SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the period ended March 31, 2000
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission File Number 0-753
PENN VIRGINIA CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 23-1184320
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 MATSONFORD ROAD SUITE 200
RADNOR, PA 19087
(Address of principal executive offices) (Zip Code)
(610) 687-8900
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No___
Number of shares of common stock of registrant
outstanding at May 4, 2000: 8,124,052
<PAGE>
<TABLE>
PENN VIRGINIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - Unaudited
(in thousands, except share data)
Three Months
Ended March 31,
2000 1999
<S> <C> <C>
Revenues:
Oil and condensate $ 185 $ 55
Natural gas 7,089 4,382
Coal royalties 5,646 3,732
Timber 448 214
Dividends 661 662
Gain on sale of property 98 -
Other income 2,016 464
Total revenues 16,143 9,509
Expenses:
Operating expenses 1,174 924
Exploration expenses 524 85
Taxes other than income 913 700
General and administrative 2,596 2,002
Depreciation, depletion, amortization 2,565 1,963
Total expenses 7,772 5,674
Operating Income 8,371 3,835
Other (Income) Expense:
Interest expense 1,499 563
Other income (356) (365)
Income before income tax 7,228 3,637
Income tax expense 1,885 722
Net Income $5,343 $ 2,915
Net Income per share, basic 0.65 0.35
Net Income per share, diluted 0.65 0.35
Weighted average shares outstanding 8,222 8,371
The accompanying notes are an integral part of these condensed
consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
PENN VIRGINIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
March 31, December 31,
2000 1999
(Unaudited)
ASSETS
<S> <C> <C>
Current assets
Cash and cash equivalents $ - $ 657
Accounts receivable 6,554 6,880
Current portion of long-term
notes receivable 826 816
Current deferred income taxes 155 155
Other 816 813
Total current assets 8,351 9,321
Investments 47,150 67,816
Long-term notes receivable 3,294 3,518
Property and Equipment
Oil and gas properties; wells
and equipment, using the
successful efforts method
of accounting 187,561 185,048
Other property and equipment 83,242 82,772
Less: Accumulated depreciation,
depletion and amortization (79,108) (76,553)
Total property and equipment 191,695 191,267
Other assets 1,982 2,089
Total assets $ 252,472 $274,011
The accompanying notes are an integral part of these condensed
consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
PENN VIRGINIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
March 31, December 31,
2000 1999
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <S> <S>
Current liabilities
Short-term debt $ 2 $ -
Current installments on long-term debt 34 34
Accounts payable 891 1,570
Accrued expenses 5,502 5,470
Taxes on income 1,327 -
Total current liabilities 7,756 7,074
Other liabilities 5,257 5,854
Deferred income taxes 21,590 28,265
Long-term debt 78,466 78,475
Total liabilities 113,069 119,668
Commitments and contingencies
Shareholders' equity
Preferred stock of $100 par value-
authorized 100,000 shares;
none issued
Common stock of $6.25 par value-
16,000,000 shares
authorized; 8,921,866 shares issued 55,762 55,762
Other paid in capital 8,095 8,096
Accumulated other comprehensive income 28,583 42,017
Retained earnings 64,352 60,860
156,792 166,735
Less: 797,814 shares in 2000 and
498,238 in 1999 of common
stock held in treasury,
at cost 16,189 11,142
Unearned compensation - ESOP 1,200 1,250
Total shareholders' equity 139,403 154,343
Total liabilities and shareholders' equity $252,472 $ 274,011
The accompanying notes are an integral part of these condensed
consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
PENN VIRGINIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED CASH FLOW STATEMENTS - Unaudited
(in thousands)
Three Months
Ended March 31, 2000 1999
<S> <C> <C>
Cash flow from operating activities:
Net Income $ 5,343 $ 2,915
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion, and amortization 2,565 1,963
Gain on sale of property (98) -
Deferred income taxes 558 343
Other (316) (195)
Decrease in current assets 324 2,978
Decrease in current liabilities 680 (2,815)
Increase in other assets 78 2
Increase (decrease) in other liabilities (597) 587
Net Cash provided by operating activities 8,537 5,778
Cash flows from investing activities:
Payments received on long-term notes receivable 560 283
Proceeds from sale of property and equipment 1 -
Capital expenditures (3,001) (1,635)
Net Cash provided (used) by investing activities (2,341) (1,352)
Cash flows from financing activities:
Dividends paid (1,848) (1,883)
Repayment of debt borrowings (6) (2,575)
Purchase of treasury stock (5,056) -
Issuance of stock 57 297
Net Cash provided (used) by financing activities (6,853) (4,161)
Net increase in cash and cash equivalents (657) 265
Cash and cash equivalents-beginning of period 657 225
Cash and cash equivalents-end of period $ - $ 490
Supplemental disclosures of cash flow information:
Cash paid to date for:
Interest $ 1,602 $ 585
Income taxes - 600
The accompanying notes are an integral part of these condensed
consolidated financial statements.
