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 1934 |
For the quarterly period ended March 31, 2005
Or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934 |
For the transition period from to
Commission File Number: 1-7940
Goodrich Petroleum Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 76-0466193 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer ID. No.) | |
| 808 Travis Street, Suite 1320, Houston, Texas | 77002 | |
| (Address of principal executive offices) | (Zip Code) | |
(713) 780-9494
(Registrant’s telephone number, including area code)
None
(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. x Yes ¨ No
Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No
At May 9, 2005, there were 21,050,430 shares of Goodrich Petroleum Corporation common stock outstanding.
GOODRICH PETROLEUM CORPORATION
INDEX TO FORM 10-Q
March 31, 2005
2
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
| March 31, 2005 |
December 31, 2004 |
|||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS |
||||||||
| Cash and cash equivalents |
$ | 1,382,408 | $ | 3,449,210 | ||||
| Accounts receivable |
||||||||
| Trade and other, net of allowance |
6,003,386 | 7,183,356 | ||||||
| Accrued oil and gas revenue |
4,208,497 | 3,121,932 | ||||||
| Prepaid insurance and other |
403,588 | 631,472 | ||||||
| Fair value of interest rate derivative |
112,632 | — | ||||||
| Total current assets |
12,110,511 | 14,385,970 | ||||||
| PROPERTY AND EQUIPMENT |
||||||||
| Oil and gas properties (successful efforts method) |
174,527,385 | 159,903,454 | ||||||
| Furniture, fixtures and equipment |
855,425 | 821,236 | ||||||
| 175,382,810 | 160,724,690 | |||||||
| Less accumulated depletion, depreciation and amortization |
(52,058,531 | ) | (51,319,998 | ) | ||||
| Net property and equipment |
123,324,279 | 109,404,692 | ||||||
| OTHER ASSETS |
||||||||
| Restricted cash and investments |
2,039,000 | 2,039,000 | ||||||
| Deferred taxes |
6,317,655 | 2,070,000 | ||||||
| Other |
355,875 | 77,418 | ||||||
| Total other assets |
8,712,530 | 4,186,418 | ||||||
| TOTAL ASSETS |
$ | 144,147,320 | $ | 127,977,080 | ||||
See notes to consolidated financial statements.
3
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
| March 31, 2005 |
December 31, 2004 |
|||||||
| (unaudited) | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES |
||||||||
| Accounts payable |
$ | 23,549,546 | $ | 23,352,051 | ||||
| Accrued liabilities |
4,729,545 | 3,214,103 | ||||||
| Fair value of oil and gas derivatives |
13,377,264 | 1,834,195 | ||||||
| Fair value of interest rate derivatives |
— | 144,042 | ||||||
| Current portion of other non-current liabilities |
91,605 | 91,605 | ||||||
| Total current liabilities |
41,747,960 | 28,635,996 | ||||||
| LONG TERM DEBT |
35,500,000 | 27,000,000 | ||||||
| OTHER NON-CURRENT LIABILITIES |
||||||||
| Accrued abandonment costs |
6,885,286 | 6,718,895 | ||||||
| Production payment payable and other |
169,411 | 296,960 | ||||||
| Fair value of oil and gas derivatives |
1,889,916 | — | ||||||
| Fair value of interest rate derivatives |
— | 17,925 | ||||||
| Total liabilities |
86,192,573 | 62,669,776 | ||||||
| STOCKHOLDERS’ EQUITY |
||||||||
| Preferred stock; authorized 10,000,000 shares: |
||||||||
| Series A convertible preferred stock, par value $1.00 per share; issued and outstanding 791,968 shares (liquidation preference $10 per share, aggregating to $7,919,680) |
791,968 | 791,968 | ||||||
| Common stock, par value $0.20 per share; authorized 50,000,000 shares; issued and outstanding, 21,049,763 and 20,587,074 shares |
4,209,952 | 4,117,414 | ||||||
| Additional paid-in capital |
56,870,906 | 55,408,587 | ||||||
| Retained earnings |
3,247,303 | 9,555,977 | ||||||
| Unamortized restricted stock awards |
(2,615,854 | ) | (1,762,001 | ) | ||||
| Accumulated other comprehensive income (loss) |
(4,549,528 | ) | (2,804,641 | ) | ||||
| Total stockholders’ equity |
57,954,747 | 65,307,304 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ | 144,147,320 | $ | 127,977,080 | ||||
See notes to consolidated financial statements.
