Penn Virginia GP Holdings, L.P. Announces Third Quarter 2009 Results

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RADNOR, Pa.--(Business Wire)--
Penn Virginia GP Holdings, L.P. (NYSE: PVG) today reported financial results for
the three months ended September 30, 2009.

Distributable cash, a non-GAAP (generally accepted accounting principles)
measure, was $14.8 million for the three months ended September 30, 2009, the
same as the $14.8 million in the prior year quarter. Adjusted net income, a
non-GAAP measure that excludes the effects of the non-cash change in derivatives
fair value, was $11.4 million, or $0.29 per limited partner unit, as compared to
$5.8 million, or $0.15 per limited partner unit, in the prior year quarter. Net
income was $10.2 million, or $0.26 per limited partner unit, as compared to
$20.3 million, or $0.52 per limited partner unit, in the prior year quarter.

Reconciliations of distributable cash and adjusted net income to GAAP-based
measures appear in the financial tables later in this release.

As previously announced, on November 18, 2009, we will pay to unitholders of
record as of November 6, 2009 a quarterly cash distribution of $0.38 per unit,
or an annualized rate of $1.52 per unit, covering the period of July 1 through
September 30, 2009. The distribution remains unchanged from the distribution
paid with respect to each of the previous four quarters.

We own the general partner, including the incentive distribution rights, and are
the largest limited partner unitholder of Penn Virginia Resource Partners, L.P.
(NYSE: PVR), and we report our financial results on a consolidated basis with
the financial results of PVR. We currently have no separate operating activities
other than those conducted by PVR and derive our cash flow solely from cash
distributions received from PVR.

Financial and operational updates, as well as full-year 2009 guidance for PVR
and its coal and natural resource management and natural gas midstream segments,
are discussed in more detail in PVR`s news release dated November 4, 2009
(please visit PVR`s website, www.pvresource.com, under "For Investors" for a
copy of the release).

Guidance for 2009

See the Guidance Table included in PVR`s November 4, 2009 release for guidance
estimates for full-year 2009.

Conference Call

A joint conference call and webcast, during which management will discuss third
quarter 2009 financial and operational results for PVG and PVR, is scheduled for
Thursday, November 5, 2009 at 1:00 p.m. ET. Prepared remarks by A. James
Dearlove, Chief Executive Officer, will be followed by a question and answer
period. Investors and analysts may participate via phone by dialing
1-866-630-9986 five to ten minutes before the scheduled start of the conference
call and using the passcode 3241667, or via webcast by logging on to our website
at www.pvgpholdings.com at least 20 minutes prior to the scheduled start of the
call to download and install any necessary audio software. A telephonic replay
will be available approximately two hours after the call for two weeks by
dialing toll free 888-203-1112 (international: 719-457-0820) and using the
replay code 3241667. In addition, an on-demand replay of the webcast will also
be available for two weeks at PVG`s or PVR`s websites beginning 24 hours after
the webcast.

Headquartered in Radnor, PA, Penn Virginia GP Holdings, L.P. (NYSE: PVG) is a
publicly traded limited partnership which owns the general partner interest, all
of the incentive distribution rights and an approximate 37 percent limited
partner interest in PVR, a manager of coal and natural resource properties and
related assets and the operator of a midstream natural gas gathering and
processing business.

For more information about us, please visit our website at
www.pvgpholdings.com.For more information about PVR, please visit its website at
www.pvresource.com.

Certain statements contained herein and incorporated herein by reference to the
PVR news release dated November 4, 2009 that are not descriptions of historical
facts are "forward-looking" statements by PVR within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Because such statements include risks,
uncertainties and contingencies, actual results may differ materially from those
expressed or implied by such forward-looking statements. These risks,
uncertainties and contingencies are discussed in more detail in PVR`s news
release dated November 4, 2009 and in our press releases and public periodic
filings with the Securities and Exchange Commission, including our Annual Report
on Form 10-K for the year ended December 31, 2008. Many of the factors that will
determine PVR`s and, therefore, our future results are beyond the ability of
management to control or predict. Readers should not place undue reliance on
forward-looking statements, which reflect management`s views only as of the date
hereof. We undertake no obligation to revise or update any forward-looking
statements, or to make any other forward-looking statements, whether as the
result of new information, future events or otherwise.

