XML 35 R22.htm IDEA: XBRL DOCUMENT v3.25.3
Long-Term Debt
9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
Long-Term Debt LONG-TERM DEBT:
Long-term debt consisted of the following:
September 30,
2025
December 31,
2024
WVEDA Solid Waste Disposal Facility Revenue Bonds due March 2035 at 5.45%
$106,355 $— 
MEDCO Port Facilities Refunding Revenue Bonds due March 2035 at 5.00% and 5.75% at September 30, 2025 and December 31, 2024, respectively
102,865 102,865 
PEDFA Solid Waste Disposal Facility Revenue Bonds due March 2035 at 5.45% and 9.00% at September 30, 2025 and December 31, 2024, respectively
97,560 75,000 
Equipment Financing (7.56% Weighted-Average Interest Rate)
73,010 — 
Advance Royalty Commitments (8.10% Weighted-Average Interest Rate)
6,148 6,148 
Other Debt Arrangements5,071 664 
Less: Unamortized Debt Issuance Costs(6,716)(1,213)
384,293 183,464 
Less: Amounts Due in One Year (a)
(71,072)(103,940)
Long-Term Debt$313,221 $79,524 
(a) Excludes current portion of Finance Lease Obligations of $12,724 and $8,925 at September 30, 2025 and December 31, 2024, respectively.
Revolving Credit Facility
In November 2017, the Company entered into a revolving credit facility with PNC (the “Revolving Credit Facility”). The Revolving Credit Facility has been amended several times, the most recent of which occurred in January 2025 in connection with the Merger. This amendment increased the available revolving commitments from $355 million to $600 million while extending the scheduled maturity date to April 30, 2029. Additionally, the Company reduced the applicable interest margin on its borrowings and letters of credit under the Revolving Credit Facility by 75 basis points.
Borrowings under the Revolving Credit Facility bear interest at a floating rate that is, at the Company's option, either (i) SOFR plus a SOFR adjustment of 0.10% plus an applicable margin or (ii) an alternate base rate plus an applicable margin. The applicable margin for the Revolving Credit Facility depends on the Company's total net leverage ratio and this rate resets quarterly. Obligations under the Revolving Credit Facility are guaranteed by (i) all owners of the PAMC held by the Company and (ii) subject to certain customary exceptions and agreed materiality thresholds, all other existing or future direct or indirect wholly-owned restricted subsidiaries of the Company, including significant subsidiaries acquired pursuant to the Merger. The obligations are secured by, subject to certain exceptions (including a limitation of pledges of equity
interests in certain subsidiaries and certain thresholds with respect to real property), a first-priority lien on the Company's and certain subsidiaries' significant assets.
The Revolving Credit Facility contains a number of customary affirmative covenants and a number of negative covenants, including (subject to certain exceptions) limitations on (among other things): indebtedness, liens, investments, acquisitions, dispositions, restricted payments and prepayments of junior indebtedness. The Revolving Credit Facility also includes covenants relating to (i) a maximum first lien gross leverage ratio, (ii) a maximum total net leverage ratio, and (iii) a minimum interest coverage ratio. The maximum first lien gross leverage ratio is calculated as the ratio of Consolidated First Lien Debt to Consolidated EBITDA. Consolidated EBITDA, as used in the covenant calculation, excludes non-cash compensation expenses, non-recurring transaction expenses, extraordinary gains and losses, gains and losses on discontinued operations and gains and losses on debt extinguishment. The maximum total net leverage ratio is calculated as the ratio of Consolidated Indebtedness, minus Cash on Hand, to Consolidated EBITDA. The minimum interest coverage ratio is calculated as the ratio of Consolidated EBITDA to Consolidated Cash Interest Expense. Consolidated Cash Interest Expense, as used in the covenant calculation, includes cash interest payments, net of any cash interest income. Under the Revolving Credit Facility, the maximum first lien gross leverage ratio shall be 1.50 to 1.00, the maximum total net leverage ratio shall be 2.50 to 1.00 and the minimum interest coverage ratio shall be 3.00 to 1.00.
The Company's first lien gross leverage ratio was 0.18 to 1.00 at September 30, 2025. The Company's total net leverage ratio was (0.04) to 1.00 at September 30, 2025. The Company's interest coverage ratio was 50.13 to 1.00 at September 30, 2025. The Company was in compliance with all covenants under the Revolving Credit Facility as of September 30, 2025.
At September 30, 2025, the Revolving Credit Facility had no borrowings outstanding and $78,663 of letters of credit outstanding, leaving $521,337 of unused capacity. At December 31, 2024, the Revolving Credit Facility had no borrowings outstanding and $107,087 of letters of credit outstanding, leaving $247,913 of unused capacity. From time to time, the Company is required to post financial assurances to satisfy contractual and other requirements generated in the normal course of business. Some of these assurances are posted to comply with federal, state or other government agencies' statutes and regulations. The Company sometimes uses letters of credit to satisfy these requirements, and these letters of credit reduce the Company's borrowing facility capacity.
