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1





PENN VIRGINIA RESOURCE PARTNERS, L.P.
INDEX


 



UNITED STATES
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 quarterly period ended September 30, 2004


 


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 1-16735


 

colSpan=5>

PENN VIRGINIA RESOURCE PARTNERS, L.P.


(Exact Name of Registrant as Specified in Its
Charter


 


Virginia


23-3087517


(State or Other Jurisdiction of


(I.R.S. Employer Identification No.)


Incorporation of Organization)


 


 


 

colSpan=5>

THREE RADNOR CORPORATE CENTER, SUITE 230
100
MATSONFORD ROAD SUITE 200
RADNOR, PA 19087


(Address of Principal Executive Offices)


(Zip Code)


 


 

colSpan=5>

(610) 687-8900


(Registrant's Telephone Number, Including Area
Code)


 

colSpan=5>

 


(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.


 


align=left>                                                                                            
Yes            
X       
    
No____________


 


Indicate by a check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).


                                                                                              Yes
          
X        
    
No                         


 


As of November 1, 2004, 10,424,681 common and 7,649,880 subordinated
limited partner units were outstanding.































































 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


2
 




PART I.  Financial Information

Item 1.
Financial Statements


PENN VIRGINIA RESOURCE PARTNERS, L.P.

CONSOLIDATED
STATEMENTS OF INCOME - unaudited
(in thousands, except per share
data)


 



PART I.   Financial Information


PAGE


 


 


Item 1. Financial Statements


 


 


 



Consolidated Statements of Income
Consolidated Statements of Income for the Three and Nine Months ended
September 30, 2004 and 2003



3


 


 



Consolidated Balance Sheets
Consolidated Balance Sheets as of
September 30, 2004, and December
31, 2003



4


 


 



Consolidated Statements of Cash Flow
Consolidated Statements of Cash Flows for the Three and Nine Months
ended September 30, 2004 and 2003



5


 


 



Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements


6


 


 


Item 2.Item 2. Management's Discussion and Analysis of Financial
Condition
and Results of Operations



10


 


 


Item 3.Item 3. Quantitative and Qualitative Disclosures about Market
Risk


20


 


 


Item 4.Item 4. Controls and Procedures


21


 


 


PART II.   Other Information 


Item 6.Item 6. Exhibits and Reports on Form 8-K


 


22


 


 





















































































































































































































































































































































































 


The accompanying notes are an integral part of these consolidated financial
statements.



3





PENN VIRGINIA RESOURCE PARTNERS, L.P.
 CONSOLIDATED
BALANCE SHEETS
(in thousands)


                                                                                                                                                                     




 


Three Months


 


Nine Months


 


Ended September 30,


 


Ended September 30,


 


2004


 


2003


 


2004


 


2003


Revenues


 


 


 


 


 


 


 


     Coal
royalties


  $   18,018 


 


$      11,960 


 


$       52,395 


 


$       35,658 


     Coal
services


     888 


 


484 


 


align=right>       2,614 


 


     1,523 


size=3>     Timber


       204 


 


80 


 


align=right>          499 


 


align=right>       829 


     Minimum
rentals


align=left>               


 


220 


 


align=right>              5 


 


    1,035 


     Equity
earnings


align=left>           
165


 


align=left>                


 


align=left>             
165 


 


align=left>            
     - 


size=3>     Other


style="BORDER-BOTTOM: #000000 1px solid">           
117 

 


style="BORDER-BOTTOM: #000000 1px solid">              
68

 


style="BORDER-BOTTOM: #000000 1px solid">             
414

 


style="BORDER-BOTTOM: #000000 1px solid">          
   289 

size=3>          Total
revenues


style="BORDER-BOTTOM: #000000 1px solid">      
19,397 

 


style="BORDER-BOTTOM: #000000 1px solid">       
12,812 

 


style="BORDER-BOTTOM: #000000 1px solid">     
   56,092 

 


style="BORDER-BOTTOM: #000000 1px solid">       
 39,334 

 


 


 


 


 


 


 


 


Expenses


 


 


 


 


 


 


 


size=3>     Royalties


1,496 


 


533 


 


align=right>       4,907 


 


     1,263 


size=3>     Operating


281 


 


220 


 


align=right>          667 


 


     1,225 


     Taxes other than
income


239 


 


389 


 


align=right>          753 


 


align=right>        978 


     General and
administrative


2,077 


 


1,661 


 


align=right>       6,036 


 


     5,199 


     Depreciation,
depletion and amortization


style="BORDER-BOTTOM: #000000 1px solid">        
4,764 

 


style="BORDER-BOTTOM: #000000 1px solid">         
3,659 

 


style="BORDER-BOTTOM: #000000 1px solid">        
14,385

 


style="BORDER-BOTTOM: #000000 1px solid">        
12,027 

size=3>          Total
operating costs and expenses


style="BORDER-BOTTOM: #000000 1px solid">        
8,857 

 


style="BORDER-BOTTOM: #000000 1px solid">         
6,462 

 


style="BORDER-BOTTOM: #000000 1px solid">        
26,748

 


style="BORDER-BOTTOM: #000000 1px solid">        
20,692 

 


 


 


 


 


 


 


 


Operating income


10,540 


 


6,350 


 


     29,344 


 


   18,642 


 


 


 


 


 


 


 


 


Other income (expense)


 


 


 


 


 


 


 


     Interest
expense


(1,658)


 


(1,380)


 


         (4,390)


 


(3,536)


     Interest
income


style="BORDER-BOTTOM: #000000 1px solid">           
265

 


style="BORDER-BOTTOM: #000000 1px solid">            
299 

 


style="BORDER-BOTTOM: #000000 1px solid">            
789

 


style="BORDER-BOTTOM: #000000 1px solid">           
  943 

 


 


 


 


 


 


 


 


Income before cumulative effect of change in accounting
principle


         9,147 


 


5,269 


 


        
25,743 


 


         16,049 


     Cumulative effect
of change in accounting principle


style="BORDER-BOTTOM: #000000 1px solid">      
       - 

 


style="BORDER-BOTTOM: #000000 1px solid">      
          - 

 


style="BORDER-BOTTOM: #000000 1px solid">              
   - 

 


style="BORDER-BOTTOM: #000000 1px solid">     
      (107)

Net income



     9,147 

 


style="BORDER-BOTTOM: #000000 2px solid">$       
5,269 

 


$
      25,743 

 


style="BORDER-BOTTOM: #000000 2px solid">$      
15,942 

 


 


 


 


 


 


 


 


General partner's interest in net
income


style="BORDER-BOTTOM: #000000 2px solid">$      
  183 

 


style="BORDER-BOTTOM: #000000 2px solid">$         
 105 

 


style="BORDER-BOTTOM: #000000 2px solid">$        
   515 

 


style="BORDER-BOTTOM: #000000 2px solid">$       
    319 

Limited partner's interest in net
income


style="BORDER-BOTTOM: #000000 2px solid">$     
8,964 

 


$    
   5,164 

 


style="BORDER-BOTTOM: #000000 2px solid">$      
25,228 

 


style="BORDER-BOTTOM: #000000 2px solid">$      
15,623 

 


 


 


 


 


 


 


 


Basic and diluted net income per limited
partner unit, common and


 


 


 


 


 


 


 


subordinated:


 


 


 


 


 


 


 


     Income before
cumulative effect of change in  accounting principle


$     
  0.50 


 


$     
    0.29 


 


$         
 1.40 


 


$        
 0.88 


     Cumulative effect of
change in accounting principle


style="BORDER-BOTTOM: #000000 1px solid">              - 

 


style="BORDER-BOTTOM: #000000 1px solid">            
    - 

 


style="BORDER-BOTTOM: #000000 1px solid">             
    - 

 


style="BORDER-BOTTOM: #000000 1px solid">     
     (0.01)

      Net income per
limited partner unit


style="BORDER-BOTTOM: #000000 2px solid">$       0.50 

 


style="BORDER-BOTTOM: #000000 2px solid">$        
 0.29 

 


style="BORDER-BOTTOM: 2px solid">$      
    1.40 

 


style="BORDER-BOTTOM: #000000 2px solid">$         
0.87 

 


 


 


 


 


 


 


 


Weighted average units
outstanding:


 


 


 


 


 


 


 


     Common


     10,425 


 


     10,373 


 


     10,419 


 


  10,264 


    
Subordinated


       7,650 


 


align=right>       7,650 


 


align=right>       7,650 


 


align=right>     7,650 



























































































































































































































  


The accompanying notes are an integral part of these
consolidated financial statements.


