UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: DECEMBER 31, 2004 Commission file number: 1-10671
THE MERIDIAN RESOURCE CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 76-0319553
(State of incorporation) (I.R.S. Employer Identification No.)
1401 ENCLAVE PARKWAY, SUITE 300, HOUSTON, TEXAS 77077
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 281-597-7000
Securities registered pursuant to Section 12(b) of the Act:
(Title of each class) (Name of each exchange on which registered)
Common Stock, $0.01 par value New York Stock Exchange
Rights to Purchase Preferred Shares New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [ ]
Aggregate market value of shares of common stock held by
non-affiliates of the Registrant at June 30, 2004 $ 495,384,386
Number of shares of common stock outstanding at March 1, 2005: 79,215,394
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this Form (Items 10, 11, 12, 13 and 14)
is incorporated by reference from the registrant's Proxy Statement to be filed
on or before May 2, 2005.
EXPLANATORY NOTE
This Amendment No. 1 (this "Amendment") to the Form 10-K of The Meridian
Resource Corporation ("Meridian", the "Company", "we", "our", or "us") for the
year ended December 31, 2004 (the "Form 10-K"), which was originally filed on
March 16, 2005, is being filed to delete the check mark on the cover page of the
Form 10-K relating to Item 405 of Regulation S-K and to include Management's
Annual Report on Internal Controls Over Financial Reporting and our independent
registered public accounting firm's assessment of that report. ITEM 9A.
"CONTROLS AND PROCEDURES" has been amended to include these reports and Item 15
has been amended to reflect the filing of the relevant exhibits with this
Amendment and no other sections were affected. This Amendment is filed pursuant
to Securities and Exchange Commission Release No. 34-50754, which provides an
extension for the filing of these items.
This Amendment does not affect the original financial statements or
footnotes as originally filed. This Amendment does not reflect events occurring
after the original filing of the Form 10-K, and does not modify or update the
disclosures therein in any way other than as required to reflect the amendments
as described above and set forth below.
As a result of these amendments, the certifications pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, filed as exhibits to the Form 10-K, have
been re-executed and re-filed as of the date of this Form 10-K/A.
ITEM 9A. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
We conducted an evaluation under the supervision and with the
participation of Meridian's management, including our Chief Executive Officer,
President and Chief Accounting Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rule
13a-14(c) under the Securities Exchange Act of 1934) as of the end of the fourth
quarter of 2004. Based upon that evaluation, our Chief Executive Officer,
President and Chief Accounting Officer concluded that the design and operation
of our disclosure controls and procedures are effective. There have been no
significant changes in our internal controls or in other factors during the
fourth quarter of 2004 that could significantly affect these controls except as
noted below.
In the course of preparing our first management report on internal control
over financial reporting as required by Section 404 of the Sarbanes-Oxley Act,
we identified, and remediated in the fourth quarter of 2004, certain material
weaknesses in the system of internal controls. The adjustments to the Company's
consolidated financial statements resulting from such remediation were not
material, either individually or in the aggregate. The material weaknesses that
were remediated related to (a) a lack of effective controls over the coding of
certain workover invoices, (b) controls over the revenue accrual process and (c)
a lack of proper segregation of duties associated with the initiation and
execution of wire transfers.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining a system of
adequate internal control over the Company's financial reporting, which is
designed to provide reasonable assurance regarding the preparation of reliable
published consolidated financial statements. All internal control systems, no
matter how well designed, have inherent limitations. Therefore, even those
systems determined to be
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effective can provide only reasonable assurance with respect to financial
statement preparation and presentation.
The Company's management assessed the effectiveness of the Company's
system of internal control over financial reporting as of December 31, 2004. In
making this assessment, the Company's management used the criteria for effective
internal control over financial reporting described in "Internal Control -
Integrated Framework" that the Committee of Sponsoring Organizations of the
Treadway Commission issued.
Based on its assessment using those criteria, management believes that, as
of December 31, 2004, the Company's system of internal control over financial
reporting was effective.
The Company's independent registered public accounting firm has issued an
attestation report on our assessment of the Company's internal control over
financial reporting, which report follows.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL
CONTROL OVER FINANCIAL REPORTING
To the Stockholders and Board of Directors
The Meridian Resource Corporation
We have audited management's assessment, included in Management's Annual
Report on Internal Control Over Financial Reporting, that The Meridian Resource
Corporation and subsidiaries (the "Company") maintained effective internal
control over financial reporting as of December 31, 2004, based on criteria
established in Internal Control--Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (the COSO criteria). The
Company's management is responsible for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
management's assessment and an opinion on the effectiveness of the Company's
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating management's assessment, testing
and evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company's internal
control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
In our opinion, management's assessment that the Company maintained
effective internal control over financial reporting as of December 31, 2004, is
fairly stated, in all material respects, based on the COSO criteria. Also, in
our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2004, based on the
COSO criteria.
BDO Seidman, LLP
Houston, Texas
April 29, 2005
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
EXHIBITS
23.1 Consent of BDO Seidman, LLP
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or
Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended
31.2 Certification of President pursuant to Rule 13a-14(a) or Rule 15d-14(a)
under the Securities Exchange Act of 1934, as amended
31.3 Certification of Chief Accounting Officer pursuant to Rule 13a-14(a) or
Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
THE MERIDIAN RESOURCE CORPORATION
BY: /s/ JOSEPH A. REEVES, JR.
--------------------------
Chief Executive Officer
Date: May 2, 2005
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INDEX TO EXHIBITS
23.1 Consent of BDO Seidman, LLP
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or
Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended
31.2 Certification of President pursuant to Rule 13a-14(a) or Rule 15d-14(a)
under the Securities Exchange Act of 1934, as amended
31.3 Certification of Chief Accounting Officer pursuant to Rule 13a-14(a) or
Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended
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