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EX-31.2 - EXHIBIT 31.2 - CONSOL Coal Resources LPexhibit312-33117.htm
EX-95 - EXHIBIT 95 - CONSOL Coal Resources LPexhibit95-mshax33117.htm
EX-32.2 - EXHIBIT 32.2 - CONSOL Coal Resources LPexhibit322-33117.htm
EX-32.1 - EXHIBIT 32.1 - CONSOL Coal Resources LPexhibit321-33117.htm
EX-31.1 - EXHIBIT 31.1 - CONSOL Coal Resources LPexhibit311-33117.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________
FORM 10-Q
__________________________________________________
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 2017
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number: 001-14901
__________________________________________________
CNX Coal Resources LP
(Exact name of registrant as specified in its charter)

Delaware
 
47-3445032
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
1000 CONSOL Energy Drive
Canonsburg, PA 15317-6506
(724) 485-4000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
__________________________________________________
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes  x    No   o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer  o    Accelerated filer  o    Non-accelerated filer  x (Do not check if a smaller reporting company)
   Smaller Reporting Company  o Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act    x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  o    No  x
CNX Coal Resources LP had 11,718,635 common units, 11,611,067 subordinated units, 3,956,496 Class A Preferred Units and a 1.7% general partner interest outstanding at April 30, 2017.
 



TABLE OF CONTENTS

 
 
Page
 
Part I. Financial Information
 
 
 
 
Item 1.
Financial Statements
 
 
Consolidated Statements of Operations for the three months ended March 31, 2017 and 2016
 
Consolidated Statements of Comprehensive Income for the three months ended March 31, 2017 and 2016
 
Consolidated Balance Sheets at March 31, 2017 and December 31, 2016
 
Consolidated Statement of Partners' Capital for the three months ended March 31, 2017
 
Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016
 
Notes to the Consolidated Financial Statements
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
Part II. Other Information
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 4.
 
 
 
Item 6.
 
 
 
 


2



Significant Relationships and Other Terms Referenced in this Quarterly Report


“Class A Preferred Units” means the convertible preferred units representing limited partner interests in CNX Coal Resources LP. The Partnership issued 3,956,496 Class A Preferred Units to CONSOL Energy on September 30, 2016. Key terms of the Class A Preferred Units include the following:
Distributions: Distributions on each outstanding Class A Preferred Unit will be cumulative, and will accumulate at 11% per annum (the “Class A Preferred Unit Distribution Rate”) for each calendar quarter beginning with the quarter ending December 31, 2016 until such time as the Partnership pays the full cumulative Class A Preferred Unit distribution in respect of such Class A Preferred Unit with respect to such calendar quarter or such Class A Preferred Unit is converted in accordance with the Partnership Agreement (as defined herein), whether or not such Class A Preferred distributions have been declared. Subject to certain exceptions, a holder of Class A Preferred Units (currently, CONSOL Energy) will be entitled to receive Class A Preferred distributions out of any assets of the Partnership legally available for the payment of distributions at the Class A Preferred Unit Distribution Rate when, as, and if declared by the Board of Directors of our general partner to be paid by the Partnership in accordance with the Partnership Agreement, will be paid quarterly, in arrears, at the election of the Partnership either in additional Class A Preferred Units or in cash;
Voting: Holders of Class A Preferred Units will have such voting rights as if their Class A Preferred Units were converted, on a one-for-one basis, into common units and will vote together with the holders of common units as a single class. Holders of Class A Preferred Units will be entitled to vote as a separate class on any matter that adversely affects the rights, privileges or preferences of the Class A Preferred Units in any material respect or as required by applicable law or regulation;
Conversion at the Election of the Holder: Class A Units are convertible, at the election of the holder, into common units on a one-for-one basis (i) at any time after September 30, 2017, (ii) with respect to the Partnership’s dissolution or liquidation and (iii) with respect to certain change of control events as described in the Partnership Agreement;
Conversion at the Election of the Partnership: All, but not less than all, of the outstanding Class A Preferred Units are convertible, at the election of the Partnership, into common units on a one-for-one basis, on or after September 30, 2019; provided, that (i) no “Class A Preferred Unit Payment Default,” arising from the Partnership’s failure to pay in full any Class A Preferred Unit distribution, has occurred and is continuing; (ii) the volume-weighted average trading price of the common units over the 15-day trading period ending on the trading day immediately prior to the date of the conversion notice is equal to or greater than 140% of the issue price of the Class A Preferred Units; and (iii) the average trading volume is at least 35,000 common units (subject to customary anti-dilution adjustments) with respect to any 20 trading days within the 30-trading day period ending on the trading day immediately prior to the date of the conversion notice;
Restrictions on Transfer: Prior to September 30, 2017, other than transfers to affiliates, CONSOL Energy may not transfer any Class A Preferred Units without the approval of the Partnership;

“CNX Coal Finance” refers to CNX Coal Finance Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of the Partnership;

“CNX Coal Resources LP,” our "Partnership,” “we,” “our,” “us” and similar terms, when used in a historical context, refer to CNX Coal Resources LP, a Delaware limited partnership, and its subsidiaries;

“CNX Operating” refers to CNX Operating LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Partnership;

“CNX Thermal Holdings” refers to CNX Thermal Holdings LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of CNX Operating; subsequent to the PA Mining Acquisition, CNX Thermal Holdings owns a 25% undivided interest in the assets, liabilities, revenues and expenses comprising the Pennsylvania Mining Complex;

the “common units” refer to the limited partner interests in CNX Coal Resources LP. The holders of common units are entitled to participate in partnership distributions and are entitled to exercise the rights or privileges of limited partners under the Partnership Agreement. The common units are listed on the New York Stock Exchange, under the symbol “CNXC”;

"Concurrent Private Placement” refers to the issuance (concurrent with the IPO) of 5,000,000 common units to Greenlight Capital pursuant to a common unit purchase agreement;

3




“CONSOL Energy” and our “sponsor” refer to CONSOL Energy Inc., a Delaware corporation and the parent of our general partner, and its subsidiaries other than our general partner, us and our subsidiaries;

“CPCC” refers to CONSOL Pennsylvania Coal Company LLC, a Delaware limited liability company and a wholly-owned subsidiary of CONSOL Energy;

“Conrhein” refers to Conrhein Coal Company, a Pennsylvania general partnership and a wholly-owned subsidiary of CONSOL Energy;

our “general partner” refers to CNX Coal Resources GP LLC, a Delaware limited liability company and our general partner;

“Greenlight Capital” refers to certain funds managed by Greenlight Capital, Inc. and its affiliates;

"IPO" refers to the completion of the Partnership's initial public offering on July 7, 2015;

“omnibus agreement” refers to the Omnibus Agreement dated July 7, 2015, as replaced as the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of September 30, 2016;

"PA Mining Acquisition" refers to a transaction which closed on September 30, 2016, where the Partnership and its wholly owned subsidiary, CNX Thermal, entered into a Contribution Agreement with CONSOL Energy, CPCC and Conrhein, under which CNX Thermal Holdings acquired an undivided 6.25% of the contributing parties’ right, title and interest in and to the Pennsylvania Mining Complex (which represents an aggregate 5% undivided interest in and to the Pennsylvania Mining Complex);

the “Partnership Agreement” refers to the First Amended and Restated Agreement of Limited Partnership of the Partnership, as replaced by the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of September 30, 2016;

the “Pennsylvania Mining Complex” refers to the coal mines, coal reserves and related assets and operations, located primarily in southwestern Pennsylvania, owned 80% by CONSOL Energy and 20% by CNX Thermal Holdings, prior to the PA Mining Acquisition; and subsequent to the PA Mining Acquisition, owned 75% by CONSOL Energy, and its subsidiaries and 25% by CNX Thermal Holdings; and

the “preferred units” refer to any limited partnership interests, other than the common units and subordinated units, issued in accordance with the Partnership Agreement that, as determined by our general partner, have special voting rights to which our common units are not entitled. As of the date of this Quarterly Report on Form 10-Q, the only outstanding preferred units are the Class A Preferred Units.





4



PART I : FINANCIAL INFORMATION
ITEM 1.    FINANCIAL STATEMENTS
CNX COAL RESOURCES LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except unit data)
(unaudited)

 
Three Months Ended
March 31,
 
2017
 
2016
Coal Revenue
$
79,112

 
$
56,541

Freight Revenue
3,070

 
3,269

Other Income
1,098

 
(12
)
Total Revenue and Other Income
83,280

 
59,798

 
 
 
 
Operating and Other Costs 1 
49,883

 
38,490

Depreciation, Depletion and Amortization
10,521

 
10,317

Freight Expense
3,070

 
3,269

Selling, General and Administrative Expenses 2
3,283

 
1,928

Interest Expense
2,457

 
1,978

Total Costs
69,214

 
55,982

Net Income
$
14,066

 
$
3,816

Less: Net Income Attributable to CONSOL Energy Pre-PA Mining Acquisition

 
1,317

Net Income Attributable to General and Limited Partner Ownership Interest in CNX Coal Resources
$
14,066

 
$
2,499

Less: General Partner Interest in Net Income
243

 
51

Less: Net Income Allocable to Class A Preferred Units
1,851

 

Net Income Allocable to Limited Partner Units - Basic
11,972

 
2,448

Add: Net Income Allocable to Class A Preferred Units
1,851

 

Net Income Allocable to Limited Partner Units - Diluted
$
13,823


$
2,448

 
 
 
 
Net Income per Limited Partner Unit - Basic
$
0.51

 
$
0.11

Net Income per Limited Partner Unit - Diluted
$
0.50

 
$
0.11

 
 
 
 
Limited Partner Units Outstanding - Basic
23,292,099

 
23,222,134

Limited Partner Units Outstanding - Diluted
27,379,800

 
23,223,540

 
 
 
 
Cash Distributions Declared per Unit 3
 
 
 
   Common Unit
$
0.5125

 
$
0.5125

   Subordinated Unit
$
0.5125

 
$
0.5125



1 Related Party of $872 and $1,266 for the three months ended March 31, 2017 and March 31, 2016, respectively.
2 Related Party of $717 and $1,116 for the three months ended March 31, 2017 and March 31, 2016, respectively.
3 Represents the cash distributions declared related to the period presented. See Note 14 - Subsequent Events.



