0000893220-95-000530.txt : 19950815 0000893220-95-000530.hdr.sgml : 19950815 ACCESSION NUMBER: 0000893220-95-000530 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950814 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENN VIRGINIA CORP CENTRAL INDEX KEY: 0000077159 STANDARD INDUSTRIAL CLASSIFICATION: MINERAL ROYALTY TRADERS [6795] IRS NUMBER: 231184320 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-00753 FILM NUMBER: 95563080 BUSINESS ADDRESS: STREET 1: 800 BELLEVUE STREET 2: 200 S BROAD ST CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 2155456600 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 FORM 10-Q PENN VIRGINIA CORP 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1995 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 19807 (Address of principal executive offices) (Zip code) (610)687-8900 (Registrant's telephone number; including area code) 800 THE BELLEVUE 200 SOUTH BROAD STREET, PHILADELPHIA, PA 19102 (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 August 11, 1995: 4,262,240 2 PENN VIRGINIA CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) (UNAUDITED)
Three Months Six Months Ended June 30, Ended June 30, -------------- -------------- 1995 1994 1995 1994 ------ ------ ------ ------ Operating revenues: Sales $ 152 $ 101 $ 372 $ 222 Coal royalties 2,961 3,848 6,129 7,376 Oil and gas sales and royalties 3,561 4,039 7,352 8,380 Gain on sale of securities 4,106 - 4,106 - Dividends 592 857 1,217 1,434 Other income, net 814 481 1,354 1,059 ------- ------ ------- ------- 12,186 9,326 20,530 18,471 -------- ------ ------- ------- Expenses: Cost of sales 728 801 1,452 1,441 Selling, general and administrative 1,607 1,689 3,451 3,371 Exploration and development 124 185 242 254 Depreciation, depletion and amortization 1,832 1,481 3,718 3,032 Taxes other than on income 457 355 898 764 Interest 624 420 1,010 874 ------- ------- --------- ------- 5,372 4,931 10,771 9,736 ------- ------- -------- ------- Income from operations 6,814 4,395 9,759 8,735 Income taxes 1,465 1,118 1,768 2,218 ------- --------- ------- ------- Net income $ 5,349 $ 3,277 $ 7,991 $ 6,517 ======= ======= ======= ======= Income per common share (based on 4,274,326 and 4,279,540 weighted average shares outstanding in 1995 and 1994, respectively): $ 1.25 $ .76 $ 1.87 $ 1.52 ======== ======= ======= =======
See accompanying notes to condensed consolidated financial statements. 3 PENN VIRGINIA CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (Thousands of Dollars)
(Unaudited) June 30, 1995 December 31, 1994 ------------- ----------------- ASSETS ------ Current assets Cash and cash equivalents $ 3,619 $ 7,039 Receivables 3,393 3,286 Current portion of long-term notes receivable 3,646 3,646 Inventory 679 599 Current deferred tax benefit 1,451 1,451 Recoverable income taxes - 1,646 Other 215 249 --------- --------- Total current assets 13,003 17,916 --------- --------- Investments 86,425 85,321 Long-term notes receivable, net of current portion 7,209 8,881 Property, plant and equipment (net) 105,432 86,246 Other assets 963 895 --------- --------- Total assets $ 213,032 $ 199,259 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Current liabilities Current installments on long-term debt $ 5,250 $ 7,325 Accounts payable 1,648 4,409 Accrued expenses 4,135 3,913 Deferred income 214 220 Taxes on income 383 - --------- --------- Total current liabilities 11,630 15,867 -------- --------- Other liabilities 7,946 8,237 Deferred taxes 28,938 28,459 Long-term debt, net of current installments 22,000 9,250 Shareholders' Equity Preferred stock of $100 par value - authorized 100,000 shares; issued none - - Common stock of $6.25 par value - authorized 8,000,000 shares; issued 4,437,517 shares in 1995 and 1994 27,734 27,734 Other paid-in capital 34,793 34,793 Retained earnings 39,722 35,571 --------- --------- 102,249 98,098 Less: 165,277 and 157,977 shares in 1995 and 1994 of common stock held in treasury 7,644 7,435 Guaranteed debt to Employee Stock Ownership Plan - 300 Add: Unrealized holding gain, net of tax - investments 47,913 47,083 --------- --------- Total shareholders' equity 142,518 137,446 --------- --------- Total liabilities and shareholders' equity $ 213,032 $ 199,259 ========= =========
See accompanying notes to condensed consolidated financial statements. 4 PENN VIRGINIA CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Thousands of Dollars) (UNAUDITED)
