income Tax $ 548,520 $ 35,450 $ ( 524,286 ) $ 59,684
Segment Assets $ 6,527,245 $ 1,222,005 $ 1,311,556 $ 9,060,806 (J)
2 unchanged sentences
Capital Expenditures $ 1,175,091 $ 11,333 $ 6,175 $ 1,192,599
−Removed: (H) Included in Total Natural Gas, NGLs and Oil Revenue are sales of $ 219,472 to NJR Energy Services Company and $ 184,668 to Direct Energy Business Marketing LLC, each of which comprises over 10% of revenue from contracts with external customers for the period.
+Added: (H) Included in Total Natural Gas, NGLs and Oil Revenue are sales of $ 214,980 to Direct Energy Business Marketing LLC and $ 147,540 to NJR Energy Services Company, each of which comprises over 10% of revenue from contracts with external customers for the period.
(I) Includes midstream revenue of $ 74,314 and equity in earnings of unconsolidated affiliates of $ 2,103 for Shale and Other, respectively.
5 unchanged sentences
Total Segment Revenue from Contracts with External Customers $ 2,364,909 $ 1,067,247 $ 1,532,666
−Removed: Gain (Loss) on Commodity Derivative Instruments 172,982 376,105 ( 30,212 )
+Added: (Loss) Gain on Commodity Derivative Instruments ( 1,632,733 ) 172,982 376,105
Other Operating Income 24,616 17,749 13,678
9 unchanged sentences
Proved Gas Properties 1,312,706 1,253,094
−Removed: Gas Wells and Related Equipment 1,120,061 1,042,000
Unproved Gas Properties 730,400 725,705
+Added: Gas Wells and Related Equipment 1,202,731 1,120,061
Other Gas Assets 96,279 95,734
19 unchanged sentences
Natural Gas, NGLs and Oil Revenue $ 2,183,929 $ 896,745 $ 1,364,325
−Removed: Realized Gain (Loss) on Commodity Derivative Instruments 461,217 69,780 ( 69,720 )
+Added: Realized (Loss) Gain on Commodity Derivative Instruments ( 539,016 ) 461,217 69,780
Unrealized (Loss) Gain on Commodity Derivative Instruments ( 1,093,717 ) ( 288,235 ) 306,325
10 unchanged sentences
Total Costs 1,053,462 1,029,852 1,513,668
−Removed: Pre-tax Operating Income 145,667 320,789 612,616
−Removed: Income Tax Expense 42,098 149,167 120,073
+Added: Pre-tax Operating (Loss) Income ( 402,553 ) 145,667 320,789
+Added: Income Tax (Benefit) Expense ( 87,354 ) 42,098 149,167
Results of Operations for Producing Activities excluding Corporate and Interest Costs
11 unchanged sentences
There were no net dry development wells in 2021 and 2020, and 1.0 net dry development well in 2019.
−Removed: During the years ended December 31, 2020 and 2019, the Company drilled 2.0 and 5.0 net exploratory wells, respectively.
−Removed: During the year ended December 31, 2018, the Company drilled no net exploratory wells.
+Added: There were no net exploratory wells drilled during the year ended December 31, 2021.
+Added: There were 2.0 and 5.0 net exploratory wells drilled during the years ended December 31, 2020 and 2019, respectively.
There were no net dry exploratory wells in 2021, 2020 or 2019.
−Removed: At December 31, 2020, there were 23.0 net development wells and 1.0 exploratory well that are drilled but uncompleted.
−Removed: Additionally, there are 2.0 net exploratory wells that have been completed and are awaiting final tie-in to production.
+Added: As of December 31, 2021, there were 13.0 net development wells drilled but uncompleted.
+Added: Additionally, there were no net exploratory wells that have been completed and are awaiting final tie-in to production.
CNX is committed to provide 394.6 Bcf of gas under existing sales contracts or agreements over the course of the next four years.
5 unchanged sentences
Producing Gas Wells (including Gob Wells) - Working Interest 4,716 4,432
−Removed: Producing Oil Wells - Working Interest — —
Producing Gas Wells - Royalty Interest 2,031 —
11 unchanged sentences
Annually, the preparation of natural gas reserves estimates is completed in accordance with CNX prescribed internal control procedures, which include verification of input data into a gas reserves forecasting and economic evaluation software, as well as multi-functional management review.
−Removed: As part of the annual review, management reviews and approves changes in the
−Removed: future development plan and the impact to proved-undeveloped locations to ensure that annual changes are aligned with the overall strategic business plan of the Company.
