55 unchanged sentences
Natural Gas, NGLs and Oil Revenue $ 1,186,077 $ 1,302,218 $ 3,652,112
−Removed: Gain (Loss) on Commodity Derivative Instruments 1,928,652 ( 2,663,775 ) ( 1,632,733 )
+Added: (Loss) Gain on Commodity Derivative Instruments ( 172,405 ) 1,928,652 ( 2,663,775 )
Purchased Gas Revenue 59,467 74,218 185,552
16 unchanged sentences
Other Expense
−Removed: Other Expense 9,008 9,859 15,748
+Added: Other (Income) Expense ( 6,126 ) 9,008 9,859
Gain on Asset Sales and Abandonments, net ( 24,715 ) ( 132,372 ) ( 8,984 )
3 unchanged sentences
Total Costs and Expenses 1,387,148 1,212,023 1,473,158
−Removed: Income (Loss) Before Income Tax 2,222,925 ( 211,947 ) ( 636,513 )
−Removed: Income Tax Expense (Benefit) 502,209 ( 69,870 ) ( 137,870 )
−Removed: Net Income (Loss) $ 1,720,716 $ ( 142,077 ) $ ( 498,643 )
−Removed: Earnings (Loss) Per Share
+Added: (Loss) Income Before Income Tax ( 120,362 ) 2,222,925 ( 211,947 )
+Added: Income Tax (Benefit) Expense ( 29,868 ) 502,209 ( 69,870 )
+Added: Net (Loss) Income $ ( 90,494 ) $ 1,720,716 $ ( 142,077 )
+Added: (Loss) Earnings Per Share
Basic $ ( 0.60 ) $ 10.59 $ ( 0.75 )
7 unchanged sentences
2024 2023 2022
−Removed: Net Income (Loss) $ 1,720,716 $ ( 142,077 ) $ ( 498,643 )
+Added: Net (Loss) Income $ ( 90,494 ) $ 1,720,716 $ ( 142,077 )
Other Comprehensive (Loss) Income:
2 unchanged sentences
1,589 ( 788 ) 8,010
−Removed: Comprehensive Income (Loss) $ 1,719,928 $ ( 134,067 ) $ ( 497,982 )
+Added: Comprehensive (Loss) Income $ ( 88,905 ) $ 1,719,928 $ ( 134,067 )
The accompanying notes are an integral part of these financial statements.
5 unchanged sentences
Cash and Cash Equivalents $ 17,198 $ 443
+Added: Restricted Cash 37,875 —
Accounts and Notes Receivable:
35 unchanged sentences
Current Portion of Long-Term Debt (Note 12)
+Added: 327,766 325,668
Current Portion of Operating Lease Obligations (Note 13)
40 unchanged sentences
Amortization of Stock-Based Compensation Awards 6 16,369 — — 16,375
−Removed: Equity Component of Convertible Senior Notes, net of Issuance Costs — ( 33 ) — — ( 33 )
Other Comprehensive Income — — — 8,010 8,010
+Added: Cumulative Effect of Adoption of New Accounting Standard — ( 78,284 ) 18,947 — ( 59,337 )
December 31, 2022 $ 1,712 $ 2,506,269 $ 448,993 $ ( 6,513 ) $ 2,950,461
December 31, 2022 $ 1,712 $ 2,506,269 $ 448,993 $ ( 6,513 ) $ 2,950,461
−Removed: Net Loss — — ( 142,077 ) — ( 142,077 )
+Added: Net Income — — 1,720,716 — 1,720,716
Issuance of Common Stock 2 1,758 — — 1,760
2 unchanged sentences
Amortization of Stock-Based Compensation Awards 9 20,226 — — 20,235
−Removed: Other Comprehensive Income — — — 8,010 8,010
−Removed: Cumulative Effect of Adoption of New Accounting Standard — ( 78,284 ) 18,947 — ( 59,337 )
+Added: Other Comprehensive Loss — — — ( 788 ) ( 788 )
December 31, 2023 $ 1,548 $ 2,384,910 $ 1,981,860 $ ( 7,301 ) $ 4,361,017
December 31, 2023 $ 1,548 $ 2,384,910 $ 1,981,860 $ ( 7,301 ) $ 4,361,017
−Removed: Net Income — — 1,720,716 — 1,720,716
+Added: Net Loss — — ( 90,494 ) — ( 90,494 )
Issuance of Common Stock 4 2,685 — — 2,689
2 unchanged sentences
Amortization of Stock-Based Compensation Awards 10 20,081 — — 20,091
−Removed: Other Comprehensive Loss — — — ( 788 ) ( 788 )
+Added: Other Comprehensive Income — — — 1,589 1,589
December 31, 2024 $ 1,490 $ 2,348,959 $ 1,753,293 $ ( 5,712 ) $ 4,098,030
5 unchanged sentences
2024 2023 2022
−Removed: Net Income (Loss) $ 1,720,716 $ ( 142,077 ) $ ( 498,643 )
−Removed: Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Continuing Operating Activities:
+Added: Net (Loss) Income $ ( 90,494 ) $ 1,720,716 $ ( 142,077 )
+Added: Adjustments to Reconcile Net (Loss) Income to Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization 485,754 433,586 461,215
3 unchanged sentences
Loss on Debt Extinguishment 7,043 — 22,953
−Removed: (Gain) Loss on Commodity Derivative Instruments ( 1,928,652 ) 2,663,775 1,632,733
+Added: Loss (Gain) on Commodity Derivative Instruments 172,405 ( 1,928,652 ) 2,663,775
Loss (Gain) on Other Derivative Instruments 1,099 3,463 ( 10,348 )
17 unchanged sentences
Proceeds from Asset Sales 60,734 170,027 37,460
+Added: Investment in Equity Affiliates ( 4,871 ) — —
Net Cash Used in Investing Activities ( 484,469 ) ( 509,377 ) ( 528,294 )
6 unchanged sentences
Proceeds from Issuance of CNX Senior Notes 395,000 — 493,750
−Removed: Proceeds from Issuance of CNXM Senior Notes — — 395,000
−Removed: Repayments of CSG Non-Revolving Credit Facility Borrowings — — ( 160,544 )
Payments on Other Debt ( 2,409 ) ( 1,627 ) ( 665 )
4 unchanged sentences
Net Cash Used in Financing Activities ( 276,680 ) ( 326,089 ) ( 688,964 )
−Removed: Net (Decrease) Increase in Cash and Cash Equivalents ( 20,878 ) 17,756 ( 18,034 )
+Added: Net Increase (Decrease) in Cash and Cash Equivalents 54,630 ( 20,878 ) 17,756
Cash and Cash Equivalents at Beginning of Period 443 21,321 3,565
−Removed: Cash and Cash Equivalents at End of Period $ 443 $ 21,321 $ 3,565
+Added: Cash, Cash Equivalents, and Restricted Cash at End of Period $ 55,073 $ 443 $ 21,321
The accompanying notes are an integral part of these financial statements.
15 unchanged sentences
Cash and Cash Equivalents:
−Removed: Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term securities with original maturities of three months or less.
+Added: Cash and cash equivalents of $ 17,198 and $ 443 as of December 31, 2024 and 2023, respectively, includes cash on hand and on deposit at banking institutions as well as all highly liquid short-term securities with original maturities of three months or less.
+Added: Restricted Cash:
+Added: Restricted cash of $ 37,875 as of December 31, 2024, consists of funds that the Company is contractually obligated to maintain in an escrow account.
+Added: This obligation is in accordance with the terms of the purchase agreement to acquire the natural gas upstream and associated midstream business of Apex Energy II, LLC.
+Added: See Note 22 – Subsequent Event for more information.
+Added: There were no such restrictions on cash as of December 31, 2023.
Trade Accounts Receivable and Allowance for Credit Losses:
11 unchanged sentences
Allowance for Credit Losses - Other Receivables, Beginning of Year $ 2,847 $ 2,937
+Added: Recoveries Collected ( 1,692 ) —
Provision for Expected Credit Losses 186 32
31 unchanged sentences
Impairment of equity investments is recorded when indicators of impairment are present, and the estimated fair value of the investment is less than the assets' carrying value.
−Removed: Impairment of Proved Properties:
+Added: There were no indicators of impairment related to long-lived assets in the years ended December 31, 2024 or 2023.
CNX performs a quantitative impairment test whenever events or changes in circumstances indicate that an asset group's carrying amount may not be recoverable, over proved properties using the published NYMEX forward prices, timing, methods and other assumptions consistent with historical periods.
1 unchanged sentence
If the carrying amount exceeds the estimated undiscounted future cash flows, a reduction of the carrying amount of the natural gas properties to their estimated fair values is required, which is determined based on discounted cash flow techniques using significant assumptions including projected revenues, future commodity prices and a market-specific weighted average cost of capital which are affected by expectations about future market and economic conditions.
−Removed: Impairment of Unproved Properties:
+Added: There were no indicators of impairment related to the Company's proved oil and gas properties in the years ended December 31, 2024 or 2023.
Capitalized costs of unproved oil and gas properties are evaluated at least annually for recoverability on a prospective basis.
3 unchanged sentences
Expense for lease expirations that were not previously impaired are recorded as the leases expire.
+Added: There were no indicators of impairment related to the Company’s unproved properties in the years ended December 31, 2024 or 2023.
Exploration expense, which is associated primarily with lease expirations, was $ 8,446 , $ 10,447 and $ 8,298 for the years ended December 31, 2024, 2023 and 2022, respectively, and is included in Exploration and Production Related Other Costs in the Consolidated Statements of Income.
12 unchanged sentences
This approach generally involves two general steps:
−Removed: (i) The first step involves establishing a forecast of the estimated future net cash flows expected to accrue directly or indirectly to the owner of the asset over its remaining useful life or to the owner of the business entity (including a reporting unit).
+Added: (i) The first step involves establishing a forecast of the estimated future net cash flows expected to accrue directly or indirectly to the owner of the asset over its remaining useful life or to the owner of the business entity (including a
+Added: reporting unit).
(ii) The second step involves discounting these estimated future net cash flows to their present value using a market rate of return.
27 unchanged sentences
Estimates are regularly reviewed by management and are revised for changes in future estimated costs and regulatory requirements.
