UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
2002 FORM 10-K/A
Amendment No. 1
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to________
COMMISSION FILE NUMBER 1-12935
DENBURY RESOURCES INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 75-2815171
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5100 TENNYSON PARKWAY,
SUITE 3000, PLANO, TX 75024
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 673-2000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
---------------------------------------------------------- ---------------------------------------------------------
Common Stock $.001 Par Value New York Stock Exchange
========================================================== =========================================================
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
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. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). [X]
As of March 18, 2003, the aggregate market value of the registrant's Common
Stock held by non-affiliates was approximately $376,852,000.
The number of shares outstanding of the registrant's Common Stock as of
March 18, 2003, was 53,682,038.
DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENT INCORPORATED AS TO
1. Notice and Proxy Statement for the Annual Meeting of 1. Part III, Items 10, 11, 12, and 13
Shareholders to be held May 20, 2003.
2. Annual Report to Shareholders for the year ended 2. Part I, Item 1 and Part II, Items 5, 6, 7, 8
December 31, 2002.
EXPLANATORY NOTE
This amendment attaches as an exhibit a revised version of the Registrant's
Consolidated Statement of Changes in Stockholders' Equity which properly
reflects one number which was inadvertently omitted in such statement filed as
an exhibit to this Form 10-K for the year ended December 31, 2002, which filing
was made today, March 24, 2003. The next to last number now appearing in the
vertical column entitled "Accumulated Other Comprehensive Income (Loss)" on the
line "Change in fair value of derivative contracts, net of tax of $18,857" and
which was omitted in the original filing is $(31,744) and is properly reflected
in the attached exhibit page (with dollar amounts in thousands). The totals
originally shown in the statement have not changed. This page appears as part of
Exhibit 13 to this Form 10-K, and is page 48 of the Registrant's Annual Report
to Shareholders which is incorporated by reference into this Form 10-K.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
EXHIBIT NO. EXHIBIT
----------- -------
13* Page 48 of Annual Report to Shareholders.
* Filed herewith.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PAID-IN RETAINED ACCUMULATED
CAPITAL IN EARNINGS OTHER TOTAL
COMMON STOCK EXCESS OF (ACCUMULATED COMPREHENSIVE STOCKHOLDER'S COMPREHENSIVE
($.001 PAR VALUE) PAR DEFICIT) INCOME (LOSS) EQUITY INCOME (LOSS)
---------------------- ----------- ------------ -------------- ------------- --------------
DOLLAR AMOUNTS IN THOUSANDS SHARES AMOUNT
------------- --------
BALANCE - DECEMBER 31, 1999 45,718,486 $ 46 $ 327,829 $ (255,447) $ - $ 72,428
------------- -------- ----------- --------- - ----------- -------------
Issued pursuant to employee stock
purchase plan...................... 218,493 - 1,305 - - 1,305
Issued pursuant to employee stock
option plan........................ 40,458 - 186 - - 186
Issued pursuant to directors
compensation plan.................. 2,544 - 19 - - 19
Net income and comprehensive income.. - - - 142,227 - 142,227 $ 142,227
------------- -------- ----------- ----------- ----------- ------------- -------------
BALANCE - DECEMBER 31, 2000 45,979,981 46 329,339 (113,220) - 216,165 142,227
------------- -------- ----------- ----------- ----------- ------------- =============
Issued pursuant to employee stock
purchase plan...................... 189,485 - 1,546 - - 1,546
Issued pursuant to employee stock
option plan........................ 209,600 - 1,048 - - 1,048
Issued pursuant to directors
compensation plan.................. 7,829 - 63 - - 63
Issued in Matrix acquisition......... 6,569,930 7 59,188 - - 59,195
Tax benefit from stock options....... - - 373 - - 373
Net income........................... - - - 56,550 - 56,550 56,550
Other comprehensive income (loss):
Change in accounting principle for
derivative contracts, net of tax
of $594.......................... - - - - 1,012 1,012 1,012
Reclassification adjustments for
derivative contracts, net of tax
of $594.......................... - - - - (1,012) (1,012) (1,012)
Change in fair value of derivative
contracts, net of tax of $8,356.. - - - - 14,228 14,228 14,228
------------- -------- ----------- ----------- ----------- ------------- -------------
BALANCE - DECEMBER 31, 2001 52,956,825 53 391,557 (56,670) 14,228 349,168 70,778
------------- -------- ----------- ----------- ----------- ------------- =============
Issued pursuant to employee stock
purchase plan...................... 203,893 - 1,928 - - 1,928
Issued pursuant to employee stock
option plan........................ 370,120 1 1,665 - - 1,666
Issued pursuant to directors
compensation plan.................. 8,491 - 82 - - 82
Tax benefit from stock options....... - - 674 - - 674
Net income........................... - - - 46,795 - 46,795 46,795
Other comprehensive income (loss):
Reclassification adjustments for
derivative contracts, net of tax
of $4,919........................ - - - - (7,838) (7,838) (7,838)
Amortization of derivative contracts,
net of tax of $3,598............. - - - - 6,066 6,066 6,066
Change in fair value of derivative
contracts, net of tax of $18,857. - - - - (31,744) (31,744) (31,744)
------------- -------- ----------- ----------- ----------- ------------- -------------
BALANCE - DECEMBER 31, 2002 53,539,329 $ 54 $ 395,906 $ (9,875) $ (19,288) $ 366,797 $ 13,279
============= ======== =========== =========== =========== ============= =============
See Notes to Consolidated Financial Statements.
-48-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Denbury Resources Inc. has duly caused this Amendment No.
1 to this Form 10-K Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
DENBURY RESOURCES INC.
March 24, 2003 /s/ Phil Rykhoek
------------------------------------------------
Phil Rykhoek
Sr. Vice President and Chief Financial Officer
March 24, 2003 /s/ Mark C. Allen
------------------------------------------------
Mark C. Allen
Vice President and Chief Accounting Officer
CERTIFICATIONS
I, Gareth Roberts, certify that:
1. I have reviewed this annual report on Form 10-K of Denbury Resources Inc.
(the "registrant");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
March 24, 2003 /s/ Gareth Roberts
------------------------------------------------
Gareth Roberts
President and Chief Executive Officer
I, Phil Rykhoek, certify that:
1. I have reviewed this annual report on Form 10-K of Denbury Resources Inc.
(the "registrant");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
March 24, 2003 /s/ Phil Rykhoek
------------------------------------------------
Phil Rykhoek
Sr. Vice President and Chief Financial Officer