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CONSOL Energy Inc

For the period ended Sep 30, 2024. Filed Nov 5, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 5, 2024

CNR$79.31+5.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-08-08.

0001710366-24-000018

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-09-30; filed 2024-11-05.

0001710366-24-000031

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 200 previous paragraphs and 208 current paragraphs.

133 unchanged; 58 reworded; 13 added; 6 removed; 3 previous and 4 current paragraphs rearranged.

Tables are not compared: 19 previous and 19 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (13)

Current report

On August 20, 2024, the Company and Mountain Range Merger Sub Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), entered into an agreement and plan of merger (the “Merger Agreement”) with Arch Resources, Inc. (“Arch”) which provides for the combination of the Company and Arch in an all-stock merger transaction. Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Arch (the “Merger”), with Arch thereafter being a wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement, each share of Class A common stock, par value $0.01 per share, of Arch (the “Arch Class A common stock”) and Class B common stock, par value $0.01 per share, of Arch (the “Arch Class B common stock” and together with the Arch Class A common stock, the “Arch common stock”) will be automatically converted into the right to receive, without interest, 1.326 shares of common stock, par value $0.01 per share, of the Company (the “CONSOL common stock”) (with cash in lieu of fractional shares). Consummation of the Merger is subject to the satisfaction or waiver of certain customary closing conditions, including approval by the Company's stockholders and approval by Arch's stockholders. See Note 17 to the Consolidated Financial Statements for more information on the Merger Agreement and the Merger.

Current report

Results of Operations: Nine Months Ended September 30, 2024 Compared with the Nine Months Ended September 30, 2023

Current report

On a consolidated basis, general and administrative costs were $78 million for the nine months ended September 30, 2024, compared to $80 million for the nine months ended September 30, 2023. The $2 million decrease in the period-to-period comparison was primarily related to decreased incentive-based compensation expense incurred in the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This was partially offset by transaction costs related to the Merger.

Current report

Operational Performance: Nine Months Ended September 30, 2024 Compared with the Nine Months Ended September 30, 2023

Current report

The declaration and payment of dividends by CONSOL Energy is at the discretion of CONSOL Energy's Board of Directors. The Revolving Credit Facility includes certain covenants limiting the Company's ability to declare and pay dividends. In addition, under the Merger Agreement, the Company is permitted to pay quarterly dividends of no more than $0.25 per share to its stockholders during the pendency of the Merger.

Current report

On November 5, 2024, CONSOL Energy announced a $0.25/share dividend in an aggregate amount of approximately $7 million, payable on November 26, 2024 to all stockholders of record as of November 15, 2024.

Current report

•the ability to obtain the requisite approvals for the Merger;

Current report

•the risk that an event, change or other circumstances could give rise to the termination of the Merger Agreement;

Current report

•the risk that a condition to closing of the Merger may not be satisfied on a timely basis or at all;

Current report

•the length of time necessary to close the proposed Merger;

Current report

•the risk that the businesses of the Company and Arch will not be integrated successfully after the closing of the Merger;

Current report

•the risk that the anticipated benefits of the Merger may not be realized or may take longer to realize than expected;

Current report

•the risk of litigation related to the proposed Merger; and
Removed paragraphs (6)

Previous report

On March 26, 2024, a container ship struck a support column of the Francis Scott Key Bridge in Baltimore, Maryland causing it to collapse. The United States Coast Guard established a safety zone for all navigable waters of the Chesapeake Bay within a 2,000-yard radius around the Francis Scott Key Bridge. As a result, vessel access in and out of the CONSOL Marine Terminal, which is located in the Port of Baltimore, was suspended. During this time, our team worked diligently to minimize the disruption to our business and address direct and indirect impacts to the Company and its operations, including moving coal through an alternative port on the East Coast of the United States, accelerating domestic shipments and managing ongoing expenditures. Our inability to ship coal to our customers from the CONSOL Marine Terminal temporarily negatively impacted our business, financial condition and results of operations.

Previous report

On May 20, 2024, after a successful refloat and removal of the container ship that collided with the Francis Scott Key Bridge, a limited access channel in the Chesapeake Bay was opened to commercial vessel traffic. That same day, the CONSOL Marine Terminal resumed coal shipments to international markets. The permanent 700-foot wide, 50-foot deep channel was fully restored and opened to normal operations on June 10, 2024. We do not anticipate any further impact to the Company and its operations in future quarters as a result of the Francis Scott Key Bridge collapse.

Previous report

Results of Operations: Six Months Ended June 30, 2024 Compared with the Six Months Ended June 30, 2023

Previous report

On a consolidated basis, general and administrative costs were $42 million for the six months ended June 30, 2024, compared to $42 million for the six months ended June 30, 2023.

Previous report

Operational Performance: Six Months Ended June 30, 2024 Compared with the Six Months Ended June 30, 2023

Previous report

The declaration and payment of dividends by CONSOL Energy is at the discretion of CONSOL Energy's Board of Directors, and no assurance can be given that CONSOL Energy will return to declaring and paying dividends in the future. The determination to pay dividends in the future will depend upon, among other things, general business conditions, CONSOL Energy's financial results, shareholder return priorities, contractual or legal restrictions regarding the payment of dividends and such other factors as the Board of Directors deems relevant. Certain of the Company's financing arrangements may limit CONSOL Energy's ability to pay dividends and repurchase stock based on certain covenants.
Reworded paragraphs (58)

Previous wording

•Itmann Mining Complex: Construction of the Itmann No. 5 Mine, located in Wyoming County, West Virginia, began in the second half of 2019; development mining began in April 2020, but the pace of the project was intentionally slowed to minimize capital spending due to the uncertainties surrounding the COVID-19 pandemic. The coal preparation plant was commissioned during the third quarter of 2022 and shipped its first train in October 2022. The operation continued its ramp up progress in 2023 with a focus on mains development and increasing staffing levels, both of which are needed for the long-term viability of the mine. The Company anticipates approximately 900 thousand tons per year of high-quality, low-vol coking coal production from the Itmann No. 5 Mine once it achieves its full run rate, with an anticipated mine life of 30+ years. The preparation plant also includes a rail loadout and the capability for processing up to an additional 750 thousand to 1 million saleable tons annually from third parties and mining of our surrounding reserves. This additional processing revenue provides an avenue of growth for the Company.

