8-K

UNITED STATES

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 8, 2006 (August 7, 2006)

Commission file number: 001-7940

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 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

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:

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On August 7, 2006, the Company issued a press release announcing its financial and operating results for the second quarter ended June 30, 2006. The text of the press release concerning forward-looking statements and factors that may affect our future results, is attached hereto as Exhibit 99.1

The information in this item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
99.1	Press Release issued August 7, 2006

2

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/ David R. Looney
	David R. Looney
	Executive Vice President &
	Chief Financial Officer

Dated: August 8, 2006

3

EX-99.1

Exhibit 99.1

NEWS from

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 SECOND QUARTER

FINANCIAL RESULTS AND OPERATIONAL UPDATE

• Revenues more than double compared to second quarter of 2005

• Company production volumes grow by over 100% compared to second quarter of 2005 and 20% sequentially over first quarter of 2006

• Net volumes in Cotton Valley trend grow by approximately 50% sequentially from the first quarter of 2006

• The Company conducted drilling operations on 30 Cotton Valley trend wells during the second quarter, increasing the number of total wells currently drilled to 128 with a 100% success rate

Houston, Texas – August 7, 2006. Goodrich Petroleum Corporation today announced its financial and operating results for the second quarter ended June 30, 2006.

REVENUES

Total revenues for the second quarter of 2006 increased by 126% to $30.6 million, versus $13.6 million for the second quarter of 2005, primarily due to a 103% increase in natural gas and crude oil production and a 55% increase in the average net oil price to $58.04 per barrel of oil.

OPERATING INCOME

Operating income, defined as revenues minus operating expenses, was approximately $2.2 million for the second quarter of 2006, compared to $0.1 million in the second quarter of 2005.

NET INCOME

Net income for the second quarter of 2006 was $4.3 million versus a $0.4 million net loss for the second quarter of 2005. Net income applicable to common stock for the second quarter of 2006 was $2.8 million, or $0.11 per basic share, compared to a net loss applicable to common stock for the second quarter of 2005 of $0.6 million, or $0.03 per basic share.

CASH FLOW

Earnings before interest, taxes, DD&A and exploration (“EBITDAX”) for the second quarter of 2006 increased by 126% to $19.1 million, compared to $8.4 million in the second quarter of 2005 (see accompanying table for a reconciliation of EBITDAX, a non-GAAP measure, to net cash provided by operating activities).

Discretionary cash flow, defined as net cash provided by operating activities before changes in working capital, increased by 131% to $17.1 million for the second quarter of 2006, compared to $7.4 million in the second quarter of 2005 (see accompanying table for a reconciliation of discretionary cash flow, a non-GAAP measure, to net cash provided by operating activities).

PRODUCTION

Net production volumes in the second quarter of 2006 increased by more than 100% to approximately 4.0 billion cubic feet equivalent (“Bcfe”) or 43,700 thousand cubic feet equivalent (“Mcfe”) per day, compared to second quarter 2005 volumes of 2.0 Bcfe or 21,600 Mcfe per day, and increased by approximately 20%, on a sequential basis, from the first quarter of 2006. Eighty three percent of the Company’s production for the second quarter of 2006 was natural gas. All of the Company’s production volume increases were achieved from organic drillbit growth in the Cotton Valley trend.

Approximately 75% of net production volumes for the second quarter of 2006 came from Cotton Valley trend wells, versus approximately 36% of net production volumes in the second quarter of 2005 and 60% in the first quarter of 2006. The Company’s net Cotton Valley trend volumes increased by approximately 50% sequentially, to 32,800 Mcfe per day versus approximately 22,000 Mcfe per day in the first quarter. The Company has added approximately 25,000 Mcfe per day of net Cotton Valley production volumes from the year ago period. The Company’s net Cotton Valley trend volumes of 32,800 Mcfe per day produced from an average 86 net wells, or approximately 380 net Mcfe per day, per well. Gross Cotton Valley trend volumes increased by 40% sequentially over the first quarter of 2006, to approximately 49,000 Mcfe per day, from an average of 96 gross wells producing for the quarter, or approximately 500 gross Mcfe per day, per well.

OPERATING EXPENSES

Lease operating expense (“LOE”) for the quarter was $4.7 million, or $1.18 per Mcfe of production, versus $2.3 million, or $1.17 per Mcfe for the second quarter of 2005. The primary reason for the increase in LOE for the second quarter of 2006 was due to expenses in our South Louisiana operations, including uninsured losses associated with hurricane damage expenditures and P&A costs for several older non-operated wells. The impact of these items increased LOE by $0.17 per Mcfe. Cotton Valley LOE for the quarter was approximately $0.65 per Mcfe.