−Removed: The present value of the estimated asset retirement costs is capitalized as part of the carrying amount
−Removed: of the long-lived asset.
+Added: The present value of the estimated asset retirement costs is capitalized as part of the carrying amount of the long-lived asset.
Amortization of the capitalized asset retirement cost is generally determined on a units-of-production basis.
−Removed: Accretion of the asset retirement obligation is recognized over time and generally will escalate over the life of the producing asset, typically as production declines.
+Added: Accretion of the asset retirement obligation is recognized over time and generally will escalate over the life of the
+Added: producing asset, typically as production declines.
Accretion is included in Depreciation, Depletion and Amortization in the Consolidated Statements of Income.
35 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 be required to post collateral for instruments in a liability position in excess of defined thresholds.
+Added: However, as stated in the counterparty master agreements, if CNX's obligations with any of its counterparties cease to be
+Added: 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.
All of the Company's derivative instruments are subject to master netting arrangements with the counterparties.
6 unchanged sentences
Recent Accounting Pronouncements:
−Removed: In December 2023, the FASB issued Accounting Standards Update (ASU) 2023-09 - Income Taxes (Topic 740):
+Added: In November 2024, the FASB issued Accounting Standards Update (ASU) 2024-04 - Debt with Conversion and Other Options (Subtopic 470-20).
+Added: This update clarifies the requirements related to accounting for the settlement of a debt instrument as an induced conversion.
+Added: An induced conversion is when a Company induces debt holders to convert their debt into equity shares under changed terms and involved additional consideration.
+Added: The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.
+Added: Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06.
+Added: The Company is currently evaluating the impact of the adoption of this guidance but intends to settle the principal amount of the Convertible Notes in cash upon conversion as stated in Note 12 – Long-Term Debt.
+Added: In November 2024, the FASB issued ASU 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).
+Added: This ASU requires entities to disaggregate any relevant expense caption presented on the face of the income statement within continuing operations into the following required natural expense categories within the footnotes, as applicable:
+Added: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) DD&A recognized as part of oil- and gas-producing activities or other depletion expenses.
+Added: The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
+Added: Early adoption is permitted.
+Added: The Company is currently evaluating the impact of the adoption of this guidance.
+Added: In December 2023, the FASB issued ASU 2023-09 - Income Taxes (Topic 740):
Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures.
4 unchanged sentences
The Company is currently evaluating the impact of the adoption of this guidance.
−Removed: In November 2023, the FASB issued ASU 2023-07 - Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures.
−Removed: This ASU updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.
−Removed: The amendments in this ASU are effective for public entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
−Removed: The Company is still evaluating the effect of the adoption of this guidance.
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.
+Added: See Note 21 – Segment Information for the impact of adoption of ASU 2023-07 - Segment Reporting - Improvements to Reportable Segment Disclosures.
Reclassifications:
2 unchanged sentences
The Company has evaluated all subsequent events through the date the financial statements were issued.
−Removed: The Company has continued repurchasing shares in the open market under the Company’s existing stock repurchase program (See Note 5 – Stock Repurchase), and approximately 2,000,000 additional shares have been repurchased.
−Removed: No other material recognized or non-recognizable subsequent events were identified.
+Added: See Note 22 – Subsequent Event for more information.
NOTE 2— EARNINGS PER SHARE:
2 unchanged sentences
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.
−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
−Removed: from the diluted loss per share calculation as their inclusion would have an anti-dilutive effect.
+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.
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:
14 unchanged sentences
2024 2023 2022
−Removed: Net Income (Loss) $ 1,720,716 $ ( 142,077 ) $ ( 498,643 )
−Removed: Basic Earnings (Loss) Available to Shareholders $ 1,720,716 $ ( 142,077 ) $ ( 498,643 )
+Added: Net (Loss) Income $ ( 90,494 ) $ 1,720,716 $ ( 142,077 )
+Added: Basic (Loss) Earnings Available to Shareholders $ ( 90,494 ) $ 1,720,716 $ ( 142,077 )
Effect of Dilutive Securities:
Add Back Interest on Convertible Notes (Net of Tax) — 5,758 —
−Removed: Diluted Earnings (Loss) Available to Shareholders $ 1,726,474 $ ( 142,077 ) $ ( 498,643 )
+Added: Diluted (Loss) Earnings Available to Shareholders $ ( 90,494 ) $ 1,726,474 $ ( 142,077 )
Weighted-Average Shares of Common Stock Outstanding 151,306,438 162,490,245 189,507,682
5 unchanged sentences
Weighted-Average Diluted Shares of Common Stock Outstanding 151,306,438 192,013,989 189,507,682
−Removed: Earnings (Loss) Per Share:
+Added: (Loss) Earnings Per Share:
Basic $ ( 0.60 ) $ 10.59 $ ( 0.75 )
21 unchanged sentences
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.
−Removed: When selling natural gas, NGL and oil on behalf of royalty owners or working interest owners, the Company is acting as an agent and thus reports the revenue on a net basis.
+Added: selling natural gas, NGL and oil on behalf of royalty owners or working interest owners, the Company is acting as an agent and thus reports the revenue on a net basis.
Included in Other Revenue and Operating Income in the Consolidated Statements of Income and in the below table are revenues generated from natural gas gathering services provided to third parties and sales of environmental attributes.
4 unchanged sentences
All sales of environmental attributes (which includes items such as (but are not limited to):
−Removed: carbon credits, air quality credits, renewable or alternative energy credits, methane capture credits, methane performance certificates, emission reductions, offsets and/or allowances) were under short-term contracts, and revenue is recognized when the environmental attribute is transferred to a third party.
+Added: carbon credits, air quality credits, renewable or alternative energy credits, methane capture credits, methane performance certificates, emission reductions, offsets and/or allowances) are under short-term contracts, and revenue is recognized when the environmental attribute is transferred to a third party.
Disaggregation of Revenue
9 unchanged sentences
Other Sources of Revenue and Other Operating Income:
−Removed: Gain (Loss) on Commodity Derivative Instruments 1,928,652 ( 2,663,775 ) ( 1,632,733 )
+Added: (Loss) Gain on Commodity Derivative Instruments ( 172,405 ) 1,928,652 ( 2,663,775 )
Other Revenue and Operating Income 193,647 129,860 87,322
10 unchanged sentences
For those contracts, CNX has utilized the practical expedient in ASC 606-10-50-14 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.
−Removed: 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.
+Added: 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
+Added: performance obligation to which it relates.
Therefore, any remaining variable consideration in the transaction price is allocated entirely to wholly unsatisfied performance obligations.
11 unchanged sentences
NOTE 4— ACQUISITIONS AND DISPOSITIONS:
−Removed: On June 29, 2023, CNX closed on the sale of various non-operated producing oil and gas assets primarily located in the Appalachian Basin to a third party.
−Removed: The transaction was subject to customary adjustments in accordance with the terms and conditions of the purchase and sales agreement and was completed on September 29, 2023.
−Removed: Net cash proceeds of $ 124,600 are included in Proceeds from Asset Sale in the Consolidated Statements of Cash Flows for the year ended December 31, 2023.
−Removed: The net gain on the transaction was $ 99,516 and is included in Gain on Asset Sales and Abandonments, net in the Consolidated Statements of Income for the year ended December 31, 2023.
−Removed: Additionally, Gain on Asset Sales and Abandonments, net in the Consolidated Statements of Income and Proceeds from Asset Sales in the Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 include the sale of various non-core assets (rights-of-way, surface acreage and other non-care oil and gas interests), none of which were individually material .
+Added: During the year ended December 31, 2024, CNX recognized a net gain on asset sales of $ 24,715 primarily related to the sale of various non-core assets (primarily rights-of-way, surface acreage and the interest in various non-operated oil and gas assets), none of which were individually material.
+Added: The net gain was offset, in part, by the sale of a non-core pipeline to a third party.
+Added: The net cash proceeds of $ 2,017 are included in Proceeds from Asset Sales in the Consolidated Statements of Cash Flows and the net loss on the transaction of $ 26,150 is included in the Gain on Asset Sales and Abandonments, net in the Consolidated Statements of Income.
+Added: During the year ended December 31, 2023, CNX closed on the sale of various non-operated producing oil and gas assets primarily located in the Appalachian Basin to a third party.
+Added: The net cash proceeds of $ 124,600 are included in Proceeds from Asset Sale in the Consolidated Statements of Cash Flows and the net gain on the transaction of $ 99,516 is included in Gain on Asset Sales and Abandonments, net in the Consolidated Statements of Income.
+Added: Additionally, Gain on Asset Sales and Abandonments, net in the Consolidated Statements of Income and Proceeds from Asset Sales in the Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 include the sale of various non-core assets (primarily rights-of-way, surface acreage and the interest in various non-operated oil and gas assets), none of which were individually material .
NOTE 5— STOCK REPURCHASE:
4 unchanged sentences
The stock repurchase program does not obligate the Company to repurchase any dollar amount or number of shares and the Board may modify, suspend, or discontinue its authorization of the program at any time.
−Removed: The Board of Directors will continue to evaluate the size of the stock repurchase program based on CNX's free cash flow position, leverage ratio, and capital plans.
−Removed: During the year ended December 31, 2023, 17,564,524 shares were repurchased and retired at an average price of $ 18.14 per share for a total cost of $ 321,867 .
+Added: The Company’s Board of Directors will continue to evaluate the size of the stock repurchase program based on CNX's free cash flow position, leverage ratio, and capital plans.
During the year ended December 31, 2024, 7,175,674 shares were repurchased and retired at an average price of $ 24.68 per share for a total cost of $ 178,583 .
+Added: During the year ended December 31, 2023, 17,564,524 shares were repurchased and
+Added: retired at an average price of $ 18.14 per share for a total cost of $ 321,867 .
+Added: The one-percent excise tax under the Inflation Reduction Act of 2022 is included in total costs for both periods.
During the year ended December 31, 2022, 33,526,226 shares were repurchased and retired at an average price of $ 16.93 per share for a total cost of $ 568,128 .