+Added: As part of the annual review, management reviews and approves changes in the future development plan and the impact to proved-undeveloped locations to ensure that annual changes are aligned with the overall strategic business plan of the Company.
A detailed review is completed to ensure that all proved undeveloped locations will be fully developed within five-year s of the reserves booking.
3 unchanged sentences
The technical employee responsible for overseeing the preparation of the reserve estimates is a registered professional engineer in the state of West Virginia with over 17 years of experience in the oil and gas industry.
−Removed: The Company's gas reserves results, which are reported in the Supplemental Gas Data for the year ended December 31, 2020 Form 10-K, were audited by independent petroleum engineers, Netherland, Sewell & Associates, Inc.
+Added: The Company’s gas reserves results, which are reported in Note 22 - Supplemental Gas Data for the year ended December 31, 2021 Form 10-K, were audited by independent petroleum engineers, Netherland, Sewell & Associates, Inc.
The technical person primarily responsible for overseeing the audit of the Company's reserves is a registered professional engineer in the state of Texas with over 14 years of experience in the oil and gas industry.
8 unchanged sentences
Production ( 505,355 ) ( 5,428 ) ( 204 ) ( 539,149 )
−Removed: Sales of Reserves In-Place (d) ( 715,088 ) ( 17,252 ) ( 1,100 ) ( 825,196 )
Balance December 31, 2019 (a) 7,938,406 75,844 5,366 8,425,667
−Removed: Revisions (e) ( 521,617 ) 5,926 ( 5,418 ) ( 518,570 )
+Added: Revisions (d) 407,836 51,857 3,525 740,129
Price Changes ( 1,019,523 ) ( 50,456 ) ( 4,946 ) ( 1,351,934 )
2 unchanged sentences
Balance December 31, 2020 (a) 9,034,066 81,867 4,081 9,549,758
−Removed: Revisions (f) 407,836 51,857 3,525 740,129
+Added: Revisions (e) ( 409,215 ) 13,655 39 ( 327,050 )
Price Changes 82,248 692 22 86,532
13 unchanged sentences
CNX cautions that there are many inherent uncertainties in estimating proved reserve quantities, projecting future production rates and timing of development expenditures.
−Removed: Proved oil and gas reserves are estimated quantities of natural gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years
−Removed: from known reservoirs under existing economic and operating conditions and government regulations.
+Added: Proved oil and gas reserves are estimated quantities of natural gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions and government regulations.
Proved developed reserves are reserves expected to be recovered through existing wells, with existing equipment and operating methods.
−Removed: (b) The upward revision for 2018 of 321 Bcfe is primarily due to a 472 Bcfe upward revision from increased performance through our continued focus on optimization.
−Removed: This is partially offset by a 151 Bcfe downward revision due to plan changes.
+Added: (b) The downward revisions in 2019 are due to changes in our five-year development plan due to increased dry gas investment which increased dry gas proved undeveloped reserves and decreased wet gas investment which lowered wet gas proved undeveloped reserves.
+Added: The investment shift was a result of a significant decrease in forecasted liquids price realizations in the five-year plan.
+Added: These five-year plan changes resulted in the removal of 872 Bcfe in reserves for wet gas investment.
+Added: There was additionally a reduction of 304 Bcfe related to removal of proved undeveloped locations removed from our plans due to the SEC five-year development rule.
+Added: These downward revisions were partially offset by efficiencies in operations investment in dry gas properties which increased reserves by 657 Bcfe.
(c) Extensions and Discoveries in 2019, 2020, and 2021 are due to the addition of wells on the Company’s Shale acreage more than one offset location away with continued use of reliable technology.
3 unchanged sentences
Total proved extensions and discoveries are a combination of proved developed and proved undeveloped reserves;
−Removed: and, extensions and discoveries for proven developed reserves are associated with non-operated assets and exploratory wells.
−Removed: In 2020 and 2019, the Company added 70 Bcfe and 77 Bcfe, respectively, related to exploratory and non-operated wells.
−Removed: (d) The sales of reserves in-place is related to the divestiture of our Utica JV assets and substantially all of our conventional properties.
−Removed: Refer to Note 4 - Acquisitions and Dispositions for more information.
−Removed: (e) The downward revisions in 2019 are due to changes in our five-year development plan due to increased dry gas investment which increased dry gas proved undeveloped reserves and decreased wet gas investment which lowered wet gas proved undeveloped reserves.
−Removed: The investment shift was a result of a significant decrease in forecasted liquids price realizations in the five-year plan.
−Removed: These five-year plan changes resulted in the removal of 872 Bcfe in reserves for wet gas investment.