</TABLE>
<PAGE>
PENN VIRGINIA CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
1. ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements
of Penn Virginia Corporation and its subsidiaries (the "Company")
have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial
reporting and SEC regulations. These statements involve the use
of estimates and judgments where appropriate. In the opinion of
management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been
included. These financial statements should be read in
conjunction with the Company's consolidated financial statements
and footnotes included in the Company's December 31, 1999 Annual
Report on Form 10-K. Operating results for the three months ended
March 31, 2000 are not necessarily indicative of the results that
may be expected for the year ended December 31, 2000. Certain
reclassifications have been made to conform to the current
period's presentation.
2. ACQUISITIONS
In September 1999, the Company successfully completed the
purchase of fee mineral and lease rights for coal reserves and
related assets in West Virginia. The $30 million acquisition was
funded by borrowings from the Company's revolving credit facility
(the "Revolver") and accounted for at fair value. The operations
have been included in the Company's statement of income as of the
closing date. The following unaudited pro forma results of
operations have been prepared as though the aforementioned
acquisition had been completed on January 1, 1999. The unaudited
proforma results of operations consist of the following as of
March 31 (in thousands, except share data):
<TABLE>
March 31, March 31,
1999 1999
(Pro Forma) (As Reported)
<S> <C> <C>
Revenues $ 11,046 $ 9,509
Net income $ 3,114 $ 2,915
Net income per share, diluted $ 0.37 $ 0.35
</TABLE>
The summarized pro forma information has been prepared for comparative
purposes only.
3. SECURITIES
The cost, gross unrealized holding gains or losses and market
value for available-for-sale securities at March 31, 2000 were as
follows:
<TABLE>
Gross Unrealized Market
Cost Holding Gain (loss) Value
<S> <C> <C> <C>
Available-for-sale:
Norfolk Southern Corporation $ 2,839 $44,289 $47,128
Other - 22 22
$ 2,839 $44,311 $47,150
</TABLE>
4. LEGAL
The Company is involved in various legal proceedings arising
in the ordinary course of business. While the ultimate results of
these cannot be predicted with certainty, Company management
believes these claims will not have a material effect on the
Company's financial position, liquidity or operations.
5. EARNINGS PER SHARE
The following is a reconciliation of the numerators
and denominators used in the calculation of basic and diluted
earnings per share ("EPS") for income from continuing operations
for the quarters ended March 31, 2000 and 1999.
<TABLE>
March 31, 2000 March 31, 1999
Income Shares PerShare Income Shares Per Share
(Numerator)(Denominator)Amount (Numerator)(Denominator)Amount
(in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C>
Basic EPS:
Income from
continuing
operations $5,343 8,222 $0.65 $2,915 8,371 $ 0.35
Dilutive Securities:
Stock options - - - 77
Diluted EPS:
Income from
continuing
operations $5,343 8,222 $0.65 $2,915 8,448 $ 0.35
</TABLE>
6. COMPREHENSIVE INCOME
Comprehensive income represents all changes in equity
during the reporting period, including net income and charges
directly to equity, which are excluded from net income. For the
three month periods ended March 31, 2000 and 1999, the components
of comprehensive income are as follows:
<TABLE>
Three Months
Ended March 31,
2000 1999
<S> <C> <C>
Net income $5,343 $2,915
Unrealized holding gains (losses) on
available-for-sale securities,
net of tax of $7,232 and $6,148,
respectively (13,434) (11,420)
Comprehensive loss $(8,091) $(8,505)
</TABLE>
7. SEGMENT INFORMATION
Penn Virginia's operations are classified into two operating segments:
Oil and Gas - crude oil and natural gas exploration,
development and production.
Coal Royalty and Land Management - the leasing of mineral
rights and subsequent collection of royalties and the development
and harvesting of timber.
