8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): August 18, 2003 (August 13, 2003)

GOODRICH PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-7940	76-0466193
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

808 Travis Street, Suite 1320 Houston, Texas	77002
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (713) 780-9494

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.	Description
99.1	Press release issued August 13, 2003

ITEMS 9 AND 12.     REGULATION FD DISCLOSURE; RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Goodrich Petroleum Corporation (the “Company”) issued a press release on August 13, 2003 reporting its second quarter 2003 financial results and providing an operational update on its recent drilling activities. The Company is furnishing the press release as Exhibit 99.1 to this Form 8-K.

In accordance with General Instruction B.2 of Form 8-K and Securities and Exchange Commission Release No. 33-8176, the Company is furnishing this information, including the press release, under Items 9 and 12 of Form 8-K. Therefore, the information is not deemed “filed” under Section 18 of the Securities and Exchange Act of 1934, as amended, nor is it deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended.

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 hereunto duly authorized.

GOODRICH PETROLEUM CORPORATION (Registrant)
By:	/s/    D. HUGHES WATLER, JR.
	D. Hughes Watler, Jr. Senior Vice President, Chief Financial Officer & Treasurer

Dated: August 18, 2003

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued August 13, 2003

EX-99.1

EXHIBIT 99.1

GOODRICH PETROLEUM ANNOUNCES

SECOND QUARTER 2003 FINANCIAL AND OPERATING RESULTS

Houston, Texas/Shreveport, Louisiana—August 13, 2003. Goodrich Petroleum Corporation today announced financial and operating results for the second quarter ended June 30, 2003, and also provided an operational update on its recent drilling activities.

QUARTERLY FINANCIAL RESULTS. Total revenues for the three months ended June 30, 2003 amounted to $7,883,000 versus $4,308,000 for the three months ended June 30, 2002. This increase resulted from higher prices for oil and gas as well as an increase in gas production volumes, partially offset by a decline in oil production volumes. In the second quarter of 2003, prices received by the Company were $6.16 per Mcf of gas and $31.30 per barrel of oil versus prices of $2.85 per Mcf of gas and $24.63 per barrel of oil in the second quarter of 2002.

In the three months ended June 30, 2003, the Company reported net income of $1,212,000, or $.07 per share, compared to a net loss of $780,000 ($.04 per share) in the prior year period. After giving effect to preferred stock dividends of $158,000, net income applicable to common stock was $1,054,000, or $.06 per share, in the second quarter of 2003 compared to a net loss of $949,000 ($.05 per share) in the prior year period.

Net cash flow from operations, before changes in working capital, was $4,712,000 in the three months ended June 30, 2003 compared to $114,000 in the three months ended June 30, 2002. Net changes in current assets and current liabilities resulted in a further $859,000 increase in working capital in the three months ended June 30, 2003 compared to a $131,000 increase in the three months ended June 30, 2002 (see accompanying table for a reconciliation of net cash flow from operations before changes in working capital, a non-GAAP measure, to net cash provided by operating activities).

YEAR-TO-DATE FINANCIAL RESULTS. Total revenues for the six months ended June 30, 2003 amounted to $14,961,000 versus $9,008,000 for the six months ended June 30, 2002. This increase resulted from higher prices for oil and gas as well as an increase in gas production volumes, partially offset by a decline in oil production volumes. In the six months ended June 30, 2003, prices received by the Company were $5.23 per Mcf of gas and $31.98 per barrel of oil versus prices of $2.76 per Mcf of gas and $22.33 per barrel of oil in the six months ended June 30, 2002.

In the six months ended June 30, 2003, the Company reported net income, before cumulative effect of change in accounting principle, of $1,774,000, or $.10 per share, compared to net income of $482,000, or $.03 per share, in the prior year period. Due to the adoption of a new accounting standard for asset retirement obligations, the Company recorded a cumulative effect of change in accounting principle amounting to $205,000 ($.01 per share) in the first quarter of 2003 reducing net income, before preferred stock dividends, to $1,569,000, or $.09 per share. After giving effect to preferred stock dividends of $317,000, net income applicable to common stock was $1,252,000,

or $.07 per share, in the six months ended June 30, 2003 compared to $159,000, or $.01 per share, in the prior year period.

