SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NOTIFICATION OF LATE FILING
ý Form 10-K
☐ Form 20-F
☐ Form 11-K
☐ Form 10-Q
☐ Form 10-D
☐ Form N-CEN
☐ Form N-CSR
For Period Ended: December 31, 2019
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
ROSEHILL RESOURCES INC.
Full Name of Registrant
KLR Energy Acquisition Corp.
Former Name if Applicable
16200 Park Row Suite 300
Address of Principal Executive Office (Street and Number)
Houston, TX 77084
City, State and Zip Code
PART II -- RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate)
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Rosehill Resources Inc. (the “Company”) is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”) by the prescribed filing date due to a delay experienced by the Company in completing its financial statements and other disclosures in the Annual Report. This delay principally relates to the Company’s evaluation of the impact of global economic uncertainty due to the COVID-19 pandemic and of the decline in commodity prices. The Company anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date.
PART IV -- OTHER INFORMATION
(1)Name and telephone number of person to contact in regard to this notification
R. Craig Owen
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
ý Yes ☐ No
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
ý Yes ☐ No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
For the year ended December 31, 2019, the Company currently expects to report a net loss attributable to the Company, as compared to net income attributable to the Company of $26.7 million for the year ended December 31, 2018. This change between years is primarily driven by gain (loss) on commodity derivative instruments and income tax related items. The full year 2019 is expected to include a pre-tax loss on commodity derivative instruments compared to the full year 2018 that included a $92.6 million pre-tax gain on commodity derivative instruments. Additionally, income tax expense and other tax related items for full year 2019 are expected to be significantly greater than full year 2018. Operating income is expected to be comparable between the years. The financial analysis set forth herein is based on preliminary unaudited results, which will not be final and are subject to change until the Company files its audited financial statements in the Form 10-K.
The statements included in this Form 12b-25 regarding the Company’s financial performance and results of operations, in each case as expected to be reported, the expected filing date of the Form 10-K and other statements that are not historical facts are “forward- looking statements” within the meaning of Section 27A of the Securities and Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although management believes the expectations reflected in those forward-looking statements are reasonable, no assurance can be given that they will prove to have been correct. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. Factors that could cause actual results to differ materially from expected results include changes in commodity and world economic conditions, the impact of the COVID-19 pandemic and the finalization and audit of the Partnership’s consolidated financial statements, as well as other factors described in the Company’s filings with the U.S. Securities and Exchange Commission.
ROSEHILL RESOURCES, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 30, 2020
/s/ R. Craig Owen
R. Craig Owen
Senior Vice President and Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).