Six Months Ended June 30, -------------- 1995 1994 ---- ---- Cash flows from operating activities: Net cash flows from operating activities $ 5,891 $ 2,259 -------- -------- Cash flows from (used in) investing activities: Proceeds from the sale of securities 4,278 - Payment received on long-term notes 2,333 2,057 Proceeds from the sale of fixed assets 117 - Purchases of property, plant and equipment (22,943) ( 9,277) ---------- --------- Net cash flows used in investing activities (16,215) (7,220) --------- -------- Cash flows from (used in) financing activities: Dividends paid (3,841) (3,836) Repayment of long-term borrowings (7,325) (5,525) Proceeds from long-term borrowings 18,000 - Purchase of treasury stock (230) - Reduction in Guaranteed debt to ESOP 300 300 -------- -------- Net cash flows provided (used) by financing 6,904 (9,061) activities -------- -------- Net (decrease) in cash and cash equivalents (3,420) (14,022) Cash and cash equivalents - beginning balance 7,039 23,869 -------- -------- Cash and cash equivalents - ending balance $ 3,619 $ 9,847 -------- -------- Supplemental disclosures of cash flow information: Cash paid to date for: Interest $ 997 $ 1,097 ======== ======== Income taxes $ 373 $ 2,770 ======== ========
See accompanying notes to condensed consolidated financial statements. 5 PENN VIRGINIA CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. In the opinion of the Company, the accompanying condensed consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of June 30, 1995, and the results of operations for the three and six months ended June 30, 1995 and 1994 and cash flows for the six months ended June 30, 1995 and 1994. Property, plant and equipment consist of the following:
June 30, 1995 December 31, 1994 ------------- ----------------- (In thousands) Property, plant and equipment $ 143,193 $ 120,251 Less: Accumulated depreciation and depletion (37,761) (34,005) --------- --------- Net property, plant and equipment $ 105,432 $ 86,246 ---------- ---------
2. During the first quarter of 1995, the Company completed two significant asset transactions. The first transaction consisted of the relinquishment of the West Virginia Hampton lease by Westmoreland Coal Company. The second transaction consisted of the acquisition of an oil and gas property located in West Virginia ("Loup Creek") that increased the Company's oil and gas reserves by approximately 42 billion cubic feet (bcf) at a cost of approximately $17 million. This oil and gas property is contiguous to a previously acquired oil and gas property in 1992 and will allow access to an additional gas pipeline transmission system thereby increasing the marketability of the Company's natural gas reserves. 3. The amortized cost, gross unrealized holding gains and fair value for available-for-sale securities at June 30, 1995 were as follows:
Gross Unrealized Amortized Holding Fair Cost Gain Value --------- ---------- ----- (In thousands) Available-for-sale: Westmoreland Coal Company $ 5,263 $ - $ 5,263 Westmoreland Resources, Inc. 4,530 - 4,530 Norfolk Southern Corporation 2,929 73,703 76,632 -------- -------- -------- $ 12,722 $ 73,703 $ 86,425 ======== ======== ========
On April 21, 1995 the Company sold 65,000 shares of its Norfolk Southern Corporation common stock investment for approximately $4.3 million. On July 7, 1995 the Company sold an additional 35,000 shares of its Norfolk Southern Corporation common stock investment for approximately $2.4 million. The proceeds from these sales were used for general corporate purposes as well as for working capital and debt service requirements. The amortized cost and fair value of notes receivable which are classified as held-to-maturity securities was $10,855,000 at June 30, 1995. 4. During the first quarter of 1995 the Company executed a new $20 million 6 loan and agency agreement with First Fidelity Bank as the lead lender and two other commercial bank lenders. Proceeds from this facility were used to finance the acquisition of the Loup Creek oil and gas property and the relinquishment of the Hampton lease by Westmoreland Coal Company. As of June 30, 1995, $18 million was outstanding under this facility and is included with long-term debt on the Company's balance sheet. The remaining $2 million is available for future borrowings as deemed necessary by the Company. 7 Management's Discussion and Analysis of Results of Operations and Financial Condition Results of operations for the quarter ended June 30, 1995 as compared with the quarter ended June 30, 1994: Income from operations before income taxes increased $2,419,000, or 55%, for the second quarter of 1995 compared to the second quarter of 1994. This increase is composed of a $721,000 decrease in the coal and land segment, a $907,000 decrease in the oil and gas segment, a $3,783,000 increase in the investment segment and a $264,000 decrease in general corporate expenses and interest. Income taxes increased as a result of an increase in income primarily due to the gain recognized on the sale of securities in the second quarter of 1995. Coal and Land