Net income in the six months ended June 30, 2003 was negatively impacted by dry hole expense of $675,000 as well as by the Company recording non-cash charges to general and administrative expense of $403,000 related to the February 2003 issuance of 125,157 shares of common stock in lieu of cancelled stock options and $67,000 related to the initial vesting of employee stock awards of 150,000 shares of restricted common stock. Net income in the six months ended June 30, 2002 was positively impacted by non-operating gains on sales of oil and gas properties of $2,924,000, primarily resulting from the sale of a 30% interest in the Company’s Burrwood/West Delta fields in March 2002 for net proceeds of $12 million.

YEAR-TO-DATE CASH FLOW. Net cash flow from operations, before changes in working capital, was $7,811,000 in the six months ended June 30, 2003 compared to $1,011,000 in the six months ended June 30, 2002. Net changes in current assets and current liabilities resulted in a $1,613,000 decrease in working capital in the six months ended June 30, 2003 compared to a $802,000 increase in the six months ended June 30, 2002 (see accompanying table for a reconciliation of net cash flow from operations before changes in working capital, a non-GAAP measure, to net cash provided by operating activities).

Net cash used in investing activities was $10,389,000 in the six months ended June 30, 2003 compared to net cash provided by investing activities of $10,923,000 in the six months ended June 30, 2002. In the six months ended June 30, 2003, capital expenditures totaled $10,672,000 as the Company participated in the drilling of five new wells in its Burrwood/West Delta and Lafitte fields (four of which were successfully completed). In the same period, the Company sold its interests in the South Drew field in Louisiana and a property in the Ackerly field in Texas for gross proceeds of $284,000. In the six months ended June 30, 2002, total capital expenditures were $1,980,000, which were more than offset by proceeds from property sales of $12,903,000, primarily due to the sale of an interest in the Company’s Burrwood/West Delta fields.

Net cash provided by financing activities was $975,000 in the six months ended June 30, 2003 compared to net cash used in financing activities of $12,474,000 in the six months ended June 30, 2002. In the six months ended June 30, 2003, net borrowings under the Company’s senior credit facility provided cash of $1,500,000 toward funding of capital expenditures, while preferred stock dividends and production payments required cash of $535,000. In the six months ended June 30, 2002, net repayments under the Company’s senior credit facility reduced cash by $12,000,000, while preferred stock dividends and production payments required additional cash of $502,000. The cash resources for the net debt repayments in the six months ended June 30, 2002 were provided by the sale of an interest in the Company’s Burrwood/West Delta fields.

For the full year 2003, the Company anticipates making capital expenditures totaling approximately $20 million, which will be primarily directed toward the drilling of up to fifteen gross wells. The Company expects to finance its capital expenditures out of operating cash flow and borrowing capacity under its senior credit facility. As of June 30, 2003, borrowings outstanding under the credit facility were $20,000,000 against a borrowing base of $23,000,000. The Company anticipates that the next borrowing base redetermination will be performed in the

third quarter of 2003 once the Company’s lender completes its evaluation of production information on several new oil and gas wells completed in the first and second quarters of 2003.

PRODUCTION. Production for the second quarter of 2003 was an average daily rate of 15,002 Mcfe compared to an average daily rate of 12,838 Mcfe for the second quarter of 2002. Natural gas production volumes increased in the second quarter of 2003 to 748,113 Mcf from the second quarter 2002 level of 487,903 Mcf, while oil production volumes declined to 102,859 barrels from 113,400 barrels.

OPERATIONS UPDATE. Burrwood/West Delta Fields. In late June 2003, the Company announced the successful completion of an exploratory well on its Tunney prospect, State Lease 17203 No.1, in the West Delta 83 field in Plaquemines Parish, Louisiana. The well is currently producing at a gross rate of approximately 6,100 Mcf of gas and 1,100 barrels of condensate per day. The Company is producing the well at a reduced rate while waiting on additional surface production equipment to be installed, which is expected to be completed in late August. At that time, the Company anticipates gradually increasing production volumes and ultimately projects gross production of approximately 12,000 Mcf of gas and 1,800 barrels of condensate per day. The Company owns an approximate 46% working interest in the currently producing OJ reservoir, however, its working interest will revert to approximately 35% at payout. The Company owns an approximate 46% working interest in the remaining productive zones in the well.

OTHER INFORMATION. In this press release, the Company refers to a non-GAAP financial measure called net cash flow from operations before changes in working capital because of management’s belief that this measure is a financial indicator of the Company’s ability to internally generate operating funds. Management also believes that this non-GAAP financial measure of cash flow is useful information to investors because it is widely used by professional research analysts in the valuation and investment recommendations of companies within the oil and gas exploration and production industry. Net cash flow from operations before changes in working capital should not be considered an alternative to net cash provided by operating activities, as defined by GAAP.