Current wording

•Itmann Mining Complex: Construction of the Itmann No. 5 Mine, located in Wyoming County, West Virginia, began in the second half of 2019; development mining began in April 2020, and the coal preparation plant commenced shipments in October 2022. The operation continued its ramp up progress in 2023 and 2024 with a focus on mains development and increasing staffing levels, both of which are needed for the long-term viability of the mine. The Company anticipates approximately 900 thousand tons per year of high-quality, low-vol coking coal production from the Itmann No. 5 Mine once it achieves its full run rate, with an anticipated mine life of 30+ years. The preparation plant also includes a rail loadout and the capability for processing up to an additional 750 thousand to 1 million saleable tons annually from third parties and mining of our surrounding reserves. This additional processing revenue provides an avenue of growth for the Company.

Previous wording

Our management team uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability. The metrics include: (i) adjusted EBITDA, a non-GAAP financial measure; (ii) coal production, sales volumes and average coal revenue per ton; (iii) cost of coal sold, a non-GAAP financial measure; (iv) cash cost of coal sold, a non-GAAP financial measure; (v) average cash cost of coal sold per ton, an operating ratio derived from non-GAAP financial measures; and (vi) average cash margin per ton sold, an operating ratio derived from non-GAAP financial measures.

Current wording

Our management team uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability. The metrics include: (i) adjusted EBITDA, a non-GAAP financial measure; (ii) coal production, sales volumes and average coal revenue per ton sold; (iii) cost of coal sold, a non-GAAP financial measure; (iv) cash cost of coal sold, a non-GAAP financial measure; (v) average cash cost of coal sold per ton, an operating ratio derived from non-GAAP financial measures; and (vi) average cash margin per ton sold, an operating ratio derived from non-GAAP financial measures.

Previous wording

We define adjusted EBITDA as (i) net income (loss) plus income taxes, interest expense and depreciation, depletion and amortization, as adjusted for (ii) certain non-cash items, such as stock-based compensation and loss on debt extinguishment. The GAAP measure most directly comparable to adjusted EBITDA is net income (loss).

Current wording

We define adjusted EBITDA as (i) net income (loss) plus income taxes, interest expense and depreciation, depletion and amortization, as adjusted for (ii) certain non-cash items, such as stock-based compensation and loss on debt extinguishment and (iii) certain one-time transactions, such as merger-related expenses. The GAAP measure most directly comparable to adjusted EBITDA is net income (loss).

Previous wording

On a consolidated basis, coal revenue for the three months ended June 30, 2024 was $409 million, which consisted of $384 million from the Pennsylvania Mining Complex and $25 million from the Itmann Mining Complex. The $409 million of coal revenue was sold into the following markets: $219 million into power generation, $130 million into industrial, and $60 million into metallurgical. The Company had consolidated coal revenue of $541 million for the three months ended June 30, 2023, which consisted of $521 million from the Pennsylvania Mining Complex and $20 million from the Itmann Mining Complex. The $541 million of coal revenue was sold into the following markets: $241 million into power generation, $217 million into industrial, and $83 million into metallurgical. See “Operational Performance” for further information about segment results.

Current wording

On a consolidated basis, coal revenue for the three months ended September 30, 2024 was $463 million, which consisted of $440 million from the Pennsylvania Mining Complex and $23 million from the Itmann Mining Complex. The $463 million of coal revenue was sold into the following markets: $227 million into power generation, $152 million into industrial, and $84 million into metallurgical. The Company had consolidated coal revenue of $450 million for the three months ended September 30, 2023, which consisted of $431 million from the Pennsylvania Mining Complex and $19 million from the Itmann Mining Complex. The $450 million of coal revenue was sold into the following markets: $206 million into power generation, $181 million into industrial, and $63 million into metallurgical. See “Operational Performance” for further information about segment results.

Previous wording

The Company’s Terminal revenue consists of fees charged for coal loaded at the CONSOL Marine Terminal, which is located in the Port of Baltimore, Maryland, and provides access to international coal markets. Terminal revenues are generated from providing transloading services from rail to vessel or barge, temporary storage or stockpile facilities, as well as blending, weighing, and sampling. Terminal revenues were $12 million for the three months ended June 30, 2024, compared to $31 million for the three months ended June 30, 2023. See “Operational Performance - CONSOL Marine Terminal Analysis” for further information about segment results.

Current wording

The Company’s Terminal revenue consists of fees charged for coal loaded at the CONSOL Marine Terminal, which is located in the Port of Baltimore, Maryland, and provides access to international coal markets. Terminal revenues are generated from providing transloading services from rail to vessel or barge, temporary storage or stockpile facilities, as well as blending, weighing, and sampling. Terminal revenues were $24 million for the three months ended September 30, 2024, compared to $23 million for the three months ended September 30, 2023. See “Operational Performance - CONSOL Marine Terminal Analysis” for further information about segment results.