 


4





PENN VIRGINIA RESOURCE PARTNERS, L.P.
 CONSOLIDATED
STATEMENTS OF CASH FLOWS - Unaudited
(in thousands)


 




 

 

September 30,

 

December 31,

ASSETS


 

2004


 

2003


Current assets:


 

(unaudited)


 

 


     Cash and cash equivalents


 

align=right>$          15,764 


 

align=right>$          9,066 


     Accounts receivable


 

align=right>              8,823 


 

align=left>                6,909 


     Other


 

style="BORDER-BOTTOM: #000000 1px solid">                
849

 

style="BORDER-BOTTOM: #000000 1px solid">                  
767

        Total current assets


 

           
25,436


 

             
16,742


 

 

 

 

 

 

 

 

 

 

Property and equipment

 

          271,932

 

            269,966

     Less:  Accumulated depreciation,
depletion and amortization


 

          
(46,128)


 

            
(31,820)


          Total property and
equipment

 

          225,804

 

            238,146

 

 

 

 

 

Equity investments


 

align=right>           28,607 


 

align=right>                     - 


Debt issuance costs


 

align=right>             1,687 


 

align=right>              2,065 


Prepaid minimums, net and other

 

               
2,412

 

                
2,939

 


 

 


 

 


          Total assets

 

$         283,946

 

$           259,892

 


 

 


 

 


LIABILITIES AND PARTNERS' CAPITAL


 

 


 

 


Current liabilities:


 

 


 

 


       Accounts payable


 

align=right>$               671 


 

align=right>$               965 


       Accrued liabilities


 

align=right>              1,453 


 

align=right>              2,910 


       Current portion of long-term
debt


 

align=right>              4,800 


 

align=right>              1,500 


       Deferred income


 

style="BORDER-BOTTOM: #000000 1px solid">               
1000

 

style="BORDER-BOTTOM: #000000 1px solid">                
1,610

           Total
current liabilities


 

style="BORDER-BOTTOM: #000000 1px solid">               
7,924

 

style="BORDER-BOTTOM: #000000 1px solid">                
6,985

 


 

 


 

 


Deferred income


 

align=right>              8,901 


 

align=right>              6,028 


Other liabilities


 

align=right>              2,654 


 

align=right>              2,793 


Long-term debt


 

align=right>          113,093 


 

align=right>            90,286 


 


 

 


 

 


Commitments and contingencies


 

 


 

 


 


 

 


 

 


Partners' capital


 

style="BORDER-BOTTOM: #000000 1px solid">           
151,374

 


             153,800


 


 

 


 

 


     Total liabilities and partners'
capital


 

style="BORDER-BOTTOM: #000000 2px solid">$       
  283,946

 

style="BORDER-BOTTOM: #000000 2px solid">$           
259,892










































































































































































































































































































































































 


The accompanying notes are an integral part of these consolidated financial
statements.


 


5





PENN VIRGINIA RESOURCE PARTNERS, L.P.


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS - Unaudited

September 30, 2004


 1.  ORGANIZATION


    Penn Virginia Resource Partners, L.P. (the
"Partnership", "we", "our" or "us"), through our wholly owned subsidiary, Penn
Virginia Operating Co., LLC, is engaged principally in the coal land management
business.  The Partnership does not operate any mines.  Instead, we
enter into leases with various third-party operators which give those operators
the right to mine coal reserves on our land in exchange for royalty
payments.   We also provide fee-based infrastructure facilities to
some of our lessees and third parties to generate coal services revenues. These
facilities include coal loading facilities, preparation plants and, most
recently, coal handling facilities located at end-user industrial plants (See
Note 3).  We also sell timber growing on our land. 


    The general partner of the Partnership is Penn
Virginia Resource GP, LLC, a wholly owned subsidiary of Penn Virginia
Corporation ("Penn Virginia").


2.   BASIS OF PRESENTATION


     The accompanying unaudited
consolidated and combined financial statements include the accounts of Penn
Virginia Resource Partners, L.P. and all wholly-owned subsidiaries.  The
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
reporting and Securities and Exchange Commission ("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 our consolidated financial
statements and footnotes included in our Annual Report on Form 10-K for the year
ended December 31, 2003.  Accounting polices are consistent with those
described in our Annual Report on Form 10-K for the year ended December 31,
2003, except as discussed below.  Please refer to such Form 10-K for a
further discussion of those policies.  Operating results for the nine
months ended September 30, 2004, are not necessarily indicative of the results
that may be expected for the year ended December 31, 2004.  Certain
reclassifications have been made to conform to the current period's
presentation.


3.  COAL HANDLING JOINT VENTURE


     Effective July 1, 2004, we acquired
from affiliates of Massey Energy Company a 50 percent interest in a joint
venture formed to own and operate end-user coal handling facilities.  
The purchase price was $28.4 million and was funded through our credit
facility.  We account for our investment in the joint venture under the
equity method. Equity earnings of $0.2 million from the joint venture were
classified as equity earnings on the consolidated statements of income for the
three and nine months ended September 30, 2004.


4.  ASSET RETIREMENT OBLIGATION


     Effective January 1, 2003, we
adopted Statement of Financial Accounting Standards ("SFAS") No. 143,
Accounting for Asset Retirement Obligations, which addresses financial
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs.  The
Standard applies to legal obligations associated with the retirement of
long-lived assets that result from the acquisition, construction, development or
normal use of such assets.


     The fair value of a liability for an
asset retirement obligation is recognized in the period in which it is incurred
if a reasonable estimate of fair value can be made.  The fair value of the
liability is also added to the carrying amount of the associated asset and is
depreciated over the life of the asset.  The liability is accreted through
charges to accretion expense, which are recorded as additional depreciation,
depletion and amortization.  If the obligation is settled for other than
the carrying amount of the liability, a gain or loss on settlement will be
recognized.


     Below is a reconciliation of the
beginning and ending aggregate carrying amount of our asset retirement
obligations as of September 30, 2004 (in thousands).




 


 


Three Months
Ended September 30,


 


Nine Months
Ended September 30,


 


 


 


 


 


2004


 


2003


 


2004


 


2003


 


 


 


 


 


 


 


 


 


Cash flows from operating activities


 


 


 


 


 


 


 


 


Net income


 


align=right>$      9,147 


 


align=right>$       5,269 


 


$     25,743 


 


$   15,942 


Adjustments to reconcile net income to
     net
cash provided by operating activities:


 


 


 


 


 


 


 


 


       Depreciation, depletion and
amortization


 


align=right>        4,764 


 


align=right>         3,659 


 


align=right>       14,385 


 


     12,027 


       Gain on sale of property and
equipment


 


align=right>            (10)


 


align=right>                - 


 


align=right>            (37)


 


align=right>            (5)


       Noncash interest expense


 


align=right>           126 


 


align=right>            121 


 


align=right>           378 


 


align=right>          395 


       Equity earnings


 


align=right>          (165)


 


align=right>                - 


 


      (165)


 


align=right>              - 


       Cumulative effect of change in
accounting principle


 


align=right>               - 


 


align=right>                - 


 


align=right>                - 


 


align=right>          107 


       Changes in operating assets and
liabilities


 


       (1,272)


 


align=right>          (329)


 


style="BORDER-BOTTOM: 1px solid">                             
(1,581)

 


style="BORDER-BOTTOM: #000000 1px solid">           
(377)

           Net
cash provided by operating activities

bgColor=#99CCFF>

 

bgColor=#99CCFF>
style="BORDER-BOTTOM: #000000 1px solid">          
12,590
bgColor=#99CCFF>  bgColor=#99CCFF>
style="BORDER-BOTTOM: #000000 1px solid">            
8,720

 


style="BORDER-BOTTOM: #000000 1px solid">                            
38,723

 


style="BORDER-BOTTOM: #000000 1px solid">       
28,089

 


 


 


 


 


 


 


 


 


Cash flows from investing activities


 


 


 


 


 


 


 


 


Payments received on long-term notes


 


align=right>           200 


 


align=right>            136 


 


align=right>            548 


 


align=right>          381 


Proceeds from sale of property and equipment


 


align=right>             10 


 


align=right>                - 


 


align=right>              37 


 


align=right>            50 


Equity investments


 


     (28,442)


 


align=right>                - 


 


     (28,442)


 


align=right>              - 


Capital expenditures


 


align=right>            (72)


 


style="BORDER-BOTTOM: #000000 1px solid">           
(1,991)

 


style="BORDER-BOTTOM: #000000 1px solid">                                
(939)

 


      
  (3,437)


          Net cash used
in investing activities


 


style="BORDER-BOTTOM: #000000 1px solid">         
(28,304)

 


style="BORDER-BOTTOM: 1px solid">           
(1,855)

 


style="BORDER-BOTTOM: #000000 1px solid">                           
(28,796)

 


style="BORDER-BOTTOM: #000000 1px solid">        
(3,006)
                 

Cash flows from financing activities


 


 


 


 


 


 


 


 


Payments for debt issuance costs


 


align=right>                - 


 


align=right>                - 


 


align=right>                - 


 


     (1,419)


Proceeds from borrowings


 


align=right>       28,500 


 


align=right>                - 


 


align=right>       28,500 


 


     90,000 


Repayments of borrowings


 


(1,500)


 


align=right>                - 


 


       (2,500)


 


(88,387)


Proceeds from issuance of partners' capital


 


align=right>                - 


 


align=right>              23 


 


align=right>                - 


 


align=right>          301 


Distributions to partners


 


style="BORDER-BOTTOM: #000000 1px solid">           
(9,960)

 


style="BORDER-BOTTOM: #000000 1px solid">           
(9,561)

 


style="BORDER-BOTTOM: #000000 1px solid">                           
(29,229)

 


style="BORDER-BOTTOM: #000000 1px solid">      
(27,145)

Net cash provided by (used in) financing activities


 


 


style="BORDER-BOTTOM: #000000 1px solid">           
17,040

 


style="BORDER-BOTTOM: #000000 1px solid">           
(9,538)

 


style="BORDER-BOTTOM: #000000 1px solid">                             
(3,229)

 


style="BORDER-BOTTOM: #000000 1px solid">      
(26,650)

Net increase (decrease) in cash and cash equivalents


 


align=right>        1,326 


 


       (2,673)


 


align=right>         6,698 


 


     (1,567)


Cash and cash equivalents - beginning of period


 


style="BORDER-BOTTOM: #000000 1px solid">           
14,438
width=4>  width=95>           
10,726

 


style="BORDER-BOTTOM: #000000 1px solid">                               
9,066

 


align=right>       9,620 


Cash and cash equivalents - end of period

vAlign=top align=left width=4 bgColor=#99CCFF>

 

vAlign=top align=left width=95 bgColor=#99CCFF>

$    15,764 


 


style="BORDER-BOTTOM: #000000 2px solid">$           
8,053
vAlign=top width=5 bgColor=#99CCFF>

 

vAlign=top width=168
bgColor=#99CCFF>$                           
15,764

 


style="BORDER-BOTTOM: #000000 2px solid">$        
8,053

 


 


 


 


 


 


 


 


 


Supplemental disclosures of cash flow information


 


 


 


 


 


 


 


 


     Cash paid for interest


 


$      2,918 


 


align=right>$       2,568 


 


align=right>$       5,622 


 


$     3,195 


Noncash investing and financing activities


 


 


 


 


 


 


 


 


     Issuance of partners' capital for
acquisition


 


align=right>$              - 


 


align=right>$              - 


 


align=right>$       1,060 


 


align=right>$     4,969 















6





5.  HEDGING ACTIVITIES


     In connection with our senior
unsecured notes, we entered into an interest rate swap agreement with a notional
amount of $29.5 million to hedge a portion of the fair value of those notes
which mature over a ten-year period.  This swap was designated as a fair
value hedge and has been reflected as a decrease of long-term debt of
approximately $0.6 million as of September 30, 2004, with a corresponding
increase in other liabilities.  Under the terms of the interest rate swap
agreement, the counterparty pays us a fixed annual rate of 5.77 percent on a
total notional amount of $29.5 million, and we pay the counterparty a variable
rate equal to the floating interest rate which is based on the six month London
Interbank Offering Rate plus 2.36 percent.