The accompanying notes are an integral part of these consolidated financial statements.

5



CNX COAL RESOURCES LP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
(unaudited)

 
Three Months Ended
March 31,
 
2017
 
2016
Net Income
$
14,066

 
$
3,816

 
 
 
 
Recognized Net Actuarial Gain
(39
)
 
(25
)
Other Comprehensive Loss
(39
)
 
(25
)
 
 
 
 
Comprehensive Income
$
14,027

 
$
3,791











































The accompanying notes are an integral part of these consolidated financial statements.

6



CNX COAL RESOURCES LP
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(unaudited)
 
March 31,
2017
 
December 31,
2016
ASSETS
 
 
 
Current Assets:
 
 
 
Cash
$
6,534

 
$
9,785

Trade Receivables
25,028

 
23,418

Other Receivables
1,267

 
515

Inventories
12,716

 
11,491

Prepaid Expenses
3,517

 
3,512

Total Current Assets
49,062

 
48,721

Property, Plant and Equipment:
 
 
 
Property, Plant and Equipment
879,689

 
876,690

Less—Accumulated Depreciation, Depletion and Amortization
452,527

 
442,178

Total Property, Plant and Equipment—Net
427,162

 
434,512

Other Assets:
 
 
 
Other
19,341

 
21,063

Total Other Assets
19,341

 
21,063

TOTAL ASSETS
$
495,565

 
$
504,296

LIABILITIES AND PARTNERS' CAPITAL
 
 
 
Current Liabilities:
 
 
 
Accounts Payable
$
15,221

 
$
18,797

Accounts PayableRelated Party
1,764

 
1,666

Other Accrued Liabilities
42,461

 
44,318

Total Current Liabilities
59,446

 
64,781

Long-Term Debt:
 
 
 
Revolver, Net of Debt Issuance and Financing Fees
194,068

 
197,843

Capital Lease Obligations
130

 
146

Total Long-Term Debt
194,198

 
197,989

Other Liabilities:
 
 
 
Pneumoconiosis Benefits
2,336

 
2,057

Workers’ Compensation
3,036

 
3,090

Asset Retirement Obligations
9,490

 
9,346

Other
453

 
463

Total Other Liabilities
15,315

 
14,956

TOTAL LIABILITIES
268,959

 
277,726

Partners' Capital:
 
 
 
Class A Preferred Units (3,956,496 Units Outstanding at March 31, 2017 and December 31, 2016)
69,151

 
69,151

Common Units (11,718,635 Units Outstanding at March 31, 2017; 11,618,456 Units Outstanding at December 31, 2016)
141,035

 
140,967

Subordinated Units (11,611,067 Units Outstanding at March 31, 2017 and December 31, 2016)
(7,624
)
 
(7,631
)
General Partner Interest
12,274

 
12,274

Accumulated Other Comprehensive Income
11,770

 
11,809

Total Partners' Capital
226,606

 
226,570

TOTAL LIABILITIES AND PARTNERS' CAPITAL
$
495,565

 
$
504,296


The accompanying notes are an integral part of these consolidated financial statements.

7



CNX COAL RESOURCES LP
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
(Dollars in thousands)
(unaudited)

 
 
 
Limited Partners
 
 
 
 
 
 
 
Class A Preferred Units
 
Common
 
Subordinated
 
General Partner
 
Accumulated Other Comprehensive Income
 
Total
Balance at December 31, 2016
$
69,151

 
$
140,967

 
$
(7,631
)
 
$
12,274

 
$
11,809

 
$
226,570

Net Income
1,851

 
6,014

 
5,958

 
243

 

 
14,066

Unitholder Distributions
(1,851
)
 
(6,005
)
 
(5,951
)
 
(243
)
 

 
(14,050
)
Unit Based Compensation

 
866

 

 

 

 
866

Tax Cost from Unit Based Compensation

 
(807
)
 

 

 

 
(807
)
Actuarially Determined Long-Term Liability Adjustments

 

 

 

 
(39
)
 
(39
)
Balance at March 31, 2017
$
69,151

 
$
141,035

 
$
(7,624
)
 
$
12,274

 
$
11,770

 
$
226,606









































The accompanying notes are an integral part of these consolidated financial statements.

8



CNX COAL RESOURCES LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(unaudited)
 
Three Months Ended
March 31,
 
2017
 
2016
Cash Flows from Operating Activities:
 
 
 
Net Income
$
14,066

 
$
3,816

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
 
 
 
Depreciation, Depletion and Amortization
10,521

 
10,317

Loss on Sale of Assets
3

 
13

Unit Based Compensation
866

 
308

Other Adjustments to Net Income
224

 
220

Changes in Operating Assets:
 
 
 
Accounts and Notes Receivable
(2,362
)
 
(4,527
)
Inventories
(1,225
)
 
(1,388
)
Prepaid Expenses
(5
)
 
563

Changes in Other Assets
268

 
(2,428
)
Changes in Operating Liabilities:
 
 
 
Accounts Payable
(3,069
)
 
(954
)
Accounts Payable—Related Party
98

 
(2,670
)
Other Operating Liabilities
(1,860
)
 
60

Changes in Other Liabilities
137

 
181

Net Cash Provided by Operating Activities
17,662

 
3,511

Cash Flows from Investing Activities:
 
 
 
Capital Expenditures
(2,030
)
 
(3,225
)
Proceeds from Sales of Assets

 
20

Net Cash Used in Investing Activities
(2,030
)
 
(3,205
)
Cash Flows from Financing Activities:
 
 
 
Payments on Miscellaneous Borrowings
(26
)
 
(12
)
Net (Payments on) Proceeds from Revolver
(4,000
)
 
15,000

Payments for Unitholder Distributions
(14,050
)
 
(12,144
)
Tax Cost from Unit-Based Compensation
(807
)
 

Net Change in Parent Advances

 
(550
)
Net Cash (Used in) Provided by Financing Activities
(18,883
)
 
2,294

Net (Decrease) Increase in Cash
(3,251
)
 
2,600

Cash at Beginning of Period
9,785

 
6,534

Cash at End of Period
$
6,534

 
$
9,134





The accompanying notes are an integral part of these consolidated financial statements.

9



CNX COAL RESOURCES LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
NOTE 1—BASIS OF PRESENTATION:

The accompanying unaudited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

On September 30, 2016, the Partnership and its wholly owned subsidiary, CNX Thermal, entered into a Contribution Agreement (the “Contribution Agreement”) with CONSOL Energy, CPCC and Conrhein and together with CPCC, (the “Contributing Parties”), under which CNX Thermal acquired an undivided 6.25% of the Contributing Parties’ right, title and interest in and to the Pennsylvania Mining Complex (which represents an aggregate 5% undivided interest in and to the Pennsylvania Mining Complex)("PA Mining Acquisition"). The PA Mining Acquisition was a transaction between entities under common control; therefore, the partnership recorded the assets and liabilities of the acquired 5% of Pennsylvania Mining Complex at their carrying amounts to CONSOL Energy on the date of the transaction. The difference between CONSOL Energy’s net carrying amount and the total consideration paid to CONSOL Energy was recorded as a capital transaction with CONSOL Energy, which resulted in a reduction in partners’ capital. The Partnership recast its historical consolidated financial statements to retrospectively reflect the additional 5% interest in Pennsylvania Mining Complex as if the business was owned for all periods presented; however, the consolidated financial statements are not necessarily indicative of the results of operations that would have occurred if the Partnership had owned it during the periods reported.

For the three months ended March 31, 2017 and 2016, the unaudited consolidated financial statements include the accounts of CNX Operating and CNX Thermal Holdings, wholly-owned and controlled subsidiaries.

Recent Accounting Pronouncements:

In March 2017, the FASB issued Update 2017-07 - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The Update requires entities to (1) disaggregate the current-service-cost component from the other components of net benefit cost (the “other components”) and present it with other current compensation costs for related employees in the income statement and (2) present the other components elsewhere in the income statement and outside of income from operations if that subtotal is presented. In addition, the Update requires entities to disclose the income statement lines that contain the other components if they are not presented on appropriately described separate lines. The amendments are effective for public business entities for interim and annual periods beginning after December 15, 2017. Management is currently evaluating the impact this guidance may have on the Partnership's financial statements.

