Delaware
|
||
(State or other jurisdiction of incorporation or organization)
|
||
1-12935
|
20-0467835
|
|
(Commission File Number)
|
(I.R.S. Employer
Identification No.)
|
|
5320 Legacy Drive
Plano, Texas
|
75024
|
|
(Address of principal executive offices)
|
(Zip code)
|
Registrant’s telephone number, including area code: (972) 673-2000
|
N/A
|
||
(Former name or former address, if changed since last report)
|
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))
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Exhibit Number
|
Description of Exhibit
|
99.1
|
Denbury Press Release, dated November 3, 2011
|
|
Denbury Resources Inc.
|
|
(Registrant)
|
By: |
/s/ Alan Rhoades
|
|||||
Alan Rhoades
|
||||||
Date: November 3, 2011
|
Vice President and Chief Accounting Officer
|
THREE MONTH FINANCIAL HIGHLIGHTS
|
|
|
|
|
|
|
||
(Amounts in thousands of U.S. dollars, except per share and unit data)
|
|
|
|
|
|
|
||
(Unaudited)
|
|
|
|
|
|
|
||
|
|
|
Three Months Ended
|
|
|
|
||
|
|
|
September 30,
|
|
|
Percentage
|
||
|
|
|
2011
|
|
2010
|
|
|
Change
|
Revenues
|
|
|
|
|
|
|
||
|
Oil sales
|
552,281
|
|
426,896
|
|
+
|
29%
|
|
|
Natural gas sales
|
13,242
|
|
33,889
|
|
-
|
61%
|
|
|
CO2 sales and transportation fees
|
6,541
|
|
4,653
|
|
+
|
41%
|
|
|
Interest income and other income
|
4,441
|
|
1,265
|
|
+
|
>100%
|
|
|
|
Total revenues and other income
|
576,505
|
|
466,703
|
|
+
|
24%
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
||
|
Lease operating expenses
|
136,531
|
|
131,768
|
|
+
|
4%
|
|
|
Production taxes and marketing expenses
|
36,949
|
|
35,542
|
|
+
|
4%
|
|
|
CO2 discovery and operating expenses
|
1,358
|
|
2,488
|
|
-
|
45%
|
|
|
General and administrative expense
|
28,906
|
|
37,115
|
|
-
|
22%
|
|
|
Interest expense, net
|
37,617
|
|
53,331
|
|
-
|
29%
|
|
|
Depletion, depreciation and amortization expense
|
101,978
|
|
111,602
|
|
-
|
9%
|
|
|
Derivatives expense (income)
|
(210,154)
|
|
31,854
|
|
-
|
>100%
|
|
|
Transaction and other costs related to the Encore Merger
|
-
|
|
11,470
|
|
-
|
100%
|
|
|
|
Total expenses
|
133,185
|
|
415,170
|
|
-
|
68%
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
443,320
|
|
51,533
|
|
+
|
>100%
|
||
|
|
|
|
|
|
|
|
|
Income tax provision (benefit)
|
|
|
|
|
|
|
||
|
Current income taxes
|
(5,331)
|
|
3,704
|
|
-
|
>100%
|
|
|
Deferred income taxes
|
172,981
|
|
16,595
|
|
+
|
>100%
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income
|
275,670
|
|
31,234
|
|
+
|
>100%
|
||
|
Less: net income attributable to noncontrolling interest
|
-
|
|
(2,130)
|
|
-
|
100%
|
|
|
|
|
|
|
|
|
|
|
NET INCOME ATTRIBUTABLE TO DENBURY STOCKHOLDERS
|
275,670
|
|
29,104
|
|
+
|
>100%
|
||
|
|
|
|
|
|
|
|
|
Net income per common share
|
|
|
|
|
|
|
||
|
Basic
|
0.69
|
|
0.07
|
|
+
|
>100%
|
|
|
Diluted
|
0.68
|
|
0.07
|
|
+
|
>100%
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