6.  LONG-TERM DEBT


     At September 30, 2004, and December 31,
2003, long-term debt consisted of the following (in thousands):





Balance , January 1, 2004


$               666 


Accretion expense


style="BORDER-BOTTOM: #000000 1px solid">                   43 

Balance, September 30, 2004


style="BORDER-BOTTOM: #000000 2px solid">$               709 













































 


          
*  Includes negative fair value adjustments of $0.6 million as of September
30, 2004, and $0.7 million as
of                                

              
December 31, 2003, related to interest rate swap designated as a fair value
hedge.


7.  COMMITMENTS AND CONTINGENCIES


 Legal


    We are involved, from time to time, in various
legal proceedings arising in the ordinary course of business. While the ultimate
results of these proceedings cannot be predicted with certainty, management
believes these claims will not have a material effect on our financial position,
liquidity or operations.


Environmental Compliance


    The operations of our lessees are subject to
environmental laws and regulations adopted by various governmental authorities
in the jurisdictions in which these operations are conducted. The terms of our
coal property leases impose liability for all environmental and reclamation
liabilities arising under those laws and regulations on the relevant lessees.
The lessees are bonded and have indemnified us against any and all future
environmental liabilities. We regularly visit coal properties under lease to
monitor lessee compliance with environmental laws and regulations and to review
mine activities. Management believes that our lessees will be able to comply
with existing regulations and does not expect any material impact on our
financial condition or results of operations.


    As of September 30, 2004, we had certain
reclamation bonding requirements with respect to certain of our unleased and
inactive properties.  As of September 30, 2004, our environmental
liabilities totaled $1.5 million, which represents our best estimate of these
liabilities as of that date.  Given the uncertainty of when the reclamation
area will meet regulatory standards, a change in this estimate could occur in
the future.


  size=3>Mine Health and Safety Laws

    There are numerous mine health and safety laws
and regulations applicable to the coal mining industry.  However, since we
do not operate any mines and do not employ any coal miners, we are not subject
to such laws and regulations.  Accordingly, no related liabilities are
accrued.


8.   NET INCOME PER UNIT


  
Basic and diluted net income per unit is determined by dividing net income,
after deducting the general partner's two percent interest, by the weighted
average number of outstanding common units and subordinated units.  At
September 30, 2004, there were no dilutive units
outstanding.




                                                                                                                                                   
7





9.   RELATED PARTY
TRANSACTION

    Penn Virginia charges us for certain corporate
administrative expenses, which are allocable to its subsidiaries. When
allocating general corporate expenses, consideration is given to property and
equipment, payroll and general corporate overhead. Any direct costs are paid by
the Partnership. Total corporate administrative expenses charged to the
Partnership totaled $0.4 million and $0.2 million for the three months ended
September 30, 2004 and 2003, respectively, and $1.1 and $0.8 million for the
nine months ended September 30, 2004 and 2003, respectively.  These costs
are reflected in general and administrative expenses in the accompanying
consolidated statements of income. Management believes the allocation
methodologies used are reasonable.


10.   DISTRIBUTIONS


     We make quarterly cash
distributions of our available cash, generally defined as consolidated cash
receipts less consolidated cash disbursements and cash reserves established by
the general partner at its sole discretion.  According to the Partnership
Agreement, the general partner receives incremental incentive cash distributions
if cash distributions exceed certain target thresholds as follows:


align=left>                                                                                                                                                                        &nbs
p; General
Quarterly cash distribution per
unit:                                                                                     
Unitholders              
Partner        
 
     First target - up to $0.55 per
unit                                                                                       
98%            
        
2%
       Second target - above $0.55 per unit
up to $0.65 per
unit                                                  
85%                   
15%
       Third target - above $0.65 per unit
up to $0.75 per
unit                                                      
75%                    25%
 
     Thereafter - above $0.75 per
unit      
                                                                                
50%                   
50%


 


     To date, we have not paid any
incentive cash distributions to the general partner. The following table
reflects the allocation of total cash distributions paid during the nine months
ended September 30, 2004 (in thousands, except per unit information):


     Limited partner
units                                                                                                                        
$     28,644
     General
partner ownership
interest                                                                                                   
           
585
           Total
cash
distributions                                                                                                              
$     29,229       


        Total cash distributions paid
per
unit                                                                                             
$         1.58


     In July 2004, the Partnership
announced a $0.02 per unit increase in its quarterly distribution to $0.54 for
the three months ended June 30, 2004, or $2.16 per unit on an annualized
basis.  The distribution was paid on August 13, 2004, to unitholders of
record on August 4, 2004.  As a result, the quarterly distribution to
partners increased by approximately $0.4 million in the third quarter of 2004.
This increase is expected to continue in future quarters as approved by the
board of directors of the general partner.  In October 2004, we announced a
$0.54 per unit quarterly distribution to be paid on November 12, 2004, to
unitholders of record on November 3, 2004.


11.   SEGMENT INFORMATION


    Segment information has been prepared in
accordance with SFAS No. 131, Disclosure about Segments of an Enterprise and
Related Information.
   Under SFAS No. 131, operating segments are
defined as components of an enterprise about which separate financial
information is available and is evaluated regularly by the chief operating
decision maker, or decision-making group, in assessing performance.  Our
chief operating decision-making group consists of the Chief Executive Officer
and other senior officials.  This group routinely reviews and makes
operating and resource allocation decisions among our coal royalty operations,
coal services operations, and timber operations.  Accordingly, our
reportable segments are as follows:


Coal Royalty


    The coal royalty segment includes management of
our coal located in the Appalachian region of the United States and New
Mexico.


Coal Services


    Our coal services segment consists primarily of
fee-based infrastructure facilities leased to certain lessees to generate
additional coal services revenues.  In July 2004, we entered into a joint
venture with affiliates of Massey Energy Company and expanded our coal services
business to provide coal handling facilities to end-user industrial
plants.



                                                                                                                    
8





Timber


 Our timber segment consists of the selling of
standing timber on our properties.


The following is a summary of certain financial information relating to the
Partnership's segments:


     




 



September 30,
2004


 


December 31,
2004


 


 


 


(Unaudited)


 


 


 


 


 


 


Senior unsecured notes*


align=left>$                        
87,893 


 


align=left>$                      
89,286 


Revolving credit facility


style="BORDER-BOTTOM: #000000 1px solid">                          
30,000

 


style="BORDER-BOTTOM: #000000 1px solid">                          
2,500

 


align=right>             
117,893 


 


align=right>            
   91,786 


Less:  Current maturities


style="BORDER-BOTTOM: #000000 1px solid">                           
(4,800)

 


style="BORDER-BOTTOM: #000000 1px solid">                         
(1,500)

 



$                      
113,093


 


style="BORDER-BOTTOM: #000000 3px double">$                       
90,286














































































































 


 




 


Coal Royalty


Coal Services


Timber


Consolidated


 


(in thousands)


For the Three Months Ended September 30, 2004:


 


Revenues


align=right>$       18,140 


align=right>$           1,053 


$    204 


align=right>$         19,397 


Operating costs and expenses


align=right>           3,751 


align=right>              137 


      205 


align=right>             4,093 


Depreciation, depletion and amortization

bgColor=#99CCFF>
align=right>           4,173 

bgColor=#99CCFF>
align=right>              585 

bgColor=#99CCFF>
align=right>          6 

bgColor=#99CCFF>
align=right>             4,764 


Operating income (loss)

width=120> align=right>$       10,216 

width=128> align=right>$              331 

width=71> align=right>$       (7)


align=right>$         10,540 


Interest expense, net


 


 


 


style="BORDER-BOTTOM: #000000 1px solid">                
(1.393)

Net income


 


 


 


style="BORDER-BOTTOM: #000000 2px solid">      $          
9,147

Total assets

bgColor=#99CCFF>

$     240,563 

bgColor=#99CCFF>
align=right>$         43,026 

bgColor=#99CCFF>

$    357 

bgColor=#99CCFF>
align=right>$       283,946 


 


 


 


 


 


For the Three Months Ended September 30, 2003:


 


 


 


 


Revenues


align=right>$       12,248 


align=right>$              484 


$      80 


align=right>$         12,812 


Operating costs and expenses


align=right>           2,098 


align=right>              549 


      156 


align=right>             2,803 


Depreciation, depletion and amortization

width=120> align=right>           3,287 

width=128> align=right>              371 

width=71> align=right>          1 

width=115> align=right>             3,659 


Operating income (loss)

bgColor=#99CCFF>


       6,863 

bgColor=#99CCFF>
align=right>$             (436)

bgColor=#99CCFF>

$     (77)


align=right>$           6,350 


Interest expense, net


 


 


 


style="BORDER-BOTTOM: #000000 1px solid">                
(1,081)

Net income


 


 


 


style="BORDER-BOTTOM: #000000 2px solid">      $          
5,269

Total assets

width=120> align=right>$     248,748 

width=128> align=right>$         11,282 

width=71>

$    167 

width=115> align=right>$       260,197 




















































































































 

 

9





 


12.  RECENT ACCOUNTING PRONOUNCEMENTS


     In June 2001, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial Accounting
Standards ("SFAS") No. 141, Business Combinations, and SFAS No. 142,
Goodwill and Other Intangible Assets, under which we classified our
leased coal mineral rights as intangible assets.  In April 2004, the
FASB issued a FASB Staff Position ("FSP") that clarifies certain sections of
SFAS No. 141 and No. 142 relating to the characterization of coal mineral
rights.  The FSP is effective for the first reporting period beginning
after April 29, 2004.  As allowed by the FSP, we early adopted the FSP in
April 2004 and, accordingly, reclassified our leased coal mineral rights back to
tangible property.  We discontinued straight-line amortization upon
adoption and will deplete its coal mineral rights using the units-of-production
method on a prospective basis.  The amount capitalized related to mineral
rights represents its fair value at the time such right was acquired, less
accumulated amortization.  Pursuant to the FSP, for comparative
presentation purposes, $4.9 million was reclassified from other noncurrent
assets to net property and equipment as of December 31, 2003, on the
accompanying consolidated balance sheet.