<TABLE>
Coal Royalty
and Land Corporate
Oil and Gas Management and Other Consolidated
(in thousands)
<S> <C> <C> <C> <C>
March 31, 2000
Revenues $ 7,408 $8,073 $ 662 $16,143
Operating income (loss) 2,608 6,543 (780) 8,371
Identifiable assets 121,423 83,386 47,663 252,472
</TABLE>
<TABLE>
Coal Royalty
and Land Corporate
Oil and Gas Management and Other Consolidated
(in thousands)
<S> <C> <C> <C> <C>
March 31, 1999
Revenues $4,576 $ 4,272 $ 661 $9,509
Operating income (loss) 869 3,265 (299) 3,835
</TABLE>
Operating income is total revenue less operating expenses.
Operating income does not include certain other income items,
gain (loss) on sale of securities, unallocated general corporate
expenses, interest expense and income taxes. Identifiable assets
are those assets used in the Company's operations in each
segment. Corporate assets are principally cash and marketable
securities.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company operates in two business segments: oil and gas
and coal royalty and land management. The oil and gas segment
explores for, develops and produces crude oil, condensate and
natural gas in the eastern and southern portions of the United
States. The Company also owns mineral rights to oil and gas
reserves. The coal royalty and land segment includes Penn
Virginia's mineral rights to coal reserves, its timber assets and
land assets. Selected operating and financial data by segment is
presented below.
Results of Operations - First Quarters of 2000 and 1999 Compared
Penn Virginia reported 2000 first quarter consolidated
earnings of $5.3 million or $0.65 per share (diluted), compared
with $2.9 million or $0.35 per share (diluted) for the first
quarter of 1999. On a consolidated basis, revenues increased
$6.6 million, primarily as a result of increased natural gas
production, natural gas prices and coal royalties. Expenses on a
consolidated basis were $2.1 million higher than the 1999
comparable period, primarily due to increases in depreciation,
depletion and amortization, general and administrative expenses,
and exploration and development expenses.
Oil and Gas Segment
Operating income for the oil and gas segment was $2.6
million for the first quarter of 2000, compared with $0.9 million
for the first quarter of 1999. Operational and financial data
for the Company's oil and gas segment for the first quarter of
2000 and 1999 is summarized as follows:
<TABLE>
Operations Summary
Three Months
Ended March 31,
Production 2000 1999
<S> <C> <C>
Natural gas (MMcf) 2,497 2,039
Oil and condensate (MBbls) 7 7
Production, MMcfe 2,539 2,081
Average Realized Prices
Natural gas ($/Mcf) $2.84 $2.15
Oil and condensate ($/Bbl) 26.43 7.86
Average Costs (per Mcfe)
Lease operating $0.42 $0.44
Exploration expenses 0.16 0.01
Taxes other than on income 0.26 0.27
General and administrative 0.24 0.26
Depreciation, depletion and amortization 0.81 0.80
</TABLE>
All of the Penn Virginia's first quarter 2000 working
interest natural gas production was sold at market prices.
Currently, the Company has fixed price term contracts totaling
9,300 Mcf per day which begin in April and May of 2000 and expire
in December 2000 and March 2001 at an average of $3.39 per Mcf.
The Company will, when circumstances warrant, hedge the price
received for market-sensitive production through the use of swaps
with purchased options. If applicable, gains and losses from
hedging activities are included in natural gas revenues when the
hedged production occurs. Currently, the Company is not involved
in any such hedging activities; however, a $0.2 million gain on
hedging activities was recognized during the 1999 comparable
period. The following table shows the effect of hedging
activities on the Company's natural gas prices:
<PAGE>
<TABLE>
Hedging Summary
Three Months
Ended March 31,
2000 1999
Natural gas prices ($/Mcf):
<S> <C> <C>
Actual price received for production $ 2.84 $ 2.04
Effect of hedging activities - 0.11
Average price 2.84 2.15
</TABLE>
<TABLE>
Financial Summary
Three Months
Ended March 31,
2000 1999
(in thousands)
Revenues:
<S> <C> <C>
Oil and condensate $ 185 $ 55
Natural gas 7,089 4,382
Other income 134 139
Total revenues 7,408 4,576
Expenses:
Operating expenses 1,063 907
Exploration expenses 418 24
Taxes other than income 651 563
General and administrative 610 539
Depreciation and depletion 2,058 1,674
Total expenses 4,800 3,707
Operating Income $2,608 $ 869
</TABLE>
<PAGE>
Oil and Condensate Sales. Oil sales increased $130,000 in the
first quarter of 2000, compared with the same period of 1999.