NOTE 6— INCOME TAXES:
−Removed: Income tax expense (benefit) provided on earnings consisted of:
+Added: Income tax (benefit) expense provided on earnings consisted of:
For the Years Ended December 31,
5 unchanged sentences
( 5,952 ) 42,208 ( 35,409 )
−Removed: Total Income Tax Expense (Benefit) $ 502,209 $ ( 69,870 ) $ ( 137,870 )
+Added: ( 33,869 ) 497,432 ( 76,058 )
+Added: Total Income Tax (Benefit) Expense $ ( 29,868 ) $ 502,209 $ ( 69,870 )
The components of the net deferred taxes are as follows:
2 unchanged sentences
$ 137,476 $ 160,405
+Added: Gas Derivatives 130,834 14,466
Section 174 Expenses 91,342 92,414
1 unchanged sentence
70,689 76,259
−Removed: Federal Tax Credits 45,619 34,317
Interest Limitation 62,271 36,451
−Removed: Operating Lease Liabilities 36,297 45,427
+Added: Federal Tax Credits 44,457 45,619
Gas Well Closing 33,541 24,652
+Added: Operating Lease Liabilities 25,650 36,297
State Deferred Tax Adjustment 15,983 15,983
−Removed: Gas Derivatives 14,466 461,952
Salary Retirement 8,037 8,488
1 unchanged sentence
Convertible Note Amortization 2,121 3,628
−Removed: Foreign Tax Credit — 7,738
Total Deferred Tax Assets
20 unchanged sentences
Negative evidence includes financial and tax losses generated in prior periods and the inability to achieve forecasted results for those periods.
−Removed: On December 31, 2023, the Company made a state law conversion of a subsidiary from a corporation to a limited liability company.
−Removed: The conversion effectively terminates the tax partnership treatment of CNX Midstream Partners LP for federal and state income tax purposes.
−Removed: As such as of December 31, 2023, the deferred tax assets and liabilities are separately stated in the underlying deferred tax asset and liability categories, primarily Property, Plant and Equipment.
As of December 31, 2024, the Company has a deferred tax asset related to federal net operating losses of $ 137,476 .
3 unchanged sentences
These credits expire between 2032 and 2044.
−Removed: A valuation allowance on foreign tax credits of $ 7,738 was recorded at December 31, 2022.
−Removed: The valuation allowance was decreased by $ 7,738 in 2023 due to the expiration of the remaining foreign tax credits.
CNX has, on an after federal tax basis, a deferred tax asset related to state operating losses of $ 70,689 with a related valuation allowance of $ 36,879 at December 31, 2024.
1 unchanged sentence
A review of positive and negative evidence regarding these state tax attributes concluded that the valuation allowances for various CNX subsidiaries was warranted.
+Added: On December 31, 2023, the Company made a state law conversion of a subsidiary from a corporation to a limited liability company.
+Added: The conversion effectively terminates the tax partnership treatment of CNX Midstream Partners, LP for federal and state income tax purposes.
+Added: As such, the deferred tax assets and liabilities were reclassified and separately stated in the underlying deferred tax asset and liability categories, primarily Property, Plant and Equipment.
West Virginia enacted legislation in March 2023 for public companies which allows for a deduction for the deferred tax adjustment as of January 1, 2022 resulting from the change in state apportionment methodology from three factor to single sales factor and elimination of the throw-out rule if the change results in an aggregate increase in net deferred tax liabilities, decrease in net deferred tax assets, or change from a net deferred tax asset to a net deferred tax liability.
The deduction is available over a ten-year period beginning with the first tax year on or after January 1, 2033.
−Removed: The Company has recorded an income tax benefit of $ 15,983 in the Consolidated Statements of Income to reflect the recent legislative change resulting in a decrease to deferred tax liabilities in the Consolidated Balance Sheets.
+Added: In 2023, the Company recorded an income tax benefit of $ 15,983 in the Consolidated Statements of Income to reflect the recent legislative change resulting in a decrease to deferred tax liabilities in the Consolidated Balance Sheets.
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.
−Removed: In 2022, the Company revised the deferred state income tax rates and apportionment factors for several states to reflect, among other things, the recent PA rate reduction resulting in a benefit to deferred tax expense in the Consolidated Statements of Income.
+Added: Beginning in 2022 and in each year thereafter, the Company revised the deferred state income tax rates and apportionment factors for several states to reflect, among other things, the recent PA rate reduction resulting in a benefit to deferred tax expense in the Consolidated Statements of Income.
Deferred taxes also include changes relating to valuation allowance assertions against various state net operating losses due to the tax accounting treatment of unrealized gains and losses on commodity derivatives.
14 unchanged sentences
Other 515 ( 0.4 ) 428 — 2,406 ( 1.1 )
−Removed: Income Tax Expense (Benefit) / Effective Rate $ 502,209 22.6 % $ ( 69,870 ) 33.0 % $ ( 137,870 ) 21.7 %
+Added: Income Tax (Benefit) Expense / Effective Rate $ ( 29,868 ) 24.8 % $ 502,209 22.6 % $ ( 69,870 ) 33.0 %
The effective tax rate for the year ended December 31, 2024 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.
+Added: The effective tax rate for the year ended December 31, 2023 differs from the U.S.
federal statutory rate primarily due to federal income tax credits, offset by uncertain tax positions, state taxes (West Virginia tax law change), equity compensation, and the decrease in certain state valuation allowance assertions as a result of a higher-than-expected unrealized gain on commodity derivative instruments generated during 2023.
1 unchanged sentence
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.
−Removed: The effective tax rate for the year ended December 31, 2021 differs from the U.S.
−Removed: 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.
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 Current Period 18,224 11,229
−Removed: Increase in Unrecognized Tax Benefits Resulting from Tax Positions Taken During Prior Periods
+Added: (Decrease) Increase in Unrecognized Tax Benefits Resulting from Tax Positions Taken During Prior Periods ( 4,915 ) 6,444
Balance at End of Period $ 113,227 $ 99,918
If these unrecognized tax benefits were recognized, $ 113,227 and $ 99,918 would affect CNX's effective income tax rate for 2024 and 2023, respectively.
−Removed: In 2023 and 2022, CNX recognized an increase in unrecognized tax benefits of $ 6,444 and $ 14,440 , respectively, for tax benefits resulting from tax positions taken on our 2022 and 2021 federal tax returns for additional federal tax credits.
−Removed: CNX also recognized an increase in unrecognized tax benefits in 2023 of $ 11,229 for tax benefits resulting from tax positions expected to be taken on our 2023 federal tax returns for additional federal tax credits.
+Added: In 2024 and 2023, CNX recognized an increase in unrecognized tax benefits of $ 18,224 and $ 11,229 , respectively, for tax benefits resulting from tax positions taken and expected to be taken on our 2024 and 2023 federal tax returns for additional federal tax credits.
+Added: CNX also recognized a change in unrecognized tax benefits of $( 4,915 ) and 6,444 , respectively, for tax benefits resulting from tax positions taken on our 2023 and 2022 federal tax returns for additional federal tax credits.
CNX recognizes accrued interest related to unrecognized tax benefits in its interest expense.
63 unchanged sentences
NOTE 10— REVOLVING CREDIT FACILITIES:
−Removed: On each of May 10, 2023 and May 5, 2022, CNX amended its Third Amended and Restated Credit Agreement dated October 6, 2021 (as amended, the “CNX Credit Agreement”), which provides for a senior secured revolving credit facility (the “CNX Credit Facility”).
−Removed: In 2022, revisions were made to replace LIBOR as a benchmark interest rate with SOFR, or the secured overnight financing rate.
−Removed: In 2023, the elected commitments of the CNX Credit Agreement were increased from $ 1,300,000 to $ 1,350,000 .
−Removed: Following the amendments, CNX remains the borrower and certain of its subsidiaries (not including CNX Midstream Partners LP (CNXM), its subsidiaries or general partner) as guarantor loan parties on the CNX Credit Agreement.
−Removed: The CNX Credit Agreement replaced the prior CNX revolving credit facility and remains subject to semi-annual redetermination.
−Removed: The CNX Credit Agreement has a $ 2,250,000 borrowing base and $ 1,350,000 in elected commitments,
−Removed: including borrowings and letters of credit.
−Removed: 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.
−Removed: 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.
−Removed: Under the terms of the CNX Credit Agreement, borrowings will bear interest at CNX’s option at either:
+Added: CNX as borrower and certain of its subsidiaries (not including CNX Midstream Partners LP (CNXM)) as guarantor loan parties entered into a new Fourth Amended and Restated Credit Agreement for a senior secured revolving credit facility (the “CNX Credit Facility”), dated as of May 17, 2024 and maturing on May 17, 2029.
+Added: The new senior secured revolving credit facility has a $ 2,250,000 borrowing base and $ 1,400,000 of elected commitments and replaced the Company’s existing senior secured revolving credit facility (the “prior CNX Credit Facility”) which had a $ 2,250,000 borrowing base and $ 1,350,000 of elected commitments, had been entered into as of October 6, 2021, and had a maturity of October 6, 2026.
+Added: The availability under the CNX Credit Facility, including availability for letters of credit, is generally limited to a borrowing base, which is determined by the required number of lenders in good faith by calculating a loan value of the Company’s proved reserves.
+Added: In addition to refinancing all outstanding amounts under the prior CNX Credit Facility, borrowings under the CNX Credit Facility may be used by CNX for general corporate purposes.
+Added: Interest on outstanding indebtedness under the CNX Credit Facility currently accrues, at the Company’s option, at a rate based on either:
• 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 %;
−Removed: • the one-month SOFR rate plus a margin ranging from 1.85 % to 2.85 %.
−Removed: 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.
−Removed: 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: • the SOFR rate plus a margin ranging from 1.85 % to 2.85 %.
+Added: The CNX Credit Facility matures on May 17, 2029, provided that if at any time on or after (1) January 30, 2026 (or October 31, 2025, if any debt (as defined in the CNX Credit Facility) is outstanding with a springing maturity date), 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, or (2) October 16, 2028 (or July 17, 2028, if any debt (as defined in the CNX Credit Facility) is outstanding with a springing maturity date), if any of the Company’s 6.0 % Senior Notes due 2029 are outstanding and (a) availability under the CNX Credit Facility minus (b) the aggregate principal amount of all such outstanding Senior Notes is less than 20 % of the aggregate commitments under the CNX Credit Facility (the first such date, the "Springing Maturity Date”), then the CNX Credit Facility will mature on the Springing Maturity Date.
