Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC. 20549

FORM 10-Q

 

[X](Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedSeptember 30, 2017

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________ 

 

Commission file numberFile Number: 000-50175

 

DORCHESTER MINERALS, L.P.

(Exact name of registrantregistrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation or organization)

81-0551518

(I.R.S. Employer Identification No.)

 

3838 Oak Lawn Avenue, Suite 300, Dallas, Texas 75219

(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: (214) 559-0300

 

None

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

Indicate

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Units Representing Limited

Partnership Interest

DMLP

NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

IndicateIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer”,filer,” “accelerated filer”,filer,” “smaller reporting company",company," and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

Accelerated filer

Non-accelerated filer ☐ (Do not check if a smaller reporting company)

 
 

Smaller reporting company ☐ ☒

Emerging growth company

  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.):Exchange Act). Yes ☐ No ☒

 

AsNumber ofNovember 3, 2017, 32,279,774 common units representing limited partnership interests were outstanding.outstanding as of August 5, 2021: 35,404,774  

 


 

TABLE OF CONTENTS

 

 

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

1

  

PART I – FINANCIAL INFORMATION

1

  
 

ITEM 1.1.

FINANCIAL STATEMENTSSTATEMENTS

1

    
  

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2021SEPTEMBER 30,2017AND DECEMBER 31, 20202016 (UNAUDITED)

2

    
  

CONDENSED CONSOLIDATED INCOME STATEMENTS FOR THE THREE AND NINESIX MONTHS ENDED JUNE 30, 2021SEPTEMBER30, 2017AND 20202016(UNAUDITED)

3

    
  

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSCHANGES IN PARTNERSHIP CAPITAL FOR THE
NINE THREE AND SIX MONTHS ENDED SEPTEMBERJUNE 30,, 2017 2021 AND 20162020 (UNAUDITED)

4

    
  

NOTES TOCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE CONDENSED SIX MONTHS ENDED JUNE 30, 2021CONSOLIDATED AND 2020FINANCIAL STATEMENTS(UNAUDITED)

5

    
 

ITEM 2.NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6

ITEM 2.

MANAGEMENT’SS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

79

    
 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

1113

    
 

ITEM 4.4.

CONTROLS AND PROCEDURES

1213

    

PART II – OTHER INFORMATION

1214

  
 

ITEM 1.

LEGAL PROCEEDINGS

1214

    
 

ITEM 2.1A.

ISSUERRISK FACTORS PURCHASES

14

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

1314

    
 

ITEM 6.

EXHIBITS

1315

   

SIGNATURES

1517

 


 

 

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

 

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

 

 

Statements included in this report that are not historical facts (including any statements concerning plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto), are forward-looking statements. These statements can be identified by the use of forward-looking terminology including “may,” “believe,” “will,” “expect,” “anticipate,” “estimate,” “continue”"may," "believe," "will," "expect," "anticipate," "estimate," "continue" or other similar words. These statements discuss future expectations, contain projections of results of operations or of financial condition or state other “forward-looking”forward-looking information. In this report, the term “Partnership,” as well as the terms “DMLP,” “us,” “our,” “we,” and “its” are sometimes used as abbreviated references to Dorchester Minerals, L.P. itself or Dorchester Minerals, L.P. and its related entities.the Partnership.

 

These forward-looking statements are made based upon management’smanagement's current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and, therefore, involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements for a number of important reasons.reasons, including those discussed under “Item 1A – Risk Factors" in the Partnership’s annual report on Form 10-K and in this report, in its other filings with the Securities and Exchange Commission and elsewhere in this report.  Examples of such reasons include, but are not limited to, changes in the price or demand for oil and natural gas, including the recent significant decline in energy prices, public health crises including the worldwide coronavirus (COVID-19) outbreak beginning in early 2020, changes in the operations on or development of our properties, changes in economic and industry conditions and changes in regulatory requirements (including changes in environmental requirements) and our financial position, business strategy and other plans and objectives for future operations. These and other factors are set forth in our filings with the Securities and Exchange Commission.

 

You should read these statements carefully because they discuss our expectations about our future performance, contain projections of our future operating results or our future financial condition, or state other “forward-looking”forward-looking information. Before you invest, you should be aware that the occurrenceoccurrence of any of the events herein described in “Item 1A – Risk Factors" in the Partnership’s annual report on Form 10-K and its other filings with the Securities and Exchange Commission and elsewhere in this report could substantially harm our business, results of operations and financial condition and that upon the occurrence of any of these events, the trading price of our common units could decline, and you could lose all or part of your investment.

 

 

PART I FINANCIAL INFORMATION

 

 

ITEM 1.     FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

 

See attached financial statements on the following pages.

 


1

 

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

 

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands)

(Unaudited)

 

  

September 30,

  

December 31,

 
  

2017

  

2016

 
         

ASSETS

        

Current assets:

        

Cash and cash equivalents

 $11,557  $8,212 

Trade and other receivables

  5,210   4,332 

Net profits interests receivable - related party

  2,321   2,225 

Total current assets

  19,088   14,769 
         

Other non-current assets

  31   19 
         

Property and leasehold improvements - at cost:

        

Oil and natural gas properties (full cost method)

  363,186   340,563 

Accumulated full cost depletion

  (294,583

)

  (288,163

)

Total

  68,603   52,400 
         

Leasehold improvements

  1,208   625 

Accumulated amortization

  (625

)

  (602

)

Total

  583   23 
         

Total assets

 $88,305  $67,211 
         

LIABILITIES AND PARTNERSHIP CAPITAL

        
         

Current liabilities:

        

Accounts payable and other current liabilities

 $1,774  $252 

Current portion of deferred rent incentive

  15   23 

Total current liabilities

  1,789   275 

Deferred rent incentive less current portion

  462   - 

Total liabilities

  2,251   275 
         

Commitments and contingencies (Note 2)

        
         

Partnership capital:

        

General partner

  1,693   1,809 

Unitholders

  84,361   65,127 

Total partnership capital

  86,054   66,936 

Total liabilities and partnership capital

 $88,305  $67,211 

  

June 30,

  

December 31,

 
  

2021

  

2020

 
         

ASSETS

        

Current assets:

        

Cash and cash equivalents

 $20,479  $11,232 

Trade and other receivables

  8,017   5,075 

Net profits interest receivable - related party

  3,847   1,914 

Total current assets

  32,343   18,221 
         

Property and leasehold improvements - at cost:

        

Oil and natural gas properties (full cost method)

  411,185   399,324 

Accumulated full cost depletion

  (336,097

)

  (331,361

)

Total

  75,088   67,963 
         

Leasehold improvements

  989   989 

Accumulated amortization

  (284

)

  (238

)

Total

  705   751 
         

Operating lease right-of-use asset

  1,278   1,392 
         

Total assets

 $109,414  $88,327 
         

LIABILITIES AND PARTNERSHIP CAPITAL

        
         

Current liabilities:

        

Accounts payable and other current liabilities

 $1,869  $1,578 

Operating lease liability

  295   300 

Total current liabilities

  2,164   1,878 
         

Operating lease liability

  1,738   1,885 

Total liabilities

  3,902   3,763 
         

Commitments and contingencies (Note 4)

          
         

Partnership capital:

        

General Partner

  831   536 

Unitholders

  104,681   84,028 

Total partnership capital

  105,512   84,564 

Total liabilities and partnership capital

 $109,414  $88,327 

 

The accompanying notes areare an integral part of these condensed consolidated financial statements.

 


2

 

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

 

CONDENSEDCONSOLIDATEDINCOME STATEMENTS

(In Thousands, except Incomeper Unit)unit amounts)

(Unaudited)

 

  

Three Months Ended

September 30,

  

Nine Months Ended

 
    

September 30,

 
  

2017

  

2016

  

2017

  

2016

 

Operating revenues:

                

Royalties

 $11,499  $8,208  $32,611  $20,758 

Net profits interests

  737   1,589   2,706   3,320 

Lease bonus

  43   865   1,799   2,509 

Other

  201   17   644   227 
                 

Total operating revenues

  12,480   10,679   37,760   26,814 
                 

Costs and expenses:

                

Operating, including production taxes

  1,320   902   3,358   2,180 

Depreciation, depletion and amortization

  2,795   2,080   6,443   6,571 

General and administrative expenses

  1,141   1,050   3,764   3,967 
                 

Total costs and expenses

  5,256   4,032   13,565   12,718 
                 

Net income

 $7,224  $6,647  $24,195  $14,096 
                 

Allocation of net income:

                

General partner

 $273  $230  $903  $496 
                 

Unitholders

 $6,951  $6,417  $23,292  $13,600 
                 

Net income per common unit (basic and diluted)

 $0.22  $0.21  $0.75  $0.44 

Weighted average common units outstanding (000's)

  32,280   30,675   31,222   30,675 

  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 
  

2021

  

2020

  

2021

  

2020

 
                 

Net operating revenues:

                

Royalties

 $16,770  $6,505  $31,141  $16,455 

Net profits interests

  4,224   278   7,199   5,446 

Lease bonus

  7   6   444   269 

Other

  360   6   366   101 
                 

Total net operating revenues

  21,361   6,795   39,150   22,271 
                 

Costs and expenses:

                

Operating, including production taxes

  1,644   1,350   3,165   2,790 

Depreciation, depletion and amortization

  2,484   2,940   4,782   6,297 

General and administrative expenses

  724   1,313   2,893   3,231 
                 

Total costs and expenses

  4,852   5,603   10,840   12,318 
                 

Net income

 $16,509  $1,192  $28,310  $9,953 
                 

Allocation of net income:

                

General partner

 $551  $60  $948  $298 

Unitholders

 $15,958  $1,132  $27,362  $9,655 

Net income per common unit (basic and diluted)

 $0.46  $0.03  $0.79  $0.28 

Weighted average basic and diluted common units outstanding

  34,688   34,680   34,684   34,680 

 

The accompanying notes areare an integral part of these condensed consolidated financial statements.

 


3

 

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

  

Nine Months Ended

 
  

September 30,

 
  

2017

  

2016

 
         

Net cash provided by operating activities

 $31,274  $21,563 
         

Cash flows provided by investing activities:

        

Cash contributed in acquisition of royalty interests

  437   - 

Capital expenditures

  (106

)

  - 

Total cash flows provided by investing activities

  331   - 
         

Cash flows used in financing activities:

        

Distributions paid to general partner and unitholders

  (28,260

)

  (19,203

)

         

Increase in cash and cash equivalents

  3,345   2,360 
         

Cash and cash equivalents at beginning of period

  8,212   7,136 
         

Cash and cash equivalents at end of period

 $11,557  $9,496 
         

Non-cash investing and financing activities:

        

Fair value of common units issued for acquisition of royalty interests

 $23,183  $- 

The accompanying notes are an integral part of these condensed consolidated financial statements


DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

 

 

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL

.(In Thousands)

(Unaudited)

 

  

General

Partner

  

Unitholders

  

Total

  

Unitholder

Units

 

Three Months Ended June 30, 2020

                

Balance at April 1, 2020

 $1,041  $107,103  $108,144   34,680 

Net income

  60   1,132   1,192     

Distributions ($0.477891 per Unit)

  (472

)

  (16,573

)

  (17,045

)

    

Balance at June 30, 2020

 $629  $91,662  $92,291   34,680 
                 

Three Months Ended June 30, 2021

                

Balance at April 1, 2021

 $654  $87,030  $87,684   34,680 

Net income

  551   15,958   16,509     

Acquisition of assets for units

  0   12,216   12,216   725 

Distributions ($0.303441 per Unit)

  (374

)

  (10,523

)

  (10,897

)

    

Balance at June 30, 2021

 $831  $104,681  $105,512   35,405 

  

General

Partner

  

Unitholders

  

Total

  

Unitholder

Units

 

Six Months Ended June 30, 2020

                

Balance at January 1, 2020

 $1,228  $111,108  $112,336   34,680 

Net income

  298   9,655   9,953     

Distributions ($0.839133 per Unit)

  (897

)

  (29,101

)

  (29,998

)

    

Balance at June 30, 2020

 $629  $91,662  $92,291   34,680 
                 

Six Months Ended June 30, 2021

                

Balance at January 1, 2021

 $536  $84,028  $84,564   34,680 

Net income

  948   27,362   28,310     

Acquisition of assets for units

  0   12,216   12,216   725 

Distributions ($0.545701 per Unit)

  (653

)

  (18,925

)

  (19,578

)

    

Balance at June 30, 2021

 $831  $104,681  $105,512   35,405 

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

  

Six Months Ended

 
  

June 30,

 
  

2021

  

2020

 
         

Net cash provided by operating activities

 $28,211  $26,412 
         

Cash flows provided by investing activities:

        

Net cash contributed in acquisition of royalty properties

  352   0 

Proceeds from the sale of oil and natural gas properties

  262   0 

Total cash flows provided by investing activities

  614   0 
         

Cash flows used in financing activities:

        

Distributions paid to General Partner and unitholders

  (19,578

)

  (29,998

)

         

Increase (decrease) in cash and cash equivalents

  9,247   (3,586)

Cash and cash equivalents at beginning of period

  11,232   15,339 
         

Cash and cash equivalents at end of period

 $20,479  $11,753 
         
         

Non-cash investing and financing activities:

        

Fair value of common units issued for acquisition of royalty properties

 $12,216  $0 

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1     Basis of Presentation:

1.

Basis of Presentation

Dorchester Minerals, L.P. (the “Partnership”) is a publicly traded Delaware limited partnership that was formed in December 2001, and commenced operations on January 31, 2003. The unaudited condensed consolidated financial statements include the accounts of Dorchester Minerals, L.P.the Partnership and its wholly-owned subsidiaries Dorchester Minerals Oklahoma LP, Dorchester Minerals Oklahoma GP, Inc., Maecenas Minerals LLP, and Dorchester-Maecenas GP LLC. All significant intercompany balancesLLC, The Buffalo Co., A Limited Partnership, and transactions have been eliminated in consolidation.DMLPTBC GP LLC.

 

The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal and recurring adjustments unless indicated otherwise) that are, in the opinion of management, necessary for the fair statementpresentation of our financial position and operating results for the interim period. Interim period results are not necessarily indicative of the results for the calendar year. See “Management’s Discussion and AnalysisFor more information regarding limitations on the forward-looking statements contained herein, see page 1 of Financial Condition and Results of Operations” for additional information. Per-unitthis Quarterly Report on Form 10-Q. Per unit information is calculated by dividing the income or loss applicable to holders of ourthe Partnership’s common units by the weighted average number of units outstanding. The Partnership has no0 potentially dilutive securities and, consequently, basic and dilutivediluted income per unit do not differ. These interimThe accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership’s annual report2020 Annual Report on Form 10-K for the year ended December 31, 2016.10-K.

 

Fair Value of Financial Instruments- The carrying amount of cash and cash equivalents, trade receivables and payables approximates fair value becauseaccompanying unaudited condensed consolidated financial statements include the consolidated results of the short maturityPartnership. All significant intercompany balances and transactions have been eliminated in consolidation.

The preparation of those instruments. These estimated fair values may not be representativefinancial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of actual valuesassets and liabilities and disclosure of contingent assets and liabilities at the date of the financial instrumentsstatements and the reported amounts of revenues and expenses during the reporting period. For example, estimates of uncollected revenues and unpaid expenses from Royalty Properties (which are interests in oil and natural gas leases that give the Partnership the right to receive a portion of the production from the leased acreage, without bearing the costs of such production) and net profits overriding royalty interests (referred to as the Net Profits Interest, or “NPI”) operated by non-affiliated entities are particularly subjective due to our inability to gain accurate and timely information. Therefore, actual results could differ from those estimates.

Recent Events In January 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (“COVID-19”) and the significant risks to the international community and economies as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified COVID-19 as a pandemic, based on the rapid increase in exposure globally, and thereafter, COVID-19 continued to spread throughout the U.S. and worldwide. In addition, actions taken by OPEC members and other exporting nations on the supply and demand in global oil and natural gas markets resulted in significant negative pricing pressure in the first half of 2020, followed by a recovery in pricing and an increase in demand in the second half of 2020 and into 2021. The financial results of companies in the oil and natural gas industry have been realizedimpacted materially as a result of changing market conditions. Such circumstances generally increase uncertainty in the Partnership’s accounting estimates. Although demand and market prices for oil and natural gas have recently increased, due to the rising energy use and the improvement in the U.S. economic activity, we cannot predict events that may lead to future price volatility and the near term energy outlook remains subject to heightened levels of uncertainty.

6

Although demand and market prices for oil and natural gas have recently increased due to the rising energy use and the improvement in the U.S. economic activity, we are continuing to closely monitor the overall impact and the evolution of the COVID-19 pandemic, including the spread of its variants, along with future OPEC actions on all aspects of our business, including how these events may impact our future operations, financial results, liquidity, employees and operators. Additional actions may be required in response to the COVID-19 pandemic on a national, state, and local level by governmental authorities, and such actions may further adversely affect general and local economic conditions, particularly if the resurgence of the COVID-19 pandemic continues. We cannot predict the long-term impact of these events on our liquidity, financial position, results of operations or cash flows due to uncertainties including the severity of COVID-19 and the effect the virus will have on the demand for oil and natural gas. These situations remain fluid and unpredictable, and we are actively managing our response.

Revenue Recognition – Revenues from Royalty Properties and the NPI are recorded under the cash receipts approach as directly received from the remitters’ statement accompanying the revenue check. Since the revenue checks are generally received two to four months after the production month, the Partnership accrues for revenue earned but not received by estimating production volumes and product prices. Identified differences between our accrued revenue estimates and actual revenue received historically have not been significant.

The Partnership does not record revenue for unsatisfied or partially unsatisfied performance obligations. The Partnership’s right to revenues from Royalty Properties and the NPI occurs at the time of production, at which point, payment is unconditional, and no remaining performance obligation exists for the Partnership. Accordingly, the Partnership’s revenue contracts for Royalty Properties and NPI do not generate contract assets or contract liabilities.

Revenues from lease bonus payments are recorded upon receipt. The lease bonus is separate from the lease itself and is recognized as revenue to the Partnership upon receipt of payment. The Partnership generates lease bonus revenue by leasing its mineral interests to exploration and production companies and includes proceeds from assignments of leasehold interests where the Partnership retains an interest. A lease agreement represents the Partnership’s contract with a lessee and generally transfers the rights to develop oil or natural gas, grants the Partnership a right to a specified royalty interest, and requires that drilling and completion operations commence within a specified time period. Upon signing a lease agreement, no further performance obligation exists for the Partnership, and therefore, no contract assets or contract liabilities are generated.

2.

Acquisition of Royalty Properties

On June 30, 2021, pursuant to a contribution and exchange agreement with JSFM, LLC, a Wyoming limited liability company (“JSFM”), the Partnership acquired overriding royalty interests in the Bakken Trend totaling approximately 6,400 net royalty acres located in Dunn, McKenzie, McLean and Mountrail Counties, North Dakota in exchange for 725,000 common units representing limited partnership interests in the Partnership valued at $12.2 million and issued pursuant to the Partnership’s registration statement on Form S-4. We believe that the acquisition is considered complimentary to our business. The transaction was accounted for as an acquisition of assets under U.S. GAAP. Accordingly, the cost of the acquisition was allocated on a relative fair value basis and transaction costs were capitalized as a component of the cost of the assets acquired. At closing, in addition to conveying overriding royalty interests to the Partnership, JSFM delivered funds to the Partnership in an amount equal to their cash receipts during the period from April 1, 2021 through June 30, 2021 of $0.4 million. This contributed cash, net of capitalized transaction costs of $0.1 million, is included in the net cash contributed in acquisition on the condensed consolidated statement of cash flows for the six months ended June 30, 2021. The condensed consolidated balance sheet as of quarter close or that will be realizedJune 30, 2021 includes $11.9 million of net oil and natural gas properties acquired in the future.transaction.

 

 

3.

Net Profits Interest Divestiture

2     Commitments

On September 30, 2020, the Partnership and Contingencies:affiliates of its General Partner closed the divestiture of our Hugoton net profits interest located in Texas County, Oklahoma and Stevens County, Kansas to a third party. In accordance with the full cost method of accounting, as the divestiture did not represent a significant portion of the Partnership’s reserves, gross divestiture proceeds of $5.7 million were credited to the oil and natural gas properties full cost pool as of December 31, 2020. Final net proceeds from the sale were subject to customary holdbacks and post-closing adjustments.

4.

Commitments and Contingencies

The Partnership and Dorchester Minerals Operating LP, a Delaware limited partnership owned directly and indirectly by our general partner,General Partner, are involved in legal and/or administrative proceedings arising in the ordinary course of their businesses, none of which have predictable outcomes, and none of which are believed to have any significant effect on our consolidated financial position, cash flows, or operating results.

 Operating Leases - We have entered into an operating lease agreement in the ordinary course of our business activities. The third amendment to our office lease was signed on April 17, 2017, for a term of 129 months beginning June 1, 2018. The lease is for our office space at 3838 Oak Lawn Avenue, Suite 300, Dallas, Texas, and now expires in 2029. Under the third amendment to the office lease, monthly rental payments will range from $25,000 - $30,000 and the Partnership will receive a tenant improvement allowance of approximately $700,000. The Partnership recognizes a deferred rent liability for the rent escalations when the amount of straight-line rent exceeds the lease payments, and reduces the deferred rent liability when the lease payments exceed the straight-line rent expense. For the tenant improvement allowance, the Partnership will record a deferred rent liability and will amortize the deferred rent over the lease term as a reduction to rent expense once in use.


3     Acquisition for Common Units:On June 30, 2017, pursuant to a Contribution, Exchange and Purchase Agreement with DSD Royalty, LLC, a Texas limited liability company (“DSD”), the Partnership acquired producing and nonproducing royalty and mineral interests located in the Midland Basin in exchange for consideration valued at approximately $23,183,000, half in cash (the “Cash Consideration”) and half in common units representing limited partner interests in the Partnership (“Common Units”), based on a price of $14.98 per Common Unit (calculated based on the average closing price of Common Units during the period beginning 15 trading days immediately prior to the closing date and ending two trading days prior to the closing date) (the “DSD Agreement”). Prior to the closing of the DSD Agreement, the Partnership entered into a Participation Agreement with certain officers of the Partnership and entities affiliated with certain officers and directors of the Partnership (the “Participants”), pursuant to which the Partnership agreed to assign an undivided 50% interest in its rights under the DSD Agreement to the Participants in exchange for the Participants’ assumption of the obligation to pay the Cash Consideration on behalf of the Partnership (the “Participation Agreement”). On June 30, 2017, in connection with the closing of the DSD Agreement, the Participants contributed to the Partnership their respective assets received pursuant to the Participation Agreement in exchange for common units of the Partnership based on a price of $14.98 per Common Unit (calculated in the same manner as the price of Common Units issued pursuant to the DSD Agreement) pursuant to Contribution and Exchange Agreements with the Partnership (the “Participant Contribution Agreements”). In accordance with the transactions contemplated by the DSD Agreement and the Participant Contribution Agreements, the Partnership issued to DSD and the Participants an aggregate of 1,604,343 Common Units pursuant to the Partnership’s registration statements on Form S-4. After the issuance, 6,395,657 Common Units remain available under the Partnership’s registration statements on Form S-4.

 

 

4       Distributions to Holders of Common Units:Unitholder cash distributions per common unit since 2015 have been:

  

Per Unit Amount

 
  

2017

  

2016

  

2015

 

First quarter

 $0.306700  $0.147417  $0.306553 
          

Second quarter

 $0.322965  $0.257977  $0.167430 
          

Third quarter

 $0.284650  $0.252224  $0.194234 
          

Fourth quarter

    $0.241475  $0.199076 

5.

Distributions to Holders of Common Units

 

Distributions beginning withThe distribution for the second quarter of 2017 were paid on 32,279,774 units; previous distributions set forth above were paid on 30,675,431 units. The third quarter 2017 distribution2021 will be paid on November 9, 2017. Fourth quarter distributions shown above are paid in35,404,774 common units. The distribution for the first calendarsecond quarter of the following year. 2020 was paid on 34,679,774 common units. The second quarter 2021 distribution of $0.480528 per common unit will be paid on August 12, 2021. Our partnership agreement requires the fourththird quarter cash distribution to be paid by FebruaryNovember 14, 2018.

5       New Accounting Pronouncements: In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The guidance requires entities to recognize revenue using the following five-step model: identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue as the entity satisfies each performance obligation. Adoption of this standard could result in retrospective application, either in the form of recasting all prior periods presented or a cumulative adjustment to equity in the period of adoption. The company plans to adopt this standard using the modified retrospective method upon its effective date. The guidance is effective for annual and interim reporting periods beginning after December 15, 2017.

 Our Partnership’s revenues are substantially attributable to oil and gas sales. Based on substantial completion of review of our contracts, we believe the timing and presentation of revenues under ASU 2014-09 will be materially consistent with our current revenue recognition policy as described above. The Partnership will continue to monitor specific developments for our industry as it relates to ASU 2014-09.2021.

 


8

 

 In February 2016, the FASB issued ASU 2016-02, which requires lessees to record most leases on the balance sheet. Under the new guidance, lease classification as either a finance lease or an operating lease will determine how lease-related revenue and expense are recognized. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company has lease commitments of approximately $3 million that we believe would be subject to capitalization under ASU 2016-02. The lease obligations that will be in place upon adoption of ASU 2016-02 may be significantly different than our current obligations. Accordingly, at this time we cannot estimate the amount that will be capitalized when this standard is adopted.

itemITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of OperationsMANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion contains forward-looking statements. For a description of limitations inherent in forward-looking statements, see page 1 of this Quarterly Report on Form 10-Q.

 

Overview

 

We own producing and nonproducing mineral, royalty, overriding royalty, net profits and leasehold interests. We refer to these interests as the Royalty Properties. We currently own Royalty Properties in 574581 counties and parishes in 2526 states.

 

 WeAs of June 30, 2021, we own a net profits overriding royalty interestsinterest (referred to as the Net Profits Interests,Interest, or “NPIs”“NPI”) in various properties owned by Dorchester Minerals Operating LP (the “Operating Partnership”), a Delaware limited partnership owned directly and indirectly by our general partner. We refer to Dorchester Minerals Operating LP as the “operating partnership” or “DMOLP.”General Partner. We receive monthly payments from the NPI equaling 96.97% of the net profits actually realized by the operating partnershipOperating Partnership from these properties in the preceding month. In the event that costs, including budgeted capital expenditures, exceed revenues on a cash basis in a given month for properties subject to athe Net Profits Interest, no payment is made, and any deficit is accumulated and carried over and reflected in the following month's calculation of net profit.

