CONSOL Energy (CEIX) - 2021 Q3 - Quarterly Report

Part I. Financial Information Item 1. Financial Statements This section presents CONSOL Energy Inc.'s unaudited consolidated financial statements for the three and nine months ended September 30, 2021 and 2020, including statements of income, comprehensive income, balance sheets, stockholders' equity, and cash flows, along with detailed notes explaining the basis of presentation, significant transactions, revenue recognition, and other financial details Consolidated Statements of Income Net Loss Attributable to CONSOL Energy Inc. Stockholders | Period | 2021 (Thousands) | 2020 (Thousands) | | :----- | :--------------- | :--------------- | | 3 Months Ended Sep 30 | $(113,789) | $(7,224) | | 9 Months Ended Sep 30 | $(83,213) | $(22,840) | Total Revenue and Other Income | Period | 2021 (Thousands) | 2020 (Thousands) | | :----- | :--------------- | :--------------- | | 3 Months Ended Sep 30 | $149,012 | $243,219 | | 9 Months Ended Sep 30 | $778,322 | $697,036 | Unrealized Loss on Commodity Derivative Instruments | Period | 2021 (Thousands) | 2020 (Thousands) | | :----- | :--------------- | :--------------- | | 3 Months Ended Sep 30 | $(147,306) | $— | | 9 Months Ended Sep 30 | $(167,743) | $— | Consolidated Statements of Comprehensive Income Comprehensive Loss Attributable to CONSOL Energy Inc. Stockholders | Period | 2021 (Thousands) | 2020 (Thousands) | | :----- | :--------------- | :--------------- | | 3 Months Ended Sep 30 | $(110,040) | $(3,238) | | 9 Months Ended Sep 30 | $(71,174) | $(14,421) | Consolidated Balance Sheets Key Balance Sheet Items | Item | Sep 30, 2021 (Thousands) | Dec 31, 2020 (Thousands) | | :-------------------------- | :----------------------- | :----------------------- | | Total Assets | $2,589,747 | $2,523,366 | | Total Liabilities | $2,105,167 | $1,969,847 | | Total Equity | $484,580 | $553,519 | | Cash and Cash Equivalents | $161,981 | $50,850 | Consolidated Statements of Stockholders' Equity Total Equity | Date | Amount (Thousands) | | :--- | :----------------- | | December 31, 2020 | $553,519 | | September 30, 2021 | $484,580 | Consolidated Statements of Cash Flows Cash Flow Summary (Nine Months Ended Sep 30) | Activity | 2021 (Thousands) | 2020 (Thousands) | | :-------------------------------- | :--------------- | :--------------- | | Net Cash Provided by Operating Activities | $253,143 | $62,388 | | Net Cash Used in Investing Activities | $(91,603) | $(57,405) | | Net Cash Used in Financing Activities | $(84) | $(62,992) | Notes to Consolidated Financial Statements The notes provide detailed explanations of the accounting policies, significant transactions, and financial instrument disclosures, covering areas such as the CCR Merger, revenue recognition, pension costs, income taxes, and long-term debt NOTE 1—BASIS OF PRESENTATION - The financial statements are prepared in accordance with GAAP for interim financial information and Form 10-Q instructions, with all necessary adjustments included[44] - Management does not expect ASU 2021-04, effective after December 15, 2021, to have a material impact on the Company's financial statements[47] NOTE 2—MAJOR TRANSACTIONS - The CCR Merger was completed on December 30, 2020, resulting in CONSOL Energy issuing 7,967,690 common shares to acquire outstanding CCR units for an implied consideration of $51.71 million[53] - The CCR Merger was accounted for as an equity transaction, reducing noncontrolling interest and increasing common stock and capital in excess of par value, with no gain or loss recognized in the income statement[55] - A settlement transaction with Murray Energy was finalized on September 16, 2020, resolving disputes and resulting in $4.871 million in Other Receivables, net, and $19.156 million in Other Assets, net, as of September 30, 2021[58] NOTE 3—REVENUE Total Revenue from Contracts with Customers | Period | 2021 (Thousands) | 2020 (Thousands) | | :----- | :--------------- | :--------------- | | 3 Months Ended Sep 30 | $292,016 | $214,292 | | 9 Months Ended Sep 30 | $925,998 | $610,688 | - Coal revenue is disaggregated into domestic (typically fixed-price, longer-term contracts) and export (spot or shorter-term, market-index-based pricing) categories, reflecting different pricing and contract characteristics[61] - Freight revenue, which is fully offset by freight expense, is recognized when coal title passes to the customer, covering transportation costs to the sales point[68] NOTE 4—MISCELLANEOUS OTHER INCOME Miscellaneous Other Income | Item | 3 Months Sep 30, 2021 (Thousands) | 3 Months Sep 30, 2020 (Thousands) | 9 Months Sep 30, 2021 (Thousands) | 9 Months Sep 30, 2020 (Thousands) | | :----------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Royalty Income - Non-Operated Coal | $2,821 | $2,241 | $5,095 | $9,638 | | Interest Income | $737 | $76 | $2,406 | $442 | | Rental Income | $256 | $255 | $716 | $1,077 | | Contract Buyout | $— | $— | $— | $40,969 | | Sale of Certain Coal Lease Contracts | $— | $17,847 | $— | $17,847 | | Other | $467 | $582 | $1,287 | $1,134 | | Total Miscellaneous Other Income | $4,281 | $21,001 | $9,504 | $71,107 | - The decrease in miscellaneous other income for the nine months ended September 30, 2021, was primarily due to the non-recurrence of contract buyout income and sales of coal lease contracts that occurred in 2020[71][72] NOTE 5—COMPONENTS OF PENSION AND OTHER POST-EMPLOYMENT BENEFIT (OPEB) PLANS NET PERIODIC BENEFIT COSTS - For the nine months ended September 30, 2021, lump sum payments exceeded projected service and interest costs, triggering settlement accounting and resulting in a $22 thousand expense and a $1.009 million reduction in pension liability[75] NOTE 6—COMPONENTS OF COAL WORKERS' PNEUMOCONIOSIS (CWP) AND WORKERS' COMPENSATION NET PERIODIC BENEFIT COSTS Net Periodic Benefit Cost (Nine Months Ended Sep 30) | Benefit Type | 2021 (Thousands) | 2020 (Thousands) | | :------------- | :--------------- | :--------------- | | CWP | $13,151 | $12,310 | | Workers' Compensation | $5,245 | $7,389 | NOTE 7—INCOME TAXES Income Tax (Benefit) Expense | Period | 2021 (Thousands) | 2020 (Thousands) | | :----- | :--------------- | :--------------- | | 3 Months Ended Sep 30 | $(40,258) | $5,918 | | 9 Months Ended Sep 30 | $(43,966) | $143 | - The effective tax rate for both periods differed from the U.S. federal statutory rate of 21% primarily due to the income tax benefit for excess percentage depletion, partially offset by tax expense related to compensation[79][80] NOTE 8—CREDIT LOSSES - The Company adopted ASU 2016-013, Financial Instruments - Credit Losses (Topic 326), on January 1, 2020, recording a cumulative-effect adjustment to retained earnings of $3.298 million, net of taxes[83] Allowance for Credit Losses on Receivables | Item | Dec 31, 2020 (Thousands) | Sep 30, 2021 (Thousands) | | :---------------- | :----------------------- | :----------------------- | | Trade Receivables | $4,426 | $4,360 | | Other Receivables | $4,710 | $8,682 | | Other Assets | $1,661 | $2,690 | | Total | $10,797 | $15,732 | NOTE 9—INVENTORIES Inventory Components | Item | Sep 30, 2021 (Thousands) | Dec 31, 2020 (Thousands) | | :---------- | :----------------------- | :----------------------- | | Coal | $8,521 | $7,163 | | Supplies | $47,494 | $49,037 | | Total Inventories | $56,015 | $56,200 | NOTE 10—ACCOUNTS RECEIVABLE SECURITIZATION - The securitization facility, with a maximum of $100 million, had no outstanding borrowings and $24.306 million in letters of credit outstanding as of September 30, 2021, leaving no unused capacity[96] - The facility's maturity date was extended from August 30, 2021, to March 27, 2023[93] NOTE 11—PROPERTY, PLANT AND EQUIPMENT Total Property, Plant and Equipment, Net | Date | Amount (Thousands) | | :--- | :----------------- | | September 30, 