26 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matters
−Removed: The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
+Added: Critical Audit Matter
+Added: The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:
(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
−Removed: 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: Valuation of Goodwill
−Removed: Description of the Matter At December 31, 2021, the Company’s goodwill was $323.3 million and all goodwill was attributed to the Midstream reporting unit in the Shale segment.
−Removed: 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 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.
−Removed: 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.
−Removed: 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.
−Removed: To test the estimated fair value of the Company’s midstream reporting unit, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis.
−Removed: We compared the significant assumptions used by management to current industry and economic trends and evaluated whether changes in those trends would affect the significant assumptions.
−Removed: We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions.
+Added: The communication of the critical audit matter 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 matter below, providing separate opinions on the critical audit matters or on the account or disclosure to which it relates.
Depreciation, Depletion & Amortization
38 unchanged sentences
Impairment of Goodwill — — 473,045
−Removed: Impairment of Unproved Properties and Expirations
Selling, General and Administrative Costs
10 unchanged sentences
Total Costs and Expenses 1,473,158 1,393,305 1,860,809
−Removed: (Loss) Earnings Before Income Tax ( 636,513 ) ( 602,831 ) 59,684
−Removed: Income Tax (Benefit) Expense ( 137,870 ) ( 174,087 ) 27,736
−Removed: Net (Loss) Income ( 498,643 ) ( 428,744 ) 31,948
+Added: Loss Before Income Tax ( 211,947 ) ( 636,513 ) ( 602,831 )
+Added: Income Tax Benefit ( 69,870 ) ( 137,870 ) ( 174,087 )
+Added: Net Loss ( 142,077 ) ( 498,643 ) ( 428,744 )
Net Income Attributable to Noncontrolling Interests — — 55,031
10 unchanged sentences
2022 2021 2020
−Removed: Net (Loss) Income $ ( 498,643 ) $ ( 428,744 ) $ 31,948
−Removed: Other Comprehensive (Loss) Income:
+Added: Net Loss $ ( 142,077 ) $ ( 498,643 ) $ ( 428,744 )
+Added: Other Comprehensive Income (Loss):
Actuarially Determined Long-Term Liability Adjustments (Net of tax:
1 unchanged sentence
8,010 661 ( 2,579 )
−Removed: Comprehensive (Loss) Income ( 497,982 ) ( 431,323 ) 27,247
+Added: Comprehensive Loss ( 134,067 ) ( 497,982 ) ( 431,323 )
Comprehensive Income Attributable to Noncontrolling Interests — — 55,031
7 unchanged sentences
Cash and Cash Equivalents $ 21,321 $ 3,565
−Removed: Restricted Cash — 735
Accounts and Notes Receivable:
Trade (Note 17)
+Added: 348,458 330,122
Other Receivables 6,184 8,924
2 unchanged sentences
Derivative Instruments (Note 19)
+Added: 154,474 95,002
Prepaid Expenses 16,211 15,975
6 unchanged sentences
Operating Lease Right-of-Use Assets (Note 13)
+Added: 174,849 56,022
Derivative Instruments (Note 19)
+Added: 244,931 131,994
Goodwill (Note 9)
+Added: 323,314 323,314
Other Intangible Assets (Note 9)
−Removed: Restricted Cash — 5,247
+Added: 76,990 83,543
Other 25,376 56,588
10 unchanged sentences
Derivative Instruments (Note 19)
+Added: 782,653 521,598
Current Portion of Finance Lease Obligations (Note 13)
−Removed: Current Portion of Long-Term Debt (Note 12) — 22,574
Current Portion of Operating Lease Obligations (Note 13)
+Added: 47,436 22,940
Other Accrued Liabilities (Note 11)
+Added: 290,491 287,732
Total Current Liabilities 1,312,804 954,576
1 unchanged sentence
Long-Term Debt (Note 12)
+Added: 2,205,735 2,214,121
Finance Lease Obligations (Note 13)
Operating Lease Obligations (Note 13)
+Added: 132,105 33,672
Derivative Instruments (Note 19)
+Added: 1,517,021 687,354
Deferred Income Taxes (Note 6)
+Added: 232,280 328,601
Asset Retirement Obligations (Note 7)
+Added: 89,079 88,859
Other 74,318 92,077
16 unchanged sentences
Common Stock Capital in
−Removed: Value Retained Earnings (Deficit) Accumulated Other Comprehensive Loss Total
+Added: Value Retained Earnings Accumulated Other Comprehensive Loss Total
CNX Resources Stockholders’ Equity Non- Controlling Interest Total Equity
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 )
−Removed: Other Comprehensive Loss — — — ( 2,579 ) ( 2,579 ) — ( 2,579 )
−Removed: Distributions to CNXM Noncontrolling Interest Holders — — — — — ( 41,987 ) ( 41,987 )
−Removed: CNXM Merger 371 725,907 — 726,278 ( 815,983 ) ( 89,705 )
+Added: Other Comprehensive Income — — — 661 661 — 661
December 31, 2021 $ 2,039 $ 2,834,863 $ 877,894 $ ( 14,523 ) $ 3,700,273 $ — $ 3,700,273
5 unchanged sentences
Amortization of Stock-Based Compensation Awards 6 16,369 — — 16,375 — 16,375
−Removed: Equity Component of Convertible Senior Notes, net of Issuance Costs — ( 33 ) — — ( 33 ) — ( 33 )
−Removed: Other Comprehensive Loss — — — 661 661 — 661
+Added: Other Comprehensive Income — — — 8,010 8,010 — 8,010
+Added: Cumulative Effect of Adoption of New Accounting Standard — ( 78,284 ) 18,947 — ( 59,337 ) — ( 59,337 )
December 31, 2022 $ 1,712 $ 2,506,269 $ 448,993 $ ( 6,513 ) $ 2,950,461 $ — $ 2,950,461
5 unchanged sentences
2022 2021 2020
−Removed: Net (Loss) Income $ ( 498,643 ) $ ( 428,744 ) $ 31,948
−Removed: Adjustments to Reconcile Net (Loss) Income to Net Cash Provided by Continuing Operating Activities:
+Added: Net Loss $ ( 142,077 ) $ ( 498,643 ) $ ( 428,744 )
+Added: Adjustments to Reconcile Net Loss to Net Cash Provided by Continuing Operating Activities:
Depreciation, Depletion and Amortization 461,215 515,118 501,821
1 unchanged sentence
Impairment of Exploration and Production Properties — — 61,849
−Removed: Impairment of Unproved Properties and Expirations — — 119,429
Impairment of Goodwill — — 473,045
6 unchanged sentences
Deferred Income Taxes ( 76,058 ) ( 137,887 ) ( 118,300 )
−Removed: Return on Equity Investment — — 4,056
Other 5,588 ( 1,280 ) 688
16 unchanged sentences
Cash Flows from Financing Activities:
−Removed: Net Proceeds from (Payments on) CNX Revolving Credit Facility 31,200 ( 500,200 ) 49,000
+Added: Net (Payments on) Proceeds from CNX Revolving Credit Facility ( 192,000 ) 31,200 ( 500,200 )
Payments on Miscellaneous Borrowings ( 665 ) ( 2,785 ) ( 7,155 )
5 unchanged sentences
Purchase of Capped Call Related to Convertible Senior Notes — — ( 35,673 )
−Removed: Net (Payments on) Proceeds from CNXM Revolving Credit Facility ( 106,000 ) ( 20,750 ) 227,750
+Added: Net Payments on CNXM Revolving Credit Facility ( 31,300 ) ( 106,000 ) ( 20,750 )
Distributions to CNXM Noncontrolling Interest Holders — — ( 41,987 )
3 unchanged sentences
Debt Issuance and Financing Fees ( 3,250 ) ( 14,476 ) ( 26,047 )
−Removed: Net Cash (Used in) Provided by Financing Activities ( 523,781 ) ( 350,786 ) 165,964
−Removed: Net (Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash ( 18,034 ) 5,316 ( 915 )
+Added: Net Cash Used in Financing Activities ( 688,964 ) ( 523,781 ) ( 350,786 )
+Added: Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash 17,756 ( 18,034 ) 5,316
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period 3,565 21,599 16,283
12 unchanged sentences
Investments in oil and natural gas producing entities are accounted for under the proportionate consolidation method.
−Removed: On September 28, 2020, the Merger (as defined in Note 4 – Acquisitions and Dispositions) of CNX Midstream Partners LP (CNXM) was completed.
+Added: In September 2020, the Merger (as defined in Note 4 – Acquisitions and Dispositions) of CNX Midstream Partners LP (CNXM) was completed.
Prior to the Merger, public unitholders held a 46.9 % equity interest in CNXM and CNX owned the remaining 53.1 % equity interest.
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.
−Removed: There were no changes to our ownership interest in CNXM during the year ended December 31, 2021.
+Added: There were no changes to our ownership interest in CNXM during the years ended December 31, 2022 or 2021.
Use of Estimates:
1 unchanged sentence
Actual results could differ from those estimates.
−Removed: The most significant estimates included in, but not limited to, the preparation of the consolidated financial statements are related to long-lived assets (including intangible assets and goodwill), accounts receivable credit losses, the values of natural gas, NGLs, condensate and oil (collectively “natural gas”) reserves, asset retirement obligations, deferred income tax assets and liabilities, contingencies, fair value of derivative instruments, the fair value of the liability and equity components of the convertible senior notes, stock-based compensation and salary retirement benefits.
