UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number 3235-0058
Washington, D.C. 20549 Expires: March 31, 2006
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FORM 12b-25
SEC FILE NUMBER
NOTIFICATION OF LATE FILING 0-19118
CUSIP NUMBER
003830106
(Check one):[X]Form 10-K [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form 10-D
[ ]Form N-SAR [ ]Form N-SAR
For Period Ended: December, 31, 2005
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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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
Abraxas Petroleum Corporation
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Full Name of Registrant
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Former Name if Applicable
500 N. Loop 1604 East, Suite 100
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Address of Principal Executive Office (Street and Number)
San Antonio, Texas 78232
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City, State and Zip Code
PART II -- RULES 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)
| (a) The reasons described in reasonable detail in Part III of this
| form could not be eliminated without unreasonable effort or
| expense
|
| (b) The subject annual report, semi-annual report, transition
| report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
| N-CSR, or portion thereof, will be filed on or before the
[X] | 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
|
| (c) 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-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
SEC 1344(03-05)Persons who are to respond to the collection of information
contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
Abraxas Petroleum Corporation (the "Registrant") could not file its Form 10-K
for the year ended December 31, 2005 without unreasonable effort or expense
because the Registrant is still in the process of providing information
necessary for its independent auditors to complete: (i) their audit of the
Registrant's financial statements for the year ended December 31, 2005, and (ii)
their audit of management's assessment of the effectiveness of Registrant's
internal control over financial reporting as of December 31, 2005 in accordance
with Section 404 of the Sarbanes-Oxley Act of 2002 and the related rules of the
Public Company Accounting Oversight Board.
The Registrant anticipates that it will be able to file its Form 10-K within the
additional 15 day period specified in Rule 12b-25(b)(2)(ii).
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Chris E. Williford 210 490-4788
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(Name) (Area Code) (Telephone Number)
(2) 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).[X] Yes No[ ]
(3) 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? Yes [X] 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.
On March 6, 2006, the Company furnished a Form 8-K to the Securities
and Exchange Commission incorporating a press release that announced the
Company's financial results for the quarter and fiscal year ended December
31, 2005. The Company reported net income in 2005, from continuing
operations, of $6.3 million (or $0.16 per share) compared to a net loss in
2004 of $9.6 million (or $0.26 per share), from continuing operations,
excluding the income tax benefit in 2004 of $6.1 million related to the
Grey Wolf IPO and the $12.6 million gain on debt redemption booked as a
result of the refinancing completed in October of 2004. Net income in 2005,
including discontinued operations, of $16.9 million (or $0.43 per share)
compares to net income in 2004 of $12.4 million (or $0.34 per share),
including discontinued operations.
On March 16, 2006, the Company issued a press release revising the
previously reported earnings as a result of the accounting treatment of its
gain on the disposition of Grey Wolf in February 2005. The change in
accounting treatment resulted in an increase of $2.2 million in income from
discontinued operations.
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Abraxas Petroleum Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 16, 2006 By /s/Chris E. Williford
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Chris E. Williford
Executive 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.
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ATTENTION Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
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