Previous wording

The Company recognizes freight revenue as the amount billed to customers for transportation costs incurred. This revenue is based on the weight of coal shipped, negotiated freight rates and method of transportation, primarily rail, used by the customers to which the Company contractually provides transportation services to move its coal from the mine to the ultimate sales point. Freight revenue is completely offset by freight expense. Freight revenue and freight expense were both $66 million for the three months ended June 30, 2024, compared to $82 million for the three months ended June 30, 2023.

Current wording

The Company recognizes freight revenue as the amount billed to customers for transportation costs incurred. This revenue is based on the weight of coal shipped, negotiated freight rates and method of transportation, primarily rail, used by the customers to which the Company contractually provides transportation services to move its coal from the mine to the ultimate sales point. Freight revenue is completely offset by freight expense. Freight revenue and freight expense were both $63 million for the three months ended September 30, 2024, compared to $68 million for the three months ended September 30, 2023.

Previous wording

Miscellaneous other income was $13 million for the three months ended June 30, 2024, compared to $7 million for the three months ended June 30, 2023. The change is due to the following items:

Current wording

Miscellaneous other income was $25 million for the three months ended September 30, 2024, compared to $28 million for the three months ended September 30, 2023. The change is due to the following items:

Previous wording

Contract buyout income was primarily the result of partial contract buyouts that involved negotiations with customers to reduce coal quantities that they otherwise were obligated to purchase under contracts in exchange for payment of certain fees to the Company and did not impact forward contract terms.

Current wording

Contract assessment income was primarily the result of penalties and fees levied against customers that did not meet the purchase obligations under their contracts with the Company. This amount also includes partial contract buyouts that involved negotiations with customers to reduce coal quantities that they otherwise were obligated to purchase under contracts in exchange for payment of certain fees to the Company and did not impact forward contract terms.

Previous wording

Carbon products and materials revenue increased due to additional investments in coal-to-product businesses led by CONSOL Innovations LLC, our wholly-owned subsidiary.

Current wording

Carbon products and materials revenue increased due to additional investments in December 2023 in coal-to-product businesses led by CONSOL Innovations LLC, our wholly-owned subsidiary.

Previous wording

On a consolidated basis, operating and other costs were $288 million for the three months ended June 30, 2024, compared to $277 million for the three months ended June 30, 2023. Operating and other costs increased in the period-to-period comparison due to the following items:

Current wording

On a consolidated basis, operating and other costs were $304 million for the three months ended September 30, 2024, compared to $276 million for the three months ended September 30, 2023. Operating and other costs increased in the period-to-period comparison due to the following items:

Previous wording

Operating costs for the Pennsylvania Mining Complex include items such as direct operating costs, royalties and production taxes and direct administration costs. In the period-to-period comparison, operating costs - PAMC decreased $4 million, primarily due to a reduced operating schedule during the first half of the current quarter as a result of the Francis Scott Key Bridge collapse, which limited our export capabilities. See “Operational Performance - PAMC Analysis” for further information on segment operating costs.

Current wording

Operating costs for the Pennsylvania Mining Complex include items such as direct operating costs, royalties and production taxes and direct administration costs. In the period-to-period comparison, operating costs - PAMC increased $10 million, primarily due to additional production volumes in the current quarter, as the PAMC increased its operating schedules during the third quarter of 2024 to meet additional demand. See “Operational Performance - PAMC Analysis” for further information on segment operating costs.

Previous wording

Operating costs for the Itmann Mining Complex primarily consist of costs related to produced tons sold and costs incurred to purchase third-party metallurgical coal to blend with Itmann coal. Operating costs - Itmann Mining Complex include items such as direct operating costs, royalties and production taxes and direct administration costs. The $8 million increase in operating costs - Itmann Mining Complex was primarily due to an increase in the volume of produced and purchased coal as the operations continued to ramp up toward full run-rate production.

Current wording

Operating costs for the Itmann Mining Complex primarily consist of costs related to produced tons sold and costs incurred to purchase third-party metallurgical coal to blend with Itmann coal. Operating costs - Itmann Mining Complex include items such as direct operating costs, royalties and production taxes and direct administration costs. The $12 million increase in operating costs - Itmann Mining Complex was primarily due to an increase in the volume of produced and purchased coal as the operations continued to ramp up toward full run-rate production.

Previous wording

Other costs consist of items that are not related to the Company's mining or terminal operations. Other costs increased $5 million in the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The increase was primarily attributable to $2 million of additional costs related to new investments in businesses led by CONSOL Innovations LLC, particularly the production of composite tools used in the aerospace industry, as well as other expenses incurred in the current quarter across various categories, none of which were individually material.

Current wording

Other costs consist of items that are not related to the Company's mining or terminal operations. Other costs increased $4 million in the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase was primarily attributable to $2 million of additional costs related to businesses led by CONSOL Innovations LLC, particularly the production of composite tools used in the aerospace industry, as well as other expenses incurred in the current quarter across various categories, none of which were individually material.

Previous wording

On a consolidated basis, depreciation, depletion and amortization costs were $112 million for the six months ended June 30, 2024, compared to $124 million for the six months ended June 30, 2023. The $12 million decrease was primarily due to additional assets becoming fully-depreciated, lower units-of-production depreciation expense from reduced tonnage, and a decrease in the Company's asset retirement obligation expense in the period-to-period comparison.

Current wording

On a consolidated basis, depreciation, depletion and amortization costs were $53 million for the three months ended September 30, 2024, compared to $59 million for the three months ended September 30, 2023. The $6 million decrease was primarily due to additional assets becoming fully-depreciated in the period-to-period comparison.

Previous wording

On a consolidated basis, general and administrative costs were $21 million for the three months ended June 30, 2024, compared to $25 million for the three months ended June 30, 2023. The $4 million decrease in the period-to-period comparison was primarily related to decreased expense under the long-term incentive compensation plan incurred in the three months ended June 30, 2024 compared to the three months ended June 30, 2023, primarily due to fluctuations in the Company's share price during each of the respective periods.