In January 2017, the FASB issued Update 2017-01 - Business Combinations (Topic 805). This update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this new guidance will not have a material impact on the Partnership's financial statements.

In May 2014, the FASB issued Accounting Standards Update ("ASU") 2014-09 "Revenue from Contracts with Customers (Topic 606)", which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. The objective of the amendments in this update is to improve financial reporting by creating common revenue recognition guidance for U.S. GAAP and International Financial Reporting Standards ("IFRS"). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and should disclose sufficient information, both qualitative and quantitative, to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The following updates to Topic 606 were made during 2016:
In March 2016, the FASB updated Topic 606 by issuing ASU 2016-08 "Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," which clarifies how an entity determines whether it is a principal or an agent for goods or services promised to a customer as well as the nature of the goods or services promised to their customers.

10



In April 2016, the FASB issued Update 2016-10 - Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which seeks to address implementation issues in the areas of identifying performance obligations and licensing.
In May 2016, the FASB issued Update 2016-12 - Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients. The update, which was issued in response to feedback received by the FASB-IASB joint revenue recognition transition resource group (TRG), seeks to address implementation issues in the areas of collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition.
In December 2016, the FASB issued Updated 2016-20 - Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. This update applies technical corrections or improvements specific to Update 2014-09. The technical corrections seek to address implementation issues in the areas of loan guarantee fees, contract costs - impairment testing, contract costs - interaction of impairment testing with guidance in other topics, provisions for losses on construction-type and production-type contracts, the scope of Topic 606, disclosure of remaining performance obligations, disclosure of prior-period performance obligations, contract modifications example, contract asset versus receivable, refund liability, advertising costs, fixed-odds wagering contracts in the casino industry, and cost capitalization for advisers to private and public funds.

The new standards are effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as annual reporting periods beginning after December 15, 2016. Management continues to evaluate the impacts that these standards will have on the Partnership's financial statements, specifically as it relates to contracts that contain positive electric power price related adjustments. The Partnership anticipates using the modified retrospective approach at adoption as it relates to ASU 2014-09.

In August 2016, the FASB issued Update 2016-15 - Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments. This update seeks to reduce the existing diversity in practice of the presentation and classification of specific cash flow issues. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Management is currently evaluating the impact this guidance may have on the Partnership's financial statements.
 
In February 2016, the FASB issued Update 2016-02 - Leases (Topic 842). This update is intended to improve financial reporting about leasing transactions. This update will require lessees to recognize all leases with terms greater than 12 months on their balance sheet as lease liabilities with a corresponding right-of-use asset. This update maintains the dual model for lease accounting, requiring leases to be classified as either operating or finance, with lease classification determined in a manner similar to existing lease guidance. The basic principle is that leases of all types convey the right to direct the use and obtain substantially all the economic benefits of an identified asset, meaning they create an asset and liability for lessees. Lessees will classify leases as either finance leases (comparable to current capital leases) or operating leases (comparable to current operating leases). Costs for a finance lease will be split between amortization and interest expense, with a single lease expense reported for operating leases. This update also will require both qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the amendments in this update is permitted for all entities. Management is currently evaluating the impact this guidance may have on the Partnership's financial statements.

NOTE 2—NET INCOME PER LIMITED PARTNER AND GENERAL PARTNER INTEREST:
The Partnership allocates net income among our general partner and limited partners using the two-class method in accordance with applicable authoritative accounting guidance. Under the two-class method, we allocate our net income to our limited partners and our general partner in accordance with the terms of our partnership agreement. We also allocate any earnings in excess of distributions to our limited partners and our general partner in accordance with the terms of our partnership agreement. We allocate any distributions in excess of earnings for the period to our general partner and our limited partners based on their respective proportionate ownership interests in us, after taking into account distributions to be paid with respect to the incentive distribution rights, as set forth in the partnership agreement. Net income attributable to the PA Mining Acquisition for periods prior to September 30, 2016 was not allocated to the limited partners for purposes of calculating net income per limited partner unit.
Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or agreements to issue common units, such as awards under the long-term incentive plan, were exercised, settled or converted into common units. When it is determined that potential common units resulting from an award subject to performance or market conditions

11


should be included in the diluted net income per limited partner unit calculation, the impact is reflected by applying the treasury stock method. Diluted net income per limited partner unit also reflects the potential dilution that could occur if the preferred units of the partnership were converted to common units. If certain conditions are met, preferred units can be converted by election of the holder, partnership, or by change in control.
The following table illustrates the Partnership's calculation of net income per unit for common and subordinated partner units (in thousands, except for per unit information):
 
 
Three Months Ended March 31,
 
 
2017
 
2016
Net Income
 
$
14,066

 
$
3,816

Less: Net Income Attributable to CONSOL Energy, Pre-PA Mining Acquisition
 

 
1,317

Less: General Partner Interest in Net Income
 
243

 
51

Less: Net Income Allocable to Class A Preferred Units
 
1,851

 

Net Income Allocable to Limited Partner Units - Basic
 
$
11,972

 
$
2,448

 
 
 
 
 
Net Income Allocable to Common Units - Basic
 
$
6,014

 
$
1,224

Add: Net Income Allocable to Class A Preferred Units
 
1,851

 

Net Income Allocable to Common Units - Diluted
 
$
7,865

 
$
1,224

 
 
 
 
 
Net Income Allocable to Subordinated Units - Basic & Diluted
 
$
5,958

 
$
1,224

 
 
 
 
 
Weighted Average Limited Partner Units Outstanding - Basic
 
 
 
 
 Common Units
 
11,681,032

 
11,611,067

 Subordinated Units
 
11,611,067

 
11,611,067

 Total
 
23,292,099

 
23,222,134

 
 
 
 
 
Weighted Average Limited Partner Units Outstanding - Diluted
 
 
 
 
 Common Units
 
15,768,733

 
11,612,473

 Subordinated Units
 
11,611,067

 
11,611,067

 Total
 
27,379,800

 
23,223,540

 
 
 
 
 
Net Income Per Limited Partner Unit - Basic
 
 
 
 
 Common Units
 
$
0.51

 
$
0.11

 Subordinated Units
 
$
0.51

 
$
0.11

Net Income Per Limited Partner Unit - Basic
 
$
0.51

 
$
0.11

 
 
 
 
 
Net Income Per Limited Partner Unit - Diluted
 
 
 
 
 Common Units
 
$
0.50

 
$
0.11

 Subordinated Units
 
$
0.51

 
$
0.11

Net Income Per Limited Partner Unit - Diluted
 
$
0.50

 
$
0.11


There were 369,210 and 359,149 phantom units excluded from the computation of the diluted earnings per share because their effect would be anti-dilutive for the three months ended March 31, 2017 and 2016, respectively.



12



NOTE 3—ACQUISITION:
    
On September 30, 2016, the Partnership and its wholly owned subsidiary, CNX Thermal Holdings, entered into a Contribution Agreement with CONSOL Energy, CPCC and Conrhein and together with CPCC, under which CNX Thermal Holdings acquired an undivided 6.25% of the Contributing Parties’ right, title and interest in and to the Pennsylvania Mining Complex (which represents an aggregate 5% undivided interest in and to the Pennsylvania Mining Complex), in exchange for (i) cash consideration in the amount of $21,500 and (ii) the Partnership’s issuance of 3,956,496 Class A Preferred Units representing limited partner interests in the Partnership at an issue price of $17.01 per Class A Preferred Unit (the “Class A Preferred Unit Issue Price”), or an aggregate $67,300 in equity consideration. The Class A Preferred Unit Issue Price was calculated as the volume-weighted average trading price of the Partnership’s common units over the trailing 15-day trading period ending on September 29, 2016 (or $14.79), plus a 15% premium. The PA Mining Acquisition was consummated on September 30, 2016. Our general partner elected not to contribute capital to retain their 2% interest. As of March 31, 2017, our general partner's ownership interest was 1.7%. Following the PA Mining Acquisition and including interests it held previously, CNX Thermal holds an aggregate 25% undivided interest in and to the Pennsylvania Mining Complex.

The PA Mining Acquisition was a transaction between entities under common control; therefore, the Partnership recorded the assets and liabilities of the acquired 5% undivided interest in the Pennsylvania Mining Complex at their carrying amounts to CONSOL Energy on the date of the transaction. The difference between CONSOL Energy's net carrying amount and the total consideration paid to CONSOL Energy was recorded as a capital transaction with CONSOL Energy, which resulted in a reduction in partners’ capital. The $67,300 in equity consideration was a non-cash transaction that impacted the investing and financing activities of the Partnership by $6,524 of excess consideration paid over the net carrying amount and $60,776 of carrying amount paid from equity consideration in the three and nine months ended September 30, 2016.


NOTE 4—INVENTORIES:
 
March 31,
2017
 
December 31,
2016
Coal
$
3,156

 
$
1,950

Supplies
9,560

 
9,541

      Total Inventories
$
12,716

 
$
11,491


Inventories are stated at the lower of cost or net realizable value. The cost of coal inventories is determined by the first-in, first-out (FIFO) method. Coal inventory costs include labor, supplies, equipment costs, operating overhead, depreciation, depletion and amortization, and other related costs. The cost of supplies inventory is determined by the average cost method and includes operating and maintenance supplies to be used in our coal operations.