−Removed: There was additionally a reduction of 304 Bcfe related to removal of proved undeveloped locations removed from our plans due to the SEC five-year development rule.
−Removed: These downward revisions were partially offset by efficiencies in operations investment in dry gas properties which increased reserves by 657 Bcfe.
−Removed: (f) Upward revisions in 2020 are due to performance revisions of 579 Bcfe related to production performance and an 853 Bcfe increase in reserves due to a decrease in operating costs in 2020.
+Added: and, extensions and discoveries
+Added: for proven developed reserves are associated with non-operated assets and exploratory wells.
+Added: In 2021, 2020 and 2019, the Company added 26 Bcfe, 70 Bcfe and 77 Bcfe, respectively, related to exploratory and non-operated wells.
+Added: (d) Upward revisions in 2020 are due to performance revisions of 579 Bcfe related to production performance and an 853 Bcfe increase in reserves due to a decrease in operating costs in 2020.
These upward revisions were partially offset by negative revisions of 677 Bcfe due to changes in our development plan related to the removal of four Utica wells and 23 Marcellus wells from our development plan.
+Added: (e) The downward revisions in 2021 are partly due to changes in our five-year development plan that are driven by acreage consolidation initiatives.
+Added: These initiatives resulted in 267 Bcfe being removed.
+Added: Additional downward revisions, of 356 Bcfe are due to additional changes in our 5 year development plans from continued focus on optimizing and maximizing value of our assets.
+Added: The remaining 20 Bcfe was removed due to risk in well development.
+Added: 60 Bcfe was removed due to the 5 year rule.
+Added: Offsetting these negative revisions are positive performance revisions of 46 Bcfe associated with Proved Developed Producing assets and 331 Bcfe related to increase performance in Proved Undeveloped assets.
Proved Undeveloped Reserves (MMcfe)
1 unchanged sentence
Undeveloped Reserves Transferred to Developed (a) ( 1,133,110 )
+Added: Revisions Due to 5 Year Rule (b) ( 59,948 )
Price Revisions ( 4,939 )
−Removed: Revisions Due to Plan Changes (b) ( 691,054 )
−Removed: Revisions Due to Changes Due to Well Performance (c) 810,727
−Removed: Extension and Discoveries (d) 2,176,326
−Removed: Ending Proved Undeveloped Reserves(e) 4,350,010
+Added: Revisions Due to Plan Changes (c) ( 643,994 )
+Added: Revisions Due to Changes Related to Well Performance (d) 331,135
+Added: Extension and Discoveries (e) 880,965
+Added: Ending Proved Undeveloped Reserves(f) 3,720,119
(a) During 2021, various exploration and development drilling and evaluations were completed.
Approximately, $ 248,232 of capital was spent in the year ended December 31, 2021 related to undeveloped reserves that were transferred to developed.
−Removed: (b) The downward revisions for 2020 plan changes is due to the removal of 88 Bcfe of reserves related to 4 Utica wells and 579 Bcfe of reserves related to 23 Marcellus wells which were removed from our development plan.
−Removed: (c) The upward revisions due to a 342 Bcfe increase in reserves of liquids rich Marcellus production which requires processing due to a reduction in the Company's operating costs as a result of the CNXM take-in transaction completed in 2020.
−Removed: The remaining portion is due to production performance.
−Removed: (d) Extensions and discoveries are due mainly to the addition of 1,465 Bcfe related to 47 net Marcellus wells within our Southwest Pennsylvania and West Virginia dry gas operations and 711 Bcfe of 23 net Utica wells within our Central Pennsylvania and Southwest Pennsylvania operations.
+Added: (b) Due to the 5 Year Rule, 60 Bcfe of reserves were removed.
+Added: (c) The downward revisions for 2021 plan changes is due to the removal of 267 Bcfe of reserves related acreage consolidation initiatives.
+Added: We also had 356 Bcfe which were removed from our 5 year development plan from our continued focus on optimizing the development timing of our assets.
+Added: The remaining 20 Bcfe was removed due to risk in well development.
+Added: (d) The upward revisions of 331 Bcfe are due to increased ethane extractions for our undeveloped locations related to increased production performance.
+Added: (e) Extensions and discoveries are due mainly to the addition of 476 Bcfe related to 29 Marcellus wells within our Southwest Pennsylvania, Central Pennsylvania and West Virginia operations and 405 Bcfe of 16 Utica wells within our Central Pennsylvania and Southwest Pennsylvania operations.
The Company uses reliable technologies when assigning reserves to undeveloped locations, including wire line open-hole log data, performance data, geological log cross sections, core data and statistical analysis.