Current wording

On a consolidated basis, general and administrative costs were $36 million for the three months ended September 30, 2024, compared to $37 million for the three months ended September 30, 2023. The $1 million decrease in the period-to-period comparison was primarily related to decreased incentive-based compensation expense incurred in the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This was partially offset by transaction costs related to the Merger.

Previous wording

On a consolidated basis, interest expense, net of amounts capitalized, was $5 million for the three months ended June 30, 2024, compared to $7 million for the three months ended June 30, 2023. The $2 million decrease in the period-to-period comparison was primarily due to less debt outstanding, as the Company fully retired its Term Loan B and Second Lien Notes in 2023.

Current wording

On a consolidated basis, interest expense, net of amounts capitalized, was $5 million for the three months ended September 30, 2024, compared to $7 million for the three months ended September 30, 2023. The $2 million decrease in the period-to-period comparison was primarily due to less debt outstanding, as the Company fully retired its Second Lien Notes in July 2023.

Previous wording

Coal production was 5.6 million tons for the three months ended June 30, 2024, compared to 6.3 million tons for the three months ended June 30, 2023. Vessel access to, and export capability from, the CONSOL Marine Terminal was restricted on March 26, 2024 after the Francis Scott Key Bridge collapsed. As a result, the operating schedules at the PAMC mines were reduced during the first half of the current quarter, which led to the decreased production in the period-to-period comparison.

Current wording

Coal production was 7.2 million tons for the three months ended September 30, 2024, compared to 6.1 million tons for the three months ended September 30, 2023. During the second quarter of 2024, operations at the CONSOL Marine Terminal were paused due to the collapse of the Francis Scott Key Bridge, which in turn led to reduced operating schedules at the PAMC mines. During the current quarter, the PAMC worked diligently to increase its operating schedules to meet market demand, which resulted in the increased production in the period-to-period comparison.

Previous wording

Adjusted EBITDA for the three months ended June 30, 2024 was $138 million, compared to $270 million for the three months ended June 30, 2023. The decrease was primarily attributable to a $14.44 decrease in average coal revenue per ton sold, as well as a 0.6 million decrease in tons sold and a $3.49 increase in the average cash cost of coal sold per ton. The decrease in average coal revenue per ton sold was primarily due to weaker API2 prices quarter-over-quarter, which put downward pressure on the Company's realizations in the second quarter of 2024, and higher incremental transportation costs. These transportation costs were incurred due to the Company's utilization of an alternative port because access to the CONSOL Marine Terminal was suspended as a result of the Francis Scott Key Bridge collapse. These downward pressures were partially offset by stronger PJM West day ahead power prices, specifically due to warmer-than-normal temperatures in the PJM region in June 2024. Given the reduced export capability as a result of the Francis Scott Key Bridge collapse that occurred on March 26, 2024, the PAMC placed 2.9 million tons of coal, or 51% of its total tons sold, into the export market in the three months ended June 30, 2024. Comparatively, in the three months ended June 30, 2023, the PAMC placed 4.3 million tons of coal, or 68% of its total tons sold, into the export market.

Current wording

Adjusted EBITDA for the three months ended September 30, 2024 was $174 million, compared to $184 million for the three months ended September 30, 2023. The decrease was primarily attributable to a $6.06 decrease in average coal revenue per ton sold, partially offset by a 0.7 million increase in tons sold and a $2.51 decrease in the average cash cost of coal sold per ton. The decrease in average coal revenue per ton sold was primarily due to weaker API2 prices quarter-over-quarter, which put downward pressure on the Company's realizations in the third quarter of 2024. The PAMC placed 4.2 million tons of coal, or 61% of its total tons sold, into the export market in the three months ended September 30, 2024. Comparatively, in the three months ended September 30, 2023, the PAMC placed 3.7 million tons of coal, or 60% of its total tons sold, into the export market.

Previous wording

Cash cost of coal sold was $230 million for the three months ended June 30, 2024, compared to $234 million for the three months ended June 30, 2023. The decrease in the cash cost of coal sold was primarily due to the reduced operating schedule during the first half of the current quarter as a result of the Francis Scott Key Bridge collapse, which limited our export capabilities. The average cash cost of coal sold per ton increased in the period-to-period comparison due to lower sales tons to absorb fixed costs on a per ton basis, as well as ongoing inflationary pressures on supplies, maintenance costs and contractor labor costs compared to the prior-year period.

Current wording

Cash cost of coal sold was $245 million for the three months ended September 30, 2024, compared to $235 million for the three months ended September 30, 2023. The increase in the cash cost of coal sold was primarily due to increased production tons in order to meet market demand. The average cash cost of coal sold per ton decreased in the period-to-period comparison due to higher sales tons to absorb fixed costs on a per ton basis compared to the prior-year period.

Previous wording

As a result of the bridge collapse, throughput volumes and revenue from those volumes were interrupted until May 20, 2024. The Company used this downtime to perform several maintenance projects originally scheduled to occur during the summer shutdown period. Accordingly, adjusted EBITDA for the six months ended June 30, 2024 was $22 million, compared to $44 million for the six months ended June 30, 2023. Throughput volumes at the CONSOL Marine Terminal were 6.8 million tons for the six months ended June 30, 2024, compared to 9.9 million tons for the six months ended June 30, 2023. CONSOL Marine Terminal revenue was $37 million for the six months ended June 30, 2024, compared to $58 million for the six months ended June 30, 2023.

