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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 25, 2003
THE MERIDIAN RESOURCE CORPORATION
(Exact Name of Registrant As Specified In Its Charter)
TEXAS 76-0319553
(State or Other Jurisdiction 1-10671 (I.R.S. Employer
of Incorporation) (Commission File No.) Identification No.)
1401 ENCLAVE PARKWAY, SUITE 300
HOUSTON, TEXAS 77077
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
281-597-7000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
In June 2003, The Meridian Resource Corporation (the "Company", "we" or
"our") invited several accounting firms, including Ernst & Young LLP, the
Company's former independent accountant, to submit proposals to be engaged to
perform the Company's audit work. The Company's decision to invite such
proposals was approved by the Audit Committee of the Board of Directors of the
Company. Ernst & Young declined to submit a proposal.
On September 25, 2003, the Company retained the services of BDO Seidman
LLP as its new independent accountant to audit the Company's financial
statements. The retention of BDO Seidman was approved by the Audit Committee of
the Board of Directors of the Company. During the two years ended December 31,
2002 and during the subsequent interim period through the date of this report,
the Company has not consulted with BDO Seidman regarding the application of
accounting principles or the type of audit opinion that BDO Seidman might render
on the Company's financial statements.
Neither of the reports issued by Ernst & Young with respect to the
Company's financial statements for the years ended December 31, 2002 and 2001
contained an adverse opinion or a disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope or accounting principles, except that
Ernst & Young's report with respect to the year ended December 31, 2002
contained an explanatory paragraph indicating that there was substantial doubt
as to the Company's ability to continue as a going concern. Since that time, the
Company has issued and sold 8,703,537 shares of Common Stock at a purchase price
of $3.87 per share, resulting in net proceeds to the Company of approximately
$33.0 million, a portion of which has since been paid to its respective credit
facilities to address the liquidity issues related to the "going concern"
modification of Ernst & Young's report. See "Item 5. Other Events and Required
FD Disclosure" below.
During the two years ended December 31, 2002 and during the subsequent
interim period through the date of this report, the Company has had no
disagreement with Ernst & Young on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of Ernst & Young, would have
caused it to make reference to the subject matter of the disagreement in
connection with its report.
Ernst & Young informed the Company that, as part of Ernst & Young's
review of the Company's financial statements for the year ended December 31,
2002, Ernst & Young determined that there was a material weakness relating to
deficiencies in the internal controls of the Company's financial reporting
process, including the gathering and review of data presented in the financial
statement footnotes and in Management's Discussion and Analysis. This condition
did not lead to a disagreement. The Company has taken, and continues to take,
steps to adopt the recommendation of Ernst & Young to strengthen its financial
reporting process and to ensure the Company has sufficient in-house financial
reporting resources. Further, the Company has adopted additional procedures
which it believes will further strengthen its internal controls by requiring
more intensive internal review procedures. The Company has and continues to take
the necessary steps to insure the accuracy of all public reporting with proper
internal controls.
The Company provided to Ernst & Young a copy of the disclosures set
forth above. Ernst & Young's letter regarding these disclosures is attached as
Exhibit 16.1 to this report.
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
On September 12, 2003, the Company used a portion of the net proceeds
from its August 2003 equity sale to reduce indebtedness under its credit
facility with Societe Generale and under its
subordinated credit agreement with Fortis Capital Corporation. The Company
repaid $24,340,000 of the amount outstanding under its credit facility, reducing
the outstanding balance under the facility to $138,320,000. The Company also
repaid $7,500,000 of its subordinated debt, reducing the outstanding balance
under its subordinated credit agreement to $10,000,000.
FORWARD-LOOKING STATEMENTS
We believe that some statements contained in this report relate to
results or developments that we anticipate will or may occur in the future and
are not statements of historical fact. Those statements are "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934 (the "Exchange Act"). Words such as
"anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan",
"predict", "project", "will" and similar expressions identify forward-looking
statements. We have based these forward-looking statements on assumptions and
analyses made in light of our experience and our perception of historical
trends, current conditions, and expected future developments. However, you
should be aware that these forward-looking statements are only our predictions
and we cannot guarantee any such outcomes. Future events and actual results may
differ materially from the results set forth in or implied in the
forward-looking statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
EXHIBIT NO. DESCRIPTION
16.1 Letter, dated September 30, 2003, from Ernst & Young LLP to the
Securities and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE MERIDIAN RESOURCE CORPORATION
(Registrant)
/s/ Lloyd V. DeLano
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Lloyd V. DeLano
Senior Vice President
Date: September 30, 2003
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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16.1 Letter, dated September 30, 2003, from Ernst & Young LLP to the
Securities and Exchange Commission.