2021 | $1,998,957 | | December 31, 2020 | $2,049,062 | - Amortization expense for assets under finance leases was $6.409 million for the three months and $21.456 million for the nine months ended September 30, 2021[99] NOTE 12—OTHER ACCRUED LIABILITIES Total Other Accrued Liabilities | Date | Amount (Thousands) | | :--- | :----------------- | | September 30, 2021 | $382,910 | | December 31, 2020 | $223,154 | - Commodity Derivatives liability increased significantly to $144.094 million at September 30, 2021, from $0 at December 31, 2020[100] NOTE 13—LONG-TERM DEBT Long-Term Debt | Date | Amount (Thousands) | | :--- | :----------------- | | September 30, 2021 | $597,697 | | December 31, 2020 | $566,858 | - The Company issued $75 million in 9.00% PEDFA Solid Waste Disposal Revenue Bonds in April 2021, maturing in April 2051[102][113] - As of September 30, 2021, the Company was in compliance with all financial covenants under its Senior Secured Credit Facilities, with a maximum first lien gross leverage ratio of 1.12:1.00, a maximum total net leverage ratio of 1.64:1.00, and a minimum fixed charge coverage ratio of 1.67:1.00[106] - Interest rate swaps, designated as cash flow hedges, resulted in unrealized gains of $390 thousand (net of tax) for the three months and $1.195 million (net of tax) for the nine months ended September 30, 2021[116] NOTE 14—COMMITMENTS AND CONTINGENT LIABILITIES - The Company is involved in various legal proceedings, including the Fitzwater and Casey litigations concerning retiree health care benefits, and a dispute with the UMWA 1992 Benefit Plan regarding Coal Act liabilities[119][120][121] Financial Guarantees and Commitments (September 30, 2021) | Type | Total Amounts Committed (Thousands) | | :-------------------- | :---------------------------------- | | Total Letters of Credit | $183,990 | | Total Surety Bonds | $625,692 | | Other Guarantees | $6,889 | NOTE 15—DERIVATIVES - The Company uses interest rate swaps to manage interest rate risk on long-term debt and coal-related financial contracts to manage exposure to coal prices[130][131] Unrealized Loss on Commodity Derivative Instruments | Period | Amount (Thousands) | | :----- | :--------------- | | 3 Months Ended Sep 30, 2021 | $(147,306) | | 9 Months Ended Sep 30, 2021 | $(167,743) | - As of September 30, 2021, the Company held coal-related financial contracts for a notional volume of 2.0 million metric tons, settling in 2022[131] NOTE 16—FAIR VALUE OF FINANCIAL INSTRUMENTS - The Company measures fair value using a three-level hierarchy, with Level 2 inputs (observable inputs like LIBOR-based discount rates) used for interest rate swaps and coal commodity contracts[141] Fair Value of Long-Term Debt | Date | Carrying Amount (Thousands) | Fair Value (Thousands) | | :--- | :-------------------------- | :--------------------- | | September 30, 2021 | $635,201 | $647,978 | | December 31, 2020 | $610,510 | $517,862 | NOTE 17—SEGMENT INFORMATION - CONSOL Energy operates two reportable segments: the Pennsylvania Mining Complex (PAMC) and the CONSOL Marine Terminal, with an 'Other' segment for corporate and diversified activities[146] Adjusted EBITDA by Segment (Three Months Ended Sep 30) | Segment | 2021 (Thousands) | 2020 (Thousands) | | :-------------------- | :--------------- | :--------------- | | PAMC | $69,492 | $45,272 | | CONSOL Marine Terminal | $7,319 | $11,342 | | Other | $(10,247) | $11,684 | | Consolidated | $66,564 | $68,298 | Adjusted EBITDA by Segment (Nine Months Ended Sep 30) | Segment | 2021 (Thousands) | 2020 (Thousands) | | :-------------------- | :--------------- | :--------------- | | PAMC | $246,943 | $135,732 | | CONSOL Marine Terminal | $30,244 | $32,556 | | Other | $(19,491) | $(2,811) | | Consolidated | $257,696 | $165,477 | NOTE 18—RELATED PARTY TRANSACTIONS - Following the CCR Merger on December 30, 2020, CONSOL Coal Resources became an indirect wholly-owned subsidiary