XML 28 R17.htm IDEA: XBRL DOCUMENT
v3.20.2

Long-Term Debt | 9 Months Ended
--- | ---
Sep. 30, 2020
Long-term Debt, Other Disclosures [Abstract] |
Long-term Debt | LONG-TERM DEBT:
| September 30, 2020 |  | December 31, 2019
Senior Notes due March 2027 at 7.25% (Principal of $700,000 and $500,000 plus Unamortized Premium of $6,955 at September 30, 2020) | $ | 706,955 |  |  | $ | 500,000 |
CNX Revolving Credit Facility | 410,000 |  |  | 661,000 |
CNX Midstream Partners LP Senior Notes due March 2026 at 6.50% (Principal of $400,000 less Unamortized Discount of $4,062 and $4,625, respectively)* | 395,938 |  |  | 395,375 |
Senior Notes due April 2022 at 5.875% (Principal of $363,348 and $894,307 plus Unamortized Premium of $276 and $1,001, respectively) | 363,624 |  |  | 895,308 |
CNX Midstream Partners LP Revolving Credit Facility* | 343,000 |  |  | 311,750 |
Convertible Senior Notes due May 2026 at 2.25% (Principal of $345,000 less Unamortized Discount and Issuance Costs of $111,621) | 233,379 |  |  | — |
Cardinal States Gathering Company Credit Facility maturing in March 2028 (Principal of $118,776 less Unamortized Discount of $1,165) | 117,611 |  |  | — |
CSG Holdings II LLC Credit Facility maturing in December 2026 (Principal of $47,355 less Unamortized Discount of $460) | 46,895 |  |  | — |
Less: Unamortized Debt Issuance Costs | 16,940 |  |  | 8,990 |
| 2,600,462 |  |  | 2,754,443 |
Less: Amounts Due in One Year | 22,488 |  |  | — |
Long-Term Debt | $ | 2,577,974 |  |  | $ | 2,754,443 |
*CNX is not a guarantor of CNXM's 6.50% senior notes due in March 2026 or CNXM's senior secured revolving credit facility. CNXM’s revolving credit facility and the CNXM Senior Notes were not impacted by the Merger (See Note 13 - Acquisitions and Dispositions). During the three and nine months ended September 30, 2020, CNX completed a private offering of $200,000 of 7.25% senior notes due in March 2027 plus $7,000 of unamortized bond premium. The notes are guaranteed by most of CNX's subsidiaries but do not include CNXM's general partner or CNXM. During the three and nine months ended September 30, 2020, CNX purchased and retired $50,000 and $530,959, respectively, of its outstanding 5.875% senior notes due in April 2022. As part of these transactions, a loss of $108 and a gain of $10,812 were included in Loss (Gain) on Debt Extinguishment in the Consolidated Statements of Income during the three and nine months ended September 30, 2020, respectively. During the nine months ended September 30, 2019, CNX purchased and retired $400,000 of its outstanding 5.875% senior notes due in April 2022. As part of this transaction, a loss of $7,614 was included in Loss (Gain) on Debt Extinguishment in the Consolidated Statements of Income. In April 2020, CNX issued $345,000 in aggregate principal amount of 2.25% convertible senior notes due May 2026 (the "Convertible Notes") in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, including $45,000 aggregate principal amount of Convertible Notes issued pursuant to the exercise in full of the initial purchasers’ option to purchase additional Convertible Notes. The Convertible Notes were issued pursuant to an indenture and are senior, unsecured obligations of the Company. The Convertible Notes bear interest at a fixed rate of 2.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2020. Proceeds from the issuance of the Convertible Notes totaled $334,650, net of initial purchaser discounts and issuance costs. The initial conversion rate is 77.8816 shares of CNX's common stock per $1,000 principal amount of Convertible Notes, which represents an initial conversion price of approximately $12.84 per share, subject to adjustment upon the occurrence of specified events. The Convertible Notes will mature on May 1, 2026, unless earlier repurchased, redeemed or converted. Before February 1, 2026, note holders will have the right to convert their Convertible Notes only upon the occurrence of the following events: •during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on June 30, 2020, if the Last Reported Sale Price per share of Common Stock exceeds one hundred and thirty percent (130%) of the Conversion Price for each of at least twenty (20) Trading Days (whether or not consecutive) during the thirty (30) consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter. •during the five (5) consecutive Business Days immediately after any ten (10) consecutive trading day period (such ten (10) consecutive Trading Day period, the “Measurement Period”) if the trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures set forth below, for each trading day of the Measurement Period was less than ninety eight percent (98%) of the product of the last reported sale price per share of common stock on such trading day and the conversion rate on such trading day. •if we call any or all of the Convertible Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or •upon the occurrence of certain specified corporate events as set forth in the indenture governing the Convertible Notes. From and after February 1, 2026, note holders may convert their Convertible Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Upon conversion, the Company may satisfy its conversion obligation by paying and/or delivering, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the indenture governing the Convertible Notes. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the indenture governing the Convertible Notes. In addition, following certain corporate events, as described in the indenture governing the Convertible Notes, that occur prior to the maturity date, the Company will increase the conversion rate, in certain circumstances, for a holder who elects to convert its Convertible Notes in connection with such a corporate event. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. The Company’s current intent is to settle the principal amount of the Convertible Notes in cash upon conversion. If certain corporate events that constitute a “Fundamental Change” (as defined in the indenture governing the Convertible Notes) occur, then noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock. During the three and nine months ended September 30, 2020, the conditions allowing holders of the Convertible Notes to exercise their conversion right were not met and as of September 30, 2020, the notes were not convertible. The Convertible Notes are therefore classified as long-term debt at September 30, 2020. In accounting for the transaction, the Convertible Notes were separated into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated conversion feature. The fair value was based on market data available for publicly traded, senior, unsecured corporate bonds with similar maturity, which represent Level 2 observable inputs. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the principal value of the Convertible Notes and was recorded in Capital in Excess of Par Value in the Consolidated Statement of Stockholders Equity and is not remeasured as long as it continues to meet the conditions for equity classification. The equity component is not remeasured as long as it continues to meet the condition for equity classification. The excess of the principal amount of the Convertible Notes over the liability component and the debt issuance costs are amortized to interest expense over the contractual term of the Convertible Notes using the effective interest method. In accounting for the debt issuance costs of $10,350 related to the Convertible Notes, the Company allocated the total amount incurred to the liability and equity components using the same proportions as the proceeds of the Convertible Notes. Issuance costs attributable to the liability component were $7,024 and will be amortized to interest expense using the effective interest method over the contractual term of the Convertible Notes. Issuance costs attributable to the equity component were $3,326 and were netted with the equity component in Capital in Excess of Par Value in the Consolidated Statement of Stockholders Equity and are not subject to amortization. As of September 30, 2020, the if-converted value of the Convertible Notes did not exceed the outstanding principal amount. The net carrying amount of the liability and equity components of the Convertible Notes was as follows:
| September 30, 2020
Liability Component: |
Principal | $ | 345,000 |
Unamortized Discount | (105,004) |
Unamortized Issuance Costs | (6,617) |
Net Carrying Amount | $ | 233,379 |
Equity Component, net of Purchase Discounts and Issuance Costs | $ | 78,317 |
Interest expense related to the Convertible Notes is as follows:
| For the Three Months Ended |  | For the Nine Months Ended
| September 30, 2020 |  | September 30, 2020
Contractual Interest Expense | $ | 1,941 |  |  | $ | 3,234 |
Amortization of Debt Discount | 3,554 |  |  | 5,879 |
Amortization of Issuance Costs | 245 |  |  | 407 |
Total Interest Expense | $ | 5,740 |  |  | $ | 9,520 |
In connection with the offering of the Convertible Notes, the Company entered into privately negotiated capped call transactions with certain counterparties, (the “Capped Calls”). The Capped Calls each have an initial strike price of $12.84 per share, subject to certain adjustments, which correspond to the initial conversion price of the Convertible Notes. The Capped Calls have an initial cap price of $18.19 per share, subject to certain adjustments. The Capped Calls cover, subject to anti-dilution adjustments, the aggregate number of shares of the Company’s common stock that initially underlie the Convertible Notes, and are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The conditions that cause adjustments to the initial strike price of the Capped Calls mirror the conditions that result in corresponding adjustments for the Convertible Notes. For accounting purposes, the Capped Calls are separate transactions, and not part of the terms of the Convertible Notes. As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $35,673 incurred in connection with the Capped Calls was recorded as a reduction to Capital in Excess of Par Value. The impact of the Capped Calls related to stockholders’ equity has been included in Capital in Excess of Par Value in the Consolidated Statement of Stockholders Equity and includes taxes in the amount of $9,322, for a net impact of $26,351. During the nine months ended September 30, 2020, CNX's wholly-owned subsidiary Cardinal States Gathering Company LLC ("Cardinal States") entered into a $125,000 non-revolving credit facility agreement (the "Cardinal States Facility"). The Cardinal States Facility matures in 2028, has an interest rate of 3-month LIBOR + 475 basis points and includes an excess cash flow sweep in an amount required to achieve a quarterly targeted debt balance. The facility is secured by substantially all of the Cardinal States assets, requires a minimum level of hedging of the variable interest rate exposure and is non-recourse to CNX. Additionally, during the nine months ended September 30, 2020, CNX's wholly-owned subsidiary CSG Holdings II LLC (CSG Holdings) entered into a $50,000 non-revolving credit facility agreement (the "CSG Holdings Facility"). The CSG Holdings Facility matures in 2026, has interest rate of 3-month LIBOR + 675 basis points and includes a full excess cash sweep. The facility is secured by substantially all of the CSG Holding assets, requires a minimum level of hedging of the variable interest rate exposure and is non-recourse to CNX. During the nine months ended September 30, 2019, CNX completed a private offering of $500,000 of 7.25% senior notes due in March 2027. The notes are guaranteed by most of CNX's subsidiaries but do not include CNXM's general partner or CNXM.

X
- References No definition available. + Details
Name: | us-gaap_LongTermDebtOtherDisclosuresAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for long-term debt. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
Name: | us-gaap_LongTermDebtTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration