DNR Denbury Resources Inc

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Note 1. Basis of Presentation

Organization and Nature of Operations

Denbury Resources Inc., a Delaware corporation, is an independent oil and natural gas company with operations focused in two key operating areas: the Gulf Coast and Rocky Mountain regions.  Our goal is to increase the value of our properties through a combination of exploitation, drilling and proven engineering extraction practices, with the most significant emphasis relating to CO₂ enhanced oil recovery operations.

Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements of Denbury Resources Inc. and its subsidiaries have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.  These financial statements and the notes thereto should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2018 (the “Form 10-K”).  Unless indicated otherwise or the context requires, the terms “we,” “our,” “us,” “Company” or “Denbury,” refer to Denbury Resources Inc. and its subsidiaries.

Accounting measurements at interim dates inherently involve greater reliance on estimates than at year end, and the results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the year.  In management’s opinion, the accompanying unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair statement of our consolidated financial position as of September 30, 2019, our consolidated results of operations for the three and nine months ended September 30, 2019 and 2018, our consolidated cash flows for the nine months ended September 30, 2019 and 2018, and our consolidated statements of changes in stockholders’ equity for the three and nine months ended September 30, 2019 and 2018.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current year presentation. On the Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2018, “Purchased oil sales” is a new line item and includes sales related to purchases of oil from third-parties, which were reclassified from “Other income,” “Purchased oil expenses” is a new line item and includes expenses related to purchases of oil from third-parties, which were reclassified from “Marketing and plant operating expenses” used in prior reports, and “Transportation and marketing expenses” is a new line item, previously captioned “Marketing and plant operating expenses,” but adjusted to exclude both expenses related to plant operating expenses, which were reclassified to “Other expenses,” and also purchases of oil from third-parties. Such reclassifications had no impact on our reported total revenues, expenses, net income, current assets, total assets, current liabilities, total liabilities or stockholders’ equity.

Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash as reported within the Unaudited Condensed Consolidated Balance Sheets to “Cash, cash equivalents, and restricted cash at end of period” as reported within the Unaudited Condensed Consolidated Statements of Cash Flows:

In thousands		September 30, 2019				December 31, 2018
Cash and cash equivalents		$	514			$	38,560
Restricted cash included in other assets		32,533				16,389
Total cash, cash equivalents, and restricted cash shown in the Unaudited Condensed Consolidated Statements of Cash Flows		$	33,047			$	54,949

Amounts included in restricted cash included in “Other assets” in the accompanying Unaudited Condensed Consolidated Balance Sheets represent escrow accounts that are legally restricted for certain of our asset retirement obligations.

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Net Income per Common Share

Basic net income per common share is computed by dividing the net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period.  Diluted net income per common share is calculated in the same manner, but includes the impact of potentially dilutive securities.  Potentially dilutive securities consist of nonvested restricted stock, nonvested performance-based equity awards, and shares into which our convertible senior notes are convertible.

The following table sets forth the reconciliations of net income and weighted average shares used for purposes of calculating the basic and diluted net income per common share for the periods indicated:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
In thousands		2019				2018				2019				2018
Numerator
Net income – basic		$	72,862			$	78,419			$	193,880			$	148,219
Effect of potentially dilutive securities
Interest on convertible senior notes including amortization of discount, net of tax		5,101				—				5,649				538
Net income – diluted		$	77,963			$	78,419			$	199,529			$	148,757
Denominator
Weighted average common shares outstanding – basic		455,487				451,256				453,287				426,036
Effect of potentially dilutive securities
Restricted stock and performance-based equity awards		865				7,194				2,489				6,983
Convertible senior notes(1)		90,853				—				34,278				22,915
Weighted average common shares outstanding – diluted		547,205				458,450				490,054				455,934

(1)	For the nine months ended September 30, 2019, shares shown under “convertible senior notes” represent proration of the impact over the period of the approximately 90.9 million shares of the Company’s common stock issuable upon full conversion of our convertible senior notes which were issued on June 19, 2019 (see Note 4, Long-Term Debt – 2019 Debt Reduction Transactions).

Basic weighted average common shares exclude shares of nonvested restricted stock. As these restricted shares vest, they will be included in the shares outstanding used to calculate basic net income per common share (although time-vesting restricted stock is issued and outstanding upon grant). For purposes of calculating diluted weighted average common shares during the three and nine months ended September 30, 2019 and 2018, the nonvested restricted stock and performance-based equity awards are included in the computation using the treasury stock method, with the deemed proceeds equal to the average unrecognized compensation during the period, and for the shares underlying the convertible senior notes as if the convertible senior notes were converted at the beginning of the 2018 and 2019 periods.

The following securities could potentially dilute earnings per share in the future, but were excluded from the computation of diluted net income per share, as their effect would have been antidilutive:

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
In thousands		2019			2018			2019			2018
Stock appreciation rights		2,011			2,689			2,043			2,824
Restricted stock and performance-based equity awards		7,996			—			5,859			203

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Recent Accounting Pronouncements

Recently Adopted

Leases. Effective January 1, 2019, we adopted Accounting Standards Update (“ASU”) 2016-02, Leases (“ASU 2016-02”), and ASU 2018-01, Leases (Topic 842) – Land Easement Practical Expedient for Transition to Topic 842, using the modified retrospective method with an application date of January 1, 2019. ASU 2016-02 does not apply to mineral leases or leases that convey the right to explore for or use the land on which oil, natural gas, and similar natural resources are contained. We elected the practical expedients provided in the new ASUs that allow historical lease classification of existing leases, allow entities to recognize leases with terms of one year or less in their statement of operations, allow lease and non-lease components to be combined, and carry forward our accounting treatment for existing land easement agreements. The adoption of the new standards resulted in the recognition of $39.1 million of lease assets and $55.8 million of lease liabilities ($16.7 million of which related to previously-existing lease obligations) as of January 1, 2019, in our Unaudited Condensed Consolidated Balance Sheets, but did not materially impact our results of operations and had no impact on our cash flows. The additional lease assets and liabilities recorded on our balance sheet primarily related to our operating leases for office space, as the accounting for our financing leases and pipeline financings was relatively unchanged.

Not Yet Adopted

Financial Instruments – Credit Losses. In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, and requires the use of a new forward-looking expected loss model that will result in the earlier recognition of allowances for losses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and early adoption is permitted. Entities must adopt the amendment using a modified retrospective approach to the first reporting period in which the guidance is effective. Management is currently assessing the impact the adoption of ASU 2016-13 will have on our consolidated financial statements.

Fair Value Measurement. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements (“ASU 2018-13”). ASU 2018-13 adds, modifies, or removes certain disclosure requirements for recurring and nonrecurring fair value measurements based on the FASB’s consideration of costs and benefits. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and early adoption is permitted. Entities must adopt the amendments on changes in unrealized gains and losses for Level 3 fair value measurements, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty prospectively, and all other amendments should be applied retrospectively to all periods presented. The adoption of ASU 2018-13 is currently not expected to have a material effect on our consolidated financial statements, but may require enhanced footnote disclosures.

Note 2. Revenue Recognition

We record revenue in accordance with Financial Accounting Standards Board Codification (“FASC”) Topic 606, Revenue from Contracts with Customers. The core principle of FASC Topic 606 is that an entity should recognize revenue for the transfer of goods or services equal to the amount of consideration that it expects to be entitled to receive for those goods or services. Once we have delivered the volume of commodity to the delivery point and the customer takes delivery and possession, we are entitled to payment and we invoice the customer for such delivered production. Payment under most oil and CO₂ contracts is made within a month following product delivery and for natural gas and NGL contracts is generally made within two months following delivery. Timing of revenue recognition may differ from the timing of invoicing to customers; however, as the right to consideration after delivery is unconditional based on only the passage of time before payment of the consideration is due, upon delivery we record a receivable in “Accrued production receivable” in our Unaudited Condensed Consolidated Balance Sheets, which was $127.2 million and $125.8 million as of September 30, 2019 and December 31, 2018, respectively. The Company enters into purchase transactions with third parties and separate sale transactions with third parties in the Gulf Coast region. Revenues and expenses from these transactions are presented on a gross basis, as we act as a principal in the transaction by assuming control of the commodities purchased and the responsibility to deliver the commodities sold. Revenue is recognized when control transfers to the purchaser at the delivery point based on the price received from the purchaser.

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Disaggregation of Revenue

The following table summarizes our revenues by product type for the three and nine months ended September 30, 2019 and 2018:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
In thousands		2019				2018				2019				2018
Oil sales		$	292,100			$	377,329			$	912,636			$	1,088,021
Natural gas sales		1,092				2,299				5,554				7,193
CO2 sales and transportation fees		8,976				8,149				25,532				22,416
Purchased oil sales		5,468				265				8,274				1,668
Total revenues		$	307,636			$	388,042			$	951,996			$	1,119,298

Note 3. Leases

We evaluate contracts for leasing arrangements at inception. We lease office space, equipment, and vehicles that have non-cancelable lease terms. Leases with a term of 12 months or less are not recorded on our balance sheet. During the third quarter of 2019, we exercised the early buyout option on our remaining finance leases. The table below reflects our operating lease assets and liabilities, which primarily consists of our office leases, and finance lease assets and liabilities:

		September 30,
In thousands		2019
Operating leases
Operating lease right-of-use assets		$	35,145
Operating lease liabilities - current		$	6,710
Operating lease liabilities - long-term		43,704
Total operating lease liabilities		$	50,414
Finance leases
Other property and equipment		$	—
Accumulated depreciation		—
Other property and equipment, net		$	—
Current maturities of long-term debt		$	—
Long-term debt, net of current portion		—
Total finance lease liabilities		$	—

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The majority of our leases contain renewal options, typically exercisable at our sole discretion. We record right-of-use assets and liabilities based on the present value of lease payments over the initial lease term, unless the option to extend the lease is reasonably certain, and utilize our incremental borrowing rate based on information available at the lease commencement date. The following weighted average remaining lease terms and discount rates related to our outstanding leases:

		September 30,
		2019
Weighted Average Remaining Lease Term
Operating leases		6.0 years
Finance leases		0 years
Weighted Average Discount Rate
Operating leases		6.8	%
Finance leases		—	%

Lease costs for operating leases or leases with a term of 12 months or less are recognized on a straight-line basis over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset are recognized separately, with the depreciable life reflective of the expected lease term. We have subleased part of the office space included in our operating leases for which we receive rental payments. The following table summarizes the components of lease costs and sublease income:

				Three Months Ended				Nine Months Ended
In thousands		Income Statement Presentation		September 30, 2019				September 30, 2019
Operating lease cost		General and administrative expenses		$	1,187			$	6,014
Finance lease cost
Amortization of right-of-use assets		Depletion, depreciation, and amortization		$	54			$	1,188
Interest on lease liabilities		Interest expense		2				40
Total finance lease cost				$	56			$	1,228
Sublease income		General and administrative expenses		$	964			$	3,331

Our statement of cash flows included the following activity related to our operating and finance leases:

		Nine Months Ended
In thousands		September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases		$	7,335
Operating cash flows from interest on finance leases		40
Financing cash flows from finance leases		1,275
Right-of-use assets obtained in exchange for lease obligations
Operating leases		307
Finance leases		—

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The following table summarizes by year the maturities of our minimum lease payments as of September 30, 2019:

		Operating				Finance
In thousands		Leases				Leases
2019		$	2,479			$	—
2020		9,874				—
2021		10,042				—
2022		10,260				—
2023		10,300				—
Thereafter		18,604				—
Total minimum lease payments		61,559				—
Less: Amount representing interest		(11,145		)		—
Present value of minimum lease payments		$	50,414			$	—

The following table summarizes by year the remaining non-cancelable future payments under our leases, as accounted for under previous accounting guidance under FASC Topic 840, Leases, as of December 31, 2018:

		Operating
In thousands		Leases
2019		$	10,690
2020		9,776
2021		10,007
2022		10,223
2023		10,262
Thereafter		18,169
Total minimum lease payments		$	69,127

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Note 4. Long-Term Debt

The table below reflects long-term debt and capital lease obligations outstanding as of the dates indicated:

		September 30,				December 31,
In thousands		2019				2018
Senior Secured Bank Credit Agreement		$	50,000			$	—
9% Senior Secured Second Lien Notes due 2021		614,919				614,919
9¼% Senior Secured Second Lien Notes due 2022		455,668				455,668
7¾% Senior Secured Second Lien Notes due 2024		531,821				—
7½% Senior Secured Second Lien Notes due 2024		20,641				450,000
6⅜% Convertible Senior Notes due 2024		245,548				—
6⅜% Senior Subordinated Notes due 2021		51,304				203,545
5½% Senior Subordinated Notes due 2022		83,736				314,662
4⅝% Senior Subordinated Notes due 2023		211,695				307,978
Pipeline financings		171,067				180,073
Capital lease obligations		—				5,362
Total debt principal balance		2,436,399				2,532,207
Debt discount(1)		(105,426		)		—
Future interest payable(2)		190,410				250,218
Debt issuance costs		(11,074		)		(13,089		)
Total debt, net of debt issuance costs and discount		2,510,309				2,769,336
Less: current maturities of long-term debt(3)		(100,626		)		(105,125		)
Long-term debt and capital lease obligations		$	2,409,683			$	2,664,211

(1)	Consists of discounts related to the issuance during June 2019 of our new 7¾% Senior Secured Second Lien Notes due 2024 (the “7¾% Senior Secured Notes”) and new 6⅜% Convertible Senior Notes due 2024 (the “2024 Convertible Senior Notes”) of $28.2 million and $77.2 million, respectively (see 2019 Debt Reduction Transactions below) as of September 30, 2019.

(2)	Future interest payable represents most of the interest due over the terms of our 9% Senior Secured Second Lien Notes due 2021 (the “2021 Senior Secured Notes”) and 9¼% Senior Secured Second Lien Notes due 2022 (the “2022 Senior Secured Notes”) and has been accounted for as debt in accordance with FASC 470-60, Troubled Debt Restructuring by Debtors.

(3)	Our current maturities of long-term debt as of September 30, 2019 include $85.9 million of future interest payable related to the 2021 Senior Secured Notes and 2022 Senior Secured Notes that is due within the next twelve months.

The ultimate parent company in our corporate structure, Denbury Resources Inc. (“DRI”), is the sole issuer of all of our outstanding senior secured, convertible senior, and senior subordinated notes. DRI has no independent assets or operations. Each of the subsidiary guarantors of such notes is 100% owned, directly or indirectly, by DRI, and the guarantees of the notes are full and unconditional and joint and several; any subsidiaries of DRI that are not subsidiary guarantors of such notes are minor subsidiaries.

Senior Secured Bank Credit Facility

In December 2014, we entered into an Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and other lenders party thereto (as amended, the “Bank Credit Agreement”), which has been amended periodically since that time. The Bank Credit Agreement is a senior secured revolving credit facility with a maturity date of December 9, 2021, provided that the maturity date may occur earlier (between February 2021 and August 2021) if the 2021 Senior Secured Notes due in May 2021 or 6⅜% Senior Subordinated Notes due in August 2021 (the “6⅜% Senior Subordinated Notes”), respectively, are not repaid or refinanced by each of their respective maturity dates. As part of our fall 2019 semiannual redetermination, the borrowing base and lender commitments for our Bank Credit Agreement were reaffirmed at $615 million, with the next such redetermination being scheduled for May 2020. If our outstanding debt under the Bank Credit Agreement were to ever exceed the borrowing base, we would be required to repay the excess amount over a period not to exceed six months. The

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weighted average interest rate on borrowings under the Bank Credit Agreement was 4.7% as of September 30, 2019. We incur a commitment fee of 0.50% on the undrawn portion of the aggregate lender commitments under the Bank Credit Agreement.

The Bank Credit Agreement contains certain financial performance covenants through the maturity of the facility, including the following:

•	A Consolidated Total Debt to Consolidated EBITDAX covenant, with such ratio not to exceed 5.25 to 1.0 through December 31, 2020, and 4.50 to 1.0 thereafter;

•	A consolidated senior secured debt to consolidated EBITDAX covenant, with such ratio not to exceed 2.5 to 1.0. Only debt under our Bank Credit Agreement is considered consolidated senior secured debt for purposes of this ratio;

•	A minimum permitted ratio of consolidated EBITDAX to consolidated interest charges of 1.25 to 1.0; and

•	A requirement to maintain a current ratio of 1.0 to 1.0.

As of September 30, 2019, we were in compliance with all debt covenants under the Bank Credit Agreement. The above description of our Bank Credit Agreement and defined terms are contained in the Bank Credit Agreement and the amendments thereto.

2019 Debt Reduction Transactions

During the third quarter of 2019, we repurchased $11.0 million in aggregate principal amount of our then outstanding 5½% Senior Subordinated Notes due 2022 (the “5½% Senior Subordinated Notes”) in open market transactions for a total purchase price of $5.3 million, excluding accrued interest. In connection with these transactions, we recognized a $5.7 million gain on debt extinguishment, net of unamortized debt issuance costs written off, during the three and nine months ended September 30, 2019. Additionally, during October 2019, we repurchased principally through exchanges an additional $13.5 million in aggregate principal amount of our then outstanding 5½% Senior Subordinated Notes and $29.3 million in aggregate principal amount of our then outstanding 4⅝% Senior Subordinated Notes due 2023 (the “4⅝% Senior Subordinated Notes”) for $5.9 million in cash and issuance of 13.7 million shares of the Company’s common stock.

During June 2019, in a series of debt exchanges, we extended the maturities of our outstanding long-term debt and reduced the amount of our outstanding debt principal. As part of these transactions, holders exchanged a total of $468.4 million aggregate principal amount of our then outstanding senior subordinated notes for $102.6 million aggregate principal amount of new 7¾% Senior Secured Notes, $245.5 million aggregate principal amount of new 2024 Convertible Senior Notes and $120.0 million of cash. The exchanged senior subordinated notes consisted of $152.2 million aggregate principal amount of our 6⅜% Senior Subordinated Notes, $219.9 million aggregate principal amount of our 5½% Senior Subordinated Notes and $96.3 million aggregate principal amount of our 4⅝% Senior Subordinated Notes. In addition, holders also exchanged $425.4 million of 7½% Senior Secured Second Lien Notes due 2024 (the “7½% Senior Secured Notes”) for $425.4 million aggregate principal amount of 7¾% Senior Secured Notes. In July 2019, holders exchanged an additional $4.0 million aggregate principal amount of 7½% Senior Secured Notes for $3.8 million aggregate principal amount of 7¾% Senior Secured Notes. As a result, we recognized a noncash gain on debt extinguishment, net of transaction costs, totaling $0.2 million and $100.5 million for the three and nine months ended September 30, 2019, in our Unaudited Condensed Consolidated Statements of Operations.

In accordance with FASC 470-50, Modifications and Extinguishments, the June 2019 exchange of our existing senior subordinated notes was accounted for as a debt extinguishment. Therefore, our new 7¾% Senior Secured Notes and new 2024 Convertible Senior Notes were recorded on our balance sheet at fair market value based upon initial trading prices following their issuance, resulting in a discount to their principal amount of $22.6 million and $79.9 million, respectively. These debt discounts will be amortized as interest expense over the terms of these notes.

Separately, the June 2019 exchange of our existing senior secured second lien notes was accounted for as a modification of those notes. Therefore, no gain or loss was recognized, and previously deferred debt issuance costs of $6.9 million were treated as a discount to the principal amount of the new 7¾% Senior Secured Notes, which discount will be amortized as interest expense over the term of these notes.

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7¾% Senior Secured Second Lien Notes due 2024

As part of the notes exchanges discussed above, in June 2019 we issued $528.0 million of 7¾% Senior Secured Notes in connection with exchanges with certain holders of the Company’s outstanding senior subordinated notes and existing 7½% Senior Secured Notes (see 2019 Debt Reduction Transactions above). The 7¾% Senior Secured Notes, which carry a stated interest rate of 7.75% per annum, were recorded at approximately 94% of their principal amount in accordance with FASC 470-50, Modifications and Extinguishments, which equates to an effective yield to maturity of approximately 9.39%. In July 2019, we issued an additional $3.8 million of 7¾% Senior Secured Notes in exchange for $4.0 million of 7½% Senior Secured Notes, which were recorded at par. Interest on the 7¾% Senior Secured Notes is payable semiannually in arrears on February 15 and August 15 of each year, and mature on February 15, 2024. We may redeem the 7¾% Senior Secured Notes in whole or in part at our option beginning August 15, 2020, at a redemption price of 103.875% of the principal amount, and at declining redemption prices thereafter, as specified in the indenture governing the 7¾% Senior Secured Notes. Prior to August 15, 2020, we may at our option redeem up to an aggregate of 35% of the principal amount of the 7¾% Senior Secured Notes at a price of 107.75% of par with the proceeds of certain equity offerings. In addition, at any time prior to August 15, 2020, we may redeem the 7¾% Senior Secured Notes in whole or in part at a price equal to 100% of the principal amount plus a “make-whole” premium and accrued and unpaid interest. The 7¾% Senior Secured Notes are not subject to any sinking fund requirements.

The 7¾% Senior Secured Notes are guaranteed jointly and severally by our subsidiaries representing substantially all of our assets, operations and income and are secured by second-priority liens on substantially all of the assets that secure the Bank Credit Agreement, which second-priority liens are contractually subordinated to liens that secure our Bank Credit Agreement and any future additional priority lien debt.

6⅜% Convertible Senior Notes due 2024

As part of the notes exchanges discussed above, in June 2019 we issued $245.5 million of 2024 Convertible Senior Notes in connection with exchanges with certain holders of the Company’s outstanding senior subordinated notes (see 2019 Debt Reduction Transactions above). The 2024 Convertible Senior Notes, which carry a stated interest rate of 6.375% per annum, were recorded at approximately 67% of their principal amount in accordance with FASC 470-50, Modifications and Extinguishments, which equates to an effective yield to maturity of approximately 15.31%. Interest on the 2024 Convertible Senior Notes is payable semiannually in arrears on June 30 and December 30 of each year, beginning in December 2019, and mature on December 31, 2024. We do not have the right to redeem the 2024 Convertible Senior Notes prior to their maturity. The 2024 Convertible Senior Notes are convertible into shares of our common stock at any time, at the option of the holders, at a rate of 370 shares of common stock per $1,000 principal amount of 2024 Convertible Senior Notes, which is equivalent to approximately 90.9 million shares of the Company’s common stock, subject to customary adjustments to the conversion rate and threshold price with respect to, among other things, stock dividends and distributions, mergers and reclassifications. The 2024 Convertible Senior Notes will be automatically converted into shares of common stock at this rate if the volume weighted average trading price of the Company’s common stock equals or exceeds the threshold price, which is $2.43 per share, for 10 trading days in any period of 15 consecutive trading days, subject to satisfaction of certain other conditions. Additionally, the Company may, based on a determination of its Board of Directors that such changes are in the best interests of the Company, and subject to certain limitations, increase the conversion rate. Any such conversion rate increase would cause a proportional decrease in the threshold price for mandatory conversions, and thereby would enable the Company to require a mandatory conversion into common stock at a lower price.

Note 5. Commodity Derivative Contracts

We do not apply hedge accounting treatment to our oil and natural gas derivative contracts; therefore, the changes in the fair values of these instruments are recognized in income in the period of change.  These fair value changes, along with the settlements of expired contracts, are shown under “Commodity derivatives expense (income)” in our Unaudited Condensed Consolidated Statements of Operations.

Historically, we have entered into various oil and natural gas derivative contracts to provide an economic hedge of our exposure to commodity price risk associated with anticipated future oil and natural gas production and to provide more certainty to our future cash flows. We do not hold or issue derivative financial instruments for trading purposes. Generally, these contracts have consisted of various combinations of price floors, collars, three-way collars, fixed-price swaps, fixed-price swaps enhanced with a sold put, and basis swaps. The production that we hedge has varied from year to year depending on our levels of debt, financial strength and expectation of future commodity prices.

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We manage and control market and counterparty credit risk through established internal control procedures that are reviewed on an ongoing basis.  We attempt to minimize credit risk exposure to counterparties through formal credit policies, monitoring procedures and diversification, and all of our commodity derivative contracts are with parties that are lenders under our Bank Credit Agreement (or affiliates of such lenders). As of September 30, 2019, all of our outstanding derivative contracts were subject to enforceable master netting arrangements whereby payables on those contracts can be offset against receivables from separate derivative contracts with the same counterparty. It is our policy to classify derivative assets and liabilities on a gross basis on our balance sheets, even if the contracts are subject to enforceable master netting arrangements.

The following table summarizes our commodity derivative contracts as of September 30, 2019, none of which are classified as hedging instruments in accordance with the FASC Derivatives and Hedging topic:

Months		Index Price		Volume (Barrels per day)		Contract Prices ($/Bbl)
						Range(1)							Weighted Average Price
													Swap				Sold Put				Floor				Ceiling
Oil Contracts:
2019 Fixed-Price Swaps
Oct – Dec		NYMEX		2,000		$	60.00		–	61.20			$	60.60			$	—			$	—			$	—
Oct – Dec		Argus LLS		13,000			60.00		–	74.90			64.69				—				—				—
2019 Three-Way Collars(2)
Oct – Dec		NYMEX		23,000		$	55.00		–	75.45			$	—			$	48.57			$	56.61			$	69.04
Oct – Dec		Argus LLS		5,500			62.00		–	86.00			—				54.73				63.09				79.93
2020 Fixed-Price Swaps
Jan – Dec		NYMEX		2,000		$	60.00		–	61.00			$	60.59			$	—			$	—			$	—
Jan – Dec		Argus LLS		4,500			60.72		–	64.26			62.29				—				—				—
2020 Three-Way Collars(2)
Jan – June		NYMEX		16,000		$	55.00		–	82.65			$	—			$	48.17			$	57.62			$	64.19
Jan – June		Argus LLS		6,000			61.00		–	87.10			—				53.42				63.19				71.16
July – Dec		NYMEX		14,000			55.00		–	82.65			—				48.18				57.56				64.17
July – Dec		Argus LLS		4,000			61.00		–	87.10			—				53.50				63.16				72.99

(1)	Ranges presented for fixed-price swaps represent the lowest and highest fixed prices of all open contracts for the period presented. For three-way collars, ranges represent the lowest floor price and highest ceiling price for all open contracts for the period presented.

(2)

A three-way collar is a costless collar contract combined with a sold put feature (at a lower price) with the same counterparty. The value received for the sold put is used to enhance the contracted floor and ceiling price of the related collar. At the contract settlement date, (1) if the index price is higher than the ceiling price, we pay the counterparty the difference between the index price and ceiling price for the contracted volumes, (2) if the index price is between the floor and ceiling price, no settlements occur, (3) if the index price is lower than the floor price but at or above the sold put price, the counterparty pays us the difference between the index price and the floor price for the contracted volumes and (4) if the index price is lower than the sold put price, the counterparty pays us the difference between the floor price and the sold put price for the contracted volumes.

Note 6. Fair Value Measurements

The FASC Fair Value Measurement topic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (often referred to as the “exit price”). We utilize market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. We primarily apply the income approach for recurring fair value measurements and endeavor to utilize the best available information. Accordingly, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. We are able to classify fair value balances based on the observability of those inputs. The FASC establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy

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gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

•	Level 1 – Quoted prices in active markets for identical assets or liabilities as of the reporting date.

•

Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. Instruments in this category include non-exchange-traded oil derivatives that are based on NYMEX pricing and fixed-price swaps that are based on regional pricing other than NYMEX (e.g., Light Louisiana Sweet). Our costless collars and the sold put features of our three-way collars are valued using the Black-Scholes model, an industry standard option valuation model that takes into account inputs such as contractual prices for the underlying instruments, maturity, quoted forward prices for commodities, interest rates, volatility factors and credit worthiness, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.

•

Level 3 – Pricing inputs include significant inputs that are generally less observable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. As of September 30, 2019, instruments in this category include non-exchange-traded three-way collars that are based on regional pricing other than NYMEX (e.g., Light Louisiana Sweet). The valuation models utilized for costless collars and three-way collars are consistent with the methodologies described above; however, the implied volatilities utilized in the valuation of Level 3 instruments are developed using a benchmark, which is considered a significant unobservable input. An increase or decrease of 100 basis points in the implied volatility inputs utilized in our fair value measurement would result in a change of approximately $230 thousand in the fair value of these instruments as of September 30, 2019.

We adjust the valuations from the valuation model for nonperformance risk, using our estimate of the counterparty’s credit quality for asset positions and our credit quality for liability positions. We use multiple sources of third-party credit data in determining counterparty nonperformance risk, including credit default swaps.

The following table sets forth, by level within the fair value hierarchy, our financial assets and liabilities that were accounted for at fair value on a recurring basis as of the periods indicated:

		Fair Value Measurements Using:
In thousands		Quoted Prices in Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Total
September 30, 2019
Assets
Oil derivative contracts – current		$	—			$	46,099			$	9,516			$	55,615
Oil derivative contracts – long-term		—				9,799				1,684				11,483
Total Assets		$	—			$	55,898			$	11,200			$	67,098
December 31, 2018
Assets
Oil derivative contracts – current		$	—			$	81,621			$	11,459			$	93,080
Oil derivative contracts – long-term		—				2,030				2,165				4,195
Total Assets		$	—			$	83,651			$	13,624			$	97,275

Since we do not apply hedge accounting for our commodity derivative contracts, any gains and losses on our assets and liabilities are included in “Commodity derivatives expense (income)” in the accompanying Unaudited Condensed Consolidated Statements of Operations.

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Level 3 Fair Value Measurements

The following table summarizes the changes in the fair value of our Level 3 assets and liabilities for the three and nine months ended September 30, 2019 and 2018:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
In thousands		2019				2018				2019				2018
Fair value of Level 3 instruments, beginning of period		$	6,073			$	(1,168	)		$	13,624			$	—
Fair value gains (losses) on commodity derivatives		6,450				(5,244		)		90				(6,412		)
Receipts on settlements of commodity derivatives		(1,323		)		—				(2,514		)		—
Fair value of Level 3 instruments, end of period		$	11,200			$	(6,412	)		$	11,200			$	(6,412	)
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets or liabilities still held at the reporting date		$	6,234			$	(5,244	)		$	6,540			$	(6,412	)

We utilize an income approach to value our Level 3 three-way collars. We obtain and ensure the appropriateness of the significant inputs to the calculation, including contractual prices for the underlying instruments, maturity, forward prices for commodities, interest rates, volatility factors and credit worthiness, and the fair value estimate is prepared and reviewed on a quarterly basis. The following table details fair value inputs related to implied volatilities utilized in the valuation of our Level 3 oil derivative contracts:

		Fair Value at 9/30/2019 (in thousands)				Valuation Technique		Unobservable Input		Volatility Range
Oil derivative contracts		$	11,200			Discounted cash flow / Black-Scholes		Volatility of Light Louisiana Sweet for settlement periods beginning after September 30, 2019		22.6% – 41.3%

Other Fair Value Measurements

The carrying value of our loans under our Bank Credit Agreement approximate fair value, as they are subject to short-term floating interest rates that approximate the rates available to us for those periods. We use a market approach to determine the fair value of our fixed-rate long-term debt using observable market data. The fair values of our senior secured second lien notes, convertible senior notes, and senior subordinated notes are based on quoted market prices, which are considered Level 1 measurements under the fair value hierarchy. The estimated fair value of the principal amount of our debt as of September 30, 2019 and December 31, 2018, excluding pipeline financing and capital lease obligations, was $1,768.0 million and $1,886.1 million, respectively. We have other financial instruments consisting primarily of cash, cash equivalents, U.S. Treasury Notes, short-term receivables and payables that approximate fair value due to the nature of the instrument and the relatively short maturities.

Note 7. Commitments and Contingencies

Litigation

We are involved in various lawsuits, claims and regulatory proceedings incidental to our businesses.  We are also subject to audits for various taxes (income, sales and use, and severance) in the various states in which we operate, and from time to time receive assessments for potential taxes that we may owe. While we currently believe that the ultimate outcome of these proceedings, individually and in the aggregate, will not have a material adverse effect on our financial position, results of operations or cash flows, litigation is subject to inherent uncertainties.  We accrue for losses from litigation and claims if we determine that a loss is probable and the amount can be reasonably estimated.

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Riley Ridge Helium Supply Contract Claim

As part of our 2010 and 2011 acquisitions of the Riley Ridge Unit and associated gas processing facility that was under construction, the Company assumed a 20-year helium supply contract under which we agreed to supply the helium separated from the full well stream by operation of the gas processing facility to a third-party purchaser, APMTG Helium, LLC (“APMTG”). The helium supply contract provides for the delivery of a minimum contracted quantity of helium, with liquidated damages payable if specified quantities of helium are not supplied in accordance with the terms of the contract. The liquidated damages are specified in the contract at up to $8.0 million per contract year and are capped at an aggregate of $46.0 million over the term of the contract.

As the gas processing facility has been shut-in since mid-2014 due to significant technical issues, we have not been able to supply helium under the helium supply contract. In a case filed in November 2014 in the Ninth Judicial District Court of Sublette County, Wyoming, APMTG claimed multiple years of liquidated damages for non-delivery of volumes of helium specified under the helium supply contract. The Company claimed that its contractual obligations were excused by virtue of events that fall within the force majeure provisions in the helium supply contract.

On March 11, 2019, the trial court entered a final judgment that a force majeure condition did exist, but the Company’s performance was excused by the force majeure provisions of the contract for only a 35-day period in 2014, and as a result the Company should pay APMTG liquidated damages and interest thereon for those time periods from contract commencement to the close of evidence (November 29, 2017) when the Company’s performance was not excused as provided in the contract. The Company has filed a notice of appeal of the trial court’s ruling to the Wyoming Supreme Court, the results and timing of which cannot be currently predicted.

The Company’s position continues to be that its contractual obligations have been and continue to be excused by events that fall within the force majeure provisions in the helium supply contract. The Company intends to continue to vigorously defend its position and pursue all of its rights.

Absent reversal of the trial court’s ruling on appeal, the Company anticipates total liquidated damages would equal the $46.0 million aggregate cap under the helium supply contract (including $14.2 million of liquidated damages for the contract years ending July 31, 2018 and July 31, 2019) plus $4.7 million of associated costs (through September 30, 2019), for a total of $50.7 million, included in “Other liabilities” in our Unaudited Condensed Consolidated Balance Sheets as of September 30, 2019.

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•	Realized oil prices, including the impact of derivative settlements, decreased by $0.55 per Bbl, or 1%, compared to the prior-year period. See Results of Operations – Oil and Natural Gas Revenues.

•	Total production decreased by 2,740 BOE/d, or 5%, compared to the prior-year period. See Results of Operations – Production.

•	Noncash fair value adjustments on commodity derivatives increased $18.1 million compared to the prior-year period. See Results of Operations – Commodity Derivative Contracts.

•	Diluted common shares in the third quarter of 2019 include the impact of an additional 90.9 million shares, for a total diluted share count of 547.2 million shares, of the Company’s common stock issuable upon full conversion of our convertible senior

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•	During June 2019, through a series of debt exchanges, we extended the maturities of $348.4 million of our outstanding long-term debt to 2024 and reduced our debt principal by $120.0 million, whereby holders exchanged $468.4 million aggregate principal amount of our subordinated notes for:

–	$245.5 million aggregate principal amount of our new 6⅜% Convertible Senior Notes due 2024 (the “2024 Convertible Senior Notes”);

–	$102.6 million aggregate principal amount of new 7¾% Senior Secured Second Lien Notes due 2024 (the “7¾% Senior Secured Notes”); and

•

During June and July 2019, as part of creating a more liquid series of secured second lien debt due in 2024, we also exchanged $429.4 million of 7½% Senior Secured Second Lien Notes due 2024 for $429.2 million aggregate principal amount of 7¾% Senior Secured Notes. As a result of all of the above June and July note exchanges, we recognized a gain on debt extinguishment, net of transaction costs, totaling $100.5 million for the nine months ended September 30, 2019, in our Unaudited Condensed Consolidated Statements of Operations.

•

During the third quarter of 2019, we repurchased in open market transactions $11.0 million in aggregate principal amount of our then outstanding 5½% Senior Subordinated Notes due 2022 (the “5½% Senior Subordinated Notes”) for a total purchase price of $5.3 million, excluding accrued interest. In connection with these transactions, we recognized a $5.7 million gain on debt extinguishment, net of unamortized debt issuance costs written off, during the three and nine months ended September 30, 2019.

•

During October 2019, we repurchased principally through exchanges an additional $13.5 million in aggregate principal amount of our then outstanding 5½% Senior Subordinated Notes and $29.3 million in aggregate principal amount of our then outstanding 4⅝% Senior Subordinated Notes due 2023 (the “4⅝% Senior Subordinated Notes”) for $5.9 million in cash and issuance of 13.7 million shares of the Company’s common stock. In the aggregate, during the third quarter and October 2019, we have repurchased $53.8 million (approximately 15%) of our $357.8 million aggregate principal amount of senior subordinated notes outstanding as of June 30, 2019, in exchange for approximately $11.2 million of cash (excluding accrued and unpaid interest) and issuance of 13.7 million shares of Denbury Common Stock.

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•	A Consolidated Total Debt to Consolidated EBITDAX covenant, with such ratio not to exceed 5.25 to 1.0 through December 31, 2020, and 4.50 to 1.0 thereafter;

•	A consolidated senior secured debt to consolidated EBITDAX covenant, with such ratio not to exceed 2.5 to 1.0. Only debt under our Bank Credit Agreement is considered consolidated senior secured debt for purposes of this ratio;

•	A minimum permitted ratio of consolidated EBITDAX to consolidated interest charges of 1.25 to 1.0; and

•	A requirement to maintain a current ratio of 1.0 to 1.0.

•	$100 million allocated for tertiary oil field expenditures;

•	$70 million allocated for other areas, primarily non-tertiary oil field expenditures including exploitation;

•	$30 million to be spent on CO2 sources and pipelines; and

•	$50 million for other capital items such as capitalized internal acquisition, exploration and development costs and pre-production tertiary startup costs.

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(1)	Includes capitalized internal acquisition, exploration and development costs and pre-production tertiary startup costs.

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(1)	Barrel of oil equivalent using the ratio of one barrel of oil to six Mcf of natural gas (“BOE”).

(2)	See also Commodity Derivative Contracts below and Item 3. Quantitative and Qualitative Disclosures about Market Risk for information concerning our derivative transactions.

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(3)

Noncash fair value gains (losses) on commodity derivatives is a non-GAAP measure and is different from “Commodity derivatives expense (income)” in the Unaudited Condensed Consolidated Statements of Operations in that the noncash fair value gains (losses) on commodity derivatives represent only the net changes between periods of the fair market values of commodity derivative positions, and exclude the impact of settlements on commodity derivatives during the period, which were receipts on settlements of $8.1 million and $14.7 million for the three and nine months ended September 30, 2019, compared to payments on settlements of $61.6 million and $149.7 million for the three and nine months ended September 30, 2018, respectively. We believe that noncash fair value gains (losses) on commodity derivatives is a useful supplemental disclosure to “Commodity derivatives expense (income)” in order to differentiate noncash fair market value adjustments from receipts or payments upon settlements on commodity derivatives during the period. This supplemental disclosure is widely used within the industry and by securities analysts, banks and credit rating agencies in calculating EBITDA and in adjusting net income (loss) to present those measures on a comparative basis across companies, as well as to assess compliance with certain debt covenants. Noncash fair value gains (losses) on commodity derivatives is not a measure of financial or operating performance under GAAP, nor should it be considered in isolation or as a substitute for “Commodity derivatives expense (income)” in the Unaudited Condensed Consolidated Statements of Operations.

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(1)	Mature properties include Brookhaven, Cranfield, Eucutta, Little Creek, Mallalieu, Martinville, McComb and Soso fields.

(2)	Includes production from Citronelle Field sold in July 2019.

(3)	Includes production from Lockhart Crossing Field sold in the third quarter of 2018.

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•

Gulf Coast Region. Our average NYMEX oil differential in the Gulf Coast region was a positive $3.11 per Bbl and a positive $3.21 per Bbl during the third quarters of 2019 and 2018, respectively, and a positive $4.85 per Bbl during the second quarter of 2019. Generally, our Gulf Coast region differentials are positive to NYMEX and highly correlated to the changes in prices of Light Louisiana Sweet crude oil, which have generally strengthened over the past year, although recent Gulf Coast region differentials have softened.

•

Rocky Mountain Region. NYMEX oil differentials in the Rocky Mountain region averaged $1.65 per Bbl and $0.54 per Bbl below NYMEX during the third quarters of 2019 and 2018, respectively, and $1.48 per Bbl below NYMEX during the second quarter of 2019. Differentials in the Rocky Mountain region can fluctuate significantly on a month-to-month basis due to weather, refinery or transportation issues, and Canadian and U.S. crude oil price index volatility. Although our differentials in the Rocky Mountain region have weakened somewhat from a year ago, they have improved from the differentials we experienced in the fourth quarter of 2018 and first quarter of 2019.

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(1)	Noncash fair value gains (losses) on commodity derivatives is a non-GAAP measure. See Operating Results Table above for a discussion of the reconciliation between noncash fair value gains (losses) on commodity derivatives to “Commodity derivatives expense (income)” in the Unaudited Condensed Consolidated Statements of Operations.

(1)	Averages are volume weighted.

(2)	If oil prices were to average less than the sold put price, receipts on settlement would be limited to the difference between the floor price and the sold put price.

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(1)

Cash interest includes the portion of interest on certain debt instruments accounted for as a reduction of debt for GAAP financial reporting purposes in accordance with Financial Accounting Standards Board Codification (“FASC”) 470-60, Troubled Debt Restructuring by Debtors. The portion of interest treated as a reduction of debt relates to our 2021 Senior Secured Notes, 9¼% Senior Secured Second Lien Notes due 2022 (the “2022 Senior Secured Notes”), and our previously

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(2)	Represents amortization of debt discounts of $1.2 million and $1.4 million related to the 7¾% Senior Secured Notes during the three and nine months ended September 30, 2019, respectively, and $2.4 million and $2.7 million related to the 2024 Convertible Senior Notes during the three and nine months ended September 30, 2019, respectively.

(3)	Excludes debt discounts related to our 7¾% Senior Secured Notes and 2024 Convertible Senior Notes.

(4)	Includes commitment fees but excludes debt issue costs and amortization of discount.

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(1)	Noncash fair value gains (losses) on commodity derivatives is a non-GAAP measure. See Operating Results Table above for a discussion of the reconciliation between noncash fair value gains (losses) on commodity derivatives to “Commodity derivatives expense (income)” in the Unaudited Condensed Consolidated Statements of Operations.

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(1)	Shares purchased during the third quarter of 2019 were made in connection with the surrender of shares by our employees to satisfy their tax withholding requirements related to the vesting of restricted and performance shares.

(2)

In October 2011, we commenced a common share repurchase program, which has been approved for up to an aggregate of $1.162 billion of Denbury common shares by the Company’s Board of Directors. This program has effectively been suspended and we do not anticipate repurchasing shares of our common stock in the near future. The program has no pre-established ending date and may be suspended or discontinued at any time. We are not obligated to repurchase any dollar amount or specific number of shares of our common stock under the program.

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*	Included herewith.

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(a)	34% of the Award RSUs on July 17, 2020;

(b)	33% of the Award RSUs on July 19, 2021;

(c)	33% of the Award RSUs on July 18, 2022;

(d)	the date of Holder’s death or Disability;

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1.	I have reviewed this report on Form 10-Q of Denbury Resources Inc. (the registrant);

2.	Based on my knowledge, this 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 report;

3.	Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	I have reviewed this report on Form 10-Q of Denbury Resources Inc. (the registrant);

2.	Based on my knowledge, this 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 report;

3.	Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.	The Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Denbury.

v3.19.3

Revenue Recognition (Tables)	9 Months Ended
	Sep. 30, 2019
Revenue from Contract with Customer [Abstract]
Disaggregation of Revenue	The following table summarizes our revenues by product type for the three and nine months ended September 30, 2019 and 2018:     Three Months Ended   Nine Months Ended     September 30,   September 30, In thousands   2019   2018   2019   2018 Oil sales   $ 292,100   $ 377,329   $ 912,636   $ 1,088,021 Natural gas sales   1,092   2,299   5,554   7,193 CO2 sales and transportation fees   8,976   8,149   25,532   22,416 Purchased oil sales   5,468   265   8,274   1,668 Total revenues   $ 307,636   $ 388,042   $ 951,996   $ 1,119,298

v3.19.3

Fair Value Measurements	9 Months Ended
	Sep. 30, 2019
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 6. Fair Value Measurements The FASC Fair Value Measurement topic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (often referred to as the “exit price”). We utilize market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. We primarily apply the income approach for recurring fair value measurements and endeavor to utilize the best available information. Accordingly, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. We are able to classify fair value balances based on the observability of those inputs. The FASC establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: • Level 1 – Quoted prices in active markets for identical assets or liabilities as of the reporting date. • Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. Instruments in this category include non-exchange-traded oil derivatives that are based on NYMEX pricing and fixed-price swaps that are based on regional pricing other than NYMEX (e.g., Light Louisiana Sweet). Our costless collars and the sold put features of our three-way collars are valued using the Black-Scholes model, an industry standard option valuation model that takes into account inputs such as contractual prices for the underlying instruments, maturity, quoted forward prices for commodities, interest rates, volatility factors and credit worthiness, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. • Level 3 – Pricing inputs include significant inputs that are generally less observable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. As of September 30, 2019, instruments in this category include non-exchange-traded three-way collars that are based on regional pricing other than NYMEX (e.g., Light Louisiana Sweet). The valuation models utilized for costless collars and three-way collars are consistent with the methodologies described above; however, the implied volatilities utilized in the valuation of Level 3 instruments are developed using a benchmark, which is considered a significant unobservable input. An increase or decrease of 100 basis points in the implied volatility inputs utilized in our fair value measurement would result in a change of approximately $230 thousand in the fair value of these instruments as of September 30, 2019. We adjust the valuations from the valuation model for nonperformance risk, using our estimate of the counterparty’s credit quality for asset positions and our credit quality for liability positions. We use multiple sources of third-party credit data in determining counterparty nonperformance risk, including credit default swaps. The following table sets forth, by level within the fair value hierarchy, our financial assets and liabilities that were accounted for at fair value on a recurring basis as of the periods indicated:     Fair Value Measurements Using: In thousands   Quoted Prices in Active Markets (Level 1)   Significant Other Observable Inputs (Level 2)   Significant Unobservable Inputs (Level 3)   Total September 30, 2019                 Assets                 Oil derivative contracts – current   $ —   $ 46,099   $ 9,516   $ 55,615 Oil derivative contracts – long-term   —   9,799   1,684   11,483 Total Assets   $ —   $ 55,898   $ 11,200   $ 67,098                   December 31, 2018                 Assets                 Oil derivative contracts – current   $ —   $ 81,621   $ 11,459   $ 93,080 Oil derivative contracts – long-term   —   2,030   2,165   4,195 Total Assets   $ —   $ 83,651   $ 13,624   $ 97,275 Since we do not apply hedge accounting for our commodity derivative contracts, any gains and losses on our assets and liabilities are included in “Commodity derivatives expense (income)” in the accompanying Unaudited Condensed Consolidated Statements of Operations. Level 3 Fair Value Measurements The following table summarizes the changes in the fair value of our Level 3 assets and liabilities for the three and nine months ended September 30, 2019 and 2018:     Three Months Ended   Nine Months Ended     September 30,   September 30, In thousands   2019   2018   2019   2018 Fair value of Level 3 instruments, beginning of period   $ 6,073   $ (1,168 )   $ 13,624   $ — Fair value gains (losses) on commodity derivatives   6,450   (5,244 )   90   (6,412 ) Receipts on settlements of commodity derivatives   (1,323 )   —   (2,514 )   — Fair value of Level 3 instruments, end of period   $ 11,200   $ (6,412 )   $ 11,200   $ (6,412 )                   The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets or liabilities still held at the reporting date   $ 6,234   $ (5,244 )   $ 6,540   $ (6,412 ) We utilize an income approach to value our Level 3 three-way collars. We obtain and ensure the appropriateness of the significant inputs to the calculation, including contractual prices for the underlying instruments, maturity, forward prices for commodities, interest rates, volatility factors and credit worthiness, and the fair value estimate is prepared and reviewed on a quarterly basis. The following table details fair value inputs related to implied volatilities utilized in the valuation of our Level 3 oil derivative contracts:     Fair Value at 9/30/2019 (in thousands)   Valuation Technique   Unobservable Input   Volatility Range Oil derivative contracts   $ 11,200   Discounted cash flow / Black-Scholes   Volatility of Light Louisiana Sweet for settlement periods beginning after September 30, 2019   22.6% – 41.3% Other Fair Value Measurements The carrying value of our loans under our Bank Credit Agreement approximate fair value, as they are subject to short-term floating interest rates that approximate the rates available to us for those periods. We use a market approach to determine the fair value of our fixed-rate long-term debt using observable market data. The fair values of our senior secured second lien notes, convertible senior notes, and senior subordinated notes are based on quoted market prices, which are considered Level 1 measurements under the fair value hierarchy. The estimated fair value of the principal amount of our debt as of September 30, 2019 and December 31, 2018, excluding pipeline financing and capital lease obligations, was $1,768.0 million and $1,886.1 million, respectively. We have other financial instruments consisting primarily of cash, cash equivalents, U.S. Treasury Notes, short-term receivables and payables that approximate fair value due to the nature of the instrument and the relatively short maturities.

v3.19.3

Leases (Lease Operating Costs) (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019
Leases [Abstract]
Operating lease cost	$ 1,187	$ 6,014
Finance lease cost
Amortization of right-of-use assets	54	1,188
Interest on lease liabilities	2	40
Total finance lease cost	56	1,228
Sublease income	$ 964	$ 3,331

v3.19.3

Long-Term Debt (Components of Long-Term Debt) (Details) - USD ($) $ in Thousands		Sep. 30, 2019	Jun. 30, 2019	Jun. 19, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Senior Secured Bank Credit Agreement		$ 50,000			$ 0
Pipeline financings		171,067			180,073
Capital lease obligations		0			5,362
Total debt principal balance		2,436,399			2,532,207
Debt discount	[1]	(105,426)			0
Future interest payable	[2]	190,410			250,218
Debt issuance costs		(11,074)			(13,089)
Total debt, net of debt issuance costs and discount		2,510,309			2,769,336
Less: current maturities of long-term debt	[3]	(100,626)			(105,125)
Long-term Debt and Capital Lease Obligation		2,409,683			2,664,211
9% Senior Secured Second Lien Notes due 2021
Debt Instrument [Line Items]
Long-term Debt, Gross		$ 614,919			614,919
Debt Instrument, Interest Rate, Stated Percentage		9.00%
9 1/4% Senior Secured Second Lien Notes due 2022
Debt Instrument [Line Items]
Long-term Debt, Gross		$ 455,668			455,668
Debt Instrument, Interest Rate, Stated Percentage		9.25%
7 3/4% Senior Secured Second Lien Notes due 2024
Debt Instrument [Line Items]
Long-term Debt, Gross		$ 531,821	$ 528,000		0
Debt discount		$ (28,200)		$ (6,900)
Debt Instrument, Interest Rate, Stated Percentage		7.75%
7 1/2% Senior Secured Second Lien Notes due 2024
Debt Instrument [Line Items]
Long-term Debt, Gross		$ 20,641			450,000
Debt Instrument, Interest Rate, Stated Percentage		7.50%
6 3/8% Convertible Senior Notes due 2024
Debt Instrument [Line Items]
Long-term Debt, Gross		$ 245,548			0
Debt discount		$ (77,200)
Debt Instrument, Interest Rate, Stated Percentage		6.375%
6 3/8% Senior Subordinated Notes due 2021
Debt Instrument [Line Items]
Long-term Debt, Gross		$ 51,304			203,545
Debt Instrument, Interest Rate, Stated Percentage		6.375%
5 1/2% Senior Subordinated Notes due 2022
Debt Instrument [Line Items]
Long-term Debt, Gross		$ 83,736			314,662
Debt Instrument, Interest Rate, Stated Percentage		5.50%
4 5/8% Senior Subordinated Notes due 2023
Debt Instrument [Line Items]
Long-term Debt, Gross		$ 211,695			307,978
Debt Instrument, Interest Rate, Stated Percentage		4.625%
Future interest payable on senior secured notes
Debt Instrument [Line Items]
Less: current maturities of long-term debt		$ (85,909)			(85,303)
Long-term Debt and Capital Lease Obligation		$ 104,501			$ 164,914
[1] Consists of discounts related to the issuance during June 2019 of our new 7¾% Senior Secured Second Lien Notes due 2024 (the “7¾% Senior Secured Notes”) and new 6⅜% Convertible Senior Notes due 2024 (the “2024 Convertible Senior Notes”) of $28.2 million and $77.2 million, respectively (see 2019 Debt Reduction Transactions below) as of September 30, 2019 [2] Future interest payable represents most of the interest due over the terms of our 9% Senior Secured Second Lien Notes due 2021 (the “2021 Senior Secured Notes”) and 9¼% Senior Secured Second Lien Notes due 2022 (the “2022 Senior Secured Notes”) and has been accounted for as debt in accordance with FASC 470-60, Troubled Debt Restructuring by Debtors. [3] Our current maturities of long-term debt as of September 30, 2019 include $85.9 million of future interest payable related to the 2021 Senior Secured Notes and 2022 Senior Secured Notes that is due within the next twelve months.

v3.19.3

Fair Value Measurements (Level 3 Fair Value Measurements) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Fair Value, Net Derivative Asset Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Fair value of Level 3 instruments, beginning of period	$ 6,073	$ (1,168)	$ 13,624	$ 0
Fair value gains (losses) on commodity derivatives	6,450	(5,244)	90	(6,412)
Receipts on settlements of commodity derivatives	(1,323)	0	(2,514)	0
Fair value of Level 3 instruments, end of period	11,200	(6,412)	11,200	(6,412)
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets or liabilities still held at the reporting date	$ 6,234	$ (5,244)	$ 6,540	$ (6,412)

v3.19.3

Leases (Lease Term and Discount Rate) (Details)	Sep. 30, 2019
Weighted Average Remaining Lease Term
Operating leases	6 years
Finance leases	0 years
Weighted Average Discount Rate
Operating leases	6.80%
Finance leases	0.00%

v3.19.3

Basis of Presentation (Effect of the Adoption of ASC Topic 842 Leases) (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
Lease Assets and Liabilities [Line Items]
Operating Lease, Liability	$ 50,414	$ 55,800
Operating Lease, Right-of-Use Asset	$ 35,145	39,100	$ 0
Pre-Existing Lease Liability [Member]
Lease Assets and Liabilities [Line Items]
Operating Lease, Liability		$ 16,700

v3.19.3

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2019
Fair Value Disclosures [Abstract]
Fair value hierarchy of financial assets and liabilities	The following table sets forth, by level within the fair value hierarchy, our financial assets and liabilities that were accounted for at fair value on a recurring basis as of the periods indicated:     Fair Value Measurements Using: In thousands   Quoted Prices in Active Markets (Level 1)   Significant Other Observable Inputs (Level 2)   Significant Unobservable Inputs (Level 3)   Total September 30, 2019                 Assets                 Oil derivative contracts – current   $ —   $ 46,099   $ 9,516   $ 55,615 Oil derivative contracts – long-term   —   9,799   1,684   11,483 Total Assets   $ —   $ 55,898   $ 11,200   $ 67,098                   December 31, 2018                 Assets                 Oil derivative contracts – current   $ —   $ 81,621   $ 11,459   $ 93,080 Oil derivative contracts – long-term   —   2,030   2,165   4,195 Total Assets   $ —   $ 83,651   $ 13,624   $ 97,275
Changes in fair value of Level 3 assets and liabilities	The following table summarizes the changes in the fair value of our Level 3 assets and liabilities for the three and nine months ended September 30, 2019 and 2018:     Three Months Ended   Nine Months Ended     September 30,   September 30, In thousands   2019   2018   2019   2018 Fair value of Level 3 instruments, beginning of period   $ 6,073   $ (1,168 )   $ 13,624   $ — Fair value gains (losses) on commodity derivatives   6,450   (5,244 )   90   (6,412 ) Receipts on settlements of commodity derivatives   (1,323 )   —   (2,514 )   — Fair value of Level 3 instruments, end of period   $ 11,200   $ (6,412 )   $ 11,200   $ (6,412 )                   The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets or liabilities still held at the reporting date   $ 6,234   $ (5,244 )   $ 6,540   $ (6,412 )
Qualitative valuation techniques for assets and liabilities measured on a recurring basis (Level 3)	The following table details fair value inputs related to implied volatilities utilized in the valuation of our Level 3 oil derivative contracts:     Fair Value at 9/30/2019 (in thousands)   Valuation Technique   Unobservable Input   Volatility Range Oil derivative contracts   $ 11,200   Discounted cash flow / Black-Scholes   Volatility of Light Louisiana Sweet for settlement periods beginning after September 30, 2019   22.6% – 41.3%

v3.19.3

Fair Value Measurements (Details Textuals) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Fair Value Disclosures [Abstract]
Sensitivity Analysis of Fair Value, Impact of 100 Basis Point Increase or Decrease in Level 3 Inputs	$ 230
Debt, Fair Value	$ 1,768,000	$ 1,886,100

v3.19.3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands		Sep. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Commitments and contingencies (Note 7)
Debt Instrument [Line Items]
Future interest payable - current	[1]	100,626	105,125
Future interest payable - long-term		$ 2,409,683	$ 2,664,211
Stockholders' equity
Preferred stock, par value		$ 0.001	$ 0.001
Preferred stock, shares authorized		25,000,000	25,000,000
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Common stock, par value		$ 0.001	$ 0.001
Common stock, shares authorized		750,000,000
Common stock, shares issued		473,213,227	462,355,725
Treasury stock, shares		3,620,785	1,941,749
Future interest payable on senior secured notes
Debt Instrument [Line Items]
Future interest payable - current		$ 85,909	$ 85,303
Future interest payable - long-term		$ 104,501	$ 164,914
[1] Our current maturities of long-term debt as of September 30, 2019 include $85.9 million of future interest payable related to the 2021 Senior Secured Notes and 2022 Senior Secured Notes that is due within the next twelve months.

v3.19.3

Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock ($.001 Par Value)	Paid-In Capital in Excess of Par	Retained Earnings (Accumulated Deficit)	Treasury Stock (at cost)
Beginning balance, shares at Dec. 31, 2017		402,549,346			457,041
Beginning balance at Dec. 31, 2017	$ 648,165	$ 403	$ 2,507,828	$ (1,855,810)	$ (4,256)
Issued or purchased pursuant to stock compensation plans, shares		378,595
Stock-based compensation, value	3,303		3,303
Tax withholding - stock compensation, shares					330,826
Tax withholding - stock compensation, value	(828)				$ (828)
Net income (loss)	39,578			39,578
Ending balance, shares at Mar. 31, 2018		402,927,941			787,867
Ending balance at Mar. 31, 2018	690,218	$ 403	2,511,131	(1,816,232)	$ (5,084)
Beginning balance, shares at Dec. 31, 2017		402,549,346			457,041
Beginning balance at Dec. 31, 2017	648,165	$ 403	2,507,828	(1,855,810)	$ (4,256)
Net income (loss)	148,219
Ending balance, shares at Sep. 30, 2018		462,462,855			1,893,882
Ending balance at Sep. 30, 2018	963,184	$ 462	2,680,899	(1,707,591)	$ (10,586)
Beginning balance, shares at Mar. 31, 2018		402,927,941			787,867
Beginning balance at Mar. 31, 2018	690,218	$ 403	2,511,131	(1,816,232)	$ (5,084)
Issued or purchased pursuant to stock compensation plans, shares		36,437
Issued pursuant to notes conversion, shares		55,249,999
Issued pursuant to notes conversion, value	162,050	$ 55	161,995
Stock-based compensation, value	3,226		3,226
Tax withholding - stock compensation, shares					18,451
Tax withholding - stock compensation, value	(71)				$ (71)
Net income (loss)	30,222			30,222
Ending balance, shares at Jun. 30, 2018		458,214,377			806,318
Ending balance at Jun. 30, 2018	885,645	$ 458	2,676,352	(1,786,010)	$ (5,155)
Issued or purchased pursuant to stock compensation plans, shares		4,248,522
Issued or purchased pursuant to stock compensation plans, value		$ 4	(4)
Issued pursuant to notes conversion, shares		(44)
Issued pursuant to notes conversion, value	(46)		(46)
Stock-based compensation, value	4,597		4,597
Tax withholding - stock compensation, shares					1,087,564
Tax withholding - stock compensation, value	(5,431)				$ (5,431)
Net income (loss)	78,419			78,419
Ending balance, shares at Sep. 30, 2018		462,462,855			1,893,882
Ending balance at Sep. 30, 2018	$ 963,184	$ 462	2,680,899	(1,707,591)	$ (10,586)
Beginning balance, shares at Dec. 31, 2018	462,355,725	462,355,725			1,941,749
Beginning balance at Dec. 31, 2018	$ 1,141,777	$ 462	2,685,211	(1,533,112)	$ (10,784)
Issued or purchased pursuant to stock compensation plans, shares		1,331,050
Issued or purchased pursuant to stock compensation plans, value	2	$ 2
Issued pursuant to directors' compensation plan, shares		41,487
Stock-based compensation, value	4,306		4,306
Tax withholding - stock compensation, shares					531,494
Tax withholding - stock compensation, value	(1,091)				$ (1,091)
Net income (loss)	(25,674)			(25,674)
Ending balance, shares at Mar. 31, 2019		463,728,262			2,473,243
Ending balance at Mar. 31, 2019	$ 1,119,320	$ 464	2,689,517	(1,558,786)	$ (11,875)
Beginning balance, shares at Dec. 31, 2018	462,355,725	462,355,725			1,941,749
Beginning balance at Dec. 31, 2018	$ 1,141,777	$ 462	2,685,211	(1,533,112)	$ (10,784)
Net income (loss)	$ 193,880
Ending balance, shares at Sep. 30, 2019	473,213,227	473,213,227			3,620,785
Ending balance at Sep. 30, 2019	$ 1,346,120	$ 473	2,698,158	(1,339,232)	$ (13,279)
Beginning balance, shares at Mar. 31, 2019		463,728,262			2,473,243
Beginning balance at Mar. 31, 2019	1,119,320	$ 464	2,689,517	(1,558,786)	$ (11,875)
Issued or purchased pursuant to stock compensation plans, shares		400,850
Issued pursuant to directors' compensation plan, shares		37,367
Stock-based compensation, value	4,667		4,667
Tax withholding - stock compensation, shares					1,661
Tax withholding - stock compensation, value	(3)				$ (3)
Net income (loss)	146,692			146,692
Ending balance, shares at Jun. 30, 2019		464,166,479			2,474,904
Ending balance at Jun. 30, 2019	1,270,676	$ 464	2,694,184	(1,412,094)	$ (11,878)
Issued or purchased pursuant to stock compensation plans, shares		9,046,748
Issued or purchased pursuant to stock compensation plans, value		$ 9	(9)
Stock-based compensation, value	3,983		3,983
Tax withholding - stock compensation, shares					1,145,881
Tax withholding - stock compensation, value	(1,401)				$ (1,401)
Net income (loss)	$ 72,862			72,862
Ending balance, shares at Sep. 30, 2019	473,213,227	473,213,227			3,620,785
Ending balance at Sep. 30, 2019	$ 1,346,120	$ 473	$ 2,698,158	$ (1,339,232)	$ (13,279)

v3.19.3

Basis of Presentation (Antidilutive Securities) (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Stock appreciation rights
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,011	2,689	2,043	2,824
Restricted stock and performance-based equity awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	7,996	0	5,859	203

v3.19.3

Commodity Derivative Contracts (Tables)	9 Months Ended
	Sep. 30, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Commodity derivative contracts not classified as hedging instruments	The following table summarizes our commodity derivative contracts as of September 30, 2019, none of which are classified as hedging instruments in accordance with the FASC Derivatives and Hedging topic: Months   Index Price   Volume (Barrels per day)   Contract Prices ($/Bbl) Range(1)   Weighted Average Price Swap   Sold Put   Floor   Ceiling Oil Contracts:                               2019 Fixed-Price Swaps                               Oct – Dec   NYMEX   2,000   $ 60.00 – 61.20   $ 60.60   $ —   $ —   $ — Oct – Dec   Argus LLS   13,000     60.00 – 74.90   64.69   —   —   — 2019 Three-Way Collars(2)                               Oct – Dec   NYMEX   23,000   $ 55.00 – 75.45   $ —   $ 48.57   $ 56.61   $ 69.04 Oct – Dec   Argus LLS   5,500     62.00 – 86.00   —   54.73   63.09   79.93 2020 Fixed-Price Swaps                               Jan – Dec   NYMEX   2,000   $ 60.00 – 61.00   $ 60.59   $ —   $ —   $ — Jan – Dec   Argus LLS   4,500     60.72 – 64.26   62.29   —   —   — 2020 Three-Way Collars(2)                               Jan – June   NYMEX   16,000   $ 55.00 – 82.65   $ —   $ 48.17   $ 57.62   $ 64.19 Jan – June   Argus LLS   6,000     61.00 – 87.10   —   53.42   63.19   71.16 July – Dec   NYMEX   14,000     55.00 – 82.65   —   48.18   57.56   64.17 July – Dec   Argus LLS   4,000     61.00 – 87.10   —   53.50   63.16   72.99 (1) Ranges presented for fixed-price swaps represent the lowest and highest fixed prices of all open contracts for the period presented. For three-way collars, ranges represent the lowest floor price and highest ceiling price for all open contracts for the period presented. (2) A three-way collar is a costless collar contract combined with a sold put feature (at a lower price) with the same counterparty. The value received for the sold put is used to enhance the contracted floor and ceiling price of the related collar. At the contract settlement date, (1) if the index price is higher than the ceiling price, we pay the counterparty the difference between the index price and ceiling price for the contracted volumes, (2) if the index price is between the floor and ceiling price, no settlements occur, (3) if the index price is lower than the floor price but at or above the sold put price, the counterparty pays us the difference between the index price and the floor price for the contracted volumes and (4) if the index price is lower than the sold put price, the counterparty pays us the difference between the floor price and the sold put price for the contracted volumes.

v3.19.3

Leases (Supplemental Balance Sheet Information Related To Leases) (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
Operating Leases
Operating lease right-of-use assets	$ 35,145	$ 39,100	$ 0
Operating lease liabilities - current	6,710		0
Operating lease liabilities - long-term	43,704		$ 0
Total operating lease liabilities	50,414	$ 55,800
Finance leases
Other property and equipment	0
Accumulated depreciation	0
Other property and equipment, net	0
Current maturities of long-term debt	0
Long-term debt, net of current portion	0
Total finance lease liabilities	$ 0

v3.19.3

Commitments and Contingencies (Helium Supply Arrangement) (Details) $ in Millions	9 Months Ended
	Sep. 30, 2019 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Term of long term supply arrangement	20 years
Maximum annual payment in event of shortfall	$ 8.0
Maximum payment in event of shortfall	$ 46.0

v3.19.3

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands		Sep. 30, 2019	Dec. 31, 2018
Current assets
Cash and cash equivalents		$ 514	$ 38,560
Accrued production receivable		127,216	125,788
Trade and other receivables, net		27,949	26,970
Derivative assets		55,615	93,080
Other current assets		11,491	11,896
Total current assets		222,785	296,294
Oil and natural gas properties (using full cost accounting)
Proved properties		11,315,866	11,072,209
Unevaluated properties		942,859	996,700
CO2 properties		1,199,339	1,196,795
Pipelines and plants		2,327,671	2,302,817
Other property and equipment		215,794	250,279
Less accumulated depletion, depreciation, amortization and impairment		(11,629,245)	(11,500,190)
Net property and equipment		4,372,284	4,318,610
Operating lease right-of-use assets		35,145	0
Derivative assets		11,483	4,195
Other assets		112,013	104,123
Total assets		4,753,710	4,723,222
Current liabilities
Accounts payable and accrued liabilities		159,256	198,380
Oil and gas production payable		58,881	61,288
Current maturities of long-term debt (including future interest payable of $85,909 and $85,303, respectively - see Note 4)	[1]	100,626	105,125
Operating lease liabilities		6,710	0
Total current liabilities		325,473	364,793
Long-term liabilities
Long-term debt, net of current portion (including future interest payable of $104,501 and $164,914, respectively - see Note 4)		2,409,683	2,664,211
Asset retirement obligations		175,716	174,470
Deferred tax liabilities, net		400,213	309,758
Operating lease liabilities		43,704	0
Other liabilities		52,801	68,213
Total long-term liabilities		3,082,117	3,216,652
Commitments and contingencies (Note 7)
Stockholders' equity
Preferred stock, $.001 par value, 25,000,000 shares authorized, none issued and outstanding		0	0
Common stock, $.001 par value, 750,000,000 shares authorized; 473,213,227 and 462,355,725 shares issued, respectively		473	462
Paid-in capital in excess of par		2,698,158	2,685,211
Accumulated deficit		(1,339,232)	(1,533,112)
Treasury stock, at cost, 3,620,785 and 1,941,749 shares, respectively		(13,279)	(10,784)
Total stockholders' equity		1,346,120	1,141,777
Total liabilities and stockholders' equity		$ 4,753,710	$ 4,723,222
[1] Our current maturities of long-term debt as of September 30, 2019 include $85.9 million of future interest payable related to the 2021 Senior Secured Notes and 2022 Senior Secured Notes that is due within the next twelve months.

v3.19.3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash flows from operating activities
Net income (loss)	$ 193,880	$ 148,219
Adjustments to reconcile net income to cash flows from operating activities
Depletion, depreciation, and amortization	170,625	156,711
Deferred income taxes	90,454	42,741
Stock-based compensation	9,866	8,711
Commodity derivatives expense	15,462	189,601
Receipt (payment) on settlements of commodity derivatives	14,714	(149,738)
Gain on debt extinguishment	(106,220)	0
Debt issuance costs and discounts	7,607	4,980
Other, net	(6,862)	(7,066)
Changes in assets and liabilities, net of effects from acquisitions
Accrued production receivable	(1,428)	(17,140)
Trade and other receivables	(147)	139
Other current and long-term assets	27	(4,467)
Accounts payable and accrued liabilities	(33,167)	27,435
Oil and natural gas production payable	(1,819)	(3,764)
Other liabilities	(9,414)	(2,832)
Net cash provided by operating activities	343,578	393,530
Cash flows from investing activities
Oil and natural gas capital expenditures	(204,904)	(210,504)
Pipelines and plants capital expenditures	(25,965)	(19,134)
Net proceeds from sales of oil and natural gas properties and equipment	10,494	7,308
Other	5,797	5,598
Net cash used in investing activities	(214,578)	(216,732)
Cash flows from financing activities
Bank repayments	(641,000)	(1,943,653)
Bank borrowings	691,000	1,468,653
Proceeds from issuance of senior secured notes	0	450,000
Interest payments treated as a reduction of debt	(59,808)	(37,233)
Cash paid in conjunction with debt exchange	(125,268)	0
Costs of debt financing	(11,017)	(15,933)
Pipeline financing and capital lease debt repayments	(10,279)	(18,353)
Other	5,470	(13,288)
Net cash used in financing activities	(150,902)	(109,807)
Net increase (decrease) in cash, cash equivalents, and restricted cash	(21,902)	66,991
Cash, cash equivalents, and restricted cash at beginning of period	54,949	15,992
Cash, cash equivalents, and restricted cash at end of period	$ 33,047	$ 82,983

v3.19.3

Basis of Presentation (Tables)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Schedule of cash, cash equivalents, and restricted cash	The following table provides a reconciliation of cash, cash equivalents, and restricted cash as reported within the Unaudited Condensed Consolidated Balance Sheets to “Cash, cash equivalents, and restricted cash at end of period” as reported within the Unaudited Condensed Consolidated Statements of Cash Flows: In thousands   September 30, 2019   December 31, 2018 Cash and cash equivalents   $ 514   $ 38,560 Restricted cash included in other assets   32,533   16,389 Total cash, cash equivalents, and restricted cash shown in the Unaudited Condensed Consolidated Statements of Cash Flows   $ 33,047   $ 54,949
Schedule of earnings per share, basic and diluted reconciliation	The following table sets forth the reconciliations of net income and weighted average shares used for purposes of calculating the basic and diluted net income per common share for the periods indicated:     Three Months Ended   Nine Months Ended     September 30,   September 30, In thousands   2019   2018   2019   2018 Numerator                 Net income – basic   $ 72,862   $ 78,419   $ 193,880   $ 148,219 Effect of potentially dilutive securities                 Interest on convertible senior notes including amortization of discount, net of tax   5,101   —   5,649   538 Net income – diluted   $ 77,963   $ 78,419   $ 199,529   $ 148,757                   Denominator                 Weighted average common shares outstanding – basic   455,487   451,256   453,287   426,036 Effect of potentially dilutive securities                 Restricted stock and performance-based equity awards   865   7,194   2,489   6,983 Convertible senior notes(1)   90,853   —   34,278   22,915 Weighted average common shares outstanding – diluted   547,205   458,450   490,054   455,934 (1) For the nine months ended September 30, 2019, shares shown under “convertible senior notes” represent proration of the impact over the period of the approximately 90.9 million shares of the Company’s common stock issuable upon full conversion of our convertible senior notes which were issued on June 19, 2019 (see Note 4, Long-Term Debt – 2019 Debt Reduction Transactions).
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The following securities could potentially dilute earnings per share in the future, but were excluded from the computation of diluted net income per share, as their effect would have been antidilutive:     Three Months Ended   Nine Months Ended     September 30,   September 30, In thousands   2019   2018   2019   2018 Stock appreciation rights   2,011   2,689   2,043   2,824 Restricted stock and performance-based equity awards   7,996   —   5,859   203

v3.19.3

Commodity Derivative Contracts	9 Months Ended
	Sep. 30, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Commodity Derivative Contracts	Note 5. Commodity Derivative Contracts We do not apply hedge accounting treatment to our oil and natural gas derivative contracts; therefore, the changes in the fair values of these instruments are recognized in income in the period of change.  These fair value changes, along with the settlements of expired contracts, are shown under “Commodity derivatives expense (income)” in our Unaudited Condensed Consolidated Statements of Operations. Historically, we have entered into various oil and natural gas derivative contracts to provide an economic hedge of our exposure to commodity price risk associated with anticipated future oil and natural gas production and to provide more certainty to our future cash flows. We do not hold or issue derivative financial instruments for trading purposes. Generally, these contracts have consisted of various combinations of price floors, collars, three-way collars, fixed-price swaps, fixed-price swaps enhanced with a sold put, and basis swaps. The production that we hedge has varied from year to year depending on our levels of debt, financial strength and expectation of future commodity prices. We manage and control market and counterparty credit risk through established internal control procedures that are reviewed on an ongoing basis.  We attempt to minimize credit risk exposure to counterparties through formal credit policies, monitoring procedures and diversification, and all of our commodity derivative contracts are with parties that are lenders under our Bank Credit Agreement (or affiliates of such lenders). As of September 30, 2019, all of our outstanding derivative contracts were subject to enforceable master netting arrangements whereby payables on those contracts can be offset against receivables from separate derivative contracts with the same counterparty. It is our policy to classify derivative assets and liabilities on a gross basis on our balance sheets, even if the contracts are subject to enforceable master netting arrangements. The following table summarizes our commodity derivative contracts as of September 30, 2019, none of which are classified as hedging instruments in accordance with the FASC Derivatives and Hedging topic: Months   Index Price   Volume (Barrels per day)   Contract Prices ($/Bbl) Range(1)   Weighted Average Price Swap   Sold Put   Floor   Ceiling Oil Contracts:                               2019 Fixed-Price Swaps                               Oct – Dec   NYMEX   2,000   $ 60.00 – 61.20   $ 60.60   $ —   $ —   $ — Oct – Dec   Argus LLS   13,000     60.00 – 74.90   64.69   —   —   — 2019 Three-Way Collars(2)                               Oct – Dec   NYMEX   23,000   $ 55.00 – 75.45   $ —   $ 48.57   $ 56.61   $ 69.04 Oct – Dec   Argus LLS   5,500     62.00 – 86.00   —   54.73   63.09   79.93 2020 Fixed-Price Swaps                               Jan – Dec   NYMEX   2,000   $ 60.00 – 61.00   $ 60.59   $ —   $ —   $ — Jan – Dec   Argus LLS   4,500     60.72 – 64.26   62.29   —   —   — 2020 Three-Way Collars(2)                               Jan – June   NYMEX   16,000   $ 55.00 – 82.65   $ —   $ 48.17   $ 57.62   $ 64.19 Jan – June   Argus LLS   6,000     61.00 – 87.10   —   53.42   63.19   71.16 July – Dec   NYMEX   14,000     55.00 – 82.65   —   48.18   57.56   64.17 July – Dec   Argus LLS   4,000     61.00 – 87.10   —   53.50   63.16   72.99 (1) Ranges presented for fixed-price swaps represent the lowest and highest fixed prices of all open contracts for the period presented. For three-way collars, ranges represent the lowest floor price and highest ceiling price for all open contracts for the period presented. (2) A three-way collar is a costless collar contract combined with a sold put feature (at a lower price) with the same counterparty. The value received for the sold put is used to enhance the contracted floor and ceiling price of the related collar. At the contract settlement date, (1) if the index price is higher than the ceiling price, we pay the counterparty the difference between the index price and ceiling price for the contracted volumes, (2) if the index price is between the floor and ceiling price, no settlements occur, (3) if the index price is lower than the floor price but at or above the sold put price, the counterparty pays us the difference between the index price and the floor price for the contracted volumes and (4) if the index price is lower than the sold put price, the counterparty pays us the difference between the floor price and the sold put price for the contracted volumes.

v3.19.3

Fair Value Measurements (Level 3 Valuation Techniques) (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Dec. 31, 2017
Fair Value Measurements, Recurring and nonrecurring, Valuation Techniques [Line Items]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis with Unobservable Inputs	$ 11,200	$ 6,073	$ 13,624	$ (6,412)	$ (1,168)	$ 0
Income Approach Valuation Technique
Fair Value Measurements, Recurring and nonrecurring, Valuation Techniques [Line Items]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis with Unobservable Inputs	$ 11,200
Income Approach Valuation Technique | Minimum
Fair Value Measurements, Recurring and nonrecurring, Valuation Techniques [Line Items]
Volatility Range	22.60%
Income Approach Valuation Technique | Maximum
Fair Value Measurements, Recurring and nonrecurring, Valuation Techniques [Line Items]
Volatility Range	41.30%

v3.19.3

Leases (Supplemental Cash Flow Information Related to Leases) (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$ 7,335
Operating cash flows from interest on finance leases	40
Financing cash flows from finance leases	1,275
Right-of-use assets obtained in exchange for lease obligations
Operating leases	307
Finance leases	$ 0

v3.19.3

Long-Term Debt Textuals (Details)		1 Months Ended			3 Months Ended			9 Months Ended
		Oct. 31, 2019 USD ($) shares	Jul. 31, 2019 USD ($)	Jun. 30, 2019 USD ($) shares D $ / shares	Sep. 30, 2019 USD ($) shares	Jun. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2019 USD ($) Rate shares	Sep. 30, 2018 USD ($)	Jun. 19, 2019 USD ($)	Dec. 31, 2018 USD ($) shares
Debt Instrument [Line Items]
Interest in guarantor subsidiaries					100.00%			100.00%
Borrowing base					$ 615,000,000			$ 615,000,000
Lender commitments					615,000,000			$ 615,000,000
Line of Credit Facility, Interest Rate During Period | Rate								4.70%
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage								0.50%
Senior secured debt to consolidated EBITDAX								2.5
Consolidated EBITDAX to consolidated interest charges								1.25
Current ratio requirement								1.0
Long-Term Debt (Textual) [Abstract]
Cash paid in conjunction with debt exchange				$ 120,000,000.0				$ 125,268,000	$ 0
Gain on debt extinguishment					5,874,000	$ 100,300,000	$ 0	106,220,000	$ 0
Debt discount	[1]				$ 105,426,000			$ 105,426,000			$ 0
Debt Instrument, Convertible, Number of Equity Instruments | shares					90,900,000
Common Stock, Shares, Issued | shares					473,213,227			473,213,227			462,355,725
Future interest payable - current	[2]				$ 100,626,000			$ 100,626,000			$ 105,125,000
Convertible Debt [Abstract]
Share conversion rate per $1,000 principal				370
Volume weighted average stock price for automatic conversion | $ / shares				$ 2.43
Threshold trading days for automatic debt conversion | D				10
Consecutive trading days threshold for automatic debt conversion | shares				15
Subsequent Event
Long-Term Debt (Textual) [Abstract]
Cash paid in conjunction with debt exchange		$ 5,900,000
Common Stock, Shares, Issued | shares		13,700,000
Portion of exchange related to Senior Secured Notes
Long-Term Debt (Textual) [Abstract]
Debt Instrument, Face Amount					$ 425,400,000			$ 425,400,000
Gain on debt extinguishment				$ 0
4 5/8% Senior Subordinated Notes due 2023
Long-Term Debt (Textual) [Abstract]
Debt Exchange, Amount				96,300,000
4 5/8% Senior Subordinated Notes due 2023 | Subsequent Event
Long-Term Debt (Textual) [Abstract]
Debt Exchange, Amount		$ 29,300,000
7 3/4% Senior Secured Second Lien Notes due 2024
Long-Term Debt (Textual) [Abstract]
Debt Instrument, Face Amount			$ 3,800,000	102,600,000		102,600,000
Debt Instrument, Interest Rate, Stated Percentage					7.75%			7.75%
Gain on debt extinguishment					$ 200,000			$ 100,500,000
Long-term Debt, Gross				$ 528,000,000.0	531,821,000	$ 528,000,000.0		531,821,000			0
Debt discount					$ 28,200,000			$ 28,200,000		$ 6,900,000
Debt Instrument, Interest Rate, Effective Percentage				9.39%		9.39%
Fair Value Issuance Percentage				94.00%		94.00%
7 3/4% Senior Secured Second Lien Notes due 2024 | Portion of notes exchange related to senior subordinated notes
Long-Term Debt (Textual) [Abstract]
Debt discount										22,600,000
7 3/4% Senior Secured Second Lien Notes due 2024 | Debt Instrument, Redemption, Period One
Long-Term Debt (Textual) [Abstract]
Debt Instrument, Redemption Price, Percentage				107.75%
7 3/4% Senior Secured Second Lien Notes due 2024 | Initial Redemption Period With Proceeds From Equity Offering
Long-Term Debt (Textual) [Abstract]
Debt Instrument, Percentage of Principal Amount Available To Be Redeemed				35.00%
7 3/4% Senior Secured Second Lien Notes due 2024 | Debt Instrument, Redemption, Period Two
Long-Term Debt (Textual) [Abstract]
Debt Instrument, Redemption Price, Percentage				103.875%
7 3/4% Senior Secured Second Lien Notes due 2024 | Initial Redemption Period With Make Whole Premium
Long-Term Debt (Textual) [Abstract]
Debt Instrument, Redemption Price, Percentage				100.00%
6 3/8% Convertible Senior Notes due 2024
Long-Term Debt (Textual) [Abstract]
Debt Instrument, Interest Rate, Stated Percentage					6.375%			6.375%
Long-term Debt, Gross					$ 245,548,000			$ 245,548,000			0
Debt discount					77,200,000			77,200,000
Debt Instrument, Interest Rate, Effective Percentage				15.31%		15.31%
Fair Value Issuance Percentage				67.00%		67.00%
Debt Instrument, Convertible, Number of Equity Instruments | shares				90,900,000
6 3/8% Convertible Senior Notes due 2024 | Portion of notes exchange related to senior subordinated notes
Long-Term Debt (Textual) [Abstract]
Debt discount										$ 79,900,000
5.5% Senior Subordinated Notes Due 2022 [Member]
Long-Term Debt (Textual) [Abstract]
Debt Exchange, Amount					11,000,000.0
Cash					$ 5,300,000			$ 5,300,000
Debt Instrument, Interest Rate, Stated Percentage					5.50%			5.50%
Gain on debt extinguishment					$ 5,700,000
Long-term Debt, Gross					$ 83,736,000			$ 83,736,000			314,662,000
6 3/8% Senior Subordinated Notes due 2021
Long-Term Debt (Textual) [Abstract]
Debt Exchange, Amount				$ 152,200,000
Debt Instrument, Interest Rate, Stated Percentage					6.375%			6.375%
Long-term Debt, Gross					$ 51,304,000			$ 51,304,000			203,545,000
7 1/2% Senior Secured Second Lien Notes due 2024
Long-Term Debt (Textual) [Abstract]
Debt Exchange, Amount			$ 4,000,000.0	425,400,000
Debt Instrument, Interest Rate, Stated Percentage					7.50%			7.50%
Long-term Debt, Gross					$ 20,641,000			$ 20,641,000			$ 450,000,000
5 1/2% Senior Subordinated Notes due 2022
Long-Term Debt (Textual) [Abstract]
Debt Exchange, Amount				219,900,000
5 1/2% Senior Subordinated Notes due 2022 | Subsequent Event
Long-Term Debt (Textual) [Abstract]
Debt Exchange, Amount		$ 13,500,000
Year 2019
Senior Secured Bank Credit Facility [Abstract]
Total Debt to Consolidated EBITDAX								5.25
Year 2020
Senior Secured Bank Credit Facility [Abstract]
Total Debt to Consolidated EBITDAX								5.25
Q1 | Year 2021
Senior Secured Bank Credit Facility [Abstract]
Total Debt to Consolidated EBITDAX								4.50
Q2 | Year 2021
Senior Secured Bank Credit Facility [Abstract]
Total Debt to Consolidated EBITDAX								4.5
Q3 | Year 2021
Senior Secured Bank Credit Facility [Abstract]
Total Debt to Consolidated EBITDAX								4.5
Senior Subordinated Notes
Long-Term Debt (Textual) [Abstract]
Debt Exchange, Amount				$ 468,400,000
[1] Consists of discounts related to the issuance during June 2019 of our new 7¾% Senior Secured Second Lien Notes due 2024 (the “7¾% Senior Secured Notes”) and new 6⅜% Convertible Senior Notes due 2024 (the “2024 Convertible Senior Notes”) of $28.2 million and $77.2 million, respectively (see 2019 Debt Reduction Transactions below) as of September 30, 2019 [2] Our current maturities of long-term debt as of September 30, 2019 include $85.9 million of future interest payable related to the 2021 Senior Secured Notes and 2022 Senior Secured Notes that is due within the next twelve months.

v3.19.3

Revenue Recognition (Disaggregation of Revenue) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Disaggregation of Revenue [Line Items]
Revenues	$ 307,636	$ 388,042	$ 951,996	$ 1,119,298
Oil sales
Disaggregation of Revenue [Line Items]
Revenues	292,100	377,329	912,636	1,088,021
Natural gas sales
Disaggregation of Revenue [Line Items]
Revenues	1,092	2,299	5,554	7,193
CO2 sales and transportation fees
Disaggregation of Revenue [Line Items]
Revenues	8,976	8,149	25,532	22,416
Purchased oil sales
Disaggregation of Revenue [Line Items]
Revenues	$ 5,468	$ 265	$ 8,274	$ 1,668

v3.19.3

Basis of Presentation (Cash, Cash Equivalents, and Restricted Cash) (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018	Dec. 31, 2017
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]
Cash and cash equivalents	$ 514	$ 38,560
Restricted cash included in other assets	32,533	16,389
Total cash, cash equivalents, and restricted cash shown in the Unaudited Condensed Consolidated Statements of Cash Flows	$ 33,047	$ 54,949	$ 82,983	$ 15,992

v3.19.3

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenues and other income	$ 315,453	$ 394,973	$ 964,270	$ 1,135,270
Expenses
Taxes other than income	22,010	27,344	71,312	81,897
General and administrative expenses	18,266	21,579	54,697	61,223
Interest, net of amounts capitalized of $8,773, $9,514, $27,545 and $26,817, respectively	22,858	18,527	60,672	51,974
Depletion, depreciation, and amortization	55,064	51,316	170,625	156,711
Commodity derivatives expense (income)	(43,155)	44,577	15,462	189,601
Gain on debt extinguishment	(5,874)	0	(106,220)	0
Other expenses	2,140	2,980	8,664	10,544
Total expenses	205,541	300,938	678,722	947,984
Income before income taxes	109,912	94,035	285,548	187,286
Income tax provision	37,050	15,616	91,668	39,067
Net income	$ 72,862	$ 78,419	$ 193,880	$ 148,219
Net income per common share
Basic	$ 0.16	$ 0.17	$ 0.43	$ 0.35
Diluted	$ 0.14	$ 0.17	$ 0.41	$ 0.33
Weighted average common shares outstanding
Basic	455,487	451,256	453,287	426,036
Diluted	547,205	458,450	490,054	455,934
Other income
Revenues and other income	$ 7,817	$ 6,931	$ 12,274	$ 15,972
Transportation and marketing
Operating expenses	10,067	11,116	32,076	31,671
Oil, natural gas, and related product sales
Revenues and other income	293,192	379,628	918,190	1,095,214
Operating expenses	117,850	122,527	361,205	361,267
CO2
Revenues and other income	8,976	8,149	25,532	22,416
Operating expenses	879	708	2,016	1,670
Purchased oil sales
Revenues and other income	5,468	265	8,274	1,668
Operating expenses	$ 5,436	$ 264	$ 8,213	$ 1,426

v3.19.3

Basis of Presentation	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Basis of Presentation and Significant Accounting Policies	Note 1. Basis of Presentation Organization and Nature of Operations Denbury Resources Inc., a Delaware corporation, is an independent oil and natural gas company with operations focused in two key operating areas: the Gulf Coast and Rocky Mountain regions.  Our goal is to increase the value of our properties through a combination of exploitation, drilling and proven engineering extraction practices, with the most significant emphasis relating to CO2 enhanced oil recovery operations. Interim Financial Statements The accompanying unaudited condensed consolidated financial statements of Denbury Resources Inc. and its subsidiaries have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.  These financial statements and the notes thereto should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2018 (the “Form 10-K”).  Unless indicated otherwise or the context requires, the terms “we,” “our,” “us,” “Company” or “Denbury,” refer to Denbury Resources Inc. and its subsidiaries. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year end, and the results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the year.  In management’s opinion, the accompanying unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair statement of our consolidated financial position as of September 30, 2019, our consolidated results of operations for the three and nine months ended September 30, 2019 and 2018, our consolidated cash flows for the nine months ended September 30, 2019 and 2018, and our consolidated statements of changes in stockholders’ equity for the three and nine months ended September 30, 2019 and 2018. Reclassifications Certain prior period amounts have been reclassified to conform to the current year presentation. On the Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2018, “Purchased oil sales” is a new line item and includes sales related to purchases of oil from third-parties, which were reclassified from “Other income,” “Purchased oil expenses” is a new line item and includes expenses related to purchases of oil from third-parties, which were reclassified from “Marketing and plant operating expenses” used in prior reports, and “Transportation and marketing expenses” is a new line item, previously captioned “Marketing and plant operating expenses,” but adjusted to exclude both expenses related to plant operating expenses, which were reclassified to “Other expenses,” and also purchases of oil from third-parties. Such reclassifications had no impact on our reported total revenues, expenses, net income, current assets, total assets, current liabilities, total liabilities or stockholders’ equity. Cash, Cash Equivalents, and Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash as reported within the Unaudited Condensed Consolidated Balance Sheets to “Cash, cash equivalents, and restricted cash at end of period” as reported within the Unaudited Condensed Consolidated Statements of Cash Flows: In thousands   September 30, 2019   December 31, 2018 Cash and cash equivalents   $ 514   $ 38,560 Restricted cash included in other assets   32,533   16,389 Total cash, cash equivalents, and restricted cash shown in the Unaudited Condensed Consolidated Statements of Cash Flows   $ 33,047   $ 54,949 Amounts included in restricted cash included in “Other assets” in the accompanying Unaudited Condensed Consolidated Balance Sheets represent escrow accounts that are legally restricted for certain of our asset retirement obligations. Net Income per Common Share Basic net income per common share is computed by dividing the net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period.  Diluted net income per common share is calculated in the same manner, but includes the impact of potentially dilutive securities.  Potentially dilutive securities consist of nonvested restricted stock, nonvested performance-based equity awards, and shares into which our convertible senior notes are convertible. The following table sets forth the reconciliations of net income and weighted average shares used for purposes of calculating the basic and diluted net income per common share for the periods indicated:     Three Months Ended   Nine Months Ended     September 30,   September 30, In thousands   2019   2018   2019   2018 Numerator                 Net income – basic   $ 72,862   $ 78,419   $ 193,880   $ 148,219 Effect of potentially dilutive securities                 Interest on convertible senior notes including amortization of discount, net of tax   5,101   —   5,649   538 Net income – diluted   $ 77,963   $ 78,419   $ 199,529   $ 148,757                   Denominator                 Weighted average common shares outstanding – basic   455,487   451,256   453,287   426,036 Effect of potentially dilutive securities                 Restricted stock and performance-based equity awards   865   7,194   2,489   6,983 Convertible senior notes(1)   90,853   —   34,278   22,915 Weighted average common shares outstanding – diluted   547,205   458,450   490,054   455,934 (1) For the nine months ended September 30, 2019, shares shown under “convertible senior notes” represent proration of the impact over the period of the approximately 90.9 million shares of the Company’s common stock issuable upon full conversion of our convertible senior notes which were issued on June 19, 2019 (see Note 4, Long-Term Debt – 2019 Debt Reduction Transactions). Basic weighted average common shares exclude shares of nonvested restricted stock. As these restricted shares vest, they will be included in the shares outstanding used to calculate basic net income per common share (although time-vesting restricted stock is issued and outstanding upon grant). For purposes of calculating diluted weighted average common shares during the three and nine months ended September 30, 2019 and 2018, the nonvested restricted stock and performance-based equity awards are included in the computation using the treasury stock method, with the deemed proceeds equal to the average unrecognized compensation during the period, and for the shares underlying the convertible senior notes as if the convertible senior notes were converted at the beginning of the 2018 and 2019 periods. The following securities could potentially dilute earnings per share in the future, but were excluded from the computation of diluted net income per share, as their effect would have been antidilutive:     Three Months Ended   Nine Months Ended     September 30,   September 30, In thousands   2019   2018   2019   2018 Stock appreciation rights   2,011   2,689   2,043   2,824 Restricted stock and performance-based equity awards   7,996   —   5,859   203 Recent Accounting Pronouncements Recently Adopted Leases. Effective January 1, 2019, we adopted Accounting Standards Update (“ASU”) 2016-02, Leases (“ASU 2016-02”), and ASU 2018-01, Leases (Topic 842) – Land Easement Practical Expedient for Transition to Topic 842, using the modified retrospective method with an application date of January 1, 2019. ASU 2016-02 does not apply to mineral leases or leases that convey the right to explore for or use the land on which oil, natural gas, and similar natural resources are contained. We elected the practical expedients provided in the new ASUs that allow historical lease classification of existing leases, allow entities to recognize leases with terms of one year or less in their statement of operations, allow lease and non-lease components to be combined, and carry forward our accounting treatment for existing land easement agreements. The adoption of the new standards resulted in the recognition of $39.1 million of lease assets and $55.8 million of lease liabilities ($16.7 million of which related to previously-existing lease obligations) as of January 1, 2019, in our Unaudited Condensed Consolidated Balance Sheets, but did not materially impact our results of operations and had no impact on our cash flows. The additional lease assets and liabilities recorded on our balance sheet primarily related to our operating leases for office space, as the accounting for our financing leases and pipeline financings was relatively unchanged. Not Yet Adopted Financial Instruments – Credit Losses. In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, and requires the use of a new forward-looking expected loss model that will result in the earlier recognition of allowances for losses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and early adoption is permitted. Entities must adopt the amendment using a modified retrospective approach to the first reporting period in which the guidance is effective. Management is currently assessing the impact the adoption of ASU 2016-13 will have on our consolidated financial statements. Fair Value Measurement. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements (“ASU 2018-13”). ASU 2018-13 adds, modifies, or removes certain disclosure requirements for recurring and nonrecurring fair value measurements based on the FASB’s consideration of costs and benefits. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and early adoption is permitted. Entities must adopt the amendments on changes in unrealized gains and losses for Level 3 fair value measurements, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty prospectively, and all other amendments should be applied retrospectively to all periods presented. The adoption of ASU 2018-13 is currently not expected to have a material effect on our consolidated financial statements, but may require enhanced footnote disclosures.

v3.19.3

Leases (Prior Year-End Schedule of Future Operating Lease Payments) (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Leases [Abstract]
2019	$ 10,690
2020	9,776
2021	10,007
2022	10,223
2023	10,262
Thereafter	18,169
Total minimum lease payments	$ 69,127

v3.19.3

Fair Value Measurements (Fair Value Hierarchy Table) (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Oil derivative contracts - current assets	$ 55,615	$ 93,080
Oil derivative contracts - long-term assets	11,483	4,195
Total Assets	67,098	97,275
Quoted Prices in Active Markets (Level 1)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Oil derivative contracts - current assets	0	0
Oil derivative contracts - long-term assets	0	0
Total Assets	0	0
Significant Other Observable Inputs (Level 2)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Oil derivative contracts - current assets	46,099	81,621
Oil derivative contracts - long-term assets	9,799	2,030
Total Assets	55,898	83,651
Significant Unobservable Inputs (Level 3)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Oil derivative contracts - current assets	9,516	11,459
Oil derivative contracts - long-term assets	1,684	2,165
Total Assets	$ 11,200	$ 13,624

v3.19.3

Leases (Tables)	9 Months Ended
	Sep. 30, 2019
Leases [Abstract]
Schedule of Lease Assets and Liabilities	The table below reflects our operating lease assets and liabilities, which primarily consists of our office leases, and finance lease assets and liabilities:     September 30, In thousands   2019 Operating leases Operating lease right-of-use assets   $ 35,145       Operating lease liabilities - current   $ 6,710 Operating lease liabilities - long-term   43,704 Total operating lease liabilities   $ 50,414       Finance leases Other property and equipment   $ — Accumulated depreciation   — Other property and equipment, net   $ —       Current maturities of long-term debt   $ — Long-term debt, net of current portion   — Total finance lease liabilities   $ —
Schedule of Weighted Average Lease Terms and Discount Rates	The following weighted average remaining lease terms and discount rates related to our outstanding leases:     September 30,     2019 Weighted Average Remaining Lease Term Operating leases   6.0 years Finance leases   0 years       Weighted Average Discount Rate Operating leases   6.8 % Finance leases   — %
Schedule of Lease Costs	The following table summarizes the components of lease costs and sublease income:         Three Months Ended   Nine Months Ended In thousands   Income Statement Presentation   September 30, 2019   September 30, 2019 Operating lease cost   General and administrative expenses   $ 1,187   $ 6,014               Finance lease cost             Amortization of right-of-use assets   Depletion, depreciation, and amortization   $ 54   $ 1,188 Interest on lease liabilities   Interest expense   2   40 Total finance lease cost       $ 56   $ 1,228               Sublease income   General and administrative expenses   $ 964   $ 3,331
Supplemental Cash Flow Information Related to Leases	Our statement of cash flows included the following activity related to our operating and finance leases:     Nine Months Ended In thousands   September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities     Operating cash flows from operating leases   $ 7,335 Operating cash flows from interest on finance leases   40 Financing cash flows from finance leases   1,275       Right-of-use assets obtained in exchange for lease obligations   Operating leases   307 Finance leases   —
Schedule of Maturities of Operating and Finance Lease Liabilities	The following table summarizes by year the maturities of our minimum lease payments as of September 30, 2019:     Operating   Finance In thousands   Leases   Leases 2019   $ 2,479   $ — 2020   9,874   — 2021   10,042   — 2022   10,260   — 2023   10,300   — Thereafter   18,604   — Total minimum lease payments   61,559   — Less: Amount representing interest   (11,145 )   — Present value of minimum lease payments   $ 50,414   $ —
Schedule of operating long-term commitments which require future minimum lease payments	The following table summarizes by year the remaining non-cancelable future payments under our leases, as accounted for under previous accounting guidance under FASC Topic 840, Leases, as of December 31, 2018:     Operating In thousands   Leases 2019   $ 10,690 2020   9,776 2021   10,007 2022   10,223 2023   10,262 Thereafter   18,169 Total minimum lease payments   $ 69,127

v3.19.3

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7. Commitments and Contingencies Litigation We are involved in various lawsuits, claims and regulatory proceedings incidental to our businesses.  We are also subject to audits for various taxes (income, sales and use, and severance) in the various states in which we operate, and from time to time receive assessments for potential taxes that we may owe. While we currently believe that the ultimate outcome of these proceedings, individually and in the aggregate, will not have a material adverse effect on our financial position, results of operations or cash flows, litigation is subject to inherent uncertainties.  We accrue for losses from litigation and claims if we determine that a loss is probable and the amount can be reasonably estimated. Riley Ridge Helium Supply Contract Claim As part of our 2010 and 2011 acquisitions of the Riley Ridge Unit and associated gas processing facility that was under construction, the Company assumed a 20-year helium supply contract under which we agreed to supply the helium separated from the full well stream by operation of the gas processing facility to a third-party purchaser, APMTG Helium, LLC (“APMTG”). The helium supply contract provides for the delivery of a minimum contracted quantity of helium, with liquidated damages payable if specified quantities of helium are not supplied in accordance with the terms of the contract. The liquidated damages are specified in the contract at up to $8.0 million per contract year and are capped at an aggregate of $46.0 million over the term of the contract. As the gas processing facility has been shut-in since mid-2014 due to significant technical issues, we have not been able to supply helium under the helium supply contract. In a case filed in November 2014 in the Ninth Judicial District Court of Sublette County, Wyoming, APMTG claimed multiple years of liquidated damages for non-delivery of volumes of helium specified under the helium supply contract. The Company claimed that its contractual obligations were excused by virtue of events that fall within the force majeure provisions in the helium supply contract. On March 11, 2019, the trial court entered a final judgment that a force majeure condition did exist, but the Company’s performance was excused by the force majeure provisions of the contract for only a 35-day period in 2014, and as a result the Company should pay APMTG liquidated damages and interest thereon for those time periods from contract commencement to the close of evidence (November 29, 2017) when the Company’s performance was not excused as provided in the contract. The Company has filed a notice of appeal of the trial court’s ruling to the Wyoming Supreme Court, the results and timing of which cannot be currently predicted. The Company’s position continues to be that its contractual obligations have been and continue to be excused by events that fall within the force majeure provisions in the helium supply contract. The Company intends to continue to vigorously defend its position and pursue all of its rights. Absent reversal of the trial court’s ruling on appeal, the Company anticipates total liquidated damages would equal the $46.0 million aggregate cap under the helium supply contract (including $14.2 million of liquidated damages for the contract years ending July 31, 2018 and July 31, 2019) plus $4.7 million of associated costs (through September 30, 2019), for a total of $50.7 million, included in “Other liabilities” in our Unaudited Condensed Consolidated Balance Sheets as of September 30, 2019.

v3.19.3

Leases	9 Months Ended
	Sep. 30, 2019
Leases [Abstract]
Leases	Note 3. Leases We evaluate contracts for leasing arrangements at inception. We lease office space, equipment, and vehicles that have non-cancelable lease terms. Leases with a term of 12 months or less are not recorded on our balance sheet. During the third quarter of 2019, we exercised the early buyout option on our remaining finance leases. The table below reflects our operating lease assets and liabilities, which primarily consists of our office leases, and finance lease assets and liabilities:     September 30, In thousands   2019 Operating leases Operating lease right-of-use assets   $ 35,145       Operating lease liabilities - current   $ 6,710 Operating lease liabilities - long-term   43,704 Total operating lease liabilities   $ 50,414       Finance leases Other property and equipment   $ — Accumulated depreciation   — Other property and equipment, net   $ —       Current maturities of long-term debt   $ — Long-term debt, net of current portion   — Total finance lease liabilities   $ — The majority of our leases contain renewal options, typically exercisable at our sole discretion. We record right-of-use assets and liabilities based on the present value of lease payments over the initial lease term, unless the option to extend the lease is reasonably certain, and utilize our incremental borrowing rate based on information available at the lease commencement date. The following weighted average remaining lease terms and discount rates related to our outstanding leases:     September 30,     2019 Weighted Average Remaining Lease Term Operating leases   6.0 years Finance leases   0 years       Weighted Average Discount Rate Operating leases   6.8 % Finance leases   — % Lease costs for operating leases or leases with a term of 12 months or less are recognized on a straight-line basis over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset are recognized separately, with the depreciable life reflective of the expected lease term. We have subleased part of the office space included in our operating leases for which we receive rental payments. The following table summarizes the components of lease costs and sublease income:         Three Months Ended   Nine Months Ended In thousands   Income Statement Presentation   September 30, 2019   September 30, 2019 Operating lease cost   General and administrative expenses   $ 1,187   $ 6,014               Finance lease cost             Amortization of right-of-use assets   Depletion, depreciation, and amortization   $ 54   $ 1,188 Interest on lease liabilities   Interest expense   2   40 Total finance lease cost       $ 56   $ 1,228               Sublease income   General and administrative expenses   $ 964   $ 3,331 Our statement of cash flows included the following activity related to our operating and finance leases:     Nine Months Ended In thousands   September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities     Operating cash flows from operating leases   $ 7,335 Operating cash flows from interest on finance leases   40 Financing cash flows from finance leases   1,275       Right-of-use assets obtained in exchange for lease obligations   Operating leases   307 Finance leases   — The following table summarizes by year the maturities of our minimum lease payments as of September 30, 2019:     Operating   Finance In thousands   Leases   Leases 2019   $ 2,479   $ — 2020   9,874   — 2021   10,042   — 2022   10,260   — 2023   10,300   — Thereafter   18,604   — Total minimum lease payments   61,559   — Less: Amount representing interest   (11,145 )   — Present value of minimum lease payments   $ 50,414   $ — The following table summarizes by year the remaining non-cancelable future payments under our leases, as accounted for under previous accounting guidance under FASC Topic 840, Leases, as of December 31, 2018:     Operating In thousands   Leases 2019   $ 10,690 2020   9,776 2021   10,007 2022   10,223 2023   10,262 Thereafter   18,169 Total minimum lease payments   $ 69,127