PENN VIRGINIA GP HOLDINGS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS - unaudited
(dollars in thousands, except per unit data)

Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 2009 2008
Revenues
Natural gas midstream $ 118,443 $ 241,282 $ 348,882 $ 601,127
Coal royalties 29,821 33,308 90,448 88,911
Coal services 1,869 1,815 5,502 5,518
Other 5,492 8,871 16,971 23,039
Total revenues 155,625 285,276 461,803 718,595

Expenses
Cost of midstream gas purchased 92,355 211,262 285,129 513,778
Coal royalties expense 1,587 2,125 4,380 8,034
Operating 7,443 6,916 22,558 16,519
Taxes other than income 1,005 969 3,208 3,017
General and administrative 8,447 7,618 25,399 22,057
Depreciation, depletion and amortization 17,851 16,903 51,971 41,322
Total expenses 128,688 245,793 392,645 604,727

Operating income 26,937 39,483 69,158 113,868

Other income (expense)
Interest expense (6,505 ) (7,060 ) (18,486 ) (17,366 )
Interest income and other 344 (4,118 ) 1,020 (3,072 )
Derivatives (2,810 ) 15,742 (12,005 ) (6,424 )

Net income 17,966 44,047 39,687 87,006

Net income attributable to noncontrolling interests (7,794 ) (23,783 ) (14,327 ) (43,878 )

Net income attributable to Penn Virginia GP Holdings, L.P. $ 10,172 $ 20,264 $ 25,360 $ 43,128

Net income per limited partner unit, basic and diluted $ 0.26 $ 0.52 $ 0.65 $ 1.10

Weighted average number of units outstanding, basic and diluted (in thousands) 39,075 39,075 39,075 39,075

Other data:
Coal and natural resource management segment:
Coal royalty tons (in thousands) 8,387 8,496 25,874 24,975
Average coal royalties ($ per ton) $ 3.56 $ 3.92 $ 3.50 $ 3.56
Average net coal royalties ($ per ton) - (a) $ 3.37 $ 3.67 $ 3.33 $ 3.24

Natural gas midstream segment:
System throughput volumes (MMcf) 29,811 27,744 93,433 68,915
Gross margin (in thousands) $ 26,088 $ 30,020 $ 63,753 $ 87,349

(a) - The average net coal royalties per ton deducts coal royalties expense, which is incurred primarily in Central Appalachia.

PENN VIRGINIA GP HOLDINGS, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS - unaudited
(in thousands)

September 30, December 31,
2009 2008

Assets
Cash and cash equivalents $ 21,194 $ 18,338
Accounts receivable 60,023 73,267
Derivative assets 7,322 30,431
Other current assets 4,304 4,263
Total current assets 92,843 126,299
Property, plant and equipment, net 909,994 895,119
Other long-term assets 215,937 206,256
Total assets $ 1,218,774 $ 1,227,674

Liabilities and Partners' Capital
Accounts payable and accrued liabilities $ 56,930 $ 71,481
Deferred income 3,043 4,842
Derivative liabilities 10,900 13,585
Total current liabilities 70,873 89,908
Derivative liabilities 4,323 6,915
Other long-term liabilities 23,971 24,228
Long-term debt of PVR 628,100 568,100
Penn Virginia GP Holdings, LP partners' capital 251,729 269,542
Noncontrolling interests in PVR 239,778 268,981
Total liabilities and partners' capital $ 1,218,774 $ 1,227,674

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - unaudited
(in thousands)

Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 2009 2008
Cash flows from operating activities
Net income $ 17,966 $ 44,047 $ 39,687 $ 87,006
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization 17,851 16,903 51,971 41,322
Commodity derivative contracts:
Total derivative losses (gains) 3,668 (14,239 ) 14,234 10,552
Cash receipts (payments) to settle derivatives for period (314 ) (14,054 ) 4,135 (33,279 )
Non-cash interest expense 1,416 1,175 3,149 1,543
Equity earnings, net of distributions (1,386 ) (1,409 ) (2,456 ) (1,415 )
Other 1,202 (896 ) 570 (1,337 )
Changes in operating assets and liabilities 1,892 (10,853 ) 3,540 (11,277 )
Net cash provided by operating activities 42,295 20,674 114,830 93,115

Cash flows from investing activities
Acquisitions, net of cash acquired (27,648 ) (156,791 ) (29,510 ) (253,031 )
Additions to property, plant and equipment (11,523 ) (16,062 ) (43,781 ) (54,902 )
Other 300 982 872 1,657
Net cash used in investing activities (38,871 ) (171,871 ) (72,419 ) (306,276 )

Cash flows from financing activities
Distributions to partners (30,323 ) (28,884 ) (90,297 ) (78,276 )
Proceeds from (repayments of) borrowings, net 31,000 176,600 60,000 146,000
Proceeds from PVR equity issuance - - - 138,015
Other - (3,454 ) (9,258 ) (4,074 )
Net cash provided by (used in) financing activities 677 144,262 (39,555 ) 201,665

