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

March 26, 2007 (March 20, 2007)
Date of Report (Date of earliest event reported)

GOODRICH PETROLEUM CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	001-7940	76-0466193
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification Number)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Press Release

Item 2.01. Completion of Acquisition or Disposition or Assets.

           On March 20, 2007, Goodrich Petroleum Corporation (the “Company”) and Malloy Energy Company, L.L.C., a New York limited liability company (“Malloy,” and collectively with the Company, the “Sellers”) closed the sale of substantially all of Sellers’ assets in South Louisiana to Hilcorp Energy, L.L.P., a Texas limited partnership (“Hilcorp”) pursuant to the Purchase and Sale Agreement dated January 12, 2007 between the Sellers and Hilcorp (the “Purchase and Sale Agreement”). The Chairman of the Company’s Board of Directors, Mr. Patrick E. Malloy, III, is the President and controlling stockholder of Malloy. The entry into the Purchase and Sale Agreement was previously disclosed in the Company’s Current Report on Form 8-K dated January 19, 2007 (the “January 19, 2007 Current Report”).

           The total consideration paid by Hilcorp for the Company’s share of the assets was approximately $77 million. A detailed description of the assets sold to Hilcorp can be found in the Purchase and Sale Agreement, which was filed as Exhibit 10.1 to the Company’s January 19, 2007 Current Report, and this description is qualified in its entirety by reference to such exhibit.

          The Company issued a press release on March 21, 2007, to announce the closing of the previously announced sale of substantially all of the Company’s South Louisiana assets. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K.

Item 9.01. Financial Statements and Other Exhibits

     (b) Pro Forma Financial Information

          Unaudited pro forma financial information of Goodrich Petroleum Corporation to give effect to the sale of substantially all of our South Louisiana assets is included in this report as pages 4 through 8.

• Condensed Consolidated Balance Sheet as of December 31, 2006

• Condensed Consolidated Statement of Operations for the Year ended December 31, 2006

• Condensed Consolidated Statement of Operations for the Year ended December 31, 2005

• Condensed Consolidated Statement of Operations for the Year ended December 31, 2004

     (d) Exhibits

Exhibit No.	Description
99.1	Press Release dated March 21, 2007.

GOODRICH PETROLEUM CORPORATION
Introduction to the Unaudited Pro Forma Financial Statements

     The following unaudited pro forma condensed consolidated financial statements of Goodrich Petroleum Corporation (the “Company”) adjust the historical financial statements of the Company for the disposition of substantially all of the Company’s South Louisiana assets. The disposition closed on March 20, 2007.

     The historical condensed consolidated financial information of the Company set forth below has been derived from the historical audited condensed consolidated financial statements of the Company included in the Annual Report on Form 10-K for the year ended December 31, 2006.

     The unaudited pro forma condensed consolidated statements presented do not purport to represent what the results of operations or financial position of the Company would actually have been had the disposition occurred on the dates noted above, or to project the results of operations or financial position of the Company for any future periods. The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable. The adjustments are directly attributable to the disposition and are expected to have a continuing impact on the financial position and results of operations of the Company. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed consolidated financial information have been made.

     The unaudited pro forma condensed consolidated financial statements should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the historical financial statements and related notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2006.

GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
December 31, 2006

				Pro Forma
(Thousands of dollars)	As Reported			Adjustments			Pro Forma
Assets
Current assets:
Cash and cash equivalents	$	6,184		$	52,539	(a)	$	58,723
Fair value of oil and gas derivatives		13,419			—			13,419
Other current assets		21,567			(8,389	)   (b)		13,178
Total current assets		41,170			44,150			85,320
Property and Equipment:
Total property and equipment		577,129			(131,703	)   (b)		445,426
Less: Accumulated depletion, depreciation and amortization		(156,509	)		62,735	(b)		(93,774	)
Net property and equipment		420,620			(68,968	)		351,652
Other assets:
Deferred tax asset		9,705			(701	)   (c)		9,004
Other assets		7,769			(2,039	)   (b)		5,730
Total other assets		17,474			(2,740	)		14,734
Total assets	$	479,264		$	(27,558	)	$	451,706
Liabilities and Stockholders’ Equity
Total current liabilities	$	63,337		$	(3,782	)   (b)	$	59,555
Long term-debt		201,500			(26,500	)   (a)		175,000
Accrued abandonment costs		9,294			(6,100	)   (b)		3,194
Total liabilities		274,131			(36,382	)		237,749
Stockholders’ Equity:
Series B convertible preferred stock-$1.00 par value		2,250			—			2,250
Common stock-$0.20 par value		5,049			—			5,049
Additional paid in capital		213,666			—			213,666
Retained deficit		(14,571	)		7,523			(7,048	)
Accumulated other comprehensive gain (loss)		(1,261	)		1,301	(c)		40
Total stockholders’ equity		205,133			8,824			213,957
Total liabilities and stockholders’ equity	$	479,264		$	(27,558	)	$	451,706

