Earnings Per Share

3 Months Ended

Mar. 31, 2024

EARNINGS PER SHARE:

Basic earnings per share is computed by dividing net income or net loss by the weighted average shares outstanding during the reporting period. Diluted earnings per share is computed similarly to basic earnings per share, except that the weighted average shares outstanding are increased to include, if dilutive, additional shares from stock options, restricted stock units, performance share units and shares issuable upon conversion of CNX's outstanding 2.25% convertible senior notes due May 2026 (the "Convertible Notes") (See Note 10 – Long-Term Debt). The number of additional shares is calculated by assuming that outstanding stock options were exercised, that outstanding restricted stock units and performance share units were released, that the shares that are issuable from the conversion of the Convertible Notes are issued (subject to the considerations discussed further in the paragraph below), and that the proceeds from such activities were used to acquire shares of common stock at the average market price during the reporting period. In periods when CNX recognizes a net loss, the impact of outstanding stock awards and the potential share settlement impact related to CNX's Convertible Notes are excluded from the diluted loss per share calculation as their inclusion would have an anti-dilutive effect.

The table below sets forth the share-based awards that have been excluded from the computation of diluted earnings per share because their effect would be anti-dilutive:


	For the Three Months Ended March 31,
		2024	2023
Anti-Dilutive Options		—	10,850
Anti-Dilutive Restricted Stock Units		402,929	484,301


		402,929	495,151

The Convertible Notes, if converted by the holder, may be settled in cash, shares of the Company's common stock or a combination thereof, at the Company's election. The Company expects to settle the principal amount of the Convertible Notes in cash. Accounting Standards Update (“ASU”) 2020-06 - Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06") amended the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method (See Note 10 – Long-Term Debt for more information). The if-converted method assumes the conversion of convertible instruments occurs at the beginning of the reporting period and diluted weighted average shares outstanding includes the common shares issuable upon conversion of the convertible instruments. In periods where CNX recognizes net income, the conversion spread has a dilutive impact on diluted earnings per share when the average market price of the Company's common stock for a given period exceeds the initial conversion price of $12.84 per share for the Convertible Notes. In connection with the Convertible Notes' issuance, the Company entered into privately negotiated capped call transactions with certain counterparties (the "Capped Calls" and "Capped Call Transactions"), which were not included in calculating the number of diluted shares outstanding, as their effect would have been anti-dilutive.

The Convertible Notes have been excluded from the computation of diluted earnings per share in the three months ended March 31, 2024 as the effect of including these shares in the calculation would have been anti-dilutive. In the three months ended March 31, 2023 the Convertible Notes were included in the computation of diluted income per share as the effect of including these shares in the calculation is dilutive. When the convertible notes are dilutive, interest on Convertible Notes, net of tax, is added back to net income in order to calculate diluted earnings available to shareholders.

The table below sets forth the potential common shares issuable upon conversion of the Convertible Notes that were excluded from the calculation of diluted earnings per share because their effect would be anti-dilutive:


	For the Three Months Ended March 31,
	2024	2023
Convertible Notes	25,751,869	—

The table below sets forth the share-based awards that have been exercised or released:


	For the Three Months Ended March 31,
		2024	2023
Options		811,437	55,993
Restricted Stock Units		827,776	877,087
Performance Share Units		753,673	567,524
		2,392,886	1,500,604

The computations for basic and diluted earnings per share are as follows:


	For the Three Months Ended March 31,
		2024		2023
Net Income		$	6,851	$	710,395




Basic Earnings Available to Shareholders		$	6,851	$	710,395

Effect of Dilutive Securities:
Add Back Interest on Convertible Notes (Net of Tax)		$	—	$	1,432
Diluted Earnings Available to Shareholders		$	6,851	$	711,827

Weighted-Average Shares of Common Stock Outstanding		153,364,652		168,452,107
Effect of Diluted Shares:
Options		1,144,414		1,033,194
Restricted Stock Units		1,021,583		970,567
Performance Share Units		621,072		937,137
Convertible Notes		—		25,751,869
Weighted-Average Diluted Shares of Common Stock Outstanding		156,151,721		197,144,874

Earnings per Share:


Basic		$	0.04	$	4.22



Diluted		$	0.04	$	3.61