Current wording

Adjusted EBITDA for the three months ended September 30, 2024 was $16 million, compared to $15 million for the three months ended September 30, 2023. Throughput volumes at the CONSOL Marine Terminal were 4.7 million tons for the three months ended September 30, 2024, compared to 4.3 million tons for the three months ended September 30, 2023. CONSOL Marine Terminal revenue was $24 million for the three months ended September 30, 2024, compared to $23 million for the three months ended September 30, 2023.

Previous wording

On a consolidated basis, coal revenue for the six months ended June 30, 2024 was $857 million, which consisted of $801 million from the Pennsylvania Mining Complex and $56 million from the Itmann Mining Complex. The $857 million of coal revenue was sold into the following markets: $444 million into power generation, $283 million into industrial, and $130 million into metallurgical. The Company had consolidated coal revenue of $1,125 million for the six months ended June 30, 2023, which consisted of $1,085 million from the Pennsylvania Mining Complex and $40 million from the Itmann Mining Complex. The $1,125 million of coal revenue was sold into the following markets: $541 million into power generation, $410 million into industrial, and $174 million into metallurgical. See “Operational Performance” for further information about segment results.

Current wording

On a consolidated basis, coal revenue for the nine months ended September 30, 2024 was $1,320 million, which consisted of $1,240 million from the Pennsylvania Mining Complex and $80 million from the Itmann Mining Complex. The $1,320 million of coal revenue was sold into the following markets: $671 million into power generation, $434 million into industrial, and $215 million into metallurgical. The Company had consolidated coal revenue of $1,574 million for the nine months ended September 30, 2023, which consisted of $1,516 million from the Pennsylvania Mining Complex and $58 million from the Itmann Mining Complex. The $1,574 million of coal revenue was sold into the following markets: $747 million into power generation, $590 million into industrial, and $237 million into metallurgical. See “Operational Performance” for further information about segment results.

Previous wording

The Company’s Terminal revenue consists of fees charged for coal loaded at the CONSOL Marine Terminal, which is located in the Port of Baltimore, Maryland, and provides access to international coal markets. Terminal revenues are generated from providing transloading services from rail to vessel or barge, temporary storage or stockpile facilities, as well as blending, weighing, and sampling. Terminal revenues were $37 million for the six months ended June 30, 2024, compared to $58 million for the six months ended June 30, 2023. See“Operational Performance - CONSOL Marine Terminal Analysis” for further information about segment results.

Current wording

The Company’s Terminal revenue consists of fees charged for coal loaded at the CONSOL Marine Terminal, which is located in the Port of Baltimore, Maryland, and provides access to international coal markets. Terminal revenues are generated from providing transloading services from rail to vessel or barge, temporary storage or stockpile facilities, as well as blending, weighing, and sampling. Terminal revenues were $60 million for the nine months ended September 30, 2024, compared to $81 million for the nine months ended September 30, 2023. See“Operational Performance - CONSOL Marine Terminal Analysis” for further information about segment results.

Previous wording

The Company recognizes freight revenue as the amount billed to customers for transportation costs incurred. This revenue is based on the weight of coal shipped, negotiated freight rates and method of transportation, primarily rail, used by the customers to which the Company contractually provides transportation services to move its coal from the mine to the ultimate sales point. Freight revenue is completely offset by freight expense. Freight revenue and freight expense were both $135 million for the six months ended June 30, 2024, compared to $149 million for the six months ended June 30, 2023.

Current wording

The Company recognizes freight revenue as the amount billed to customers for transportation costs incurred. This revenue is based on the weight of coal shipped, negotiated freight rates and method of transportation, primarily rail, used by the customers to which the Company contractually provides transportation services to move its coal from the mine to the ultimate sales point. Freight revenue is completely offset by freight expense. Freight revenue and freight expense were both $199 million for the nine months ended September 30, 2024, compared to $217 million for the nine months ended September 30, 2023.

Previous wording

Miscellaneous other income was $30 million for the six months ended June 30, 2024, compared to $12 million for the six months ended June 30, 2023. The change is due to the following items:

Current wording

Miscellaneous other income was $55 million for the nine months ended September 30, 2024, compared to $40 million for the nine months ended September 30, 2023. The change is due to the following items:

Previous wording

Carbon products and materials revenue increased due to additional investments in coal-to-product businesses led by CONSOL Innovations LLC, our wholly-owned subsidiary.

Current wording

Carbon products and materials revenue increased due to additional investments in December 2023 in coal-to-product businesses led by CONSOL Innovations LLC, our wholly-owned subsidiary.

Previous wording

On a consolidated basis, operating and other costs were $581 million for the six months ended June 30, 2024, compared to $537 million for the six months ended June 30, 2023. Operating and other costs increased in the period-to-period comparison due to the following items:

Current wording

On a consolidated basis, operating and other costs were $885 million for the nine months ended September 30, 2024, compared to $814 million for the nine months ended September 30, 2023. Operating and other costs increased in the period-to-period comparison due to the following items:

Previous wording

Operating costs for the Pennsylvania Mining Complex include items such as direct operating costs, royalties and production taxes and direct administration costs. In the period-to-period comparison, operating costs - PAMC increased $17 million, primarily due to additional costs associated with ongoing inflationary pressures, partially offset by lower costs in the second quarter of 2024 as a result of the reduced operating schedule following the Francis Scott Key Bridge collapse. See“Operational Performance - PAMC Analysis” for further information on segment operating costs.

Current wording

Operating costs for the Pennsylvania Mining Complex include items such as direct operating costs, royalties and production taxes and direct administration costs. In the period-to-period comparison, operating costs - PAMC increased $27 million, primarily due to additional costs associated with ongoing inflationary pressures. See“Operational Performance - PAMC Analysis” for further information on segment operating costs.