 

 Each of the five NPIs haveThe NPI has previously had cumulative revenue that exceeded cumulative costs, such excess constituting net proceeds on which NPI payments were determined. In the event anthe NPI has a deficit of cumulative revenue versus cumulative costs, the deficit will be borne solely by the operating partnership.Operating Partnership.

 

 Minerals NPI production volumes and prices are withinFrom a cash perspective, as of June 30, 2021, the consolidated financial statements in accordance with U.S. GAAP. Our financial statements will continue to reflect such information even if the NPI is in temporary deficit due to capital expenditures.

 As of September 30, 2017, the Minerals NPI was in a surplus position and had outstanding capital commitments, primarily in the Bakken region, equaling cash on hand of $7,400,000.$1.7 million.

 

Commodity Price Risks

The pricing of oil and natural gas sales is primarily determined by supply and demand in the marketplace and can fluctuate considerably. As a royalty owner and non-operator, we have extremely limited access to timely information and involvement and no operational control over the volumes of oil and natural gas produced and sold and the terms and conditions on which such volumes are marketed and sold.

 

Our profitability is affected by oil and natural gas market prices. Oil and natural gas market prices have fluctuated significantly in recent years in response to changes in the supply and demand for oil and natural gas in the market, along with domestic and international political and economic conditions.

In January 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (“COVID-19”) and the significant risks to the international community and economies as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified COVID-19 as a pandemic, based on the rapid increase in exposure globally, and thereafter, COVID-19 continued to spread throughout the U.S. and worldwide. In addition, in early March 2020, oil prices dropped sharply and continued to decline, briefly reaching negative levels, as a result of multiple factors affecting the supply and demand in global oil and natural gas markets, including (i) actions taken by OPEC members and other exporting nations impacting commodity price and production levels and (ii) a significant decrease in demand due to the COVID-19 pandemic. However, certain restrictions on conducting business that were implemented in response to the COVID-19 pandemic have been lifted as improved treatments and vaccinations became available for COVID-19 since late 2020. As a result, oil and natural gas market prices have improved in response to the increase in demand. Commodity prices have historically been volatile and we cannot predict events which may lead to future fluctuations in these prices. However, additional actions may be required in response to the COVID-19 pandemic on a national, state and local level by governmental authorities, and such actions may further adversely affect general and local economic conditions (including further closures of businesses), particularly if the resurgence of the COVID-19 pandemic continues. The COVID-19 pandemic continues to be dynamic and evolving, and its ultimate duration and effects remain uncertain.

 


9

 

Results of Operations

 

ThreeAcquisition of Royalty Properties

On June 30, 2021, pursuant to a contribution and exchange agreement with JSFM, LLC, a Wyoming limited liability company (“JSFM”), the Partnership acquired overriding royalty interests in the Bakken Trend totaling approximately 6,400 net royalty acres located in Dunn, McKenzie, McLean and Mountrail Counties, North Dakota in exchange for 725,000 common units representing limited partnership interests in the Partnership issued pursuant to the Partnership's registration statement on Form S-4. After the issuance, 29,275,000 units remain available for issuance under the Partnership's available registration statements. At closing, in addition to conveying overriding royalty interests to the Partnership, JSFM delivered funds to the Partnership in an amount equal to their cash receipts during the period from April 1, 2021 through June 30, 2021 of $0.4 million. This contributed cash, net of capitalized transaction costs of $0.1 million, is included in net cash contributed in acquisition on the condensed consolidated statement of cash flows for the six months ended June 30, 2021.

Net Profits Interest Divestiture

On September 30, 2020, the Partnership and affiliates of its General Partner closed the divestiture of our Hugoton net profits interest located in Texas County, Oklahoma and Stevens County, Kansas to a third party. In accordance with the full cost method of accounting, as the divestiture did not represent a significant portion of the Partnership’s reserves, gross divestiture proceeds of $5.7 million were credited to the oil and natural gas properties full cost pool as of December 31, 2020. Final net proceeds from the sale were subject to customary holdbacks and post-closing adjustments. Customary holdbacks of $0.2 million were paid to the Partnership and are included in proceeds from the sale of oil and natural gas properties on the condensed consolidated statement of cash flows for the six months ended June 30, 2021.

