SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Delaware		47-3445032
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Canonsburg, PA15317-6506

~~(724) 485-3300~~(724) 416-8300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

__________________________________________________

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units representing limited partner interests	CCR	New York Stock Exchange

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.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth 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 filerx ☒Non-accelerated filer o☐ 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☒

CONSOL Coal Resources LP had ~~15,911,211~~16,021,699 common units, 11,611,067 subordinated units and a 1.7% general partner interest outstanding at ~~October 15, 2018.~~July 25, 2019.



		Page
	Part I. Financial Information

Item 1.	Financial Statements
	Consolidated Statements of Operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018	54
	Consolidated Statements of Comprehensive Income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018	65
	Consolidated Balance Sheets at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018	76
	Consolidated Statement of Partners’ Capital for the ~~nine~~three and six months ended ~~September~~June 30, 2019 and 2018	87
	Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018	98
	Notes to the Consolidated Financial Statements	109

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21

~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~	3520

Item 4.	Controls and Procedures	3534

	Part II. Other Information

Item 1.	Legal Proceedings	3635

Item 1A.	Risk Factors	3635

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3635

Item 4.	Mine Safety Disclosures	3635

Item 6.	Exhibits	3635

	Signatures	3837

Significant Relationships and Other Terms Referenced in this Quarterly Report

“Affiliated Company Credit Agreement” refers to an agreement entered into on November 28, 2017 among the Partnership and certain of its subsidiaries (collectively, the “Credit Parties”), CONSOL Energy, as lender and administrative agent, and PNC Bank, National Association, as collateral agent (“PNC”)., as amended by Amendment No. 1 to Affiliated Company Credit Agreement, dated March 28, 2019. The Affiliated Company Credit Agreement provides for a revolving credit facility in an aggregate principal amount of up to $275 million to be provided by CONSOL Energy, as lender;

“Class A Preferred Units” refers to the convertible preferred units representing limited partner interests in CONSOL Coal Resources LP. The Partnership issued 3,956,496 Class A Preferred Units to CNX on September 30, 2016. On October 2, 2017 the 3,956,496 Class A Preferred Units were converted to common units on a one-for-one basis, in accordance with our Partnership Agreement. The key terms of the Class A Preferred Units were described in our Annual Report on Form 10-K for the year ended December 31, 2016;

~~“CNX” refers to CNX Resources Corporation and its consolidated subsidiaries on or after November 28, 2017 and to CONSOL Energy Inc. and its consolidated subsidiaries prior to November 28, 2017;~~

“common units” refer to the limited partner interests in CONSOL 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 “CCR”;

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

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

“CONSOL Coal Resources LP,” the “Partnership,” “we,” “our,” “us” and similar terms refer to CONSOL Coal Resources LP, a Delaware limited partnership, and its subsidiaries, with common units listed for trading on the New York Stock Exchange under the ticker “CCR.” Prior to November 28, 2017, we were called CNX Coal Resources LP and our common units traded on the New York Stock Exchange under the ticker “CNXC”;

“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;

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

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

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

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

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

~~“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 by the First Amended and Restated Omnibus Agreement dated as of September 30, 2016, and as amended by the First Amendment to the First Amended and Restated Omnibus Agreement, dated November 28, 2017;

“PA Mining Acquisition” refers to a transaction which closed on September 30, 2016, wherein the Partnership and its wholly owned subsidiary, CONSOL Thermal Holdings, entered into a Contribution Agreement with CNX, CPCC and Conrhein, under which CONSOL 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);~~

“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, as replaced by the Third Amended and Restated Partnership Agreement dated as of November 28, 2017;

“Pennsylvania Mining Complex” refers to the Bailey, Enlow Fork, and Harvey coal mines, coal reserves and related assets and operations, located primarily in southwestern Pennsylvania. The Pennsylvania Mining Complex was owned 80% by CNX and 20% by CONSOL Thermal Holdings from July 2015 until the closing of the PA Mining Acquisition in September 2016. Following the PA Mining Acquisition until November 28, 2017, the Pennsylvania Mining Complex wasis owned 75% by ~~CNX~~our sponsor and its subsidiaries and 25% by CONSOL Thermal ~~Holdings. In connection with the separation on November 28, 2017, CNX’s 75% undivided interest in the Pennsylvania Mining Complex was transferred to CONSOL Energy;~~Holdings;

“PNC Revolving Credit Facility” refers to a credit agreement that the Partnership entered into on July 7, 2015, as borrower, and certain subsidiaries of the Partnership, as guarantors, for a $400 million revolving credit facility with PNC, as administrative agent, and other lender parties. On November 28, 2017, in connection with the separation, the Partnership paid all fees and other amounts outstanding under the PNC Revolving Credit Facility and terminated the PNC Revolving Credit Facility and the related loan documents;

“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, there are no outstanding preferred units;

“SEC” refers to the United States Securities and Exchange Commission;

“separation” refers to the separation of the coal business from CNX’s other businesses and the creation, as a result of the distribution, of an independent, publicly traded company (CONSOL Energy) to hold the assets and liabilities associated with the coal business (including CNX’s interest in the general partner and in us) after the distribution;

“sponsor” or “our sponsor” refers to ~~CNX prior to the completion of the separation on November 28, 2017 and to~~ CONSOL ~~Energy following the completion of the separation;~~Energy; and

“subordinated units” refer to limited partner interests in CONSOL Coal Resources LP having the rights and obligations specified with respect to subordinated units in the Partnership Agreement. ~~In connection with the completion~~All 11,611,067 of ~~the IPO, we issued 11,611,067~~our outstanding subordinated units ~~to CNX. In connection with the separation and the Affiliated Company Credit Agreement, all of the subordinated units were transferred directly to~~are held by CONSOL Energy.

PART I : FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOL COAL RESOURCES LP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except unit data)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017		2019		2018		2019		2018
Coal Revenue	$	73,700	$	69,811	$	254,126	$	224,850	$	87,655	$	92,674	$	170,781	$	180,426
Freight Revenue	611		5,451		9,444		12,962		964		4,361		2,629		8,833
Other Income	1,003		3,002		4,302		6,204		1,028		1,022		2,344		3,299
Total Revenue and Other Income	75,314		78,264		267,872		244,016		89,647		98,057		175,754		192,558

Operating and Other Costs ¹	49,540		52,160		159,126		152,275		58,450		57,299		110,544		109,586
Depreciation, Depletion and Amortization	11,059		10,352		33,769		31,150		11,336		11,896		22,553		22,710
Freight Expense	611		5,451		9,444		12,962		964		4,361		2,629		8,833
Selling, General and Administrative Expenses ²	3,899		4,283		10,260		11,218		2,953		3,341		7,513		6,361
Interest Expense, Net ³	1,560		2,404		5,295		7,257		1,557		1,784		2,908		3,735
Total Costs	66,669		74,650		217,894		214,862		75,260		78,681		146,147		151,225
Net Income	$	8,645	$	3,614	$	49,978	$	29,154	$	14,387	$	19,376	$	29,607	$	41,333

Net Income Attributable to General and Limited Partner Ownership Interest in CONSOL Coal Resources	$	8,645	$	3,614	$	49,978	$	29,154
Less: General Partner Interest in Net Income	146		35		846		470		242		328		499		700
Less: Net Income Allocable to Class A Preferred Units	—		1,851		—		5,553
Limited Partner Interest in Net Income	$	8,499	$	1,728	$	49,132	$	23,131	$	14,145	$	19,048	$	29,108	$	40,633
Less: Distribution Effect of Preferred Unit Conversion	—		173		—		173
Net Income Allocable to Limited Partner Units - Basic & Diluted	$	8,499	$	1,555	$	49,132	$	22,958

Net Income per Limited Partner Unit - Basic	$	0.31	$	0.07	$	1.79	$	0.98	$	0.51	$	0.69	$	1.05	$	1.48
Net Income per Limited Partner Unit - Diluted	$	0.31	$	0.07	$	1.78	$	0.98	$	0.51	$	0.69	$	1.05	$	1.47

Limited Partner Units Outstanding - Basic	27,521,519		23,339,457		27,508,275		23,320,593		27,632,766		27,520,333		27,611,089		27,501,543
Limited Partner Units Outstanding - Diluted	27,628,202		23,501,164		27,592,838		23,452,827		27,653,823		27,588,062		27,649,547		27,578,427

Cash Distributions Declared per Unit ⁴
Common Unit	$	0.5125	$	0.5125	$	1.5375	$	1.5375	$	0.5125	$	0.5125	$	1.0250	$	1.0250
Subordinated Unit	$	0.5125	$	0.5125	$	1.5375	$	1.5375	$	0.5125	$	0.5125	$	1.0250	$	1.0250

¹Related Party of ~~$725~~$767 and ~~$850~~$761 for the three months ended and ~~$2,172~~$1,530 and ~~$2,589~~$1,447 for the ~~nine~~six months ended ~~September~~June 30, 2019 and June 30, 2018, ~~and September 30, 2017,~~ respectively.

²Related Party of ~~$2,345~~$1,974 and ~~$834~~$1,953 for the three months ended and ~~$5,943~~$5,030 and ~~$2,288~~$3,598 for the ~~nine~~six months ended ~~September~~June 30, 2019 and June 30, 2018, ~~and September 30, 2017,~~ respectively.

³Related party of ~~$1,560~~$1,557 and $0$1,784 for the three months ended and ~~$5,295~~$2,908 and ~~$0 for the nine~~$3,735 six months ended ~~September~~June 30, 2019 and June 30, 2018, ~~and September 30, 2017,~~ respectively.

⁴Represents the cash distributions declared related to the period presented. See Note 1516 - Subsequent Events.

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

CONSOL COAL RESOURCES LP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017			2019			2018			2019			2018
Net Income	$	8,645		$	3,614		$	49,978		$	29,154		$	14,387		$	19,376		$	29,607		$	41,333

Recognized Net Actuarial Gain	(2		)	(39		)	(6		)	(118		)	(3		)	(2		)	(6		)	(4		)
Other Comprehensive Loss	(2		)	(39		)	(6		)	(118		)	(3		)	(2		)	(6		)	(4		)

Comprehensive Income	$	8,643		$	3,575		$	49,972		$	29,036		$	14,384		$	19,374		$	29,601		$	41,329

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

CONSOL COAL RESOURCES LP

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)


	(Unaudited)				(unaudited)
	September 30, 2018		December 31, 2017		June 30, 2019		December 31, 2018
ASSETS
Current Assets:
Cash	$	920	$	1,533	$	460	$	1,003
Trade Receivables	19,723		31,473		27,450		21,871
Other Receivables	327		1,970		599		1,068
Inventories	12,025		12,303		11,593		11,066
Prepaid Expenses	6,136		4,428		5,537		5,096
Total Current Assets	39,131		51,707		45,639		40,104
Property, Plant and Equipment:
Property, Plant and Equipment	935,899		910,468		965,678		946,298
Less—Accumulated Depreciation, Depletion and Amortization	516,093		483,410		548,745		526,747
Total Property, Plant and Equipment—Net	419,806		427,058		416,933		419,551
Other Assets:
Right of Use Asset—Operating Leases					17,994		—
Other Assets	14,943		15,474		13,531		14,908
Total Other Assets					31,525		14,908
TOTAL ASSETS	$	473,880	$	494,239	$	494,097	$	474,563


LIABILITIES AND PARTNERS’ CAPITAL
Current Liabilities:
Accounts Payable	$	20,656		$	19,718		$	24,811		$	24,834
Accounts Payable—Related Party	1,573			3,071			380			3,831
Other Accrued Liabilities	39,414			44,179			41,712			35,419
Total Current Liabilities	61,643			66,968			66,903			64,084
Long-Term Debt:
Affiliated Company Credit Agreement—Related Party	167,000			196,583			165,000			163,000
Capital Lease Obligations	6,005			73
Finance Lease Obligations							3,096			5,067
Total Long-Term Debt	173,005			196,656			168,096			168,067
Other Liabilities:
Pneumoconiosis Benefits	4,947			3,833			4,683			4,260
Workers’ Compensation	3,530			3,404			3,015			3,119
Asset Retirement Obligations	9,605			9,615			10,776			9,775
Operating Lease Liability							14,695			—
Other	605			607			539			518
Total Other Liabilities	18,687			17,459			33,708			17,672
TOTAL LIABILITIES	253,335			281,083			268,707			249,823
Partners’ Capital:
Common Units (15,911,211 Units Outstanding at September 30, 2018; 15,789,106 Units Outstanding at December 31, 2017)	210,376			205,974
Subordinated Units (11,611,067 Units Outstanding at September 30, 2018 and December 31, 2017)	(12,349		)	(15,225		)
Common Units (16,021,699 Units Outstanding at June 30, 2019; 15,911,211 Units Outstanding at December 31, 2018)							212,435			212,122
Subordinated Units (11,611,067 Units Outstanding at June 30, 2019 and December 31, 2018)							(11,091		)	(11,421		)
General Partner Interest	12,081			11,964			12,132			12,119
Accumulated Other Comprehensive Income	10,437			10,443			11,914			11,920
Total Partners’ Capital	220,545			213,156			225,390			224,740
TOTAL LIABILITIES AND PARTNERS’ CAPITAL	$	473,880		$	494,239		$	494,097		$	474,563

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

CONSOL COAL RESOURCES LP

CONSOLIDATED STATEMENT OF PARTNERS’ CAPITAL

(Dollars in thousands)