13.  SUBSEQUENT EVENT


        In August 2004, one of
our lessees dislodged a boulder while repairing a surface mine access
road.  The boulder rolled down a hillside, damaging a residence and causing
a fatality.  On October 29, 2004, A&G Coal Corp., our lessee, Penn
Virginia Operating Co., LLC, our wholly owned subsidiary, and we were named
along with several other defendants in a lawsuit brought by the family of the
deceased in the Circuit Court of Wise County, Virginia.  The lawsuit is
seeking $26.5 million in punitive and compensatory damages.  While the
ultimate result of the lawsuit cannot be predicted with certainty, based on the
facts currently available to us, management believes that the case will not have
a material adverse effect on our financial position, results of operations
or cash flows.


Item 2.   Management's Discussion and Analysis of
Financial Condition and Results of Operations


        The following
review of the financial condition and results of operations of Penn Virginia
Resource Partners, L.P. (the "Partnership", "we", "our" or "us") should be read
in conjunction with the Consolidated Financial Statements and Notes thereto.


 Overview


         We are a
Delaware limited partnership formed by Penn Virginia Corporation ("Penn
Virginia") in 2001 to primarily engage in the business of managing coal
properties and related assets in the United States. Penn Virginia contributed
its coal properties and related assets to the Partnership and effective with the
closing of our initial public offering in October 2001, our common units began
trading publicly on the New York Stock Exchange. 


          Both in our
current limited partnership form and in our previous corporate form, we have
managed coal properties since 1882.  We currently conduct operations in
three business segments:  coal royalty, coal services and timber.  For
the nine months ended September 30, 2004, 94 percent of our revenues were
attributable to our coal royalty operations, five percent of our revenues were
attributable to our coal services operations and one percent of our revenues
were attributable to our timber operations.


align=left>             
Our coal reserves, coal infrastructure and timber assets are located on the
following six properties:


         
*    the Wise property, located in Wise and Lee Counties,
Virginia, and Letcher and Harlan
Counties,
           
    Kentucky;


         
*     the Coal River property, located in Boone,
Fayette, Kanawha, Lincoln and Raleigh Counties,

                
West Virginia;


         
*     the northern Appalachia property, located in
Barbour, Harrison, Lewis, Monongalia and Upshur Counties,

        
        West Virginia;



*     the Spruce Laurel property,
located in Boone and Logan Counties, West Virginia; and


         
*     the Buchanan property, located in Buchanan
County, Virginia.


    In our coal royalty operations, we enter into
long-term leases with experienced, third-party mine operators, giving them the
right to mine our coal reserves in exchange for royalty payments. We do not
operate any mines.  For the nine months ended September 30, 2004, our
lessees produced 23.9 million tons of coal from our properties and paid us coal
royalty revenues of $52.4 million.  Approximately 78 percent of our coal
royalty revenues for the first three quarters of 2004 and 69 percent of our
first three quarters 2003 coal royalty revenues were based on the higher of a
percentage of the gross sales price or a fixed price per ton of coal sold, with
pre-established minimum monthly or annual rental payments.  The remainder
of our coal royalty revenues for the respective periods was derived from fixed
royalty rate leases, which escalate annually, with pre-established minimum
monthly payments.  In managing our properties, we actively work with our
lessees to develop efficient methods to exploit our reserves and to maximize
production from our properties.  We also derive revenues from minimum
rental payments. Minimum rental payments are initially deferred and are
recognized as minimum rental revenues when our lessees fail to meet specified
production levels for certain predetermined periods. The recoupment period on
most of our leases generally ranges from one to three years. 




                                                                                                               
10





    In addition to our coal royalty revenues, we
also generate coal services revenues from fees we charge to our lessees for the
use of our coal preparation and transportation facilities. These facilities
provide efficient methods to enhance lessee production levels and exploit our
reserves.  The coal service facility we purchased in November 2002 on our
West Coal River property in West Virginia began operations in the third quarter
of 2003.  In January 2004, we completed construction of a $4.4 million coal
loadout facility for another lessee in West Virginia (see "Bull Creek Loadout
Facility" below).  Our coal services revenues totaled $2.8 million for the
nine months ended September 30, 2004.  In July 2004, we entered into a
joint venture with affiliates of Massey Energy Company and expanded our coal
services business to provide coal handling facilities to end-user industrial
plants.  We recognized equity earnings of $0.2 million from the joint
venture as equity earnings during the third quarter.


     We also earn revenues from the sale
of standing timber on our properties.  The timber revenues we receive are
dependent on harvest levels and the species and quality of timber harvested. Our
harvest levels in any given year will depend upon a number of factors, including
anticipated mining activity, timber maturation and market conditions. Any timber
which would otherwise be removed due to lessee mining operations is harvested in
advance to prevent loss of the resource. For the nine months ended September 30,
2004, we sold 2.0 million board feet of timber for $0.5 million.


    The revenues and profitability of our coal
royalty operations are largely dependent on the production of coal from our
reserves by our lessees.  The coal royalty revenues we receive are affected
by changes in coal prices and our lessees' supply contracts and, to a lesser
extent, by fluctuations in the spot market prices for coal. The prevailing price
for coal depends on a number of factors, including demand, the price and
availability of alternative fuels, overall economic conditions and governmental
regulations.


    Royalty expenses that we incur in our coal
business consist primarily of lease payments on property which we lease from
third parties and sublease to our lessees.  Our lease payment obligations
vary based on the production from our subleased properties. With respect to the
properties that we lease, we are granted mining rights in exchange for per ton
royalty payments. We also incur costs related to lease administration and
property maintenance as well as technical and support personnel. 


     Economic and Industry Factors


    The United States relies significantly on coal
as a primary fuel source.  Coal is used as a fuel source for about half of
domestic electricity generation and represents approximately 85 percent of
fossil fuel reserves in the United States.  As environmental progress
continues, we are optimistic that coal will continue to play a vital role in the
generation of electricity.  Many of our lessees have favorable
transportation options to their customers, which are mostly major utilities.


    During the first three quarters of 2004, coal
supply in central Appalachia was constrained due to shortages of skilled labor
and railcars.  Notwithstanding those constraints, general coal market
conditions were very strong over that period, particularly in central Appalachia
where most of our properties are located, and demand for coal
increased.   We benefited from those conditions in the form of
increased coal tonnage mined from our properties and higher prices received by
our lessees during the first three quarters of 2004, which in turn resulted in
higher royalty revenues to us.  We expect these general market conditions
to continue through the remainder of 2004. 


    We are not an operating company and do not
employ any coal miners.  There are several key distinctions between our
coal royalty business and a coal operating business which include:


    *     higher operating
margins due to no risk in variable mining costs;


    *     more cash flow
stability because we have a diversified lessee base;


    *     fewer capital
reinvestment requirements because we do not maintain coal mining or preparation
equipment;


    *     no social
obligations under the numerous mine health and safety laws and regulations
applicable to the coal mining industry; and


    *     no significant
exposure to reclamation obligations because our lessees assume, and post
performance bonds for, those obligations.


   



11




 



     Our lessees are obligated to conduct mining
operations in compliance with all applicable federal, state and local laws and
regulations. Because of extensive and comprehensive regulatory requirements,
violations during mining operations are not unusual in the industry and,
notwithstanding compliance efforts, we do not believe violations by our lessees
can be eliminated completely. None of our lessees' violations to date, or the
monetary penalties assessed, have had a material adverse effect on us or, to our
knowledge, on our lessees. We do not currently expect that future compliance
will have a material adverse effect on us.


     While it is not possible to quantify
the costs of compliance by our lessees with all applicable federal and state
laws, those costs have been and are expected to continue to be significant. The
lessees post performance bonds pursuant to federal and state mining laws and
regulations for the estimated costs of reclamation and mine closings, including
the cost of treating mine water discharge when necessary. We do not accrue for
such costs because our lessees are contractually liable for all costs relating
to their mining operations, including the costs of reclamation and mine closure.
Compliance with these laws has substantially increased the cost of coal mining
for all domestic coal producers.                    

 
    In addition, the utility industry,
which is the most significant end-user of coal, is subject to extensive
regulation regarding the environmental impact of its power generation activities
which could affect demand for our lessees' coal. The possibility exists that new
legislation or regulations may be adopted which may have a significant impact on
the mining operations of our lessees or their customers' ability to use coal and
may require us, our lessees or their customers to change operations
significantly or incur substantial costs. 


