UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 29, 2000
Penn Virginia Corporation
(Exact name of registrant as specified in its charter)
Virginia | 0-753 | 23-1184320 |
One Radnor Corporate Center, Suite 200, 100 Matsonford Road, Radnor, PA 19087
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (610) 687-8900
Item 2. Acquisition or Disposition of Assets.
On December 29, 2000, Registrant's indirectly wholly owned subsidiary, Penn Virginia Oil & Gas Corporation, sold natural gas properties located primarily in Kentucky and West Virginia to Eastern American Energy Corporation, a wholly owned subsidiary of Energy Corporation of America. The sale was effective as of October 1, 2000. The purchase price paid for the properties was a total of $59.4 million, subject to adjustments for production and expenses after October 1, 2000, preferential rights exercised by third parties and other customary adjustments. Of the $59.4 million paid, $58.6 million was paid in cash and the balance in assumption of certain payment obligations of Registrant.
The properties sold contained an estimated 70 billion cubic feet equivalent of proved reserves and, at the time of the sale, produced, net to Registrant, seven million cubic feet per day.
1 |
Item 7. Financial Statements and Exhibits.
(b) Pro Forma Financial Information. See "Index to Financial Statements" on page F-1.
(c) Exhibits.
Exhibit 10. Asset Purchase and Sale Agreement dated November 22, 2000, as amended by letter agreement dated December 29, 2000, between Penn Virginia Oil & Gas Corporation and Eastern American Energy Corporation (designated assignee of Energy Corporation of America) (Schedules deleted).
Exhibit 99. Press Release dated January 3, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 12, 2001 | Penn Virginia Corporation |
| Nancy M. Snyder |
| By: /s/ Nancy M. Snyder |
2 |
INDEX TO FINANCIAL STATEMENTS |
| Page |
Pro Forma Consolidated Balance Sheet as of September 30, 2000 (Unaudited) | F-2 |
|
|
Pro Forma Consolidated Income Statement for the Year Ended December 31, 1999 (Unaudited) | F-3 |
|
|
Pro Forma consolidated Income Statement for the Nine Months Ended September 30, 2000 (Unaudited) | F-4 |
|
|
Notes to Unaudited Pro Forma Consolidated Financial Statements | F-5 |
Unaudited Pro Forma Consolidated Financial Statements of Penn Virginia Corporation |
The unaudited pro forma consolidated financial information of Penn Virginia Corporation (the "Company" or "Penn Virginia") is based on the Company's historical financial statements, adjusted to give effect to (1) the divestiture of certain oil and gas properties located primarily in Kentucky and West Virginia (the "Divestiture") and (2) the reduction of long-term debt with the proceeds from the Divestiture. The pro forma consolidated balance sheet as of September 30, 2000 assumes that the Divestiture and the related reduction of long-term debt occurred as of September 30, 2000. The pro forma consolidated income statements for the year ended December 31, 1999 and the nine-months ended September 30, 2000 assume that the Divestiture and the related reduction of long-term debt occurred on January 1, 1999.
The unaudited pro forma consolidated financial statements included herein are not necessarily indicative of the results that might have occurred had the transactions taken place at the date specified and are not intended to be a projection of future results. In addition, future results may vary significantly from the results reflected in the accompanying unaudited pro forma consolidated financial statements because of normal production declines, changes in product prices, future acquisitions and divestitures, and other factors.
The following unaudited pro forma consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes of the Company.
F-1 |
Penn Virginia Corporation and Subsidiaries |
|
| The Company |
| The Divestiture |
|
| Pro Forma Consolidated |
| |||||||
Current Assets | $ | 11,082 | $ | (2,409) | (a) | $ | 8,673 |
|
|
|
|
|
|
|
|
Investments |
| 47,984 |
| - |
|
| 47,984 |
Long-term notes receivable |
| 2,798 |
| - |
|
| 2,798 |
| |||||||
Oil and gas properties, wells and equipment, using the successful efforts method of accounting |
|
|
|
|
|
|
|
Other property and equipment |
| 83,677 |
| - |
|
| 83,677 |
Accumulated depreciation and depletion |
|
|
|
|
|
|
|
Net property, plant and equipment |
| 235,387 |
| (28,864) |
|
| 206,523 |
|
|
|
|
|
|
|
|
Other assets |
| 1,846 |
| (101) | (a) |
| 1,745 |
