GDP » Topics » ITEM 8.01 Other Events

This excerpt taken from the GDP 8-K filed Sep 18, 2009.

ITEM 8.01 Other Events

On May 9, 2008, the FASB issued FASB Staff Position Accounting Principles Board (“APB”) 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlements) (the “FSP”). The FSP requires the issuer of certain convertible debt instruments that may be settled in cash on conversion to separately account for the liability and equity components in a manner that reflects the issuer’s nonconvertible debt borrowing rate. The resulting debt discount would be amortized over the period the convertible debt is expected to be outstanding as additional non-cash interest expense. The effective date of the FSP is for financial statements issued for fiscal years beginning after December 15, 2008. The FSP did not permit earlier application, however does require retrospective application to all periods presented in the financial statements (with the cumulative effect of the change reported in retained earnings as of the beginning of the first period presented). Our $175 million 3.25% convertible senior notes due 2026 are affected by this new standard.

Goodrich Petroleum Corporation adopted the standard on January 1, 2009 and reported operations with respect to the adoption in the Quarterly Reports on Form 10-Q for the three months ended March 31, 2009 and for the three and six months ended June 30, 2009.

This Current Report on Form 8-K was prepared to provide revised financial information that retrospectively applies the adopted standard to all periods presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009 (“2008 Form 10-K”). It should be noted that cash and operating income (loss) were not impacted by the reclassification as a result of the retrospective application on the adoption of the standard.

Please note, the Company has not otherwise updated the financial information or business discussion for activities or events occurring after the date this information was presented in the Company’s 2008 Form 10-K. You should read the Company’s Quarterly Reports on Form 10-Q for the three months ended March 31, 2009, for the three and six months ended June 30, 2009 and Current Reports on Form 8-K and any amendments thereto, for updated information.

This filing includes updated information for the following items included in our 2008 Form 10-K:

Part II, Item 6. Selected Financial Data

Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of operations

Part II, Item 8. Financial Statements and Supplementary Data


ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits




Exhibit Description

12.1    Ratio of Earnings to Fixed Charges
12.2    Ratio of Earnings to Fixed Charges and Preference Securities Dividends
23.1    Consent of Independent Registered Public Accounting Firm

Consent of Independent Registered Public Accounting Firm

23.3    Consent of Independent Petroleum Engineers and Geologists
99.1    Updates to Goodrich Petroleum Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008




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.



/s/ David R. Looney

David R. Looney
Executive Vice President & Chief Financial Officer

Dated: September 18, 2009



This excerpt taken from the GDP 8-K filed Feb 21, 2006.

Item 8.01 Other Events


Goodrich Petroleum Corporation today announced that it completed the previously announced redemption of the Company’s Series A Convertible Preferred Stock. Of the 790,968 previously outstanding shares of Series A Convertible Preferred Stock, holders of 15,539 shares elected to convert such shares into a net total of 6,466 shares of the Company’s Common Stock and the remaining 775,429 shares were redeemed for $12 per share, plus accrued dividends. The total redemption cost to the Company was approximately $9.4 million and was funded from available cash resources.


This excerpt taken from the GDP 8-K filed Jan 17, 2006.

Item 8.01. Other Events


On January 16, 2006, Goodrich Petroleum Corporation (the “Company”) announced that its Board of Directors has approved the redemption of its Series A Convertible Preferred Stock (the “Preferred Stock”) pursuant to the terms of the Company Restated Certificate of Incorporation, as amended. The Record Date set for the redemption is January 16, 2006 and the Redemption Date is February 17, 2006. There are a total of 791,968 shares of Preferred Stock issued and outstanding and the shares trade on the NASDAQ Small-Cap Market under the symbol “GDPAP”. The terms of the Preferred Stock give the holders the option to convert at any time into shares of the Company’s common stock, par value $0.20 per share (the “Common Stock”), at a ratio of 0.4167 shares of Common Stock for each share of Preferred Stock. The Company is mailing a Redemption Notice to holders of record of the Preferred Stock, advising them that, if they do not exercise their option to convert into Common Stock on or before February 16, 2006, the Company will redeem their Preferred Stock shares for cash at $12 per share, plus accrued and unpaid dividends since December 31, 2005. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.


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