    Opportunities, Challenges and Risks


    Our revenues and profitability will be
adversely affected in the future if we are unable to replace or increase our
reserves through acquisitions.  Our management continues to focus on
acquisitions of assets and energy sources necessary to meet the requirements of
diverse markets and environmental regulations.  Personnel were added in
2003 to evaluate coal reserves, coal industry-related infrastructure and the
acquisition of oil and gas mid-stream assets, such as oil and gas gathering,
processing and transportation facilities. We continue to review a number of
potential acquisition opportunities in that sector as well as other appropriate
assets.


    As the economic growth of the United States and
the world continues and the need for clean, environmentally friendly energy
increases, additional output from conventional energy sources will be
essential.  Coal represents the vast majority of energy resources in the
United States, and it continues to be substantially more economical than other
fossil fuel alternatives.  Although coal generates about half of the
nation's electricity, coal combustion emits sulfur dioxide, nitrous oxides and
carbon dioxide, all of which are considered pollutants.  The challenge to
the industry is to continue to reduce these emissions while keeping coal as the
fuel of choice.


Acquisitions and Investments in Coal
Facilities


     Capital expenditures, including
noncash items, were as follows:


       




 


Coal Royalty


Coal Services


Timber


Consolidated


 


align=left>                             
(in thousands)


For the Nine Months Ended September 30, 2004:


 


Revenues


align=right>$       52,814 


align=right>$           2,779 


$    499 


$      
  56,092 


Operating costs and expenses


align=right>          11,105 


align=right>                716 


       542 


        
  12,363 


Depreciation, depletion and amortization

bgColor=#99CCFF>
align=right>          12,624 

bgColor=#99CCFF>
align=right>             1,754 

bgColor=#99CCFF>
align=right>           7 

bgColor=#99CCFF>

          
14,385 


Operating income (loss)

width=121> align=right>$       29,085 

width=128> align=right>$              309 

width=70>

$     (50)


$       
 29,344 


Interest expense, net

 

 

 

            (3,601)

Net income


 


 


 


style="BORDER-BOTTOM: #000000 2px solid">$        
25,743

Total assets

bgColor=#99CCFF>

$     240,563 

bgColor=#99CCFF>
align=right>$         43,026 

bgColor=#99CCFF>

   $     357

bgColor=#99CCFF>

$     
 283,946 


 


 


 


 


 


For the Nine Months Ended September 30, 2003:


 


 


 


 


Revenues


align=right>$       36,982 


align=right>$           1,523 


$    829 


$     
   39,334 


Operating costs and expenses


align=right>            6,311 


align=right>             1,884 


      470 


          
  8,665 


Depreciation, depletion and amortization

width=121> align=right>          11,150 

width=128> align=right>                872 

width=70> align=right>         5 

width=100>

       
    12,027 


Operating income (loss)

bgColor=#99CCFF>
align=right>$       19,521 

bgColor=#99CCFF>
align=right>$          (1,233)

bgColor=#99CCFF>

$    354 


$         
18,642 


Interest expense, net


 


 


 


(2,593)


Cumulative effect of change in accounting principle


 


 


style="BORDER-BOTTOM: #000000 1px solid">               
(107)

Net income


 


 


 


style="BORDER-BOTTOM: 2px solid">$         
15,942 

Total assets

bgColor=#99CCFF>

$     248,748 

bgColor=#99CCFF>
align=right>$         11,282 

bgColor=#99CCFF>

$    167 

bgColor=#99CCFF>

$      
 260,197 


































Coal Handling Joint Venture


    Effective July 1, 2004, we acquired from
affiliates of Massey Energy Company a 50 percent interest in a joint venture
formed to own and operate end-user coal handling facilities.  The purchase
price was $28.4 million and was funded through the Partnership's credit
facility.


    The joint venture owns coal handling facilities
which unload shipments, store and transfer coal for three industrial coal
consumers in the chemical, paper and lime production industries located in
Tennessee, Virginia and Kentucky, respectively.  A combination of fixed
monthly fees and per ton throughput fees is paid by those consumers under
long-term leases expiring between 2007 and 2019.  We recognized equity
earnings of $0.2 million related to our ownership in the joint venture in the
third quarter of 2004. After adding back noncash expenses consisting primarily
of depreciation, depletion and amortization ("DD&A"), we expect to receive a
joint venture distribution of approximately $1.0 million during the fourth
quarter of 2004 relating to third quarter operations.









                                                                                                                   
12




Peabody Acquisition


     In February 2004, we released 51,000
units, which had been held in escrow since December 2002, to affiliates of
Peabody Energy Corporation.  In exchange for the units, we received
additional reserves on our northern Appalachia
properties.
  

Bull Creek Loadout Facility


    In January 2004, we completed the construction
of a new coal loadout facility for one of our lessees on our Coal River property
in West Virginia.  The $4.4 million loadout facility is designed for the
high-speed loading of 150-car unit trains and became operational on February 1,
2004.  We expect this facility to generate revenues of approximately $0.5
million in 2004. 


 Critical Accounting Policies and Estimates


     Depletion.  Coal
properties are depleted on an area-by-area basis at a rate based on the cost of
the mineral properties and the number of tons of estimated proven and probable
coal reserves contained therein.  Our estimates of coal reserves are
updated periodically and may result in adjustments to coal reserves and
depletion rates that are recognized prospectively.  The Partnership
estimates its timber inventory using statistical information and data obtained
from physical measurements, site maps, photo-types and other information
gathering techniques. These estimates are updated annually and may result in
adjustments of timber volumes and depletion rates, which are recognized
prospectively.


      Coal Royalty Revenues.  Coal royalty revenues are recognized on the basis of tons of coal
sold by our lessees and the corresponding revenues from those sales.  Since
we are not the mine operator, we do not have access to actual production and
revenues information until approximately 30 days following the month of
production.  Therefore, our financial results include estimated revenues
and accounts receivable for this 30-day period.  Any differences between
the actual amounts ultimately received and the original estimates are recorded
in the period they become finalized.





 

                                                                                                                   
13




 Results of Operations


Three Months Ended September 30, 2004 Compared With Three
Months Ended September 30, 2003.


     The following table sets forth our
revenues, operating expenses and operating statistics for the three months ended
September 30, 2004, compared with the same period in 2003.



 



 


Nine Months
Ended September
30,


 


2004


2003


 


(in thousands)


     Acquisition of coal handling joint venture
interest


$ 28,442 


align=right> $          - 


     Acquisitions of coal reserves


1,164 


6,330 


     Coal services and land management
additions


785 


1,995 


     Other property and equipment
expenditures


49 


81 


          Total capital
expenditures


$ 30,440 


$  8,406 

























































































































































































                                                                                                                                                                       &n
bsp;                             


    Revenues. Our revenues in the third
quarter of 2004 were $19.4 million compared with $12.8 million for the same
period in 2003, an increase of $6.6 million, or 51 percent.  The increase
in revenues primarily related to increased coal royalties received from our
lessees.


    Coal royalty revenues for the three months
ended September 30, 2004, were $18.0 million compared with $12.0 million for the
same period in 2003, an increase of $6.0 million, or 51 percent. 
Production by our lessees increased by 1.7 million tons, or 28 percent, to 8.0
million tons in the third quarter of 2004 from 6.2 million tons in the third
quarter of 2003.  Average royalties per ton increased to $2.26 in the third
quarter of 2004 from $1.92 in the comparable 2003 period. The increase in the
average royalties per ton was primarily due to stronger market conditions for
coal and the resulting higher coal prices.  At the property level, these
variances were primarily due to the following factors:


       
*    Production on the Coal River property increased by 0.9
million tons and revenues increased by $2.9 million.  One lessee, which
utilizes longwall mining, began mining on one of our subleased properties from
an adjacent property during the first quarter of 2004, which resulted in an
additional 0.7 million tons of coal production, or $1.7 million in revenues in
the third quarter of 2004.  The addition of a mine operator and a new mine
by another of our lessees contributed approximately 0.1 million tons of coal
production, or $0.3 million of revenue.  The commencement of operations in
third quarter 2003 on our West Coal River property contributed an additional 0.1
million tons, or $0.4 million of revenue.  Increased demand also fueled a
coal sales price increase in the region, which in turn resulted in a 12 percent
increase in our average gross royalty per ton on the Coal River property, from
$2.36 per ton in the third quarter of 2003 to $2.65 per ton in the third quarter
of 2004.









                                                                                                                   
14




       
*    Production on the Wise property increased by 0.2
million tons, and revenues increased $1.7 million.  The revenue increase
was primarily due to increased coal sales prices fueled by a stronger demand in
the region, resulting in higher price realizations by our lessees.  This
caused the average gross royalty per ton to increase 22 percent from $2.31 per
ton in the third quarter of 2003 to $2.81 per ton in the third quarter of
2004.


       *   Production
on the Spruce Laurel property increased by 0.1 million tons and revenues
increased by $0.4 million.  The revenue increase was primarily due to
increased coal sales prices fueled by a stronger demand in the region.  The
higher royalty rates received from our lessees resulted in a 21 percent increase
in the average gross royalty per ton on the Spruce Laurel property, from $1.90
per ton in the third quarter of 2003 to $2.29 per ton in the third quarter of
2004.


       *   Production
on the New Mexico property increased by 0.5 million tons and revenues increased
by $1.0 million as a result of short-term increased market demand by local
utilities.


        Coal services revenues
were $0.9 million for the three months ended September 30, 2004, compared with
$0.5 million for the three months ended September 30, 2003, an increase of $0.4
million, or 83 percent.  The increase was primarily the result of start-up
operations at our West Coal River and Bull Creek facilities in July 2003 and
February 2004, respectively.    


    Timber revenues doubled from $0.1 million for
the three months ended September 30, 2003, to $0.2 million for the three months
ended September 30, 2004, as a result of selling species that bring higher
prices in the timber market.


    Minimum rental revenues decreased to less than
$0.1 million for the three months ended September 30, 2004, from $0.2 million in
the comparable period of 2003.  Almost all lessees met or exceeded their
minimum obligations during the third quarter of 2004. 


