10-K/A 1 a05-6758_110ka.htm 10-K/A

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-K/A

(Amendment No. 1)

 

For Annual and Transition Reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
(Mark One)

 

ý  Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended

December 31, 2004

 

o  Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Commission File Number: 000-50715

 

Transmeridian Exploration, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

76-0644935

(State or other jurisdiction of incorporation)

 

(I.R.S. Employer Identification Number)

 

 

 

397 N. Sam Houston Pkwy E, Suite 300

 

 

Houston, Texas

 

77060

(Address of principal executive office)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (281) 999-9091

 

Securities registered pursuant to Section 12(b) of the Exchange Act:  Common Stock.

 

Securities registered pursuant to Section 12(g) of the Exchange Act:  Common Stock.

 

Check 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  ý                No   o

 

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.       o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).  Yes  ý   No   o

 

The aggregate market value of the common stock held by non-affiliates of the Registrant was approximately $151,480,977on April 1, 2005 based upon the closing sale price of common stock on such date of $2.47 per share on the American Stock Exchange.  As of April 4, 2005, the Registrant had 80,092,318 shares of common stock issued and outstanding.

 

 


 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, originally filed on March 16, 2005 (the “Original Filing”). The registrant hereby amends and restates Item 9A of Part II to include Management’s Report on Internal Control over Financial Reporting and the Independent Registered Public Accounting Firm’s audit report on management’s assessment. The registrant also has amended Exhibit 21.1 (list of subsidiaries) and included as an exhibit consents of experts and its independent public accountant.  No other changes have been made to the Original Filing.

 

Item 9A.  Controls and Procedures

 

Corporate Disclosure Controls

 

Evaluation of Disclosure Controls and Procedures.

 

Based on our evaluation during the most recent quarter, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were effective as of December 31, 2004 to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

 

Changes in Internal Controls.

 

There have been no significant changes in our internal controls or in other factors that could significantly affect our disclosure controls and procedures subsequent to the date of the previously mentioned evaluation.

 

Management’s Report on Internal Control over Financial Reporting

 

Transmeridian’s management is responsible for establishing and maintaining adequate internal control over financial reporting for Transmeridian, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Under the supervision and with the participation of Transmeridian’s management, including our principal executive and principal financial officers, Transmeridian conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”). Based on this evaluation under the COSO Framework which was completed on April 1, 2005, management concluded that its internal control over financial reporting was effective as of December 31, 2004.

 

Management’s assessment of the effectiveness of Transmeridian’s internal control over financial reporting as of December 31, 2004 has been audited by John A. Braden & Company, P.C., an independent registered public accounting firm who audited Transmeridian’s consolidated financial statements as of and for the year ended December 31, 2004, as stated in their report which is included herein.

 

Report of Independent Registered Public Accounting Firm

 

 The Board of Directors and Stockholders

 

 Transmeridian Exploration, Inc.:

 

We have audited management’s assessment, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, that Transmeridian Exploration, Inc. 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 (COSO). Transmeridian Exploration, Inc.’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

 

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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.

 

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 Transmeridian Exploration, Inc. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, Transmeridian Exploration, Inc. maintained, in all material respects, 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 (COSO).

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Transmeridian Exploration, Inc. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss) and cash flows for each of the years in the three-year period ended December 31, 2004, and our report dated March 14, 2005 expressed an unqualified opinion on those consolidated financial statements.

 

John A. Braden & Company, P.C.

 

April 19, 2005

 

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PART IV

 

Item 15.  Exhibits, Financial Statements and Schedules and Reports on Form 8-K

 

(a)          The following documents are filed as part of this report:

 

Exhibits

 

Exhibit
Number

 

Description

 

Incorporation by Reference

21.1

 

List of Subsidiaries

 

Filed Herewith

 

 

 

 

 

23.1

 

Consent of John A. Braden & Co., P.C. 

 

Filed Herewith 

 

 

 

 

 

23.2

 

Consent of Ryder Scott Company, L.P.

 

Filed Herewith

 

 

 

 

 

31.1

 

Rule 13a-14(a) Certification of Chief Executive Officer

 

Filed Herewith

 

 

 

 

 

31.2

 

Rule 13a-14(a) Certification of Chief Financial Officer

 

Filed Herewith

 

 

 

 

 

32.1

 

Section 1350 Certification of Chief Executive Officer

 

Filed Herewith

 

 

 

 

 

32.2

 

Section 1350 Certification of Chief Financial Officer

 

Filed Herewith

 

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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 annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Transmeridian Exploration, Inc.

 

 

 

 

 

/s/ Lorrie T. Olivier

 

 

Lorrie T. Olivier

 

Chairman of the Board of Directors, President and Chief
Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Date

 

Signature

 

Title

 

 

 

 

 

April 20, 2005

 

/s/ Lorrie T. Olivier

 

 

Chairman of the Board of Directors,

 

 

Lorrie T. Olivier

 

President and Chief Executive Officer

 

 

 

 

 

April 20, 2005

 

/s/ Earl W. McNiel

 

 

Vice President and Chief Financial Officer

 

 

Earl W. McNiel

 

 

 

 

 

 

 

April 20, 2005

 

/s/ Bruce A. Falkenstein

 

 

Vice President of Exploration and

 

 

Bruce A. Falkenstein

 

Geology

 

 

 

 

 

April 20, 2005

 

/s/Joseph S. Thornton

 

 

Vice President of Operations

 

 

Joseph S. Thornton

 

 

 

 

 

 

 

April 20, 2005

 

/s/ Charles J. Campise

 

 

Corporate Controller

 

 

Charles J. Campise

 

 

 

 

 

 

 

April 20, 2005

 

/s/ Marvin Carter

 

 

Director

 

 

Marvin Carter

 

 

 

 

 

 

 

April 20, 2005

 

/s/ James H. Dorman

 

 

Director

 

 

James H. Dorman

 

 

 

 

 

 

 

April 20, 2005

 

/s/ Philip J. McCauley

 

 

Director

 

 

Philip J. McCauley

 

 

 

 

 

 

 

April 20, 2005

 

/s/ J. Fernando Zúñiga y Rivero

 

 

Director

 

 

J. Fernando Zuniga y Rivero

 

 

 

 

 

 

 

April 20, 2005

 

/s/ George E. Reese

 

 

Director

 

 

George E. Reese

 

 

 

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