For Period Ended: March 31, 2016

o Transition Report on Form 10-K

o Transition Report on Form 20-F

o Transition Report on Form 11-K

o Transition Report on Form 10-Q

o Transition Report on Form N-SAR

 

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I — REGISTRANT INFORMATION

 

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

 

 

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PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Goodrich Petroleum Corporation (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016 (the “First Quarter 2016 Form 10-Q”), with the Securities and Exchange Commission (the “SEC”) within the prescribed time period because of the Company’s inability to timely process the required financial information and related disclosures for such fiscal quarter prior to the filing deadline without unreasonable effort and expense.

As previously disclosed in its Current Report on Form 8-K filed with the SEC on April 15, 2016, the Company and its subsidiary, Goodrich Petroleum Company, L.L.C., filed voluntary petitions (Case No. 16-31975) (the “Bankruptcy Petitions”) seeking relief under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for Southern District of Texas to pursue a pre-packaged Chapter 11 plan of reorganization. The significant additional time and resources required for the Bankruptcy Petitions and the related administrative requirements has resulted in the Company being unable to file its First Quarter 2016 Form 10-Q within the prescribed time period without unreasonable effort or expense.

The Company is working diligently to address these issues and anticipates that the First Quarter 2016 Form 10-Q will be filed on or before the fifth calendar day following its prescribed due date, as permitted by Rule 12b-25.

PART IV — OTHER INFORMATION

 

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

As a result of the matters discussed in Part III above, the Company is not in a position at this point to provide any specific estimate of anticipated significant changes in results of operations from the three month period ended March 31, 2015 to the three month period ended March 31, 2016 that may be reflected in the financial statements to be included in the Company’s Quarterly Report on Form 10-Q for the three month period ended March 31, 2016.

We, however, anticipate that total revenues for the three month period ended March 31, 2016 will be significantly lower than the three month period ended March 31, 2015, as a result of significantly lower commodity prices and production volumes.

The foregoing statements are based on our current expectations as of the date of this filing and involve a number of risks and uncertainties which may cause actual results to differ, as discussed further below. The risks include, but are not limited to, unexpected changes arising during the quarterly review procedures.

Certain statements contained in this Form 12b-25 include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements often include words such as “believe,” “expect,” “project,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecasts” or similar expressions. These statements are not guarantees of results, and our actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative, that could cause material impacts on the Company’s historical or anticipated financial results. The Company therefore cautions you against relying on these forward-looking statements. All forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and, except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise

 

 

 

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has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.