Previous wording

Operating costs for the Itmann Mining Complex primarily consist of costs related to produced tons sold and costs incurred to purchase third-party metallurgical coal to blend with Itmann coal. Operating costs - Itmann Mining Complex include items such as direct operating costs, royalties and production taxes and direct administration costs. The $20 million increase in operating costs - Itmann Mining Complex was primarily due to an increase in the volume of produced and purchased coal as the operations continued to ramp up toward full run-rate production.

Current wording

Operating costs for the Itmann Mining Complex primarily consist of costs related to produced tons sold and costs incurred to purchase third-party metallurgical coal to blend with Itmann coal. Operating costs - Itmann Mining Complex include items such as direct operating costs, royalties and production taxes and direct administration costs. The $32 million increase in operating costs - Itmann Mining Complex was primarily due to an increase in the volume of produced and purchased coal as the operations continued to ramp up toward full run-rate production.

Previous wording

Employee-related legacy liability expense increased $5 million in the period-to-period comparison primarily due to the impact of changes in actuarial assumptions made at the beginning of each year. See Note 3 - Components of Pension and Other Post-Employment Benefit (OPEB) Plans Net Periodic Benefit Costs and Note 4 - Components of Coal Workers' Pneumoconiosis (CWP) and Workers' Compensation Net Periodic Benefit Costs in the Notes to the Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.

Current wording

Employee-related legacy liability expense increased $8 million in the period-to-period comparison primarily due to the impact of changes in actuarial assumptions made at the beginning of each year. See Note 3 - Components of Pension and Other Post-Employment Benefit (OPEB) Plans Net Periodic Benefit Costs and Note 4 - Components of Coal Workers' Pneumoconiosis (CWP) and Workers' Compensation Net Periodic Benefit Costs in the Notes to the Consolidated Financial Statements in Item 1 of this Form 10-Q for additional information.

Previous wording

Other costs consist of items that are not related to the Company's mining or terminal operations. Other costs increased $3 million in the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The increase was primarily attributable to $4 million of additional costs related to new investments in businesses led by CONSOL Innovations LLC, particularly the production of composite tools used in the aerospace industry, as well as other expenses incurred in both periods across various categories, none of which were individually material.

Current wording

Other costs consist of items that are not related to the Company's mining or terminal operations. Other costs increased $7 million in the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was primarily attributable to $6 million of additional costs related to businesses led by CONSOL Innovations LLC, particularly the production of composite tools used in the aerospace industry, as well as other expenses incurred in both periods across various categories, none of which were individually material.

Previous wording

On a consolidated basis, depreciation, depletion and amortization costs were $55 million for the three months ended June 30, 2024, compared to $65 million for the three months ended June 30, 2023. The $10 million decrease was primarily due to additional assets becoming fully-depreciated, lower units-of-production depreciation expense from reduced tonnage, and a decrease in the Company's asset retirement obligation expense in the period-to-period comparison.

Current wording

On a consolidated basis, depreciation, depletion and amortization costs were $165 million for the nine months ended September 30, 2024, compared to $183 million for the nine months ended September 30, 2023. The $18 million decrease was primarily due to additional assets becoming fully-depreciated and a decrease in the Company's asset retirement obligation expense in the period-to-period comparison.

Previous wording

On a consolidated basis, interest expense, net of amounts capitalized, was $10 million for the six months ended June 30, 2024, compared to $17 million for the six months ended June 30, 2023. The $7 million decrease in the period-to-period comparison was primarily due to less debt outstanding, as the Company fully retired its Term Loan B and Second Lien Notes in 2023.

Current wording

On a consolidated basis, interest expense, net of amounts capitalized, was $15 million for the nine months ended September 30, 2024, compared to $24 million for the nine months ended September 30, 2023. The $9 million decrease in the period-to-period comparison was primarily due to less debt outstanding, as the Company fully retired its Term Loan B and Second Lien Notes in 2023.

Previous wording

(1) Adjusted EBITDA is a non-GAAP financial measure, and average cash cost of coal sold per ton and average cash margin per ton sold are operating ratios derived from non-GAAP financial measures. See“How We Evaluate Our Operations - Reconciliation of Non-GAAP Financial Measures” above for an explanation and reconciliation of these amounts to the nearest GAAP measures.

Current wording

(1) Adjusted EBITDA is a non-GAAP financial measure, and average cash cost of coal sold per ton and average cash margin per ton sold are operating ratios derived from non-GAAP financial measures. See“How We Evaluate Our

Previous wording

Coal production was 12.1 million tons for the six months ended June 30, 2024, compared to 13.4 million tons for the six months ended June 30, 2023. The PAMC's coal production decreased in the period-to-period comparison. Vessel access to, and export capability from, the CONSOL Marine Terminal was restricted on March 26, 2024 after the Francis Scott Key Bridge collapsed. As a result, the operating schedules at the PAMC mines were reduced during the first half of the second quarter of 2024.

Current wording

Coal production was 19.3 million tons for the nine months ended September 30, 2024, compared to 19.5 million tons for the nine months ended September 30, 2023. The PAMC's coal production decreased in the period-to-period comparison. Vessel access to, and export capability from, the CONSOL Marine Terminal was restricted on March 26, 2024 after the Francis Scott Key Bridge collapsed. As a result, the operating schedules at the PAMC mines were reduced during the first half of the second quarter of 2024. However, operating schedules were increased in the third quarter of 2024 to meet market demand, which partially offset some of the tonnage lost while operations at the CONSOL Marine Terminal were paused.