	Limited Partners															Limited Partners
	Common			Subordinated			General Partner			Accumulated Other Comprehensive Income (Loss)			Total			Common			Subordinated			General Partner			Accumulated Other Comprehensive Income (Loss)			Total
Balance at December 31, 2017	$	205,974		$	(15,225	)	$	11,964		$	10,443		$	213,156
Balance at December 31, 2018																$	212,122		$	(11,421	)	$	12,119		$	11,920		$	224,740
(unaudited)
Net Income	28,404			20,728			846			—			49,978			8,676			6,287			257			—			15,220
Unitholder Distributions	(24,460		)	(17,852		)	(729		)	—			(43,041		)	(8,211		)	(5,951		)	(243		)	—			(14,405		)
Unit-Based Compensation	1,370			—			—			—			1,370			397			—			—			—			397
Units Withheld for Taxes	(912		)	—			—			—			(912		)	(880		)	—			—			—			(880		)
Actuarially Determined Long-Term Liability Adjustments	—			—			—			(6		)	(6		)	—			—			—			(3		)	(3		)
Balance at September 30, 2018	$	210,376		$	(12,349	)	$	12,081		$	10,437		$	220,545
Balance at March 31, 2019																$	212,104		$	(11,085	)	$	12,133		$	11,917		$	225,069
Net Income																8,201			5,944			242			—			14,387
Unitholder Distributions																(8,211		)	(5,950		)	(243		)	—			(14,404		)
Unit-Based Compensation																341			—			—			—			341
Units Withheld for Taxes																—			—			—			—			—
Actuarially Determined Long-Term Liability Adjustments																—			—			—			(3		)	(3		)
Balance at June 30, 2019																$	212,435		$	(11,091	)	$	12,132		$	11,914		$	225,390



	Limited Partners
	Common			Subordinated			General Partner			Accumulated Other Comprehensive Income (Loss)			Total
Balance at December 31, 2017	$	205,974		$	(15,225	)	$	11,964		$	10,443		$	213,156
(unaudited)
Net Income	12,477			9,108			372			—			21,957
Unitholder Distributions	(8,153		)	(5,951		)	(242		)	—			(14,346		)
Unit-Based Compensation	359			—			—			—			359
Units Withheld for Taxes	(899		)	—			—			—			(899		)
Actuarially Determined Long-Term Liability Adjustments	—			—			—			(2		)	(2		)
Balance at March 31, 2018	$	209,758		$	(12,068	)	$	12,094		$	10,441		$	220,225
Net Income	11,013			8,035			328			—			19,376
Unitholder Distributions	(8,153		)	(5,950		)	(244		)	—			(14,347		)
Unit-Based Compensation	508			—			—			—			508
Units Withheld for Taxes	—			—			—			—			—
Actuarially Determined Long-Term Liability Adjustments	—			—			—			(2		)	(2		)
Balance at June 30, 2018	$	213,126		$	(9,983	)	$	12,178		$	10,439		$	225,760

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

CONSOL COAL RESOURCES LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(unaudited)


	Nine Months Ended September 30,						Six Months Ended June 30,
	2018			2017			2019			2018
Cash Flows from Operating Activities:
Net Income	$	49,978		$	29,154		$	29,607		$	41,333
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization	33,769			31,150			22,553			22,710
Gain on Sale of Assets	(62		)	(1,406		)
Loss (Gain) on Sale of Assets							5			(62		)
Unit-Based Compensation	1,370			3,791			738			867
Other Adjustments to Net Income	—			673
Changes in Operating Assets:
Accounts and Notes Receivable	13,393			(329		)	(5,101		)	9,072
Inventories	278			(457		)	(527		)	1,285
Prepaid Expenses	(1,708		)	(1,553		)	(441		)	930
Changes in Other Assets	531			185			1,377			967
Changes in Operating Liabilities:
Accounts Payable	680			1,372			(1,160		)	1,723
Accounts Payable—Related Party	(1,498		)	240			(3,451		)	384
Other Operating Liabilities	(2,483		)	(2,464		)	2,902			(1,466		)
Changes in Other Liabilities	886			427			576			470
Net Cash Provided by Operating Activities	95,134			60,783			47,078			78,213
Cash Flows from Investing Activities:
Capital Expenditures	(20,256		)	(12,261		)	(18,046		)	(12,179		)
Proceeds from Sales of Assets	170			1,500			4			165
Net Cash Used in Investing Activities	(20,086		)	(10,761		)	(18,042		)	(12,014		)
Cash Flows from Financing Activities:
Payments on Capitalized Leases	(2,125		)	(74		)
Net Payments on Related Party Long-Term Notes	(29,583		)	—
Net Payments on Revolver	—			(13,000		)
Payments on Finance Leases							(1,890		)	(1,411		)
Net Proceeds from (Payments on) Related Party Long-Term Notes							2,000			(36,083		)
Payments for Unitholder Distributions	(43,041		)	(42,150		)	(28,809		)	(28,693		)
Units Withheld for Taxes	(912		)	(1,009		)	(880		)	(899		)
Net Cash Used in Financing Activities	(75,661		)	(56,233		)	(29,579		)	(67,086		)
Net Decrease in Cash	(613		)	(6,211		)	(543		)	(887		)
Cash at Beginning of Period	1,533			9,785			1,003			1,533
Cash at End of Period	$	920		$	3,574		$	460		$	646

Non-Cash Investing and Financing Activities:
Capital Lease	$	11,495		$	—
Finance Lease							$	—		$	11,495

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

CONSOL COAL RESOURCES LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per unit amounts)

NOTE 1—BASIS OF PRESENTATION:

The accompanying unaudited ~~consolidated financial statements~~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 adjustments) considered necessary for a fair presentation have been included.

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, the unaudited Consolidated Financial Statements include the accounts of CONSOL Operating and CONSOL Thermal Holdings, wholly owned and controlled subsidiaries.

~~On November 28, 2017, CONSOL Energy was separated from CNX into an independent, publicly traded coal company via~~The Partnership is a ~~pro rata distribution of~~master limited partnership formed on March 16, 2015 to manage and further develop all of ~~CONSOL Energy’s common stock to CNX’s stockholders. CONSOL Energy was originally formed as CONSOL Mining Corporation~~our sponsor's active coal operations in ~~Delaware on~~Pennsylvania. As of June ~~21, 2017 to hold CNX’s coal business including its~~30, 2019, the Partnership's assets are comprised of a 25% undivided interest in, and operational control over, the Pennsylvania Mining ~~Complex and certain related coal assets, including CNX’s ownership interest in~~Complex. The Partnership's common units trade on the Partnership and our general partner, CNX’s terminal operations at the Port of Baltimore and undeveloped coal reserves located in the Northern Appalachian, Central Appalachian and Illinois basins and certain related coal assets and liabilities. As part of the separation, CONSOL Mining Corporation changed its name to CONSOL Energy Inc. and began usingNew York Stock Exchange under the ticker “CEIX”, CNX changed its name to CNX Resources Corporation kept the ticker “CNX”, the Partnership changed its name to CONSOL Coal Resources LP and its ticker to “CCR” and the general partner changed its name to CONSOL Coal Resources GP LLC.symbol “CCR.”

Recent Accounting Pronouncements:

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15 - Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40) to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. The amendments in update 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements of capitalizing implementation costs incurred to develop or obtain internal-use software. These changes will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Management is currently evaluating the impact this guidance may have on the Partnership’s financial statements.

In August 2018, the FASB issued ASU 2018-14 - Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20) to improve the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by GAAP. The amendments modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. These changes will be effective for fiscal years ending after December 15, 2020, including interim periods within those fiscal years. Management is currently evaluating the impact this guidance may have on the Partnership's financial statements.

In August 2018, the FASB issued ASU 2018-13 - Fair Value Measurement (Topic 820) to improve the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by GAAP. The amendments modify the disclosure requirements on fair value measurements including the consideration of costs and benefits. These changes will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Management is currently evaluating the impact this guidance may have on the Partnership's financial statements.

In July 2018, the FASB issued ASU 2018-11 - Leases (Topic 842) to assist stakeholders with implementation questions and issues as organizations prepare to adopt the new leasing standard. Under the amendments in ASU 2018-11, entities may elect not to recast the comparative periods presented when transitioning to ASC 842 and lessors may elect not to separate lease and nonlease components when certain conditions are met. These changes will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is currently evaluating the impact this guidance may have on the Partnership’s financial statements.

In June 2018, the FASB issued ASU 2018-07 - Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this update seek to simplify accounting for nonemployee share-based payments by clarifying and improving the areas of the overall measurement objective, measurement date, and awards with performance conditions. 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. Management does not expect this update to have a material impact on the Partnership's financial statements.

In January 2018, the FASB issued ASU 2018-01 - Leases (Topic 842) Land Easement Practical Expedient for Transition to Topic 842. This update, if elected, would not require an entity to reassess the accounting treatment of existing land easements not currently accounted for as a lease under Topic 840. Once an entity adopts Topic 842, it should apply that Topic prospectively to all new (or modified) land easements to determine whether the arrangement should be accounted for as a lease.

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 expecting to adopt this practical expedient and is currently evaluating the impact this guidance may have on the Partnership’s financial statements.

In June 2016, the FASB issued ASU 2016-13 - Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which provides financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this, the amendments in this ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The measurement of expected credit losses will be based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. In May 2019, the FASB updated Topic 326 by issuing ASU 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief, which provides entities that have certain instruments within the scope of Subtopic 326-20, Financial Instruments-Credit Losses - Measured at Amortized Cost, with an option to irrevocably elect the fair value option in Subtopic 825-10, Financial Instruments-Overall, applied on an instrument-by-instrument basis for eligible instruments, upon adoption of Topic 326. The amendments in ~~this ASU~~these Updates will be applied using a modified-retrospective approach and, for public entities, are effective for fiscal years beginning after December 15, 2019 and interim periods within those annual periods. ~~Early adoption is permitted for fiscal years beginning after December 15, 2018 and interim periods within those annual periods.~~ Management does not expect this update to have a material impact on the Partnership's financial statements.

In 2016, the FASB issued a new lease accounting standard which requires lessees to put most leases on their balance sheets, but recognize the expenses in their income statements in a manner similar to current practice. The new standard states that a lessee will recognize a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. Expenses related to leases determined to be operating leases will be recognized on a straight-line basis, while those determined to be financing leases will be recognized following a front-loaded expense profile in which interest and amortization are presented separately in the income statement. The ultimate impact of the standard will depend on the Partnership's lease portfolio as of the adoption date. The Partnership will adopt ASC 842 using a modified retrospective transition method. The Partnership continues to assess its current population of contracts classified as leases, which will be updated as the lease population changes, continues to evaluate new business processes related to internal controls for leases and is assessing and documenting the accounting impacts related to the new standard. In addition to monitoring FASB activity regarding ASU 2016-02, the Partnership continues to monitor various non-authoritative groups with respect to implementation issues that could affect its assessment. These changes will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is currently evaluating the impact this guidance may have on the Partnership’s financial statements.

NOTE 2—REVENUE:

The following table disaggregates our revenue by major source for the three and ~~nine~~six months ended ~~September~~June 30, 2019 and June 30, 2018:



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Coal Revenue	$	87,655	$	92,674	$	170,781	$	180,426
Freight Revenue	964		4,361		2,629		8,833
Total Revenue from Contracts with Customers	$	88,619	$	97,035	$	173,410	$	189,259

Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018
Coal Revenue $ 73,700
$ 254,126
Freight Revenue 611
9,444
Total Revenue from Contracts with Customers $ 74,311
$ 263,570

~~ASU 2014-09 - Revenue from Contracts with Customers.~~ On January 1, 2018, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all the related amendments (“new revenue standard”) for all contracts using the modified retrospective method. There was no cumulative adjustment to the opening balance of retained earnings as a result of initially applying the new revenue standard. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. We do not expect the adoption of the new revenue standard~~to have a material impact to our net income on an ongoing basis.~~ Our revenue ~~continues to be~~is recognized when title passes to the customer. We have determined that each ton of coal represents a separate and distinct performance obligation. Our coal supply contracts and other sales and operating revenue contracts vary in length from short-term to long-term contracts and do not typically have significant financing components.

The estimated transaction price from each of our contracts is based on the total amount of consideration to which we expect to be entitled under the contract. Included in the transaction price for certain coal supply contracts is the impact of variable consideration, including quality price adjustments, handling services, per-ton price fluctuations based on certain coal sales price indices and anticipated payments in lieu of shipments. The estimated transaction price for each contract is allocated to our performance obligations based on relative standalone selling prices determined at contract inception.

Coal Revenue

Revenues are recognized when title passes to the customers and the price is fixed and determinable. Generally, title passes when coal is loaded at the central preparation facility and, on occasion, at terminal locations or other customer destinations. Our coal contract revenue per ton is fixed and determinable and adjusted for nominal quality adjustments. Some coal contracts also contain positive electric power price-related adjustments in addition to a fixed base-price per ton. None of the Partnership's coal contracts allow for retroactive adjustments to pricing after title to the coal has passed.

Some of our contracts span multiple years and have annual pricing modification provisions, based upon market-driven or inflationary adjustments, where no additional value is exchanged. Also, some of our contracts contain favorable electric power price related adjustments, which represent market-driven price adjustments, wherein there is no additional value being exchanged. Management believes that the invoice price is the most appropriate rate at which to recognize revenue.

While we do, from time to time, experience costs of obtaining coal customer contracts with amortization periods greater than one year, those costs ~~would be~~have been immaterial to our net income. As of and for the three and ~~nine~~six months ended ~~September~~June 30, 2019 and June 30, 2018, we do not have any capitalized costs to obtain customer contracts on our balance sheet nor have we recognized any amortization of previously existing capitalized costs of obtaining customer contracts. Further, the Partnership has not recognized any revenue in the current period from performance obligations satisfied (or partially satisfied) in previous periods.