+Added: The most significant estimates included in, but not limited to, the preparation of the consolidated financial statements are related to long-lived assets (including intangible assets and goodwill), accounts receivable credit losses, the values of natural gas, NGLs, condensate and oil (collectively “natural gas”) reserves, asset retirement obligations, deferred income tax assets and liabilities, contingencies, fair value of derivative instruments, the fair value of the liability and equity components of the convertible senior notes prior to the adoption of ASU 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity's Own Equity on January 1, 2022, stock-based compensation and salary retirement benefits.
Cash, Cash Equivalents, and Restricted Cash:
62 unchanged sentences
The impairment was related to an economic decision to temporarily idle certain wells and the related processing facility during the first quarter.
−Removed: During the fourth quarter of 2019, CNX identified certain indicators of impairment specific to our Central Pennsylvania Marcellus asset group and determined that the carrying value of that asset group was not recoverable.
−Removed: The fair value of the asset group was estimated by using level 3 inputs which consisted of discounting the estimated future cash flows using discount rates and other assumptions that market participants would use in their estimates of fair value.
−Removed: As a result, an impairment of $ 327,400 was included in Impairment of Exploration and Production Properties in the Consolidated Statements of Income.
−Removed: This impairment was related to 56 operated wells and approximately 51,000 acres within our Central Pennsylvania Marcellus proved properties in Armstrong, Indiana, Jefferson and Westmoreland counties.
−Removed: The majority of these properties were developed prior to 2013 and the last of these properties were developed in 2015.
Impairment of Unproved Properties:
1 unchanged sentence
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
−Removed: 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 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.
Expense for lease expirations that were not previously impaired are recorded as the leases expire.
−Removed: For the year ended December 31, 2019, CNX recorded an impairment related to unproved properties of $ 119,429 that was included in Impairment of Unproved Properties and Expirations in the Consolidated Statements of Income.
−Removed: These unproved properties are within CNX's Central Pennsylvania operating region and east of the acreage associated with the proved property impairment described above.
Exploration expense, which is associated primarily with lease expirations, was $ 8,298 , $ 20,626 and $ 14,994 for the years ended December 31, 2022, 2021 and 2020, respectively, and is included in Exploration and Production Related Other Costs in the Consolidated Statements of Income.
21 unchanged sentences
Risk Factors of this Form 10-K.
−Removed: The fair value estimation process requires considerable judgment and
−Removed: 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 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.
Future results could differ from our current estimates and assumptions.
+Added: For the Company’s annual impairment assessment during the fourth quarter of 2022, the Company elected to perform a qualitative impairment test on its goodwill and concluded that it is more likely than not that the fair value exceeded the carrying value and goodwill was not impaired.
In connection with CNX's assessment of goodwill in the first quarter of 2020 in relation to the 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 master limited partnership (MLP) market space, an impairment indicator was identified.
−Removed: 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.
+Added: CNX bypassed the qualitative assessment and performed a quantitative test that utilized a combination of the
+Added: income and market approaches to estimate the fair value of the Midstream reporting unit.
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.
−Removed: 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.
−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: 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:
32 unchanged sentences
In general, this gas is purchased at market price and re-sold on the same day at market price less a small transaction fee.
−Removed: These matching buy/sell transactions include a legal right of offset of obligations and have been simultaneously entered into with the counterparty.
+Added: These matching buy/sell
+Added: transactions include a legal right of offset of obligations and have been simultaneously entered into with the counterparty.
These transactions qualify for netting under the Nonmonetary Transactions Topic of the FASB Accounting Standards Codification and are, therefore, recorded net within the Consolidated Statements of Income in the Purchased Gas Revenue line.
17 unchanged sentences
These swaps change the variable-rate cash flow exposure on the debt obligations to fixed cash flows.
−Removed: The change in fair value of the interest rate swap agreements are accounted for on a mark-to-market basis with the changes in fair value recorded in current period earnings.
+Added: The changes in fair value of the interest rate swap agreements are accounted for on a mark-to-market basis with the changes in fair value recorded in current period earnings.
CNX enters into financial derivative instruments to manage its exposure to commodity price volatility.
2 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
−Removed: subject to master netting arrangements with the counterparties.
+Added: All of the Company's derivative instruments are 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.
5 unchanged sentences
Recent Accounting Pronouncements:
−Removed: 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.
−Removed: This ASU provides guidance on how an issuer would measure and recognize the effect of these transactions.
−Removed: 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.
−Removed: 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.
−Removed: An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments.
−Removed: Early adoption is permitted.
−Removed: The Company is still evaluating the effect of adopting this guidance.
−Removed: In August 2020, the FASB issued 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 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.
−Removed: 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.
−Removed: 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).
−Removed: 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 and less susceptible to manipulation.
−Removed: 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.
−Removed: In January 2021, the FASB issued ASU 2021-01, which clarifies that certain provisions in Topic 848, if elected by an entity, apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform.
−Removed: The amendments in these ASUs are effective for all entities as of March 12, 2020 through December 31, 2022.
−Removed: The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements.
+Added: See Note 12 – Long-Term Debt for the impact of adoption of ASU 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity's Own Equity.
Reclassifications:
4 unchanged sentences
NOTE 2— EARNINGS PER SHARE:
−Removed: 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.
−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, 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 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.
−Removed: 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.
+Added: Basic earnings per share is computed by dividing net income or net loss 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 2.25 % convertible senior notes due May 2026 (“the 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 conversion of the Convertible Notes are issued (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 anti-dilutive 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.
2 unchanged sentences
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 or the year ended December 31, 2019.
−Removed: 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:
+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.
+Added: The table below sets forth the share-based awards that have been excluded from the computation of diluted earnings per share because their effect would be anti-dilutive:
For the Years Ended December 31,
3 unchanged sentences
Anti-Dilutive Performance Share Units 1,829,081 996,863 721,244
−Removed: Anti-Dilutive Performance Share Options — — 927,268
6,442,587 6,423,803 7,082,480
+Added: The Convertible Notes, if converted by the holder, may be settled in cash, shares of the Company's common stock or a combination thereof, at the Company's election.
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 earnings per share computation under the treasury stock method.
−Removed: 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.
+Added: ASU 2020-06 amended the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method (See Note 12 – Long-Term Debt for more information).
+Added: The if-converted method assumes the conversion of convertible instruments occurs at the beginning of the reporting period and diluted weighted average shares outstanding includes the common shares issuable upon conversion of the convertible instruments.
+Added: In periods where CNX recognizes net income, 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.
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.
2 unchanged sentences
2022 2021 2020
−Removed: Net (Loss) Income $ ( 498,643 ) $ ( 428,744 ) $ 31,948
+Added: Net Loss $ ( 142,077 ) $ ( 498,643 ) $ ( 428,744 )
Net Income Attributable to Non-Controlling Interest — — 55,031
Net Loss Attributable to CNX Resources Shareholders $ ( 142,077 ) $ ( 498,643 ) $ ( 483,775 )
+Added: Effect of Dilutive Securities:
+Added: Add Back Interest on Convertible Notes (Net of Tax) — — —
+Added: Diluted Earnings Available to Shareholders $ ( 142,077 ) $ ( 498,643 ) $ ( 483,775 )
Weighted-Average Shares of Common Stock Outstanding 189,507,682 215,971,381 199,225,441
Effect of Diluted Shares:*
+Added: Options — — —
+Added: Restricted Stock Units — — —
+Added: Performance Share Units — — —
+Added: Convertible Notes — — —
Weighted-Average Diluted Shares of Common Stock Outstanding 189,507,682 215,971,381 199,225,441
2 unchanged sentences
Diluted $ ( 0.75 ) $ ( 2.31 ) $ ( 2.43 )
−Removed: *During periods in which the Company incurs a net loss, diluted weighted average shares outstanding are equal to basic weighted average shares outstanding because the effect of all equity awards is antidilutive.
+Added: *During periods in which the Company incurs a net loss, diluted weighted average shares outstanding are equal to basic weighted average shares outstanding because the effect of all equity awards and the potential share settlement impact related to CNX’s Convertible Notes are antidilutive.
Shares of common stock outstanding were as follows:
18 unchanged sentences
The fixed consideration is allocated to each performance obligation on a relative standalone selling price basis, which requires judgment from management.
−Removed: For these contracts, the Company generally concludes that the fixed price or fixed differentials in the contracts are representative of the standalone selling price.
+Added: For these contracts, the Company generally concludes that the fixed price or fixed differentials in the
+Added: contracts are representative of the standalone selling price.
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.
4 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
−Removed: 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 of the end of the calendar month in which the hydrocarbons are gathered.
Disaggregation of Revenue:
15 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 material 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 Accounting Standards Codification (ASC) 606.
The Company has no contract assets recognized from the costs to obtain or fulfill a contract with a customer.
5 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 entirely to wholly unsatisfied performance obligations.
+Added: Therefore, any remaining variable consideration in the transaction price is allocated
+Added: entirely to wholly unsatisfied performance obligations.
As such, the Company has not disclosed the value of unsatisfied performance obligations pursuant to the practical expedient.