The average prices received were higher, averaging $26.43 per
barrel (Bbl) for 2000 compared with $7.86 per Bbl for 1999.
Natural Gas. Natural gas sales increased $2.7 million, or 62
percent, in the first quarter of 2000, compared with the same
period of 1999. The average natural gas price received was 32
percent higher in the first quarter of 2000, compared with the
first quarter of 1999. Production increased 458 MMcf, or 22
percent, in the first quarter of 2000 compared with the same
period in 1999 due to a July 1999 acquisition of certain oil and
gas properties in Mississippi for $13.7 million and the Company's
drilling program.
Operating Expenses. Operating expenses for the first quarter of
2000 were $1.1 million, compared with $907,000 in the first
quarter of 1999. On a Mcfe basis, operating expenses decreased
to $0.42 in 2000 versus $0.44 in 1999 primarily due to lower
operating costs associated with the Company's Mississippi
properties.
Exploration Expenses. Exploration expenses for the first quarter
of 2000 increased to $418,000, compared with $24,000 in the first
quarter of 1999. The increase is a result of seismic
expenditures associated with the Company's exploration
activities, primarily a Texas onshore gulf coast exploration
project.
Taxes other than on Income. Taxes other than on income increased
$88,000, or 16 percent, to $651,000 in the first quarter of 2000,
compared with the same period in 1999. On a Mcfe basis, taxes
other than on income remained relatively constant at $0.26 cents
in 2000 versus $0.27 cents in 1999.
General and Administrative. General and administrative expenses
increased 13 percent to $610,000 in the first quarter of 2000
from $539,000 in 1999. On a Mcfe basis, general and
administrative expenses decreased to $0.24 in 2000 versus $0.26
in 1999. Penn Virginia increased its oil and gas technical and
administrative staff in conjunction with planned increases in oil
and gas development activity.
Depreciation and Depletion. Depreciation and depletion expense
increased $384,000, or 23 percent, from $1.7 million in the first
quarter of 1999 to $2.1 million in 2000 due to increased
production. On a Mcfe basis, the rate remained relatively
constant at $0.81 per Mcfe in the first quarter of 2000 compared
with $0.80 per Mcfe in the first quarter of 1999.
<PAGE>
Coal Royalty and Land Management
Operating income for the coal royalty and land management
segment was $6.5 million for the first quarter of 2000, compared
with $3.3 million for the first quarter of 1999. Operational and
financial data for the Company's coal segment for the 2000 and
1999 first quarter is summarized in the following tables:
<TABLE>
Operations Summary
Three Months
Ended March 31,
2000 1999
<S> <C> <C>
Production
Timber (Mbf) 1,858 1,114
Coal tons (000's) 2,995 1,706
Average Realized Prices
Timber ($/Mbf) $ 225 $ 172
Coal royalties ($/ton) 1.89 2.19
Average Costs (per ton)
Lease operating $0.04 $0.01
Exploration expenses 0.02 0.03
Taxes other than on income 0.06 0.06
General and administrative 0.23 0.34
Depreciation, depletion and amortization 0.17 0.15
</TABLE>
<TABLE>
Financial Summary
Three Months
Ended March 31,
2000 1999
(in thousands)
<S> <C> <C>
Revenues:
Coal royalties $5,646 $3,732
Timber sales 448 214
Gain on sale of property 98 -
Other income 1,881 326
Total revenues 8,073 4,272
Expenses:
Operating expenses 111 16
Exploration expenses 57 44
Taxes other than income 175 105
General and administrative 690 582
Depreciation and depletion 497 260
Total expenses 1,530 1,007
Operating Income $6,543 $3,265
</TABLE>
<PAGE>
Coal Royalties. Coal royalties increased $1.9 million, or 51
percent, in the first quarter of 2000 compared with the same
period in 1999. The increase was attributable to enhanced
production from existing lessees due to the completion of the
Company's unit train loadout facility as well as acquisitions.
The increase was offset by a $0.30, or 14 percent, decrease in
the average royalty rate received. Approximately one-third of
the coal reserves purchased in the recent $30 million acquisition
in West Virginia are leased by Penn Virginia and sub-leased to
third party operators; consequently, the Company receives a lower
royalty rate for these tons.
Timber Sales. Timber sales increased to $448,000 in the first
quarter of 2000 from $214,000 in the comparable 1999 period.