    We recognized equity earnings of $0.2 million
in the third quarter of 2004 from our investment in a coal handling joint
venture which is accounted for under the equity method.  We acquired our
interest in the joint venture in July 2004.  See Note 3 in the Notes to
Consolidated Financial Statements.


    Operating Costs and Expenses. Our
aggregate operating costs and expenses for the third quarter of 2004 were $8.9
million, compared with $6.5 million for the same period in 2003, an increase of
$2.4 million, or 37 percent. The increase in operating costs and expenses
primarily related to increases in royalty expenses and DD&A.


    Royalty expenses were $1.5 million for the
three months ended September 30, 2004, compared with $0.5 million for the three
months ended September 30, 2003, an increase of $1.0 million.  This
increase was the result of higher production by lessees on subleased properties,
primarily on our Coal River property.  Production on these subleased
properties increased to 1.0 million tons in the third quarter of 2004 from 0.3
million tons in the third quarter of 2003, representing a 0.7 million ton
increase. 


    Taxes other than income decreased by
39% to $0.2 million in the third quarter of 2004 from $0.4 million in the third
quarter of 2003. The decrease was primarily attributable to additional West
Virginia property taxes in 2003 relating to the West Coal River property. We
leased our West Coal River property in May 2003 and the on-going property taxes
were assumed by the new lessee as of that date.


    General and administrative expenses increased
$0.4 million, or 25 percent, to $2.1 million in the third quarter of 2004, from
$1.7 million in the same period of 2003. The increase was primarily attributable
to increased consulting fees used to evaluate acquisition opportunities and
increased payroll costs allocated to the Partnership by the general partner.


    DD&A for the three months ended September
30, 2004, was $4.8 million compared with $3.7 million for the same period of
2003, an increase of $1.1 million, or 30 percent.  This increase was the
result of increased production by several of our lessees over the comparable
periods and depreciation on our Bull Creek facility which began start-up
operations in February 2004. 


    Interest Expense. Interest expense, net
of interest income, was $1.4 million for the three months ended September 30,
2004, compared with $1.1 million for the same period in 2003, an increase of
$0.3 million, or 29 percent. The increase was primarily due to additional
borrowings of $28.5 million on our revolving credit facility in the third
quarter of 2004 for our investment in a coal handling joint venture.









                                                                                                                         
15





Nine Months Ended September 30, 2004 Compared With Nine Months
Ended September 30, 2003.


     The following table sets forth our
revenues, operating expenses and operating statistics for the nine months ended
September 30, 2004, compared with the same period in 2003.


 





Three Months





Ended September 30,



Percentage



       2004         
2003

Change


Financial Highlights


(in thousands)


 


Revenues


 


 


 


     Coal royalties


$  18,018 


align=left>     $   
  11,960 

 
align=right>       51% 


     Coal services


888 


484 


align=right>       83% 


     Timber


204 


80 

 

     155% 


     Minimum rentals



220 


       (98%)


     Equity earnings


165 


 
align=right>             - 


     Other

height=21>

117 

height=21>

68 


align=right>       72% 


        Total revenues

bgColor=#99CCFF height=21>

19,397 

bgColor=#99CCFF height=21>

12,812 

 
align=right>       51% 


 


 


 


 


Operating costs and expenses


 


 

 

 


     Royalties


1,496 


533 


     181% 


     Operating


281 


220 

 
align=right>       28% 


     Taxes other than income


239 


389 


      (39%)


     General and administrative


2,077 


1,661 

 
align=right>       25% 


     Depreciation, depletion and
amortization

height=21>

4,764 

height=21>

3,659 


align=right>       30% 


         Total operating
costs and expenses

bgColor=#99CCFF height=21>

8,857 

bgColor=#99CCFF height=21>

6,462 

 
align=right>       37% 

       

Operating income

       10,450

               
6,350
 
            
66%
       

     Interest expense, net

bgColor=#99CCFF height=21>

(1,393)

bgColor=#99CCFF height=21>

(1,081)

 

29%

       
Net Income bgColor=#99CCFF height=21>$       
9,147
bgColor=#99CCFF height=21>      $        5,269      
         74%
       

Operating Statistics


 


 

 

 


 


 


 


 


Royalty coal tons produced by lessees (tons in thousands)

         7,971

               
6,229
 
            
28%

       Average royalty per ton
($/ton)


$      
  2.26 


      $      
   1.92 


align=right>       18% 










































































































































































    Revenues. Our revenues in the first
three quarters of 2004 were $56.1 million compared with $39.3 million for the
same period in 2003, an increase of $16.8 million, or 43 percent.  The
increase in revenues primarily related to increased coal royalties received from
our lessees.


    Coal royalty revenues for the nine months ended
September 30, 2004, were $52.4 million compared with $35.7 million for the same
period in 2003, an increase of $16.7 million, or 47 percent.  Production by
our lessees increased by 4.6 million tons, or 24 percent, to 23.9 million tons
in the first three quarters of 2004 from 19.3 million tons in the first three
quarters of 2003.  Average royalties per ton increased to $2.20 in the
first three quarters of 2004 from $1.85 in the comparable 2003 period.  The
increase in the average royalties per ton was primarily due to stronger market
conditions for coal and the resulting higher coal prices.  At the property
level, these variances were primarily due to the following factors:


       
*    Production on the Coal River property increased by 3.7
million tons and revenues increased by $10.0 million.  One lessee, which
utilizes longwall mining, began mining on one of our subleased properties from
an adjacent property during the first quarter of 2004, which resulted in an
additional 2.6 million tons of coal production, or $5.7 million in revenues in
the first three quarters of 2004.  The addition of a mine operator and a
new mine by another of our lessees contributed approximately 0.6 million tons of
coal production, or $2.5 million of revenue.  The commencement of
operations in July 2003 on our West Coal River property also contributed an
additional 0.5 million tons, or $1.2 million of revenue.  Increased demand
also fueled a coal sales price increase in the region, which in turn resulted in
an nine percent increase in our average gross royalty per ton on the Coal River
property, from $2.35 per ton in the first three quarters of 2003 to $2.56 per
ton in the first three quarters of 2004.









                                                                                                                       
16




       
*    Production on the Wise property increased by 0.6
million tons and revenues increased by $4.4 million, of which approximately $2.8
million related to the average royalty rate received from our lessees. 
Increased coal prices fueled by stronger demand in the region resulted in higher
price realizations by our lessees.  This caused a 18 percent increase in
the average gross royalty per ton from $2.27 per ton in the first three quarters
of 2003 to $2.67 per ton in the first three quarters of 2004.  Production
increased primarily due to additional mining equipment being added by two of our
lessees. 


       
*    Production on the Spruce Laurel property increased by
0.3 million tons and revenues increased by $1.3 million. The revenue increase
was primarily the result of increased coal sales prices fueled by stronger
demand in the region.  The higher royalty rates received from our lessees
resulted in a 27 percent increase in the average gross royalty per ton on the
Spruce Laurel property, from $1.90 per ton in the first three quarters of 2003
to $2.42 per ton in the first three quarters of 2004.


    Coal services revenues were $2.6 million for
the nine months ended September 30, 2004, compared with $1.5 million for the
nine months ended September 30, 2003, an increase of $1.1 million, or 72
percent.  This increase was primarily the result of start-up operations at
our West Coal River and Bull Creek facilities in July 2003 and February 2004,
respectively.


    Timber revenues decreased to $0.5 million for
the nine months ended September 30, 2004, compared with $0.8 million in the
first three quarters of 2003, a decrease of $0.3 million, or 40 percent. 
The decrease was due to the timing of a parcel sale of our standing timber in
2003 and poor weather conditions in the second quarter of 2004.


    Minimum rental revenues decreased to less than
$0.1 million for the nine months ended September 30, 2004, from $1.0 million in
the comparable period of 2003.  Almost all lessees met their minimum
obligations during the first nine months of 2004.  The $1.0 million
recognized in the first three quarters of 2003 primarily related to four leases.
Each of these leases was assigned to a new lessee approved by us.  The
leases were amended at the time of assignment to allow the new lessees
additional time to offset actual production against minimum rental payments.


    We recognized equity earnings of $0.2 million
in the third quarter of 2004 from our investment in a coal handling joint
venture which is accounted for under the equity method.  We acquired our
interest in the joint venture in July 2004.  See Note 3 in the Notes to
Consolidated Financial Statements.


    Operating Costs and Expenses. Our
aggregate operating costs and expenses for the first three quarters of 2004 were
$26.7 million, compared with $20.7 million for the same period in 2003, an
increase of $6.0 million, or 29 percent. The increase in operating costs and
expenses primarily related to increases in royalty expenses, general and
administrative expenses and DD&A, offset by decreases in operating expenses
and taxes other than income.


    Royalty expenses were $4.9 million for the nine
months ended September 30, 2004, compared with $1.3 million for the nine months
ended September 30, 2003, an increase of $3.6 million.  This increase was
the result of an increase in production by lessees on subleased properties,
primarily on our Coal River property.  Production on these subleased
properties increased to 3.4 million tons in the first three quarters of 2004
from 0.8 million tons in the first three quarters of 2003, representing a 2.6
million ton increase. 



    Operating expenses decreased by 46 percent, to
$0.7 million in the first three quarters of 2004 compared with $1.2 million in
the same period of 2003.  The decrease was due to the assumption by a new
lessee of costs incurred after May 2003 to maintain idled mines on our West Coal
River property, which is part of our Coal River property. We paid these costs
through May 2003. 


    Taxes other than income decreased by 23 percent
to $0.8 million for the nine months ended September 30, 2004, from $1.0 million
for the nine months ended September 30, 2003. The decrease was attributable to
property taxes in 2003 resulting from the assumption of the property tax
obligation on our West Coal River property upon re-acquiring the lease from the
bankrupt lessee.