20 unchanged sentences
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.
−Removed: There were no changes in CNX's ownership interest in CNXM during the year ended December 31, 2021.
+Added: There were no changes in CNX's ownership interest in CNXM during the years ended December 31, 2022 or 2021.
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.
3 unchanged sentences
As of December 31, 2022 the amount available under the stock repurchase program is $ 446,808 and is not subject to an expiration date.
−Removed: 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.
+Added: The repurchases may be effected 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.
The timing of any repurchases will be based on a number of factors, including available liquidity, the Company's stock price, the Company's financial outlook, and alternative investment options.
5 unchanged sentences
NOTE 6— INCOME TAXES:
−Removed: Income tax (benefit) expense provided on earnings consisted of:
+Added: Income tax benefit provided on earnings consisted of:
For the Years Ended December 31,
5 unchanged sentences
( 76,058 ) ( 137,887 ) ( 118,300 )
−Removed: ( 137,887 ) ( 118,300 ) 79,092
−Removed: Total Income Tax (Benefit) Expense $ ( 137,870 ) $ ( 174,087 ) $ 27,736
+Added: Total Income Tax Benefit $ ( 69,870 ) $ ( 137,870 ) $ ( 174,087 )
The components of the net deferred taxes are as follows:
5 unchanged sentences
82,189 128,592
−Removed: Foreign Tax Credit 39,404 43,194
+Added: Operating Lease Liabilities 45,427 14,322
Federal Tax Credits 34,317 33,034
+Added: Section 174 Expenses 26,397 —
Gas Well Closing 25,045 25,682
−Removed: Operating Lease Liabilities 14,322 28,085
+Added: Interest Limitation 14,618 —
Salary Retirement 8,167 11,504
+Added: Foreign Tax Credit 7,738 39,404
+Added: Convertible Note Amortization 5,080 —
Equity Compensation 4,474 5,838
10 unchanged sentences
( 163,483 ) ( 133,287 )
−Removed: Discount on Convertible Notes ( 15,864 ) ( 18,097 )
Operating Lease Right-of-Use Assets ( 44,238 ) ( 14,985 )
Advance Gas Royalties ( 286 ) ( 1,842 )
−Removed: Gas Derivatives — ( 26,882 )
+Added: Discount on Convertible Notes — ( 15,864 )
( 523 ) ( 392 )
11 unchanged sentences
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.
−Removed: The CARES Act, which, among other things;
−Removed: increased the adjusted taxable income limitation for the disallowance of interest expense from 30% to 50% and provided for refunds of any remaining alternative minimum tax (AMT) credits in 2020.
−Removed: The impact of other tax implications of the Act on the financial statements and related disclosures are immaterial.
+Added: As of December 31, 2022 and 2021, the Company has $ 34,317 and $ 33,034 , respectively, of federal tax credits available to offset future federal tax.
+Added: These credits expire between 2032 and 2042.
A valuation allowance on foreign tax credits of $ 7,738 and $ 39,404 has also been recorded at December 31, 2022 and 2021, respectively.
+Added: These credits are fully valued because the Company does not expect income of the correct character to use
+Added: the credits before they expire.
The valuation allowance was decreased by $ 31,666 in 2022 due to the expiration of a portion of the credits.
−Removed: The foreign tax credits expire at various times between 2022 and 2024.
+Added: The remaining foreign tax credits expire in 2023.
CNX has, on an after federal tax basis, a deferred tax asset related to state operating losses of $ 82,189 with a related valuation allowance of $ 76,871 at December 31, 2022.
The deferred tax asset related to state operating losses, on an after-tax adjusted basis, was $ 128,592 with a related valuation allowance of $ 112,298 at December 31, 2021.
−Removed: A review of positive and negative evidence regarding these state tax benefits concluded that the valuation allowances for various CNX subsidiaries was warranted.
−Removed: West Virginia net operating losses generated after 2017 do not expire but may only offset 80% of taxable income.
−Removed: Pre-2018 West Virginia and other state net operating losses expire at various times between 2022 and 2041.
+Added: A review of positive and negative evidence regarding these state tax attributes concluded that the valuation allowances for various CNX subsidiaries was warranted.
+Added: Pennsylvania enacted legislation in July 2022 that, among other things, gradually reduced the corporate net income tax rate over the next several years beginning in 2023 to 8.99% to ultimately 4.99% in 2031.
+Added: The Company revised the deferred state income tax rates and apportionment factors for several states to reflect, among other things, the recent Pennsylvania rate reduction resulting in a benefit to income tax expense in the Consolidated Statements of Income.
+Added: The deferred tax benefit is also offset by an increase in deferred taxes relating to valuation allowance assertions against various state net operating losses due to the tax accounting treatment of unrealized losses on commodity derivative instruments.
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.
8 unchanged sentences
Uncertain Tax Positions 14,440 ( 6.8 ) 35,914 ( 5.6 ) 375 ( 0.1 )
−Removed: Accrual to Tax Return Reconciliation
−Removed: ( 3 ) — 13 — 603 1.0
Effect of Equity Compensation 2,254 ( 1.1 ) 2,465 ( 0.4 ) 4,311 ( 0.7 )
−Removed: Effect of Change in State Valuation Allowance 33,100 ( 5.2 ) ( 2,004 ) 0.3 33,238 55.6
−Removed: Effect of Change in Federal Valuation Allowance ( 4,400 ) 0.7 48 — ( 2,640 ) ( 4.4 )
−Removed: Other Deferred Adjustments ( 4,401 ) 0.7 1,166 ( 0.2 ) ( 1,691 ) ( 2.8 )
−Removed: Effect of State Apportionment Changes 22,458 ( 3.5 ) ( 1,450 ) 0.2 ( 3,842 ) ( 6.4 )
+Added: Effect of Change in Valuation Allowance ( 35,427 ) 16.7 28,704 ( 4.5 ) ( 2,004 ) 0.3
+Added: Deferred Adjustments 2,481 ( 1.2 ) ( 4,408 ) 0.7 1,227 ( 0.2 )
+Added: Effect of State Rate Changes 10,025 ( 4.7 ) 22,458 ( 3.5 ) ( 1,450 ) 0.2
Effect of Federal Tax Credits ( 15,723 ) 7.4 ( 53,269 ) 8.3 ( 6,284 ) 1.0
Other 2,406 ( 1.1 ) 234 — 225 —
−Removed: Income Tax (Benefit) Expense / Effective Rate $ ( 137,870 ) 21.7 % $ ( 174,087 ) 28.9 % $ 27,736 46.5 %
−Removed: The effective tax rate for the year ended December 31, 2021 was higher than the U.S.
−Removed: 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.
−Removed: The effective tax rate for the year ended December 31, 2020 was higher than the U.S.
−Removed: 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.
−Removed: The effective tax rate for the year ended December 31, 2019 was higher than the U.S.
−Removed: 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.
+Added: Income Tax Benefit / Effective Rate $ ( 69,870 ) 33.0 % $ ( 137,870 ) 21.7 % $ ( 174,087 ) 28.9 %
+Added: The effective tax rate for the year ended December 31, 2022 differs from the U.S.
+Added: federal statutory rate primarily due to federal income tax credits offset by uncertain tax positions, state taxes, equity compensation, and the decrease in certain state valuation allowance assertions as a result of a reduction in the Pennsylvania corporate income tax rate applied to deferred taxes and a higher-than-expected unrealized loss on commodity derivative instruments generated during 2022.
+Added: The effective tax rate for the year ended December 31, 2021 differs from the U.S.
+Added: federal statutory rate primarily due to federal income tax credits, offset by uncertain tax positions, state taxes, equity compensation, and the increase in certain state valuation allowance assertions 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 differs from the U.S.
+Added: 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 (See Note 4 – Acquisitions and Dispositions) partially offset by the benefit from non-controlling interest.
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.
−Removed: The financial results for 2020 and 2019 reflect full consolidation of CNXM’s assets and liabilities.
−Removed: 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: 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.
−Removed: This ASU removes the following exceptions:
−Removed: (1) exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items;
−Removed: (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
−Removed: investment becomes a subsidiary;
−Removed: 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.
−Removed: The amendments in this ASU also improve consistency and simplify other areas of Topic 740 by clarifying and amending existing guidance.
−Removed: The amendments in this ASU were applied using different approaches depending on what the specific amendment relates to and, for public entities, are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020.
−Removed: The Company early adopted ASU 2019-12 as of January 1, 2020.
+Added: The financial results for 2020 reflect full consolidation of CNXM’s assets and liabilities.
+Added: The effective tax rate for the year ended December 31, 2020 reflects a $ 11,556 reduction in income tax expense due to the non-controlling interest in CNXM’s earnings.
A reconciliation of the beginning and ending gross amounts of unrecognized tax benefits is as follows:
2 unchanged sentences
Increase in Unrecognized Tax Benefits Resulting from Tax Positions Taken During Prior Periods
+Added: 14,440 38,735
Reduction in Unrecognized Tax Benefits Because of the Lapse of the Applicable Statute of Limitations — ( 2,821 )
2 unchanged sentences
In 2022 and 2021, CNX recognized an increase in unrecognized tax benefits of $ 14,440 and $ 38,735 , respectively, for tax benefits resulting from tax positions taken on our 2021 and 2020 federal tax returns for additional federal tax credits.