|
|
|
|
||
|
Basic
|
399,040
|
|
395,913
|
|
+
|
1%
|
|
|
Diluted
|
403,311
|
|
401,093
|
|
+
|
1%
|
|
|
|
|
|
|
|
|
|
|
Production (daily - net of royalties)
|
|
|
|
|
|
|
||
|
Oil (barrels)
|
61,984
|
|
64,233
|
|
-
|
4%
|
|
|
Gas (mcf)
|
29,079
|
|
80,983
|
|
-
|
64%
|
|
|
BOE (6:1)
|
66,830
|
|
77,730
|
|
-
|
14%
|
|
|
|
|
|
|
|
|
|
|
Unit sales price (including derivative settlements)
|
|
|
|
|
|
|
||
|
Oil (per barrel)
|
96.52
|
|
71.63
|
|
+
|
35%
|
|
|
Gas (per mcf)
|
7.35
|
|
6.38
|
|
+
|
15%
|
|
|
BOE (6:1)
|
92.72
|
|
65.84
|
|
+
|
41%
|
|
|
|
|
|
|
|
|
|
|
Unit sales price (excluding derivative settlements)
|
|
|
|
|
|
|
||
|
Oil (per barrel)
|
96.85
|
|
72.24
|
|
+
|
34%
|
|
|
Gas (per mcf)
|
4.95
|
|
4.55
|
|
+
|
9%
|
|
|
BOE (6:1)
|
91.98
|
|
64.44
|
|
+
|
43%
|
|
|
|
Three Months Ended
|
|
|
|
||
|
|
|
September 30,
|
|
|
Percentage
|
||
|
|
|
2011
|
|
2010
|
|
|
Change
|
|
|
|
|
|
|
|
|
|
Derivative contracts
|
|
|
|
|
|
|
||
Cash receipt on settlements
|
4,570
|
|
10,036
|
|
-
|
54%
|
||
Non-cash fair value derivative adjustments
|
205,584
|
|
(41,890)
|
|
-
|
>100%
|
||
|
Total income (expense) from derivative contracts
|
210,154
|
|
(31,854)
|
|
-
|
>100%
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP financial measure (1)
|
|
|
|
|
|
|
||
Net income attributable to Denbury stockholders (GAAP measure)
|
275,670
|
|
29,104
|
|
+
|
>100%
|
||
Non-cash fair value adjustments on derivative contracts (net of taxes)
|
(127,462)
|
|
25,972
|
|
-
|
>100%
|
||
Transaction and other costs related to the Encore merger (net of taxes)
|
-
|
|
7,111
|
|
-
|
100%
|
||
Cumulative effect of CO2 accounting policy revision (net of taxes)
|
-
|
|
(5,964)
|
|
-
|
100%
|
||
Adjustments attributable to noncontrolling interest
|
-
|
|
(3,566)
|
|
-
|
100%
|
||
|
Adjusted net income excluding certain items (non-GAAP measure)
|
148,208
|
|
52,657
|
|
+
|
>100%
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP financial measure (1)
|
|
|
|
|
|
|
||
Consolidated net income (GAAP measure)
|
275,670
|
|
31,234
|
|
+
|
>100%
|
||
Adjustments to reconcile to cash flow from operations:
|
|
|
|
|
|
|
||
|
Depletion, depreciation and amortization
|
101,978
|
|
111,602
|
|
-
|
9%
|
|
|
Deferred income taxes
|
172,981
|
|
16,595
|
|
+
|
>100%
|
|
|
Non-cash fair value derivative adjustments
|
(205,584)
|
|
41,890
|
|
-
|
>100%
|
|
|
Other
|
12,657
|
|
18,582
|
|
-
|
32%
|
|
Adjusted cash flow from operations (non-GAAP measure)
|
357,702
|
|
219,903
|
|
+
|
63%
|
||
|
Net change in assets and liabilities relating to operations
|
(41,963)
|
|
(11,419)
|
|
+
|
>100%
|
|
Cash flow from operations (GAAP measure)
|
315,739
|
|
208,484
|
|
+
|
51%
|
||
|
|
|
|
|
|
|
|
|
Oil and natural gas capital investments (excluding Encore Merger)
|
271,464
|
|
183,036
|
|
+
|
48%
|
||
CO2 capital investments
|
34,135
|
|
23,054
|
|
+
|
48%
|
||