| |||||||
Total assets | $ | 299,097 | $ | (31,374) |
| $ | 267,723 |
Liabilities and Shareholders' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities | $ | 8,577 | $ | 3,047 | (a) | $ | 11,624 |
|
|
|
|
|
|
|
|
Other liabilities |
| 5,321 |
| - |
|
| 5,321 |
Deferred income taxes |
| 23,758 |
| 4,790 | (a) |
| 28,548 |
Long-term debt, net of current installments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity |
| 153,141 |
| 15,470 | (d) |
| 168,611 |
|
|
|
|
|
|
|
|
Total liabilities and shareholders' equity |
|
|
|
|
|
|
|
F-2 |
Penn Virginia Corporation and Subsidiaries | |||||||
| The Company |
| The Divestiture |
|
| Pro Forma Consolidated | |
| |||||||
Revenue |
|
|
|
|
|
|
|
Oil sales | $ | 463 | $ | (424) | (a) | $ | 39 |
Natural gas sales |
| 21,384 |
| (5,857) | (a) |
| 15,527 |
Royalties - coal |
| 17,624 |
| - |
|
| 17,624 |
Timber |
| 1,667 |
| - |
|
| 1,667 |
Dividends |
| 2,646 |
| - |
|
| 2,646 |
Gain on sale of property |
| 280 |
| - |
|
| 280 |
Other income |
| 3,071 |
| (487) | (a) |
| 2,584 |
Total revenues |
| 47,135 |
| (6,768) |
|
| 40,367 |
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
Operating expenses |
| 4,311 |
| (1,536) | (a) |
| 2,775 |
Exploration and development |
| 2,146 |
| (184) | (a) |
| 1,962 |
Taxes other than income |
| 2,795 |
| (500) | (a) |
| 2,295 |
General and administrative |
| 8,775 |
| - |
|
| 8,775 |
Depreciation and depletion |
| 8,393 |
| (1,635) | (a) |
| 6,758 |
Total expenses |
| 26,420 |
| (3,855) |
|
| 22,565 |
|
|
|
|
|
|
|
|
Operating income, (loss) |
| 20,715 |
| ((2,913) |
|
| 17,802 |
|
|
|
|
|
|
|
|
Interest expense |
| (3,298) |
| 3,298 | (b) |
| - |
Interest income and other |
| 1,417 |
| - |
|
| 1,417 |
Income before taxes |
| 18,834 |
| 385 |
|
| 19,219 |
|
|
|
|
|
|
|
|
Income tax expense |
| 4,330 |
| 77 | (c) |
| 4,407 |
|
|
|
|
|
|
|
|
Net income | $ | 14,504 | $ | 308 |
| $ | 14,812 |
|
|
|
|
|
|
|
|
Net income per share, basic | $ | 1.73 |
|
|
| $ | 1.76 |
Net income per share, diluted | $ | 1.71 |
|
|
| $ | 1.75 |
|
|
|
|
|
|
|
|
Weighted average shares outstanding, basic |
| 8,406 |
|
|
|
| 8,406 |
Weighted average shares outstanding, diluted |
| 8,480 |
|
|
|
| 8,480 |
F-3 |
Penn Virginia Corporation and Subsidiaries | |||||||
| The Company |
| The Divestiture |
|
| Pro Forma Consolidated | |
| |||||||
Revenue |
|
|
|
|
|
|
|
Oil sales | $ | 615 | $ | (507) | (a) | $ | 108 |
Natural gas sales |
| 30,495 |
| (6,999) | (a) |
| 23,496 |
Royalties - coal |
| 16,815 |
| - |
|
| 16,815 |
Timber |
| 1,812 |
| - |
|
| 1,812 |
Dividends |
| 1,984 |
| - |
|
| 1,984 |
Gain on sale of property |
| 899 |
| - |
|
| 899 |
Other income |
| 3,596 |
| (265) | (a) |
| 3,331 |
Total revenues |
| 56,216 |
| (7,771) |
|
| 48,445 |
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
Operating expenses |
| 3,614 |
| (1,129) | (a) |
| 2,485 |
Exploration and development |
| 2,653 |
| (183) | (a) |
| 2,470 |
Taxes other than income |
| 2,800 |
| (636) | (a) |
| 2,164 |
General and administrative |
| 7,641 |
| - |
|
| 7,641 |
Depreciation and depletion |
| 8,659 |
| (1,370) | (a) |
| 7,289 |
Total expenses |
| 25,367 |
| (3,318) |
|
| 22,049 |
|
|
|
|
|
|
|
|
Operating income, (loss) |
| 30,849 |
| (4,453) |
|
| 26,396 |
|
|
|
|
|
|
|
|
Interest expense |
| (5,643) |
| 3,294 | (b) |
| (2,349) |
Interest income and other |
| 1,097 |
| - |
|
| 1,097 |
Income before taxes |
| 26,303 |
| (1,159) |
|
| 25,144 |
|
|
|
|
|
|
|
|
Income tax expense |
| 7,576 |
| (332) | (c) |
| 7,244 |
|
|
|
|
|
|
|
|
Net income | $ | 18,727 | $ | (827) |
| $ | 17,900 |
|
|
|
|
|
|
|
|
Net income per share, basic | $ | 2.28 |
|
|
| $ | 2.18 |
Net income per share, diluted | $ | 2.25 |
|
|
| $ | 2.15 |
|
|
|
|
|
|
|
|
Weighted average shares outstanding, basic |
| 8,203 |
|
|
|
| 8,203 |
Weighted average shares outstanding, diluted |
| 8,312 |
|
|
|
| 8,312 |
F-4 |
Penn Virginia Corporation |
Notes to Unaudited Pro Forma Consolidated Financial Statements |
(a) | Reflects the reduction to oil and gas properties and related worked capital, deferred taxes and revenues and expenses as a result of the Divestiture. |
(b) | To reflect the reduction in long-term debt and related interest expense from the use proceeds from the Divestiture. |
(c) | To adjust income tax expense to reflect the Divestiture and related reduction in long-term debt. |
(d) | To adjust equity to reflect the Divestiture (including a realized gain on the Divestiture and the repayment of long-term debt.) |
F-5 |