v3.19.3

Leases (Maturities Of Lease Liabilities) (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jan. 01, 2019
Operating Leases
2019	$ 2,479
2020	9,874
2021	10,042
2022	10,260
2023	10,300
Thereafter	18,604
Total minimum lease payments	61,559
Less: Amount representing interest	(11,145)
Present value of minimum lease payments	50,414	$ 55,800
Finance Leases
2019	0
2020	0
2021	0
2022	0
2023	0
Thereafter	0
Total minimum lease payments	0
Less: Amount representing interest	0
Present value of minimum lease payments	$ 0

v3.19.3

Commodity Derivative Contracts (Commodity Derivatives Outstanding Table) (Details)	Sep. 30, 2019 bbl / d $ / Barrel
Swap | Year 2019 | Q4 | NYMEX
Derivative [Line Items]
Volume per day | bbl / d	2,000
Weighted average swap price	60.60
Swap | Year 2019 | Q4 | NYMEX | Minimum
Derivative [Line Items]
Derivative, Swap Type, Fixed Price	60.00
Swap | Year 2019 | Q4 | NYMEX | Maximum
Derivative [Line Items]
Derivative, Swap Type, Fixed Price	61.20
Swap | Year 2019 | Q4 | LLS
Derivative [Line Items]
Volume per day | bbl / d	13,000
Weighted average swap price	64.69
Swap | Year 2019 | Q4 | LLS | Minimum
Derivative [Line Items]
Derivative, Swap Type, Fixed Price	60.00
Swap | Year 2019 | Q4 | LLS | Maximum
Derivative [Line Items]
Derivative, Swap Type, Fixed Price	74.90
Swap | Year 2020 | NYMEX
Derivative [Line Items]
Volume per day | bbl / d	2,000
Weighted average swap price	60.59
Swap | Year 2020 | NYMEX | Minimum
Derivative [Line Items]
Derivative, Swap Type, Fixed Price	60.00
Swap | Year 2020 | NYMEX | Maximum
Derivative [Line Items]
Derivative, Swap Type, Fixed Price	61.00
Swap | Year 2020 | LLS
Derivative [Line Items]
Volume per day | bbl / d	4,500
Weighted average swap price	62.29
Swap | Year 2020 | LLS | Minimum
Derivative [Line Items]
Derivative, Swap Type, Fixed Price	60.72
Swap | Year 2020 | LLS | Maximum
Derivative [Line Items]
Derivative, Swap Type, Fixed Price	64.26
Three-way Collar | Year 2019 | Q4 | NYMEX
Derivative [Line Items]
Volume per day | bbl / d	23,000
Weighted average sold put price	48.57
Weighted average floor price	56.61
Weighted average ceiling price	69.04
Three-way Collar | Year 2019 | Q4 | NYMEX | Minimum
Derivative [Line Items]
Derivative, Floor Price	55.00
Three-way Collar | Year 2019 | Q4 | NYMEX | Maximum
Derivative [Line Items]
Derivative, Cap Price	75.45
Three-way Collar | Year 2019 | Q4 | LLS
Derivative [Line Items]
Volume per day | bbl / d	5,500
Weighted average sold put price	54.73
Weighted average floor price	63.09
Weighted average ceiling price	79.93
Three-way Collar | Year 2019 | Q4 | LLS | Minimum
Derivative [Line Items]
Derivative, Floor Price	62.00
Three-way Collar | Year 2019 | Q4 | LLS | Maximum
Derivative [Line Items]
Derivative, Cap Price	86.00
Three-way Collar | Year 2020 | Q1-Q2 | NYMEX
Derivative [Line Items]
Volume per day | bbl / d	16,000
Weighted average sold put price	48.17
Weighted average floor price	57.62
Weighted average ceiling price	64.19
Three-way Collar | Year 2020 | Q1-Q2 | NYMEX | Minimum
Derivative [Line Items]
Derivative, Floor Price	55.00
Three-way Collar | Year 2020 | Q1-Q2 | NYMEX | Maximum
Derivative [Line Items]
Derivative, Cap Price	82.65
Three-way Collar | Year 2020 | Q1-Q2 | LLS
Derivative [Line Items]
Volume per day | bbl / d	6,000
Weighted average sold put price	53.42
Weighted average floor price	63.19
Weighted average ceiling price	71.16
Three-way Collar | Year 2020 | Q1-Q2 | LLS | Minimum
Derivative [Line Items]
Derivative, Floor Price	61.00
Three-way Collar | Year 2020 | Q1-Q2 | LLS | Maximum
Derivative [Line Items]
Derivative, Cap Price	87.10
Three-way Collar | Year 2020 | Q3-Q4 | NYMEX
Derivative [Line Items]
Volume per day | bbl / d	14,000
Weighted average sold put price	48.18
Weighted average floor price	57.56
Weighted average ceiling price	64.17
Three-way Collar | Year 2020 | Q3-Q4 | NYMEX | Minimum
Derivative [Line Items]
Derivative, Floor Price	55.00
Three-way Collar | Year 2020 | Q3-Q4 | NYMEX | Maximum
Derivative [Line Items]
Derivative, Cap Price	82.65
Three-way Collar | Year 2020 | Q3-Q4 | LLS
Derivative [Line Items]
Volume per day | bbl / d	4,000
Weighted average sold put price	53.50
Weighted average floor price	63.16
Weighted average ceiling price	72.99
Three-way Collar | Year 2020 | Q3-Q4 | LLS | Minimum
Derivative [Line Items]
Derivative, Floor Price	61.00
Three-way Collar | Year 2020 | Q3-Q4 | LLS | Maximum
Derivative [Line Items]
Derivative, Cap Price	87.10

v3.19.3

Basis of Presentation (Policies)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Organization and Nature of Operations	Organization and Nature of Operations Denbury Resources Inc., a Delaware corporation, is an independent oil and natural gas company with operations focused in two key operating areas: the Gulf Coast and Rocky Mountain regions.  Our goal is to increase the value of our properties through a combination of exploitation, drilling and proven engineering extraction practices, with the most significant emphasis relating to CO2 enhanced oil recovery operations.
Interim Financial Statements - Basis of Accounting, Policy	Interim Financial Statements The accompanying unaudited condensed consolidated financial statements of Denbury Resources Inc. and its subsidiaries have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.  These financial statements and the notes thereto should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2018 (the “Form 10-K”).  Unless indicated otherwise or the context requires, the terms “we,” “our,” “us,” “Company” or “Denbury,” refer to Denbury Resources Inc. and its subsidiaries.
Interim Financial Statements - Use of Estimates	Accounting measurements at interim dates inherently involve greater reliance on estimates than at year end, and the results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the year.  In management’s opinion, the accompanying unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair statement of our consolidated financial position as of September 30, 2019, our consolidated results of operations for the three and nine months ended September 30, 2019 and 2018, our consolidated cash flows for the nine months ended September 30, 2019 and 2018, and our consolidated statements of changes in stockholders’ equity for the three and nine months ended September 30, 2019 and 2018.
Reclassifications	Reclassifications Certain prior period amounts have been reclassified to conform to the current year presentation. On the Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2018, “Purchased oil sales” is a new line item and includes sales related to purchases of oil from third-parties, which were reclassified from “Other income,” “Purchased oil expenses” is a new line item and includes expenses related to purchases of oil from third-parties, which were reclassified from “Marketing and plant operating expenses” used in prior reports, and “Transportation and marketing expenses” is a new line item, previously captioned “Marketing and plant operating expenses,” but adjusted to exclude both expenses related to plant operating expenses, which were reclassified to “Other expenses,” and also purchases of oil from third-parties. Such reclassifications had no impact on our reported total revenues, expenses, net income, current assets, total assets, current liabilities, total liabilities or stockholders’ equity.
Cash, Cash Equivalents, and Restricted Cash	Cash, Cash Equivalents, and Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash as reported within the Unaudited Condensed Consolidated Balance Sheets to “Cash, cash equivalents, and restricted cash at end of period” as reported within the Unaudited Condensed Consolidated Statements of Cash Flows: In thousands   September 30, 2019   December 31, 2018 Cash and cash equivalents   $ 514   $ 38,560 Restricted cash included in other assets   32,533   16,389 Total cash, cash equivalents, and restricted cash shown in the Unaudited Condensed Consolidated Statements of Cash Flows   $ 33,047   $ 54,949 Amounts included in restricted cash included in “Other assets” in the accompanying Unaudited Condensed Consolidated Balance Sheets represent escrow accounts that are legally restricted for certain of our asset retirement obligations.
Net Income per Common Share	Net Income per Common Share Basic net income per common share is computed by dividing the net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period.  Diluted net income per common share is calculated in the same manner, but includes the impact of potentially dilutive securities.  Potentially dilutive securities consist of nonvested restricted stock, nonvested performance-based equity awards, and shares into which our convertible senior notes are convertible. The following table sets forth the reconciliations of net income and weighted average shares used for purposes of calculating the basic and diluted net income per common share for the periods indicated:     Three Months Ended   Nine Months Ended     September 30,   September 30, In thousands   2019   2018   2019   2018 Numerator                 Net income – basic   $ 72,862   $ 78,419   $ 193,880   $ 148,219 Effect of potentially dilutive securities                 Interest on convertible senior notes including amortization of discount, net of tax   5,101   —   5,649   538 Net income – diluted   $ 77,963   $ 78,419   $ 199,529   $ 148,757                   Denominator                 Weighted average common shares outstanding – basic   455,487   451,256   453,287   426,036 Effect of potentially dilutive securities                 Restricted stock and performance-based equity awards   865   7,194   2,489   6,983 Convertible senior notes(1)   90,853   —   34,278   22,915 Weighted average common shares outstanding – diluted   547,205   458,450   490,054   455,934 (1) For the nine months ended September 30, 2019, shares shown under “convertible senior notes” represent proration of the impact over the period of the approximately 90.9 million shares of the Company’s common stock issuable upon full conversion of our convertible senior notes which were issued on June 19, 2019 (see Note 4, Long-Term Debt – 2019 Debt Reduction Transactions). Basic weighted average common shares exclude shares of nonvested restricted stock. As these restricted shares vest, they will be included in the shares outstanding used to calculate basic net income per common share (although time-vesting restricted stock is issued and outstanding upon grant). For purposes of calculating diluted weighted average common shares during the three and nine months ended September 30, 2019 and 2018, the nonvested restricted stock and performance-based equity awards are included in the computation using the treasury stock method, with the deemed proceeds equal to the average unrecognized compensation during the period, and for the shares underlying the convertible senior notes as if the convertible senior notes were converted at the beginning of the 2018 and 2019 periods. The following securities could potentially dilute earnings per share in the future, but were excluded from the computation of diluted net income per share, as their effect would have been antidilutive:     Three Months Ended   Nine Months Ended     September 30,   September 30, In thousands   2019   2018   2019   2018 Stock appreciation rights   2,011   2,689   2,043   2,824 Restricted stock and performance-based equity awards   7,996   —   5,859   203
Recent Accounting Pronouncements	Recent Accounting Pronouncements Recently Adopted Leases. Effective January 1, 2019, we adopted Accounting Standards Update (“ASU”) 2016-02, Leases (“ASU 2016-02”), and ASU 2018-01, Leases (Topic 842) – Land Easement Practical Expedient for Transition to Topic 842, using the modified retrospective method with an application date of January 1, 2019. ASU 2016-02 does not apply to mineral leases or leases that convey the right to explore for or use the land on which oil, natural gas, and similar natural resources are contained. We elected the practical expedients provided in the new ASUs that allow historical lease classification of existing leases, allow entities to recognize leases with terms of one year or less in their statement of operations, allow lease and non-lease components to be combined, and carry forward our accounting treatment for existing land easement agreements. The adoption of the new standards resulted in the recognition of $39.1 million of lease assets and $55.8 million of lease liabilities ($16.7 million of which related to previously-existing lease obligations) as of January 1, 2019, in our Unaudited Condensed Consolidated Balance Sheets, but did not materially impact our results of operations and had no impact on our cash flows. The additional lease assets and liabilities recorded on our balance sheet primarily related to our operating leases for office space, as the accounting for our financing leases and pipeline financings was relatively unchanged. Not Yet Adopted Financial Instruments – Credit Losses. In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, and requires the use of a new forward-looking expected loss model that will result in the earlier recognition of allowances for losses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and early adoption is permitted. Entities must adopt the amendment using a modified retrospective approach to the first reporting period in which the guidance is effective. Management is currently assessing the impact the adoption of ASU 2016-13 will have on our consolidated financial statements. Fair Value Measurement. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements (“ASU 2018-13”). ASU 2018-13 adds, modifies, or removes certain disclosure requirements for recurring and nonrecurring fair value measurements based on the FASB’s consideration of costs and benefits. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and early adoption is permitted. Entities must adopt the amendments on changes in unrealized gains and losses for Level 3 fair value measurements, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty prospectively, and all other amendments should be applied retrospectively to all periods presented. The adoption of ASU 2018-13 is currently not expected to have a material effect on our consolidated financial statements, but may require enhanced footnote disclosures.
Revenue Recognition	We record revenue in accordance with Financial Accounting Standards Board Codification (“FASC”) Topic 606, Revenue from Contracts with Customers. The core principle of FASC Topic 606 is that an entity should recognize revenue for the transfer of goods or services equal to the amount of consideration that it expects to be entitled to receive for those goods or services. Once we have delivered the volume of commodity to the delivery point and the customer takes delivery and possession, we are entitled to payment and we invoice the customer for such delivered production. Payment under most oil and CO2 contracts is made within a month following product delivery and for natural gas and NGL contracts is generally made within two months following delivery. Timing of revenue recognition may differ from the timing of invoicing to customers; however, as the right to consideration after delivery is unconditional based on only the passage of time before payment of the consideration is due, upon delivery we record a receivable in “Accrued production receivable” in our Unaudited Condensed Consolidated Balance Sheets, which was $127.2 million and $125.8 million as of September 30, 2019 and December 31, 2018, respectively. The Company enters into purchase transactions with third parties and separate sale transactions with third parties in the Gulf Coast region. Revenues and expenses from these transactions are presented on a gross basis, as we act as a principal in the transaction by assuming control of the commodities purchased and the responsibility to deliver the commodities sold. Revenue is recognized when control transfers to the purchaser at the delivery point based on the price received from the purchaser.
Leases	We evaluate contracts for leasing arrangements at inception. We lease office space, equipment, and vehicles that have non-cancelable lease terms. Leases with a term of 12 months or less are not recorded on our balance sheet.The majority of our leases contain renewal options, typically exercisable at our sole discretion. We record right-of-use assets and liabilities based on the present value of lease payments over the initial lease term, unless the option to extend the lease is reasonably certain, and utilize our incremental borrowing rate based on information available at the lease commencement date.Lease costs for operating leases or leases with a term of 12 months or less are recognized on a straight-line basis over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset are recognized separately, with the depreciable life reflective of the expected lease term. We have subleased part of the office space included in our operating leases for which we receive rental payments.
Commodity Derivative Contracts	We do not apply hedge accounting treatment to our oil and natural gas derivative contracts; therefore, the changes in the fair values of these instruments are recognized in income in the period of change.  These fair value changes, along with the settlements of expired contracts, are shown under “Commodity derivatives expense (income)” in our Unaudited Condensed Consolidated Statements of Operations. Historically, we have entered into various oil and natural gas derivative contracts to provide an economic hedge of our exposure to commodity price risk associated with anticipated future oil and natural gas production and to provide more certainty to our future cash flows. We do not hold or issue derivative financial instruments for trading purposes. Generally, these contracts have consisted of various combinations of price floors, collars, three-way collars, fixed-price swaps, fixed-price swaps enhanced with a sold put, and basis swaps. The production that we hedge has varied from year to year depending on our levels of debt, financial strength and expectation of future commodity prices. We manage and control market and counterparty credit risk through established internal control procedures that are reviewed on an ongoing basis.  We attempt to minimize credit risk exposure to counterparties through formal credit policies, monitoring procedures and diversification, and all of our commodity derivative contracts are with parties that are lenders under our Bank Credit Agreement (or affiliates of such lenders). As of September 30, 2019, all of our outstanding derivative contracts were subject to enforceable master netting arrangements whereby payables on those contracts can be offset against receivables from separate derivative contracts with the same counterparty. It is our policy to classify derivative assets and liabilities on a gross basis on our balance sheets, even if the contracts are subject to enforceable master netting arrangements.
Fair Value Measurements	The FASC Fair Value Measurement topic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (often referred to as the “exit price”). We utilize market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. We primarily apply the income approach for recurring fair value measurements and endeavor to utilize the best available information. Accordingly, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. We are able to classify fair value balances based on the observability of those inputs. The FASC establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: • Level 1 – Quoted prices in active markets for identical assets or liabilities as of the reporting date. • Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. Instruments in this category include non-exchange-traded oil derivatives that are based on NYMEX pricing and fixed-price swaps that are based on regional pricing other than NYMEX (e.g., Light Louisiana Sweet). Our costless collars and the sold put features of our three-way collars are valued using the Black-Scholes model, an industry standard option valuation model that takes into account inputs such as contractual prices for the underlying instruments, maturity, quoted forward prices for commodities, interest rates, volatility factors and credit worthiness, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. • Level 3 – Pricing inputs include significant inputs that are generally less observable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. As of September 30, 2019, instruments in this category include non-exchange-traded three-way collars that are based on regional pricing other than NYMEX (e.g., Light Louisiana Sweet). The valuation models utilized for costless collars and three-way collars are consistent with the methodologies described above; however, the implied volatilities utilized in the valuation of Level 3 instruments are developed using a benchmark, which is considered a significant unobservable input. An increase or decrease of 100 basis points in the implied volatility inputs utilized in our fair value measurement would result in a change of approximately $230 thousand in the fair value of these instruments as of September 30, 2019. We adjust the valuations from the valuation model for nonperformance risk, using our estimate of the counterparty’s credit quality for asset positions and our credit quality for liability positions. We use multiple sources of third-party credit data in determining counterparty nonperformance risk, including credit default swaps.