Pipelines and plants capital investments
|
43,737
|
|
60,980
|
|
-
|
28%
|
||
Proceeds from sales of properties
|
29,166
|
|
28,642
|
|
+
|
2%
|
||
Cash paid in Riley Ridge acquisition
|
199,233
|
|
-
|
|
|
N/A
|
||
|
|
|
|
|
|
|
|
|
BOE data (6:1)
|
|
|
|
|
|
|
||
|
Oil and natural gas revenues
|
91.98
|
|
64.44
|
|
+
|
43%
|
|
|
Gain on settlements of derivative contracts
|
0.74
|
|
1.40
|
|
-
|
47%
|
|
|
Lease operating expenses
|
(22.21)
|
|
(18.43)
|
|
+
|
21%
|
|
|
Production taxes and marketing expenses
|
(6.01)
|
|
(4.97)
|
|
+
|
21%
|
|
|
|
Production netback
|
64.50
|
|
42.44
|
|
+
|
52%
|
|
Non-tertiary CO2 operating margin
|
0.84
|
|
0.30
|
|
+
|
>100%
|
|
|
General and administrative expense
|
(4.70)
|
|
(5.19)
|
|
-
|
9%
|
|
|
Transaction and other costs related to the Encore Merger
|
-
|
|
(1.60)
|
|
-
|
100%
|
|
|
Net cash interest expense and other income
|
(4.80)
|
|
(6.57)
|
|
-
|
27%
|
|
|
Current income taxes and other
|
2.34
|
|
1.37
|
|
+
|
71%
|
|
|
Changes in assets and liabilities relating to operations
|
(6.83)
|
|
(1.60)
|
|
+
|
>100%
|
|
|
|
Cash flow from operations
|
51.35
|
|
29.15
|
|
+
|
76%
|
|
|
|
|
|
|
|
|
|
(1) See "Non-GAAP Measures" at the end of this report.
|
|
|
|
|
|
|
NINE MONTH FINANCIAL HIGHLIGHTS
|
|
|
|
|
|
|
||
(Amounts in thousands of U.S. dollars, except per share and unit data)
|
|
|
|
|
|
|
||
(Unaudited)
|
|
|
|
|
|
|
||
|
|
|
Nine Months Ended
|
|
|
|
||
|
|
|
September 30,
|
|
|
Percentage
|
||
|
|
|
2011
|
|
2010
|
|
|
Change
|
Revenues
|
|
|
|
|
|
|
||
|
Oil sales
|
1,621,047
|
|
1,176,085
|
|
+
|
38%
|
|
|
Natural gas sales
|
41,767
|
|
103,614
|
|
-
|
60%
|
|
|
CO2 sales and transportation fees
|
16,808
|
|
13,840
|
|
+
|
21%
|
|
|
Gain on sale of interest in Genesis
|
-
|
|
101,537
|
|
-
|
100%
|
|
|
Interest income and other income
|
12,445
|
|
7,658
|
|
+
|
63%
|
|
|
|
Total revenues and other income
|
1,692,067
|
|
1,402,734
|
|
+
|
21%
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
||
|
Lease operating expenses
|
393,560
|
|
355,731
|
|
+
|
11%
|
|
|
Production taxes and marketing expenses
|
109,388
|
|
92,959
|
|
+
|
18%
|
|
|
CO2 discovery and operating expenses
|
5,381
|
|
5,537
|
|
-
|
3%
|
|
|
General and administrative expense
|
103,652
|
|
101,016
|
|
+
|
3%
|
|
|
Interest expense, net
|
128,643
|
|
123,230
|
|
+
|
4%
|
|
|
Depletion, depreciation and amortization expense
|
299,067
|
|
322,683
|
|
-
|
7%
|
|
|
Derivatives income
|
(212,308)
|
|
(138,045)
|
|
+
|
54%
|
|
|
Loss on early extinguishment of debt
|
16,131
|
|
-
|
|
|
N/A
|
|
|
Transaction and other costs related to the Encore Merger
|
4,377
|
|
79,253
|
|
-
|
94%
|
|
|
|
Total expenses
|
847,891
|
|
942,364
|
|
-
|
10%
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
844,176
|
|
460,370
|
|
+
|
83%
|
||
|
|
|
|
|
|
|
|
|
Income tax provision
|
|
|
|
|
|
|
||
|
Current income taxes
|
5,849
|
|
11,314
|
|
-
|