1 unchanged sentence
We also use geophysical data that includes data from our wells, published documents, state data-sites and data exchanges to confirm continuity of the formation.
−Removed: (e) Included in proved undeveloped reserves at December 31, 2020 are approximately 320,987 MMcfe of reserves that have been reported for more than five years.
−Removed: These reserves are all attributable to acreage within the current operating plan
−Removed: identified by the life-of-mine timing maps for the Buchanan mine.
+Added: (f) Included in proved undeveloped reserves at December 31, 2021 are approximately 310 MMcfe of reserves that have been reported for more than five years.
+Added: These reserves are all attributable to acreage within the current operating plan identified by the life-of-mine timing maps for the Buchanan mine.
The annual increase in proved undeveloped gob reserves is a result of a change in planned mining activity, which includes an expanded mining footprint, partially offset by the conversion to proved developed gob reserves.
3 unchanged sentences
These reasons constitute the specific circumstances that exist to continue recognizing these reserves for CNX.
−Removed: The following table indicates the changes to the Company's suspended exploratory well costs for the three years ended December 31, 2020:
+Added: The following table indicates the changes to the Company’s suspended exploratory well costs:
+Added: For the Years Ended December 31,
2021 2020 2019
5 unchanged sentences
At December 31, 2020 there was one well pending the determination of proved reserves.
−Removed: The $ 9,062 of exploratory well costs capitalized for more than one year is related to one partially constructed well that the Company is currently evaluating to determine the most economic approach to access the natural gas reserves.
−Removed: The company expects to make a determination in 2021 to either finalize the well or to access the natural gas reserves from an alternative location.
+Added: During the year-ended December 31, 2021, the Company determined it would be more economical to access the underlying reserves from a different location and the costs associated with this well were recorded to Exploration and Production Related Other Costs in the Consolidated Statements of Income.
CNX proved natural gas reserves are located in the United States.
21 unchanged sentences
Total Standardized Measure of Discounted Net Cash Flows $ 5,881,576 $ 2,635,736 $ 3,070,469
−Removed: (a) For 2020, the reserves were computed using unweighted arithmetic averages of the closing prices on the first day of each month during 2020, adjusted for energy content and a regional price differential.
+Added: (a) For 2021, the future cash flows were computed using unweighted arithmetic averages of the closing prices on the first day of each month during 2021, adjusted for energy content and a regional price differential.
For 2021, this adjusted natural gas price was $ 3.19 per Mcf, the adjusted oil price was $ 55.72 per barrel and the adjusted NGL price was $ 28.44 per barrel.
3 unchanged sentences
in prior years this was captured within the CNXM contractual rate within production costs.
−Removed: These changes resulted in an increase of $ 932 million to the current year Standardized Measure of Discounted Net Cash Flows.
−Removed: (b) Development costs for 2020 include $ 402,174 of plugging and abandonment costs and $ 286,724 of Midstream capital on an undiscounted pre-tax basis.
−Removed: On a PV-10 pre-tax discounted basis, these amounts equate to $ 18,357 and $ 231,512 , respectively.
−Removed: The addition of Midstream capital is the result of the Merger that occurred on September 28, 2020 (See Note 4 - Acquisitions and Dispositions).
−Removed: For 2019, the reserves were computed using unweighted arithmetic averages of the closing prices on the first day of each month during 2019, adjusted for energy content and a regional price differential.
+Added: These changes resulted in an increase of $ 932 million to the prior year Standardized Measure of Discounted Net Cash Flows.
+Added: For 2020, the future cash flows were computed using unweighted arithmetic averages of the closing prices on the first day of each month during 2020, adjusted for energy content and a regional price differential.
For 2020, this adjusted natural gas price was $ 1.70 per Mcf, the adjusted oil price was $ 35.61 per barrel and the adjusted NGL price was $ 13.18 per barrel.
−Removed: For 2018, the reserves were computed using unweighted arithmetic averages of the closing prices on the first day of each month during 2018, adjusted for energy content and a regional price differential.
+Added: For 2019, the future cash flows were computed using unweighted arithmetic averages of the closing prices on the first day of each month during 2019, adjusted for energy content and a regional price differential.
For 2019, this adjusted natural gas price was $ 2.24 per Mcf, the adjusted oil price was $ 44.31 per barrel and the adjusted NGL price was $ 19.10 per barrel.
+Added: (b) Development costs for 2021 include $ 405,700 of plugging and abandonment costs and $ 185,074 of Midstream capital on an undiscounted pre-tax basis.
