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): April 26, 2001
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 April 26, 2001, Registrant completed the sale of 3.3 million shares of Norfolk Southern Corporation common stock. The shares were sold in open market transactions on the New York Stock Exchange at an average price of $17.39 per share.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information. See "Index to Financial Statements" on page F-1.
(c) Exhibits.
Exhibit 99. Press Release dated April 30, 2001.
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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: May 10, 2001 | Penn Virginia Corporation |
_____________________________ | |
By: /s/ Nancy M. Snyder |
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INDEX TO FINANCIAL STATEMENTS |
Page | |
Pro Forma Consolidated Balance Sheet as of March 31, 2001 (Unaudited) | F-2 |
Pro Forma Consolidated Income Statement for the Year Ended December 31, 2000 (Unaudited) | F-3 |
Pro Forma consolidated Income Statement for the Three Months Ended March 31, 2001 (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 sale of 3,307,200 shares of Norfolk Southern Corporation common stock (the "Sale") and (2) the reduction of long-term debt with the proceeds from the Sale. The pro forma consolidated balance sheet as of March 31, 2001 assumes that the Sale and the related reduction of long-term debt occurred as of March 31, 2001. The pro forma consolidated income statements for the year ended December 31, 2000 and the three months ended March 31, 2001 assume that the Sale and the related reduction of long-term debt occurred on January 1, 2000.
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 |
| Pro Forma Consolidated | ||||
Current Assets | $ | 13,602 | $ | 22,609 | (b) | $ | 36,211 |
Investments | 55,454 | (55,454) | (a) | - | |||
Long-term notes receivable | 2,259 | - | 2,259 | ||||
Oil and gas properties, wells and equipment, using the successful efforts method of accounting |
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Other property and equipment | 83,608 | - | 83,608 | ||||
Accumulated depreciation and depletion |
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Net property, plant and equipment | 208,904 | - | 208,904 | ||||
Other assets | 1,835 | - | 1,835 | ||||
Total assets | $ | 282,054 | $ | (32,845) | $ | 249,209 | |
Liabilities and Shareholders' Equity | |||||||
Current Liabilities | $ | 17,299 | $ | 19,105 (3,315) | (c) (b) | $ | 33,089 |
Other liabilities | 5,526 | - | 5,526 | ||||
Deferred income taxes | 33,055 | (18,415) | (a) | 14,640 | |||
Long-term debt, net of current installments |
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Shareholders' equity | 194,674 | 1,280 | (d) | 195,954 | |||
Total liabilities and shareholders' equity |
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F-2 |
Penn Virginia Corporation and Subsidiaries | |||||||
The Company |
| Pro Forma Consolidated | |||||
Revenue | |||||||
Oil sales | $ | 832 | $ | - | $ | 832 | |
Natural gas sales | 46,019 | - | 46,019 | ||||
Royalties - coal | 24,308 | - | 24,308 | ||||
Timber | 2,388 | - | 2,388 | ||||
Dividends | 2,646 | (2,646) | (a) | - | |||
Other income | 5,010 | - | 5,010 | ||||
Total revenues | 81,203 | (2,646) | 78,557 | ||||
Expenses | |||||||
Operating expenses | 7,629 | - | 7,629 | ||||
Exploration and development | 5,660 | - | 5,660 | ||||
Taxes other than income | 3,648 | - | 3,648 | ||||
General and administrative | 11,398 | - | 11,398 | ||||
Depreciation and depletion | 12,027 | - | 12,027 | ||||
Total expenses | 40,362 | - | 40,362 | ||||
Operating income, (loss) | 40,841 | (2,646) | 38,195 | ||||
Interest expense | (7,878) | 7,878 | (b) | - | |||
Interest income and other | 1,472 | - | 1,472 | ||||
Gain on sale of property | 24,795 | - | 24,795 | ||||
Income before taxes | 59,230 | 5,232 | 64,462 | ||||
Income tax expense | 19,965 | 2,479 | (c) | 22,444 | |||
Net income | $ | 39,265 | $ | 2,753 | $ | 42,018 | |
Net income per share, basic | $ | 4.76 | $ | 5.10 | |||
Net income per share, diluted | $ | 4.69 | $ | 5.02 | |||
Weighted average shares outstanding, basic | 8,241 | 8,241 | |||||
Weighted average shares outstanding, diluted | 8,371 | 8,371 | |||||
F-3 |
Penn Virginia Corporation and Subsidiaries | |||||||
The Company |
| Pro Forma Consolidated | |||||
Revenue | |||||||
Oil sales | $ | 82 | $ | - | $ | 82 | |
Natural gas sales | 17,041 | - | 17,041 | ||||
Royalties - coal | 7,333 | - | 7,333 | ||||
Timber | 361 | - | 361 | ||||
Dividends | 198 | (198) | (a) | - | |||
Other income | 2,079 | - | 2,079 | ||||
Total revenues | 27,094 | (198) | 26,896 | ||||
Expenses | |||||||
Operating expenses | 1,779 | - | 1,779 | ||||
Exploration and development | 707 | - | 707 | ||||
Taxes other than income | 1,377 | - | 1,377 | ||||
General and administrative | 3,036 | - | 3,036 | ||||
Depreciation and depletion | 3,287 | - | 3,287 | ||||
Total expenses | 10,186 | - | 10,186 | ||||
Operating income, (loss) | 16,908 | (198) | 16,710 | ||||
Interest expense | (807) | 807 | (b) | - | |||
Interest income and other | 414 | - | 414 | ||||
Income before taxes | 16,515 | 609 | 17,124 | ||||
Income tax expense | 5,805 | 262 | (c) | 6,067 | |||
Net income | $ | 10,710 | $ | 347 | $ | 11,057 | |
Net income per share, basic | $ | 1.25 | $ | 1.29 | |||
Net income per share, diluted | $ | 1.22 | $ | 1.26 | |||
Weighted average shares outstanding, basic | 8,549 | 8,549 | |||||
Weighted average shares outstanding, diluted | 8,755 | 8,755 | |||||
F-4 |
Penn Virginia Corporation |
Notes to Unaudited Pro Forma Consolidated Financial Statements |
(a) | Reflects the reduction to investments, deferred taxes and revenues as a result of the Sale. |
(b) | To reflect the increase in cash and the reduction in long-term debt and related interest expense from the use proceeds from the Sale. |
(c) | To adjust current taxes payable and income tax expense to reflect the Sale and related reduction in long-term debt. |
(d) | To adjust equity to reflect the Sale (including a realized gain on the Sale and a reduction of accumulated other comprehensive income.) |
F-5 |