(a)	To adjust for the receipt of approximately $77 million in cash received from Hilcorp at closing which was used to pay off outstanding balances on our Senior Credit Facility revolver ($26.5 million) with the excess of $50.5 million reflected as an adjustment to our cash balance. Cash also includes restricted cash related to our South Louisiana assets sold to Hilcorp.
(b)	To eliminate the assets and liabilities attributable to our South Louisiana assets sold to Hilcorp.
(c)	To eliminate the effects of derivative instruments assigned to our South Louisiana assets sold to Hilcorp.

GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
Year Ended December 31, 2006

				Pro Forma
(Thousands of dollars)	As Reported			Adjustments			Pro Forma
Total Revenues	$	116,154		$	(41,073	) (a)	$	75,081
Operating Expenses:
Lease operating expense		21,877			(9,056	) (a)		12,821
Production taxes		5,993			(3,380	) (a)		2,613
Transportation		4,013			—			4,013
Depreciation, depletion and amortization		52,642			(15,163	) (a)		37,479
Exploration		15,058			(905	) (a)		14,153
Impairment of oil and gas properties		24,790			—			24,790
General and administrative		17,223			—			17,223
(Gain) loss on sale of assets		(23	)		—			(23	)
Other		1,709			(1,709	) (a)		—
Total Operating Expenses		143,282			(30,213	)		113,069
Operating Income (loss)		(27,128	)		(10,860	)		(37,988	)
Other income (expense):
Interest expense		(7,845	)		5,775	(b)		(2,070	)
Gain (loss) on derivatives not qualifying for hedge accounting		38,128			(38,128	) (c)		—
Loss on early extinguishment of debt		(612	)		612	(b)		—
		29,671			(31,741	)		(2,070	)
Income (loss) from continuing operations before income taxes		2,543			(42,601	)		(40,058	)
Income tax (expense) benefit		(904	)		14,910	(d)		14,006
Net earnings (loss) from continuing operations	$	1,639		$	(27,691	)	$	(26,052	)
Basic earnings per common share from continuing operations	$	0.07					$	(1.04	)
Diluted earnings per common share from continuing operations	$	0.06					$	(1.04	)

(a)	To eliminate the revenues and direct operating expenses for our South Louisiana assets sold to Hilcorp.
(b)	To adjust interest expense to give effect to the repayment of a portion of our outstanding credit facilities using the approximate $77 million in proceeds from the sale of our South Louisiana assets to Hilcorp. Also, to eliminate the loss on early extinguishment of debt considering the receipt of proceeds from the sale.
(c)	To adjust for the changes in fair value of derivative instruments that did not qualify for cash flow hedge accounting treatment, but which were designated as economic hedges of oil and gas production from our South Louisiana assets sold to Hilcorp.
(d)	To adjust income tax expense for the effects of the pro forma adjustments based on the federal statutory tax rate of 35%.

GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
Year Ended December 31, 2005

				Pro Forma
(Thousands of dollars)	As Reported			Adjustments			Pro Forma
Total Revenues	$	69,403		$	(33,350	) (a)	$	36,053
Operating Expenses:
Lease operating expense		9,931			(5,892	) (a)		4,039
Production taxes		4,053			(3,491	) (a)		562
Transportation		558			—			558
Depreciation, depletion and amortization		25,563			(13,062	) (a)		12,501
Exploration		6,867			(227	) (a)		6,640
Impairment of oil and gas properties		340			—			340
General and administrative		8,622			—			8,622
(Gain) loss on sale of assets		(235	)		—			(235	)
Other		512			(422	) (a)		90
Total Operating Expenses		56,211			(23,094	)		33,117
Operating Income (loss)		13,192			(10,256	)		2,936
Other income (expense):
Interest expense		(2,359	)		2,359	(b)		—
Gain (loss) on derivatives not qualifying for hedge accounting		(37,680	)		37,680	(c)		—
		(40,039	)		40,039			—
Income (loss) from continuing operations before income taxes		(26,847	)		29,783			2,936
Income tax (expense) benefit		9,397			(10,424	) (d)		(1,027	)
Net earnings (loss) from continuing operations	$	(17,450	)	$	19,359		$	1,909
Basic earnings per common share from continuing operations	$	(0.75	)				$	0.08
Diluted earnings per common share from continuing operations	$	(0.75	)				$	0.08

