CONSOL Energy Inc. (NYSE:CNX) Files An 8-K Results of Operations and Financial ConditionItem 2.02
• | Total E&P Division Production Costs. Total E&P Division Production Costs for the quarter ended September30, 2017 of between $2.21 per Mcfe and $2.30 per Mcfe. Total E&P Division Production Costs for the quarter ended September30, 2016 were $2.36 per Mcfe. |
• | E&P Division Capital Expenditures. E&P Division Capital Expenditures for the quarter ended September30, 2017 of between $140million and $160million. E&P Division Capital Expenditures for the quarter ended September30, 2016 were $49million. |
• | Pennsylvania (PA) Mining Operations Division Sales Tons. PA Mining Operations Division Sales Tons for the quarter ended September30, 2017 of between 6.0million Tons and 6.6million Tons. PA Mining Operations Division Sales Tons for the quarter ended September30, 2016 were 6.0million Tons. |
• | Average Cost of Coal Sold Per Ton. Average Cost of Coal Sold Per Ton for the quarter ended September30, 2017 of between $37.10 per ton and $37.50 per ton. Average Cost of Coal Sold Per Ton for the quarter ended September30, 2016 was $35.79 per ton. |
• | Pennsylvania (PA) Mining Operations Division Capital Expenditures. PA Mining Operations Division Capital Expenditures for the quarter ended September30, 2017 of between $24million and $30million. PA Mining Operations Division Capital Expenditures for the quarter ended September30, 2016 were $12million. |
• | Asset Sales. Total asset sales for the quarter ended September30, 2017 of between $75million and $92million. Total asset sales for the quarter ended September30, 2016 were $21million. The company continues to pursue the sale of various non-core assets, including its Virginia coalbed methane project area and scattered Marcellus and Utica acres. The company believes that it could enter into agreements for some of these additional asset sale transactions in the fourth quarter; however, no assurance can be given as to whether or when such transactions will occur. |
• | EBITDA*. EBITDA for the quarter ended September30, 2017 of between $161million and $219million. See the reconciliation table below for additional information regarding EBITDA by segment. |
• | Adjusted EBITDA*. Adjusted EBITDA for the quarter ended September30, 2017 of between $134million and $201million. See the reconciliation table below for additional information regarding Adjusted EBITDA by segment. |
*EBITDA and Adjusted EBITDA are “non-GAAP financial measures,” that is, financial measures that either exclude or include 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 these measures and a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure.
The information in this Current Report 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 shall not be incorporated by reference into any registration statement or other document to the Securities Act of 1933, as amended.
Earnings Release Information
CONSOL Energy will issue its third quarter earnings release at 6:45 a.m. Eastern Time on Tuesday, October31, 2017. This will be followed by a conference call at 10:00 a.m. Eastern Time. A live webcast of the earnings call will be available on the “Investor Relations” page of the Company’s website, www.consolenergy.com. Also,
earnings call slides will be available at 6:45 a.m. Eastern Time on Tuesday, October31, 2017, on the “Investor Relations” page of the Company’s website.
Non-GAAP Financial Measures
The information contained herein includes financial measures of the Company that are not calculated in accordance with GAAP. The Company’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 Company’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 as defined in the attached materials, limiting their usefulness as a comparative tool. The Company compensates for these limitations by providing specific information regarding the GAAP amounts excluded from the non-GAAP financial measures. The Company 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.
EBIT is defined as earnings before deducting net interest expense (interest expense less interest income) and income taxes. EBITDA is defined as earnings before deducting net interest expense (interest expense less interest income), income taxes and depreciation, depletion and amortization. Adjusted EBITDA is defined as EBITDA after adjusting for the discrete items listed below. Although EBIT, EBITDA and Adjusted EBITDA are not measures of performance calculated in accordance with GAAP, management believes that they are useful to an investor in evaluating CONSOL Energy because they are widely used to evaluate a company’s operating performance. The Company excludes stock-based compensation from Adjusted EBITDA because it does not believe it accurately reflects the actual operating expense incurred during the relevant period and may vary widely from period to period irrespective of operating results. Investors should not view these metrics as a substitute for measures of performance that are calculated in accordance with generally accepted accounting principles. In addition, because all companies do not calculate EBIT, EBITDA or Adjusted EBITDA uniformly, the presentation here may not be comparable to similarly titled measures of other companies.