of CONSOL Energy[154] - Prior to the merger, CONSOL Energy provided services to CCR, with total charges of $2.776 million for the three months and $9.142 million for the nine months ended September 30, 2020[156] NOTE 19—STOCK AND DEBT REPURCHASES - The Board of Directors approved a stock and debt repurchase program with an aggregate limit of $320 million, extended until December 31, 2022[158] - During the nine months ended September 30, 2021, the Company spent $17.092 million to retire $18.040 million of its 11.00% Senior Secured Second Lien Notes[160] - No shares of common stock were repurchased under this program during the nine months ended September 30, 2021 and 2020[160] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the Company's financial condition and operational results, highlighting the impact of the COVID-19 pandemic, business segments, key performance metrics, and a detailed comparison of financial performance for the three and nine months ended September 30, 2021, versus 2020 COVID-19 Update - The general business environment has improved, leading to higher demand for the Company's products as COVID-19 restrictions eased, but global supply chain imbalances and inflationary pressures persist[165] - The Company continues to monitor and mitigate potential risks from COVID-19, which could still impact operations, cash flows, and financial condition[165] Our Business - CONSOL Energy is a low-cost producer of high-quality bituminous coal in the Appalachian Basin, with core assets including the Pennsylvania Mining Complex (PAMC), CONSOL Marine Terminal, and the developing Itmann Mine[167][171] - The Itmann Mine is expected to be fully operational in the second half of 2022, producing approximately 900 thousand product tons per year of high-quality, low-vol coking coal[171][275] - The Company announced targets to achieve a 50% reduction in direct operating greenhouse gas emissions by the end of 2026 (compared to 2019) and aims for net-zero Scope 1 and 2 emissions by 2040[177] Key Operational Metrics (Q3 2021 vs. Q3 2020) | Metric | Q3 2021 | Q3 2020 | | :-------------------- | :------ | :------ | | Coal Shipments | 5.4M tons | 4.5M tons | | Average Revenue per Ton | $47.46 | $40.55 | | API2 Spot Prices (YoY) | +193% | N/A | - The Company is recommencing development of the fifth longwall at the PAMC, with operations expected to resume in late Q4 2022[177] - As of November 2, 2021, the Company is fully contracted for 2021, with 20.2 million tons contracted for 2022 and 5.8 million tons for 2023[178][174] How We Evaluate Our Operations - Management uses various financial and operating metrics, including non-GAAP measures like cost of coal sold, cash cost of coal sold, average cash cost of coal sold per ton, average margin per ton sold, and Adjusted EBITDA, to assess performance and allocate resources[180][181] Average Cash Cost of Coal Sold per Ton | Period | 2021 | 2020 | | :----- | :--- | :--- | | 3 Months Ended Sep 30 | $30.64 | $28.64 | | 9 Months Ended Sep 30 | $27.45 | $29.88 | Average Cash Margin per Ton Sold | Period | 2021 | 2020 | | :----- | :--- | :--- | | 3 Months Ended Sep 30 | $16.82 | $11.91 | | 9 Months Ended Sep 30 | $16.60 | $12.47 | Results of Operations The Company reported a higher net loss for both the three and nine months ended September 30, 2021, primarily due to significant unrealized losses on commodity derivative instruments, while coal production and revenue increased substantially across segments due to improved demand Three Months Ended September 30, 2021 Compared with the Three Months Ended September 30, 2020 Net Loss Attributable to CONSOL Energy Inc. Stockholders | Period | 2021 (Millions) | 2020 (Millions) | | :----- | :-------------- | :-------------- | | 3 Months Ended Sep 30 | $(114) | $(7) | PAMC Analysis PAMC Coal Production (Thousands of Tons) | Mine | Q3 2021 | Q3 2020 | Variance | | :----------- | :------ | :------ | :------- | | Bailey | 2,278 | 1,808 | 470 | | Enlow Fork | 1,542 | 1,436 | 106 | | Harvey | 1,474 | 1,291 | 183 | | Total | 5,294 | 4,535 | 759 | - PAMC coal production increased by 759 thousand tons due to improved demand, but was negatively impacted by acute operational and geological issues and transportation delays in Q3 2021[203] PAMC Coal Revenue and Cost per Ton (Q3) | Metric | Q3 2021 | Q3 2020 | Variance | | :------------------------------------------------ | :------ | :------ | :------- | | Total Tons Sold (millions) | 5.4 | 4.5 | 0.9 | | Average Revenue per Ton Sold | $47.46 | $40.55 | $6.91 | | Average Cost of Coal Sold per Ton | $39.71 | $38.70 | $1.01 | | Average Cash Margin per Ton Sold | $16.82 | $11.91 | $4.91 | - Coal revenue increased by $72 million to $256 million, driven by higher pricing on export contracts and power-price adjusted contracts, and increased sales volume[201][206] - An unrealized loss of $147 million on commodity derivative instruments was recognized due to increased API2 coal markets[201][209] - Selling, General, and Administrative Costs increased by $9 million to $18 million, primarily due to higher expense under incentive compensation plans and an increase in the Company's share price[201][212] CONSOL Marine Terminal Analysis CONSOL Marine Terminal Financials (Q3, Millions) | Item | Q3 2021 | Q3 2020 | Variance | | :-------------------- | :------ | :------ | :------- | | Terminal Revenue | $14 | $17 | $(3) | | Earnings Before Income Tax | $5 | $8 | $(3) | | Throughput Tons (millions) | 2.8 | 2.0 | 0.8 | - Terminal revenue decreased by $3 million despite increased throughput tons, due to the expiration of a take-or-pay contract that provided revenue for unused capacity in 2020[216] Other Analysis Other Business Activities Financials (Q3, Millions) | Item | Q3 2021 | Q3 2020 | Variance | | :-------------------------- | :------ | :------ | :------- | | Miscellaneous Other Income | $3 | $21 | $(18) | | Gain on Sale of Assets | $0 | $8 | $(8) | | Loss Before Income Tax | $(28) | $(4) | $(24) | | Employee-Related Legacy Liability Expense | $2 | $7 | $(5) | - Miscellaneous other income decreased by $18 million, primarily due to the non-recurrence of income from the sale of coal lease contracts in Q3 2020[222] - Employee-Related Legacy Liability Expense decreased by $5 million due to changes in actuarial assumptions[225] Nine Months Ended September 30, 2021 Compared with the Nine Months Ended September 30, 2020 Net Loss Attributable to CONSOL Energy Inc. Stockholders | Period | 2021 (Millions) | 2020 (Millions) | | :----- | :-------------- | :-------------- | | 9 Months Ended Sep 30 | $(83) | $(23) | PAMC Analysis PAMC Coal Production (Thousands of Tons) | Mine | 9 Months 2021 | 9 Months 2020 | Variance | | :----------- | :------------ | :------------ | :------- | | Bailey | 9,078 | 5,619 | 3,459 | | Enlow Fork | 5,133 | 4,054 | 1,079 | | Harvey | 4,015 | 3,222 | 793 | | Total | 18,226 | 12,895 | 5,331 | - PAMC coal production increased by 5.3 million tons due to significantly improved demand following the lifting of COVID-19 restrictions[240] PAMC Coal Revenue and Cost per Ton (9 Months) | Metric | 9 Months 2021 | 9 Months 2020 | Variance | | :------------------------------------------------ | :------------ | :------------ | :------- | | Total Tons Sold (millions) | 18.1 | 12.8 | 5.3 | | Average Revenue per Ton Sold | $44.05 | $42.35 | $1.70 | | Average Cost of Coal Sold per Ton | $35.53 | $39.25 | $(3.72) | | Average Cash Margin per Ton Sold | $16.60 | $12.47 | $4.13 | - Coal revenue increased by $257 million to $799 million, driven by higher sales volume and improved market dynamics[239][243] - Unrealized losses on commodity derivative instruments totaled $168 million due to increased API2 pricing[239][246] - Other costs decreased by $54 million, primarily due to the non-recurrence of costs associated with temporarily idling longwalls