Freight Revenue

Some of our coal contracts require that we sell our coal at locations other than our central preparation plant. The cost to transport our coal to the ultimate sales point is passed through to our customers and we recognize the freight revenue equal to the transportation cost when title of the coal passes to the customer.

Contract Balances

Contract assets are recorded as trade receivables and reported separately in the Partnership's unaudited Consolidated Balance Sheets from other contract assets as title passes to the customer and the Partnership's right to consideration becomes unconditional. Payments for coal shipments are typically due within two to four weeks of the invoice date. The Partnership typically does not have material contract assets that are stated separately from trade receivables as the Partnership's performance obligations are satisfied as control of the goods or services passes to the customer, thereby granting the Partnership an unconditional right to receive consideration. Contract liabilities relate to consideration received in advance of the satisfaction of the Partnership's performance obligations. Contract liabilities are recognized as revenue at the point in time when control of the good or service passes to the customer.

NOTE 3—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.

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 should be included in the diluted net income per limited partner unit calculation, the impact is reflected by applying the treasury stock method.

The following table illustrates the Partnership’s calculation of net income per unit for common units and subordinated units (in thousands, except for per unit information):



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Net Income	$	14,387	$	19,376	$	29,607	$	41,333
Less: General Partner Interest in Net Income	242		328		499		700
Net Income Allocable to Limited Partner Units	$	14,145	$	19,048	$	29,108	$	40,633

Limited Partner Interest in Net Income - Common Units	$	8,201	$	11,013	$	16,877	$	23,490
Limited Partner Interest in Net Income - Subordinated Units	5,944		8,035		12,231		17,143
Limited Partner Interest in Net Income - Basic & Diluted	$	14,145	$	19,048	$	29,108	$	40,633

Weighted Average Limited Partner Units Outstanding - Basic
Common Units	16,021,699		15,909,266		16,000,022		15,890,476
Subordinated Units	11,611,067		11,611,067		11,611,067		11,611,067
Total	27,632,766		27,520,333		27,611,089		27,501,543

Weighted Average Limited Partner Units Outstanding - Diluted
Common Units	16,042,756		15,976,995		16,038,480		15,967,360
Subordinated Units	11,611,067		11,611,067		11,611,067		11,611,067
Total	27,653,823		27,588,062		27,649,547		27,578,427

Net Income Per Limited Partner Unit - Basic
Common Units	$	0.51	$	0.69	$	1.05	$	1.48
Subordinated Units	$	0.51	$	0.69	$	1.05	$	1.48
Net Income Per Limited Partner Unit - Basic	$	0.51	$	0.69	$	1.05	$	1.48

Net Income Per Limited Partner Unit - Diluted
Common Units	$	0.51	$	0.69	$	1.05	$	1.47
Subordinated Units	$	0.51	$	0.69	$	1.05	$	1.48
Net Income Per Limited Partner Unit - Diluted	$	0.51	$	0.69	$	1.05	$	1.47

Three Months Ended September 30, Nine Months Ended September 30,
2018 2017 2018 2017
Net Income $ 8,645
$ 3,614
$ 49,978
$ 29,154
Less: General Partner Interest in Net Income 146
35
846
470
Less: Net Income Allocable to Class A Preferred Units —
1,851
—
5,553
Less: Distribution Effect of Preferred Unit Conversion —
173
—
173
Net Income Allocable to Limited Partner Units - Basic & Diluted $ 8,499
$ 1,555
$ 49,132
$ 22,958

Net Income Allocable to Common Units - Basic $ 4,914
$ 882
$ 28,404
$ 11,633
Less: Effect of Preferred Unit Conversion —
96
—
96
Net Income Allocable to Common Units - Basic & Diluted $ 4,914
$ 786
$ 28,404
$ 11,537

Limited Partner Interest in Net Income - Subordinated Units $ 3,585
$ 846
$ 20,728
$ 11,498
Less: Effect of Preferred Unit Conversion —
77
—
77
Net Income Allocable to Subordinated Units - Basic & Diluted $ 3,585
$ 769
$ 20,728
$ 11,421

Weighted Average Limited Partner Units Outstanding - Basic
Common Units 15,910,452
11,728,390
15,897,208
11,709,526
Subordinated Units 11,611,067
11,611,067
11,611,067
11,611,067
Total 27,521,519
23,339,457
27,508,275
23,320,593

Weighted Average Limited Partner Units Outstanding - Diluted
Common Units 16,017,135
11,890,097
15,981,771
11,841,760
Subordinated Units 11,611,067
11,611,067
11,611,067
11,611,067
Total 27,628,202
23,501,164
27,592,838
23,452,827

Net Income Per Limited Partner Unit - Basic
Common Units $ 0.31
$ 0.07
$ 1.79
$ 0.99
Subordinated Units $ 0.31
$ 0.07
$ 1.79
$ 0.98
Net Income Per Limited Partner Unit - Basic $ 0.31
$ 0.07
$ 1.79
$ 0.98

Net Income Per Limited Partner Unit - Diluted
Common Units $ 0.31
$ 0.07
$ 1.78
$ 0.97
Subordinated Units $ 0.31
$ 0.07
$ 1.79
$ 0.98
Net Income Per Limited Partner Unit - Diluted $ 0.31
$ 0.07
$ 1.78
$ 0.98

The outstanding Class A Preferred Units were converted on a one-to-one basis into common units on October 2, 2017, under the terms of the Partnership Agreement. As a result, the Partnership issued an aggregate of 3,956,496 Common Units to CNX and canceled the Class A Preferred Units. Following the conversion of the Class A Preferred Units into Common Units, no Class A Preferred Units are outstanding.

There were nozero phantom units excluded from the computation of the diluted earnings per unit, because their effect would be anti-dilutive for the three and six months ended ~~September~~June 30, ~~2018 and September 30, 2017.~~2019. There were no126,799 phantom units excluded from the computation of the diluted earnings per unit, because their effect would be anti-dilutive for the ~~nine~~three and six months ended ~~September~~June 30, 2018. There were 333,943 phantom units excluded from the computation of the diluted earnings per unit, because their effect would be anti-dilutive for the nine months ended September 30, 2017. Diluted net income per limited partner unit does not reflect the potential dilution that could occur if the preferred units of the partnership were converted to common units, because the effect would be anti-dilutive for the three and nine months ended September 30, 2017.

NOTE 4—INVENTORIES:



	June 30, 2019		December 31, 2018
Coal	$	970	$	1,160
Supplies	10,623		9,906
Total Inventories	$	11,593	$	11,066

September 30,
2018 December 31,
2017
Coal $ 2,393
$ 2,853
Supplies 9,632
9,450
Total Inventories $ 12,025
$ 12,303

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.

NOTE 5—PROPERTY, PLANT AND EQUIPMENT:



	June 30, 2019		December 31, 2018
Coal and Other Plant and Equipment	$	653,407	$	636,105
Coal Properties and Surface Lands	122,674		122,679
Airshafts	104,313		102,275
Mine Development	81,538		81,538
Advance Mining Royalties	3,746		3,701
Total Property, Plant and Equipment	965,678		946,298
Less: Accumulated Depreciation, Depletion and Amortization	548,745		526,747
Total Property, Plant and Equipment, Net	$	416,933	$	419,551

September 30,
2018 December 31,
2017
Coal and Other Plant and Equipment $ 628,888
$ 607,314
Coal Properties and Surface Lands 122,597
122,377
Airshafts 99,181
95,566
Mine Development 81,538
81,538
Coal Advance Mining Royalties 3,695
3,673
Total Property, Plant and Equipment 935,899
910,468
Less: Accumulated Depreciation, Depletion and Amortization 516,093
483,410
Total Property, Plant and Equipment, Net $ 419,806
$ 427,058

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 ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, property, plant and equipment includes gross assets under ~~capital~~finance lease of ~~$11,867~~$11,882 and ~~$625,~~$11,919, respectively. Accumulated amortization for ~~capital~~finance leases was ~~$2,551~~$5,415 and ~~$473~~$3,529 at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively. Amortization expense for assets under ~~capital~~finance leases approximated ~~$967~~$966 and ~~$24~~$968 for the three months ended and ~~$2,262~~$ 1,933 and ~~$72~~$1,295 for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~June 30, 2018, respectively, and is included in Depreciation, Depletion and Amortization in the accompanying unaudited Consolidated Statements of Operations.

NOTE 6—LEASES:

On January 1, 2019, the Partnership adopted Accounting Standards Codification (“ASC”) Topic 842 using the transition option, “Comparatives Under 840 Option,” established by ASU 2018-11, Leases (Topic 842), Targeted Improvements. As allowed under this guidance, the Partnership elected not to recast the comparative periods presented when transitioning to ASC 842. As most of the Partnership's leases do not provide an implicit rate, the Partnership has taken a portfolio approach of applying its incremental borrowing rate based on the information available at the adoption date to calculate the present value of lease payments over the lease term. The Partnership has elected the package of practical expedients permitted under the transition guidance within the standard, which allows the Partnership (1) to not reassess whether any expired or existing contracts are or contain leases, (2) to not reassess the lease classification for any expired or existing leases, and (3) to not reassess initial direct costs for any existing leases. The Partnership has also elected the practical expedient to not evaluate land easements that existed or expired before its adoption of Topic 842 and the practical expedient to not separate lease and non-lease components; that is, to account lease and non-lease components in a contract as a single lease component for all classes of underlying assets. Further, the Partnership made an accounting policy election to keep leases with an initial term of twelve months or less off the Consolidated Balance Sheets. The Partnership will recognize those lease payments in the unaudited Consolidated Statements of Operations over the lease term. For the three and six months ended June 30, 2019, these short term lease expenses were not material to the Partnership's financial statements.

Based on the Partnership's lease portfolio, the standard had a material impact on the Partnership’s unaudited Consolidated Balance Sheets, but did not have a significant impact on the Partnership’s consolidated net earnings and cash flows. The most significant impact was the recognition of Right of Use (“ROU”) assets and lease liabilities for operating leases, while the accounting for finance leases remained substantially unchanged. The Partnership's bank covenants were not affected by this update. The Partnership recorded operating lease ROU assets and operating lease liabilities of approximately $20 million as of January 1, 2019, primarily related to mining equipment, based on the present value of the future lease payments on the date of adoption.

The Partnership determines if an arrangement is an operating or finance lease at inception of the applicable lease. For leases where the Partnership is the lessee, ROU assets represent the Partnership’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Partnership’s leases do not provide an implicit interest rate, the Partnership uses its incremental borrowing rate based on the information available on the commencement date in determining the present value of lease payments. The ROU asset also consists of any prepaid lease payments, lease incentives received, and costs which will be incurred in exiting a lease. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Partnership will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while the expense for finance leases is recognized as depreciation expense and interest expense using the interest method of recognition.

The Partnership has operating leases for mining or other equipment used in operations and office space. Many leases include one or more options to renew, some of which include options to extend the leases, and some leases include options to terminate or buy out the leases within a set period of time. In some of the Partnership’s lease agreements, the rental payments are adjusted periodically to reflect actual charges incurred for inflation and/or changes in other indexes. Many of our operating lease payments for mining equipment contain a variable component which is calculated based upon production metrics such as feet of advance or raw tonnage mined. While most of our leases contain clauses regarding the general condition of the equipment upon lease termination, they do not contain residual value guarantees.

For the three and six ended June 30, 2019, the components of operating lease expense were as follows:



	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Fixed Operating Lease Expense	$	1,538	$	3,180
Variable Operating Lease Expense	825		1,588
Total Operating Lease Expense	$	2,363	$	4,768

Supplemental cash flow information related to the Partnership’s operating leases for the six months ended June 30, 2019 was as follows:



Cash Paid for Amounts Included in the Measurement of Operating Lease Liabilities	$	1,886
ROU Assets Obtained in Exchange for Operating Lease Obligations	$	—

The following table presents the lease balances within the unaudited Consolidated Balance Sheets, weighted average lease term, and weighted average discount rates related to the Partnership’s operating leases as of June 30, 2019:



Lease Assets and Liabilities	Classification	Amount
Assets:
Operating Lease ROU Assets	Other Assets	$	17,994

Liabilities:
Current:
Operating Lease Liabilities	Other Accrued Liabilities	$	3,839
Long-Term:
Operating Lease Liabilities	Operating Lease Liabilities	$	14,695
Total Operating Lease Liabilities		$	18,534

Weighted Average Remaining Lease Term (in Years)		4.39
Weighted Average Discount Rate		6.69		%

The Partnership also enters into finance leases for mining equipment and automobiles. Assets arising from finance leases are included in Property, Plant and Equipment, Net and the liabilities are included in Other Accrued Liabilities and Long-Term Debt in the Partnership's unaudited Consolidated Balance Sheets.

For the three and six months ended June 30, 2019, the components of finance lease expense were as follows:



	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Amortization of Right of Use Assets	$	966	$	1,933
Interest Expense	$	96	$	205

The following table presents the weighted average lease term and weighted average discount rates related to the Partnership’s finance leases as of June 30, 2019:



Weighted Average Remaining Lease Term (in Years)	1.70
Weighted Average Discount Rate	5.25	%

The following table presents the future maturities of the Partnership’s operating and finance lease liabilities, together with the present value of the net minimum lease payments, at June 30, 2019:



	Finance Leases		Operating Leases
Remainder of 2019	$	1,747	$	2,913
2020	4,181		5,686
2021	1,055		5,483
2022	15		3,029
2023	11		1,314
Thereafter	—		3,044
Total minimum lease payments	$	7,009	$	21,469
Less amount representing interest	318		2,935
Present value of minimum lease payments	$	6,691	$	18,534

As of June 30, 2019, the Partnership had no additional significant operating or finance leases that had not yet commenced.