Reconciliation of EBIT, EBITDA and Adjusted EBITDA to financial net income attributable to CONSOL Energy Shareholders is as follows:
Three Months Ended September30, 2017 | ||||||||||||||||||||
Dollars in millions | E&P Division | PA MiningOperations
Division |
Other | TotalCompany | ||||||||||||||||
LOW | HIGH | LOW | HIGH | LOW | HIGH | LOW | HIGH | |||||||||||||
Net Income (Loss) |
$ | $ | $ | $ | $ | (73 | ) | $ | (67 | ) | $ | (36 | ) | $ | (14 | ) | ||||
Add: Interest Expense |
— | |||||||||||||||||||
Less: Interest Income |
— | — | — | — | (3 | ) | — | (3 | ) | — | ||||||||||
Add: Income Taxes |
— | — | — | — | ||||||||||||||||
Earnings Before Interest& Taxes (EBIT) |
(18 | ) | ||||||||||||||||||
Add: Depreciation, Depletion& Amortization |
||||||||||||||||||||
Earnings Before Interest, Taxes and DD&A (EBITDA) from Continuing Operations |
$ | $ | $ | $ | $ | (16 | ) | $ | $ | $ | ||||||||||
Total Pre-tax Adjustments |
(11 | ) | (5 | ) | — | (11 | ) | (7 | ) | (22 | ) | (8 | ) | |||||||
Adjusted EBITDA |
$ | $ | $ | $ | $ | (27 | ) | $ | $ | $ | ||||||||||
Less: Adjusted EBITDA Attributable to Noncontrolling Interest |
— | — | — | |||||||||||||||||
Adjusted EBITDA Attributable to CONSOL ENERGY Shareholders |
$ | $ | $ | $ | $ | (27 | ) | $ | $ | $ | ||||||||||
Forward-Looking Statements
The Company is including the following cautionary statement in this Current Report on Form 8-K to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf, of us. 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 Securities Exchange Act of 1934, as amended) 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 Company’s 2016 Form 10-K under “Risk Factors,” as updated by any subsequent Quarterly Reports on Form 10-Q of the Company, and CONSOL Mining Corporation’s Registration Statement on Form 10, as amended, all of which are on file at the Securities and Exchange Commission.
Item 2.02 | Regulation FD Disclosure. |
As further described in the Amendment No.4 to the Registration Statement on Form 10 filed on October16, 2017, it is anticipated that CONSOL Mining will enter into various financing arrangements in connection with the spin-off. The Company is hereby furnishing the information attached as Exhibit 99.1, a copy of the relevant portions of the lender presentation being distributed to potential lenders and debt investors in connection with certain of the proposed CONSOL Mining financing arrangements. In addition, the Company intends to enter into an amendment to its revolving credit facility in order to facilitate the spin-off of CONSOL Mining.
The information in this Current Report and the exhibit hereto are 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 and the exhibit hereto shall not be incorporated by reference into any registration statement or other document to the Securities Act of 1933, as amended.
Item 2.02 | Financial Statements and Exhibits. |
CONSOL Energy Inc ExhibitEX-99.1 2 d464446dex991.htm EX-99.1 EX-99.1 Lender Presentation October 2017 CONSOL Mining Corporation Exhibit 99.1 Disclaimer This presentation contains statements,…To view the full exhibit click here
About CONSOL Energy Inc. (NYSE:CNX)
CONSOL Energy Inc. (CONSOL Energy) is an integrated energy company that operates through two divisions: oil and gas exploration and production (E&P) and coal mining. The principal activity of the E&P division is to produce pipeline quality natural gas for sale primarily to natural gas wholesalers. The E&P division’s segments are Marcellus, Utica, Coalbed Methane, and Other Gas. The Other Gas segment is primarily related to shallow oil and gas production, as well as Upper Devonian Shale, and includes the Company’s purchased gas activities and general and administrative activities, as well as various other activities assigned to the E&P division but not allocated to each individual well type. The principal activities of the Coal division are mining, preparation and marketing of thermal coal, sold primarily to power generators, and metallurgical coal, sold to metal and coke producers. The Coal division’s segments are Pennsylvania (PA) Operations, Virginia (VA) Operations, and Other Coal.