Net increase (decrease) in cash and cash equivalents 4,101 (6,935 ) 2,856 (11,496 )
Cash and cash equivalents - beginning of period 17,093 25,942 18,338 30,503
Cash and cash equivalents - end of period $ 21,194 $ 19,007 $ 21,194 $ 19,007

PENN VIRGINIA GP HOLDINGS, L.P.
DISTRIBUTABLE CASH - unaudited
(in thousands, except per unit data)

The following table presents the calculation and reconciliation of distributable cash of PVG with respect to the three and nine months ended September 30, 2009 and 2008:

Three Months Ended Nine Months Ended
September 30, September 30,
Distributable cash: 2009 (a) 2008 2009 (a) 2008
Cash distributions received from PVR associated with:
2% general partner interest $ 497 $ 497 $ 1,491 $ 1,405
General partner incentive distribution rights 6,035 6,035 18,105 16,031
PVR common units 9,206 9,206 27,618 27,032
Total cash received from PVR 15,738 15,738 47,214 44,468

Deduct: Net expenses of PVG on a stand-alone basis (b) (858 ) (457 ) (1,927 ) (1,557 )
Cash reserve for working capital (32 ) (433 ) (743 ) (711 )

Distributable cash (c) $ 14,848 $ 14,848 $ 44,544 $ 42,200

Cash distributions paid to partners of PVG
To Penn Virginia Corporation $ 11,429 $ 11,429 $ 34,287 $ 33,166
To public unitholders 3,419 3,419 10,257 9,034

Total cash distributions paid $ 14,848 $ 14,848 $ 44,544 $ 42,200

Distribution per limited partner unit (paid in subsequent period) $ 0.38 $ 0.38 $ 1.14 $ 1.08

Weighted-average units outstanding, basic and diluted 39,075 39,075 39,075 39,075

(a) The three and nine months ended September 30, 2009 columns represent cash distributions expected to be received from PVR and cash distributions expected to be paid to
unitholders of PVG in November 2009.

(b) Estimated net expenses of PVG, which represent general and administrative expenses, partially offset by interest income.

(c) Distributable cash represents cash distributions received from PVR, minus our net expenses, minus a cash reserve for working capital. Distributable cash is a significant
liquidity metric which is an indicator of our ability to sustain or support an increase in quarterly cash distributions paid to our limited partners. Distributable cash
is also the quantitative standard used by investors and professional research analysts in the valuation, comparison, rating and investment recommendations of publicly
traded partnerships. Distributable cash is presented because we believe it is a useful adjunct to net cash provided by operating activities under GAAP. Distributable cash
is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating, investing or financing activities, as an
indicator of cash flows, as a measure of liquidity or as an alternative to net income.

CERTAIN NON-GAAP FINANCIAL MEASURES - unaudited
(in thousands, except per unit data)

Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 2009 2008
Reconciliation of GAAP "Net income attributable to PVG" to Non-GAAP "Net income attributable to PVG, as adjusted"
Net income attributable to PVG $ 10,172 $ 20,264 $ 25,360 $ 43,128
Adjustments for derivatives:
Derivative losses included in operating income - 1,503 - 4,128
Derivative losses (gains) included in other income 3,668 (15,742 ) 14,234 6,424
Cash receipts (payments) to settle derivatives for period (314 ) (14,054 ) 4,135 (33,279 )
Impact of adjustments on noncontrolling interests (d) (2,115 ) 13,864 (6,631 ) 11,260
Net income attributable to PVG, as adjusted (e) $ 11,411 $ 5,835 $ 37,098 $ 31,661

Net income attributable to PVG, as adjusted, per limited partner unit, basic and diluted $ 0.29 $ 0.15 $ 0.95 $ 0.81

(d) Noncontrolling interests for the quarters ended September 30, 2009 and 2008 has been adjusted for the effect of incentive distribution rights and reflects the noncontrolling interests percentage of net income recognized for the three and nine months ended September 30, 2009 and 2008.

(e) Net income attributable to PVG, as adjusted, represents net income attributable to PVG adjusted to exclude the effects of non-cash changes in the fair value of derivatives and adjusted for related noncontrolling interests. We believe this presentation is commonly used by investors and professional research analysts in the valuation, comparison, rating and investment recommendations of companies in the natural gas midstream industry. We use this
information for comparative purposes within the industry. Net income attributable to PVG, as adjusted, is not a measure of financial performance under GAAP and should not be considered as a measure of liquidity or as an alternative to net income.