The SPVs are not guarantors of the Revolving Credit Facility, and the SPVs either hold the assets pledged to the lenders or sell the assets to the lenders in the securitization facility. The SPVs had total assets of $326,734 and $133,853, comprised mainly of $325,591 and $133,694 trade receivables, net, at September 30, 2025 and December 31, 2024, respectively. Net income attributable to the SPVs was $3,776 and $528 for the three months ended September 30, 2025 and 2024, respectively, and $8,408 and $775 for the nine months ended September 30, 2025 and 2024, respectively, which was primarily attributable to intercompany fees paid to purchase the receivables, which have been eliminated in the Consolidated Financial Statements contained within this Quarterly Report on Form 10-Q. During the nine months ended September 30, 2025, there were no borrowings or payments under the accounts receivable securitization facilities. During the nine months ended September 30, 2024, there were no borrowings or payments under legacy CONSOL’s securitization facility. See Note 10 - Accounts Receivable Securitization for additional information.
Series 2025 Bonds
In connection with the Merger, on January 13, 2025, the Company purchased the Arch Bonds. The Company also consented to the release of all liens, mortgages and security interests granted or purported to be granted pursuant to the security documents relating to the Arch Bonds and to the termination of all such security documents. The $98,075 of Arch Bonds purchased by the Company constituted all of the outstanding Arch Bonds.
On March 27, 2025, the Company borrowed the proceeds of tax-exempt bonds issued by (i) the Pennsylvania Economic Development Financing Authority (“PEDFA”) in the aggregate principal amount of $97,560 (the “PEDFA Bonds”), at a fixed rate of 5.45% for an initial term of ten years on an unsecured basis, pursuant to a Bond Purchase Agreement, dated March 19, 2025, by and among Jefferies LLC, as the representative acting on behalf of itself, KeyBanc Capital Markets Inc., PNC CM, Goldman Sachs & Co. LLC, B. Riley Securities, Inc. and TCBI Securities, Inc. (collectively, the “Underwriters”), PEDFA and the Company; (ii) the Maryland Economic Development Corporation (“MEDCO”) in the aggregate principal amount of $102,865 (the “MEDCO Bonds”), at a fixed rate of 5.00% for an initial term of ten years on an unsecured basis, pursuant to a Bond Purchase Agreement, dated March 19, 2025, by and among the Underwriters, MEDCO and the Company; and (iii) the West Virginia Economic Development Authority (“WVEDA”) in the aggregate principal amount of $106,355 (the “WVEDA Bonds” and together with the PEDFA Bonds and the MEDCO Bonds, the “Bonds”), at a fixed rate of 5.45% for an initial term of ten years on an unsecured basis, pursuant to a Bond Purchase Agreement, dated March 19, 2025, by and among the Underwriters, WVEDA and the Company.
The Company used (i) a portion of the proceeds of the PEDFA Bonds to finance and refinance the costs of acquisition, construction, improvement, installation and equipping of certain solid waste disposal facilities located at the Central Preparation Plant in West Finley, Pennsylvania in part by refunding in full PEDFA’s outstanding $75,000 Solid Waste Disposal Revenue Bonds, Series 2021A (CONSOL Energy Inc. Project), (ii) the proceeds from the MEDCO Bonds to refinance the costs of acquisition, construction, improvement, installation and equipping of certain improvements, modifications and additions to a coal transshipment terminal located in the Canton area of the Port of Baltimore by refunding in full MEDCO’s outstanding $102,865 Port Facilities Refunding Revenue Bonds (CNX Marine Terminals Inc. Port of Baltimore Facility) Series 2010 and (iii) a portion of the proceeds of the WVEDA Bonds to finance and refinance the costs of acquisition, construction, improvement, installation and equipping of certain solid waste disposal facilities relating to a longwall coal mining complex known as the Leer South Mine located in Barbour County, West Virginia in part by refunding in full WVEDA’s outstanding $53,090 Solid Waste Disposal Facility Revenue Bonds (Arch Resources Project), Series 2020 and $44,985 Solid Waste Disposal Facility Revenue Bonds (Arch Resources Project), Series 2021.
The (i) PEDFA Bonds were issued pursuant to an indenture (the “PEDFA Indenture”), dated March 1, 2025, by and between PEDFA and Wilmington Trust, National Association, as trustee (the “Trustee”), and PEDFA made a loan of the proceeds of the PEDFA Bonds to the Company pursuant to a Loan Agreement, dated March 1, 2025 (the “PEDFA Loan Agreement”), between PEDFA and the Company; (ii) MEDCO Bonds were issued pursuant to an indenture (the “MEDCO Indenture”), dated March 1, 2025, by and between MEDCO and the Trustee, and MEDCO made a loan of the proceeds of the MEDCO Bonds to the Company pursuant to a Loan Agreement, dated March 1, 2025 (the “MEDCO Loan Agreement”), between MEDCO and the Company; and (iii) WVEDA Bonds were issued pursuant to an indenture (the “WVEDA Indenture” and together with the PEDFA Indenture and the MEDCO Indenture, the “Indentures”), dated March 1, 2025, by and between WVEDA and the Trustee, and WVEDA made a loan of the proceeds of the WVEDA Bonds to the Company pursuant to a Loan Agreement, dated as of March 1, 2025 (the “WVEDA Loan Agreement” and together with the PEDFA Loan Agreement and MEDCO Loan Agreement, the “Loan Agreements”), between WVEDA and the Company. Under the terms of the Loan Agreements, the Company agreed to make all payments of principal, interest and other amounts at any time due on the respective Bonds or under the respective Indenture.
As a result of these transactions, a loss of $11,680 was incurred and is included in Loss on Debt Extinguishment on the Consolidated Statement of Income (Loss) for the nine months ended September 30, 2025.