+Added: On a PV-10 pre-tax discounted basis, these amounts equate to $ 7,166 and $ 154,200 , respectively.
+Added: Development costs for 2020 include $ 402,174 of plugging and abandonment costs and $ 286,724 of Midstream capital on an undiscounted pre-tax basis.
+Added: On a PV-10 pre-tax discounted basis, these amounts equate to $ 18,357 and $ 231,512 , respectively.
+Added: The increase from 2019 was primarily due to the addition of Midstream capital as a result of the Merger that occurred on September 28, 2020 (See Note 4 - Acquisitions and Dispositions).
The following are the principal sources of change in the standardized measure of discounted future net cash flows for consolidated operations during:
7 unchanged sentences
Difference in Previously Estimated Development Costs Compared to Actual Costs Incurred During the Period ( 33,175 ) ( 129,642 ) ( 323,922 )
−Removed: ( 129,642 ) ( 323,922 ) ( 434,817 )
−Removed: Purchase of Reserves In-Place — — 209,630
−Removed: Sales of Reserves In-Place — — ( 434,103 )
Changes in Estimated Future Development Costs 31,406 ( 499,316 ) ( 24,469 )
Net Change in Future Income Taxes ( 1,231,883 ) 138,404 409,797
−Removed: Timing and Other 390,391 586,591 ( 69,087 )
Accretion 329,782 390,391 583,320
+Added: Timing and Other ( 660,396 ) 343,033 398,096
Total Discounted Cash Flow at End of Period $ 5,881,576 $ 2,635,736 $ 3,070,469
−Removed: Supplemental Quarterly Information (unaudited):
−Removed: (Dollars in thousands, except per share data)
−Removed: Three Months Ended
−Removed: March 31, June 30, September 30, December 31,
−Removed: 2020 2020 2020 2020
−Removed: Revenue (a) $ 411,401 $ 145,088 $ 61,609 $ 622,131
−Removed: Expenses (b) $ 149,004 $ 125,548 $ 142,327 $ 134,775
−Removed: Net (Loss) Income (c) $ ( 305,222 ) $ ( 130,487 ) $ ( 188,793 ) $ 195,758
−Removed: Net (Loss) Income Attributable to CNX Resources Shareholders $ ( 329,086 ) $ ( 145,749 ) $ ( 204,698 ) $ 195,758
−Removed: (Loss) Earnings Per Share:
−Removed: Basic (Loss) Earnings Per Share $ ( 1.76 ) $ ( 0.78 ) $ ( 1.03 ) $ 0.88
−Removed: Diluted (Loss) Earnings Per Share $ ( 1.76 ) $ ( 0.78 ) $ ( 1.03 ) $ 0.87
−Removed: Three Months Ended
−Removed: March 31, June 30, September 30, December 31,
−Removed: 2019 2019 2019 2019
−Removed: Revenue (a) $ 275,234 $ 602,109 $ 526,681 $ 504,747
−Removed: Expenses (b) $ 147,928 $ 153,835 $ 153,833 $ 182,035
−Removed: Net (Loss) Income (c) $ ( 64,651 ) $ 192,694 $ 143,960 $ ( 240,055 )
−Removed: Net (Loss) Income Attributable to CNX Resources Shareholders $ ( 87,337 ) $ 162,477 $ 115,538 $ ( 271,408 )
−Removed: (Loss) Earnings Per Share:
−Removed: Basic (Loss) Earnings Per Share $ ( 0.44 ) $ 0.85 $ 0.62 $ ( 1.45 )
−Removed: Diluted (Loss) Earnings Per Share $ ( 0.44 ) $ 0.84 $ 0.61 $ ( 1.45 )
−Removed: (a) Includes natural gas, NGLs, and oil revenue;
−Removed: gain (loss) on commodity derivative instruments, purchased gas revenue and midstream revenue.
−Removed: (b) Includes exploration and production costs and other operating expense;
−Removed: excludes depreciation, depletion and amortization, impairment charges, selling, general and administrative, gain (loss) on debt extinguishment, interest expense and other expense.
−Removed: (c) Includes impairment charges of $ 61,849 and $ 473,045 that were recorded during the three months ended March 31, 2020 related to CNX's exploration and production properties and goodwill, respectively, and $ 327,400 and $ 119,429 that were recorded during the three months ended December 31, 2019 related to CNX's exploration and production properties and unproved properties, respectively.
−Removed: See Note 1 - Significant Accounting Policies in Item 8 of this Form 10-K for additional information.
+Added: Table excludes unrealized gain/loss on commodity derivative instruments.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
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.