+Added: 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.
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.
−Removed: The calculation of all of the ratios excludes CNX Gathering and CNXM and its subsidiaries.
+Added: The calculation of all of the ratios excludes CNXM, its subsidiaries, and its general partner.
CNX was in compliance with all financial covenants as of December 31, 2024.
−Removed: At December 31, 2023, the CNX Credit Agreement had $ 52,050 borrowings outstanding, with a weighted average interest rate of 7.64 % and $ 43,684 of letters of credit outstanding, leaving $ 1,254,266 of unused capacity.
−Removed: At December 31, 2022, the CNX Credit Agreement had no borrowings outstanding and $ 171,272 of letters of credit outstanding, leaving $ 1,128,728 of unused capacity.
−Removed: On May 5, 2022, CNXM amended its Amended and Restated Credit Agreement dated October 6, 2021 (as amended, the “CNXM Credit Agreement”), which provides for a $ 600,000 senior secured revolving credit facility (“CNXM Credit Facility”) that matures on October 6, 2026.
−Removed: Revisions were made to replace LIBOR as a benchmark interest rate with SOFR.
−Removed: CNXM remains the borrower and certain of its subsidiaries remain as guarantor loan parties on the CNXM Credit Agreement.
−Removed: The CNXM Credit Agreement replaced the prior CNXM revolving credit facility and is not subject to semi-annual redetermination.
−Removed: CNX is not a guarantor under the CNXM Credit Agreement.
−Removed: 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.
−Removed: Interest on outstanding indebtedness under the CNXM Credit Agreement currently accrues, at CNXM’s option, at a rate based on either:
+Added: At December 31, 2024, the CNX Credit Facility had $ 43,450 borrowings outstanding, with a weighted average interest rate of 6.45 % and $ 27,156 of letters of credit outstanding, leaving $ 1,329,394 of unused capacity.
+Added: At December 31, 2023, the prior CNX Credit Facility had $ 52,050 borrowings outstanding with a weighted average interest rate of 7.64 % , and $ 43,684 of letters of credit outstanding, leaving $ 1,254,266 of unused capacity.
+Added: CNXM as borrower and certain of its subsidiaries as guarantor loan parties entered into a new Second Amended and Restated Credit Agreement for a senior secured revolving credit facility (the “CNXM Credit Facility"), dated as of May 17, 2024 and maturing on May 17, 2029.
+Added: The new $ 600,000 senior secured revolving credit facility replaced the Company’s existing $ 600,000 senior secured revolving credit facility (the “prior CNXM Credit Facility") which had been entered into as of October 6, 2021 and had a maturity of October 6, 2026.
+Added: The CNXM Credit Facility is not subject to semi-annual redetermination and CNX is not a guarantor under the CNXM Credit Facility.
+Added: In addition to refinancing all outstanding amounts under the prior CNXM Credit Facility, borrowings under the CNXM Credit Facility may be used by CNXM for general corporate purposes.
+Added: Interest on outstanding indebtedness under the CNXM Credit Facility currently accrues, at CNXM’s option, at a rate based on either:
• 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 2.00 %;
−Removed: • the one-month SOFR rate plus a margin ranging from 2.10 % to 3.10 %.
+Added: • the SOFR rate plus a margin ranging from 1.85 % 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 the CNXM Credit Agreement.
+Added: in each case as calculated in accordance with the terms and definitions determining such ratios contained in the CNXM Credit Facility.
CNXM was in compliance with all financial covenants as of December 31, 2024.
−Removed: At December 31, 2023, the CNXM Credit Agreement had $ 105,150 of borrowings outstanding, with a weighted avera ge interest rate of 7.50 % and no letters of credit outstanding, leaving $ 494,850 of unused capacity.
−Removed: At December 31, 2022, the CNXM Credit Agreement had $ 153,700 of borrowings outstanding, with a weighted average interest rate of 6.45 % and $ 30 of letters of credit outstanding, leaving $ 446,270 of unused capacity.
+Added: At December 31, 2024, the CNXM Credit Facility had $ 16,050 of borrowings outstanding, with a weighted average interest rate of 6.75 % and no letters of credit outstanding, leaving $ 583,950 of unused capacity.
+Added: At December 31, 2023, the prior CNXM Credit Facility had $ 105,150 of borrowings outstanding, with a weighted average interest rate of 7.50 % and no letters of credit outstanding, leaving $ 494,850 of unused capacity.
NOTE 11— OTHER ACCRUED LIABILITIES:
1 unchanged sentence
Accrued Interest 45,812 44,227
−Removed: Transportation Charges 17,824 12,808
−Removed: Deferred Revenue 15,831 22,095
Short-Term Incentive Compensation 22,580 10,961
+Added: Deferred Revenue 20,696 15,831
+Added: Transportation Charges 17,922 17,824
Accrued Other Taxes 9,216 9,343
13 unchanged sentences
396,923 396,346
−Removed: Senior Notes due March 2027 at 7.25 % (Principal of $ 350,000 plus Unamortized Premium of $ 1,728 and $ 2,266 , respectively)
−Removed: 351,728 352,266
+Added: Senior Notes due March 2032 at 7.25 % (Principal of $ 400,000 less Unamortized Discount of $ 4,479 )
Convertible Senior Notes due May 2026 at 2.25 % (Principal of $ 330,654 less Unamortized Discount and Issuance Costs of $ 2,658 and $ 4,586 , respectively)
327,996 326,068
−Removed: CNX Midstream Partners LP Revolving Credit Facility* 105,150 153,700
CNX Revolving Credit Facility 43,450 52,050
+Added: CNX Midstream Partners LP Revolving Credit Facility* 16,050 105,150
+Added: Senior Notes due March 2027 at 7.25 % (Principal of $ 350,000 plus Unamortized Premium of $ 1,728 )
Unamortized Debt Issuance Costs 9,386 11,660
2 unchanged sentences
Long-Term Debt $ 1,838,234 $ 1,888,706
−Removed: *CNX is not a guarantor of CNXM's 4.75 % Senior Notes due April 2030 or CNXM's Credit Facility.
+Added: *CNX is not a guarantor of CNXM's 4.75 % Senior Notes due April 2030 or the CNXM Credit Facility.
At December 31, 2024, 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 $ 2,190,154
−Removed: 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
−Removed: accrue interest from September 26, 2022 at a rate of 7.375 % per year.
+Added: During the year ended December 31, 2024, CNX completed a private offering of $ 400,000 aggregate principal amount of 7.25 % CNX Senior Notes due March 2032 (the "CNX Senior Notes due March 2032"), less an underwriter discount and other issuance costs of $ 5,000 .
+Added: The CNX Senior Notes due March 2032, along with the related guarantees, were issued pursuant to an indenture dated February 23, 2024 and accrue interest from February 23, 2024, at a rate of 7.25 % per year.
+Added: Interest is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2024.
+Added: The CNX Senior Notes due March 2032 mature on March 1, 2032.
+Added: Payment of the principal and interest on the notes is guaranteed by most of CNX’s subsidiaries but does not include CNXM (or its subsidiaries or general partner).
+Added: On January 21, 2025, the Company closed on a private offering of $ 200,000 aggregate principal amount of additional 7.25 % CNX Senior Notes due March 2032.
+Added: See Note 22 – Subsequent Event for more information.
+Added: During the year ended December 31, 2024, 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 $ 7,043 was included in Loss on Debt Extinguishment in the Consolidated Statements of Income during the year ended December 31, 2024.
+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.
Interest is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2023.
4 unchanged sentences
As part of this transaction, a loss of $ 12,981 was included in Loss on Debt Extinguishment in the Consolidated Statements of Income.
−Removed: 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 .
−Removed: The CNXM Senior Notes due April 2030, along with the related guarantees, were issued pursuant to an indenture dated September 22, 2021.
−Removed: The CNXM Senior Notes due April 2030 accrue interest from September 22, 2021 at a rate of 4.75 % per year.
−Removed: Interest is payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2022.
−Removed: The CNXM Senior Notes due April 2030 mature on April 15, 2030.
−Removed: The CNXM Senior Notes due April 2030 rank equally in right of payment to all of CNXM's existing and future indebtedness and senior to any subordinated indebtedness that CNXM may incur.
−Removed: CNX is not a guarantor of the CNXM Senior Notes due April 2030.
−Removed: During the year ended December 31, 2021, CNXM purchased and retired $ 400,000 aggregate principal amount of its outstanding 6.50 % Senior Notes due March 2026.
−Removed: As part of this transaction, a loss of $ 25,727 was included in Loss on Debt Extinguishment in the Consolidated Statements of Income.
−Removed: 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 on Debt Extinguishment in the Consolidated Statements of Income.
−Removed: 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.
−Removed: As part of this transaction, a loss of $ 2,247 was included in Loss on Debt Extinguishment in the Consolidated Statements of Income.
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.
7 unchanged sentences
• during any calendar quarter (and only during such calendar quarter) commencing after June 30, 2020, if the Last Reported Sale Price per share of common stock exceeds one hundred and thirty percent ( 130 %) of the Conversion Price for each of at least twenty ( 20 ) Trading Days (whether or not consecutive) during the thirty ( 30 ) consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter;
−Removed: • during the five ( 5 ) consecutive Business Days immediately after any ten ( 10 ) consecutive trading day period (such ten ( 10 ) consecutive Trading Day period, the “Measurement Period”) if the trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures set forth in the indenture, for
−Removed: each trading day of the Measurement Period was less than ninety eight percent ( 98 %) of the product of the last reported sale price per share of common stock on such trading day and the conversion rate on such trading day;
+Added: • 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 in the indenture, 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;
• 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;
8 unchanged sentences
Pursuant to the terms of the Convertible Notes indenture, the Sale Price per share of common stock condition for conversion of the Convertible Notes was satisfied as of December 31, 2024, and, accordingly, holders of Convertible Notes are permitted to convert any of their Convertible Notes, at their option, at any time during the quarter beginning on January 1, 2025 and ending on March 31, 2025, subject to all terms and conditions set forth in the Convertible Notes indenture.