PENN VIRGINIA GP HOLDINGS, L.P.
QUARTERLY SEGMENT INFORMATION - unaudited
(in thousands)

Coal and
Natural
Resource Natural Gas
Management Midstream Other Consolidated
Three Months Ended September 30, 2009

Revenues
Natural gas midstream $ - $ 118,443 $ - $ 118,443
Coal royalties 29,821 - - 29,821
Coal services 1,869 - - 1,869
Timber 1,582 - - 1,582
Oil and gas royalties 535 - - 535
Other 1,372 2,003 - 3,375
Total revenues 35,179 120,446 - 155,625
Expenses
Cost of midstream gas purchased - 92,355 - 92,355
Coal royalties expense 1,587 - - 1,587
Other operating 559 6,884 - 7,443
Taxes other than income 421 584 - 1,005
General and administrative 3,388 4,180 879 8,447
Depreciation, depletion and amortization 7,999 9,852 - 17,851
Total expenses 13,954 113,855 879 128,688

Operating income (loss) $ 21,225 $ 6,591 $ (879 ) $ 26,937

Additions to property and equipment and acquisitions $ 140 $ 39,031 $ - $ 39,171

Coal and
Natural
Resource Natural Gas
Management Midstream Other Consolidated
Three Months Ended September 30, 2008

Revenues
Natural gas midstream $ - $ 241,282 $ - $ 241,282
Coal royalties 33,308 - - 33,308
Coal services 1,815 - - 1,815
Timber 1,911 - - 1,911
Oil and gas royalties 1,940 - - 1,940
Other 2,686 2,334 - 5,020
Total revenues 41,660 243,616 - 285,276
Expenses
Cost of midstream gas purchased - 211,262 - 211,262
Coal royalties expense 2,125 - - 2,125
Other operating 752 6,164 - 6,916
Taxes other than income 373 596 - 969
General and administrative 3,321 3,757 540 7,618
Depreciation, depletion and amortization 8,794 8,109 - 16,903
Total expenses 15,365 229,888 540 245,793

Operating income (loss) $ 26,295 $ 13,728 $ (540 ) $ 39,483

Additions to property and equipment and acquisitions $ 497 $ 172,356 $ - $ 172,853

PENN VIRGINIA GP HOLDINGS, L.P.
YEAR-TO-DATE SEGMENT INFORMATION - unaudited
(in thousands)

Coal and
Natural
Resource Natural Gas
Management Midstream Other Consolidated
Nine Months Ended September 30, 2009

Revenues
Natural gas midstream $ - $ 348,882 $ - $ 348,882
Coal royalties 90,448 - - 90,448
Coal services 5,502 - - 5,502
Timber 4,355 - - 4,355
Oil and gas royalties 1,783 - - 1,783
Other 6,487 4,346 - 10,833
Total revenues 108,575 353,228 - 461,803
Expenses
Cost of midstream gas purchased - 285,129 - 285,129
Coal royalties expense 4,380 - - 4,380
Other operating 2,200 20,358 - 22,558
Taxes other than income 1,146 2,062 - 3,208
General and administrative 10,760 12,661 1,978 25,399
Depreciation, depletion and amortization 23,557 28,414 - 51,971
Total expenses 42,043 348,624 1,978 392,645

Operating income (loss) $ 66,532 $ 4,604 $ (1,978 ) $ 69,158

Additions to property and equipment and acquisitions $ 2,046 $ 71,245 $ - $ 73,291

Coal and
Natural
Resource Natural Gas
Management Midstream Other Consolidated
Nine Months Ended September 30, 2008

Revenues
Natural gas midstream $ - $ 601,127 $ - $ 601,127
Coal royalties 88,911 - - 88,911
Coal services 5,518 - - 5,518
Timber 5,328 - - 5,328
Oil and gas royalties 4,730 - - 4,730
Other 6,523 6,458 - 12,981
Total revenues 111,010 607,585 - 718,595
Expenses
Cost of midstream gas purchased - 513,778 - 513,778
Coal royalties expense 8,034 - - 8,034
Other operating 1,488 15,031 - 16,519
Taxes other than income 1,115 1,902 - 3,017
General and administrative 9,780 10,559 1,718 22,057
Depreciation, depletion and amortization 22,733 18,589 - 41,322
Total expenses 43,150 559,859 1,718 604,727

Operating income (loss) $ 67,860 $ 47,726 $ (1,718 ) $ 113,868

Additions to property and equipment and acquisitions $ 25,186 $ 282,747 $ - $ 307,933

Penn Virginia GP Holdings, L.P.
James W. Dean
Vice President, Investor Relations
610-687-8900
Fax: 610-687-3688
invest@pennvirginia.com

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