Previous wording

Adjusted EBITDA for the six months ended June 30, 2024 was $308 million, compared to $601 million for the six months ended June 30, 2023. The decrease was primarily attributable to a $15.23 decrease in average coal revenue per ton sold, as well as a 1.3 million decrease in tons sold and a $5.11 increase in the average cash cost of coal sold per ton. The decrease in average coal revenue per ton sold was primarily due to weaker API2 and natural gas prices year-over-year, which put downward pressure on the Company's realizations in 2024, and higher incremental transportation costs. These transportation costs were incurred due to the Company's utilization of an alternative port because access to the CONSOL Marine Terminal was suspended as a result of the Francis Scott Key Bridge collapse. In addition, after a modest rebound in the fourth quarter of 2023, demand for the Company's product in the power generation markets was muted during the first quarter of 2024 due to mild winter weather which caused weaker commodity prices both domestically and globally. These downward pressures were partially offset by stronger PJM West day ahead power prices in the second quarter of 2024, specifically due to the warmer-than-normal temperatures in the PJM region in June 2024. Despite the reduced export capability as a result of the Francis Scott Key Bridge collapse that occurred on March 26, 2024, the PAMC placed 6.6 million tons of coal, or 55% of its total tons sold, into the export market in the six months ended June 30, 2024. Comparatively, in the six months ended June 30, 2023, the PAMC placed 8.2 million tons of coal, or 62% of its total tons sold, into the export market.

Current wording

Adjusted EBITDA for the nine months ended September 30, 2024 was $482 million, compared to $785 million for the nine months ended September 30, 2023. The decrease was primarily attributable to a $12.46 decrease in average coal revenue per ton sold, as well as a 0.5 million decrease in tons sold and a $2.40 increase in the average cash cost of coal sold per ton. The decrease in average coal revenue per ton sold was primarily due to weaker API2 and natural gas prices year-over-year, which put downward pressure on the Company's realizations in 2024, and higher incremental transportation costs. These transportation costs were incurred due to the Company's utilization of an alternative port because access to the CONSOL Marine Terminal was suspended as a result of the Francis Scott Key Bridge collapse. In addition, after a modest rebound in the fourth quarter of 2023, demand for the Company's product in the power generation markets was muted during the first quarter of 2024 due to mild winter weather which caused weaker commodity prices both domestically and globally. These downward pressures were partially offset by stronger PJM West day ahead power prices in the second and third quarters of 2024, specifically due to the warmer-than-normal temperatures in the PJM region. Despite the reduced export capability as a result of the Francis Scott Key Bridge collapse that occurred on March 26, 2024, the PAMC placed 10.7 million tons of coal, or 57% of its total tons sold, into the export market in the nine months ended September 30, 2024. Comparatively, in the nine months ended September 30, 2023, the PAMC placed 11.8 million tons of coal, or 61% of its total tons sold, into the export market.

Previous wording

Cash cost of coal sold was $473 million for the six months ended June 30, 2024, compared to $456 million for the six months ended June 30, 2023. The increase in the cash cost of coal sold and average cash cost of coal sold per ton was primarily due to ongoing inflationary pressures on supplies, maintenance costs and contractor labor costs compared to the prior-year period, as well as lower sales tons to absorb fixed costs on a per ton basis in the period-to-period comparison.

Current wording

Cash cost of coal sold was $718 million for the nine months ended September 30, 2024, compared to $691 million for the nine months ended September 30, 2023. The increase in the cash cost of coal sold and average cash cost of coal sold per ton was primarily due to ongoing inflationary pressures on supplies, maintenance costs and contractor labor costs compared to the prior-year period, as well as lower sales tons to absorb fixed costs on a per ton basis in the period-to-period comparison.

Previous wording

As a result of the bridge collapse, throughput volumes and revenue from those volumes were interrupted until May 20, 2024. The Company used this downtime to perform several maintenance projects originally scheduled to occur during the summer shutdown period. Accordingly, adjusted EBITDA for the three months ended June 30, 2024 was $5 million, compared to $24 million for the three months ended June 30, 2023. Throughput volumes at the CONSOL Marine Terminal were 2.3 million tons for the three months ended June 30, 2024, compared to 5.4 million tons for the three months ended June 30, 2023. CONSOL Marine Terminal revenue was $12 million for the three months ended June 30, 2024, compared to $31 million for the three months ended June 30, 2023.

Current wording

As a result of the bridge collapse, throughput volumes and revenue from those volumes were interrupted until May 20, 2024. The Company used this downtime to perform several maintenance projects originally scheduled to occur during the summer shutdown period. Accordingly, adjusted EBITDA for the nine months ended September 30, 2024 was $38 million, compared to $59 million for the nine months ended September 30, 2023. Throughput volumes at the CONSOL Marine Terminal were 11.5 million tons for the nine months ended September 30, 2024, compared to 14.2 million tons for the nine months ended September 30, 2023. CONSOL Marine Terminal revenue was $60 million for the nine months ended September 30, 2024, compared to $81 million for the nine months ended September 30, 2023.

Previous wording

During the six months ended June 30, 2024, the Company generated cash flows from operating activities of approximately $194 million and utilized a portion of operating cash flows to repurchase outstanding shares of the Company's common stock. Our total liquidity as of June 30, 2024 was comprised of the following:

Current wording

During the nine months ended September 30, 2024, the Company generated cash flows from operating activities of approximately $355 million and utilized a portion of operating cash flows to repurchase outstanding shares of the Company's common stock. Our total liquidity as of September 30, 2024 was comprised of the following:

Previous wording

Uncertainty in the financial markets brings additional potential risks to CONSOL Energy. These risks include a reduction of our ability to raise capital in the equity markets, less availability and higher costs of additional credit and potential counterparty defaults. Overall market disruptions, including as a result of recent or additional bank failures, rising interest rates and sustained high inflation, may impact the Company's collection of trade receivables. As a result, CONSOL Energy regularly monitors the creditworthiness of its customers and counterparties and manages credit exposure through payment terms, credit limits, prepayments and security.

