CNX COAL RESOURCES LP (NYSE:CNXC) Files An 8-K Results of Operations and Financial ConditionItem 2.02.
| • | Adjusted EBITDA*. Adjusted EBITDA for the quarter ended September30, 2017 of between $17,500thousand and $19,500thousand. Adjusted EBITDA for the quarter ended September30, 2016 was $19,505thousand. See the reconciliation table below for additional information regarding Adjusted EBITDA by segment. |
| • | Contracted Position. We are fully contracted for 2017. For 2018 and 2019, our contracted position as of October 9, 2017 is at 80% and 41%, respectively, assuming a 6.75 million ton coal sales volume. |
*Adjusted EBITDA is a “non-GAAP financial measure,” that is, a financial measure that either excludes or includes amounts that are not excluded or included in the most directly comparable measure calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”). See “Non-GAAP Financial Measures” below for an explanation of this measure and a reconciliation of adjusted EBITDA to the most directly comparable GAAP financial measure.
Non-GAAP Financial Measures
The information contained herein includes financial measures of the Partnership that are not calculated in accordance with GAAP. The Partnership’s management believes that these non-GAAP financial measures provide meaningful supplemental information that enhances management’s, investors’ and prospective lenders’ ability to evaluate the Partnership’s operating results and ability to repay its obligations.
These non-GAAP financial measures are not intended to be used in isolation and should not be considered a substitute for any other performance measure determined in accordance with GAAP. Investors and potential investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool, including that other companies may calculate similar non-GAAP financial measures differently than the Partnership, limiting their usefulness as a comparative tool. The Partnership compensates for these limitations by providing specific information regarding the GAAP amounts excluded from the non-GAAP financial measures. The Partnership further compensates for the limitations of its use of non-GAAP financial measures by presenting comparable GAAP measures. Investors and potential investors are encouraged to review the reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures contained herein.
We define Adjusted EBITDA as (i)net income (loss) before net interest expense, depreciation, depletion and amortization, as adjusted for (ii)certain non-cash items, such as long-term incentive awards including phantom units under the CNX Coal Resources LP 2015 Long-Term Incentive Plan. The GAAP measure most directly comparable to Adjusted EBITDA is net income.
The following table presents a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure, on a historical basis for each of the periods indicated (in thousands).
| ThreeMonthsEnded September30, 2017 | ||||||
| LOW | HIGH | |||||
|
Net Income |
$ | 3,300 | $ | 3,900 | ||
|
Plus: |
||||||
|
Interest Expense |
2,200 | 2,600 | ||||
|
Depreciation, Depletion and Amortization |
10,000 | 10,800 | ||||
|
Unit Based Compensation |
2,000 | 2,200 | ||||
|
Adjusted EBITDA |
$ | 17,500 | $ | 19,500 | ||
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K are “forward-looking statements” within the meaning of the federal securities laws. With the exception of historical matters, the matters discussed in this Current Report on Form 8-K are forward-looking statements (as defined in Section21E of the Exchange Act) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. When we use the words “believe,” “intend,” “expect,” “may,” “should,” “anticipate,” “could,” “estimate,” “plan,” “predict,” “project,” or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K; we disclaim any obligation to update these statements unless required by securities law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the factors discussed in the Partnership’s Annual Report on Form 10-K for the year ended December31, 2016 under “Risk Factors,” as updated by any subsequent Quarterly Reports on Form 10-Q of the Partnership, all of which are on file with the SEC.
| Item 2.02. | Regulation FD Disclosure. |
As further described in the Form 10, it is anticipated that CONSOL Mining will enter into various financing arrangements in connection with the spin-off, the proceeds of which will be used, among other things, to refinance as an intercompany loan the existing indebtedness of the Partnership under its Revolving Credit Facility (subject to approval by the conflicts committee of the board of directors of our General Partner and by the full board of directors of our General Partner and subject to execution of an amendment to the operating agreement in respect of the Pennsylvania Mining Complex). In connection therewith and subject to completion of the spin-off and approval by the conflicts committee of the board of directors of our General Partner and by the full board of directors of our General Partner, it is anticipated that the Partnership’s Revolving Credit Facility will be fully repaid and terminated and the Partnership will enter into an intercompany loan agreement with CONSOL Mining, which will subsequently become the owner of our General Partner. In conjunction with these financing arrangements, CONSOL Energy has filed a Form 8-K dated October16, 2017 to provide preliminary estimates of certain financial and operating results for the quarter ended September30, 2017. The foregoing description of the CONSOL Mining Debt and related financing arrangements of CONSOL Mining is based on current expectations of these arrangements and is subject to further changes in the course of negotiation with financing sources.
The information in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purpose of Section18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document to the Securities Act of 1933, as amended.
About CNX COAL RESOURCES LP (NYSE:CNXC)
CNX Coal Resources LP is a producer of thermal coal in the Northern Appalachian Basin and the eastern United States. The Company is engaged in the management and development of the thermal coal operations of CONSOL Energy Inc. (CONSOL Energy) in Pennsylvania. The Company’s assets include interests in CONSOL Energy’s Pennsylvania mining complex, which consists of approximately three underground mines and related infrastructure that produce bituminous thermal coal that is sold primarily to electric utilities in the eastern United States. The Pennsylvania mining complex includes the Bailey Mine, the Enlow Fork Mine and the Harvey Mine. The Bailey Mine is located in Enon, Pennsylvania. The Enlow Fork Mine is located directly north of the Bailey Mine. The Harvey Mine is located directly east of the Bailey and Enlow Fork Mines. It operates approximately five longwalls and over 20 continuous mining sections at the Pennsylvania mining complex.