Three Months Ended June 30, -------------- 1995 1994 ---- ---- (Thousands of dollars) Revenues: Sales $ 152 $ 101 Royalties 2,961 3,848 Other 488 298 ------- ------- Total 3,601 4,247 Expenses: Cost of sales 12 15 Selling, general and administrative 332 285 Exploration and development 44 51 Depreciation, depletion and amortization 43 43 Taxes other than on income 71 33 ------- ------- Total 502 427 ------- ------- Operating Profit $ 3,099 $ 3,820 ======= =======
The decrease in the coal and land segment operating profit of $721,000, or 19%, is primarily attributable to decreased coal royalties from the Company's mineral fee properties located in Virginia and West Virginia. Partially offsetting this decrease in coal royalty income was an increase in bulk timber sales of $51,000, an increase in interest income on long-term coal notes of $118,000 and a gain on the sale of land parcels of $63,000. Selling, general and administrative expense increased by $47,000 primarily due to increased salary and employee benefits expense. The increase in taxes other than on income of $38,000 was primarily due to property taxes relating to the West Virginia Hampton lease relinquishment by Westmoreland Coal Company that occurred in the first quarter of 1995. Penn Virginia Corporation received royalties from Westmoreland Coal Company totalling $2,203,000 and $2,941,000 for the three months ending June 30, 1995 and 1994 respectively. 8 Oil and Gas
Three Months Ended June 30, -------------- 1995 1994 ---- ---- (Thousands of dollars) Revenues: Sales $ 3,220 $ 3,579 Royalties 341 460 Other 27 30 ------- ------- Total 3,588 4,069 Expenses: Cost of sales 716 787 Selling, general and administrative 800 662 Exploration and development 82 134 Depreciation, depletion and amortization 1,778 1,426 Taxes other than on income 346 287 ------- ------- Total 3,722 3,296 ------- ------- Operating Profit (Loss) $ (134) $ 773 ========= =======
The decrease in operating profit of $907,000, or 117%, is primarily due to lower natural gas pricing and higher depletion expense in 1995 versus 1994. Natural gas prices have declined approximately 30% thereby reducing natural gas sales revenues $359,000 or 10%. In addition, oil and gas royalties have decreased $119,000, or 26%, primarily due to lower natural gas prices and a decline in royalty natural gas production volume. Selling, general and administrative expense increased $138,000, or 21%, primarily due to increases in salary, rent and employee benefits expenses. The increase in taxes other than on income of $59,000, or 21%, is mainly attributable to higher severance and property taxes associated with oil and gas reserve acquisitions made in 1994 and the first half of 1995. Depreciation, depletion and amortization increased $352,000, or 25%, primarily due to the effect of lower natural gas pricing and higher natural gas production volumes on the depletion rate calculation for 1995. Investments
Three Months Ended June 30, -------------- 1995 1994 ---- ---- (Thousands of dollars) Revenues: Dividends $ 592 $ 857 Gain on sale of securities 4,106 - Other 26 99 ------ ------ Total 4,724 956 Expenses: Selling, general and administrative 3 16 Depreciation - 2 ------ ------ Total 3 18 ------ ------ Operating Profit $4,721 $ 938 ====== ======
The increase in the investment segment operating profit of $3,783,000, or 403%, is mainly attributable to the gain recognized on the sale of 65,000 shares of the Company's investment in Norfolk Southern Corporation common stock. Partially offsetting this increase is a decrease in dividend income of $265,000 primarily due to timing and a reduction in interest income earned on short-term investments of $73,000. 9 Corporate General corporate expenses decreased primarily due to the reversal of $225,000 representing the remaining balance of the corporate office relocation reserve no longer required. The Company relocated its corporate offices in June 1995 and subleased its former corporate office space. Interest income increased $216,000 relating to the 1984-86 Internal Revenue Service audit refund settlement. Interest expense increased by $204,000 due to additional first quarter of 1995 borrowings associated with the acquisition of the oil and gas property located in eastern Kentucky. Results of operations for the six months ended June 30, 1995 as compared to the six months ended June 30, 1994: Income from operations before income taxes increased $1,024,000 or 12%. This increase is comprised of a $817,000 decrease in the coal and land segment, a $2,094,000 decrease in the oil and gas segment, a $3,722,000 increase in the investment segment and a decrease of $213,000 in general corporate expenses and interest. Income taxes decreased $450,000 or 20%. The decrease is primarily due to lower State income tax expense of $270,000 due to a refund relating to 1994 overpayments made and the estimated decrease in the effective Federal tax rate due to the effect of an increased dividends received deduction, percentage depletion and shale tax credits relative to lower estimated annualized operating income. Coal and Land