13



NOTE 5—PROPERTY, PLANT AND EQUIPMENT:

 
March 31,
2017
 
December 31,
2016
Coal and other plant and equipment
$
579,577

 
$
576,917

Coal properties and surface lands
121,383

 
121,241

Airshafts
93,164

 
92,938

Mine development
81,538

 
81,538

Coal advance mining royalties
4,027

 
4,056

Total property, plant and equipment
879,689

 
876,690

Less: Accumulated depreciation, depletion and amortization
452,527

 
442,178

Total Net Property, Plant and Equipment
$
427,162

 
$
434,512


Coal reserves are controlled either through fee ownership or by lease. The duration of the leases vary; however, the lease terms generally are extended automatically to the exhaustion of economically recoverable reserves, as long as active mining continues. Coal interests held by lease provide the same rights as fee ownership for mineral extraction and are legally considered real property interests.

As of March 31, 2017 and December 31, 2016, property, plant and equipment includes gross assets under capital lease of $662 and $631, respectively. Accumulated amortization for capital leases was $436 and $398 at March 31, 2017 and December 31, 2016, respectively. Amortization expense for assets under capital leases approximated $24 and $16 for the three months ended March 31, 2017 and 2016, respectively, and is included in Depreciation, Depletion and Amortization in the accompanying Consolidated Statements of Operations.

14



NOTE 6—OTHER ACCRUED LIABILITIES:

 
March 31,
2017
 
December 31, 2016
Subsidence liability
$
27,273

 
$
26,887

Accrued payroll and benefits
3,753

 
4,052

Equipment lease rental
2,495

 
2,442

Litigation
2,257

 
2,507

Accrued other taxes
1,665

 
2,504

Other
2,770

 
3,683

Current portion of long-term liabilities:
 
 
 
Workers' compensation
1,391

 
1,380

Asset retirement obligations
591

 
591

Long-term disability
114

 
128

Capital leases
91

 
88

Pneumoconiosis benefits
61

 
56

Total Other Accrued Liabilities
$
42,461

 
$
44,318

NOTE 7—REVOLVING CREDIT FACILITY:

 
March 31,
2017
 
December 31,
2016
Revolver, carrying amount
$
197,000

 
$
201,000

Less: Debt issuance and financing fees
2,932

 
3,157

Revolver, net
$
194,068

 
$
197,843





Revolving Credit Facility

Obligations under our $400,000 senior secured revolving credit facility with certain lenders and PNC Bank N.A, as administrative agent, are guaranteed by our subsidiaries and are secured by substantially all of our and our subsidiaries’ assets pursuant to a security agreement and various mortgages. CONSOL Energy is not a guarantor of our obligations under our revolving credit facility.

The unused portion of our revolving credit facility is subject to a commitment fee of 0.50% per annum. Interest on outstanding indebtedness under our revolving credit facility accrues, at our option, at a rate based on either:

The highest of (i) PNC Bank N.A.’s prime rate, (ii) the federal funds open rate plus 0.50%, and (iii) the one-month LIBOR rate plus 1.0%, in each case, plus a margin ranging from 1.50% to 2.50% depending on the total leverage ratio; or

the LIBOR rate plus a margin ranging from 2.50% to 3.50% depending on the total leverage ratio.

As of March 31, 2017, the revolving credit facility had $197,000 of borrowings outstanding, leaving $203,000 of unused capacity. At December 31, 2016, the revolving credit facility had $201,000 of borrowings outstanding, leaving $199,000 unused capacity. Interest on outstanding borrowings under the revolving credit facility as of March 31, 2017 was accrued at 4.14% based on a weighted average LIBOR rate of 0.90%, plus a weighted average margin of 3.24%. Interest on outstanding borrowings under the revolving credit facility at December 31, 2016 was accrued at 3.99% based on a weighted average LIBOR rate of 0.74%, plus a weighted average margin of 3.25%.


15



Our revolving credit facility matures on July 7, 2020 and requires compliance with conditions precedent that must be satisfied prior to any borrowing as well as ongoing compliance with certain affirmative and negative covenants. The revolving credit facility requires that the Partnership maintain a minimum interest coverage ratio of at least 3.00 to 1.00, which is calculated as the ratio of trailing 12 months Adjusted EBITDA, as defined in the credit agreement, to cash interest expense of the Partnership, measured quarterly. The Partnership must also maintain a maximum total leverage ratio not greater than 3.50 to 1.00 (or 4.00 to 1.00 for two fiscal quarters after consummation of a material acquisition), which is calculated as the ratio of total consolidated indebtedness to trailing 12 months Adjusted EBITDA, as defined in the credit agreement, measured quarterly. At March 31, 2017, the interest coverage ratio was 10.32 to 1.00 and the total leverage ratio was 2.15 to 1.00.
NOTE 8—COMPONENTS OF COAL WORKERS’ PNEUMOCONIOSIS (CWP) AND WORKERS’ COMPENSATION NET PERIODIC BENEFIT COSTS:

The Partnership is obligated to CONSOL Energy for medical and disability benefits to certain CPCC employees and their dependents resulting from occurrences of coal workers' pneumoconiosis disease and is also obligated to CONSOL Energy to compensate certain individuals who are entitled benefits under workers' compensation laws.

 
CWP
 
Workers' Compensation
 
Three Months Ended
March 31,
 
Three Months Ended
March 31,
 
2017
 
2016
 
2017
 
2016
Service cost
$
283

 
$
191

 
$
320

 
$
325

Interest cost
18

 
18

 
33

 
33

Amortization of actuarial gain
(34
)
 
(22
)
 
(8
)
 
(5
)
State administrative fees and insurance bond premiums

 

 
57

 
34

Net periodic benefit cost
$
267

 
$
187

 
$
402

 
$
387


The Partnership does not expect to contribute to CONSOL Energy's CWP plan in 2017 as it intends to pay benefit claims as they become due. For the three months ended March 31, 2017, $16 of CWP benefit claims have been paid.

The Partnership does not expect to contribute to CONSOL Energy's Workers’ Compensation plan in 2017 as it intends to pay benefit claims as they become due. For the three months ended March 31, 2017, $458 of Workers’ Compensation benefits, state administrative fees and surety bond premiums have been paid.
NOTE 9—FAIR VALUE OF FINANCIAL INSTRUMENTS:

The Partnership determines the fair value of assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. The fair value hierarchy is based on whether the inputs to valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources (including LIBOR-based discount rates), while unobservable inputs reflect the Partnership's own assumptions of what market participants would use.

The fair value hierarchy includes three levels of inputs that may be used to measure fair value as described below.

Level One - Quoted prices for identical instruments in active markets.

Level Two - The fair value of the assets and liabilities included in Level 2 are based on standard industry income approach models that use significant observable inputs, including LIBOR-based discount rates.

Level Three - Unobservable inputs significant to the fair value measurement supported by little or no market activity. The significant unobservable inputs used in the fair value measurement of the Partnership's third party guarantees are the credit risk of the third party and the third party surety bond markets.


16



In those cases when the inputs used to measure fair value meet the definition of more than one level of the fair value hierarchy, the lowest level input that is significant to the fair value measurement in its totality determines the applicable level in the fair value hierarchy.

The following methods and assumptions were used to estimate the fair value for which the fair value option was not elected:

Long-term debt: The fair value of long-term debt is measured using unadjusted quoted market prices or estimated using discounted cash flow analyses. The discounted cash flow analyses are based on current market rates for instruments with similar cash flows.

The carrying amounts and fair values of financial instruments for which the fair value option was not elected are as follows:
 
March 31, 2017
 
December 31, 2016
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Revolving Credit Facility
$
197,000

 
$
197,000

 
$
201,000

 
$
201,000

The Partnership’s debt obligations are valued through reference to the applicable underlying benchmark rate and, as a result, constitute Level 2 fair value measurements.
NOTE 10—COMMITMENTS AND CONTINGENT LIABILITIES:

The Partnership is subject to various lawsuits and claims with respect to such matters as personal injury, wrongful death, damage to property, exposure to hazardous substances, governmental regulations (including environmental remediation), employment and contract disputes and other claims and actions arising out of the normal course of business. We accrue the estimated loss for these lawsuits and claims when the loss is probable and can be estimated. Our current estimated accruals related to these pending claims, individually and in the aggregate, are immaterial to the financial position, results of operations or cash flows of the Partnership. It is possible that the aggregate loss in the future with respect to these lawsuits and claims could ultimately be material to the financial position, results of operations or cash flows of the Partnership; however, such amounts cannot be reasonably estimated.

