cpr-8k_20151208.htm

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On December 8, 2015, Chaparral Energy, Inc. (referred to herein as “we”, “us,” and “our”) distributed the slide show, attached hereto as Exhibit 99.1 and incorporated herein by reference, in conjunction with its presentation at the Wells Fargo Securities 14^th Annual Energy Symposium in New York, New York.

The investor presentation attached as an exhibit hereto contains certain references to adjusted EBITDA, which is a non-GAAP financial measure, as defined under Regulation G of the rules and regulations of the SEC.

Management uses adjusted EBITDA as a supplemental financial measurement to evaluate our operational trends. Items excluded generally represent non-cash adjustments, the timing and amount of which cannot be reasonably estimated and are not considered by management when measuring our overall operating performance. In addition, adjusted EBITDA is generally consistent with the Consolidated EBITDAX calculation that is used in the covenant ratio required under our senior secured revolving credit facility as described in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in our Quarterly Report on Form 10-Q for the three months ended September 30, 2015. We consider compliance with this covenant to be material. The calculation of Consolidated EBITDAX includes pro forma adjustments for property acquisitions and dispositions, and as a result of these adjustments, our Consolidated EBITDAX as calculated for covenant compliance purposes is higher than our adjusted EBITDA for the year ended December 31, 2013 and lower for the year ended December 31, 2014.

Adjusted EBITDA is used as a supplemental financial measurement in the evaluation of our business and should not be considered as an alternative to net income, as an indicator of our operating performance, as an alternative to cash flows from operating activities, or as a measure of liquidity. Adjusted EBITDA is not defined under GAAP and, accordingly, it may not be a comparable measurement to those used by other companies.

We define adjusted EBITDA as net income, adjusted to exclude (1) interest and other financing costs, net of capitalized interest, (2) income taxes, (3) depreciation, depletion and amortization, (4) unrealized gain or loss on ineffective portion of hedges and reclassification adjustments (5) non-cash change in fair value of non-hedge derivative instruments, (6) interest income, (7) stock-based compensation expense, (8) gain or loss on disposed assets, (9) upfront premiums paid on settled derivative contracts, (10) impairment charges, and (11) expenses associated with our cost reduction initiatives, transition, business optimization and other restructuring charges not to exceed $25.0 million in 2015 (as allowed under our senior secured revolving credit facility) and (12) other significant, unusual non-cash charges.

The following table provides a reconciliation of our net income to adjusted EBITDA for the specified periods:


	Nine months ended,			Year ended December 31,
(in thousands)	September 30, 2015			2014			2013			2012			2011			2010
Net income	$	(831,930)		$	209,293		$	55,687		$	64,403		$	42,048		$	33,713
Interest expense	83,202			104,241			96,876			98,402			96,720			81,370
Income tax (benefit) expense	(161,314)			124,443			32,849			37,837			35,924			23,803
Depreciation, depletion, and amortization	173,694			245,908			192,426			169,307			146,083			109,503
Unrealized (gain) loss on ineffective portion of hedges and reclassification adjustments	—			—			(37,134		)	(46,746		)	27,452			23,889
Non-cash change in fair value of non-hedge derivative instruments	67,883			(228,903		)	40,748			(12,411		)	(57,899		)	(2,523		)
Proceeds from monetization of derivatives with a scheduled maturity date more than 12 months from the monetization date included in EBITDA (1)	—			—			—			—			—			9,418
Upfront premiums paid on settled derivative contracts	—			(664		)	—			—			—			—
Interest income	(168		)	(117		)	(254		)	(225		)	(165		)	(144		)
Stock-based compensation expense	(32		)	3,172			4,933			3,065			3,747			2,600
Net gain on sale of assets	(1,448		)	(2,152		)	(670		)	(149		)	(1,284		)	(184		)
Loss on extinguishment of debt	—						—			21,714			20,592			2,241
Loss on impairment of assets	968,631						3,490			2,000			—			—
Cost reduction initiatives	9,739
Other non-cash charges	—			—			—			—			—			4,150
Adjusted EBITDA	$	308,257		$	455,221		$	388,951		$	337,197		$	313,218		$	287,836

(1) Through March 31, 2010, our calculation of adjusted EBITDA excluded any cash proceeds received from the monetization of derivatives with a scheduled maturity date more than 12 months following the date of such monetization.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Delaware	333-134748	73-1590941
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)



701 Cedar Lake Boulevard Oklahoma City, OK		73114
(Address of principal executive offices)		(Zip Code)



Exhibit Number		Description

99.1		Investor Presentation



December 8, 2015

	By:	/s/ JOSEPH O. EVANS
	Name:	Joseph O. Evans
	Title:	Chief Financial Officer and Executive Vice President


o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Item 7.01.	Regulation FD Disclosure.


Item 9.01.	Financial Statements and Exhibits.


	(d)	Exhibits.