    General and administrative expenses increased
$0.8 million, or 16 percent, to $6.0 million in the first three quarters of
2004, from $5.2 million in the same period of 2003. Approximately $0.2 million
was attributable to costs related to a secondary public offering for the sale of
common units held by an affiliate of Peabody Energy Corporation.  The
remainder is primarily attributable to increased consulting fees used to
evaluate acquisition opportunities and increased payroll costs allocated to the
Partnership by the general partner.


    DD&A for the nine months ended September
30, 2004, was $14.4 million compared with $12.0 million for the same period of
2003, an increase of $2.4 million, or 20 percent.  This increase was a
result of increased production by several of our lessees over the comparable
periods and depreciation on our West Coal River and Bull Creek facilities which
began start-up operations in July 2003 and February 2004, respectively. 














                                                                                                                           
17




     Interest Expense. Interest
expense, net of interest income, was $3.6 million for the nine months ended
September 30, 2004, compared with $2.6 million for the same period in 2003, an
increase of $1.0 million, or 39 percent. The increase was primarily due to our
closing in March 2003 of a private placement of $90 million ten-year senior
unsecured notes payable (the "Notes"), which bear interest at a fixed rate of
5.77 percent.  Prior to the private placement, the $90 million was included
on our revolving credit facility, which bears interest at a generally lower rate
based on the Eurodollar rate plus an applicable margin, which ranges from 1.25
to 2.25 percent. Also, we borrowed an additional $28.5 million on our revolving
credit facility in the third quarter of 2004 for our investment in a coal
handling joint venture.


    Liquidity and Capital Resources


      Since the Partnership's
inception in 2001, cash generated from operations and our borrowing capacity,
supplemented with the issuance of new common units, have been sufficient to meet
our scheduled cash distributions, working capital requirements and capital
expenditures. Our primary cash requirements consist of distributions to our
general partner and unitholders, normal operating and administrative expenses,
interest and principal payments on our long-term debt capital investment in
fee-based coal handling facilities and acquisitions of new assets or
businesses.


     Cash Flows. Net cash provided
by operating activities was $38.7 million in the first three quarters of 2004
compared with $28.1 million in first three quarters of 2003. The increase was
largely due to increased production by our lessees and higher average gross
royalties per ton. 


     Net cash used in investing
activities was $28.8 million in the first three quarters of 2004 compared with
$3.0 million in first three quarters of 2003. Cash used in investing activities
for the nine months ended September 30, 2004, primarily related to a $28.4
million equity investment in a coal handling joint venture as well as the
completion of a new coal loading facility on our Coal River property in West
Virginia and two smaller infrastructure projects.  Net cash used in
investing activities for the nine months ended September 30, 2003 primarily
related to additional expenditures to complete the close of an acquisition in
December 2002.


     Net cash used in financing
activities was $3.2 million in the first three quarters of 2004 compared with
$26.7 million in first three quarters of 2003. Distributions to partners
increased to $29.2 million for the first nine months of 2004 from $27.1 million
in the same period of 2003.  Changes in borrowings, primarily to fund the
equity investment, and debt issuance costs accounted for the remainder of the
decrease. 


     In July 2004, we announced a $0.02
per unit increase in our quarterly distribution to $0.54, or $2.16 per unit on
an annualized basis, which was paid on August 13, 2004 to unitholders of record
August 4, 2004.  The increased rate will also apply to a quarterly
distribution announced in October 2004 payable on November 12, 2004, to
unitholders of record on November 3, 2004.


    Long-Term Debt.  As of
September 30, 2004, we had outstanding borrowings of $117.9 million, consisting
of $30.0 million borrowed under our revolving credit facility and $88.5 million
of the Notes, partially offset by $0.6 million fair value of the interest rate
swap described below.   The current portion of the Notes as of
September 30, 2004, was $4.8 million.


    Hedging Activities. In March 2003, we
entered into an interest rate swap agreement with a notional amount of $29.5
million, to hedge a portion of the fair value of the Notes. This swap is
designated as a fair value hedge and has been reflected as a decrease in
long-term debt of $0.6 million as of September 30, 2004, with a corresponding
increase in other liabilities. Under the terms of the interest rate swap
agreement, the counterparty pays us a fixed annual rate of 5.77 percent on a
total notional amount of $29.5 million, and we pay the counterparty a variable
rate equal to the floating interest rate, which is determined semi-annually and
is based on the six month London Interbank Offering Rate ("LIBOR") plus 2.36
percent.


    Investment in Joint Venture.  In
July 2004, we acquired from affiliates of Massey Energy Company a 50 percent
interest in a joint venture formed to own and operate end-user coal handling
facilities.   The purchase price was $28.4 million and was funded
through the Partnership's credit facility.


    The joint venture owns coal handling facilities
which unload shipments, store and transfer coal for three industrial coal
consumers in the chemical, paper and lime production industries located in
Tennessee, Virginia and Kentucky, respectively.  A combination of fixed
monthly fees and per ton throughput fees are paid by those consumers under
long-term leases expiring between 2007 and 2019.  We recognized equity
earnings of $0.2 million in the third quarter. After adding back noncash
expenses consisting primarily of depreciation, depletion and amortization
("DD&A"), we expect to receive a joint venture distribution of approximately
$1.0 million during the fourth quarter of 2004 relating to third quarter
operations.











                                                                                                                       
18




    Future Capital Needs and Commitments.
For the remainder of 2004, we anticipate making additional capital expenditures,
excluding acquisitions, of up to approximately $0.4 million for coal services
related projects and other property and equipment.  Part of our strategy is
to make acquisitions which increase cash available for distribution to our
unitholders. Our ability to make these acquisitions in the future will depend in
part on the availability of debt financing and on our ability to periodically
use equity financing through the issuance of new units. Since completing a large
acquisition in late 2002 and the coal handling joint venture in July 2004, our
ability to incur additional debt has been restricted due to limitations in our
debt instruments.  At September 30, 2004, we have approximately $32 million
of borrowing capacity available under our revolving credit facility.  This
limitation may necessitate the issuance of new units, as opposed to using debt,
to provide a large part of the funding for acquisitions in the future. 


    We believe that we will continue to have
adequate liquidity to fund future recurring operating and investing
activities.  Short-term cash requirements, such as operating expenses and
quarterly distributions to our general partner and unitholders, are expected to
be funded through operating cash flows.  Long-term cash requirements for
asset acquisitions are expected to be funded by several sources, including cash
flows from operating activities, borrowings under credit facilities and the
issuance of additional equity and debt securities.  Our ability to complete
future debt and equity offerings will depend on various factors, including
prevailing market conditions, interest rates and our financial condition and
credit rating at the time.

Environmental


    Surface Mining Valley Fills.  Over
the course of the last several years, opponents of surface mining have filed
three lawsuits challenging the legality of permits authorizing the construction
of valley fills for the disposal of coal mining overburden under federal and
state laws applicable to surface mining activities.  Although two of these
challenges were successful in the United States District Court for the Southern
District of West Virginia (the "District Court"), the United States Court of
Appeals for the  Fourth Circuit overturned both of those decisions in Bragg
v. Robertson in 2001 and in Kentuckians For The Commonwealth v. Rivenburgh in
2003.


    A ruling on July 8, 2004, which was made by the
District Court in connection with a third lawsuit, may impair our lessees'
ability to obtain permits that are needed to conduct surface mining
operations.  In this case, Ohio Valley Environmental Coalition v. Bulen,
the District Court determined that the Army Corps of Engineers (the "Corps")
violated the Clean Water Act and other federal statutes when it issued
Nationwide Permit 21 ("NWP21").  Section 404 of the Clean Water Act
authorizes the Corps to issue general permits to allow parties to construct in
navigable waters surface impoundments, valley fills and other structures that
are needed for surface mining without having to obtain an individual Section 404
permit. 


    The District Court's order prohibits the Corps
from issuing any new permits under NWP21 in areas subject to the District
Court's jurisdiction, which are a number of counties in West Virginia.  The
ruling only voided such permits where work has not yet commenced, and the
decision thus leaves some ambiguity about its potential applicability to permits
that have already been issued under NWP 21 where the work has already
begun.  Unless this decision is overturned on appeal, companies seeking to
construct surface mining impoundments or valley fills in navigable waters in the
areas covered by this decision will need to apply for and obtain individual
permits under Section 404 of the Clean Water Act.  Obtaining individual
Section 404 permits for surface mining activities is likely to substantially
increase both the time for and the costs of our lessees obtaining permits. 
These increased permitting costs, and any delay or inability to obtain Section
404 permits, could impair our lessees' ability to produce coal and adversely
affect our coal royalty revenues. 


    Mine Health and Safety Laws. 
The operations of our lessees are subject to stringent health and safety
standards that have been imposed by federal legislation since the adoption of
the Mine Health and Safety Act of 1969. However, since we do not operate any
mines and do not employ any coal miners, we are not subject to such laws and
regulations.  The Mine Health and Safety Act of 1969 resulted in increased
operating costs and reduced productivity. The Mine Safety and Health Act of
1977, which significantly expanded the enforcement of health and safety
standards of the Mine Health and Safety Act of 1969, imposes comprehensive
health and safety standards on all mining operations. In addition, as part of
the Mine Health and Safety Acts of 1969 and 1977, the Black Lung Acts require
payments of benefits by all businesses conducting current mining operations to
coal miners with black lung and to some beneficiaries of a miner who dies from
this disease.


    Environmental Compliance.  The
operations of our lessees are subject to environmental laws and regulations
adopted by various governmental authorities in the jurisdictions in which these
operations are conducted. The terms of the Partnership's coal property leases
impose liability for all environmental and reclamation liabilities arising under
those laws and regulations on the relevant lessees. The lessees are bonded and
have indemnified the Partnership against any and all future environmental
liabilities. The Partnership regularly visits coal properties under lease to
monitor lessee compliance with environmental laws and regulations and to review
mining activities. Management believes that the Partnership's lessees will be
able to comply with existing regulations and does not expect any material impact
on the Partnership's financial condition or results of operations. 