−Removed: At December 31, 2023, the conditions of allowing holders of the Convertible Notes to exercise their conversion right were met and as of December 31, 2023, the Convertible Notes were convertible.
The Convertible Notes are therefore classified as short-term debt at December 31, 2024.
9 unchanged sentences
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 was not remeasured as long as it continued to meet the conditions for equity classification.
+Added: The carrying amount of the equity
+Added: 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.
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.
28 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 May 26, 2023, CNX entered into a new lease for office space that is expected to result in an operating lease ROU asset of approximately $ 5,270 and an operating lease obligation of approximately $ 4,370 in April 2024, which is when the lease is expected to commence.
−Removed: On January 2, 2024, 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 $ 18,823 in March 2024, which is when the lease is expected to commence.
+Added: On January 2, 2024, 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 $ 18,823 in 2025, which is when the lease is expected to commence.
The components of lease cost were as follows:
79 unchanged sentences
Interest Cost
−Removed: Actuarial Loss (Gain) 1,442 ( 10,006 )
+Added: Actuarial (Gain) Loss ( 1,696 ) 1,442
Benefits and Other Payments
43 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.
−Removed: The increase in discount rate during 2022 compared to the prior year caused a significant actuarial gain during the year ended December 31, 2022.
The weighted-average assumptions used to determine net periodic benefit cost are as follows:
13 unchanged sentences
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).
−Removed: No award of stock options may be exercised under the Equity Incentive Plan after the tenth anniversary of the grant date of the award.
+Added: No award of stock options may be exercised under the Equity Incentive Plan after the ten th anniversary of the grant date of the award.
For those shares expected to vest, CNX recognizes stock-based compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term.
Options and RSUs vest over a three-year term.
−Removed: PSUs granted in 2019 vest over a five-year term and PSUs granted in 2020-January 2023 vest over a three-year term subject to performance conditions.
+Added: PSUs granted in 2019 vested over a five-year term and PSUs granted after 2019 vest over a three-year term subject to performance conditions.
PSUs granted in August 2023 vest over a seven-year term.
3 unchanged sentences
The total stock-based compensation expense recognized relating to CNX shares during the years ended December 31, 2024, 2023 and 2022 was $ 20,091 , $ 20,235 and $ 16,375 , respectively.
−Removed: The related deferred tax benefit totaled $ 6,983 , $ 4,497 , $ 4,409 , respectively.
+Added: The related deferred tax benefit totaled $ 14,243 , $ 6,983 and $ 4,497 , respectively.
As of December 31, 2024, CNX has $ 28,921 of unrecognized compensation cost related to all non-vested stock-based compensation awards, which is expected to be recognized over a weighted-average period of 2.5 years.
7 unchanged sentences
A combination of historical and implied volatility is used to determine expected volatility and future stock price trends.
−Removed: The total fair value of options granted during the years ended December 31, 2023 and 2022 was $ 115 and $ 115 , respectively, based on the following assumptions and weighted average fair values.
−Removed: There were no options granted during the year ended December 31, 2021.
+Added: The total fair value of options granted during each of the years ended December 31, 2024, 2023 and 2022 was $ 115 based on the following assumptions and weighted average fair values.
+Added: 2024 2023 2022
Weighted Average Fair Value of Grants $ 10.40 $ 7.06 $ 10.60
41 unchanged sentences
The total fair value of performance share units vested during the years ended December 31, 2024, 2023 and 2022 was $ 8,002 , $ 4,563 and $ 949 , respectively.
−Removed: The following table represents the nonvested performance share units and their corresponding fair value (based upon the Monte Carlo Methodology for market-based awards and the stock price on the date of grant for performance based awards) on the date of grant:
+Added: The following table represents the nonvested performance shar e units and their corresponding fair value (based upon the Monte Carlo Methodology for market-based awards and the stock price on the date of grant for performance-based awards) on the date of grant:
Number of Weighted Average
24 unchanged sentences
$ 179,547 $ 116,119
−Removed: As of December 31, 2023, receivables of $ 13,416 due from NRG Business Marketing LLC (formerly Direct Energy Business Marketing LLC) and $ 11,611 due from DTE Energy were included in the Gas Wholesalers balance above.
−Removed: As of December 31, 2022, a receivable of $ 33,322 due from Direct Energy Business Marketing LLC was included.
+Added: As of December 31, 2024, a receivable of $ 15,018 due from NRG Business Marketing LLC (formerly Direct Energy Business Marketing LLC) was included in the Gas Wholesalers balance above.
+Added: As of December 31, 2023, receivables of $ 13,416 due from NRG Business Marketing LLC and $ 11,611 due from DTE Energy were included.
No other customers made up more than 10% of the total balances.
During the year ended December 31, 2024, sales to Citadel Energy Marketing LLC were $ 134,909 and sales to NRG Business Marketing LLC (formerly Direct Energy Business Marketing LLC) were $ 132,935 , each of which comprised over 10 % of the Company's revenue from contracts with external customers for the period.
+Added: During the year ended December 31, 2023, sales to Citadel Energy Marketing LLC were $ 180,039 and sales to NRG Business Marketing LLC (formerly Direct Energy Business Marketing LLC) were $ 165,465 , 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, 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.
−Removed: 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.
NOTE 18— FAIR VALUE OF FINANCIAL INSTRUMENTS:
13 unchanged sentences
Interest Rate Swaps $ — $ — $ — $ — $ 1,099 $ —
−Removed: *Includes $ 6,741 of derivatives that have been settled but not received and $ 900 that have been settled but not paid.
−Removed: **Includes $ 77,662 of gas derivatives that have been settled but not paid .
+Added: *Includes $ 2,309 of commodity derivatives that have been settled but not received and $ 23,212 that have been settled but not paid at December 31, 2024.
+Added: **Includes $ 6,741 of commodity derivatives that have been settled but not received and $ 900 that have been settled but not paid at December 31, 2023 .
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 $ 443 $ 443 $ 21,321 $ 21,321
+Added: Cash and Cash Equivalents (Excluding Restricted Cash) $ 17,198 $ 17,198 $ 443 $ 443
+Added: Restricted Cash $ 37,875 $ 37,875 $ — $ —
Long-Term Debt (Excluding Debt Issuance Costs) $ 2,175,386 $ 2,785,556 $ 2,226,034 $ 2,376,594
−Removed: Cash and cash equivalents represent highly-liquid instruments and constitute Level 1 fair value measurements.
+Added: Cash and cash equivalents and restricted cash represent highly-liquid instruments and constitute Level 1 fair value measurements.
Certain of the Company’s debt is actively traded on a public market and, as a result, constitute Level 1 fair value measurements.
5 unchanged sentences
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.
−Removed: 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.
−Removed: In December 2020, CNX executed an offsetting $ 250,000 interest rate swap, effective immediately, which expires in April 2024.
+Added: This agreement expired in March 2024.
+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.
+Added: In December 2020, CNX executed an offsetting $ 250,000 interest rate swap.
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.
+Added: This agreement expired in April 2024.
CNX enters into financial derivative instruments (over-the-counter swaps) to manage its exposure to natural gas and NGL price fluctuations.
−Removed: Typically, CNX "sells" swaps under which it receives a fixed price from counterparties and pays a floating market price.
−Removed: In order to lock in certain margins while balancing its basis hedges, during the first quarter of 2022, CNX purchased, rather than sold, financial natural gas swaps for the period April through October of 2022.
−Removed: Under these purchased financial swaps, CNX pays a fixed price to, and receives a floating price from, its hedge counterparties.
−Removed: Purchased swaps have the effect of reducing total hedged volumes for the period of the swap.
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 applicable counterparty master agreements, if CNX's obligations with one 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.
−Removed: All of the Company's derivative instruments are
−Removed: subject to master netting arrangements with our counterparties.
+Added: However, as stated in the applicable counterparty master agreements, if CNX's obligations with one of its counterparties cease to be secured on the same basis as similar obligations with the other lenders under the CNX Credit Facility, CNX would have to post collateral for instruments in a liability position in excess of defined thresholds.
+Added: All of the Company's derivative instruments are subject to master netting arrangements with our counterparties.
CNX recognizes all financial derivative instruments as either assets or liabilities at fair value in the Consolidated Balance Sheets on a gross basis.