48%
|
|
|
Deferred income taxes
|
317,601
|
|
167,289
|
|
+
|
90%
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income
|
520,726
|
|
281,767
|
|
+
|
85%
|
||
|
Less: net income attributable to noncontrolling interest
|
-
|
|
(20,408)
|
|
-
|
100%
|
|
|
|
|
|
|
|
|
|
|
NET INCOME ATTRIBUTABLE TO DENBURY STOCKHOLDERS
|
520,726
|
|
261,359
|
|
+
|
99%
|
||
|
|
|
|
|
|
|
|
|
Net income per common share
|
|
|
|
|
|
|
||
|
Basic
|
1.31
|
|
0.72
|
|
+
|
82%
|
|
|
Diluted
|
1.29
|
|
0.71
|
|
+
|
82%
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
|
|
|
|
||
|
Basic
|
398,371
|
|
362,241
|
|
+
|
10%
|
|
|
Diluted
|
403,575
|
|
367,434
|
|
+
|
10%
|
|
|
|
|
|
|
|
|
|
|
Production (daily - net of royalties)
|
|
|
|
|
|
|
||
|
Oil (barrels)
|
60,007
|
|
58,234
|
|
+
|
3%
|
|
|
Gas (mcf)
|
30,736
|
|
81,065
|
|
-
|
62%
|
|
|
BOE (6:1)
|
65,129
|
|
71,745
|
|
-
|
9%
|
|
|
|
|
|
|
|
|
|
|
Unit sales price (including derivative settlements)
|
|
|
|
|
|
|
||
|
Oil (per barrel)
|
97.50
|
|
68.88
|
|
+
|
42%
|
|
|
Gas (per mcf)
|
7.25
|
|
6.22
|
|
+
|
17%
|
|
|
BOE (6:1)
|
93.25
|
|
62.94
|
|
+
|
48%
|
|
|
|
|
|
|
|
|
|
|
Unit sales price (excluding derivative settlements)
|
|
|
|
|
|
|
||
|
Oil (per barrel)
|
98.95
|
|
73.98
|
|
+
|
34%
|
|
|
Gas (per mcf)
|
4.98
|
|
4.68
|
|
+
|
6%
|
|
|
BOE (6:1)
|
93.52
|
|
65.34
|
|
+
|
43%
|
|
|
|
Nine Months Ended
|
|
|
|
||
|
|
|
September 30,
|
|
|
Percentage
|
||
|
|
|
2011
|
|
2010
|
|
|
Change
|
|
|
|
|
|
|
|
|
|
Derivative contracts
|
|
|
|
|
|
|
||
Cash payment on settlements
|
(4,784)
|
|
(46,964)
|
|
-
|
90%
|
||
Non-cash fair value derivative adjustments
|
217,092
|
|
185,009
|
|
+
|
17%
|
||
|
Total income from derivative contracts
|
212,308
|
|
138,045
|
|
+
|
54%
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP financial measure (1)
|
|
|
|
|
|
|
||
Net income attributable to Denbury stockholders (GAAP measure)
|
520,726
|
|
261,359
|
|
+
|
99%
|
||
Non-cash fair value adjustments on derivative contracts (net of taxes)
|
(134,597)
|
|
(114,706)
|
|
+
|
17%
|
||
Transaction and other costs related to the Encore merger (net of taxes)
|
2,714
|
|
51,989
|
|
-
|
95%
|
||
Loss on early extinguishment of debt (net of taxes)
|
10,001
|
|
-
|
|
|
N/A
|
||
Gain on sale of interest in Genesis (net of taxes)
|
-
|
|
(62,953)
|
|
-
|
100%
|
||
Decrease in deferred tax expense due to rate decrease
|
-
|
|
7,072
|
|
-
|
100%
|
||
Cumulative effect of CO2 accounting policy revision (net of taxes)
|
-
|
|
(5,964)
|
|
-
|
100%
|
||
Interest on newly issued debt one month prior to merger (net of taxes)
|
-
|
|
4,263
|
|
-
|
100%
|
||
Adjustments attributable to noncontrolling interest
|
-
|
|
1,842
|
|
-
|
100%
|
||
|
Adjusted net income excluding certain items (non-GAAP measure)
|
398,844
|
|
142,902
|
|
+
|
>100%
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP financial measure (1)
|
|
|
|
|
|