NOTE 6—7—OTHER ACCRUED LIABILITIES:



	June 30, 2019		December 31, 2018
Subsidence Liability	$	22,731	$	20,883
Accrued Payroll and Benefits	4,527		2,693
Accrued Interest (Related Party)	2,049		1,767
Accrued Other Taxes	453		1,071
Other	1,443		2,440
Current Portion of Long-Term Liabilities:
Operating Lease Liability	3,839		—
Finance Leases	3,595		3,503
Workers’ Compensation	1,841		1,554
Asset Retirement Obligations	954		1,202
Pneumoconiosis Benefits	152		165
Long-Term Disability	128		141
Total Other Accrued Liabilities	$	41,712	$	35,419

September 30,
2018 December 31, 2017
Subsidence Liability $ 22,947
$ 22,430
Accrued Payroll and Benefits 3,483
3,219
Accrued Interest (Related Party) 1,832
824
Accrued Other Taxes 1,336
1,399
Equipment Lease Rental 784
2,906
Longwall Equipment Buyout —
5,658
Other 2,636
5,069
Current Portion of Long-Term Liabilities:
Capital Leases 3,453
77
Workers’ Compensation 1,446
1,381
Asset Retirement Obligations 1,202
881
Pneumoconiosis Benefits 166
195
Long-Term Disability 129
140
Total Other Accrued Liabilities $ 39,414
$ 44,179

NOTE ~~7—LONG-TERM DEBT:~~8—AFFILIATED COMPANY CREDIT AGREEMENT:



	June 30, 2019		December 31, 2018
Affiliated Company Credit Agreement (3.75% interest rate at June 30, 2019 and December 31, 2018)	$	165,000	$	163,000

September 30,
2018 December 31,
2017
Affiliated Company Credit Agreement $ 167,000
$ 196,583

Total Long-Term Debt $ 167,000
$ 196,583

Affiliated Company Credit Agreement

On November 28, 2017, the Partnership and the other Credit Parties entered into the Affiliated Company Credit Agreement by and among the Credit Parties, CONSOL Energy, as lender and administrative agent, and PNC. On March 28, 2019, the Affiliated Company Credit Agreement was amended to extend the maturity date from February 27, 2023 to December 28, 2024. The Affiliated Company Credit Agreement provides for a revolving credit facility in an aggregate principal amount of up to $275,000 to be provided by CONSOL Energy, as lender. In connection with the ~~completion of the separation and the~~ Partnership’s entry into the Affiliated Company Credit Agreement, the Partnership made an initial draw of $200,583, the net proceeds of which were used to repay the ~~PNC Revolving Credit Facility, to provide working capital for~~amounts outstanding under the ~~Partnership following the separation and for other general corporate purposes.~~Partnership's prior credit facility. Additional drawings under the Affiliated Company Credit Agreement are available for general partnership purposes. The Affiliated Company Credit Agreement matures on February 27, 2023. The collateral obligations under the Affiliated Company Credit Agreement generally mirror the PNC Revolving Credit Facility, including the list of entities that act as guarantors thereunder. The obligations under the Affiliated Company Credit Agreement are guaranteed by the Partnership’s subsidiaries and secured by substantially all of the assets of the Partnership and its subsidiaries pursuant to the security agreement and various mortgages.

Interest on outstanding obligations under our Affiliated Company Credit Agreement accrues at a fixed rate ranging from 3.75% to 4.75%, depending on the total net leverage ratio. The unused portion of our Affiliated Company Credit Agreement is subject to a commitment fee of 0.50% per annum.

The Partnership had available capacity under the Affiliated Company Credit Agreement of ~~$108,000~~$110,000 and ~~$78,417~~$112,000 as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively. Interest on outstanding borrowings under the Affiliated Company Credit Agreement was accrued at a rate of 3.75% ~~and 4.25%~~ as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017, respectively.~~2018. The Affiliated Company Credit Agreement contains certain covenants and conditions that, among other things, limit the Partnership’s ability to: (i) incur or guarantee additional debt; (ii) make cash distributions (subject to certain limited exceptions); 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; (iii) incur certain liens or permit them to exist; (iv) 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; (v) enter into certain types of transactions with affiliates; (vi) merge or consolidate with another company; and (vii) transfer, sell or otherwise dispose of assets. The Partnership is also subject to covenants that require the Partnership to maintain certain financial ratios.

For example, the Partnership is obligated to maintain at the end of each fiscal quarter (a) maximum first lien gross leverage ratio of 2.75 to 1.00 and (b) a maximum total net leverage ratio of 3.25 to 1.00, each of which will be calculated on a consolidated basis for the Partnership and its restricted subsidiaries at the end of each fiscal ~~quarter.~~quarter. At ~~September~~June 30, ~~2018,~~2019, the Partnership was in compliance with its debt covenants with the first lien gross leverage ratio ~~at 1.45~~at 1.56 to 1.00 and the total net leverage ratio at ~~1.44~~1.55 to 1.00.

NOTE 8—9—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 June 30,					Six Months Ended June 30,					Three Months Ended June 30,						Six Months Ended June 30,
	2019		2018			2019		2018			2019			2018			2019			2018
Service Cost	$	200	$	372		$	400	$	745		$	349		$	366		$	698		$	732
Interest Cost	48		36			97		72			41			35			82			70
Amortization of Actuarial (Gain) Loss	7		(5		)	13		(11		)	(12		)	(1		)	(24		)	(3		)
State Administrative Fees and Insurance Bond Premiums	—		—			—		—			45			22			96			29
Net Periodic Benefit Cost	$	255	$	403		$	510	$	806		$	423		$	422		$	852		$	828

CWP
Workers’ Compensation
Three Months Ended
September 30, Nine Months Ended
September 30, Three Months Ended
September 30, Nine Months Ended
September 30,
2018 2017 2018 2017 2018 2017 2018 2017
Service Cost $ 372
$ 283
$ 1,117
$ 849
$ 366
$ 320
$ 1,098
$ 961
Interest Cost 36
18
108
54
35
33
105
98
Amortization of Actuarial Gain (5 ) (34 ) (16 ) (102 ) (1 ) (8 ) (4 ) (25 )
State Administrative Fees and Insurance Bond Premiums —
—
—
—
18
44
47
142
Net Periodic Benefit Cost $ 403
$ 267
$ 1,209
$ 801
$ 418
$ 389
$ 1,246
$ 1,176

NOTE 9—10—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.

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:



	June 30, 2019				December 31, 2018
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Affiliated Company Credit Agreement - Related Party	$	165,000	$	165,000	$	163,000	$	163,000

September 30, 2018 December 31, 2017

Carrying
Amount

Fair
Value

Carrying
Amount

Fair
Value
Affiliated Company Credit Agreement - Related Party $ 167,000
$ 167,000
$ 196,583
$ 196,583

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—~~11—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 its 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 ~~September~~June 30, ~~2018,~~2019, the Partnership was 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 ~~$83,299.~~$98,546. The instruments are comprised of ~~$301~~$856 of letters of credit expiring within the next ~~year, $73,536~~three years, $88,814 of environmental surety bonds expiring within the next three years, and ~~$9,462~~$8,876 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 1112—RECEIVABLES FINANCING AGREEMENT

On November 30, 2017, (i) CONSOL ~~Marine Terminals LLC, formerly known as CNX~~ Marine Terminals LLC, as an originator of receivables, (ii) CPCC, as an originator of receivables and as initial servicer of the receivables for itself and the other originators (collectively, the “Originators”), each a wholly owned subsidiary of CONSOL Energy, and (iii) CONSOL Funding LLC (the “SPV”), as buyer, entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”). Concurrently, (i) CONSOL Thermal Holdings, as sub-originator, and (ii) CPCC, as buyer and as initial servicer of the receivables for itself and CONSOL Thermal Holdings, entered into a Sub-Originator Agreement (the “Sub-Originator PSA”). In addition, on that date, the SPV entered into a Receivables Financing Agreement (the “Receivables Financing Agreement”) by and among (i) the SPV, as borrower, (ii) CPCC, as initial servicer, (iii) PNC, as administrative agent, LC Bank and lender, and (iv) the additional persons from time to time party thereto as lenders. Together, the Purchase and Sale Agreement, the Sub-Originator PSA and the Receivables Financing Agreement establish the primary terms and conditions of an accounts receivable securitization program (the “Securitization”). On August 30, 2018, the Securitization was amended, among other things, to extend the scheduled termination date to August 30, 2021.

Pursuant to the Securitization, (i) CONSOL Thermal Holdings will sell current and future trade receivables to CPCC and (ii) the Originators will sell and/or contribute current and future trade receivables (including receivables sold to CPCC by CONSOL Thermal Holdings) to the SPV and the SPV will, in turn, pledge its interests in the receivables to PNC, which will either make loans or issue letters of credit on behalf of the SPV. The maximum amount of advances and letters of credit outstanding under the Securitization may not exceed $100,000. Loans under the Securitization will accrue interest at a reserve-adjusted LIBOR market index rate equal to the one-month Eurodollar rate. Loans and letters of credit under the Securitization

also will accrue a program fee and participation fee, respectively, ranging from 2.00% to 2.50% per annum, depending on the total net leverage ratio of CONSOL Energy. In addition, the SPV paid certain structuring fees to PNC Capital Markets LLC and will pay other customary fees to the lenders, including a fee on unused commitments. The SPV’s assets and credit are not available to satisfy the debts and obligations owed to the creditors of CONSOL Energy, CONSOL Thermal Holdings or any of the Originators. CONSOL Thermal Holdings, the Originators and CPCC as servicer are independently liable for their own customary representations, warranties, covenants and indemnities. In addition, CONSOL Energy has guaranteed the performance of the obligations of CONSOL Thermal Holdings, the Originators and CPCC as servicer, and will guarantee the obligations of any additional originators or successor servicer that may become party to the Securitization. However, neither CONSOL Energy nor its affiliates will guarantee collectability of receivables or the creditworthiness of obligors thereunder.

The Securitization contains various customary representations and warranties, covenants and default provisions which provide for the termination and acceleration of the commitments and loans under the Securitization in circumstances including, but not limited to, failure to make payments when due, breach of representation, warranty or covenant, certain insolvency events or failure to maintain the security interest in the trade receivables, and defaults under other material indebtedness.

As of ~~September~~June 30, ~~2018,~~2019, the Partnership, through CONSOL Thermal Holdings, sold ~~$19,723~~$27,450 of trade receivables to CPCC. The Partnership has not derecognized the receivables due to its continued involvement in the collections efforts.

NOTE 1213—RELATED PARTY:

~~CONSOL Energy~~Omnibus Agreement

~~In conjunction with~~The Partnership is a party to the ~~IPO, the Partnership entered into several agreements, including an omnibus agreement, with CNX. In connection with the PA Mining Acquisition, on~~Omnibus Agreement, dated September 30, 2016, ~~the then General Partner and the Partnership entered into the First Amended and Restated Omnibus Agreement (the “Amended Omnibus Agreement”)~~as amended on November 28, 2017, with ~~CNX~~our sponsor and certain of its subsidiaries. Under the ~~Amended~~ Omnibus Agreement, ~~CNX would indemnify the Partnership for~~we are obligated to make certain ~~liabilities, including those relating to:~~

~~all tax liabilities attributable~~payments 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 would indemnify CNX 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 CNX.~~

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

~~On November 28, 2017,~~ in connection with our operations.

Charges for services from CONSOL Energy under the ~~separation,~~Omnibus Agreement include the ~~general partner,~~following:



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Operating and Other Costs	$	767	$	761	$	1,530	$	1,447
Selling, General and Administrative Expenses	1,974		1,953		5,030		3,598
Total Services from CONSOL Energy	$	2,741	$	2,714	$	6,560	$	5,045

At June 30, 2019 and December 31, 2018, the Partnership ~~CNX,~~had a net payable to CONSOL Energy in the amount of $380 and ~~certain of its subsidiaries entered into~~$3,831, respectively. This payable includes reimbursements for business expenses, executive fees, stock-based compensation and other items under the ~~First Amendment to~~Omnibus Agreement.