6 unchanged sentences
Natural Gas Basis Swaps (Bcf) 688.7 760.3 2028
−Removed: Propane Commodity Swaps (Mbbls) 81.0 $ — 2024
+Added: NGL Commodity Swaps (Mbbls) 351.0 81.0 2025
Interest Rate Swaps $ — $ 410,000 2024
2 unchanged sentences
Commodity Derivative Instruments:
−Removed: Commodity Swaps $ 168,532 $ 21,759
−Removed: Propane Swaps 1,003 —
−Removed: Basis Only Swaps 77,540 118,115
+Added: Natural Gas Commodity Swaps $ 45,336 $ 168,532
+Added: NGL Commodity Swaps 90 1,003
+Added: Natural Gas Basis Swaps 42,499 77,540
Interest Rate Swaps — 5,449
2 unchanged sentences
Commodity Derivative Instruments:
−Removed: Commodity Swaps $ 166,701 $ 42,786
−Removed: Basis Only Swaps 113,829 197,280
−Removed: Interest Rate Swaps — 4,865
+Added: Natural Gas Commodity Swaps $ 117,875 $ 166,701
+Added: Natural Gas Basis Swaps 42,308 113,829
Total Other Non-Current Assets $ 160,183 $ 280,530
1 unchanged sentence
Commodity Derivative Instruments:
−Removed: Commodity Swaps $ 47,279 $ 732,717
−Removed: Basis Only Swaps 9,473 38,559
+Added: Natural Gas Commodity Swaps $ 300,994 $ 47,279
+Added: NGL Commodity Swaps 839 —
+Added: Natural Gas Basis Swaps 52,788 9,473
Interest Rate Swaps — 4,350
2 unchanged sentences
Commodity Derivative Instruments:
−Removed: Commodity Swaps $ 484,357 $ 1,466,124
−Removed: Basis Only Swaps 42,197 47,370
−Removed: Interest Rate Swaps — 3,527
+Added: Natural Gas Commodity Swaps $ 364,662 $ 484,357
+Added: Natural Gas Basis Swaps 64,871 42,197
Total Non-Current Liabilities $ 429,533 $ 526,554
5 unchanged sentences
Natural Gas Basis Swaps 4,900 98,582 158,510
−Removed: Propane Swaps 1,877 — —
+Added: NGL Commodity Swaps 623 1,877 —
Total Realized Gain (Loss) on Commodity Derivative Instruments 281,195 * 163,026 ** ( 1,812,777 ) ***
−Removed: Unrealized Gain (Loss) on Commodity Derivative Instruments:
+Added: Unrealized (Loss) Gain on Commodity Derivative Instruments:
Natural Gas Commodity Swaps ( 286,567 ) 1,858,060 ( 922,424 )
Natural Gas Basis Swaps ( 165,566 ) ( 93,222 ) 71,426
−Removed: Propane Swaps 788 — —
−Removed: Total Unrealized Gain (Loss) on Commodity Derivative Instruments 1,765,626 ( 850,998 ) ( 1,093,717 )
−Removed: Gain (Loss) on Commodity Derivative Instruments:
+Added: NGL Commodity Swaps ( 1,467 ) 788 —
+Added: Total Unrealized (Loss) Gain on Commodity Derivative Instruments ( 453,600 ) 1,765,626 ( 850,998 )
+Added: (Loss) Gain on Commodity Derivative Instruments:
Natural Gas Commodity Swaps ( 10,895 ) 1,920,627 ( 2,893,711 )
Natural Gas Basis Swaps ( 160,666 ) 5,360 229,936
−Removed: Propane Swaps 2,665 — —
−Removed: Total Gain (Loss) on Commodity Derivative Instruments $ 1,928,652 $ ( 2,663,775 ) $ ( 1,632,733 )
−Removed: * Includes $ 6,741 of derivatives that have been settled but not received and $ 900 that have been settled but not paid at December 31, 2023, and excludes $ 77,662 of gas derivatives that were settled but not paid at December 31, 2022.
−Removed: ** Includes $ 77,662 of gas derivatives that were settled but not paid at December 31, 2022.
+Added: NGL Commodity Swaps ( 844 ) 2,665 —
+Added: Total (Loss) Gain on Commodity Derivative Instruments $ ( 172,405 ) $ 1,928,652 $ ( 2,663,775 )
+Added: * Includes $ 2,309 of commodity derivatives that have been settled but not received and $ 23,212 that have been settled but not paid at December 31, 2024, and excludes $ 6,741 of commodity derivatives that have been settled but not received and $ 900 that have been settled but not paid at December 31, 2023.
+Added: ** Includes $ 6,741 of commodity derivatives that have been settled but not received and $ 900 that have been settled but not paid at December 31, 2023, and excludes $ 77,662 of commodity derivatives that were settled but not paid at December 31, 2022.
+Added: *** Includes $ 77,662 of commodity derivatives that were settled but not paid at December 31, 2022.
The effect of interest rate swaps on Interest Expense in the Company's Consolidated Statements of Income was as follows:
15 unchanged sentences
On May 1, 2020, the court in the Murray Energy Corporation ("Murray") bankruptcy proceedings approved a settlement agreement between Murray and the UMWA that transferred to the UMWA 1992 Benefit Plan the Coal Act liabilities for retirees in Murray’s Section 9711 plan.
−Removed: The retirees transferred by Murray to the 1992 Benefit Plan include approximately
−Removed: 2,159 retirees allegedly traced to the December 2013 sale by CONSOL Energy Inc.
+Added: The retirees transferred by Murray to the 1992 Benefit Plan include approximately 2,159 retirees allegedly traced to the December 2013 sale by CONSOL Energy Inc.
to Murray Energy of the following possible last signatory operators:
2 unchanged sentences
("CONSOL'") in federal court contending that the Sold Subsidiaries were last signatory operators and that CNX and CONSOL are related persons to the Sold Subsidiaries and, as such, CNX and CONSOL are jointly and severally liable for the Coal Act health benefits allegedly owed to the eligible retirees traced to the Sold Subsidiaries.
−Removed: The 1992 Plan seeks, among other relief, a declaration that CNX and CONSOL are obligated to enroll the eligible retirees attributed to the Sold Subsidiaries in a Section 9711 Plan;
+Added: The 1992 Benefit Plan seeks, among other relief, a declaration that CNX and CONSOL are obligated to enroll the eligible retirees attributed to the Sold Subsidiaries in a Section 9711 plan;
that CNX and CONSOL are liable to post the security required by Section 9712;
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: On March 29, 2022, the Court denied the Defendants’ Motions to Dismiss and we are now defending this action on the merits.
−Removed: 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.
+Added: On March 29, 2022, the Court denied the Defendants’ Motions to Dismiss CNX and CONSOL are now defending this action on the merits.
+Added: Further, under the Separation and Distribution Agreement ("SDA") that was entered into at the time CNX spun-out its coal business in 2017, CONSOL agreed to indemnify CNX for all coal-related liabilities, including this lawsuit.
With respect to this matter, although a loss is possible, it is not probable, and accordingly no accrual has been recognized.
−Removed: On July 22, 2021, CNX received a letter from the UMWA 1974 Pension Plan requesting information related to the facts and circumstances surrounding the 2013 sale of certain of its coal subsidiaries to Murray Energy.
−Removed: The letter indicates that litigation related to potential withdrawal liabilities from the plan created by the 2019 bankruptcy of Murray Energy is reasonably foreseeable.
−Removed: At this time, no liability has been assessed.
−Removed: Under the Separation and Distribution Agreement that was entered into at the time we spun-out our coal business in 2017, CONSOL agreed to indemnify CNX for all coal-related liabilities including any potential withdrawal liabilities.
+Added: On July 22, 2021, CNX received a letter from the UMWA 1974 Pension Plan ("1974 Plan") requesting information related to the facts and circumstances surrounding the 2013 sale of certain of its coal subsidiaries to Murray Energy.
+Added: The letter indicated that litigation related to potential withdrawal liabilities from the plan created by the 2019 bankruptcy of Murray Energy was reasonably foreseeable and at that time, no liability had been assessed.
+Added: The 1974 Plan never issued an assessment to CNX.
+Added: Following a period of discovery, CNX and the 1974 Plan mediated the claim in February 2024.
+Added: By Agreement dated March 4, 2024, CNX settled the 1974 Plan claim for $ 75,000 which is payable over five-years with the initial payment made at the end of March 2024.
+Added: Under the SDA, CONSOL became successor-in-interest to the “Coal Business” and accepted and agreed to assume and be responsible for all “Coal Liabilities.” The assumed “Coal Liabilities” are defined broadly in the SDA and specifically include claims, like the 1974 Plan claim, arising under ERISA;
+Added: involving contributions or other obligations pursuant to any Benefits Plan;
+Added: and any withdraw liabilities.
+Added: CONSOL also unequivocally agreed to defend and indemnify CNX for all liabilities relating to, arising out of or resulting from any “Coal Liabilities.” CNX timely tendered the 1974 Plan claim to CONSOL for defense and indemnity in July 2021, which it denied.
+Added: CNX continued to demand indemnity from CONSOL including prior to, during and after the March 2024 mediation.
+Added: After CONSOL repudiated its contractual obligations to CNX, and after having timely fulfilled all SDA prerequisites for bringing the action, on March 7, 2024, CNX sued CONSOL for breach of contract seeking an order requiring CONSOL to indemnify CNX for the 1974 Plan claim settlement.
+Added: On November 8, 2024, the court granted CNX’s Motion for Partial Summary Judgment (the “Summary Judgment Grant”), finding that CONSOL is obligated to indemnify CNX for its settlement of the 1974 Plan claim and to reimburse CNX for its attorney’s fees and costs to defend and resolve the underlying 1974 Plan claim.
+Added: On December 31, 2024, CONSOL reimbursed CNX for the initial settlement payment made to the 1974 Plan, plus interest.
+Added: As of December 31, 2024, the present value of the $ 75,000 settlement, less initial payments made, is recognized in Other Liabilities in the Consolidated Balance Sheets with the current portion recognized in Other Accrued Liabilities.
+Added: A corresponding receivable was recognized in Other Non-Current assets in the Consolidated Balance Sheets as of December 31, 2024, with the current portion recognized in Other Receivables, net.
+Added: These balances may be adjusted from time to time, as appropriate, to reflect changes in circumstances.
At December 31, 2024, CNX has provided the following financial guarantees, unconditional purchase obligations, and letters of credit to certain third parties as described by major category in the following tables.
23 unchanged sentences
CNX enters into long-term unconditional purchase obligations to procure major equipment purchases, natural gas firm transportation, gas drilling services and other operating goods and services.
−Removed: These purchase obligations are not recorded in the
−Removed: Consolidated Balance Sheets.
+Added: These purchase obligations are not recorded in the Consolidated Balance Sheets.
As of December 31, 2024, the purchase obligations for each of the next five years and beyond are as follows:
8 unchanged sentences
The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments.
−Removed: The Company evaluates the performance of its reportable segments based on total revenue and other operating income and operating expenses directly attributable to that segment.
−Removed: Certain expenses are managed outside the reportable segments and therefore are not allocated.
−Removed: These expenses include, but are not limited to, interest expense and other corporate expenses such as selling, general and administrative costs.
−Removed: CNX's principal activity is to produce pipeline quality natural gas for sale primarily to gas wholesalers and the Company has two reportable segments that conducts those operations:
+Added: Operating segments are components of an enterprise for which discrete financial information is available and regularly evaluated by the Chief Operating Decision Maker (CODM) for resource allocation and performance assessment.
+Added: The company's CODM is its Chief Executive Officer and President.
+Added: The Company’s segment structure reflects the financial information and reports used by the CODM to make decisions regarding the Company’s business, including resource allocations and performance assessments, as well as the current operating focus in compliance with ASC 280, Segment Reporting.
+Added: In November 2023, the FASB issued ASU 2023-07 - Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures.
+Added: This ASU updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.
+Added: The amendments in this ASU are effective for public entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
+Added: The Company adopted ASU 2023-07 as of December 31, 2024.