v3.19.3

Long-Term Debt	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Long-Term Debt	Note 4. Long-Term Debt The table below reflects long-term debt and capital lease obligations outstanding as of the dates indicated:     September 30,   December 31, In thousands   2019   2018 Senior Secured Bank Credit Agreement   $ 50,000   $ — 9% Senior Secured Second Lien Notes due 2021   614,919   614,919 9¼% Senior Secured Second Lien Notes due 2022   455,668   455,668 7¾% Senior Secured Second Lien Notes due 2024   531,821   — 7½% Senior Secured Second Lien Notes due 2024   20,641   450,000 6⅜% Convertible Senior Notes due 2024   245,548   — 6⅜% Senior Subordinated Notes due 2021   51,304   203,545 5½% Senior Subordinated Notes due 2022   83,736   314,662 4⅝% Senior Subordinated Notes due 2023   211,695   307,978 Pipeline financings   171,067   180,073 Capital lease obligations   —   5,362 Total debt principal balance   2,436,399   2,532,207 Debt discount(1)   (105,426 )   — Future interest payable(2)   190,410   250,218 Debt issuance costs   (11,074 )   (13,089 ) Total debt, net of debt issuance costs and discount   2,510,309   2,769,336 Less: current maturities of long-term debt(3)   (100,626 )   (105,125 ) Long-term debt and capital lease obligations   $ 2,409,683   $ 2,664,211 (1) Consists of discounts related to the issuance during June 2019 of our new 7¾% Senior Secured Second Lien Notes due 2024 (the “7¾% Senior Secured Notes”) and new 6⅜% Convertible Senior Notes due 2024 (the “2024 Convertible Senior Notes”) of $28.2 million and $77.2 million, respectively (see 2019 Debt Reduction Transactions below) as of September 30, 2019. (2) Future interest payable represents most of the interest due over the terms of our 9% Senior Secured Second Lien Notes due 2021 (the “2021 Senior Secured Notes”) and 9¼% Senior Secured Second Lien Notes due 2022 (the “2022 Senior Secured Notes”) and has been accounted for as debt in accordance with FASC 470-60, Troubled Debt Restructuring by Debtors. (3) Our current maturities of long-term debt as of September 30, 2019 include $85.9 million of future interest payable related to the 2021 Senior Secured Notes and 2022 Senior Secured Notes that is due within the next twelve months. The ultimate parent company in our corporate structure, Denbury Resources Inc. (“DRI”), is the sole issuer of all of our outstanding senior secured, convertible senior, and senior subordinated notes. DRI has no independent assets or operations. Each of the subsidiary guarantors of such notes is 100% owned, directly or indirectly, by DRI, and the guarantees of the notes are full and unconditional and joint and several; any subsidiaries of DRI that are not subsidiary guarantors of such notes are minor subsidiaries. Senior Secured Bank Credit Facility In December 2014, we entered into an Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and other lenders party thereto (as amended, the “Bank Credit Agreement”), which has been amended periodically since that time. The Bank Credit Agreement is a senior secured revolving credit facility with a maturity date of December 9, 2021, provided that the maturity date may occur earlier (between February 2021 and August 2021) if the 2021 Senior Secured Notes due in May 2021 or 6⅜% Senior Subordinated Notes due in August 2021 (the “6⅜% Senior Subordinated Notes”), respectively, are not repaid or refinanced by each of their respective maturity dates. As part of our fall 2019 semiannual redetermination, the borrowing base and lender commitments for our Bank Credit Agreement were reaffirmed at $615 million, with the next such redetermination being scheduled for May 2020. If our outstanding debt under the Bank Credit Agreement were to ever exceed the borrowing base, we would be required to repay the excess amount over a period not to exceed six months. The weighted average interest rate on borrowings under the Bank Credit Agreement was 4.7% as of September 30, 2019. We incur a commitment fee of 0.50% on the undrawn portion of the aggregate lender commitments under the Bank Credit Agreement. The Bank Credit Agreement contains certain financial performance covenants through the maturity of the facility, including the following: • A Consolidated Total Debt to Consolidated EBITDAX covenant, with such ratio not to exceed 5.25 to 1.0 through December 31, 2020, and 4.50 to 1.0 thereafter; • A consolidated senior secured debt to consolidated EBITDAX covenant, with such ratio not to exceed 2.5 to 1.0. Only debt under our Bank Credit Agreement is considered consolidated senior secured debt for purposes of this ratio; • A minimum permitted ratio of consolidated EBITDAX to consolidated interest charges of 1.25 to 1.0; and • A requirement to maintain a current ratio of 1.0 to 1.0. As of September 30, 2019, we were in compliance with all debt covenants under the Bank Credit Agreement. The above description of our Bank Credit Agreement and defined terms are contained in the Bank Credit Agreement and the amendments thereto. 2019 Debt Reduction Transactions During the third quarter of 2019, we repurchased $11.0 million in aggregate principal amount of our then outstanding 5½% Senior Subordinated Notes due 2022 (the “5½% Senior Subordinated Notes”) in open market transactions for a total purchase price of $5.3 million, excluding accrued interest. In connection with these transactions, we recognized a $5.7 million gain on debt extinguishment, net of unamortized debt issuance costs written off, during the three and nine months ended September 30, 2019. Additionally, during October 2019, we repurchased principally through exchanges an additional $13.5 million in aggregate principal amount of our then outstanding 5½% Senior Subordinated Notes and $29.3 million in aggregate principal amount of our then outstanding 4⅝% Senior Subordinated Notes due 2023 (the “4⅝% Senior Subordinated Notes”) for $5.9 million in cash and issuance of 13.7 million shares of the Company’s common stock. During June 2019, in a series of debt exchanges, we extended the maturities of our outstanding long-term debt and reduced the amount of our outstanding debt principal. As part of these transactions, holders exchanged a total of $468.4 million aggregate principal amount of our then outstanding senior subordinated notes for $102.6 million aggregate principal amount of new 7¾% Senior Secured Notes, $245.5 million aggregate principal amount of new 2024 Convertible Senior Notes and $120.0 million of cash. The exchanged senior subordinated notes consisted of $152.2 million aggregate principal amount of our 6⅜% Senior Subordinated Notes, $219.9 million aggregate principal amount of our 5½% Senior Subordinated Notes and $96.3 million aggregate principal amount of our 4⅝% Senior Subordinated Notes. In addition, holders also exchanged $425.4 million of 7½% Senior Secured Second Lien Notes due 2024 (the “7½% Senior Secured Notes”) for $425.4 million aggregate principal amount of 7¾% Senior Secured Notes. In July 2019, holders exchanged an additional $4.0 million aggregate principal amount of 7½% Senior Secured Notes for $3.8 million aggregate principal amount of 7¾% Senior Secured Notes. As a result, we recognized a noncash gain on debt extinguishment, net of transaction costs, totaling $0.2 million and $100.5 million for the three and nine months ended September 30, 2019, in our Unaudited Condensed Consolidated Statements of Operations. In accordance with FASC 470-50, Modifications and Extinguishments, the June 2019 exchange of our existing senior subordinated notes was accounted for as a debt extinguishment. Therefore, our new 7¾% Senior Secured Notes and new 2024 Convertible Senior Notes were recorded on our balance sheet at fair market value based upon initial trading prices following their issuance, resulting in a discount to their principal amount of $22.6 million and $79.9 million, respectively. These debt discounts will be amortized as interest expense over the terms of these notes. Separately, the June 2019 exchange of our existing senior secured second lien notes was accounted for as a modification of those notes. Therefore, no gain or loss was recognized, and previously deferred debt issuance costs of $6.9 million were treated as a discount to the principal amount of the new 7¾% Senior Secured Notes, which discount will be amortized as interest expense over the term of these notes. 7¾% Senior Secured Second Lien Notes due 2024 As part of the notes exchanges discussed above, in June 2019 we issued $528.0 million of 7¾% Senior Secured Notes in connection with exchanges with certain holders of the Company’s outstanding senior subordinated notes and existing 7½% Senior Secured Notes (see 2019 Debt Reduction Transactions above). The 7¾% Senior Secured Notes, which carry a stated interest rate of 7.75% per annum, were recorded at approximately 94% of their principal amount in accordance with FASC 470-50, Modifications and Extinguishments, which equates to an effective yield to maturity of approximately 9.39%. In July 2019, we issued an additional $3.8 million of 7¾% Senior Secured Notes in exchange for $4.0 million of 7½% Senior Secured Notes, which were recorded at par. Interest on the 7¾% Senior Secured Notes is payable semiannually in arrears on February 15 and August 15 of each year, and mature on February 15, 2024. We may redeem the 7¾% Senior Secured Notes in whole or in part at our option beginning August 15, 2020, at a redemption price of 103.875% of the principal amount, and at declining redemption prices thereafter, as specified in the indenture governing the 7¾% Senior Secured Notes. Prior to August 15, 2020, we may at our option redeem up to an aggregate of 35% of the principal amount of the 7¾% Senior Secured Notes at a price of 107.75% of par with the proceeds of certain equity offerings. In addition, at any time prior to August 15, 2020, we may redeem the 7¾% Senior Secured Notes in whole or in part at a price equal to 100% of the principal amount plus a “make-whole” premium and accrued and unpaid interest. The 7¾% Senior Secured Notes are not subject to any sinking fund requirements. The 7¾% Senior Secured Notes are guaranteed jointly and severally by our subsidiaries representing substantially all of our assets, operations and income and are secured by second-priority liens on substantially all of the assets that secure the Bank Credit Agreement, which second-priority liens are contractually subordinated to liens that secure our Bank Credit Agreement and any future additional priority lien debt. 6⅜% Convertible Senior Notes due 2024 As part of the notes exchanges discussed above, in June 2019 we issued $245.5 million of 2024 Convertible Senior Notes in connection with exchanges with certain holders of the Company’s outstanding senior subordinated notes (see 2019 Debt Reduction Transactions above). The 2024 Convertible Senior Notes, which carry a stated interest rate of 6.375% per annum, were recorded at approximately 67% of their principal amount in accordance with FASC 470-50, Modifications and Extinguishments, which equates to an effective yield to maturity of approximately 15.31%. Interest on the 2024 Convertible Senior Notes is payable semiannually in arrears on June 30 and December 30 of each year, beginning in December 2019, and mature on December 31, 2024. We do not have the right to redeem the 2024 Convertible Senior Notes prior to their maturity. The 2024 Convertible Senior Notes are convertible into shares of our common stock at any time, at the option of the holders, at a rate of 370 shares of common stock per $1,000 principal amount of 2024 Convertible Senior Notes, which is equivalent to approximately 90.9 million shares of the Company’s common stock, subject to customary adjustments to the conversion rate and threshold price with respect to, among other things, stock dividends and distributions, mergers and reclassifications. The 2024 Convertible Senior Notes will be automatically converted into shares of common stock at this rate if the volume weighted average trading price of the Company’s common stock equals or exceeds the threshold price, which is $2.43 per share, for 10 trading days in any period of 15 consecutive trading days, subject to satisfaction of certain other conditions. Additionally, the Company may, based on a determination of its Board of Directors that such changes are in the best interests of the Company, and subject to certain limitations, increase the conversion rate. Any such conversion rate increase would cause a proportional decrease in the threshold price for mandatory conversions, and thereby would enable the Company to require a mandatory conversion into common stock at a lower price.

v3.19.3

Long-Term Debt (Tables)	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Components of Long-Term Debt	The table below reflects long-term debt and capital lease obligations outstanding as of the dates indicated:     September 30,   December 31, In thousands   2019   2018 Senior Secured Bank Credit Agreement   $ 50,000   $ — 9% Senior Secured Second Lien Notes due 2021   614,919   614,919 9¼% Senior Secured Second Lien Notes due 2022   455,668   455,668 7¾% Senior Secured Second Lien Notes due 2024   531,821   — 7½% Senior Secured Second Lien Notes due 2024   20,641   450,000 6⅜% Convertible Senior Notes due 2024   245,548   — 6⅜% Senior Subordinated Notes due 2021   51,304   203,545 5½% Senior Subordinated Notes due 2022   83,736   314,662 4⅝% Senior Subordinated Notes due 2023   211,695   307,978 Pipeline financings   171,067   180,073 Capital lease obligations   —   5,362 Total debt principal balance   2,436,399   2,532,207 Debt discount(1)   (105,426 )   — Future interest payable(2)   190,410   250,218 Debt issuance costs   (11,074 )   (13,089 ) Total debt, net of debt issuance costs and discount   2,510,309   2,769,336 Less: current maturities of long-term debt(3)   (100,626 )   (105,125 ) Long-term debt and capital lease obligations   $ 2,409,683   $ 2,664,211 (1) Consists of discounts related to the issuance during June 2019 of our new 7¾% Senior Secured Second Lien Notes due 2024 (the “7¾% Senior Secured Notes”) and new 6⅜% Convertible Senior Notes due 2024 (the “2024 Convertible Senior Notes”) of $28.2 million and $77.2 million, respectively (see 2019 Debt Reduction Transactions below) as of September 30, 2019. (2) Future interest payable represents most of the interest due over the terms of our 9% Senior Secured Second Lien Notes due 2021 (the “2021 Senior Secured Notes”) and 9¼% Senior Secured Second Lien Notes due 2022 (the “2022 Senior Secured Notes”) and has been accounted for as debt in accordance with FASC 470-60, Troubled Debt Restructuring by Debtors. (3) Our current maturities of long-term debt as of September 30, 2019 include $85.9 million of future interest payable related to the 2021 Senior Secured Notes and 2022 Senior Secured Notes that is due within the next twelve months.

v3.19.3

Revenue Recognition (Details Textuals) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Revenue from Contract with Customer [Abstract]
Accrued production receivable	$ 127,216	$ 125,788

v3.19.3

Basis of Presentation (Reconciliation of Weighted Average Shares Table) (Details) - USD ($) shares in Thousands, $ in Thousands		3 Months Ended						9 Months Ended
		Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018
Numerator
Net income - basic		$ 72,862	$ 146,692	$ (25,674)	$ 78,419	$ 30,222	$ 39,578	$ 193,880	$ 148,219
Interest on convertible senior notes including amortization of discount, net of tax		5,101			0			5,649	538
Net income - diluted		$ 77,963			$ 78,419			$ 199,529	$ 148,757
Denominator
Weighted average common shares outstanding - basic		455,487			451,256			453,287	426,036
Restricted stock and performance-based equity awards		865			7,194			2,489	6,983
Convertible senior notes	[1]	90,853			0			34,278	22,915
Weighted average common shares outstanding - diluted		547,205			458,450			490,054	455,934
Debt Instrument, Convertible, Number of Equity Instruments		90,900
[1] For the nine months ended September 30, 2019, shares shown under “convertible senior notes” represent proration of the impact over the period of the approximately 90.9 million shares of the Company’s common stock issuable upon full conversion of our convertible senior notes which were issued on June 19, 2019 (see Note 4, Long-Term Debt – 2019 Debt Reduction Transactions).

v3.19.3

Revenue Recognition	9 Months Ended
	Sep. 30, 2019
Revenue from Contract with Customer [Abstract]
Revenue Recognition	Note 2. Revenue Recognition We record revenue in accordance with Financial Accounting Standards Board Codification (“FASC”) Topic 606, Revenue from Contracts with Customers. The core principle of FASC Topic 606 is that an entity should recognize revenue for the transfer of goods or services equal to the amount of consideration that it expects to be entitled to receive for those goods or services. Once we have delivered the volume of commodity to the delivery point and the customer takes delivery and possession, we are entitled to payment and we invoice the customer for such delivered production. Payment under most oil and CO2 contracts is made within a month following product delivery and for natural gas and NGL contracts is generally made within two months following delivery. Timing of revenue recognition may differ from the timing of invoicing to customers; however, as the right to consideration after delivery is unconditional based on only the passage of time before payment of the consideration is due, upon delivery we record a receivable in “Accrued production receivable” in our Unaudited Condensed Consolidated Balance Sheets, which was $127.2 million and $125.8 million as of September 30, 2019 and December 31, 2018, respectively. The Company enters into purchase transactions with third parties and separate sale transactions with third parties in the Gulf Coast region. Revenues and expenses from these transactions are presented on a gross basis, as we act as a principal in the transaction by assuming control of the commodities purchased and the responsibility to deliver the commodities sold. Revenue is recognized when control transfers to the purchaser at the delivery point based on the price received from the purchaser. Disaggregation of Revenue The following table summarizes our revenues by product type for the three and nine months ended September 30, 2019 and 2018:     Three Months Ended   Nine Months Ended     September 30,   September 30, In thousands   2019   2018   2019   2018 Oil sales   $ 292,100   $ 377,329   $ 912,636   $ 1,088,021 Natural gas sales   1,092   2,299   5,554   7,193 CO2 sales and transportation fees   8,976   8,149   25,532   22,416 Purchased oil sales   5,468   265   8,274   1,668 Total revenues   $ 307,636   $ 388,042   $ 951,996   $ 1,119,298

v3.19.3

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Oct. 31, 2019
Document And Company Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2019
Document Transition Report	false
Entity File Number	001-12935
Entity Registrant Name	DENBURY RESOURCES INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-0467835
Entity Address, Address Line One	5320 Legacy Drive,
Entity Address, City or Town	Plano,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75024
City Area Code	(972)
Local Phone Number	673-2000
Title of 12(b) Security	Common Stock $.001 Par Value
Trading Symbol	DNR
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		483,262,340
Entity Central Index Key	0000945764
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Amendment Flag	false

v3.19.3

Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Expenses
Capitalized interest	$ 8,773	$ 9,514	$ 27,545	$ 26,817

v3.19.3

Commitments and Contingencies (Loss Contingencies) (Details) $ in Millions	Sep. 30, 2019 USD ($)
Loss Contingencies [Line Items]
Estimated Litigation Liability	$ 50.7
Total liquidated damages
Loss Contingencies [Line Items]
Estimated Litigation Liability	46.0
Other costs associated with the settlement
Loss Contingencies [Line Items]
Estimated Litigation Liability	4.7
Liquidated damages for contract years ending July 31, 2018 and July 31, 2019
Loss Contingencies [Line Items]
Estimated Litigation Liability	$ 14.2

This regulatory filing also includes additional resources:
dnr-20190930x10q.pdf