Depreciation, depletion and amortization (“DD&A”) expense for the second quarter of 2006 was $13.1 million, or $3.29 per Mcfe, versus $5.7 million, or $2.93 per Mcfe in the second quarter of 2005. The increase in DD&A per Mcfe was primarily due to higher production volumes coming from fields with higher DD&A rates. General and administrative (“G&A”) expense for the second quarter of 2006 was $4.2 million, or $1.06 per Mcfe, versus $1.8 million, or $0.92 per Mcfe in the second quarter of 2005. The increase in G&A was primarily due to the hiring of additional employees and expensing of certain stock based compensation. Of the $4.2 million of G&A for the quarter, $1.4 million, or $0.35 per Mcfe, was related to non cash stock based compensation, of which $0.9 million was associated with option expenses, which were not required to be expensed prior to 2006.

CAPITAL EXPENDITURES

Capital expenditures for the second quarter of 2006 totaled $80.3 million compared to $37.4 million in the second quarter of 2005. Of the $80.3 million, $63.8 million was incurred on the drilling and completion of Cotton Valley trend wells, $10.2 million was incurred on South Louisiana wells and facilities, $4.4 million was incurred on leasehold acquisitions of 13,000 net acres in the Cotton Valley trend and $1.9 million was incurred on other facilities.

During the first six months of 2006, the Company conducted drilling operations on approximately 50 gross wells in the Cotton valley trend and five wells in the South Louisiana transition zone. During the second quarter, the Company had 31 gross wells drilling (30 in the Cotton Valley Trend), with approximately 87% of the capital expenditures in the quarter associated with activities in the Cotton Valley trend. The Company funded its capital expenditures in the second quarter of 2006 through a combination of cash flow from operations, available cash and increased borrowings.

HEDGING

The Company reported a net gain on derivatives not qualifying for hedge accounting of $5.9 million ($3.8 million net of tax) for the second quarter of 2006, comprised of an unrealized gain of $5.4 million on its ineffective oil and gas hedges, a realized gain of approximately $0.2 million on its ineffective natural gas hedges and a $0.3 million unrealized gain related to interest rate swaps that did not qualify for hedge accounting treatment.

OPERATIONAL UPDATE

Cotton Valley Trend

Through July 31, 2006 the Company has drilled and logged 128 wells (116 wells through the second quarter) in the Cotton Valley trend with a 100% success rate, with 119 currently producing and 9 waiting on completion.

The 128 wells were drilled and logged at the following fields:

• Dirgin Beckville - 48

• North Minden - 55

• Bethany Longstreet - 10

• South Henderson - 6

• Cotton South - 6

• Blocker - 2

• Cotton - 1

The Company has added approximately 13,000 net acres in the trend since the first quarter, at an all-in cost of approximately $340 per net acre, bringing the total to approximately 142,000 gross (94,000 net) acres.

In June 2006, the Company entered into an agreement with a third party covering the Company’s “deep rights” in approximately 20,500 acres on its Cotton Prospect in Nacogdoches County, Texas. The Company assigned 50% of its 40% interest in the deep rights, defined as the rights below the top of the Knowles Lime Formation at 12,901’ below the surface, while reserving 100% of its rights above that depth. In exchange for the assignment of 50% of its deep rights, the Company will receive $1.6 million and be carried on the drilling costs for its remaining 50% interest in a 16,500’ “Bossier Sand” test on the Cotton Prospect within 18 months from execution of the agreement. In the event the “Bossier Sand” test well is not drilled during the 18-month period, the Company will be entitled to a non-participation fee of $4.0 million. The initial payment of $1.6 million has been accounted for as a reduction in the Company’s cost basis for the Cotton Prospect.

South Louisiana

As previously announced, the Company drilled and logged its Gueymard No. 1 well, its initial test well at the St. Gabriel Field in Iberville and Ascension Parishes, which encountered approximately 60 feet of net pay. The well is awaiting final completion and preliminarily tested at a gross production rate of approximately 4,000 Mcf of gas per day and 200 barrels of oil per day, with 5,000 pounds of flowing tubing pressure. The Company owns a 70% working interest in the well.

In the Burrwood/West Delta 83 Field, the Company has drilled its Norton II well to total depth and logged over 60 feet of net oil and natural gas pay in the 10,500’ sand. The well is currently producing at a gross rate of approximately 1,700 Mcf per day and 85 barrels of oil per day. The Company owns a 65% working interest in the well.

In the Lafitte Field, the Company has drilled two successful wells during 2006 as previously announced. The Company owns a 49% working interest in the wells.