4
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
| Three Months Ended March 31, | |||||||
| 2005 |
2004 | ||||||
| REVENUES |
|||||||
| Oil and gas revenues |
$ | 13,010,795 | $ | 10,665,753 | |||
| Other |
129,219 | 98,739 | |||||
| Total revenues |
13,140,014 | 10,764,492 | |||||
| EXPENSES |
|||||||
| Lease operating expense |
2,243,688 | 1,514,868 | |||||
| Production taxes |
786,367 | 687,399 | |||||
| Depletion, depreciation and amortization |
5,846,100 | 2,707,229 | |||||
| Exploration |
1,524,207 | 936,825 | |||||
| General and administrative |
1,619,539 | 1,505,406 | |||||
| Interest expense |
307,078 | 216,931 | |||||
| Total expenses |
12,326,979 | 7,568,658 | |||||
| OTHER INCOME (EXPENSE) |
|||||||
| Unrealized gain (loss) on derivatives |
(10,422,805 | ) | — | ||||
| Gain (loss) on sale of assets |
151,196 | — | |||||
| Total other income (expense) |
(10,271,609 | ) | — | ||||
| INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |
(9,458,574 | ) | 3,195,834 | ||||
| Income taxes |
(3,308,101 | ) | 1,118,542 | ||||
| NET INCOME (LOSS) FROM CONTINUING OPERATIONS |
(6,150,473 | ) | 2,077,292 | ||||
| DISCONTINUED OPERATIONS INCLUDING GAIN ON SALE, NET OF INCOME TAXES |
— | 47,146 | |||||
| NET INCOME (LOSS) |
(6,150,473 | ) | 2,124,438 | ||||
| Preferred stock dividends |
158,201 | 158,365 | |||||
| NET INCOME (LOSS) APPLICABLE TO COMMON STOCK |
$ | (6,308,674 | ) | $ | 1,966,073 | ||
| NET INCOME (LOSS) PER COMMON SHARE - BASIC |
|||||||
| NET INCOME (LOSS) FROM CONTINUING OPERATIONS |
$ | (0.30 | ) | $ | 0.11 | ||
| DISCONTINUED OPERATIONS |
— | 0.01 | |||||
| NET INCOME (LOSS) |
$ | (0.30 | ) | $ | 0.12 | ||
| NET INCOME (LOSS) APPLICABLE TO COMMON STOCK |
$ | (0.30 | ) | $ | 0.11 | ||
| NET INCOME (LOSS) PER COMMON SHARE - DILUTED |
|||||||
| NET INCOME (LOSS) FROM CONTINUING OPERATIONS |
$ | (0.30 | ) | $ | 0.10 | ||
| DISCONTINUED OPERATIONS |
— | — | |||||
| NET INCOME (LOSS) |
$ | (0.30 | ) | $ | 0.10 | ||
| NET INCOME (LOSS) APPLICABLE TO COMMON STOCK |
$ | (0.30 | ) | $ | 0.09 | ||
| AVERAGE COMMON SHARES OUTSTANDING - BASIC |
20,784,058 | 18,413,570 | |||||
| AVERAGE COMMON SHARES OUTSTANDING - DILUTED |
20,784,058 | 20,796,148 | |||||
See notes to consolidated financial statements.
5
GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended March 31, |
||||||||
| 2005 |
2004 |
|||||||
| OPERATING ACTIVITIES |
||||||||
| Net income (loss) |
$ | (6,150,473 | ) | $ | 2,124,438 | |||
| Adjustments to reconcile net income to cash provided by operating activities |
||||||||
| Depletion, depreciation and amortization |
5,846,100 | 2,707,229 | ||||||
| Deferred income taxes |
(3,308,101 | ) | 1,143,928 | |||||
| Unrealized loss on derivatives |
10,422,805 | — | ||||||
| Amortization of leasehold costs |
542,234 | 201,334 | ||||||
| Dry hole expense |
641,579 | — | ||||||
| Loss on sale of assets |
(144,515 | ) | — | |||||
| Non-cash effect of discontinued operations |
— | 46,618 | ||||||
| Amortization of restricted stock |
243,339 | 59,000 | ||||||
| Other non-cash items |
— | 5,293 | ||||||
| Net change in: |
||||||||
| Accounts receivable |
93,405 | (1,249,337 | ) | |||||
| Prepaid insurance and other |
227,884 | 131,789 | ||||||
| Accounts payable |
197,496 | 1,769,434 | ||||||
| Accrued liabilities |
1,515,443 | 235,416 | ||||||
| Net cash provided by operating activities |
10,127,196 | 7,175,142 | ||||||
| INVESTING ACTIVITIES |
||||||||
| Capital expenditures |
(20,771,819 | ) | (5,682,514 | ) | ||||
| Proceeds from sale of assets |
130,086 | — | ||||||
| Net cash used in investing activities |
(20,641,733 | ) | (5,682,514 | ) | ||||
| FINANCING ACTIVITIES |
||||||||
| Principal payments of bank borrowings |
(5,500,000 | ) | (1,000,000 | ) | ||||
| Net proceeds from bank borrowings |
13,772,389 | — | ||||||
| Exercise of stock warrants and options |
457,665 | 122,897 | ||||||
| Production payments |
(124,118 | ) | (84,468 | ) | ||||
| Preferred stock dividends |
(158,201 | ) | (158,366 | ) | ||||
| Net cash provided by (used in) financing activities |
8,447,735 | (1,119,937 | ) | |||||