Volume sold was 1,858 Mbf in the first quarter of 2000, compared
with 1,114 Mbf in 1999. The average realized prices also
increased from $172 per Mbf in the first quarter of 1999 to $225
per Mbf in the comparable period of 2000.
Other Income. Other income increased to $1.9 million in the
first quarter of 2000 from $326,000 in the comparable 1999
period. The increase is largely due to the receipt of $1.0
million in forfeited minimums received from the Company's lessees
and $0.6 million from lessees' use of the unit train loadout
facility.
Operating Expenses. Operating expenses increased from $16,000 in
the first quarter of 1999 to $111,000 in the first quarter of
2000. The increase is a result of costs associated with the
maintenance and preservation of the Company's surface acreage.
Exploration Expenses. Exploration expenses increased $13,000 to
$57,000 in the first quarter of 2000 from $44,000 in the 1999
comparable period. The increase is a result of the timing of the
startup of the Company's 1999 coal core drilling program.
Taxes other than Income. Taxes other than income increased
$70,000, or 67 percent, from $105,000 in the first quarter of
1999 to $175,000 in the first quarter of 2000. On a per ton
basis, taxes other than income remained constant at $0.06 in 2000
versus $0.06 in 1999.
General and Administrative. General and administrative expenses
increased $108,000, or 19 percent, in the first quarter of 2000,
compared with the same period of 1999. The variance is primarily
attributable to personnel additions in the last half of 1999.
Depreciation and Depletion. Depreciation and depletion increased
to $497,000, or $0.17 per ton, in the first quarter of 2000 from
$260,000, or $0.15 per ton, in the 1999 comparable period. The
$237,000 variance is due to increased production by the Company's
lessees and an increase in the depletion rate. The depletion
rate, on a per ton basis, increased due to the Company's 1999
acquisitions.
<PAGE>
Capital Expenditures, Capital Resources and Liquidity
Cash Flows from Operating Activities.
Funding for the Company's activities has historically been
provided by operating cash flows and bank borrowings. Net cash
provided by operating activities was $8.5 million in the first
quarter of 2000, compared with $5.8 million in the first quarter
of 1999.
Cash Flows from Investing Activities.
During the first quarter of 2000, the Company used $2.3 million
in investing activities. Capital expenditures totaled $3.0
million in the first quarter of 2000, compared with $1.6 million
in same period in 1999. In the first quarter of 2000, the oil and
gas segment incurred $2.5 in capital expenditures relating to
additional leasing and the drilling and development of wells. Of
the 50 to 60 net development wells scheduled for drilling in
2000, 10.0 net wells had been drilled by the end of the first
quarter.
Cash Flows from Financing Activities.
Net cash used from financing activities totaled $6.9 in the
first quarter of 2000, compared with $4.2 million in 1999. Penn
Virginia paid $1.8 million of dividends in the first quarter of
2000 and also used $5.1 million to repurchase 300,000 shares of
the Company's common stock. Penn Virginia has a $120 million
unsecured revolving credit facility (the "Revolver") with a final
maturity of June 2003. The Revolver contains financial covenants
requiring the Company to maintain certain levels of net worth,
debt-to-capitalization and dividend limitation restrictions,
among other requirements. The outstanding balance on the
Revolver was $77.7 million at March 31, 2000. Due to a decline
in the price of Norfolk Southern common shares, the Company did not
meet a consolidated net tangible worth covenant at March 31, 2000.
The banks waived the consolidated net tangible worth covenant through
April 1, 2001. Management believes its portfolio of investments and
sources of funding are sufficient to meet short- and long-term
liquidity needs not funded by cash flows from operations.
Other Issues
Accounting for Derivative Instruments and Hedging Activities.
In June 1998, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No.
133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133") which establishes accounting and
reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts,
(collectively referred to as derivatives) and for hedging
activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value.
In June 1999, FASB issued SFAS No. 137 which deferred the
effective date of SFAS No. 133 for all fiscal quarters of all
fiscal years beginning after June 15, 2000. Given its low
levels of derivative activity, the Company does not expect
adoption to have a significant impact on the Company's financial
position, results of operations or liquidity.
Forward-Looking Statements.
Statements included in this report which are not historical
facts (including any statements concerning plans and objectives
of management for future operations or economic performance, or
assumptions related thereto) are forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act
of 1934, as amended, and Section 27A of the Securities Act of
1933, as amended. In addition, Penn Virginia and its
representatives may from time to time make other oral or written
statements which are also forward-looking statements.