Affiliated Company Credit Agreement

As described in Note 8, the ~~First Amended and Restated Omnibus Agreement (the “First Amendment to Omnibus Agreement”), dated September 30, 2016, to, among other things:~~

~~add CONSOL Energy as~~Partnership is also a party to the ~~omnibus agreement;~~

~~eliminate the right-of-first offer to the Partnership for the 75% of the Pennsylvania Mining Complex not owned by the Partnership;~~

~~effect an assignment of all of CNX’s rights and obligations under the omnibus agreement to CONSOL Energy and remove CNX as a party to and, except~~Affiliated Company Credit Agreement with ~~respect to CNX’s obligations under Article II of the omnibus agreement, eliminate all of CNX’s obligations under, the omnibus agreement, as amended by the First Amendment to Omnibus Agreement; and~~

~~make certain adjustments to the indemnification obligations of the parties.~~

~~Charges for services~~ ~~from CONSOL Energy include the following:~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2018 2017 2018 2017
Operating and Other Costs $ 725
$ 850
$ 2,172
$ 2,589
Selling, General and Administrative Expenses 2,345
834
5,943
2,288
Total Services from CONSOL Energy $ 3,070
$ 1,684
$ 8,115
$ 4,877

Operating and Other Costs includes service costs for pension and insurance expenses. Selling, General and Administrative Expenses include charges for incentive compensation, an annual administrative support fee and reimbursement for the provision of certain management and operating services provided by CONSOL Energy. ~~Since November 28, 2017, certain administrative services historically incurred by the Partnership are now incurred by CONSOL Energy and the Partnership's portion is reimbursed to CONSOL Energy.~~

For the three and six months ended ~~September~~June 30, ~~2018, $1,832~~2019, $1,971 and $3,766, respectively, of interest was incurred under the Affiliated Company Credit Agreement, of which ~~$1,560~~$1,557 and $2,908, respectively, is included in Interest Expense, Net in the unaudited Consolidated Statements of Operations, and ~~$272~~$414 and $858, respectively, was capitalized and included in Property, Plant and Equipment onin the unaudited Consolidated Balance Sheets. For the ~~nine~~three and six months ended ~~September~~June 30, 2018, ~~$5,942~~$1,976 and $4,110, respectively, of interest was incurred under the Affiliated Company Credit Agreement, of which ~~$5,295~~$1,784 and $3,735, respectively, is included in Interest Expense, Net in the unaudited Consolidated Statements of Operations, and ~~$647~~$192 and $375, respectively, was capitalized and included in Property, Plant and Equipment onin the unaudited Consolidated Balance Sheets. Interest is calculated based upon a fixed rate, determined quarterly, depending on the total net leverage ratio. For the three and ~~nine~~six months ended ~~September~~June 30, 2019 the average interest rate was 3.75% and for the three and six months ended June 30, 2018, the average interest rate was ~~3.87%~~4.01% and ~~4.04%~~4.13%, ~~respectively.~~respectively . See Note 78 - ~~Long-Term Debt~~Affiliated Company Credit Agreement for more information.

~~At September 30, 2018 and December 31, 2017, the Partnership had a net payable to~~

Repurchase Program

In May 2019, CONSOL Energy ~~in the amount of $1,573 and $3,071, respectively. This payable includes reimbursements for business expenses, executive fees, stock-based compensation and other items under the Omnibus Agreement.~~

~~In July 2018, CONSOL Energy's~~Inc.'s Board of Directors approved an expansion of ~~its~~the stock, unit and debt repurchase program. The program ~~expansion allows~~previously allowed CONSOL Energy to use up to $25 million of the program to purchase CONSOL Coal Resources LP's outstanding common units in the open market. ~~The repurchase program does not obligate CONSOL Energy to repurchase any dollar amount or number of common units and~~ CONSOL Energy's Board of Directors ~~may modify, suspend or discontinue its authorization~~approved changing the termination date of the program ~~at any time.~~from June 30, 2019 to June 30, 2020. Also, in accordance with CONSOL Energy’s credit facility covenants as of June 30, 2019, the total amount that can be used for repurchases of both its own securities and the Partnership's outstanding common units was raised to $50 million. During the ~~nine~~six months ended ~~September~~June 30, ~~2018, 77,536~~2019, 6,884 common units were ~~repurchased~~purchased at an average price of ~~$17.86~~$17.35 per unit.

NOTE ~~13—~~14—LONG-TERM INCENTIVE PLAN:

Under the CONSOL 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 will be 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.

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 recognizes forfeitures as they occur.

The general partner has granted equity-based phantom units that vest over a period of a recipient’s continued service with the Partnership. The phantom units will be paid in common units or an amount of cash equal to the fair market value of a unit based on the vesting date. The awards may accelerate upon a change in control of the Partnership. Compensation expense is recognized on a straight-line basis over the requisite service period, which is generally the vesting term. The Partnership modified certain former employees' phantom awards to eliminate the service requirement. This resulted in $40 and $1,686 of incremental compensation costs for the three and nine months ended September 30, 2018 and 2017, respectively. The Partnership recognized compensation expense of ~~$503~~$341 and ~~$2,084~~$510 for the three months ended and ~~$1,370~~$738 and ~~$3,791~~$867 for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~September~~June 30, ~~2017,~~2018, respectively, which is included in Selling, General and Administrative Expense in the unaudited Consolidated Statements of Operations. As of ~~September~~June 30, ~~2018,~~2019, there is ~~$1,820~~$828 of unearned compensation that will vest over a weighted average period of ~~1.19~~0.59 years. There were no phantom units that vested during the three months ended June 30, 2019. The total fair value of phantom units vested during the three months ended ~~September~~June 30, 2018 ~~and September 30, 2017~~ was ~~$40 and $638, respectively.~~$50. The total fair value of phantom units vested during the ~~nine~~six months ended ~~September~~June 30, 2019 and June 30, 2018 was $2,905 and ~~September 30, 2017 was $2,508 and $1,771,~~$2,468, respectively. 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, 2018	223,676		$	15.67
Granted	17,190		$	17.45
Vested	(158,491	)	$	13.40
Forfeited	(2,069	)	$	18.95
Nonvested at June 30, 2019	80,306		$	18.63

Number of Units Weighted Average Grant Date Fair Value per Unit
Nonvested at December 31, 2017 401,409
$ 14.87
Granted 18,807
$ 15.95
Vested (179,281 ) $ 13.99
Forfeited (14,001 ) $ 14.88
Nonvested at September 30, 2018 226,934
$ 15.65

NOTE ~~14—~~15—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) with the SEC on March 10, 2017, which was declared effective by the SEC on March 14, 2017, to register the offer and sale of various securities, including debt securities. The registration statement registers guarantees of debt securities by CONSOL Operating and CONSOL 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 CONSOL Coal Finance, which was formed for the sole purpose of co-issuing future debt securities with the Partnership. CONSOL 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 CONSOL 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 Affiliated Company 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 CONSOL 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 ~~15—~~16—SUBSEQUENT EVENTS:

On ~~October~~July 25, ~~2018,~~2019, the Board of Directors of our general partner declared a cash distribution of $0.5125 per unit for the quarter ended ~~September~~June 30, ~~2018~~2019 to the limited partner unitholders and the holder of the general partner interest. The cash distribution will be paid on ~~November~~August 15, ~~2018~~2019 to the unitholders of record at the close of business on ~~November~~August 8, ~~2018.~~2019.

On July 25, 2019, the Board of Directors of our general partner announced that upon payment of the cash distribution with respect to the quarter ended June 30, 2019, the financial requirements for the conversion of all subordinated units will be satisfied. As a result, on August 16, 2019, all 11,611,067 subordinated units, which are owned entirely by CONSOL Energy Inc., will be converted into common units on a one-for-one basis. The conversion will not impact the amount of the cash distribution paid or the total number of the Partnership's outstanding units representing limited partner interests.

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

Unless otherwise indicated, the following discussion and analysis 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 and analysis 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 master limited partnership formed ~~by CNX~~ in 2015 to manage and further develop all of ~~its~~our sponsor's active coal operations in Pennsylvania. Our primary strategy for growing our business and increasing distributions to our unitholders is to increase operating efficiencies to maximize realizations and make acquisitions that increase our distributable cash flow. The primary component of our growth strategy is based upon our expectation of future divestitures by CONSOL Energy to us of portions of its retained 75% undivided interest in the Pennsylvania Mining Complex. At ~~September~~June 30, ~~2018,~~2019, the Partnership’s 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~~ coal that is sold primarily to electric utilities in the eastern United States. 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, and the industry experience of our management team 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, CONSOL Thermal Holdings, entered into a Contribution Agreement (the “Contribution Agreement”) with CNX, CPCC and Conrhein (collectively, the “Contributing Parties”), under which CONSOL 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). This 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 CNX’s financial statements at the date of the transaction. The difference between CNX’s net carrying amount and the total consideration paid to CNX was recorded as a capital transaction with CNX, 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 the 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.

On November 28, 2017, CONSOL Energy was separated from CNX into an independent, publicly traded coal company via a pro rata distribution of all of CONSOL Energy’s common stock to CNX’s stockholders. CONSOL Energy was originally formed as CONSOL Mining Corporation in Delaware on June 21, 2017 to hold CNX’s coal business including its interest in the Pennsylvania Mining Complex and certain related coal assets, including CNX’s ownership interest in the Partnership and our general partner, CNX’s terminal operations at the Port of Baltimore and undeveloped coal reserves located in the Northern Appalachian, Central Appalachian and Illinois basins and certain related coal assets and liabilities. As part of the separation, CONSOL Mining Corporation changed its name to CONSOL Energy Inc. began using the ticker “CEIX”, CNX changed its name to CNX Resources Corporation kept the ticker “CNX”, the Partnership changed its name to CONSOL Coal Resources LP and its ticker to “CCR” and the general partner changed its name to CONSOL Coal Resources GP LLC.

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 revenue per ton; (ii) cost of coal sold, a non-GAAP financial measure; (iii) cash cost of coal sold, a non-GAAP financial measure; (iv) average cash margin per ton, an operating ratio derived from non-GAAP financial measures; (v) adjusted EBITDA, a non-GAAP financial measure; and (vi) distributable cash flow, a non-GAAP financial measure.

Cost of coal sold, cash 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;

• 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.

These non-GAAP financial measures should not be considered an alternative to total costs, total coal revenue, 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 and the way we calculate them 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 and cash 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 on production assets. Our costs exclude any indirect costs such as selling, general and administrative costs, freight expenses, interest expenses, depreciation, depletion and amortization costs on non-production assets 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. The cash cost of coal sold includes cost of coal sold less depreciation, depletion and amortization cost on production assets. The GAAP measure most directly comparable to cash cost of coal sold is total costs.

The following table presents a reconciliation of cost of coal sold and cash 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 June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Total Costs	$	75,260		$	78,681		$	146,147		$	151,225
Freight Expense	(964		)	(4,361		)	(2,629		)	(8,833		)
Selling, General and Administrative Expenses	(2,953		)	(3,341		)	(7,513		)	(6,361		)
Interest Expense, Net	(1,557		)	(1,784		)	(2,908		)	(3,735		)
Other Costs (Non-Production)	(907		)	(4,239		)	(3,171		)	(8,265		)
Depreciation, Depletion and Amortization (Non-Production)	(509		)	(543		)	(1,086		)	(1,083		)
Cost of Coal Sold	$	68,370		$	64,413		$	128,840		$	122,948
Depreciation, Depletion and Amortization (Production)	(10,827		)	(11,353		)	(21,467		)	(21,627		)
Cash Cost of Coal Sold	$	57,543		$	53,060		$	107,373		$	101,321

We define average cash margin per ton as average coal revenue per ton, net of average cash cost of coal sold per ton. The GAAP measure most directly comparable to average cash margin per ton sold is total coal revenue.

The following table presents a reconciliation of average cash margin per ton to total coal revenue, the most directly comparable GAAP financial measure, on a historical basis for each of the periods indicated (in thousands, except per ton information).



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Total Coal Revenue	$	87,655		$	92,674		$	170,781		$	180,426
Operating and Other Costs	58,450			57,299			110,544			109,586
Less: Other Costs (Non-Production)	(907		)	(4,239		)	(3,171		)	(8,265		)
Cash Cost of Coal Sold	57,543			53,060			107,373			101,321
Add: Depreciation, Depletion and Amortization	11,336			11,896			22,553			22,710
Less: Depreciation, Depletion and Amortization (Non-Production)	(509		)	(543		)	(1,086		)	(1,083		)
Cost of Coal Sold	$	68,370		$	64,413		$	128,840		$	122,948
Total Tons Sold	1,844			1,958			3,527			3,614
Average Revenue Per Ton Sold	$	47.53		$	47.34		$	48.41		$	49.93
Average Cash Cost Per Ton Sold	31.07			26.99			30.42			28.01
Add: Depreciation, Depletion and Amortization Costs Per Ton Sold	6.00			5.91			6.10			6.02
Average Cost Per Ton Sold	$	37.07		$	32.90		$	36.52		$	34.03
Average Margin Per Ton Sold	10.46			14.44			11.89			15.90
Add: Total Depreciation, Depletion and Amortization Costs Per Ton Sold	6.00			5.91			6.10			6.02
Average Cash Margin Per Ton Sold	$	16.46		$	20.35		$	17.99		$	21.92

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 CONSOL 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. We define distribution coverage ratio as a ratio of the distributable cash flow to the distributions, which is the $0.5125 per quarter distribution for all limited partner units, including common and subordinated units, issued for the periods presented.

The following table presents a reconciliation of cash 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 September 30, Nine Months Ended September 30,
2018 2017 2018 2017
Total Costs $ 66,669
$ 74,650
$ 217,894
$ 214,862
Freight Expense (611 ) (5,451 ) (9,444 ) (12,962 )
Selling, General and Administrative Expenses (3,899 ) (4,283 ) (10,260 ) (11,218 )
Interest Expense (1,560 ) (2,404 ) (5,295 ) (7,257 )
Other Costs (Non-Production) (1,545 ) (2,965 ) (9,810 ) (5,392 )
Depreciation, Depletion and Amortization (Non-Production) (542 ) (544 ) (1,625 ) (1,644 )
Cost of Coal Sold $ 58,512
$ 59,003
$ 181,460
$ 176,389
Depreciation, Depletion and Amortization (Production) (10,517 ) (9,808 ) (32,144 ) (29,506 )
Cash Cost of Coal Sold $ 47,995
$ 49,195
$ 149,316
$ 146,883

The following table presents a reconciliation of average cash margin per ton to coal revenue, the most directly comparable GAAP financial measure, on a historical basis for each of the periods indicated (in thousands, except per ton information).