                                                                                                                   
19




    We have certain reclamation bonding
requirements with respect to certain of our unleased and inactive
properties.  As of September 30, 2004, the Partnership's environmental
liabilities totaled $1.5 million.  Given the uncertainty of when the
reclamation area will meet regulatory standards, a change in this estimate could
occur in the future.


 Recent Accounting Pronouncements


      See Note 12 in the Notes to
Consolidated Financial Statements for a description of recent accounting
pronouncements.


Item 3.  Quantitative and Qualitative Disclosures
about Market Risk


     Market risk is the risk of loss
arising from adverse changes in market rates and prices. The principal market
risks to which we are exposed are interest rate risk and coal price risks.


     We are also indirectly exposed to the
credit risk of our lessees.  If our lessees become financially insolvent,
our lessees may not be able to continue operating or meeting their minimum lease
payment obligations.  As a result, our coal royalty revenues could decrease
due to lower production volumes.


    As of September 30, 2004, $88.5 million of our
borrowings were financed with debt which has a fixed interest rate throughout
its term.  In connection with this financing, we executed an interest rate
derivative transaction to effectively convert the interest rate on one-third of
the amount financed from a fixed rate of 5.77 percent to a floating rate of
LIBOR plus 2.36 percent.  The interest rate swap has been accounted for as
a fair value hedge in compliance with SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities
, as amended by SFAS No. 137 and SFAS No.
138.


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. In addition, the
Partnership 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, expected commencement dates
of coal mining, projected quantities of future coal production by the
Partnership's lessees, costs and expenditures as well as projected demand or
supply for coal and coal handling joint venture operations, which will affect
sales levels, prices, royalties and distributions realized by the
Partnership.



     These forward-looking statements
are made based upon management's current plans, expectations, estimates,
assumptions and beliefs concerning future events impacting the Partnership and,
therefore, involve a number of risks and uncertainties. The Partnership 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 the Partnership to
differ materially from those expressed or implied in the forward-looking
statements include, but are not necessarily limited to:


       
*     the ability to acquire new coal reserves on
satisfactory terms;


       
*     the price for which such reserves can be sold;


       
*     the volatility of commodity prices for coal;


       
*     the projected demand for coal;


       
*     the projected supply of coal;


       
*     the ability to lease new and existing coal
reserves;


       
*     the ability of lessees to produce sufficient
quantities of coal on an economic basis from the Partnership's reserves;


       
*     the ability of lessees to obtain favorable
contracts for coal produced from the Partnership's reserves;


       
*     competition among producers in the coal industry
generally;


       
*     the extent to which the amount and quality of
actual production differs from estimated recoverable proved coal
reserves;      


       
*     unanticipated geological problems;





                                                                                                                       


                                                                                                                       
20




       
*     availability of required materials and equipment;


       
*     the occurrence of unusual weather or operating
conditions including force majeure events;


       
*     the failure of equipment or processes to operate
in accordance with specifications or expectations;


       
*     delays in anticipated start-up dates of lessees'
mining operations and related coal infrastructure projects;


       
*     environmental risks affecting the mining of coal
reserves;


       
*     the timing of receipt of necessary governmental
permits by the Partnership's lessees;


       
*     the risks associated with having or not having
price risk management programs;


       
*     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;


       
*     uncertainties relating to the outcome of
litigation regarding permitting of the disposal of coal overburden;


       
*     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, including their ability to satisfy their royalty,  environmental,
reclamation and other obligations
to
              
the Partnership and others;


       
*     coal handling joint venture operations;


       
*     changes in financial market conditions; and


       
*    other risk factors as detailed in the Partnership's
Securities and Exchange Commission filings on Annual Report on Form 10-K.


     Many of such factors are beyond the
Partnership's ability to control or predict. Readers are cautioned not to put
undue reliance on forward-looking statements.


     While the Partnership periodically
reassesses material trends and uncertainties affecting the Partnership'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 the Partnership's quarterly,
annual or other reports filed with the Securities and Exchange Commission, the
Partnership does not undertake any obligation to review or update any particular
forward-looking statement, whether as a result of new information, future events
or otherwise.


Item 4.  Controls and Procedures


(a) Disclosure of Controls and Procedures.


     The Partnership, under the supervision,
and with the participation, of its management, including its principal executive
officer and principal financial officer, performed an evaluation of the design
and operation of the Partnership's disclosure controls and procedures (as
defined Exchange Act Rules 13a-15(e) and 15(d)-15(e)) as of the end of the
period covered by this report.  Based on that evaluation, the general
partner's principal executive officer and principal financial officer concluded
that such disclosure controls and procedures are effective to ensure that
material information relating to the Partnership, including its consolidated
subsidiaries, is accumulated and communicated to the Partnership's management
and made known to the principal executive officer and principal financial
officer, particularly during the period for which this periodic report was being
prepared.


(b) Changes in Internal Control Over Financial
Reporting.


     No changes were made in the Partnership's
internal control over financial reporting during the quarter ended September 30,
2004, that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.


     However, in connection with our ongoing
evaluation of the effectiveness of our internal control over financial
reporting, we discovered a material weakness in the user access controls related
to our accounting system.  Although we are unaware of any misstatement of
financial position, results of operations or cash flows resulting from this
control deficiency, management has determined that there is more than a remote
likelihood that a material misstatement could occur as a result of such control
deficiency.  We have updated our software and implemented stricter user
access controls which took effect during the fourth quarter of 2004.


align=left>



                                                                                                                 
   
21







PART II.   Other Information


Items 2, 3, 4 and 5 are not applicable and have been omitted.


Item 1. Legal Proceedings


In August 2004, one of our lessees dislodged a boulder while
repairing a surface mine access road.  The boulder rolled down a hillside,
damaging a residence and causing a fatality.  On October 29, 2004, A&G
Coal Corp., our lessee, Penn Virginia Operating Co., LLC, our wholly owned
subsidiary, and we were named along with several other defendants in a
lawsuit brought by the family of the deceased in the Circuit Court of Wise
County, Virginia.  The lawsuit is seeking $26.5 million in punitive and
compensatory damages.  While the ultimate result of the lawsuit cannot be
predicted with certainty, based on the facts currently available to us,
management believes that the case will not have a material adverse effect on
our financial position, results of operations or cash flows.


Item 6. Exhibits and Reports on Form 8-K


align=left>(a)         Exhibits


12         Statement
of Computation of Ratio of Earnings to Fixed Charges Calculation.


31.1      Certification Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.


31.2       Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.


32.1       Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.


32.2       Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.


align=left>              Reports
on Form 8-K

    The partnership furnished a Form 8-K on
August 4, 2004, announcing that it issued a press release regarding its
financial results for the three and six months ended June 30, 2004.


    On July 20, 2004, the Partnership furnished a
Form 8-K announcing the acquisition from affiliates of Massey Energy Company of
a 50 percent interest in a joint venture formed to own and operate end-user coal
handling facilities.  The purchase price was $28.4 million and was funded
through the Partnership's credit facility. The purchase agreement was attached
to the Form 8-K as Exhibit 10.



 


 




 

Nine Months

Ended September 30,


 

 

Percentage


 

2004


2003


Change


Financial Highlights

(in thousands)


 

 

 

 

 

Revenues


 


 


 


     Coal royalties


 $     52,395 


 $      35,658 


align=left>          47% 


     Coal services


          2,614 


           1,523 


          72% 


     Timber


             499 


              829 


         (40%)


     Minimum rentals


                 5 


           1,035 


       (100%)


     Equity earnings


             165 


                  - 


                - 


     Other


             414 


              289 


          43% 


        Total revenues

bgColor=#99CCFF>

        56,092 

bgColor=#99CCFF>

         39,334 


align=left>          43% 


 


 


 


 


Operating costs and expenses


 


 


 


     Royalties


          4,907 


           1,263 


align=left>         289% 


     Operating


      
      667 


           1,225 


align=left>         (46%)


     Taxes other than income


             753 


             
978 


         (23%)


     General and administrative


          6,036 


           5,199 


          16% 


     Depreciation, depletion and
amortization


        14,385 


         12,027 


          20% 


        Total operating costs
and expenses

bgColor=#99CCFF>

        26,748 

bgColor=#99CCFF>

         20,692 


          29% 

       
Operating income bgColor=#99CCFF>        29,344 bgColor=#99CCFF>         18,642 bgColor=#99CCFF>         
57%
       
     Interest
expense, net
bgColor=#99CCFF>        
(3,601)
bgColor=#99CCFF>          
(2,593)
bgColor=#99CCFF>          
39%

 


        25,743 


         
16,049 


          60% 


     Cumulative effect of change in accounting
principle

bgColor=#99CCFF>

                
-

bgColor=#99CCFF>

            
(107)

bgColor=#99CCFF>       (100%)
       
Net income bgColor=#99CCFF>$      25,743 bgColor=#99CCFF>$        15,942 bgColor=#99CCFF>         
61%
       
       

Operating Statistics


 


 


 


     Royalty coal tons produced by lessees
(tons in thousands)


        
  23,865 


          
19,252 


        
 24% 


     Average royalty per ton ($/ton)


$           
 2.20 


$           
 1.85 


        
 19% 














































































































































 



22



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 RESOURCE PARTNERS, L.P.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Date:


November 4, 2004


 


By:



 /s/ Frank A. Pici


 


 


 


 


 


 


 


Frank A. Pici, Vice President and


 


 


 


 


 


 


 


Chief Financial Officer


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Date:


November 4, 2004


 


By:



 /s/ Forrest W. McNair


 


 


 


 


 


 


 


Forrest W. McNair, Vice President and Controller