|
||
Consolidated net income (GAAP measure)
|
520,726
|
|
281,767
|
|
+
|
85%
|
||
Adjustments to reconcile to cash flow from operations:
|
|
|
|
|
|
|
||
|
Depletion, depreciation and amortization
|
299,067
|
|
322,683
|
|
-
|
7%
|
|
|
Deferred income taxes
|
317,601
|
|
167,289
|
|
+
|
90%
|
|
|
Non-cash fair value derivative adjustments
|
(217,092)
|
|
(185,009)
|
|
+
|
17%
|
|
|
Loss on early extinguishment of debt
|
16,131
|
|
-
|
|
|
N/A
|
|
|
Gain on sale of interest in Genesis
|
-
|
|
(101,537)
|
|
-
|
100%
|
|
|
Other
|
36,544
|
|
41,580
|
|
-
|
12%
|
|
Adjusted cash flow from operations (non-GAAP measure)
|
972,977
|
|
526,773
|
|
+
|
85%
|
||
|
Net change in assets and liabilities relating to operations
|
(133,885)
|
|
66,002
|
|
-
|
>100%
|
|
Cash flow from operations (GAAP measure)
|
839,092
|
|
592,775
|
|
+
|
42%
|
||
|
|
|
|
|
|
|
|
|
Oil & natural gas capital investments (excluding Encore Merger)
|
775,547
|
|
524,452
|
|
+
|
48%
|
||
CO2 capital investments
|
65,866
|
|
67,328
|
|
-
|
2%
|
||
Pipelines and plants capital investments
|
142,406
|
|
169,157
|
|
-
|
16%
|
||
Cash paid in Encore Merger, net of cash acquired
|
-
|
|
813,894
|
|
-
|
100%
|
||
Cash paid in Riley Ridge acquisition
|
199,233
|
|
-
|
|
|
N/A
|
||
Proceeds from sales of properties
|
47,598
|
|
909,986
|
|
-
|
95%
|
||
Proceeds from sale of interest in Genesis
|
-
|
|
162,619
|
|
-
|
100%
|
||
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
24,363
|
|
86,345
|
|
-
|
72%
|
||
Total assets
|
9,886,933
|
|
9,843,203
|
|
+
|
0%
|
||
Total long-term debt (principal amount excluding capital leases and
|
|
|
|
|
|
|
||
|
pipeline financings)
|
2,161,349
|
|
2,536,350
|
|
-
|
15%
|
|
Financing leases
|
244,719
|
|
249,898
|
|
-
|
2%
|
||
Total stockholders' equity
|
4,935,772
|
|
4,863,918
|
|
+
|
1%
|
||
|
|
|
|
|
|
|
|
|
BOE data (6:1)
|
|
|
|
|
|
|
||
|
Oil and natural gas revenues
|
93.52
|
|
65.34
|
|
+
|
43%
|
|
|
Loss on settlements of derivative contracts
|
(0.27)
|
|
(2.40)
|
|
-
|
89%
|
|
|
Lease operating expenses
|
(22.13)
|
|
(18.16)
|
|
+
|
22%
|
|
|
Production taxes and marketing expenses
|
(6.15)
|
|
(4.75)
|
|
+
|
29%
|
|
|
|
Production netback
|
64.97
|
|
40.03
|
|
+
|
62%
|
|
Non-tertiary CO2 operating margin
|
0.65
|
|
0.42
|
|
+
|
55%
|
|
|
General and administrative expense
|
(5.83)
|
|
(5.16)
|
|
+
|
13%
|
|
|
Transaction and other costs related to Encore Merger
|
(0.25)
|
|
(4.05)
|
|
-
|
94%
|
|
|
Net cash interest expense and other income
|
(5.79)
|
|
(5.27)
|
|
+
|
10%
|
|
|
Current income taxes and other
|
0.96
|
|
0.92
|
|
+
|
4%
|
|
|
Changes in assets and liabilities relating to operations
|
(7.52)
|
|
3.37
|
|
-
|
>100%
|
|
|
|
Cash flow from operations
|
47.19
|
|
30.26
|
|
+
|
56%
|
|
|
|
|
|
|
|
|
|
(1) See "Non-GAAP Measures" at the end of this report.
|
|
|
|
|
|
|
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