Three Months Ended September 30, Nine Months Ended September 30,
2018 2017 2018 2017
Coal Revenue $ 73,700
$ 69,811
$ 254,126
$ 224,850
Operating and Other Costs 49,540
52,160
159,126
152,275
Less: Other Costs (Non-Production) (1,545 ) (2,965 ) (9,810 ) (5,392 )
Cash Cost of Coal Sold 47,995
49,195
149,316
146,883
Add: Depreciation, Depletion and Amortization 11,059
10,352
33,769
31,150
Less: Depreciation, Depletion and Amortization (Non-Production) (542 ) (544 ) (1,625 ) (1,644 )
Cost of Coal Sold $ 58,512
$ 59,003
$ 181,460
$ 176,389
Total Tons Sold 1,561
1,581
5,175
4,968
Average Revenue Per Ton Sold $ 47.21
$ 44.16
$ 49.11
$ 45.26
Average Cash Cost Per Ton Sold 30.88
30.94
28.87
29.57
Add: Depreciation, Depletion and Amortization Per Ton Sold 6.60
6.38
6.20
5.94
Average Cost Per Ton Sold $ 37.48
$ 37.32
$ 35.07
$ 35.51
Average Margin Per Ton Sold 9.73
6.84
14.04
9.75
Add: Total Depreciation, Depletion and Amortization Costs Per Ton Sold 6.60
6.38
6.20
5.94
Average Cash Margin Per Ton Sold $ 16.33
$ 13.22
$ 20.24
$ 15.69

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.~~indicated (in thousands). 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 September 30,					Nine Months Ended September 30,					Three Months Ended June 30,					Six Months Ended June 30,
	2018		2017			2018			2017		2019		2018			2019		2018
Net Income	$	8,645	$	3,614		$	49,978		$	29,154	$	14,387	$	19,376		$	29,607	$	41,333
Plus:
Interest Expense	1,560		2,404			5,295			7,257
Interest Expense, Net											1,557		1,784			2,908		3,735
Depreciation, Depletion and Amortization	11,059		10,352			33,769			31,150		11,336		11,896			22,553		22,710
Unit-Based Compensation	503		2,084			1,370			3,791		341		508			738		867
Adjusted EBITDA	$	21,767	$	18,454		$	90,412		$	71,352	$	27,621	$	33,564		$	55,806	$	68,645
Less:
Cash Interest	2,107		1,962			5,265			6,662		1,815		2,130			3,690		2,958
Distributions to Preferred Units¹	—		1,851			—			5,553
Estimated Maintenance Capital Expenditures	8,921		8,893			26,969			26,858		9,028		9,085			18,009		18,048
Distributable Cash Flow	$	10,739	$	5,748		$	58,178		$	32,279	$	16,778	$	22,349		$	34,107	$	47,639

Net Cash Provided by Operating Activities	$	16,921	$	20,029		$	95,134		$	60,783	$	21,860	$	48,949		$	47,078	$	78,213
Plus:
Interest Expense	1,560		2,404			5,295			7,257
Interest Expense, Net											1,557		1,784			2,908		3,735
Other, Including Working Capital	3,286		(3,979		)	(10,017		)	3,312		4,204		(17,169		)	5,820		(13,303		)
Adjusted EBITDA	$	21,767	$	18,454		$	90,412		$	71,352	$	27,621	$	33,564		$	55,806	$	68,645
Less:
Cash Interest	2,107		1,962			5,265			6,662		1,815		2,130			3,690		2,958
Distributions to Preferred Units¹	—		1,851			—			5,553
Estimated Maintenance Capital Expenditures	8,921		8,893			26,969			26,858		9,028		9,085			18,009		18,048
Distributable Cash Flow	$	10,739	$	5,748		$	58,178		$	32,279	$	16,778	$	22,349		$	34,107	$	47,639
Minimum Quarterly Distributions	$	14,350	$	12,228		$	43,044		$	36,684	$	14,404	$	14,348		$	28,809	$	28,694
Distribution Coverage Ratio	0.7		0.5			1.4			0.9		1.2		1.6			1.2		1.7

¹~~Distributions to Preferred Units represents income attributable to preferred units prior to conversion.~~

Results of Operations

Three Months Ended ~~September~~June 30, ~~2018~~2019 Compared with the Three Months Ended ~~September~~June 30, ~~2017~~2018

Total net income was ~~$8,645~~$14,387 for the three months ended ~~September~~June 30, ~~2018~~2019 compared to ~~$3,614~~$19,376 for the three months ended ~~September~~June 30, ~~2017.~~2018. 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							For the Three Months Ended
	September 30,							June 30,
	2018		2017		Variance			2019		2018		Variance
	(in thousands)							(in thousands)
Revenue:
Coal Revenue	$	73,700	$	69,811	$	3,889		$	87,655	$	92,674	$	(5,019	)
Freight Revenue	611		5,451		(4,840		)	964		4,361		(3,397		)
Other Income	1,003		3,002		(1,999		)	1,028		1,022		6
Total Revenue and Other Income	75,314		78,264		(2,950		)	89,647		98,057		(8,410		)
Cost of Coal Sold:
Operating Costs	47,995		49,195		(1,200		)	57,543		53,060		4,483
Depreciation, Depletion and Amortization	10,517		9,808		709			10,827		11,353		(526		)
Total Cost of Coal Sold	58,512		59,003		(491		)	68,370		64,413		3,957
Other Costs:
Other Costs	1,545		2,965		(1,420		)	907		4,239		(3,332		)
Depreciation, Depletion and Amortization	542		544		(2		)	509		543		(34		)
Total Other Costs	2,087		3,509		(1,422		)	1,416		4,782		(3,366		)
Freight Expense	611		5,451		(4,840		)	964		4,361		(3,397		)
Selling, General and Administrative Expenses	3,899		4,283		(384		)	2,953		3,341		(388		)
Interest Expense	1,560		2,404		(844		)	1,557		1,784		(227		)
Total Costs	66,669		74,650		(7,981		)	75,260		78,681		(3,421		)
Net Income	$	8,645	$	3,614	$	5,031		$	14,387	$	19,376	$	(4,989	)
Adjusted EBITDA	$	21,767	$	18,454	$	3,313		$	27,621	$	33,564	$	(5,943	)
Distributable Cash Flow	$	10,739	$	5,748	$	4,991		$	16,778	$	22,349	$	(5,571	)
Distribution Coverage Ratio	0.7		0.5		0.2			1.2		1.6		(0.4		)

Coal Production

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 September 30,				Three Months Ended June 30,
Mine	2018	2017	Variance		2019	2018	Variance
Bailey	599	691	(92	)	807	863	(56	)
Enlow Fork	646	486	160		615	697	(82	)
Harvey	348	359	(11	)	384	361	23
Total	1,593	1,536	57		1,806	1,921	(115	)

Coal production was ~~1,593~~1,806 tons for the three months ended ~~September~~June 30, ~~2018~~2019 compared to ~~1,536~~1,921 tons for the three months ended ~~September~~June 30, ~~2017.~~2018. The Partnership’s coal production ~~increased~~decreased slightly due to ~~increased~~the impacts of an additional longwall move during the three months ended June 30, 2019, slower recovery of the longwall after the move and other operational delays. The Harvey mine achieved a record-high quarterly production atduring the ~~Enlow Fork mine, as geological conditions improved modestly compared to the same period in 2017, partially offset by reduced production resulting from~~ three ~~longwall moves at the other mines (compared to the more typical one-to-two longwall moves per quarter) and a miners' vacation period in July 2018.~~months ended June 30, 2019.

Coal revenue and cost components on a per unit basis for the three months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 are detailed 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.

(1) Average cash margin per ton is an operating ratio derived from non-GAAP measures. See “– How We Evaluate Our Operations – Reconciliation of Non-GAAP Financial Measures” for a reconciliation of non-GAAP measures to the most directly comparable GAAP measures.

Revenue and Other Income

Coal revenue was ~~$73,700~~$87,655 for the three months ended ~~September~~June 30, ~~2018~~2019 compared to ~~$69,811~~$92,674 for the three months ended ~~September~~June 30, ~~2017.~~2018. The ~~$3,889 increase~~$5,019 decrease was primarily attributable to a ~~$3.05~~decrease in tons sold. Average revenue per ton ~~higher~~benefited from an increase in prices the Partnership received for its export coal. This was partially offset by a decline in average ~~revenue. The higher average sales price~~revenue per ton ~~sold in~~on the ~~2018 period was primarily driven by improved export and~~Partnership's power price-linked domestic netback ~~pricing~~contracts, as PJM West power prices averaged approximately 27% lower compared to the ~~three months ended September 30, 2017. The prompt month prices for the API 2 index (the benchmark price reference for coal imported into northwest Europe) averaged 15% higher than during the~~ year-ago quarter.

Freight revenue ~~which is completely offset by freight expense,~~ is the amount billed to customers for transportation costs incurred. This revenue is based on the weight of coal shipped, ~~and~~ negotiated freight rates and method of transportation, primarily rail, used by the customers for ~~rail transportation.~~which we contractually provide transportation services. Freight revenue ~~decreased $4,840~~is completely offset in freight expense. Freight revenue and freight expense were both $964 for the ~~period-to-period comparison~~three months ended June 30, 2019 compared to $4,361 for the three months ended June 30, 2018. The $3,397 decrease was 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~~related to non-coal producing activities. Other income remained materially consistent in the ~~ordinary course of business. Other income was $1,003 for the three months ended September 30, 2018, compared to $3,002 for the three months ended September 30,~~period-to-period comparison.

~~2017. The $1,999 period-to-period decrease was primarily due to a $2,102 contract buyout that occurred during the three months ended September 30, 2017.~~

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~~cost of coal sold ~~per ton include~~includes items such as direct operating costs, ~~royalty~~royalties and production taxes, direct administration expenses, and depreciation, depletion, and amortization costs on production assets. Total cost of coal sold was ~~$58,512~~$68,370 for the three months ended ~~September~~June 30, ~~2018,~~2019, or ~~$491 lower~~$3,957 higher than the ~~$59,003~~$64,413 for the three months ended ~~September~~June 30, ~~2017, which is materially consistent in the period-to-period comparison.~~2018. Total costs per ton sold were ~~$37.48~~$37.07 per ton for the three months ended ~~September~~June 30, ~~2018~~2019 compared to ~~$37.32 per ton~~$32.90 for the three months ended ~~September~~June 30, ~~2017.~~2018. The increase in the total cost of coal sold was primarily driven by additional equipment rebuilds and longwall overhauls due to the timing of longwall moves and panel development. Also, the Partnership has seen an increase in maintenance and supply costs as a result of a slower start-up after the longwall move and tougher geological conditions and operational delays at the Bailey Mine.

Total other costs isare comprised of various costs that are not allocated to ~~each~~an individual mine and therefore are not included in unit costs. Total other costs decreased ~~$1,422 for~~$3,366 in the three months ended ~~September~~June 30, ~~2018~~2019 compared to the three months ended ~~September~~June 30, ~~2017. This~~2018. The decrease was primarily attributable to ~~prior year severance~~additional costs ~~due~~incurred in the year-ago quarter, related to ~~organizational restructuring.~~discretionary employee benefit expenses and demurrage charges that were not incurred in the current quarter.

Selling, General, and Administrative Expense

Selling, general, and administrative expenses remained materially consistent in the period-to-period comparison.

Interest expense, ~~for the three months ended September 30, 2018 was $1,560,~~ which primarily relates to obligations under our Affiliated Company Credit ~~Agreement. For~~Agreement, remained materially consistent in the period-to-period comparison.

Adjusted EBITDA was $27,621 for the three months ended ~~September~~June 30, ~~2017, $2,404~~2019 compared to $33,564 for the three months ended June 30, 2018. The $5,943 decrease was primarily a result of ~~interest expense~~a $3.89 decrease in the average cash margin per ton sold coupled with 114 fewer tons sold in the quarter, which equated to a $9,502 decrease to adjusted EBITDA. This was ~~incurred, primarily on~~partially offset by lower non-production related costs as discussed above.

Distributable Cash Flow

Distributable cash flow was $16,778 for the ~~PNC Revolving Credit Facility.~~three months ended June 30, 2019 compared to $22,349 for the three months ended June 30, 2018. The $5,571 decrease was primarily attributable to a lower average daily balance outstanding under the Affiliated Company Credit Agreement than had been drawn on the PNC Revolving Credit Facility in the previous year. For a detailed explanation of our liquidity and financing arrangements, please read Item 2. ~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Capital Resources and Liquidity.”~~

Adjusted EBITDA was $21,767 for the three months ended September 30, 2018 compared to $18,454 for the three months ended September 30, 2017. The $3,313 increase was primarily a result of a $3.05 per ton increase in the average sales price and a $0.06 per ton$5,943 decrease in the average cash cost of coal sold, resulting in a $4,855 increase in Adjusted EBITDA. The remaining variance is due to changes in other income and other costs as discussed above and various other transactions that occurred throughout both periods, none of which are individually material.

~~Distributable Cash Flow~~

Distributable cash flow was $10,739 for the three months ended September 30, 2018 compared to $5,748 for the three months ended September 30, 2017. The $4,991 increase was primarily attributable to a $3,313 increase in Adjusted EBITDA, as discussed ~~above and a $1,851 decrease in distributions to holders of the Class A Preferred Units, which were all converted to common units on October 2, 2017.~~

Six Months Ended ~~September~~June 30, ~~2018~~2019 Compared with the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2018

Total net income was ~~$49,978~~$29,607 for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 compared to ~~$29,154~~$41,333 for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. Our results of operations for each of these periods are presented in the table below. Variances are discussed following the table.