Certain statements in this news release regarding future expectations and plans for future activities may be regarded as “forward looking statements” within the meaning of the Securities Litigation Reform Act. They are subject to various risks, such as financial market conditions, operating hazards, drilling risks, and the inherent uncertainties in interpreting engineering data relating to underground accumulations of oil and gas, as well as other risks discussed in detail in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.

Goodrich Petroleum is an independent oil and gas exploration and production company listed on the New York Stock Exchange. The majority of its properties are in Louisiana and Texas.

Selected Income Data	Three Months Ended June 30,
	2003			2002
Total Revenues	$	7,882,740		$	4,308,024
Lease Operating Expense		1,511,104			2,038,770
Production Taxes		515,959			402,158
Depletion, Depreciation and Amortization		1,608,391			1,247,873
Exploration		891,481			314,662
General and Administrative		1,088,901			1,377,284
Interest Expense		186,354			215,423
Gain (Loss) on Sale of Asset		(216,185	)		87,700
Income Before Income Taxes		1,864,365			(1,200,446	)
Income Taxes		652,028			(420,156	)
Net Income (Loss)		1,212,337			(780,290	)
Preferred Stock Dividends		158,366			168,223
Net Income (Loss) Applicable to Common Stock	$	1,053,971		$	(948,513	)
Income (Loss) Per Common Share—Basic
Net Income (Loss)	$	0.07		$	(0.04	)
Net Income (Loss) Applicable to Common Stock	$	0.06		$	(0.05	)
Income (Loss) Per Common Share—Diluted
Net Income (Loss)	$	0.06		$	(0.04	)
Net Income (Loss) Applicable to Common Stock	$	0.05		$	(0.05	)
Average Common Shares (Basic)		18,040,141			17,907,380
Average Common Shares (Diluted)		20,353,013			17,907,380
Selected Cash Flow Data
Operating cash flow, before changes in working capital (non GAAP)	$	4,711,979		$	113,691
Net changes in working capital		858,595			130,671
Net cash provided by operating activities (GAAP)	$	5,570,574		$	244,362
Selected Operating Data
Net Natural Gas Produced (Mcf)		748,113			487,903
Average Price Per Mcf	$	6.16		$	2.85
Net Crude Oil Produced (Bbl)		102,859			113,400
Average Price Per Bbl	$	31.30		$	24.63

Selected Income Data	Six Months Ended June 30,
	2003			2002
Total Revenues	$	14,961,219		$	9,007,706
Lease Operating Expense		3,268,289			4,025,818
Production Taxes		1,046,863			801,747
Depletion, Depreciation and Amortization		3,185,630			2,851,174
Exploration		1,444,953			760,420
General and Administrative		2,627,346			2,220,027
Interest Expense		421,851			531,840
Gain (Loss) on Sale of Asset		(237,267	)		2,924,201
Income Before Income Taxes		2,729,020			740,881
Income Taxes		954,657			259,308
Income Before Cumulative Effect		1,774,363			481,573
Cumulative Effect of Change in Accounting Principle		(205,293	)		—
Net Income		1,569,070			481,573
Preferred Stock Dividends		316,732			323,021
Net Income Applicable to Common Stock	$	1,252,338		$	158,552
Income Per Common Share—Basic
Income Before Cumulative Effect	$	0.10		$	0.03
Cumulative Effect of Change in Accounting Principle		(0.01	)		—
Net Income	$	0.09		$	0.03
Net Income Applicable to Common Stock	$	0.07		$	0.01
Income Per Common Share—Diluted
Income Before Cumulative Effect	$	0.09		$	0.02
Cumulative Effect of Change in Accounting Principle		(0.01	)		—
Net Income	$	0.08		$	0.02
Net Income Applicable to Common Stock	$	0.06		$	0.01
Average Common Shares (Basic)		18,005,931			17,901,868
Average Common Shares (Diluted)		20,239,856			20,272,839
Selected Cash Flow Data
Operating cash flow, before changes in working capital (non GAAP)	$	7,811,231		$	1,011,395
Net changes in working capital		(1,612,651	)		802,490
Net cash provided by operating activities (GAAP)	$	6,198,580		$	1,813,885
Selected Operating Data
Net Natural Gas Produced (Mcf)		1,479,142			1,220,085
Average Price Per Mcf	$	5.23		$	2.76
Net Crude Oil Produced (Bbl)		213,625			246,980
Average Price Per Bbl	$	31.98		$	22.33