At March 31, 2017, the Partnership is contractually obligated to CONSOL Energy for financial guarantees and letters of credit to certain third parties which were issued by CONSOL Energy on behalf of the Partnership. The maximum potential total of future payments that we could be required to make under these instruments is $71,851. The instruments are comprised of $720 employee-related and other letters of credit expiring in the next year, $61,952 of environmental surety bonds expiring within the next three years, and $9,179 of employee-related and other surety bonds expiring within the next three years. Employee-related financial guarantees have primarily been provided to support various state workers’ compensation and federal black lung self-insurance programs. Environmental financial guarantees have primarily been provided to support various performance bonds related to reclamation and other environmental issues. Other guarantees have been extended to support insurance policies, legal matters, full and timely payments of mining equipment leases, and various other items necessary in the normal course of business. These amounts have not been reduced for potential recoveries under recourse or collateralization provisions. Generally, recoveries under reclamation bonds would be limited to the extent of the work performed at the time of the default. No amounts related to these financial guarantees and letters of credit are recorded as liabilities on the financial statements. The Partnership’s management believes that these guarantees will expire without being funded, and therefore the commitments will not have a material adverse effect on the financial condition of the Partnership.
NOTE 11RELATED PARTY:

CONSOL Energy

The Consolidated Statements of Operations include expense allocations for certain corporate functions historically performed by CONSOL Energy prior to the IPO, including allocations of general corporate expenses related to stock-based compensation, legal, treasury, human resources, information technology and other administrative services. Those allocations were based primarily on specific identification, head counts and coal tons produced. Also, centralized cash management activities for CONSOL Energy were utilized for collections and payments related to normal course of business accounts receivable and payments for goods and services. The balance of receivables/payables from CONSOL Energy and other affiliates are presented as contributions/distributions in these consolidated financial statements. Management believes the

17



assumptions underlying the Consolidated Financial Statements, including the assumptions regarding allocating general corporate expenses from CONSOL Energy are reasonable. Nevertheless, these statements may not include all of the actual expenses that would have been incurred by the Partnership and may not reflect our Consolidated Statements of Operations, Balance Sheets and Cash Flows had we been a stand-alone company during the periods presented. Actual costs that would have been incurred if the Partnership had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

In conjunction with the IPO, the Partnership entered into several agreements, including an omnibus agreement, with CONSOL Energy. In connection with PA Mining Acquisition described in Note 3, on September 30, 2016, the General Partner and the Partnership entered into the First Amended and Restated Omnibus Agreement (the “Amended Omnibus Agreement”) with CONSOL Energy and certain of its subsidiaries. Under the Amended Omnibus Agreement, CONSOL Energy will indemnify the Partnership for certain liabilities, including those relating to:

all tax liabilities attributable to the assets contributed to the Partnership in connection with the PA Mining Acquisition (the “First Drop Down Assets”) arising prior to the closing of the PA Mining Acquisition or otherwise related to the Contributing Parties’ contribution of the First Drop Down Assets to the Partnership in connection with the PA Mining Acquisition; and
certain operational and title matters related to the First Drop Down Assets, including the failure to have (i) the ability to operate under any governmental license, permit or approval or (ii) such valid title to the First Drop Down Assets, in each case, that is necessary for the Partnership to own or operate the First Drop Down Assets in substantially the same manner as owned or operated by the Contributing Parties prior to the Acquisition.  
The Partnership will indemnify CONSOL Energy for certain liabilities relating to the First Drop Down Assets, including those relating to:
the use, ownership or operation of the First Drop Down Assets; and
the Partnership’s operation of the First Drop Down Assets under permits and/or bonds, letters of credit, guarantees, deposits and other pre-payments held by CONSOL Energy.

The Amended Omnibus Agreement also amended the Partnership’s obligations to CONSOL Energy with respect to the payment of an annual administrative support fee and reimbursement for the provision of certain management and operating services provided by CONSOL Energy, in each case to reflect structural changes in how those services are provided to the Partnership by CONSOL Energy.

Charges for services from CONSOL Energy include the following:
 
Three Months Ended
March 31,
 
2017
 
2016
Operating and Other Costs
$
872

 
$
1,266

Selling, General and Administrative Expenses
717

 
1,116

Total Service from CONSOL Energy
$
1,589

 
$
2,382


At March 31, 2017 and December 31, 2016, the Partnership had a net payable to CONSOL Energy in the amount of $1,764 and $1,666, respectively. This payable includes reimbursements for business expenses, executive fees, stock-based compensation and other items under the omnibus agreement.
NOTE 12—LONG-TERM INCENTIVE PLAN:

Under the CNX Coal Resources LP 2015 Long-Term Incentive Plan (the “LTIP”), our general partner may issue long-term equity based awards to directors, officers and employees of our general partner or its affiliates, or to any consultants, affiliates of our general partner or other individuals who perform services for us. These awards are intended to compensate the recipients thereof based on the performance of our common units and their continued service during the vesting period, as
well as to align their long-term interests with those of our unitholders. We are responsible for the cost of awards granted
under the LTIP and all determinations with respect to awards to be made under the LTIP are made by the board of directors
of our general partner or any committee thereof that may be established for such purpose or by any delegate of the board of
directors or such committee, subject to applicable law, which we refer to as the plan administrator.


18



The LTIP limits the number of units that may be delivered pursuant to vested awards to 2,300,000 common units, subject to proportionate adjustment in the event of unit splits and similar events. Common units subject to awards that are canceled,
forfeited, withheld to satisfy exercise prices or tax withholding obligations or otherwise terminated without delivery of the
common units will be available for delivery pursuant to other awards.

The Partnership's general partner has granted equity-based phantom units that vest over a period of continued service with the Partnership. The phantom units will be paid in common units upon vesting or an amount of cash equal to the fair market value of a unit based on the vesting date. The awards may accelerate upon change in control of the Partnership.  Compensation expense is recognized on a straight-line basis over a requisite service period, which is generally the vesting term. The Partnership recognized $866 and $308 of compensation expense for the three months ended March 31, 2017 and March 31, 2016, respectively, which is included in Selling, General and Administrative Expenses in the Consolidated Statements of Operations. As of March 31, 2017, there is $8,162 of unearned compensation that will vest over a weighted average period of 2.52 years. The following represents the nonvested phantom units and their corresponding weighted average grant date fair value:
 
Number of Units
 
Weighted Average Grant Date Fair Value per Unit
Nonvested at December 31, 2016
381,934

 
$
7.90

Granted
383,478

 
$
18.94

Vested
(142,421
)
 
$
7.96

Forfeited
(10,389
)
 
$
12.13

Nonvested at March 31, 2017
612,602

 
$
10.18

  
NOTE 13—FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND FINANCE SUBSIDIARY OF POSSIBLE FUTURE PUBLIC DEBT:

The Partnership filed a Registration Statement on Form S-3 (333-215962) on March 10, 2017, which was declared effective by the SEC on March 14, 2017, with the SEC to register the offer and sale of various securities including debt securities. The registration statement registers guarantees of debt securities by CNX Operating and CNX Thermal Holdings ("Subsidiary Guarantors"). The Subsidiary Guarantors are 100% owned by the Partnership and any guarantees by the Subsidiary Guarantors will be full and unconditional and joint and several. In addition, the registration statement also includes CNX Coal Finance, which was formed for the sole purpose of co-issuing future debt securities with the Partnership. CNX Coal Finance is wholly owned by the Partnership, has no assets or any liabilities and its activities will be limited to co-issuing debt securities and engaging in other activities incidental thereto. The Partnership does not have any other subsidiaries other than the Subsidiary Guarantors and CNX Coal Finance. In addition, the Partnership has no assets or operations independent of the Subsidiary Guarantors, and there are no significant restrictions upon the ability of the Subsidiary Guarantors to distribute funds to the Partnership by dividend or loan other than under the Credit Agreement described in these notes. In the event that more than one of the Subsidiary Guarantors guarantee public debt securities of the Partnership in the future, those guarantees will be full and unconditional and will constitute the joint and several obligations of the Subsidiary Guarantors. None of the assets of the Partnership, the Subsidiary Guarantors or CNX Coal Finance represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act of 1933, as amended.

NOTE 14—SUBSEQUENT EVENTS:

On April 26, 2017, the Board of Directors of our general partner declared a cash distribution to the Partnership's unitholders for the first quarter of 2017 of $0.5125 per common and subordinated units and $0.4678 per Class A Preferred Unit. The cash distribution will be paid on May 15, 2017 to the unitholders of record at the close of business on May 8, 2017.

19



ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless otherwise indicated, the following discussion of the financial condition and results of operations of our Partnership reflect a 25% undivided interest in the assets, liabilities and results of operations of the Pennsylvania Mining Complex. As used in the following discussion of the financial condition and results of operations of our Partnership, the terms “we,” “our,” “us,” or like terms refer to the Partnership with respect to its 25% undivided interest in the Pennsylvania Mining Complex’s combined assets, liabilities revenues and costs. All amounts except per unit or per ton are displayed in thousands.
Overview

We are a growth-oriented master limited partnership formed by CONSOL Energy in 2015 to manage and further develop all of its thermal coal operations in Pennsylvania. Our primary strategy for growing our business and increasing distributions to our unitholders is to make acquisitions that increase our distributable cash flow. The primary component of our growth strategy is based upon our expectation of future divestitures by our sponsor to us of portions of its retained 75% undivided interest in the Pennsylvania Mining Complex. We have a right of first offer pursuant to our omnibus agreement to purchase the undivided interest in the Pennsylvania Mining Complex retained by our sponsor. Per its 10-K filed on February 8, 2017, our sponsor CONSOL Energy is currently pursuing several different approaches for achieving the separation of its coal and E&P businesses, including the possible sale of the coal business to a third party or the spin-off of the coal business to CONSOL’s shareholders, as well as evaluating potential dropdowns of additional undivided interests in the Pennsylvania Mining Complex. At March 31, 2017, our assets include a 25% undivided interest in, and operational control over, CONSOL Energy's Pennsylvania Mining Complex, which consists of three underground mines and related infrastructure that produce high-Btu bituminous thermal coal that is sold primarily to electric utilities in the eastern United States, our core market. We believe that our ability to efficiently produce and deliver large volumes of high-quality coal at competitive prices, the strategic location of our mines, the industry experience of our management team and our relationship with CONSOL Energy position us as a leading producer of high-Btu thermal coal in the Northern Appalachian Basin and the eastern United States.