−Removed: 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.
+Added: CNX also recognized a reduction to unrecognized tax benefits in 2021of $ 2,821 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.
32 unchanged sentences
NOTE 9— GOODWILL AND OTHER INTANGIBLE ASSETS:
−Removed: 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: In December 2017, CNX Gas, a wholly-owned subsidiary of the Company, entered into a purchase agreement with Noble Energy, LLC (“Noble”) pursuant to which it acquired Noble’s 50 % membership interest in CNX Gathering, LLC (then named CONE Gathering LLC) (“CNX Gathering”), for a cash purchase price of $ 305,000 (the “Midstream Acquisition”).
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 control over the Partnership.
+Added: In conjunction with the Midstream Acquisition, the Company obtained a controlling interest in CNX Gathering and control over CNXM.
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.
10 unchanged sentences
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: For the Company’s annual impairment assessment during the fourth quarter of 2022, the Company elected to perform a qualitative impairment test on its goodwill and concluded that it is more likely than not that the fair value exceeded the carrying value and goodwill was not impaired.
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.
14 unchanged sentences
Future results could differ from our current estimates and assumptions.
−Removed: Changes in the carrying amount of goodwill consist of the following activity:
−Removed: For the Years Ended
−Removed: Carrying Amount, Beginning of Period $ 323,314 $ 796,359
−Removed: Impairment — 473,045
−Removed: Carrying Amount, End of Period $ 323,314 $ 323,314
+Added: The accumulated impairment loss on goodwill is $ 473,045 , resulting in a carrying value of $ 323,314 at both December 31, 2022 and 2021.
Other Intangible Assets:
5 unchanged sentences
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, 2021, 2020 and 2019.
+Added: Amortization expense related to other intangible assets was $ 6,553 for the year ended December 31, 2022 and $ 6,552 for each of the years ended December 31, 2021 and 2020.
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: 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.
−Removed: 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.
−Removed: 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 .
−Removed: In April 2021, as part of the semi-annual borrowing base redetermination, the lenders reaffirmed CNX’s $ 1,775,000 borrowing base.
−Removed: 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”).
−Removed: The new CNX Credit Agreement replaced the prior CNX Credit Facility and remains subject to a semi-annual redetermination.
+Added: On May 5, 2022, CNX amended its Third Amended and Restated Credit Agreement dated October 6, 2021, which provides for a senior secured revolving credit facility (as amended, the “CNX Credit Agreement”).
+Added: Revisions were made to replace LIBOR as a benchmark interest rate with SOFR, or the secured overnight financing rate.
+Added: Following the amendment, CNX remains the borrower and certain of its subsidiaries (not including CNXM, its subsidiaries or general partner) as guarantor loan parties on the CNX Credit Agreement.
+Added: The CNX Credit Agreement replaced the prior CNX revolving credit facility and remains subject to semi-annual redetermination.
The CNX Credit Agreement has a $ 2,250,000 borrowing base and $ 1,300,000 in elected commitments, including borrowings and letters of credit.
−Removed: 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.
−Removed: 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: The CNX Credit Agreement matures on October 6, 2026, provided that if at any time on or after January 30, 2026 availability under the CNX Credit Agreement minus the aggregate principal amount of any and all such outstanding Convertible Notes is less than 20 % of the aggregate commitments under the CNX Credit Agreement (the first such date, the “Springing Maturity Date”), then the CNX Credit Agreement will mature on the Springing Maturity Date.
+Added: In addition to refinancing all outstanding amounts under the prior CNX revolving credit facility, borrowings under the CNX Credit Agreement may be used by CNX for general corporate purposes.
Under the terms of the CNX Credit Agreement, borrowings will bear interest at CNX’s option at either:
−Removed: • 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 %;
−Removed: • the LIBOR rate plus a margin ranging from 1.75 % to 2.75 %.
−Removed: 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.
−Removed: 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.
−Removed: CNX must also maintain a minimum current ratio of no less than 1.00 to 1.00, which is calculated as the ratio of current assets, plus revolver availability, to current liabilities, excluding borrowings under the revolver, measured quarterly.
−Removed: The calculation of all of the ratios exclude CNXM.
+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 SOFR rate plus 1.0 %, in each case, plus a margin ranging from 0.75 % to 1.75 %;
+Added: • the SOFR rate plus a margin ranging from 1.85 % to 2.85 %.
+Added: The availability under the CNX Credit Agreement, 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.
+Added: The CNX Credit Agreement 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.
+Added: CNX must also maintain a minimum current ratio of no less than 1.00 to 1.00, which is calculated as the ratio of current assets, plus revolver availability, to current liabilities, excluding derivative asset/liability position, and convertible note liability until one year prior to maturity, and borrowings under the revolver, measured quarterly.
+Added: The calculation of all of the ratios excludes CNX Gathering and CNXM and its subsidiaries.
CNX was in compliance with all financial covenants as of December 31, 2022.
−Removed: At December 31, 2021, the CNX Credit Facility had $ 192,000 of borrowings outstanding and $ 184,131 of letters of credit outstanding, leaving $ 923,869 of unused capacity.
+Added: At December 31, 2022, the CNX Credit Facility had no borrowings outstanding and $ 171,272 of letters of credit outstanding, leaving $ 1,128,728 of unused capacity.
At December 31, 2021, the CNX Credit Facility had $ 192,000 of borrowings outstanding and $ 184,131 of letters of credit outstanding, leaving $ 923,869 of unused capacity.
CNX Midstream Partners LP (CNXM):
−Removed: CNXM's revolving credit facility was not impacted by the Merger (See Note 4 - Acquisitions and Dispositions).
−Removed: 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.
−Removed: 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.
−Removed: The CNXM Credit Facility included the ability to issue letters of credit up to $ 100,000 in the aggregate.
−Removed: 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.
−Removed: The CNXM Credit Agreement replaced the CNXM Credit Facility and is not subject to semi-annual redetermination.
−Removed: CNX is not a guarantor under the CNXM Credit Facility.
−Removed: 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: On May 5, 2022, CNXM amended its Amended and Restated Credit Agreement dated October 6, 2021, which provides for a $ 600,000 senior secured revolving credit facility (as amended, the “CNXM Credit Agreement”) that matures on October 6, 2026.
+Added: Revisions were made to replace LIBOR as a benchmark interest rate with SOFR, or the secured overnight financing rate.
+Added: CNXM remains the borrower and certain of its subsidiaries remain as guarantor loan parties on the Amended and Restated Credit Agreement.
+Added: The CNXM Credit Agreement replaced the prior CNXM revolving credit facility and is not subject to semi-annual redetermination.
+Added: CNX is not a guarantor under the CNXM Credit Agreement.
+Added: In addition to refinancing all outstanding amounts under the prior CNXM revolving credit facility, borrowings under the CNXM Credit Agreement may be used by CNXM for general corporate purposes.
Interest on outstanding indebtedness under the CNXM Credit Agreement currently accrues, at CNXM’s option, at a rate based on either:
−Removed: • 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 %;
−Removed: • the LIBOR rate plus a margin ranging from 2.00 % to 3.00 %.
+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 SOFR rate plus 1.0 %, in each case, plus a margin ranging from 1.00 % to 2.00 %;
+Added: • the SOFR rate plus a margin ranging from 2.10 % to 3.10 %.
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;
−Removed: in each case as calculated in accordance with the terms and definitions determining such ratios contained in CNXM Credit Agreement.
+Added: in each case as calculated in accordance with the terms and definitions determining such ratios contained in the CNXM Credit Agreement.
CNXM was in compliance with all financial covenants as of December 31, 2022.
4 unchanged sentences
Accrued Interest 36,744 36,035
−Removed: Short-Term Incentive Compensation 19,591 20,340
Deferred Revenue 22,095 18,984
−Removed: Transportation Charges 15,808 15,969
+Added: Short-Term Incentive Compensation 18,956 19,591
Accrued Other Taxes 14,067 12,681
+Added: Transportation Charges 12,808 15,808
Accrued Payroll & Benefits 6,318 5,747
−Removed: Litigation Contingency 1,200 2,025
Purchased Gas Payable 5,266 757
5 unchanged sentences
NOTE 12— LONG-TERM DEBT:
−Removed: Senior Notes due March 2027 at 7.25 % (Principal of $ 700,000 plus Unamortized Premium of $ 5,609 and $ 6,686 , respectively)
−Removed: $ 705,609 $ 706,686
Senior Notes due January 2029 at 6.00 %, Issued at Par Value
$ 500,000 $ 500,000
−Removed: 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)*
−Removed: 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: Senior Notes due January 2031 at 7.375 % (Principal of $ 500,000 less Unamortized Discount of $ 6,061 at December 31, 2022)
+Added: CNX Midstream Partners LP Senior Notes due April 2030 at 4.75 % (Principal of $ 400,000 less Unamortized Discount of $ 4,231 and $ 4,808 , respectively)*
395,769 395,192
−Removed: CNX Revolving Credit Facility 192,000 160,800
+Added: Senior Notes due March 2027 at 7.25 % (Principal of $ 350,000 and $ 700,000 plus Unamortized Premium of $ 2,266 and $ 5,609 , respectively)
+Added: 352,266 705,609
+Added: Convertible Senior Notes due May 2026 at 2.25 % (Principal of $ 330,654 and $ 345,000 less Unamortized Discount and Issuance Costs of $ 6,460 and $ 91,284 , respectively)
+Added: 324,194 253,716
CNX Midstream Partners LP Revolving Credit Facility* 153,700 185,000
−Removed: 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)
−Removed: Cardinal States Gathering Company Credit Facility maturing in March 2028 (Principal of $ 114,985 less Unamortized Discount of $ 1,126 at December 31, 2020)
−Removed: CSG Holdings II LLC Credit Facility maturing in March 2027 (Principal of $ 45,559 less Unamortized Discount of $ 441 at December 31, 2020)
+Added: CNX Revolving Credit Facility — 192,000
Unamortized Debt Issuance Costs 14,133 17,396
−Removed: 2,214,121 2,424,001
−Removed: Current Portion — 22,574
Long-Term Debt $ 2,205,735 $ 2,214,121
*CNX is not a guarantor of CNXM's 4.75 % Senior Notes due April 2030 or CNXM's Credit Facility.