+Added: The most significant provision of ASU 2023-07 that impacted the Company was the disclosure of the CODM and the requirement to disclose significant segment expenses that are regularly provided to the CODM.
+Added: CNX's principal activity is to produce pipeline quality natural gas for sale primarily to gas wholesalers, and the Company has two reportable segments that conduct those operations:
Shale and Coalbed Methane.
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, exploration and production related other costs, New Technologies, as well as various other expenses that are managed outside the reportable segments as discussed above.
−Removed: Operating profit for each segment is based on sales less identifiable operating and non-operating expenses.
−Removed: Industry segment results for the year ended December 31, 2023 are:
+Added: It also includes the Company's purchased gas activities, unrealized gain or loss on commodity derivative instruments, exploration and production related other costs, New Technologies, as well as various other expenses that are managed outside the reportable segments as discussed below.
+Added: The CODM evaluates the performance of the Company’s reportable segments using (Loss) Income Before Income Tax to assess segment performance primarily by comparing it across segments for the current period as well as for prior periods.
+Added: (Loss) Income Before Income Tax for each segment is based on revenue less identifiable operating and non-operating expenses.
+Added: Certain expenses are managed outside the reportable segments and therefore are not allocated.
+Added: These expenses include, but are not limited to, interest expense, other operating expense, and other corporate expenses such as selling, general and administrative costs.
+Added: Reportable segment results for the year ended December 31, 2024 are:
+Added: For the year ended December 31, 2024
Shale Coalbed
1 unchanged sentence
Natural Gas, NGLs and Oil Revenue $ 1,080,044 $ 105,119 $ 914 $ 1,186,077 (A)
+Added: Gain (Loss) on Commodity Derivative Instruments 260,395 20,675 ( 453,475 ) ( 172,405 )
Purchased Gas Revenue — — 59,467 59,467
−Removed: Gain on Commodity Derivative Instruments 151,408 11,554 1,765,690 1,928,652
Other Revenue and Operating Income 68,308 — 125,339 193,647 (B)
−Removed: Total Revenue and Other Operating Income $ 1,388,360 $ 142,317 $ 1,904,271 $ 3,434,948
−Removed: Total Operating Expense $ 746,050 $ 141,708 $ 304,351 $ 1,192,109
−Removed: Earnings Before Income Tax $ 642,310 $ 609 $ 1,580,006 $ 2,222,925
−Removed: Segment Assets $ 6,656,655 $ 948,795 $ 1,021,207 $ 8,626,657 (C)
+Added: Total Revenue and Other Operating Income (Loss) $ 1,408,747 $ 125,794 $ ( 267,755 ) $ 1,266,786
+Added: Lease Operating Expense 48,079 21,997 570 70,646
+Added: Transportation, Gathering and Compression 316,167 64,620 1,433 382,220
+Added: Production, Ad Valorem, and Other Fees 22,036 5,459 59 27,554
Depreciation, Depletion and Amortization 405,292 59,590 20,872 485,754
−Removed: $ 365,020 $ 50,052 $ 18,514 $ 433,586
−Removed: Capital Expenditures $ 629,631 $ 36,804 $ 12,969 $ 679,404
+Added: Interest Expense — — 150,594 150,594
+Added: Other Segment Items — — 270,380 270,380
+Added: Total Costs and Expenses $ 791,574 $ 151,666 $ 443,908 $ 1,387,148
+Added: Income (Loss) Before Income Tax $ 617,173 $ ( 25,872 ) $ ( 711,663 ) $ ( 120,362 )
(A) Included in Total Natural Gas, NGLs and Oil Revenue are sales of $ 134,909 to Citadel Energy Marketing LLC and $ 132,935 to NRG Business Marketing LLC (formerly Direct Energy Business Marketing LLC), each of which comprises over 10% of revenue from contracts with external customers for the period.
−Removed: (B) Includes midstream revenue of $ 66,559 and equity in earnings of unconsolidated affiliates of $ 2,942 for Shale and Other, respectively.
+Added: (B) Includes midstream revenue of $ 68,308 and equity in loss of unconsolidated affiliates of $ 1,314 for Shale and Other, respectively.
Other also includes sales of environmental attributes of $ 95,490 .
+Added: Other Segment Disclosures For the year ended December 31, 2024
+Added: Shale Coalbed
+Added: Methane Other Consolidated
+Added: Segment Assets $ 6,669,076 $ 920,742 $ 922,085 $ 8,511,903 (C)
+Added: Capital Expenditures $ 495,538 $ 29,329 $ 15,465 $ 540,332
(C) Includes investments in unconsolidated equity affiliates of $ 18,380 .
−Removed: Industry segment results for the year ended December 31, 2022 are:
+Added: Reportable segment results for the year ended December 31, 2023 are:
+Added: For the year ended December 31, 2023
Shale Coalbed
1 unchanged sentence
Natural Gas, NGLs and Oil Revenue $ 1,170,393 $ 130,763 $ 1,062 $ 1,302,218 (D)
+Added: Gain on Commodity Derivative Instruments 151,408 11,554 1,765,690 1,928,652
Purchased Gas Revenue — — 74,218 74,218
−Removed: Loss on Commodity Derivative Instruments ( 1,672,974 ) ( 139,131 ) ( 851,670 ) ( 2,663,775 )
Other Revenue and Operating Income 66,559 — 63,301 129,860 (E)
−Removed: Total Revenue and Other Operating Income (Loss) $ 1,731,321 $ 175,564 $ ( 645,674 ) $ 1,261,211
−Removed: Total Operating Expense $ 790,960 $ 131,426 $ 399,255 $ 1,321,641
−Removed: Earnings (Loss) Before Income Tax $ 940,361 $ 44,138 $ ( 1,196,446 ) $ ( 211,947 )
−Removed: Segment Assets $ 6,452,075 $ 959,126 $ 1,104,572 $ 8,515,773 (F)
+Added: Total Revenue and Other Operating Income $ 1,388,360 $ 142,317 $ 1,904,271 $ 3,434,948
+Added: Lease Operating Expense 43,740 19,942 ( 349 ) 63,333
+Added: Transportation, Gathering and Compression 315,653 65,470 811 381,934
+Added: Production, Ad Valorem, and Other Fees 21,636 6,244 66 27,946
Depreciation, Depletion and Amortization 365,020 50,052 18,514 433,586
−Removed: $ 388,641 $ 53,201 $ 19,373 $ 461,215
−Removed: Capital Expenditures $ 544,914 $ 15,043 $ 5,797 $ 565,754
−Removed: (D) 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.
+Added: Interest Expense — — 143,278 143,278
+Added: Other Segment Items — — 161,946 161,946
+Added: Total Costs and Expenses $ 746,049 $ 141,708 $ 324,266 $ 1,212,023
+Added: Income Before Income Tax $ 642,311 $ 609 $ 1,580,005 $ 2,222,925
+Added: (D) Included in Total Natural Gas, NGLs and Oil Revenue are sales of $ 180,039 to Citadel Energy Marketing LLC and $ 165,465 to NRG Business Marketing LLC (formerly Direct Energy Business Marketing LLC), each of which comprises over 10% of revenue from contracts with external customers for the period.
(E) Includes midstream revenue of $ 66,559 and equity in earnings of unconsolidated affiliates of $ 2,942 for Shale and Other, respectively.
+Added: includes sales of environmental attributes of $ 40,685
+Added: For the year ended December 31, 2023
+Added: Other Segment Disclosures Shale Coalbed
+Added: Methane Other Consolidated
+Added: Segment Assets $ 6,656,655 $ 948,795 $ 1,021,207 $ 8,626,657 (F)
+Added: Capital Expenditures $ 629,631 $ 36,804 $ 12,969 $ 679,404
(F) Includes investments in unconsolidated equity affiliates of $ 13,682 .
−Removed: Industry segment results for the year ended December 31, 2021 are:
+Added: Reportable segment results for the year ended December 31, 2022 are:
+Added: For the year ended December 31, 2022
Shale Coalbed
1 unchanged sentence
Natural Gas, NGLs and Oil Revenue $ 3,334,677 $ 314,695 $ 2,740 $ 3,652,112 (G)
−Removed: Purchased Gas Revenue — — 99,713 99,713
Loss on Commodity Derivative Instruments ( 1,672,974 ) ( 139,131 ) ( 851,670 ) ( 2,663,775 )
+Added: Purchased Gas Revenue — — 185,552 185,552
Other Revenue and Operating Income 69,618 — 17,704 87,322 (H)
Total Revenue and Other Operating Income (Loss) $ 1,731,321 $ 175,564 $ ( 645,674 ) $ 1,261,211
−Removed: Total Operating Expense $ 804,004 $ 117,900 $ 312,970 $ 1,234,874
−Removed: Earnings (Loss) Before Income Tax $ 773,730 $ 29,374 $ ( 1,439,617 ) $ ( 636,513 )
−Removed: Segment Assets $ 6,071,495 $ 1,047,851 $ 981,405 $ 8,100,751 (I)
+Added: Lease Operating Expense 49,589 17,375 ( 306 ) 66,658
+Added: Transportation, Gathering and Compression 319,423 49,058 1,179 369,660
+Added: Production, Ad Valorem, and Other Fees 33,307 11,792 ( 134 ) 44,965
Depreciation, Depletion and Amortization 388,641 53,201 19,373 461,215
−Removed: $ 440,024 $ 58,602 $ 16,492 $ 515,118
−Removed: Capital Expenditures $ 453,603 $ 10,880 $ 1,378 $ 465,861
−Removed: (G) 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: Interest Expense — — 127,689 127,689
+Added: Other Segment Items — — 402,971 402,971
+Added: Total Costs and Expenses $ 790,960 $ 131,426 $ 550,772 $ 1,473,158
+Added: Income (Loss) Before Income Tax $ 940,361 $ 44,138 $ ( 1,196,446 ) $ ( 211,947 )
+Added: (G) Included in Total Natural Gas, NGLs and Oil Revenue are sales of $ 453,501 to Direct Energy Business Marketing LLC, which comprises over 10%
+Added: of revenue from contracts with external customers for the period.
(H) Includes midstream revenue of $ 69,618 and equity in earnings of unconsolidated affiliates of $ 1,412 for Shale and Other, respectively.