Six Months Ended June 30, -------------- 1995 1994 ---- ---- (Thousands of dollars) Revenues: Sales $ 372 $ 222 Royalties 6,129 7,376 Other 972 588 ------- ------- Total 7,473 8,186 ------- ------- Expenses: Cost of sales 31 41 Selling, general and administrative 651 594 Exploration and development 96 90 Depreciation, depletion and amortization 65 86 Taxes other than on income 146 74 -------- ------- Total 989 885 ------- ------- Operating Profit $ 6,484 $ 7,301 ======= =======
The decrease in the coal and land segment operating profit of $817,000, or 11%, is mainly attributable to decreased coal royalties from the Company's mineral fee properties located in Virginia and West Virginia. Partially offsetting this decrease in coal royalty income is an increase in bulk timber sales of $150,000, an increase in interest income on long-term coal notes of $236,000 and a gain recognized on the sale of land parcels of $116,000. The decrease in depreciation, depletion and amortization of $21,000, or 24%, is primarily due to the reduction in total coal royalty production tonnage of 845,000 tons in 1995 versus 1994. Taxes other than on income increased by $72,000 or 97% due to increased property taxes relating to the relinquishment of the West Virginia Hampton lease by Westmoreland Coal Company in the first quarter of 1995. Penn Virginia Corporation received royalties from Westmoreland Coal Company totalling $4,481,000 and $5,543,000 for the six months ending June 30, 1995 and 1994 respectively. 10 Oil and Gas
Six Months Ended June 30, -------------- 1995 1994 ---- ---- (Thousands of dollars) Revenues: Sales $ 6,663 $ 7,299 Royalties 689 1,081 Other 37 136 ------ -------- Total 7,389 8,516 Expenses: Cost of sales 1,421 1,400 Selling, general and administrative 1,534 1,327 Exploration and development 146 164 Depreciation, depletion and amortization 3,634 2,923 Taxes other than on income 659 613 ------- ------- Total 7,394 6,427 ------- ------- Operating Profit (Loss) $ (5) $ 2,089 ======== =======
The decrease in operating profit of $2,094,000, or 100%, is primarily due to lower natural gas pricing and higher depletion expense in 1995 versus 1994. Natural gas prices have declined by approximately 30% thereby reducing natural gas sales revenues $636,000 or 9%. In addition, oil and gas royalties have decreased $392,000, or 36%, primarily due to lower natural gas prices and a decline in royalty natural gas production volumes. Selling, general and administrative expense increased by $207,000, or 16%, primarily due to increases in salary, rent and employee-benefits expenses. Investments
Six Months Ended June 30, -------------- 1995 1994 ---- ---- (Thousands of dollars) Revenues: Dividends $ 1,217 $ 1,434 Gain on sale of securities 4,106 - Other 29 224 ------- ------- Total 5,352 1,658 Expenses: Selling, general and administrative 9 32 Depreciation - 4 Taxes other than on income - 1 ------- ------- Total 9 37 ------- ------- Operating Profit $ 5,343 $ 1,621 ======= =======
The increase in the investment segment operating profit of $3,722,000, or 230%, is mainly attributable to the gain recognized on the sale of 65,000 shares of the Company's investment in Norfolk Southern Corporation common stock. Partially offsetting this increase is a decrease in dividend income of $217,000 and a reduction in interest income earned on short-term investments of $195,000. Selling, general and administrative expense decreased by $23,000 due to a reduction in salary expense. Corporate General corporate expenses decreased primarily due to the reversal of $225,000 representing the remaining balance of the corporate office relocation reserve no longer required. The Company relocated its corporate offices in June 1995 and subleased its former corporate office space. Interest income increased $216,000 relating to the 1984-86 Internal Revenue Service audit refund settlement. Interest 11 expense increased by $136,000 due to additional first quarter of 1995 borrowings associated with the acquisition of the oil and gas property located in West Virginia. In addition, general and administrative