−Removed: 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, 2022, annual undiscounted maturities of CNX and CNXM long-term debt during the next five years and thereafter are as follows:
2 unchanged sentences
Total Long-Term Debt Maturities $ 2,234,354
+Added: During the year ended December 31, 2022, CNX completed a private offering of $ 500,000 in aggregate principal of 7.375 % Senior Notes due January 2031 (the “Senior Notes due January 2031”) less an unamortized discount of $ 6,250 which accrue interest from September 26, 2022 at a rate of 7.375 % per year.
+Added: Interest is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2023.
+Added: The Senior Notes due January 2031 mature on January 15, 2031, rank equally in right of payment to all of CNX's existing and future senior indebtedness and senior to any subordinated indebtedness that the Company may incur and 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, 2022, CNX purchased and retired $ 350,000 of its outstanding 7.25 % Senior Notes due March 2027.
+Added: As part of the transaction, a loss of $ 9,972 was included in Loss (Gain) on Debt Extinguishment in the Consolidated Statements of Income.
+Added: During the year ended December 31, 2022, CNX purchased $ 14,346 of its outstanding Convertible Notes.
+Added: As part of this transaction, a loss of $ 12,981 was included in Loss (Gain) on Debt Extinguishment in the Consolidated Statements of Income.
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 .
8 unchanged sentences
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.
−Removed: As part of this transaction, a loss of $ 5,763 was included in Loss (Gain) on Debt Extinguishment in the Consolidated
−Removed: Statements of Income.
+Added: As part of this transaction, a loss of $ 5,763 was included in Loss (Gain) on Debt Extinguishment in the Consolidated Statements of Income.
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.
3 unchanged sentences
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”).
−Removed: 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, along with the related guarantees, were issued pursuant to an indenture, dated November 30, 2020, among the Company, the subsidiary
+Added: guarantors party thereto and UMB Bank, N.A., as trustee.
The Senior Notes due January 2029 accrue interest from November 30, 2020 at a rate of 6.00 % per year.
10 unchanged sentences
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).
−Removed: 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.
+Added: In April 2020, CNX issued $ 345,000 in aggregate principal amount of Convertible Notes due May 2026 ("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.
The Convertible Notes are senior, unsecured obligations of the Company.
3 unchanged sentences
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.
−Removed: 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.
2 unchanged sentences
• 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;
−Removed: • if CNX calls any or all of the Convertible Notes for redemption, at any time prior to the close of business on the
−Removed: scheduled trading day immediately preceding the redemption date;
+Added: • if CNX calls 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;
• upon the occurrence of certain specified corporate events as set forth in the indenture governing the Convertible Notes.
3 unchanged sentences
In addition, following certain corporate events, as described in the indenture governing the Convertible Notes, that occur prior to the maturity date, the Company will increase the conversion rate, in certain circumstances, for a holder who elects to convert its Convertible Notes in connection with such a corporate event.
−Removed: The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election.
+Added: The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a
+Added: combination of cash and shares of its common stock, at the Company’s election.
The Company’s current intent is to settle the principal amount of the Convertible Notes in cash upon conversion.
1 unchanged sentence
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, 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.
+Added: At December 31, 2022, the conditions allowing holders of the Convertible Notes to exercise their conversion right were not met and as of December 31, 2022, the Convertible Notes were not convertible.
The Convertible Notes are therefore classified as long-term debt at December 31, 2022.
−Removed: In accounting for the transaction, the Convertible Notes were separated into liability and equity components.
+Added: On January 1, 2022, the Company adopted Accounting Standards Update (ASU) 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity's Own Equity using the modified transition approach with the cumulative effect recognized as an adjustment to the opening balance of retained earnings.
+Added: This guidance is applicable to the Convertible Senior 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: Upon adoption on January 1, 2022, long-term debt increased by $ 82,327 representing the net impact of two adjustments:
+Added: (1) the $ 107,260 value of the embedded conversion, which is net of allocated offering costs, previously classified in additional paid-in-capital in stockholders’ equity, and (2) a $ 24,933 increase to retained earnings for the cumulative effect of adoption primarily related to the non-cash interest expense recorded for the amortization of the portion of the Convertible Notes allocated to stockholders’ equity.
+Added: In addition, there was a decrease of $ 22,990 to deferred income taxes, a $ 5,986 decrease to retained earnings, and a $ 78,284 decrease in stockholders' equity in the Consolidated Balance Sheet.
+Added: Prospectively, the reported interest expense for the Convertible Notes will no longer include the non-cash interest expense of the equity component as required under prior accounting standards and will be equal to the 2.25 % cash coupon rate.
+Added: Also, as required by the new accounting guidance, the Company will use the if-converted method instead of the treasury stock method for the assumed conversion of the Convertible Notes on a prospective basis when calculating diluted earnings per share.
+Added: Prior to the adoption of ASU 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, the Convertible Notes were separated into liability and equity components.
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.
The fair value was based on market data available for publicly traded, senior, unsecured corporate bonds with similar maturity, which represent Level 2 observable inputs.
−Removed: The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the principal value of the Convertible Notes and 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: The excess of the principal amount of the Convertible Notes over the liability component and the debt issuance costs are amortized to interest expense over the contractual term of the Convertible Notes using the effective interest method.
−Removed: In accounting for the debt issuance costs of $ 10,350 related to the Convertible Notes, the Company allocated the total amount incurred to the liability and equity components using the same proportions as the proceeds of the Convertible Notes.
−Removed: Issuance costs attributable to the liability component were $ 7,024 and will be amortized to interest expense using the effective interest method over the contractual term of the Convertible Notes.
−Removed: Issuance costs attributable to the equity component were $ 3,326 and were netted with the equity component in Capital in Excess of Par Value in the Consolidated Statement of Stockholders Equity and are not subject to amortization.
+Added: The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the principal value of the Convertible Notes and was recorded in Capital in Excess of Par Value in the Consolidated Statement of Stockholders Equity and was not remeasured as long as it continued to meet the conditions for equity classification.
+Added: The excess of the principal amount of the Convertible Notes over the liability component and the debt issuance costs was amortized to interest expense over the contractual term of the Convertible Notes using the effective interest method.
+Added: In accounting for the debt issuance costs of $ 10,350 , the Company allocated the total amount incurred to the liability and equity components using the same proportions as the proceeds of the Convertible Notes.
+Added: Issuance costs attributable to the liability component were $ 7,024 and were being amortized to interest expense using the effective interest method over the contractual term of the Convertible Notes.
+Added: Issuance costs attributable to the equity component were $ 3,326 and were netted with the equity component in Capital in Excess of Par Value in the Consolidated Statement of Stockholders Equity.
The net carrying amount of the liability and equity components of the Convertible Notes was as follows:
4 unchanged sentences
Net Carrying Amount $ 324,194 $ 253,716
+Added: Fair Value $ 483,581 $ 453,765
+Added: Fair Value Hierarchy Level 2 Level 2
Equity Component, net of Purchase Discounts and Issuance Costs $ — $ 78,284
20 unchanged sentences
The CSG Holdings Facility was repaid in full and terminated during the year ended December 31, 2021 per above.
−Removed: During the year ended December 31, 2019, CNX completed a private offering of $ 500,000 of 7.25 % Senior Notes due March 2027.
−Removed: The notes are guaranteed by most of CNX's subsidiaries but do not include CNXM (or its subsidiaries or general partner).
−Removed: 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 Loss (Gain) on Debt Extinguishment in the Consolidated Statements of Income.
NOTE 13— LEASES:
4 unchanged sentences
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.
−Removed: 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.
+Added: On August 26, 2022, CNX entered into a new lease for electric powered air drilling equipment that is expected to result in an operating lease ROU asset and operating lease obligation of approximately $ 7,481 when the lease commences in May 2023.
+Added: On October 18, 2022, CNX entered into a new lease for an electric-powered drilling system that is expected to result in a finance lease asset, to be included within property, plant and equipment, and as a finance lease obligation of $ 12,831 in May 2023 which is when the lease is expected to commence.