The table below presents total tons produced from the Pennsylvania Mining Complex on our 25% undivided interest basis for the periods indicated:

Coal production was ~~5,188~~3,518 tons for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 compared to ~~4,966~~3,596 tons for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. The Partnership’s coal production decreased slightly, mainly due to reduced production at the Bailey mine resulting from a longwall move and other operational delays. This was partially offset by increased ~~222 tons~~production at the Enlow Fork mine, as geological conditions improved compared to ~~satisfy demand.~~the year-ago period, and at the Harvey mine.

Coal revenue and cost components on a per unit basis for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 are detailed 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.

Revenue and Other Income

Coal revenue was ~~$254,126~~$170,781 for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 compared to ~~$224,850~~$180,426 for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. The ~~$29,276 increase~~$9,645 decrease was primarily attributable to a $3.85 per ton higher average revenue and a 207 increase in tons sold. The increase in tons sold was primarily driven by improved production from our Bailey Mine, which was supported by strong demand from our customers in both the domestic and export markets. The higher$1.52 lower average sales price per ton sold in the ~~2018~~2019 period, ~~was primarily~~mainly driven by ~~improved~~lower domestic netback contract pricing ~~under our netback contracts, which resulted from stronger PJM West power prices during the first half of 2018 as~~ compared to the ~~first half of 2017, and~~year-ago period, as well as a decrease in tons sold. This decrease was partially offset by ~~improved realizations~~an increase in prices the Partnership received for its export markets. PJM West day-ahead power prices averaged 28% higher for the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017, and prompt month prices for the API 2 index (the benchmark price reference for coal imported into northwest Europe) averaged 13% higher than during the year-ago period.coal.

Freight revenue ~~which is completely offset by freight expense,~~ is the amount billed to customers for transportation costs incurred. This revenue is based on the weight of coal shipped, ~~and~~ negotiated freight rates and method of transportation, primarily rail, used by the customers for ~~rail transportation.~~which we contractually provide transportation services. Freight revenue ~~decreased $3,518~~is completely offset in freight expense. Freight revenue and freight expense were both $2,629 for the ~~period-to-period comparison~~six months ended June 30, 2019 compared to $8,833 for the six months ended June 30, 2018. The $6,204 decrease was 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.~~relating to non-coal producing activities. Other income was ~~$4,302~~$2,344 for the ~~nine~~six months ended ~~September~~June 30, 2019 compared to $3,299 for the six months ended June 30, 2018 ~~compared to $6,204 for the nine months ended September 30,~~

~~2017.~~. The ~~$1,902 period-to-period~~$955 decrease was primarily ~~due~~attributable to a $2,102 contract buyout and a $1,410 gain related to an agreement to avoid mining approximately 85 acres of reserves, both of which occurred during the nine months ended September 30, 2017. These decreases were offset, in part, by an increase of $1,430decrease in sales of externally purchased coal ~~for blending purposes only.~~to blend and resell.

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~~cost of coal sold ~~per ton include~~includes items such as direct operating costs, ~~royalty~~royalties and production taxes, direct administration expenses, and depreciation, depletion, and amortization costs on production assets. Total cost of coal sold was ~~$181,460~~$128,840 for the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, or ~~$5,071~~$5,892 higher than the ~~$176,389~~$122,948 for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. Total costs per ton sold were ~~$35.07~~$36.52 per ton for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 compared to ~~$35.51 per ton~~$34.03 for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. The increase in the total cost of coal sold was primarily driven by additional equipment rebuilds and longwall overhauls due to the timing of longwall moves and panel development. Also, the Partnership has seen an increase in ~~production-related~~maintenance and supply costs as ~~more coal was mined to meet market demand. However,~~a result of a slower start-up after the ~~increased production resulted in an overall decrease in~~longwall move and tougher geological conditions and operational delays at the ~~total cost per ton sold.~~Bailey Mine.

Total other costs isare comprised of various costs that are not allocated to ~~each~~an individual mine and therefore are not included in unit costs. Total other costs ~~increased $4,399 for~~decreased $5,091 in the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. The ~~increase~~decrease was primarily attributable to ~~an increase~~additional costs incurred in ~~current year costs~~the year-ago period related to externally purchased coal to blend and resell, discretionary employee benefit ~~expense,~~expenses and demurrage charges, and externally purchased coal for blending purposes only. This increase was partially offset by a decrease in severance costs due to organizational restructuring that occurred in the prior-year period.charges.

Selling, General, and Administrative Expense

Selling, general, and administrative expenses ~~remained materially consistent~~were $7,513 for the six months ended June 30, 2019 compared to $6,361 for the six months ended June 30, 2018. The $1,152 increase in the period-to-period ~~comparison.~~comparison was primarily related to accelerated non-cash amortization recorded in the current period for retiree-eligible employees who received awards under CONSOL Energy's Performance Incentive Plan.

Interest expense, ~~for the nine months ended September 30, 2018 was $5,295,~~ which primarily relates to obligations under our Affiliated Company Credit ~~Agreement. For~~Agreement, was $2,908 for the ~~nine~~six months ended ~~September~~June 30, ~~2017, $7,257 of interest expense was incurred, primarily on~~2019 compared to $3,735 for the ~~PNC Revolving Credit Facility.~~six months ended June 30, 2018. The decrease was primarily attributable to a lower average daily balance outstanding under the Affiliated Company Credit Agreement than had been drawn ~~on the PNC Revolving Credit Facility~~ in the previous year. ~~For a detailed explanation of our liquidity and financing arrangements, please read Item 2.~~ ~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Capital Resources and Liquidity.”~~

Adjusted EBITDA was ~~$90,412~~$55,806 for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 compared to ~~$71,352~~$68,645 for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. The ~~$19,060 increase~~$12,839 decrease was primarily a result of a ~~$3.85 per ton increase in the average sales price and a $0.70 per ton~~$3.93 decrease in the average cash ~~cost of coal~~margin per ton sold ~~resulting in a $23,546 increase in Adjusted EBITDA. In addition, an increase of 207~~coupled with 87 fewer tons sold ~~resulted~~ in the period, which equated to a ~~$3,248 increase in Adjusted~~$15,697 decrease to adjusted EBITDA. ~~The remaining variance is due to changes in other income and other~~This was partially offset by lower non-production related costs as discussed ~~above and various other transactions that occurred throughout both periods, none of which are individually material.~~above.

Distributable Cash Flow

Distributable cash flow was ~~$58,178~~$34,107 for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 compared to ~~$32,279~~$47,639 for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. The ~~$25,899 increase~~$13,532 decrease was primarily attributable to a ~~$19,060 increase~~$12,839 decrease in Adjusted EBITDA, as discussed ~~above, a $5,553 decrease in distributions to holders of the Class A Preferred Units, which were all converted to common units on October 2, 2017, and a $1,397 decrease in cash interest paid.~~above.

Capital Resources and Liquidity

Liquidity and Financing Arrangements

We expect our ongoing sources of liquidity to include cash generated from operations, borrowings under our Affiliated Company Credit Agreement, 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 statement on Form S-3 (333-215962) ~~with the SEC~~ on March 10, 2017, which was declared effective by the SEC on March 14, 2017, for an aggregate amount of $750,000 to provide the Partnership with additional flexibility to access capital markets quickly.

We expect ~~the~~to generate adequate cash flow ~~generated~~ from operations in ~~2018 to be improved compared to 2017, as we expect strong~~2019 through continued demand from the export and domestic thermal ~~markets. Additionally, in the first quarter of 2018, we took advantage of a strong leasing market~~markets and bought out longwall shields, terminating the operating leases and refinancing them as capital leases. The financing rates on the new capital leases are significantly below our weighted average cost of capital, and the transactions are immediately accretive to our cash flows. In aggregate, we expect an approximate $2,500 reduction in 2018 cash spending as a result of these refinancings. The financing charges on these capital leases are fixed and will insulate us from future increases in interest rates. Furthermore, through consistent cost control ~~measures, we expect to provide adequate cash flows to meet our maintenance capital requirements.~~measures. We started construction on the coarse refuse disposal area project in 2017, which is expected to continue through 2021. Our ~~2018~~total 2019 capital needs, including the coarse refuse disposal area project, are expected to be between ~~$33,000~~$34,000 to ~~$36,000,~~$38,000, which is increased from ~~2017~~2018 levels due to additional expected maintenance capital expenditures related to ~~the refuse disposal area project,~~airshaft construction projects, as well as additional ~~equipment maintenance costs and other purchases.~~belt system related expenditures.

From time to time we change our exposure to various countries depending on the economics and profitability of coal sales. Given that coal markets are global, we expect, if possible, to offset any adverse impact from tariffs that may be imposed by governments in the countries in which one or more of our end users are located, by reallocating our customer base to other countries or to the domestic US markets.

We expect to generate adequate cash flows and liquidity to meet reasonable increases in the cost of supplies that are passed on from our suppliers. We will also continue to seek alternate sources of supplies and replacement material to offset any unexpected increase in the cost of supplies.

Our Partnership Agreement requires that we distribute all of our available cash to our unitholders. As a result, we expect to rely primarily upon financing under the Affiliated Company Credit Agreement and the issuance of debt and equity securities to fund our acquisitions and expansion capital expenditures, if any.

~~Credit Facility (PNC Revolving Credit Facility and~~ On July 25, 2019, the Board of Directors of our general partner announced that upon payment of the cash distribution with respect to the quarter ended June 30, 2019, the financial requirements for the conversion of all subordinated units will be satisfied. As a result, on August 16, 2019, all 11,611,067 subordinated units, which are owned entirely by CONSOL Energy Inc., will be converted into common units on a one-for-one basis. The conversion will not impact the amount of the cash distribution paid or the total number of the Partnership's outstanding units representing limited partner interests.

Affiliated Company Credit ~~Agreement)~~Agreement

On July 7, 2015, the Partnership, as borrower, and certain subsidiaries of the Partnership, as guarantors, entered into the PNC Revolving Credit Facility for a $400,000 revolving credit facility with PNC, as administrative agent, and other lender parties thereto. On November 28, 2017, in connection with the separation, the Partnership paid all fees and other amounts outstanding, which aggregated to $200,583, under the PNC Revolving Credit Facility and terminated the PNC Revolving Credit Facility and the related loan documents.

On November 28, 2017, the Partnership and the other Credit Parties entered into the Affiliated Company Credit Agreement by and among the Credit Parties, CONSOL Energy, as lender and administrative agent, and PNC, as collateral agent. On March 28, 2019, the Affiliated Company Credit Agreement was amended to extend the maturity date from February 27, 2023 to December 28, 2024. The Affiliated Company Credit Agreement provides for a revolving credit facility in an aggregate principal amount of up to $275,000 to be provided by CONSOL Energy, as lender. In connection with the ~~completion of the separation and the~~ Partnership’s entry into the Affiliated Company Credit Agreement, the Partnership made an initial draw of $200,583, the net proceeds of which were used to repay the ~~PNC Revolving Credit Facility.~~amounts outstanding under the Partnership's prior credit facility. Additional drawings under the Affiliated Company Credit Agreement are available for general partnership purposes. The ~~Affiliated Company Credit Agreement matures on February 27, 2023. The collateral~~ obligations under the Affiliated ~~Company Credit Agreement generally mirror the PNC Revolving Credit Facility, including the list of entities that act as guarantors thereunder. The obligations under the Affiliated~~

Company Credit Agreement are guaranteed by the Partnership’s subsidiaries and secured by substantially all of the assets of the Partnership and its subsidiaries pursuant to the security agreement and various mortgages.

Interest on outstanding obligations under our Affiliated Company Credit Agreement accrues at a fixed rate ranging from 3.75% to 4.75% depending on the total net leverage ratio. The unused portion of our Affiliated Company Credit Agreement is subject to a commitment fee of 0.50% per annum.

As of ~~September~~June 30, ~~2018,~~2019, the Partnership had ~~$167,000~~$165,000 of borrowings outstanding under the Affiliated Company Credit Agreement, leaving ~~$108,000~~$110,000 of unused capacity. Interest on outstanding borrowings under the Affiliated Company Credit Agreement at ~~September~~June 30, ~~2018~~2019 was accrued at a rate of 3.75%.

The Affiliated Company Credit Agreement contains certain covenants and conditions that, among other things, limit the Partnership’s ability to: (i) incur or guarantee additional debt; (ii) make cash distributions (subject to certain limited exceptions); 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; (iii) incur certain liens or permit them to exist; (iv) 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; (v) enter into certain types of transactions with affiliates; (vi) merge or consolidate with another company; and (vii) transfer, sell or otherwise dispose of assets. The Partnership is also subject to covenants that require the Partnership to maintain certain financial ratios. For example, the Partnership is obligated to maintain at the end of each fiscal quarter (a) maximum first lien gross leverage ratio of 2.75 to 1.00 and (b) a maximum total net leverage ratio of 3.25 to 1.00, each of which will be calculated on a consolidated basis for the Partnership and its restricted subsidiaries at the end of each fiscal quarter. At ~~September~~June 30, ~~2018,~~2019, the Partnership was in compliance with its debt covenants with the first lien gross leverage ratio at ~~1.45~~1.56 to 1.00 and the total net leverage ratio at ~~1.44~~1.55 to 1.00.