On September 30, 2016, the Partnership and its wholly owned subsidiary, CNX Thermal Holdings, entered into a Contribution Agreement (the “Contribution Agreement”) with CONSOL Energy, CPCC and Conrhein and together with CPCC, (the “Contributing Parties”), under which CNX Thermal Holdings completed the PA Mining Acquisition to acquire an undivided 6.25% of the Contributing Parties’ right, title and interest in and to the Pennsylvania Mining Complex (which represents an aggregate 5% undivided interest in and to the Pennsylvania Mining Complex). The PA Mining Acquisition was a transaction between entities under common control; therefore, the Partnership recorded the assets and liabilities of the acquired 5% of Pennsylvania Mining Complex at their carrying amounts on CONSOL Energy's financial statements at the date of the transaction. The difference between CONSOL Energy’s net carrying amount and the total consideration paid to CONSOL Energy was recorded as a capital transaction with CONSOL Energy, which resulted in a reduction in partners’ capital. The Partnership recast its historical consolidated financial statements to retrospectively reflect ownership of the additional 5% (a total 25%) interest in Pennsylvania Mining Complex as if the business was owned for all periods presented; however, the consolidated financial statements are not necessarily indicative of the results of operations that would have occurred if the Partnership had owned it during the periods reported.

How We Evaluate Our Operations

Our management team uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability. The metrics include: (i) coal production, sales volumes and average sales price; (ii) cost of coal sold, a non-GAAP financial measure; (iii) average cash margin per ton, an operating ratio derived from non-GAAP financial measures, (iv) adjusted EBITDA, a non-GAAP financial measure; and (v) distributable cash flow, a non-GAAP financial measure.

Cost of coal sold, average cash margin per ton, adjusted EBITDA and distributable cash flow normalize the volatility contained within comparable GAAP measures, by adjusting certain non-operating or non-cash transactions. Each of these non-GAAP metrics are used as supplemental financial measures by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:

• our operating performance as compared to the operating performance of other companies in the coal industry, without regard to financing methods, historical cost basis or capital structure;

• the ability of our assets to generate sufficient cash flow to make distributions to our partners;


20


• our ability to incur and service debt and fund capital expenditures;

• the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities; and

• the attractiveness of capital projects and acquisitions and the overall rates of return on alternative investment opportunities.
   
The non-GAAP financial measures should not be considered an alternative to total costs, net income, operating cash flow, or any other measure of financial performance or liquidity presented in accordance with GAAP. These measures exclude some, but not all, items that affect net income or net cash, and these measures may vary from those of other companies. As a result, the items presented below may not be comparable to similarly titled measures of other companies.

Reconciliation of Non-GAAP Financial Measures

We evaluate our cost of coal sold on a cost per ton basis. Our cost of coal sold per ton represents our costs of coal sold divided by the tons of coal we sell. We define cost of coal sold as operating and other production costs related to produced tons sold, along with changes in coal inventory, both in volumes and carrying values. The cost of coal sold per ton includes items such as direct operating costs, royalty and production taxes, direct administration, and depreciation, depletion and amortization costs. Our costs exclude any indirect costs such as general and administrative costs and other costs not directly attributable to the production of coal. The GAAP measure most directly comparable to cost of coal sold is total costs.

We define average cash margin per ton as average coal revenue per ton, net of average cost of coal sold per ton, less depreciation, depletion and amortization.

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 ("Unit Based Compensation"). The GAAP measure most directly comparable to adjusted EBITDA is net income.

We define distributable cash flow as (i) net income (loss) before net interest expense, depreciation, depletion and amortization, as adjusted for (ii) certain non-cash items, such as Unit Based Compensation, less net cash interest paid and estimated maintenance capital expenditures, which is defined as those forecasted average capital expenditures required to maintain, over the long-term, the operating capacity of our capital assets. These estimated capital expenditures do not reflect the actual cash capital incurred in the period presented. Distributable cash flow will not reflect changes in working capital balances. The GAAP measures most directly comparable to distributable cash flow are net income and net cash provided by operating activities.

The following table presents a reconciliation of cost of coal sold to total costs, the most directly comparable GAAP financial measure, on a historical basis for each of the periods indicated (in thousands).

 
Three Months Ended March 31,
 
2017
 
2016
Total Costs
$
69,214

 
$
55,982

Freight Expense
(3,070
)
 
(3,269
)
Selling, General and Administrative Expenses
(3,283
)
 
(1,928
)
Interest Expense
(2,457
)
 
(1,978
)
Other Costs (Non-Production)
(1,493
)
 
(3,632
)
Depreciation, Depletion and Amortization (Non-Production)
(550
)
 
(1,558
)
Cost of Coal Sold
$
58,361

 
$
43,617


The following table presents a reconciliation of average cash margin per ton for each of the periods indicated (in thousands, except per ton information).


21


 
Three Months Ended March 31,
 
2017
 
2016
Total Coal Revenue
$
79,112

 
$
56,541

Operating and Other Costs
49,883

 
38,490

Depreciation, Depletion and Amortization
10,521

 
10,317

Less: Other Costs (Non-Production)
(1,493
)
 
(3,632
)
Less: Depreciation, Depletion and Amortization (Non-Production)
(550
)
 
(1,558
)
Total Cost of Coal Sold
$
58,361

 
$
43,617

Total Tons Sold
1,690

 
1,315

Average Sales Price Per Ton Sold
$
46.80

 
$
42.99

Average Cost Per Ton Sold
34.52

 
33.16

Average Margin Per Ton Sold
12.28

 
9.83

Add: Total Depreciation, Depletion and Amortization Costs Per Ton Sold
5.77

 
6.45

Average Cash Margin Per Ton Sold
$
18.05

 
$
16.28


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. The table also presents a reconciliation of distributable cash flow to net income and operating cash flows, the most directly comparable GAAP financial measures, on a historical basis for each of the periods indicated (in thousands).
 
Three Months Ended March 31,
 
2017
 
2016
Net Income
$
14,066

 
$
3,816

Plus:
 
 
 
Interest Expense
2,457

 
1,978

Depreciation, Depletion and Amortization
10,521

 
10,317

Unit Based Compensation
866

 
308

Adjusted EBITDA
$
27,910

 
$
16,419

Less:
 
 
 
Cash Interest
2,161

 
1,967

PA Mining Acquisition Adjusted EBITDA1

 
3,365

Distributions to Preferred Units
1,851

 

Estimated Maintenance Capital Expenditures
8,989

 
6,700

Distributable Cash Flow
$
14,909

 
$
4,387

 
 
 
 
Net Cash Provided by Operating Activities
$
17,662

 
$
3,511

Less:
 
 
 
Interest Expense
2,457

 
1,978

Other, Including Working Capital
(12,705
)
 
(14,886
)
Adjusted EBITDA
$
27,910

 
$
16,419

Less:
 
 
 
Cash Interest
2,161

 
1,967

PA Mining Acquisition Adjusted EBITDA1

 
3,365

Distributions to Preferred Units
1,851

 

Estimated Maintenance Capital Expenditures
8,989

 
6,700

Distributable Cash Flow
$
14,909

 
$
4,387


1PA Mining Acquisition Adjusted EBITDA relates to the amount of Adjusted EBITDA acquired with the PA Mining Acquisition recasted for all periods presented.

22



Results of Operations

Three Months Ended March 31, 2017 Compared with the Three Months Ended March 31, 2016

Total net income was $14,066 for the three months ended March 31, 2017 compared to $3,816 for the three months ended March 31, 2016. Our results of operations for each of these periods are presented in the table below. Variances are discussed following the table.
 