The components of lease cost were as follows:
6 unchanged sentences
Interest on Lease Liabilities
−Removed: 123 739 1,241
Short-term Lease Cost 7,784 8,589 3,252
8 unchanged sentences
Operating Leases:
−Removed: Operating Lease Right-of-Use Asset $ 56,022 $ 108,683
+Added: Operating Lease Right-of-Use Assets $ 174,849 $ 56,022
Current Portion of Operating Lease Obligations $ 47,436 $ 22,940
60 unchanged sentences
Interest Cost
−Removed: Actuarial (Gain) Loss ( 161 ) 4,098
+Added: Actuarial Gain ( 10,006 ) ( 161 )
Benefits and Other Payments
17 unchanged sentences
Prior Service Cost 1,063 1,284
−Removed: 19,685 20,581
Net Amount Recognized $ 6,513 $ 14,523
6 unchanged sentences
1,035 855 1,179
−Removed: Amortization of Prior Service Cost (Credit) 222 221 ( 17 )
+Added: Amortization of Prior Service Cost 221 222 221
Recognized Net Actuarial Loss
16 unchanged sentences
The yield curve models parallel the plans' projected cash flows, and the underlying cash flows of the bonds included in the models exceed the cash flows needed to satisfy the Company plans.
+Added: The increase in discount rate compared to the prior year caused a significant actuarial gain in the current year.
The weighted-average assumptions used to determine net periodic benefit cost are as follows:
12 unchanged sentences
At December 31, 2022, 11,180,911 shares of common stock remained available for grant under the plan.
−Removed: The Equity Incentive Plan provides that the aggregate number of shares available for issuance will be reduced by one share for each share relating to stock options and by 1.62 for each share relating to Performance Share Units (PSUs) or Restricted Stock Units (RSUs).
+Added: The Equity Incentive Plan provides that the aggregate number of shares available for issuance will be reduced by one share for each share relating to stock options and by
+Added: 1.62 for each share relating to Performance Share Units (PSUs) or Restricted Stock Units (RSUs).
No award of stock options may be exercised under the Equity Incentive Plan after the tenth anniversary of the grant date of the award.
5 unchanged sentences
The vesting of all awards will accelerate in the event of death and disability and may accelerate upon a change in control of CNX.
−Removed: Pursuant to the terms of the change in control severance agreements of certain employees and CNX officers, outstanding equity awards held by such employees vest upon a stockholder (or stockholder group) becoming the beneficial owner of more than 25 % of the Company's outstanding common stock.
−Removed: During the year ended December 31, 2019, Southeastern Asset Management, Inc.
−Removed: and its affiliates (“SEAM”) acquired shares of CNX's common stock in the open market which resulted in SEAM's aggregate share ownership exceeding more than 25 % of CNX's common stock outstanding.
−Removed: This transaction, as such, constituted a change in control event under the severance agreements, resulting in the accelerated vesting of 473,126 restricted stock units and 903,100 performance share units held by the aforementioned employees that were issued prior to 2019.
−Removed: Those affected employees and officers each consented to waive the change in control vesting provision included in the change in control severance agreements with respect to their restricted stock unit and performance share unit awards that were issued during 2019.
−Removed: The accelerated vesting resulted in $ 19,654 of additional long-term equity-based compensation expense for the year ended December 31, 2019, and is included in Selling, General and Administrative Costs in the Consolidated Statements of Income.
−Removed: The performance share unit awards that vested continue to be subject to the attainment of performance goals as determined by the Compensation Committee of CNX's Board of Directors after the end of the applicable performance period.
The total stock-based compensation expense recognized relating to CNX shares during the years ended December 31, 2022, 2021 and 2020 was $ 16,375 , $ 16,560 and $ 12,897 , respectively.
2 unchanged sentences
When stock options are exercised, and restricted and performance stock unit awards become vested, the issuances are made from CNX's common stock shares.
−Removed: 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.
−Removed: 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.
−Removed: 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.
Stock Options:
5 unchanged sentences
A combination of historical and implied volatility is used to determine expected volatility and future stock price trends.
−Removed: 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, 2022 and 2020 was $ 115 and $ 1,066 , respectively, based on the following assumptions and weighted average fair values.
+Added: There were no options granted during the year ended December 31, 2021.
+Added: 2022 2021 2020
Weighted Average Fair Value of Grants $ 10.60 $ — $ 3.56
41 unchanged sentences
Compensation expense is recognized over the performance measurement period of the units in accordance with the provisions of the Stock Compensation Topic of the FASB Accounting Standards Codification for awards with market and performance vesting conditions.
−Removed: The total fair value of performance share units granted during the years ended December 31, 2021, 2020 and 2019 was $ 7,634 , $ 3,826 and $ 6,741 , respectively.
+Added: fair value of performance share units granted during the years ended December 31, 2022, 2021 and 2020 was $ 7,726 , $ 7,634 and $ 3,826 , respectively.
The total fair value of performance share units vested during the years ended December 31, 2022, 2021 and 2020 was $ 949 , $ 6,206 and $ 1,926 , respectively.
4 unchanged sentences
Granted 679,447 $ 11.37
−Removed: Issued 111,231 $ 20.79
Vested ( 72,353 ) $ 13.11
15 unchanged sentences
NGL, Condensate & Processing Facilities
+Added: 26,382 32,006
Other 17,318 9,282
2 unchanged sentences
$ 348,458 $ 330,122
−Removed: 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.
−Removed: As of December 31, 2020, a receivable of $ 19,995 due from Direct Energy Business Marketing LLC was included.
+Added: As of December 31, 2022, a receivable of $ 33,322 due from Direct Energy Business Marketing LLC was included in the Gas Wholesalers balance above.
+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.
No other customers made up more than 10% of the total balances.
+Added: During the year ended December 31, 2022, sales to Direct Energy Business Marketing LLC were $ 453,501 , which comprised over 10% of the Company's revenue from contracts with external customers for the period.
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.
−Removed: 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.
NOTE 18— FAIR VALUE OF FINANCIAL INSTRUMENTS:
2 unchanged sentences
The fair value hierarchy is based on whether the inputs to valuation techniques are observable or unobservable.
−Removed: Observable inputs reflect market data obtained from independent sources (including NYMEX forward curves, LIBOR-based discount rates and basis forward curves), while unobservable inputs reflect the Company's own assumptions of what market participants would use.
+Added: Observable inputs reflect market data obtained from independent sources (including NYMEX forward curves, LIBOR and SOFR-based discount rates and basis forward curves), while unobservable inputs reflect the Company's own assumptions of what market participants would use.
The fair value hierarchy includes three levels of inputs that may be used to measure fair value as described below:
Level 1 - Quoted prices for identical instruments in active markets.
−Removed: Level 2 - The fair value of the assets and liabilities included in Level 2 are based on standard industry income approach models that use significant observable inputs, including NYMEX forward curves, LIBOR-based discount rates and basis forward curves.
+Added: Level 2 - The fair value of the assets and liabilities included in Level 2 are based on standard industry income approach models that use significant observable inputs, including NYMEX forward curves, LIBOR and SOFR-based discount rates and basis forward curves.
Level 3 - Unobservable inputs significant to the fair value measurement supported by little or no market activity.
5 unchanged sentences
Interest Rate Swaps $ — $ 4,561 $ — $ — $ ( 5,786 ) $ —
+Added: *Includes $ 77,662 of gas derivatives that have been settled but not paid .
The carrying amounts and fair values of financial instruments for which the fair value option was not elected are as follows:
1 unchanged sentence
Value Carrying
−Removed: Cash and Cash Equivalents (Excluding Restricted Cash) $ 3,565 $ 3,565 $ 15,617 $ 15,617
−Removed: Restricted Cash* $ — $ — 5,982 5,982
+Added: Cash and Cash Equivalents $ 21,321 $ 21,321 $ 3,565 $ 3,565
Long-Term Debt (Excluding Debt Issuance Costs)* $ 2,219,868 $ 2,240,919 $ 2,231,517 $ 2,483,019
−Removed: *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.
−Removed: Cash and cash equivalents and restricted cash represent highly-liquid instruments and constitute Level 1 fair value measurements.
+Added: Cash and cash equivalents 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.
The portion of the Company’s debt obligations that is not actively traded is valued through reference to the applicable underlying benchmark rate and, as a result, constitute Level 2 fair value measurements.
+Added: *On January 1, 2022, the Company adopted ASU 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity's Own Equity using the modified transition approach with the cumulative effect recognized as an adjustment to the opening balance of retained earnings (See Note 12 – Long-Term Debt for more information) .
NOTE 19— DERIVATIVE INSTRUMENTS:
1 unchanged sentence
These swaps change the variable-rate cash flow exposure on the debt obligations to fixed cash flows.
−Removed: The change in fair value of the interest rate swap agreements are accounted for on a mark-to-market basis with the changes in fair value recorded in current period earnings.
−Removed: In March 2020, CNX entered into interest rate swaps related to $ 175,000 of borrowings under the Cardinal States Facility and CSG Holdings Facility (See Note 12 - Long-Term Debt).
+Added: The change in fair value of the interest rate swap agreements is accounted for on a mark-to-market basis with the changes in fair value recorded in current period earnings.
+Added: In March 2020, CNX entered into interest rate swaps related to $ 175,000 of borrowings under the Cardinal States Facility and CSG Holdings Facility.