Such forward-looking statements include, among other things,
statements regarding development activities, capital
expenditures, acquisitions and dispositions, drilling and
exploration programs, expected commencement dates of coal mining
or oil and gas production, projected quantities of future oil and
gas production by Penn Virginia, projected quantities of future
coal production by the Company's lessees producing coal from
reserves leased from Penn Virginia, costs and expenditures as
well as projected demand or supply for coal and oil and gas,
which will affect sales levels, prices and royalties realized by
Penn Virginia.
These forward-looking statements are made based upon
management's current plans, expectations, estimates, assumptions
and beliefs concerning future events impacting Penn Virginia and
therefore involve a number of risks and uncertainties. Penn
Virginia cautions that forward-looking statements are not
guarantees and that actual results could differ materially from
those expressed or implied in the forward-looking statements.
Important factors that could cause the actual results of
operations or financial condition of Penn Virginia to differ
include, but are not necessarily limited to: the cost of finding
and successfully developing oil and gas reserves; the cost of
finding new coal reserves; the ability to acquire new oil and gas
and coal reserves on satisfactory terms; the price for which such
reserves can be sold; the volatility of commodity prices for oil
and gas and coal; the risks associated with having or not having
price risk management programs; Penn Virginia's ability to lease
new and existing coal reserves; the ability of Penn Virginia's
lessees to produce sufficient quantities of coal on an economic
basis from Penn Virginia's reserves; the ability of lessees to
obtain favorable contracts for coal produced from Penn Virginia
reserves; Penn Virginia's ability to obtain adequate pipeline
transportation capacity for its oil and gas production;
competition among producers in the coal and oil and gas
industries generally and in the Appalachian Basin in particular;
the extent to which the amount and quality of actual production
differs from estimated recoverable coal reserves and proved oil
and gas reserves; unanticipated geological problems; availability
of required materials and equipment; the occurrence of unusual
weather or operating conditions including force majeure or
events; the failure of equipment or processes to operate in
accordance with specifications or expectations; delays in
anticipated start-up dates; environmental risks affecting the
drilling and producing of oil and gas wells or the mining of coal
reserves; the timing of receipt of necessary governmental
permits; labor relations and costs; accidents; changes in
governmental regulation or enforcement practices, especially with
respect to environmental, health and safety matters, including
with respect to emissions levels applicable to coal-burning power
generators; risks and uncertainties relating to general domestic
and international economic (including inflation and interest
rates) and political conditions; the experience and financial
condition of lessees of coal reserves, joint venture partners and
purchasers of reserves in transactions financed by Penn Virginia,
including their ability to satisfy their royalty, environmental,
reclamation and other obligations to Penn Virginia and others;
changes in financial market conditions; changes in the market
prices or value of the marketable securities owned by Penn
Virginia, including the price of Norfolk Southern common stock
and other risk factors detailed in Penn Virginia's Securities and
Exchange commission filings. Many of such factors are beyond
Penn Virginia's ability to control or predict. Readers are
cautioned not to put undue reliance on forward-looking
statements.
While Penn Virginia periodically reassesses material
trends and uncertainties affecting Penn Virginia's results of
operations and financial condition in connection with the
preparation of Management's Discussion and Analysis of Results of
Operations and Financial Condition and certain other sections
contained in Penn Virginia's quarterly, annual or other reports
filed with the Securities and Exchange Commission, Penn Virginia
does not intend to publicly review or update any particular
forward-looking statement, whether as a result of new
information, future events or otherwise.
PART II Other information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed for the quarter ended
March 31, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned,
thereunto duly authorized.
PENN VIRGINIA CORPORATION
Date: May 12, 2000 By: /s/ Steven W. Tholen
Steven W. Tholen,
Vice President and Chief
Financial Officer
Date: May 12, 2000 By: /s/ Ann N. Horton
Ann N. Horton, Controller and
Principal Accounting Officer
<PAGE>
PENN VIRGINIA CORPORATION
INDEX
PAGE
PART I Financial Information:
Item 1. Financial Statements
Condensed Consolidated Statements of Income for the Three 1
Months Ended March 31, 2000 and 1999
Condensed Consolidated Balance Sheets as of March 31, 2000 and 2
December 31, 1999
Condensed Consolidated Statements of Cash Flows for the Three 4
Months Ended March 31, 2000 and 1999
Notes to Condensed Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II Other Information
Item 6. Exhibits and Reports on Form 8-K 16
Article 5 of Regulation S-X
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