expenses increased $111,000 primarily due to higher legal, salary and consulting expenses. Financial Condition, Liquidity, Capital Resources and Other Financial Data at June 30, 1995: Working capital at June 30, 1995 was $1.4 million compared to $2 million at December 31, 1994. See the Condensed Consolidated Statement of Cash Flows for details regarding the change. On July 7, 1995 the Company sold an additional 35,000 shares of Norfolk Southern Corporation common stock for approximately $2.4 million. The proceeds from this sale were used for general corporate purposes as well as for working capital and debt service requirements. Presently, the Company has $3 million of available debt capacity. Three factors that could influence future earnings and cash flow of the Company are coal tonnages mined, natural gas prices and natural gas shut-ins. The first factor is the number of tons of coal mined from the Company's mineral fee properties. Westmoreland Coal Company (WCX), our largest lessee, announced July 31, 1995 that it had reached an agreement with Duke Power Company whereby Duke would buy out the remaining term of a WCX coal supply agreement originally entered into on January 1, 1986. The coal shipped to Duke under this agreement was being mined from the Company's Virginia mineral fee properties. WCX also disclosed it is negotiating the sale of the remaining assets of its Virginia operations with A. T. Massey Coal Company, Inc. This announced shutdown of WCX's Virginia operations will have a significant financial impact on Penn Virginia Corporation's 1995 and 1996 earnings and cash flows. The Company estimates a potential decrease in its 1995 coal royalties of $3.1 million if the Virginia coal properties were to remain idle for the remainder of 1995. In an effort to diversify the risks associated with having one principal lessee on the Company's West Virginia coal properties and more fully exploit the mineable coal reserves the Company obtained the relinquishment of the WCX Hampton lease in February, 1995. It is the Company's intent to have several lessees mining coal on this property. Management is currently evaluating several options from potential coal lessees that could have a positive impact on coal royalty income in the future. The second factor is natural gas prices. Since the majority of the Company's natural gas is sold in the spot market or under contracts less than one year in duration, future earnings will be directly related to the fluctuation of those prices. Any sustained decline in these prices could result in some impairment of oil and gas assets. As previously disclosed, lower natural gas prices continue to have a negative impact on revenues, which are down 12% in spite of a 30% increase in gas volumes produced to date in 1995. In addition, the Company has been notified by Columbia Gas Transmission Company, which transports the preponderance of the Company's natural gas, of shut-ins of various parts of its pipeline transportation system to complete repairs. The Company anticipates the duration of these shut-ins will be approximately three and one-half months commencing August 1, 1995. The anticipated economic impact of these shut-ins is estimated to be a decrease in 1995 natural gas volumes sold of 1.2 billion cubic feet. Based on current pricing gas revenues are expected to decrease by approximately $2 million. In a continuing effort to mitigate the recent decline in natural gas prices and the scheduled shut-ins by Columbia Gas, the Company has undertaken several steps. The current year's remaining drilling program has been reduced and management continues to evaluate ways to further reduce expenses. The Company 12 anticipates a late 1995 or early 1996 settlement of its claim against Columbia Gas Transmission Company for approximately $8 million. The Company continues to evaluate its investment in WCX and any deterioration in WCX's financial condition that results in the carrying value for that investment being in excess of fair value could result in additional losses. Except for matters discussed above, management is not presently aware of any trends or demands which exist or uncertainties which are reasonably likely to result in the Company's liquidity increasing or decreasing in any material way. 13 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Annual Meeting of the Shareholders of Penn Virginia Corporation was held May 2, 1995, for the purpose of electing a board of directors for the ensuing year, the adoption of the 1994 Stock Option Plan, adoption of the 1995 Directors' Stock Option Plan, Amendment to the Articles of Incorporation and to transact such other business as may properly come before the meeting. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934 and the results of the election of the board of directors are as follows:
FOR AGAINST ABSTAINING ---- ------- ---------- Eckhard Albrecht 87.2% 4.7% 8.1% Lennox K. Black 87.2% 0% 12.8% John D. Cadigan 87.2% 0% 12.8% Hans Michael Gaul 87.3% 0% 12.7% John A. H. Shober 87.1% 0% 12.9% Frederick C. Witsell, Jr. 87.2% 0% 12.8% Minturn T. Wright, III 87.2% 0% 12.8%
Additional business transacted at this meeting involved shareholder voting on the 1994 Stock Option Plan, the 1995 Directors' Stock Option Plan and the Proposed Amendment to the Articles of Incorporation increasing the outstanding common shares from 8 to 20 million. The results of the voting are as follows:
FOR AGAINST ABSTAINING --- ------- ---------- 1994 Stock Option Plan 82.2% 16.9% .9% 1995 Directors' Stock Option Plan 82.2% 16.9% .9% Amendment to the Articles of Incorporation 60.1% 39.6% .3%
Both the 1994 Stock Option Plan and the 1995 Directors' Option Plan were approved by the shareholders. The Amendment to the Articles of Incorporation required two-thirds shareholder approval and therefore was not approved. No other business at the meeting required a shareholder vote. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits Exhibit 15: Letter Re: Unaudited interim financial information. Exhibit 27: Financial data schedule (b) Reports on Form 8-K: No reports on Form 8-K were filed for the quarter ended June 30, 1995. 14 REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT The accompanying condensed consolidated financial statements have been reviewed by the Company's independent certified public accountants, KPMG Peat Marwick LLP in accordance with the established professional standards and procedures for such a limited review. 15 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. PENN VIRGINIA CORPORATION ------------------------- (Registrant) ----------- Date: August 14, 1995 STEVEN W. THOLEN --------------- -------------------------------------------- (Steven W. Tholen, Vice President, Chief Financial Officer (Principal Financial Officer) Date: August 14, 1995 WILLIAM M. SWENSON --------------- --------------------------------------------- (William M. Swenson, Asst. Controller) (Principal Accounting Officer) 16 KPMG Peat Marwick LLP Certified Public Accountants 1600 Market Street Philadelphia, PA 19103 INDEPENDENT ACCOUNTANTS' REPORT The Board of Directors Penn Virginia Corporation We have reviewed the accompanying condensed consolidated balance sheet of Penn Virginia Corporation and subsidiaries as of June 30, 1995 and the related condensed consolidated statements of income for the three and six month periods ended June 30, 1995 and 1994, and condensed consolidated statement of cash flows for the six month periods ended June 30, 1995 and 1994. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical review procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed consolidated financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of Penn Virginia Corporation and subsidiaries as of December 31, 1994, and the related consolidated statements of income, shareholders' equity and cash flows for the year then ended (not presented herein); and in our report dated March 1, 1995, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 1994, is fairly presented, in all material respects in relation to the consolidated balance sheet from which it has been derived. KPMG Peat Marwick LLP KPMG Peat Marwick LLP Philadelphia, PA August 11, 1995 17 EXHIBIT INDEX
Exhibit No. Description 15 Letter re unaudited interim financial information 27 Financial data schedule
EX-15 2 KPMG PEAT MARWICK LLP LETTER 1 KPMG Peat Marwick LLP Certified Public Accountants 1600 Market Street Phila., PA 19103 Exhibit 15 Penn Virginia Corporation 100 Matsonford Rd. Suite 200 Radnor, PA 19807 Re: Registration Statement Nos. 2-67355, 2-77500, 33-40430, 33-59647 and 33-59651 Gentlemen: With respect to the subject Registration Statements, we acknowledge our awareness of the use therein of our report dated August 11, 1995 related to our review of interim financial information. Pursuant to Rule 436(c) under the Securities Act, such report is not considered a part of a Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Act. Very truly yours, KPMG Peat Marwick LLP KPMG Peat Marwick LLP August 14, 1995 EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED BALANCE SHEET AT JUNE 30, 1995 AND THE CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1994 JUN-30-1995 3,619 0 7,039 0 679 13,003 143,193 37,761 213,032 11,630 0 27,734 0 0 114,784 213,032 7,035 20,530 1,452 1,452 8,309 0 1,010 9,759 1,768 7,991 0 0 0 7,991 1.87 1.87