+Added: For the year ended December 31, 2022
+Added: Other Segment Disclosures Shale Coalbed
+Added: Methane Other Consolidated
+Added: Segment Assets $ 6,452,075 $ 959,126 $ 1,104,572 $ 8,515,773 (I)
+Added: Capital Expenditures $ 544,914 $ 15,043 $ 5,797 $ 565,754
(I) Includes investments in unconsolidated equity affiliates of $ 11,714 .
4 unchanged sentences
Total Segment Revenue from Contracts with External Customers $ 1,313,852 $ 1,442,995 $ 3,907,282
−Removed: Gain (Loss) on Commodity Derivative Instruments 1,928,652 ( 2,663,775 ) ( 1,632,733 )
+Added: (Loss) Gain on Commodity Derivative Instruments ( 172,405 ) 1,928,652 ( 2,663,775 )
Other Operating Income 125,339 63,301 17,704
1 unchanged sentence
$ 1,266,786 $ 3,434,948 $ 1,261,211
+Added: NOTE 22— SUBSEQUENT EVENT:
+Added: On January 27, 2025, the Company completed the acquisition of the natural gas upstream and associated midstream business of Apex Energy II, LLC, a portfolio company of funds managed by Carnelian Energy Capital Management, L.P., in the Appalachian Basin (“the Apex Transaction") for total cash consideration of approximately $ 505,000 subject to certain post-closing adjustments, including an effective date of October 1, 2024.
+Added: The Apex Transaction strategically expands CNX's existing stacked Marcellus and Utica undeveloped leasehold in the CPA region and provides an existing infrastructure footprint that can be leveraged for future development.
+Added: Additionally, CNX expects operational and other development synergies to add incremental value to the core business in the coming years.
+Added: The accounting for the Apex Transaction is incomplete as of the date of filing due to the limited time since the closing date.
+Added: The Company will provide additional disclosures in future filings.
+Added: On January 21, 2025, the Company closed on a private offering of $ 200,000 aggregate principal amount of additional 7.25 % senior notes due 2032 (the "New Notes") at a price of 100.5 % of par, plus accrued interest from September 1, 2024 to the date of closing.
+Added: The New Notes were issued as additional notes under that certain indenture, dated February 23, 2014 (the "Indenture"), pursuant to which CNX previously issued $ 400,000 aggregate principal amount of 7.25 % senior notes due 2032 (the "Initial Notes") (See Note 12 – Long-Term Debt).
+Added: The New Notes are guaranteed by all of CNX's restricted subsidiaries that guarantee the CNX Credit Facility (see Note 10 – Revolving Credit Facilities) and will have identical terms as the Initial Notes, other than the issue date, the initial offering price and the first interest payment date, and the New Notes and the Initial Notes will be treated as a single class of securities under the Indenture and will vote together as a single class.
+Added: CNX intends to use the net proceeds of the sale of the New Notes for general corporate purposes, including funding a portion of the costs associated with the Apex Transaction
NOTE 23— SUPPLEMENTAL GAS DATA (unaudited):
24 unchanged sentences
(*) Includes costs incurred whether capitalized or expensed.
−Removed: (**) Includes development costs for midstream of $ 47 million, $ 38 million and $ 35 million for 2023, 2022 and 2021, respectively.
+Added: (**) Includes development costs for midstream of $ 23,135 , $ 46,814 and $ 38,418 for the years ended December 31, 2024, 2023 and 2022, respectively.
Results of Operations for Producing Activities:
3 unchanged sentences
Realized Gain (Loss) on Commodity Derivative Instruments 281,195 163,026 ( 1,812,777 )
−Removed: Unrealized Gain (Loss) on Commodity Derivative Instruments 1,765,626 ( 850,998 ) ( 1,093,717 )
+Added: Unrealized (Loss) Gain on Commodity Derivative Instruments ( 453,600 ) 1,765,626 ( 850,998 )
Purchased Gas Revenue 59,467 74,218 185,552
7 unchanged sentences
Total Costs 1,031,868 987,170 1,136,179
−Removed: Pre-tax Operating Income (Loss) 2,317,918 37,710 ( 402,553 )
−Removed: Income Tax Expense (Benefit) 523,849 12,444 ( 87,354 )
+Added: Pre-tax Operating Income 41,271 2,317,918 37,710
+Added: Income Tax Expense 10,235 523,849 12,444
Results of Operations for Producing Activities excluding Corporate and Interest Costs
41 unchanged sentences
The technical employee responsible for overseeing the preparation of the reserve estimates is a registered professional engineer in the state of West Virginia with over 20 years of experience in the oil and gas industry.
−Removed: The Company’s gas reserves results, which are reported in Note 22 – Supplemental Gas Data for the year ended December 31, 2023 Form 10-K, were audited by independent petroleum engineers, Netherland, Sewell & Associates, Inc.
+Added: The Company’s gas reserves results, which are reported in Note 23 – Supplemental Gas Data for the year ended December 31, 2024 in this Form 10-K, were audited by independent petroleum engineers, Netherland, Sewell & Associates, Inc.
The technical person primarily responsible for overseeing the audit of the Company's reserves is a registered professional engineer in the state of Texas with over 21 years of experience in the oil and gas industry.
13 unchanged sentences
Production ( 514,668 ) ( 7,410 ) ( 206 ) ( 560,366 )
+Added: Sales of Reserves In-Place ( 146,936 ) ( 3,196 ) ( 363 ) ( 168,288 )
Balance December 31, 2023 (a) 7,922,992 134,711 1,581 8,740,742
18 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 2021 are partly due to changes in our five-year development plan that were driven by acreage consolidation initiatives.
−Removed: These initiatives resulted in 267 Bcfe being removed.
−Removed: 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.
−Removed: The remaining 20 Bcfe was removed due to risk in well development.
−Removed: 60 Bcfe was removed due to the five-year rule.
−Removed: 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.
−Removed: (c) The downward revisions in 2022 are partly due to changes in our five-year development plan that were driven by our continued focus on optimizing the development timing of our assets.
+Added: (b) The downward revisions in 2022 are partly due to changes in our five-year development plan that were driven by our continued focus on optimizing the development timing of our assets.
These initiatives resulted in 298 Bcfe being removed.
1 unchanged sentence
Additionally, there was a 24 Bcfe reduction as a result of net performance revisions.
−Removed: (d) The downward revisions in 2023 are partly due to changes in our five-year development plan that were driven by development optimization initiatives where wells were shifted into the future.
−Removed: These initiatives resulted in 169 Bcfe being
+Added: (c) The downward revisions in 2023 are partly due to changes in our five-year development plan that were driven by development optimization initiatives where wells were shifted into the future.
+Added: These initiatives resulted in 169 Bcfe being removed.
Additional downward revisions of 710 Bcfe are due to the wells not being developed within five years of their original booking.
2 unchanged sentences
The 467 Bcfe contains 146 Bcfe of reserves associated with wells that fell out due to price and were uneconomic but are in 2023 due to improved performance.
+Added: (d) The downward revisions in 2024 are partly due to changes in our five-year development plan that were driven by development optimization initiatives where wells were shifted into the future.
+Added: These initiatives resulted in 189 Bcfe being removed.
+Added: Additional downward revisions of 284 Bcfe are due to the wells not being developed within five years of their original booking.
+Added: Additionally, there were negative revisions of 65 Bcfe due to performance and 87 Bcfe due to wells that that were uneconomic.
(e) Extensions and Discoveries in 2022, 2023, and 2024 are due to the addition of wells on the Company’s Shale acreage more than one offset location away with continued use of reliable technology.
3 unchanged sentences
Total proved extensions and discoveries are a combination of proved developed and proved undeveloped reserves;
−Removed: and, extensions and discoveries for proven developed reserves are associated with non-operated assets and exploratory wells.
+Added: and extensions and discoveries for proven developed reserves are associated with non-operated assets, operated assets and exploratory wells.
In 2024, 2023, and 2022, the Company added 252 Bcfe, 42 Bcfe and 23 Bcfe, respectively, related to exploratory and non-operated wells.
12 unchanged sentences
These initiatives resulted in 189 Bcfe being removed.
−Removed: (c) The upward revisions of 467 Bcfe are from increased production performance related to producing offset locations, leasing activities and performance revisions related to wells that fell out for price, but performance resulted in them being in our 2023 reserves.
−Removed: (d) Extensions and discoveries are due mainly to the addition of 336 Bcfe related to 16 Marcellus wells within our Southwest Pennsylvania and Central Pennsylvania operations and 204 Bcfe related to 9 Utica wells within our Central Pennsylvania and Southwest Pennsylvania operations.
+Added: (c) The downward revision of 43 Bcfe are from positive performance revisions of 44 Bcfe and a negative revision of 87 Bcfe due to uneconomic wells, which resulted in them falling out of our 2024 reserves.
+Added: (d) Extensions and discoveries are due mainly to the addition of 522 Bcfe related to 22 Marcellus wells within our Southwest Pennsylvania and Central Pennsylvania operations and 502 Bcfe related to 40 Utica wells within our Central 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.
7 unchanged sentences
These reasons constitute the specific circumstances that exist to continue recognizing these reserves for CNX.
−Removed: The following table indicates the changes to the Company’s suspended exploratory well costs:
−Removed: For the Years Ended December 31,
−Removed: 2023 2022 2021
−Removed: Balance, Beginning of Period $ — $ — $ 9,062
−Removed: Additions to Capitalized Exploratory Well Costs Pending the Determination of Proved Reserves — — —
−Removed: Reclassifications to Wells, Facilities and Equipment Based on the Determination of Proved Reserves — — —
−Removed: Capitalized Exploratory Well Costs Charged to Expense — — ( 9,062 )
−Removed: Balance, End of Period $ — $ — $ —
−Removed: During the year-ended December 31, 2021, the Company determined it would be more economical to access the underlying reserves from a different location and the costs associated with this well were recorded to Exploration and Production Related Other Costs in the Consolidated Statements of Income.
+Added: During the years ended December 31, 2024, 2023 and 2022, there have been no additions, reclassifications or capitalization of suspended exploratory well costs.
CNX proved natural gas reserves are located in the United States.
50 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.