in 2020[239][249] - Selling, General, and Administrative Costs increased by $25 million to $56 million, mainly due to higher incentive compensation expenses and increased share price[239][250] CONSOL Marine Terminal Analysis CONSOL Marine Terminal Financials (9 Months, Millions) | Item | 9 Months 2021 | 9 Months 2020 | Variance | | :-------------------- | :------------ | :------------ | :------- | | Terminal Revenue | $50 | $49 | $1 | | Earnings Before Income Tax | $22 | $24 | $(2) | | Throughput Tons (millions) | 10.7 | 7.0 | 3.7 | - Terminal revenue increased by $1 million, driven by a 3.7 million ton increase in throughput, but partially offset by the expiration of a take-or-pay contract from 2020[254] Other Analysis Other Business Activities Financials (9 Months, Millions) | Item | 9 Months 2021 | 9 Months 2020 | Variance | | :-------------------------- | :------------ | :------------ | :------- | | Miscellaneous Other Income | $7 | $30 | $(23) | | Gain on Sale of Assets | $10 | $15 | $(5) | | Loss Before Income Tax | $(67) | $(34) | $(33) | | Employee-Related Legacy Liability Expense | $6 | $19 | $(13) | | Gain on Debt Extinguishment | $0 | $(18) | $18 | - Miscellaneous other income decreased by $23 million, primarily due to the non-recurrence of customer contract buyouts and sales of coal lease contracts in 2020[260][262] - Employee-Related Legacy Liability Expense decreased by $13 million due to changes in actuarial assumptions[264] - Interest expense, net, increased due to interest on PEDFA tax-exempt bonds issued in Q2 2021, partially offset by de-leveraging efforts[269] Liquidity and Capital Resources - The Company's liquidity sources include operating cash flow, cash on hand, borrowings under credit facilities, and proceeds from PEDFA Bonds, expected to be sufficient for short-term and long-term needs[271][274] Cash Flows (Nine Months Ended Sep 30, Millions) | Activity | 2021 | 2020 | Change | | :-------------------------------- | :--- | :--- | :----- | | Cash Provided by Operating Activities | $253 | $62 | $191 | | Cash Used in Investing Activities | $(92) | $(57) | $(35) | | Cash Used in Financing Activities | $0 | $(63) | $63 | - Capital expenditures increased by $37 million to $103 million, primarily due to an early buyout of longwall shields and construction of a preparation plant for the Itmann Mine[282][283] - The Company borrowed $75 million from PEDFA tax-exempt solid waste disposal revenue bonds in April 2021 to fund a capital construction project on the coarse refuse disposal area[272][275] - As of September 30, 2021, the Revolving Credit Facility had no outstanding borrowings and $160 million in letters of credit, leaving $240 million of unused capacity[292] - The Company spent $17 million to retire $18 million of its 11.00% Senior Secured Second Lien Notes during the nine months ended September 30, 2021[311] - Total equity attributable to CONSOL Energy was $485 million at September 30, 2021, down from $554 million at December 31, 2020[312] - Dividend payments are subject to Board discretion and credit facility covenants, which limit annual dividends to $25 million (or $50 million if total net leverage is below 1.50:1.00), with additional conditions[313] Forward-Looking Statements - This section contains forward-looking statements regarding future production, revenues, income, and capital spending, which are subject to significant business, economic, competitive, regulatory, and other risks and uncertainties[316] - Key risks include economic downturns, coal price volatility, COVID-19 impacts, equipment downtime, reliance on major customers, inability to acquire reserves or complete projects, changes in coal demand, transportation disruptions, and environmental regulations[316] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section details the Company's exposure to market risks, particularly commodity price risk, and its strategies for managing