OTHER INFORMATION

In this press release, the Company refers to two non-GAAP financial measures, EBITDAX and discretionary cash flow, because of management’s belief that these measures are financial indicators of the Company’s ability to internally generate operating funds. Management also believes that these non-GAAP financial measures of cash flow are useful information to investors because they are widely used by professional research analysts in the valuation and investment recommendations of companies within the oil and gas exploration and production industry. EBITDAX and discretionary cash flow should not be considered as alternatives 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 under the symbol “GDP”. The majority of its properties are in Louisiana and Texas.

GOODRICH PETROLEUM CORPORATION

SELECTED INCOME DATA

(In Thousands, Except Per Share Amounts)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Total Revenues	$	30,626		$	13,541		$	55,877		$	26,364
Operating expenses
Lease operating expense		4,670			2,288			8,254			4,532
Production taxes		1,631			971			3,215			1,757
Transportation		1,676			52			1,676			91
Depletion, depreciation and amortization		13,091			5,745			22,923			11,591
Exploration		1,870			2,418			3,364			3,942
General and administrative		4,195			1,805			7,966			3,425
Gain on sale of assets		—			(18	)		—			(169	)
Other		1,259			176			1,259			400
		28,392			13,437			48,657			25,569
Operating income		2,234			104			7,220			795
Other income (expense)
Interest expense		(1,502	)		(519	)		(2,197	)		(826	)
Gain (loss) on derivative instruments not qualifying for hedge accounting		5,881			(269	)		19,423			(10,112	)
		4,379			(788	)		17,226			(10,938	)
Income (loss) before income taxes		6,613			(684	)		24,446			(10,143	)
Income tax (expense) benefit		(2,315	)		239			(8,556	)		3,547
Net Income (loss)		4,298			(445	)		15,890			(6,596	)
Preferred stock dividends		1,512			158			2,993			316
Preferred stock redemption premium		9			—			1,545			—
Net income (loss) applicable to common stock	$	2,777		$	(603	)	$	11,352		$	(6,912	)
Net income (loss) per common share
Basic	$	0.17		$	(0.02	)	$	0.64		$	(0.30	)
Diluted	$	0.17		$	(0.02	)	$	0.63		$	(0.30	)
Net income (loss) applicable to common stock per common share
Basic	$	0.11		$	(0.03	)	$	0.46		$	(0.31	)
Diluted	$	0.11		$	(0.03	)	$	0.45		$	(0.31	)
Weighted average shares basic		24,936			23,461			24,898			22,129
Weighted average shares diluted		25,446			23,461			25,406			22,129

GOODRICH PETROLEUM CORPORATION

SELECTED FINANCIAL AND OPERATING DATA

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Selected Cash Flow Data (In Thousands)
Reconciliation of EBITDAX to Net Cash
Provided by Operating Activities:
EBITDAX	$	19,096		$	8,443		$	33,821		$	17,130
Exploration		(1,870	)		(2,418	)		(3,364	)		(3,942	)
Prospect amortization		1,326			657			2,484			1,199
Gain on sale of assets		—			(18	)		—			(169	)
Interest expense		(1,502	)		(519	)		(2,197	)		(826	)
Dry hole costs		20			1,247			20			1,888
Net changes in working capital		12,161			12,217			24,240			14,509
Net cash provided by operating activities	$	29,231		$	19,609		$	55,004		$	29,789
Reconciliation of Discretionary Cash Flow to Net Cash Provided by Operating Activities:
Discretionary cash flow	$	17,070		$	7,392		$	30,764		$	15,280
Net changes in working capital		12,161			12,217			24,240			14,509
Net cash provided by operating activities (GAAP)	$	29,231		$	19,609		$	55,004		$	29,789
Selected Operating Data
Production
Natural gas (MMcf)		3,295			1,194			5,915			2,520
Oil and condensate (MBbls)		113			128			224			226
Total (Mmcfe)		3,974			1,962			7,261			3,876
Mcfe per day		43,670			21,561			40,116			21,420
Average sales price per unit:
Natural gas (per Mcf)	$	6.91		$	7.14		$	7.01		$	6.77
Oil (per Bbl)		58.04			37.35			57.07			38.00
Natural gas and oil (Mcfe)		7.39			6.77			7.47			6.62
Expenses per Mcfe
Lease operating expense	$	1.18		$	1.17		$	1.14		$	1.17
Production tax		0.41			0.49			0.44			0.45
DD&A		3.29			2.93			3.16			2.99
Exploration		0.47			1.23			0.46			1.02
General and Administrative		1.06			0.92			1.10			0.88