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.
The underlying notional for each swap and put option reduced over time based upon the expected amortization profile for each respective credit facility.
−Removed: In addition, CSG Holdings entered into a call option commencing March 31, 2023.
−Removed: 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).
−Removed: 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.
−Removed: In March 2020, this swap was terminated and replaced via a new interest rate swap, effective April 3, 2020, into a new four-year interest rate swap inclusive of a put option at zero basis points.
−Removed: 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.
+Added: 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.
+Added: In March 2020, CNX entered into an interest rate swap agreement, inclusive of a put option at zero basis points, related to $ 160,000 of borrowings under the CNX Credit Facility which has the economic effect of modifying the variable-interest obligation into a fixed-interest obligation over a four-year period.
+Added: In March 2020, CNX entered into a four-year interest rate swap related to an additional $ 250,000 of borrowings under the CNX Credit Facility, inclusive of a put option at zero basis points, effective April 3, 2020.
In December 2020, CNX executed an offsetting $ 250,000 interest rate swap, effective immediately, which expires in April 2024.
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.
−Removed: CNX enters into financial derivative instruments (over-the-counter swaps) to manage its exposure to commodity price volatility.
+Added: CNX enters into financial derivative instruments (over-the-counter swaps) to manage its exposure to natural gas price fluctuations.
Typically, CNX "sells" swaps under which it receives a fixed price from counterparties and pays a floating market price.
−Removed: 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.
−Removed: Swaps purchased have the effect of reducing total hedged volumes for the period of the swap.
+Added: In order to lock in certain margins while balancing its basis hedges, during the first quarter of 2022, CNX purchased, rather than sold, financial swaps for the period April through October of 2022.
+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.
+Added: Under these purchased financial swaps, CNX pays a fixed price to, and receives a floating price from, its hedge counterparties.
+Added: Purchased swaps have the effect of reducing total hedged volumes for the period of the swap.
Natural gas commodity hedges are accounted for on a mark-to-market basis with changes in fair value recorded in current period earnings.
3 unchanged sentences
None of the Company's counterparty master agreements currently require CNX to post collateral for any of its positions.
−Removed: 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 have to post collateral for instruments in a liability position in excess of defined thresholds.
+Added: However, as stated in the applicable 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 have to post collateral for instruments in a liability position in excess of defined thresholds.
All of the Company's derivative instruments are subject to master netting arrangements with our counterparties.
36 unchanged sentences
2022 2021 2020
−Removed: Cash (Paid) Received in Settlement of Commodity Derivative Instruments:
+Added: Realized (Loss) Gain on Commodity Derivative Instruments:
Commodity Swaps $ ( 1,971,287 ) $ ( 596,619 ) $ 390,547
Basis Swaps 158,510 57,603 70,670
−Removed: Total Cash (Paid) Received in Settlement of Commodity Derivative Instruments ( 539,016 ) 461,217 69,780
+Added: Total Realized (Loss) Gain on Commodity Derivative Instruments ( 1,812,777 ) ( 539,016 ) 461,217
Unrealized (Loss) Gain on Commodity Derivative Instruments:
1 unchanged sentence
Basis Swaps 71,426 147,110 119,073
−Removed: Total Unrealized (Loss) Gain on Commodity Derivative Instruments ( 1,093,717 ) ( 288,235 ) 306,325
+Added: Total Unrealized Loss on Commodity Derivative Instruments ( 850,998 ) ( 1,093,717 ) ( 288,235 )
(Loss) Gain on Commodity Derivative Instruments:
5 unchanged sentences
2022 2021 2020
−Removed: Cash (Paid) Received in Settlement of Interest Rate Swaps $ ( 5,574 ) $ ( 3,141 ) $ 223
+Added: Cash Paid in Settlement of Interest Rate Swaps $ ( 1,572 ) $ ( 5,574 ) $ ( 3,141 )
Unrealized Gain (Loss) on Interest Rate Swaps 10,348 8,485 ( 13,051 )
12 unchanged sentences
however, such amounts cannot be reasonably estimated.
−Removed: 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
−Removed: health benefits to such individuals, in substantially the same coverages, for as long as the last signatory operator remains in business.
+Added: 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
Section 9711 also requires any "related person" to be joint and severally liable for the provision of these health benefits.
8 unchanged sentences
and, that CNX and CONSOL are liable to pay per beneficiary premiums until the eligible retirees are enrolled in a Section 9711 plan, and other fees, costs and disbursements under the Coal Act.
−Removed: We disagree with the suit filed by the UMWA 1992 Plan, have filed a Motion to Dismiss and intend to defend this action.
+Added: On March 29, 2022, the Court denied the Defendants’ Motions to Dismiss and we are now defending this action on the merits.
Further, 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 this lawsuit.
9 unchanged sentences
No amounts related to these unconditional purchase obligations and letters of credit are recorded as liabilities in the financial statements.
−Removed: CNX management believes that the commitments in the following table will expire without being funded, and therefore will not have a material adverse effect on financial condition.
+Added: CNX management believes that the commitments in the following table will expire without being funded, and therefore will not have a material adverse effect on CNX’s financial condition.
Amount of Commitment Expiration Per Period
33 unchanged sentences
The Other Segment includes nominal shallow oil and gas production which is not significant to the Company.
−Removed: It also includes the Company's purchased gas activities, unrealized gain or loss on commodity derivative instruments, realized gain on commodity derivative instruments that were monetized prior to their settlement dates, exploration and production related other costs, impairments of exploration and production properties, as well as various other expenses that are managed outside the reportable segments as discussed above.
+Added: It also includes the Company's purchased gas activities, unrealized gain or loss on commodity derivative instruments, realized gain on commodity derivative instruments that were monetized prior to their settlement dates, exploration and production related other costs, impairments of exploration and production properties, new technologies, as well as various other expenses that are managed outside the reportable segments as discussed above.
Operating profit for each segment is based on sales less identifiable operating and non-operating expenses.
−Removed: Prior to the Merger of CNXM that occurred in September 2020 (See Note 4 - Acquisitions and Dispositions), CNX consisted of two principal business divisions:
−Removed: Exploration and Production (E&P) and Midstream.
−Removed: The E&P Division included four reportable segments, Marcellus Shale, Utica Shale, Coalbed Methane and Other Gas.
Industry segment results for the year ended December 31, 2022 are:
12 unchanged sentences
Capital Expenditures $ 544,914 $ 15,043 $ 5,797 $ 565,754
−Removed: (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: (A) Included in Total Natural Gas, NGLs and Oil Revenue are sales of $ 453,501 to Direct Energy Business Marketing LLC, which comprises over 10% of revenue from contracts with external customers for the period.
(B) Includes midstream revenue of $ 69,618 and equity in earnings of unconsolidated affiliates of $ 1,412 for Shale and Other, respectively.
5 unchanged sentences
Purchased Gas Revenue — — 99,713 99,713
−Removed: Gain (Loss) on Commodity Derivative Instruments
−Removed: 337,269 39,884 ( 204,171 ) 172,982 (E)
−Removed: Other Revenue and Operating Income 64,710 — 17,749 82,459 (F)
+Added: Loss on Commodity Derivative Instruments
+Added: ( 492,526 ) ( 46,304 ) ( 1,093,903 ) ( 1,632,733 )
+Added: Other Revenue and Operating Income 81,267 — 24,616 105,883 (E)
Total Revenue and Other Operating Income (Loss) $ 1,577,734 $ 147,274 $ ( 968,216 ) $ 756,792
1 unchanged sentence
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 (G)
+Added: Segment Assets $ 6,071,495 $ 1,047,851 $ 981,405 $ 8,100,751 (F)
Depreciation, Depletion and Amortization
1 unchanged sentence
Capital Expenditures $ 453,603 $ 10,880 $ 1,378 $ 465,861
−Removed: (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.
−Removed: (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).
−Removed: (F) Includes midstream revenue of $ 64,710 and equity in losses of unconsolidated affiliates of $ 688 for Shale and Other, respectively.
−Removed: (G) Includes investments in unconsolidated equity affiliates of $ 16,022 .
+Added: (D) 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: (E) Includes midstream revenue of $ 81,267 and equity in earnings of unconsolidated affiliates of $ 5,780 for Shale and Other, respectively.
+Added: (F) 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 (H)
+Added: Natural Gas, NGLs and Oil Revenue $ 781,038 $ 114,366 $ 1,341 $ 896,745 (G)
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 (H)
Other Revenue and Operating Income 64,710 — 17,749 82,459 (I)
−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: (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.
−Removed: (I) Includes midstream revenue of $ 74,314 and equity in earnings of unconsolidated affiliates of $ 2,103 for Shale and Other, respectively.
+Added: (G) 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: (H) 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: (I) Includes midstream revenue of $ 64,710 and equity in losses of unconsolidated affiliates of $ 688 for Shale and Other, respectively.
(J) Includes investments in unconsolidated equity affiliates of $ 16,022 .
10 unchanged sentences
The following information was prepared in accordance with the FASB's Accounting Standards Update No.
−Removed: 2010-03, “Extractive Activities-Oil and Gas (Topic 932).” The supplementary information summarized below presents the results of natural gas and oil activities for the E&P segment in accordance with the successful efforts method of accounting for production activities.