(a)	To eliminate the revenues and direct operating expenses for our South Louisiana assets sold to Hilcorp.
(b)	To adjust interest expense to give effect to the repayment of a portion of our outstanding credit facilities using the approximate $77 million in proceeds from the sale of our South Louisiana assets to Hilcorp.
(c)	To adjust for the changes in fair value of derivative instruments that did not qualify for cash flow hedge accounting treatment, but which were designated as economic hedges of oil and gas production from our South Louisiana assets sold to Hilcorp.
(d)	To adjust income tax expense for the effects of the pro forma adjustments based on the federal statutory tax rate of 35%.

GOODRICH PETROLEUM CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
Year Ended December 31, 2004

				Pro Forma
(Thousands of dollars)	As Reported			Adjustments			Pro Forma
Total Revenues	$	45,012		$	(37,952	) (a)	$	7,060
Operating Expenses:
Lease operating expense		7,402			(6,786	) (a)		616
Production taxes		3,105			(2,701	) (a)		404
Transportation		—			—			—
Depreciation, depletion and amortization		11,562			(9,550	) (a)		2,012
Exploration		4,426			(24	) (a)		4,402
Impairment of oil and gas properties		—			—			—
General and administrative		5,821			—			5,821
(Gain) loss on sale of assets		(50	)		—			(50	)
Other		—			—			—
Total Operating Expenses		32,266			(19,061	)		13,205
Operating Income (loss)		12,746			(18,891	)		(6,145	)
Other income (expense):
Interest expense		(1,110	)		1,110	(b)		—
Gain (loss) on derivatives not qualifying for hedge accounting		2,317			(2,317	) (c)		—
Gain on litigation judgment		2,118			(2,118	) (e)		—
		3,325			(3,325	)		—
Income (loss) from continuing operations before income taxes		16,071			(22,216	)		(6,145	)
Income tax (expense) benefit		1,707			7,775	(d)		9,482
Net earnings (loss) from continuing operations	$	17,778		$	(14,441	)	$	3,337
Basic earnings per common share from continuing operations	$	0.91					$	0.17
Diluted earnings per common share from continuing operations	$	0.87					$	0.16

(a)	To eliminate the revenues and direct operating expenses for our South Louisiana assets sold to Hilltop.
(b)	To adjust interest expense to give effect to the repayment of a portion of our outstanding credit facilities using the approximate $77 million in proceeds from the sale of our South Louisiana assets to Hilcorp.
(c)	To adjust for the changes in fair value of derivative instruments that did not qualify for cash flow hedge accounting treatment, but which were designated as economic hedges of oil and gas production from our South Louisiana assets sold to Hilcorp.
(d)	To adjust income tax expense for the effects of the pro forma adjustments based on the federal statutory tax rate of 35%.
(e)	To eliminate the gain on litigation judgment related to our South Louisiana assets sold to Hilcorp.

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)
 

/s/ David R. Looney  

David R. Looney 

Executive Vice President & Chief Financial Officer 

Dated: March 26, 2007

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated March 21, 2007.

EX-99.1

Exhibit 99.1

Goodrich Petroleum Corporation

808 Travis, Suite 1320
Houston, Texas 77002
(713) 780-9494
Fax (713) 780-9254

Contact:
Robert C. Turnham, Jr., President	Traded: NYSE (GDP)
David R. Looney, Chief Financial Officer

FOR IMMEDIATE RELEASE

GOODRICH PETROLEUM ANNOUNCES CLOSING AND SALE OF SOUTH
LOUISIANA ASSETS

Houston, Texas – March 21, 2007. Goodrich Petroleum Corporation today announced that it has closed on the previously announced agreement to sell substantially all of its assets in South Louisiana for approximately $100 million with an effective date of July 1, 2006. The closing price has been adjusted for cash flow from the properties since the effective date and estimated through March 31, 2007. As such, the adjusted closing sale price net to the Company is approximately $77 million.

Commenting on the sale, Walter G. “Gil” Goodrich, Vice-Chairman and CEO said, “The closing of this transaction completes the strategic shift we initiated in 2004 when we entered into the Cotton Valley trend of East Texas and Northwest Louisiana. In addition to allowing us to focus completely on the Cotton Valley trend, the transaction further strengthens our balance sheet and provides meaningful incremental capital which will assist in funding our 2007 capital expenditure budget of $275 million, all of which is earmarked for development in the Cotton Valley trend.”

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.