For the Three Months Ended
 
March 31,
 
2017
 
2016
 
Variance
 
(in thousands)
Revenue:
 
 
 
 
 
Coal Revenue
$
79,112

 
$
56,541

 
$
22,571

Freight Revenue
3,070

 
3,269

 
(199
)
Other Income
1,098

 
(12
)
 
1,110

Total Revenue and Other Income
83,280

 
59,798

 
23,482

Cost of Coal Sold:
 
 
 
 
 
Operating Costs
48,390

 
34,858

 
13,532

Depreciation, Depletion and Amortization
9,971

 
8,759

 
1,212

Total Cost of Coal Sold
58,361

 
43,617

 
14,744

Other Costs:
 
 
 
 
 
Other Costs
1,493

 
3,632

 
(2,139
)
Depreciation, Depletion and Amortization
550

 
1,558

 
(1,008
)
Total Other Costs
2,043

 
5,190

 
(3,147
)
Freight Expense
3,070

 
3,269

 
(199
)
Selling, General and Administrative Expenses
3,283

 
1,928

 
1,355

Interest Expense
2,457

 
1,978

 
479

Total Costs
69,214

 
55,982

 
13,232

Net Income
$
14,066

 
$
3,816

 
$
10,250

Adjusted EBITDA
$
27,910

 
$
16,419

 
$
11,491

Distributable Cash Flow
$
14,909

 
$
4,387

 
$
10,522





23



Coal Production Rates

The table below presents total tons produced from the Pennsylvania Mining Complex on our 25% undivided interest basis for the periods indicated:
 
 
Three Months Ended March 31,
Mine
 
2017
 
2016
 
Variance
Bailey
 
774

 
701

 
73

Enlow Fork
 
675

 
629

 
46

Harvey
 
278

 
28

 
250

Total
 
1,727

 
1,358

 
369


Coal production was 1,727 tons for the three months ended March 31, 2017 compared to 1,358 tons for the three months ended March 31, 2016. The Partnership's coal production increased 369 tons to satisfy market demand.
Coal Operations

Coal revenue and cost components on a per unit basis for the three months ended March 31, 2017 and 2016 were as indicated in the table below. Our operations also include various costs such as selling, general and administrative, freight and other costs not included in our unit cost analysis because these costs are not directly associated with coal production.
 
Three Months Ended March 31,
 
2017
 
2016
 
Variance
Total Tons Sold (in thousands)
1,690

 
1,315

 
375

Average Sales Price Per Ton Sold
$
46.80

 
$
42.99

 
$
3.81

 
 
 
 
 


Operating Costs Per Ton Sold (Cash Cost)
$
28.75

 
$
26.71

 
$
2.04

Depreciation, Depletion and Amortization Per Ton Sold (Non-Cash Cost)
5.77

 
6.45

 
(0.68
)
Total Costs Per Ton Sold
$
34.52

 
$
33.16

 
$
1.36

Average Margin Per Ton Sold
$
12.28

 
$
9.83

 
$
2.45

Add: Depreciation, Depletion and Amortization Costs Per Ton Sold
5.77

 
6.45

 
(0.68
)
Average Cash Margin Per Ton Sold (1)
$
18.05

 
$
16.28

 
$
1.77

(1) Average cash margin per ton is an operating ratio derived from non-GAAP measures.

Revenue and Other Income

Coal revenue was $79,112 for the three months ended March 31, 2017 compared to $56,541 for the three months ended March 31, 2016. The $22,571 increase was attributable to a 375 ton increase in tons sold and a $3.81 per ton higher average sales price. The increase in tons sold was primarily due to increased demand from our domestic power plant customers, in part due to higher natural gas prices and more normal power plant coal inventory levels vs. the year-ago period. The higher average sales price per ton sold in the 2017 period was primarily the result of a tighter supply-demand balance in the international thermal and crossover metallurgical coal markets that we serve. The API 2 index (the benchmark price reference for coal imported into northwest Europe) was up more than 70% in the first quarter of 2017 compared to the first quarter of 2016, and the global coking coal benchmark was up approximately 250% in the period-to-period comparison.

Freight revenue, which is completely offset in freight expense, is the amount billed to customers based on the weight of coal shipped and negotiated freight rates for rail transportation. Freight revenue decreased $199 in the period-to-period comparison due to decreased shipments to customers where we were contractually obligated to provide transportation services.

Other income is comprised of income generated by the Partnership not in the ordinary course of business. Other income increased $1,110 in the period-to-period comparison primarily due to sales of externally purchased coal in 2017 for blending purposes only.




24




Cost of Coal Sold

Cost of coal sold is comprised of operating costs related to produced tons sold, along with changes in both volumes and carrying values of coal inventory. The costs of coal sold per ton include items such as direct operating costs, royalty and production taxes, direct administration expenses, and depreciation, depletion, and amortization costs. Total cost of coal sold was $58,361 for the three months ended March 31, 2017, or $14,744 higher than the $43,617 for the three months ended March 31, 2016. Total costs per ton sold were $34.52 per ton for the three months ended March 31, 2017 compared to $33.16 per ton for the three months ended March 31, 2016. The increase in the cost of coal sold was driven by costs due to idling of one longwall in the prior year period, as well as an increase in continuous miner footage and equipment maintenance in the current year. Productivity for the three months, as measured by tons per employee-hour, also improved by 7% compared to the year-ago period.

Total Other Costs

Total other costs is comprised of various costs that are not allocated to each individual mine and therefore are not included in unit costs. Total other costs decreased $3,147 for the three months ended March 31, 2017 compared to the three months ended March 31, 2016. The decrease is primarily attributable to $3,670 of costs in the prior year related to temporarily idling one of the longwalls at the Pennsylvania Mining Complex to optimize the production schedule and $308 related to severance due to right sizing the operations in the prior year period, offset partially by a current year increase of $850 in costs related to externally purchased coal in 2017 for blending purposes only.

Selling, General, and Administrative Expense

Selling, general, and administrative expenses increased $1,355 period-to-period, due to an increase in short term incentive compensation paid to employees based on the results of operations archived at our mines. In the prior year, the short term incentive compensation plan was suspended in relation to the poor market conditions that existed.

Interest Expense

Interest expense, which primarily relates to obligations under our revolving credit facility, increased $479 in the period-to-period comparison primarily due to rising interest rates.

Adjusted EBITDA

Adjusted EBITDA was $27,910 for the three months ended March 31, 2017 compared to $16,419 for the three months ended March 31, 2016. The $11,491 increase was primarily a result of $3.81 per ton increase in the average sales price per ton, offset in part, by a $2.04 increase in the cash cost of coal sales per ton which resulted in a net $2,991 increase in Adjusted EBITDA. An increase of 375 tons of additional sales also resulted in an increase in Adjusted EBITDA of $6,105. The remaining variance is due to prior year period cash costs of $2,655 related to idling one of the longwalls at the Pennsylvania Mining Complex, which no such costs were incurred in the current year period, and various other transactions throughout both periods, none of which are individually material.

Distributable Cash Flow

Distributable cash flow was $14,909 for the three months ended March 31, 2017 compared to $4,387 for the three months ended March 31, 2016. The $10,522 increase was attributed to a $11,491 increase in Adjusted EBITDA as discussed above and a $3,365 decrease in the Pre-Acquisition Adjusted EBITDA and was offset, in part, by a $1,851 increase in distributions to holders of the Class A Preferred Units. The remaining variance is due to various transactions, none of which are individually material.

25



Capital Resources and Liquidity

Liquidity and Financing Arrangements

Historically, our principal sources of liquidity have been cash from operations and, prior to our IPO, funding from CONSOL Energy. We do not currently have any commitment from CONSOL Energy, our general partner or any of their respective affiliates to fund our cash flow deficits or provide other direct or indirect financial assistance to us. We expect our ongoing sources of liquidity to include cash generated from operations, borrowings under our revolving credit facility and, if necessary, the issuance of additional equity or debt securities. We believe that cash generated from these sources will be sufficient to meet our short-term working capital requirements and our long-term capital expenditure requirements and to make quarterly cash distributions as declared by the board of directors of our general partner. The partnership filed a universal shelf registration on Form S-3 (333-215962) on March 10, 2017, which was declared effective by the SEC on March 14, 2017, with the SEC for an aggregate amount of $750,000 to provide the Partnership with additional flexibility to access capital markets quickly.

Our partnership agreement requires that we distribute all of our available cash to our unitholders. As a result, we expect to rely primarily upon external financing sources, including commercial bank borrowings and the issuance of debt and equity securities, to fund our acquisitions and expansion capital expenditures, if any.

On April 26, 2017 the Board of Directors of our general partner declared a cash distribution to the Partnership's unitholders for the first quarter of 2017 of $0.5125 per common and subordinated unit and $0.4678 per Class A Preferred Unit. The cash distribution will be paid on May 15, 2017 to the unitholders of record at the close of business on May 8, 2017.

Revolving Credit Facility

Obligations under our $400,000 senior revolving credit facility, with certain lenders and PNC Bank N.A., as administrative agent, are guaranteed by our subsidiaries (the “guarantor subsidiaries”) and are secured by substantially all of our and our subsidiaries’ assets pursuant to a security agreement and various mortgages. CONSOL Energy is not a guarantor of our obligations under our revolving credit facility.

The unused portion of our revolving credit facility is subject to a commitment fee of 0.50% per annum. Interest on outstanding indebtedness under our revolving credit facility accrues, at our option, at a rate based on either:

The highest of (i) PNC Bank N.A.’s prime rate, (ii) the federal funds open rate plus 0.50%, and (iii) the one-month LIBOR rate plus 1.0%, in each case, plus a margin ranging from 1.50% to 2.50% depending on the total leverage ratio; or

the LIBOR rate plus a margin ranging from 2.50% to 3.50% depending on the total leverage ratio.