Receivables Financing Agreement

On November 30, 2017, (i) CONSOL ~~Marine Terminals LLC, formerly known as CNX~~ Marine Terminals LLC, as an originator of receivables, (ii) CPCC, as an originator of receivables and as initial servicer of the receivables for itself and the other ~~Originators,~~originators (collectively, the “Originators”), each a wholly owned subsidiary of CONSOL Energy, and (iii) ~~the SPV, a Delaware special purpose entity and wholly owned subsidiary of~~ CONSOL ~~Energy,~~Funding LLC (the “SPV”), as buyer, entered into ~~the~~a Purchase and Sale ~~Agreement.~~Agreement (the “Purchase and Sale Agreement”). Concurrently, (i) CONSOL Thermal Holdings, as sub-originator, and (ii) CPCC, as buyer and as initial servicer of the receivables for itself and CONSOL Thermal Holdings, entered into ~~the~~a Sub-Originator ~~PSA.~~Agreement (the “Sub-Originator PSA”). In addition, on that date, the SPV entered into ~~the~~a Receivables Financing Agreement (the “Receivables Financing Agreement”) by and among (i) the SPV, as borrower, (ii) CPCC, as initial servicer, (iii) PNC, as administrative agent, LC Bank and lender, and (iv) the additional persons from time to time party thereto as lenders. Together, the Purchase and Sale Agreement, the ~~Sub-Originator~~Sub- Originator PSA and the Receivables Financing Agreement establish the primary terms and conditions of ~~the Securitization.~~an accounts receivable securitization program (the “Securitization”). On August 30, 2018, the Securitization was amended, among other things, to extend the scheduled termination date to August 30, 2021.

Loans under the Securitization will accrue interest at a reserve-adjusted LIBOR market index rate equal to the one-month Eurodollar rate. Loans and letters of credit under the Securitization also will accrue a program fee and a letter of credit participation fee, respectively, ranging from 2.00% to 2.50% per annum, depending on the total net leverage ratio of CONSOL Energy. In addition, the SPV paid certain structuring fees to PNC Capital Markets LLC and will pay other customary fees to the lenders, including a fee on unused commitments equal to 0.60% per annum.

The SPV’s assets and credit are not available to satisfy the debts and obligations owed to the creditors of CONSOL Energy, CONSOL Thermal Holdings or any of the Originators. CONSOL Thermal Holdings, the Originators and CPCC as servicer are independently liable for their own customary representations, warranties, covenants and indemnities. In addition, CONSOL Energy has guaranteed the performance of the obligations of CONSOL Thermal Holdings, the Originators and CPCC as servicer, and will guarantee the obligations of any additional originators or successor servicer that may become party to the Securitization. However, neither CONSOL Energy nor its affiliates will guarantee collectability of receivables or the creditworthiness of obligors thereunder.

The agreements comprising the Securitization contain various customary representations and warranties, covenants and default provisions which provide for the termination and acceleration of the commitments and loans under the Securitization in certain circumstances including, but not limited to, failure to make payments when due, breach of representation, warranty or covenant, certain insolvency events or failure to maintain the security interest in the trade receivables, and defaults under other material indebtedness.

As of ~~September~~June 30, ~~2018,~~2019, the Partnership, through CONSOL Thermal Holdings, had sold ~~$19,723~~$27,450 of trade receivables to CPCC. The Partnership has not derecognized the receivables due to its continued involvement in the collection efforts.

~~Nine~~Six Months Ended ~~September~~June 30, ~~2018~~2019 Compared with the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017:~~2018:

Cash ~~flows~~ provided by operating activities ~~increased $34,351~~decreased $31,135 in the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018, primarily due to ~~an increase~~a decrease in net income ~~for the reasons set forth above~~ and ~~a change~~changes in working capital.

Cash used in investing activities increased ~~$9,325~~$6,028 in the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018, primarily as a result of increased capital expenditures of ~~$7,995 and decreased proceeds from the sale of assets of $1,330. The~~$5,867, mainly due to an increase in ~~capital expenditures is due to~~airshaft construction projects, new equipment, and rebuilds of current equipment. The table below represents the ~~following items:~~

various items for which cash was used for investing purposes during the six months ended June 30, 2019 and 2018.

Cash flows used in financing activities ~~increased by $19,428 from $56,233 for~~decreased $37,507 in the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 compared to ~~$75,661 for~~ the ~~nine~~six months ended ~~September~~June 30, 2018. The ~~increase~~decrease in cash used in financing activities was primarily due to ~~$29,583 of net~~a reduction in payments made ~~in the nine months ended September 30, 2018~~ under the Affiliated Company Credit Agreement which was effective as of November 28, 2017. This increase was partially offset by $13,000 of net payments that were made on the PNC Revolving Credit Facility during the nine months ended September 30, 2017. There was no activity on the PNC Revolving Credit Facility during the nine months ended September 30, 2018 due to its termination on November 28, 2017. In addition, payments on capitalized leases increased $2,051 in the period-to-period comparison as a result of less cash flow from operations. Net payments made under the ~~refinancing of~~Affiliated Company Credit Agreement were $36,083 in the ~~longwall shields at~~six months ended June 30, 2018, as compared to $2,000 in net proceeds received under the ~~Bailey and Harvey mines. The remaining increase is attributable to various transactions that occurred throughout both periods.~~Affiliated Company Credit Agreement in the six months ended June 30, 2019.

We do not maintain off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that have or 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~~unaudited Consolidated Financial Statements in this Form 10-Q.

~~Contractual Obligations~~

Our contractual obligations include borrowings under our Affiliated Company Credit Agreement, operating leases, capital leases, asset retirement obligations and other long-term liability commitments. Since June 30, 2018, there have been no material changes to our contractual obligations outside 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 and outcomes to differ materially from ~~projected results.~~results expressed in or implied by our forward-looking statements. 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,” “continue,” “intend,” “expect,” “may,” “should,” “anticipate,” “could,” “estimate,” “plan,” “predict,” “project,” “will,” 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 unless required by securities law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the following:

~~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, 2017. There have been no material changes to our exposures to market risk since December 31, 2017.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the management of the Partnership’s general partner, including the Chief Executive Officer and the Chief Financial Officer of the 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 the Partnership’s 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 ~~September~~June 30, ~~2018~~2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Partnership implemented an enterprise resource planning (“ERP”) system, which is expected to improve the efficiency of certain financial and related transactional processes. During the first half of fiscal year 2019, the Partnership completed the implementation of certain processes, and revised and updated the related controls. These changes did not materially affect the Partnership's internal control over financial reporting. As the Partnership implements the remaining functionality under this ERP system over the next year, it will continue to assess the impact on its internal control over financial reporting.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Refer to paragraph one within Part 1, Item 1. Financial Statements, “Note ~~10.~~11. 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 “Part I - Item 1A. Risk Factors” of our ~~2017~~2018 Form 10-K, as updated by any subsequent Form 10-Qs. 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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth purchases of the Partnership’s common units during the three months ended ~~September~~June 30, ~~2018~~2019 made by CONSOL Energy:

(a) (b) (c) (d)
Period
Total Number of Units Purchased ⁽¹⁾
Average Price Paid per Unit Total Number of Units Purchased as Part of Publicly Announced Plans or Programs
Maximum Number (or Approximate Dollar Value) of Units that May Yet be Purchased Under the Plans or Programs (in thousands) ⁽²⁾
July 1, 2018 - July 31, 2018 —
$ —
—
$ 25,000
August 1, 2018 - August 31, 2018 —
$ —
—
$ 25,000
September 1, 2018 - September 30, 2018 77,536
$ 17.86
77,536
$ 23,615
Total 77,536
$ 17.86



	(a)	(b)		(c)	(d)
Period	Total Number of Units Purchased ⁽¹⁾	Average Price Paid per Unit		Total Number of Units Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Units that May Yet be Purchased Under the Plans or Programs (in thousands)⁽¹⁾⁽²⁾
April 1, 2019 - April 30, 2019	—	$	—	—	$	21,921
May 1, 2019 - May 31, 2019	6,884	$	17.35	6,884	$	46,802
June 1, 2019 - June 30, 2019	—	$	—	—	$	46,802
Total	6,884	$	17.35

(1) In ~~July 2018, the board~~May 2019, CONSOL Energy Inc.'s Board of ~~directors of CONSOL Energy~~Directors approved an expansion of ~~its existing~~the stock, unit and debt repurchase program. The program ~~to allow~~previously allowed CONSOL Energy to use up to $25 million of the program to purchase CONSOL Coal Resources LP's outstanding common units ~~of the Partnership~~ in the open ~~market, subject~~market. CONSOL Energy's Board of Directors approved changing the termination date of the program from June 30, 2019 to applicable limitations under the Affiliated Company Credit Agreement, in amount up to $25 million. Thereafter, on September 14, 2018, the board of directors of CONSOL Energy adopted a Rule 10b5-1 trading plan to facilitate these purchases.June 30, 2020.

(2) Management of CONSOL Energy cannot estimate the number of common units that will be purchased because purchases are made based upon the price of the Partnership’s units, the Partnership’s financial outlook and alternative investment options.

As disclosed above, the Affiliated Company Credit Agreement includes covenants limiting our ability to make cash distributions (subject to certain limited exceptions); provided that we are able to make cash distributions of available cash to partners so long as no event of default is continuing or would result therefrom.

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 on Form 10-Q.



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 ~~September~~June 30, ~~2018,~~2019, furnished in XBRL).	Filed herewith

104	Cover Page Interactive Data File (formatted as Inline XBRL)	Contained in Exhibit 101

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: ~~November 1, 2018~~August 6, 2019



	CONSOL Coal Resources LP

	By:		CONSOL Coal Resources GP LLC, its general partner
	By:		/s/ JAMES A. BROCK
			James A. Brock
			Chief Executive Officer, Chairman of the Board and Director (Duly Authorized Officer and Principal Executive Officer)

	By:		CONSOL Coal Resources GP LLC, its general partner
	By:		/s/ DAVID M. KHANI
			David M. Khani
			Chief Financial Officer and Director (Duly Authorized Officer and Principal Financial Officer)

	By:		CONSOL Coal Resources GP LLC, its general partner
	By:		/s/ JOHN M. ROTHKA
			John M. Rothka
			Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer)

3837


	Nine Months Ended September 30,						Six Months Ended June 30,
	2018		2017		Variance		2019		2018		Variance
	(in thousands)						(in thousands)
Building and Infrastructure	$	7,205	$	5,992	$	1,213	$	7,959	$	4,206	$	3,753
Equipment Purchases and Rebuilds							5,152		2,845		2,307
Refuse Storage Area	6,210		4,207		2,003		3,317		4,410		(1,093		)
Equipment Purchases and Rebuilds	5,423		1,479		3,944
Other	1,418		583		835		1,618		718		900
Total Capital Expenditures	$	20,256	$	12,261	$	7,995	$	18,046	$	12,179	$	5,867



x☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.



o☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



	Three Months Ended September 30, 2018		Nine Months Ended September 30, 2018
Coal Revenue	$	73,700	$	254,126
Freight Revenue	611		9,444
Total Revenue from Contracts with Customers	$	74,311	$	263,570



	September 30, 2018		December 31, 2017
Subsidence Liability	$	22,947	$	22,430
Accrued Payroll and Benefits	3,483		3,219
Accrued Interest (Related Party)	1,832		824
Accrued Other Taxes	1,336		1,399
Equipment Lease Rental	784		2,906
Longwall Equipment Buyout	—		5,658
Other	2,636		5,069
Current Portion of Long-Term Liabilities:
Capital Leases	3,453		77
Workers’ Compensation	1,446		1,381
Asset Retirement Obligations	1,202		881
Pneumoconiosis Benefits	166		195
Long-Term Disability	129		140
Total Other Accrued Liabilities	$	39,414	$	44,179



	September 30, 2018				December 31, 2017
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Affiliated Company Credit Agreement - Related Party	$	167,000	$	167,000	$	196,583	$	196,583



	Number of Units		Weighted Average Grant Date Fair Value per Unit
Nonvested at December 31, 2017	401,409		$	14.87
Granted	18,807		$	15.95
Vested	(179,281	)	$	13.99
Forfeited	(14,001	)	$	14.88
Nonvested at September 30, 2018	226,934		$	15.65


	For the Nine Months Ended							For the Six Months Ended
	September 30,							June 30,
	2018		2017		Variance			2019		2018		Variance
	(in thousands)							(in thousands)
Revenue:
Coal Revenue	$	254,126	$	224,850	29,276			$	170,781	$	180,426	$	(9,645	)
Freight Revenue	9,444		12,962		(3,518		)	2,629		8,833		(6,204		)
Other Income	4,302		6,204		(1,902		)	2,344		3,299		(955		)
Total Revenue and Other Income	267,872		244,016		23,856			175,754		192,558		(16,804		)
Cost of Coal Sold:
Operating Costs	149,316		146,883		2,433			107,373		101,321		6,052
Depreciation, Depletion and Amortization	32,144		29,506		2,638			21,467		21,627		(160		)
Total Cost of Coal Sold	181,460		176,389		5,071			128,840		122,948		5,892
Other Costs:
Other Costs	9,810		5,392		4,418			3,171		8,265		(5,094		)
Depreciation, Depletion and Amortization	1,625		1,644		(19		)	1,086		1,083		3
Total Other Costs	11,435		7,036		4,399			4,257		9,348		(5,091		)
Freight Expense	9,444		12,962		(3,518		)	2,629		8,833		(6,204		)
Selling, General and Administrative Expenses	10,260		11,218		(958		)	7,513		6,361		1,152
Interest Expense	5,295		7,257		(1,962		)	2,908		3,735		(827		)
Total Costs	217,894		214,862		3,032			146,147		151,225		(5,078		)
Net Income	$	49,978	$	29,154	$	20,824		$	29,607	$	41,333	$	(11,726	)
Adjusted EBITDA	$	90,412	$	71,352	$	19,060		$	55,806	$	68,645	$	(12,839	)
Distributable Cash Flow	$	58,178	$	32,279	$	25,899		$	34,107	$	47,639	$	(13,532	)
Distribution Coverage Ratio	1.4		0.9		0.5			1.2		1.7		(0.5		)