SEC Comment Letter for GRAN TIERRA ENERGY INC. (GTE) (CIK 0001273441) (GTE) — May 10, 2017
GRAN TIERRA ENERGY INC. (GTE) (CIK 0001273441)
Date: May 10, 2017 · CIK: 0001273441 · Accession: 0000000000-17-016491
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-34018
Letter
Mail Stop 4628 May 10 , 2017 Via Email Mr. Gary Guidry, President and Chief Executive Officer, Director Gran Tierra Energy Inc. 900, 520 – Avenue SW Calgary, Alberta Canada T2P 0R3
Re: Gran Tierra Energy Inc. Form 10-K for the Fiscal Year ended December 31 , 2016 Filed March 1, 2017 File No. 001-34018
Dear Mr. Guidry :
We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10 -K for the Fiscal Year e nded December 31, 2016
Management’s Discu ssion and Analysis of Financial Condition and Results of Operations, page 48
Consolidated Results of Continuing Operations for the Year Ended December 31, 2016, Compared with the Results for the Years Ended December 31, 2015 and 2014, page 55
Funds Flow From Continuing Operations, page 62
1. We note you present the non -GAAP measure identified as Funds Flow From Continuing Operations without presenting the most directly comparable GAAP measure. See Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016 and review this guidance when preparing your next filing .
Mr. Gary Guidry Gran Tierra Energy Inc. May 10, 2017 Page 2
2. We note that you present Funds Flow from Continuing Operations for a ll periods presented and utilize this measure to analyze your liquidity. Please revise your presentation to comply with Item 10(e) (1)(ii)(A) of Regulation S -K which prohibits exclusion of charges or liabilities that required or will require cash settleme nt from non -GAAP liquidity measures.
Form 8 -K filed May 3 , 2017
Exhibit 99.1
3. The presentation in your earnings release pertaining to your 201 7 first quarter results, including the bullet point s under Key Highlights , result s in non -GAAP measures being presented with greater prominence than GAAP measures . See Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016 and review this guidance when preparing your next earnings release.
Form 8 -K filed March 1 , 2017
Exhibit 99.1
4. We note that you disclose net asset value of $4.85 per share, based on before tax net present value discounted at 10% o f 2P reserves. It appears that all estimates of proved, probable and possible reserves and related futu re net revenue disclosed in th e press release have been prepared in accordance with NI 51 -101. Please tell us how you considered providing disclosures of reserves and net asset value based on SEC and FASB standards to supplement those disclosed under NI 51 -101, to the extent the measures are material ly different .
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact Joseph Klinko at (202) 551 -3824 or John Cannarella at (202) 551 -3337 if you have questions regarding comments on the financial statements and related matters. Please contact me at (202) 551 -3686 with any other questions.
Sincerely,
/s/ Karl Hiller
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Mail Stop 4628 May 10 , 2017 Via Email Mr. Gary Guidry, President and Chief Executive Officer, Director Gran Tierra Energy Inc. 900, 520 – Avenue SW Calgary, Alberta Canada T2P 0R3 Re: Gran Tierra Energy Inc. Form 10-K for the Fiscal Year ended December 31 , 2016 Filed March 1, 2017 File No. 001-34018 Dear Mr. Guidry : We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10 -K for the Fiscal Year e nded December 31, 2016 Management’s Discu ssion and Analysis of Financial Condition and Results of Operations, page 48 Consolidated Results of Continuing Operations for the Year Ended December 31, 2016, Compared with the Results for the Years Ended December 31, 2015 and 2014, page 55 Funds Flow From Continuing Operations, page 62 1. We note you present the non -GAAP measure identified as Funds Flow From Continuing Operations without presenting the most directly comparable GAAP measure. See Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016 and review this guidance when preparing your next filing . Mr. Gary Guidry Gran Tierra Energy Inc. May 10, 2017 Page 2 2. We note that you present Funds Flow from Continuing Operations for a ll periods presented and utilize this measure to analyze your liquidity. Please revise your presentation to comply with Item 10(e) (1)(ii)(A) of Regulation S -K which prohibits exclusion of charges or liabilities that required or will require cash settleme nt from non -GAAP liquidity measures. Form 8 -K filed May 3 , 2017 Exhibit 99.1 3. The presentation in your earnings release pertaining to your 201 7 first quarter results, including the bullet point s under Key Highlights , result s in non -GAAP measures being presented with greater prominence than GAAP measures . See Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016 and review this guidance when preparing your next earnings release. Form 8 -K filed March 1 , 2017 Exhibit 99.1 4. We note that you disclose net asset value of $4.85 per share, based on before tax net present value discounted at 10% o f 2P reserves. It appears that all estimates of proved, probable and possible reserves and related futu re net revenue disclosed in th e press release have been prepared in accordance with NI 51 -101. Please tell us how you considered providing disclosures of reserves and net asset value based on SEC and FASB standards to supplement those disclosed under NI 51 -101, to the extent the measures are material ly different . We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Joseph Klinko at (202) 551 -3824 or John Cannarella at (202) 551 -3337 if you have questions regarding comments on the financial statements and related matters. Please contact me at (202) 551 -3686 with any other questions. Sincerely, /s/ Karl Hiller Karl Hiller, Branch Chief Office of Natural Resources