As of March 31, 2017, the revolving credit facility had $197,000 of borrowings outstanding, leaving $203,000 of unused capacity. Interest on outstanding borrowings under the revolving credit facility at March 31, 2017 was accrued at 4.14% based on a weighted average LIBOR rate of 0.90%, plus a weighted average margin of 3.24%.

Our revolving credit facility matures on July 7, 2020 and requires compliance with conditions precedent that must be satisfied prior to any borrowing as well as ongoing compliance with certain affirmative and negative covenants.

Affirmative covenants include, among others, requirements relating to: (i) the preservation of existence; (ii) the payment of obligations, including taxes; (iii) the maintenance of properties and equipment, insurance and books and records; (iv) compliance with laws and material contracts; (v) use of proceeds; (vi) the subordination of intercompany loans; (vii) compliance with anti-terrorism, anti-money laundering, anti-corruption and sanctions laws; and (viii) collateral.

Negative covenants include, among others, restrictions on our and our guarantor subsidiaries’ ability to: (i) create, incur, assume or suffer to exist indebtedness; (ii) create or permit to exist liens on their properties; (iii) make or pay any dividends or distributions; provided that we will be able to make cash distributions of available cash to partners so long as no event of default is continuing or would result therefrom; (iv) merge with or into another person, liquidate or dissolve, acquire all or substantially all of the assets of any going concern or going line of business or acquire all or a substantial portion of another person’s assets; (v) make particular investments and loans; provided that we will be able to increase our ownership percentage of our undivided interest in the Pennsylvania Mining Complex and make investments in the Pennsylvania Mining Complex in accordance with our ratable ownership; (vi) sell, transfer, convey, assign or dispose of our assets or properties other than in the

26



ordinary course of business and other select instances; (vii) deal with any affiliate except in the ordinary course of business on terms no less favorable to us than we would otherwise receive in an arm’s length transaction; (viii) amend organizational documents or any documentation governing certain material debt; and (ix) amend, waive or grant a consent under any material contract. In addition, we are obligated to maintain at the end of each fiscal quarter (x) a minimum interest coverage ratio of at least 3.00 to 1.00 and (y) a maximum total leverage ratio of no greater than 3.50 to 1.00 (or 4.00 to 1.00 for two fiscal quarters after consummation of a material acquisition). At March 31, 2017, the interest coverage ratio was 10.32 to 1.00 and the total leverage ratio was 2.15 to 1.00.

Our revolving credit facility also contains events of default, including, but not limited to, cross-default to certain other debt, breaches of representations and warranties, change of control events and breaches of covenants.
Cash Flows
 
Three Months Ended March 31,
 
2017
 
2016
 
Variance
 
(in thousands)
Cash flows provided by operating activities
$
17,662

 
$
3,511

 
$
14,151

Cash used in investing activities
$
(2,030
)
 
$
(3,205
)
 
$
1,175

Cash (used in) provided by financing activities
$
(18,883
)
 
$
2,294

 
$
(21,177
)

Three Months Ended March 31, 2017 Compared with the Three Months Ended March 31, 2016:

Cash flows provided by operating activities increased $14,151 in the three months ended March 31, 2017 compared to the three months ended March 31, 2016 primarily due to an increase in Adjusted EBITDA of $11,491 in the period-to-period comparison, and the remaining variance relates to various changes in working capital.

Cash used in investing activities decreased $1,175 in the three months ended March 31, 2017 compared to the three months ended March 31, 2016 as a result of decreased capital expenditures of $1,195 and decreased proceeds from sale of assets of $20. The decrease in capital expenditures is due to the following items:

 
Three Months Ended March 31,
 
2017
 
2016
 
Variance
 
(in thousands)
Building and Infrastructure
$
1,329

 
$
1,855

 
$
(526
)
Equipment Purchases and Rebuilds
389

 
561

 
(172
)
Refuse Storage Area
71

 
215

 
(144
)
Water Treatment Systems
37

 
123

 
(86
)
Other
204

 
471

 
(267
)
Total Capital Expenditures
$
2,030

 
$
3,225

 
$
(1,195
)


Financing activities cash flows changed by $21,177 from a net cash inflow of $2,294 for the three months ended March 31, 2016 compared to a net cash outflow of $18,883 for the three months ended March 31, 2017. The change was primarily due to a $19,000 difference in the Revolving Credit Facility activity in the period-to-period comparison, which was comprised of $15,000 in borrowing during the three months ended March 31, 2016 versus $4,000 of payments during the three months ended March 31, 2017. The change was also attributable to an increase in cash distributions of $1,906 in the period-to-period comparison. This increase was due to cash distributions on Class A Preferred Units for the three months ended March 31, 2017. There were no Class A Preferred Units as of March 31, 2016. The remaining variance is due to various transactions through out both periods, none of which are individually material.


Off-Balance Sheet Arrangements


27



We do not maintain off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources which are not disclosed in the Notes to the Unaudited Consolidated Financial Statements of this Form 10-Q.
Contractual Obligations

Our contractual obligations include the revolving credit facility, operating leases, capital leases, asset retirement obligations and other long-term liability commitments. Since December 31, 2016, there have been no material changes to our contractual obligations within the ordinary course of business.

FORWARD-LOOKING STATEMENTS

We are including the following cautionary statement in this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q are forward-looking statements (as defined in Section 21E 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 Quarterly Report on Form 10-Q speak only as of the date of this Quarterly Report on Form 10-Q; we disclaim any obligation to update these statements. 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 following: generation of sufficient distributable cash flow to support the payment of minimum quarterly distributions; changes in coal prices or the costs of mining or transporting coal; uncertainty in estimating economically recoverable coal reserves and replacement of reserves; our ability to develop our existing coal reserves and successfully execute our mining plans; changes in general economic conditions, both domestically and globally; competitive conditions within the coal industry; changes in the consumption patterns of coal-fired power plants and steelmakers and other factors affecting the demand for coal by coal-fired power plants and steelmakers; the availability and price of coal to the consumer compared to the price of alternative and competing fuels; competition from the same and alternative energy sources; energy efficiency and technology trends; our ability to successfully implement our business plan and strategy for growth; the price and availability of debt and equity financing; operating hazards and other risks incidental to coal mining; major equipment failures and difficulties in obtaining equipment, parts and raw materials; availability, reliability and costs of transporting coal; adverse or abnormal geologic conditions, which may be unforeseen; natural disasters, weather-related delays, casualty losses and other matters beyond our control; interest rates; labor availability, relations and other workforce factors; defaults by our sponsor under our operating agreement and employee services agreement; changes in availability and cost of capital; changes in our tax status; delays in the receipt of, failure to receive or revocation of necessary governmental permits; defects in title or loss of any leasehold interests with respect to our properties; the effect of existing and future laws and government regulations, including the enforcement and interpretation of environmental laws thereof; the effect of new or expanded greenhouse gas regulations; the effects of litigation; and other factors discussed in our 2016 Form 10-K under “Risk Factors,” as updated by any subsequent Form 10-Qs, which are on file at the Securities and Exchange Commission.


ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For quantitative and qualitative disclosures about market risk, see Item 7A, ‘Quantitative and Qualitative Disclosures About Market Risk,’ of our Annual Report on Form 10-K for the year ended December 31, 2016. There have been no material changes to our exposures to market risk since December 31, 2016.
ITEM 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures


28



Under the supervision and with the participation of our management, including the Chief Executive Officer and our Chief Financial Officer of our general partner, an evaluation of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), was conducted as of the end of the period covered by this report. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer of our general partner have concluded that the Partnership's disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


29



PART II: OTHER INFORMATION
ITEM 1.    LEGAL PROCEEDINGS
Refer to paragraph one within Part 1, Item 1. Financial Statements, "Note 10. Commitments and Contingent Liabilities," which is incorporated herein by reference.
ITEM 1A.    RISK FACTORS

In addition to the other information set forth in this quarterly report, you should carefully consider the factors discussed in the “Risk Factors” Section in our 2016 Form 10-K. These described risks are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
ITEM 4.    MINE SAFETY DISCLOSURES
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in exhibit 95 to this quarterly report.

ITEM 6.    EXHIBITS

Exhibits
Description
Method of Filing
 
 
 
31.1
Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
Filed herewith
 
 
 
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
 
 
 
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Filed herewith
 
 
 
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Filed herewith
 
 
 
95
Mine Safety and Health Administration Safety Data.
Filed herewith
 
 
 
101
Interactive Data File (Form 10-Q for the quarterly period ended March 31, 2017, furnished in XBRL).
Filed herewith


30



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 2, 2017
 
CNX Coal Resources LP
 
 
 
 
 
By:
 
CNX Coal Resources GP LLC, its general partner
 
By:
 
/s/ JAMES A. BROCK
 
 
 
James A. Brock
 
 
 
Chief Executive Officer
(Duly Authorized Officer and Principal Executive Officer)
 
 
 
 
 
By:
 
CNX Coal Resources GP LLC, its general partner
 
By:
 
/s/ LORRAINE L. RITTER
 
 
 
Lorraine L. Ritter
 
 
 
Chief Financial Officer and Chief Accounting Officer
(Duly Authorized Officer and Principal Financial Officer and Principal Accounting Officer)


31