these risks through hedging activities Commodity Price Risk - CONSOL Energy is exposed to market price risk from coal sales, which include spot market sales and contracts with variable pricing based on quality, calorific value, or electric power prices[321] - The Company initiated a targeted commodity price hedging strategy in Q2 2021 to mitigate pricing volatility and secure future cash flows for export sales[323] Unrealized Losses on Commodity Derivative Instruments | Period | Amount (Thousands) | | :----- | :--------------- | | 3 Months Ended Sep 30, 2021 | $147,306 | | 9 Months Ended Sep 30, 2021 | $168,743 | Item 4. Controls and Procedures This section confirms the effectiveness of the Company's disclosure controls and procedures as of September 30, 2021, and states that there were no material changes in internal controls over financial reporting during the quarter Disclosure Controls and Procedures - The Company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective as of September 30, 2021[325] Changes in Internal Controls over Financial Reporting - There were no changes in internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, the Company's internal controls during the fiscal quarter[326] Part II. Other Information Item 1. Legal Proceedings This section states that the Company is not currently subject to any material litigation beyond what is disclosed in Note 14 to the Consolidated Financial Statements - The Company is not currently subject to any material litigation, except as disclosed in Note 14 - Commitments and Contingent Liabilities[328] Item 1A. Risk Factors This section refers readers to the comprehensive list of risk factors detailed in the Company's 2020 Form 10-K, along with any updates in subsequent 10-Q filings, emphasizing that these are not exhaustive - Readers should consider the risk factors described in the Company's 2020 Form 10-K, as updated by subsequent Form 10-Qs, as additional risks may exist[329] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports that there were no repurchases of the Company's equity securities during the three months ended September 30, 2021, and provides an update on the remaining authority under the stock and debt repurchase program - No repurchases of the Company's equity securities occurred during the three months ended September 30, 2021[332] - As of November 2, 2021, approximately $127 million remained available under the $320 million stock and debt repurchase program, which terminates on December 31, 2022[332] Item 3. Defaults Upon Senior Securities This section states that there were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities[334] Item 4. Mine Safety Disclosures This section indicates that information regarding mine safety violations and other regulatory matters is included in Exhibit 95 of this report - Mine safety disclosures are provided in Exhibit 95 to this Quarterly Report on Form 10-Q[335] Item 5. Other Information This section states that there is no other information to report - No other information is reported in this section[336] Item 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including certifications, mine safety data, and interactive data files Key Exhibits | Exhibit | Description | | :------ | :---------- | | 31.1 | Certification of Chief Executive Officer | | 31.2 | Certification of Chief Financial Officer | | 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 | | 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 | | 95 | Mine Safety and Health Administration Safety Data | | 101 | Interactive Data File (Inline XBRL) | | 104 | Cover Page Interactive Data File (Inline XBRL) | Signatures This section contains the required signatures for the Form 10-Q report, confirming its submission on behalf of CONSOL Energy Inc - The report is duly signed on November 2, 2021, by James A. Brock and Miteshkumar B. Thakkar on behalf of CONSOL Energy Inc[342][343]