+Added: 2010-03, “Extractive Activities-Oil and Gas (Topic 932).” The supplementary information summarized below presents the results of natural gas and oil activities for the Company in accordance with the successful efforts method of accounting for production activities.
Capitalized Costs:
27 unchanged sentences
Realized (Loss) Gain on Commodity Derivative Instruments ( 1,812,777 ) ( 539,016 ) 461,217
−Removed: Unrealized (Loss) Gain on Commodity Derivative Instruments ( 1,093,717 ) ( 288,235 ) 306,325
+Added: Unrealized Loss on Commodity Derivative Instruments ( 850,998 ) ( 1,093,717 ) ( 288,235 )
Purchased Gas Revenue 185,552 99,713 105,792
5 unchanged sentences
Impairment of Exploration and Production Properties — — 61,849
−Removed: Impairment of Undeveloped Properties — — 119,429
Exploration Costs 8,298 20,626 14,994
1 unchanged sentence
Total Costs 1,136,179 1,053,462 1,029,852
−Removed: Pre-tax Operating (Loss) Income ( 402,553 ) 145,667 320,789
−Removed: Income Tax (Benefit) Expense ( 87,354 ) 42,098 149,167
+Added: Pre-tax Operating Income (Loss) 37,710 ( 402,553 ) 145,667
+Added: Income Tax Expense (Benefit) 12,444 ( 87,354 ) 42,098
Results of Operations for Producing Activities excluding Corporate and Interest Costs
10 unchanged sentences
During the years ended December 31, 2022, 2021 and 2020, the Company drilled 37.0 , 33.0 , and 29.0 net development wells, respectively.
−Removed: There were no net dry development wells in 2021 and 2020, and 1.0 net dry development well in 2019.
−Removed: There were no net exploratory wells drilled during the year ended December 31, 2021.
−Removed: There were 2.0 and 5.0 net exploratory wells drilled during the years ended December 31, 2020 and 2019, respectively.
+Added: There were no net dry development wells in 2022, 2021 or 2020.
+Added: There were no net exploratory wells drilled during the years ended December 31, 2022 and 2021.
+Added: There were 2.0 net exploratory wells drilled during the year ended December 31, 2020.
There were no net dry exploratory wells in 2022, 2021 or 2020.
−Removed: As of December 31, 2021, there were 13.0 net development wells drilled but uncompleted.
−Removed: Additionally, there were no net exploratory wells that have been completed and are awaiting final tie-in to production.
+Added: As o f December 31, 2022 , there were 13.0 net development wells and no exploratory wells drilled but uncompleted.
CNX is committed to provide 403.2 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 4,553 4,420
+Added: Producing Oil Wells - Working Interest 2 —
Producing Gas Wells - Royalty Interest 2,325 —
52 unchanged sentences
Proved developed reserves are reserves expected to be recovered through existing wells, with existing equipment and operating methods.
−Removed: (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.
−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.
+Added: (b) 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: 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.
(c) Extensions and Discoveries in 2020, 2021, and 2022 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.
1 unchanged sentence
The statistical methods use production performance of analog wells and include data from operated and competitor wells.
−Removed: We also use geophysical data that includes data from our wells, published documents, state data-sits and data exchanges to confirm continuity of the formation.
+Added: 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.
Total proved extensions and discoveries are a combination of proved developed and proved undeveloped reserves;
−Removed: and, extensions and discoveries
−Removed: for proven developed reserves are associated with non-operated assets and exploratory wells.
+Added: and, extensions and discoveries for proven developed reserves are associated with non-operated assets and exploratory wells.
In 2022, 2021, and 2020, the Company added 23 Bcfe, 26 Bcfe and 70 Bcfe, respectively, related to exploratory and non-operated wells.
−Removed: (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.
−Removed: 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.
−Removed: (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: (d) The downward revisions in 2021 are partly due to changes in our five-year development plan that are driven by acreage consolidation initiatives.
These initiatives resulted in 267 Bcfe being removed.
−Removed: 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: Additional downward revisions of 356 Bcfe are due to additional changes in our five-year development plans from continued focus on optimizing and maximizing value of our assets.
The remaining 20 Bcfe was removed due to risk in well development.
−Removed: 60 Bcfe was removed due to the 5 year rule.
+Added: 60 Bcfe was removed due to the five-year rule.
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.
+Added: (e) The downward revisions in 2022 are partly due to changes in our five-year development plan that are driven by our continued focus on optimizing the development timing of our assets.
+Added: These initiatives resulted in 298 Bcfe being removed.
+Added: Additional downward revisions of 66 Bcfe are primarily the result of the plugging of a Shale well.
+Added: Additionally there was a 24 Bcfe reduction as a result of net performance revisions.
Proved Undeveloped Reserves (MMcfe)
1 unchanged sentence
Undeveloped Reserves Transferred to Developed (a) ( 902,105 )
−Removed: Revisions Due to 5 Year Rule (b) ( 59,948 )
Price Revisions ( 3,012 )
−Removed: Revisions Due to Plan Changes (c) ( 643,994 )
−Removed: Revisions Due to Changes Related to Well Performance (d) 331,135
−Removed: Extension and Discoveries (e) 880,965
−Removed: Ending Proved Undeveloped Reserves(f) 3,720,119
+Added: Revisions Due to Plan Changes (b) ( 363,644 )
+Added: Revisions Due to Changes Related to Well Performance (c) 33,082
+Added: Extension and Discoveries (d) 1,101,028
+Added: Ending Proved Undeveloped Reserves(e) 3,585,468
(a) During 2022, various exploration and development drilling and evaluations were completed.
Approximately, $ 281,727 of capital was spent in the year ended December 31, 2022 related to undeveloped reserves that were transferred to developed.
−Removed: (b) Due to the 5 Year Rule, 60 Bcfe of reserves were removed.
−Removed: (c) The downward revisions for 2021 plan changes is due to the removal of 267 Bcfe of reserves related acreage consolidation initiatives.
−Removed: 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.
−Removed: The remaining 20 Bcfe was removed due to risk in well development.
−Removed: (d) The upward revisions of 331 Bcfe are due to increased ethane extractions for our undeveloped locations related to increased production performance.
−Removed: (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.
+Added: (b) The downward revisions for 2022 plan changes are due to changes in our five-year development plan that are driven by our continued focus on optimizing the development timing of our assets.
+Added: These initiatives resulted in 298 Bcfe being removed.
+Added: Additional downward revisions of 66 Bcfe are primarily the result of the plugging of a Shale well.
+Added: (c) The upward revisions of 33 Bcfe are from increased production performance related to producing offset locations.
+Added: (d) Extensions and discoveries are due mainly to the addition of 724 Bcfe related to 46 Marcellus wells within our Southwest Pennsylvania, Central Pennsylvania and West Virginia operations and 377 Bcfe of 14 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: (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: (e) Included in proved undeveloped reserves at December 31, 2022 are approximately 290 MMcfe of reserves that have been reported for more than five years.
These reserves are all attributable to acreage within the current operating plan identified by the life-of-mine timing maps for the Buchanan mine.
−Removed: 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.
These reserves specifically relate to GOB (a rubble zone formed in the cavity created by the extraction of coal) production due to a complex fracture being generated in the overburden strata above the mined seam.
36 unchanged sentences
(a) For 2022, the future cash flows were computed using unweighted arithmetic averages of the closing prices on the first day of each month during 2022, adjusted for energy content and a regional price differential.
−Removed: 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.
+Added: For 2022, this adjusted natural gas price was $ 5.48 per Mcf, the adjusted oil/condensate price was $ 85.71 per barrel and the adjusted NGL price was $ 41.05 per barrel.
+Added: 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.
+Added: For 2021, this adjusted natural gas price was $ 3.19 per Mcf, the adjusted oil/condensate price was $ 55.72 per barrel and the adjusted NGL price was $ 28.44 per barrel.
+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.
+Added: For 2020, this adjusted natural gas price was $ 1.70 per Mcf, the adjusted oil/condensate price was $ 35.61 per barrel and the adjusted NGL price was $ 13.18 per barrel.
In 2020, as the result of the CNXM take-in transaction (See Note 4 – Acquisitions and Dispositions), there was a change in production costs and development costs.
3 unchanged sentences
These changes resulted in an increase of $ 932 million to the prior year Standardized Measure of Discounted Net Cash Flows.
−Removed: 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.
−Removed: 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 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.
−Removed: 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.
−Removed: (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: (b) Development costs for 2022 include $ 441,980 of plugging and abandonment costs and $ 292,937 of midstream and water capital on an undiscounted pre-tax basis.
On a PV-10 pre-tax discounted basis, these amounts equate to $ 7,861 and $ 241,782 , respectively.
−Removed: 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: Development costs for 2021 include $ 405,700 of plugging and abandonment costs and $ 234,761 of midstream and water capital on an undiscounted pre-tax basis.
On a PV-10 pre-tax discounted basis, these amounts equate to $ 7,166 and $ 197,980 , respectively.
−Removed: 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).
+Added: Development costs for 2020 include $ 402,174 of plugging and abandonment costs and $ 286,724 of midstream and water 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.
The following are the principal sources of change in the standardized measure of discounted future net cash flows for consolidated operations during:
15 unchanged sentences
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.