-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LA58U8HxKRyWPMUp8q/wdcPzuIDmQ0kA7lAIOaywY62y/LstbM9es5f33lQar6tJ s6C2JrlH9IynK27jH44RkA== 0000077159-00-000045.txt : 20000516 0000077159-00-000045.hdr.sgml : 20000516 ACCESSION NUMBER: 0000077159-00-000045 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENN VIRGINIA CORP CENTRAL INDEX KEY: 0000077159 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 231184320 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-13283 FILM NUMBER: 634986 BUSINESS ADDRESS: STREET 1: 100 MATSONFORD ROAD SUITE 200 STREET 2: ONE RADNOR CORPORATE CENTER CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 6106878900 MAIL ADDRESS: STREET 1: 800 BELLEVUE 200 S BROAD ST CITY: PHILADELPHIA STATE: PA ZIP: 19102 FORMER COMPANY: FORMER CONFORMED NAME: VIRGINIA COAL & IRON CO DATE OF NAME CHANGE: 19670501 10-Q 1 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 PENN VIRGINIA CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME - Unaudited (in thousands, except share data) Three Months Ended March 31, 2000 1999 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.
PENN VIRGINIA CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands) March 31, December 31, 2000 1999 (Unaudited) ASSETS 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.
PENN VIRGINIA CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands) March 31, December 31, 2000 1999 (Unaudited) LIABILITIES AND SHAREHOLDERS' EQUITY 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.
PENN VIRGINIA CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED CASH FLOW STATEMENTS - Unaudited (in thousands) Three Months Ended March 31, 2000 1999 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.
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): March 31, March 31, 1999 1999 (Pro Forma) (As Reported) Revenues $ 11,046 $ 9,509 Net income $ 3,114 $ 2,915 Net income per share, diluted $ 0.37 $ 0.35
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: Gross Unrealized Market Cost Holding Gain (loss) Value Available-for-sale: Norfolk Southern Corporation $ 2,839 $44,289 $47,128 Other - 22 22 $ 2,839 $44,311 $47,150
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. 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) 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
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: Three Months Ended March 31, 2000 1999 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)
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. Coal Royalty and Land Corporate Oil and Gas Management and Other Consolidated (in thousands) 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
Coal Royalty and Land Corporate Oil and Gas Management and Other Consolidated (in thousands) March 31, 1999 Revenues $4,576 $ 4,272 $ 661 $9,509 Operating income (loss) 869 3,265 (299) 3,835
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 $0.9 million for the first quarter of 1999. Operational and financial data for the Company's oil and gas segment for the first quarter of 2000 and 1999 is summarized as follows: Operations Summary Three Months Ended March 31, Production 2000 1999 Natural gas (MMcf) 2,497 2,039 Oil and condensate (MBbls) 7 7 Production, MMcfe 2,539 2,081 Average Realized Prices Natural gas ($/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
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 $0.2 million gain on hedging activities was recognized during the 1999 comparable period. The following table shows the effect of hedging activities on the Company's natural gas prices: Hedging Summary Three Months Ended March 31, 2000 1999 Natural gas prices ($/Mcf): Actual price received for production $ 2.84 $ 2.04 Effect of hedging activities - 0.11 Average price 2.84 2.15
Financial Summary Three Months Ended March 31, 2000 1999 (in thousands) Revenues: 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
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. 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 $3.3 million for the first quarter of 1999. Operational and financial data for the Company's coal segment for the 2000 and 1999 first quarter is summarized in the following tables: Operations Summary Three Months Ended March 31, 2000 1999 Production Timber (Mbf) 1,858 1,114 Coal tons (000's) 2,995 1,706 Average Realized Prices Timber ($/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
Financial Summary Three Months Ended March 31, 2000 1999 (in thousands) 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
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. 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 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 EX-27 2 ART. 5 FDS FOR 1ST QUARTER 10-Q
5 1,000 3-MOS DEC-31-2000 MAR-31-2000 0 0 6,554 0 0 8,351 270,803 79,108 252,472 7,756 0 0 0 55,762 83,641 252,472 13,368 16,143 1,174 1,174 4,033 0 1,499 7,228 1,885 5,343 0 0 0 5,343 0.65 0.65
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