Current wording

Uncertainty in the financial markets brings additional potential risks to CONSOL Energy. These risks include a reduction of our ability to raise capital in the equity markets, less availability and higher costs of additional credit and potential counterparty defaults. Overall market disruptions, including as a result of recent or additional bank failures, high interest rates and sustained high inflation, may impact the Company's collection of trade receivables. As a result, CONSOL Energy regularly monitors the creditworthiness of its customers and counterparties and manages credit exposure through payment terms, credit limits, prepayments and security.

Previous wording

CONSOL Energy participates in the United Mine Workers of America (the “UMWA”) Combined Benefit Fund and the UMWA 1992 Benefit Plan for which benefits are reflected in the Company's consolidated financial statements when paid. These benefit arrangements may result in additional liabilities that are not recognized on the Consolidated Balance Sheet at June 30, 2024. The various multi-employer benefit plans are discussed in Note 17—Other Employee Benefit Plans in the Notes to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. CONSOL Energy's total contributions under the Coal Industry Retiree Health Benefit Act of 1992 were $2 million and $2 million for the six months ended June 30, 2024 and 2023, respectively. Based on available information at December 31, 2023, CONSOL Energy's aggregate obligation for the UMWA Combined Benefit Fund and 1992 Benefit Plan is estimated to be approximately $33 million. CONSOL Energy also uses a combination of surety bonds, corporate guarantees and letters of credit to secure its financial obligations for employee-related, environmental, performance and various other items which are not reflected on the Consolidated Balance Sheet at June 30, 2024. Management believes these items will expire without being funded. See Note 13—Commitments and Contingent Liabilities in the Notes to the Consolidated Financial Statements included in Item 1 of this Form 10-Q for additional details of the various financial guarantees that have been issued by CONSOL Energy.

Current wording

CONSOL Energy participates in the United Mine Workers of America (the “UMWA”) Combined Benefit Fund and the UMWA 1992 Benefit Plan for which benefits are reflected in the Company's consolidated financial statements when paid. These benefit arrangements may result in additional liabilities that are not recognized on the Consolidated Balance Sheet at September 30, 2024. The various multi-employer benefit plans are discussed in Note 17—Other Employee Benefit Plans in the Notes to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. CONSOL Energy's total contributions under the Coal Industry Retiree Health Benefit Act of 1992 were $2 million and $3 million for the nine months ended September 30, 2024 and 2023, respectively. Based on available information at December 31, 2023, CONSOL Energy's aggregate obligation for the UMWA Combined Benefit Fund and 1992 Benefit Plan is estimated to be approximately $33 million. CONSOL Energy also uses a combination of surety bonds, corporate guarantees and letters of credit to secure its financial obligations for employee-related, environmental, performance and various other items which are not reflected on the Consolidated Balance Sheet at September 30, 2024. Management believes these items will expire without being funded. See Note 13—Commitments and Contingent Liabilities in the Notes to the Consolidated Financial Statements included in Item 1 of this Form 10-Q for additional details of the various financial guarantees that have been issued by CONSOL Energy.

Showing the first 40 of 58 pairs. Open the source sections for the rest.

Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

Operating costs - Terminal primarily consist of costs related to throughput tons at the CONSOL Marine Terminal, which remained consistent in the period-to-period comparison. See “Operational Performance - CONSOL Marine Terminal Analysis” for further information on segment operating costs.

Current report — wording carried from elsewhere

Contract assessment income was primarily the result of penalties and fees levied against customers that did not meet the purchase obligations under their contracts with the Company. This amount also includes partial contract buyouts that involved negotiations with customers to reduce coal quantities that they otherwise were obligated to purchase under contracts in exchange for payment of certain fees to the Company and did not impact forward contract terms.

Current report — wording carried from elsewhere

Operations - Reconciliation of Non-GAAP Financial Measures” above for an explanation and reconciliation of these amounts to the nearest GAAP measures.

Current report — wording carried from elsewhere

CONSOL Energy to acquire any particular amount of its common stock or notes, and the program can be modified or suspended at any time at the Company’s discretion. The program is conducted in compliance with applicable legal requirements imposed by any credit agreement, receivables purchase agreement or indenture.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

Operating costs - Terminal primarily consist of costs related to throughput tons at the CONSOL Marine Terminal, which decreased $1 million in the period-to-period comparison. Despite reduced throughput activity due to restricted access to the CONSOL Marine Terminal during the first half of the current quarter, the team accelerated its annual summer maintenance during this time to allow for the ability to load and ship vessels during the railroads' and mining operations' planned summer shutdown period. See “Operational Performance - CONSOL Marine Terminal Analysis” for further information on segment operating costs.

Previous report — wording carried elsewhere

Interest income increased primarily due to the Company's investment in marketable debt securities, comprised of highly liquid U.S. Treasury securities.

Previous report — wording carried elsewhere

Vessel access to, and export capability from, the CONSOL Marine Terminal was restricted on March 26, 2024 after the Francis Scott Key Bridge collapsed. Management worked diligently to minimize the disruption to our business and address direct and indirect impacts to the Company and its operations, including moving coal through an alternative port on the East Coast of the United States, accelerating domestic shipments and managing ongoing expenditures. On May 20, 2024, a limited access channel in the Chesapeake Bay was opened to commercial vessel traffic and coal shipments to international markets resumed from the CONSOL Marine Terminal. The permanent 700-foot wide, 50-foot deep channel was fully restored and opened to normal operations on June 10, 2024.