Three and Nine Six Months Ended September 30, 2017June 30, 2021 as compared to Three and Nine Six Months Ended June 30,2020September302016

 

Normally, our period-to-periodOur period-to-period changes in net income and cash flows from operating activities are principally determined by changes in oil and natural gas sales volumes and prices.prices, and to a lesser extent, by capital expenditures deducted under the NPI calculation. Our portion of oil and natural gas sales volumes and weighted average sales prices were:are shown in the following table.

 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

 

Accrual basis sales volumes:

 

2017

  

2016

  

2017

  

2016

 

Royalty properties gas sales (mmcf)

 967  775  2,681  2,461 
             

Royalty properties oil sales (mbbls)

 207  163  569  451 
             

NPI gas sales (mmcf)

 631  599  1,799  1,996 
             

NPI oil sales (mbbls)

 60  84  200  307 
             

Accrual basis weighted average sales price:

            
             

Royalty properties gas sales ($/mcf)

 $ 2.63  $ 2.42  $ 2.94  $ 1.94 
             

Royalty properties oil sales ($/bbl)

 $ 43.32  $ 38.72  $ 43.46  $ 35.44 
             

NPI gas sales ($/mcf)

 $ 2.34  $ 2.33  $ 2.62  $ 2.07 
             

NPI oil sales ($/bbl)

 $ 41.51  $ 36.10  $ 40.30  $ 33.66 

  

Three Months Ended

      

Six Months Ended

     
  

June 30,

      

June 30,

     

Accrual basis sales volumes:

 

2021

  

2020

  

% Change

  

2021

  

2020

  

% Change

 

Royalty properties natural gas sales (mmcf)

  1,014   839   21

%

  1,754   1,708   3

%

Royalty properties oil sales (mbbls)

  225   227   (1

%)

  471   446   6

%

NPI natural gas sales (mmcf)

  415   611   (32

%)

  693   1,356   (49

%)

NPI oil sales (mbbls)

  97   117   (17

%)

  187   301   (38

%)

                         

Accrual basis weighted average sales price:

                        

Royalty properties natural gas sales ($/mcf)

 $3.48  $1.16   200

%

 $2.97  $1.40   112

%

Royalty properties oil sales ($/bbl)

 $58.88  $24.36   142

%

 $55.01  $31.54   74

%

NPI natural gas sales ($/mcf)

 $3.37  $1.59   112

%

 $3.19  $1.35   136

%

NPI oil sales ($/bbl)

 $58.08  $24.46   137

%

 $53.96  $36.67   47

%

 

Both oil and natural gas sales price changes reflected in the table above resulted from changing market conditions.

 

Oil sales volumes attributable to our Royalty Properties duringremained consistent from the thirdsecond quarter increased 27% from 163 mbbls in 2016 to 207 mbbls inof 2020 versus the same period of 2017. Oil2021. This is primarily the result of lower suspense releases on new wells in the Bakken region and Rockies in the second quarter of 2021 compared to the same period of 2020 and natural production declines in the Bakken region and Mid-Continent, offset by increased Permian Basin production due to higher suspense releases on new wells in the second quarter of 2021 compared to the same period of 2020. The increase in oil sales volumes attributable to our Royalty Properties from the first ninesix months of 2016 increased 26% from 451 mbbls2020 to 569 mbbls in the same period of 2017. The increase in volumes during the third quarter and first nine months of 2017 compared to the same periods of 20162021 is mainlyprimarily a result of increased Permian Basin production due to higher suspense releases on new wells and prior period adjustments, partially offset by lower suspense releases on new wells in the Bakken region and Rockies and natural production declines in the Bakken region and Mid-Continent. The increase in natural gas sales volumes attributable to our Royalty Properties from the second quarter of 2020 to the same period of 2021 is primarily a result of higher suspense releases on new wells.wells in the Permian Basin and increased production in the Permian Basin and Barnett Shale, partially offset by lower suspense releases on new wells in the Rockies and decreased production in East Texas. Natural gas sales volumes attributable to our Royalty Properties duringremained relatively consistent from the third quarter increased 25% from 775 mmcf in 2016first six months of 2020 to 967 mmcf in the same period of 2017. Natural gas sales volumes during2021. This is primarily the first nine months increased 9% from 2,461 mmcf in 2016 to 2,681 mmcfresult of higher suspense releases on new wells in the same period of 2017. The increase in volumes during the third quarterPermian Basin and first nine months of 2017 compared to the same periods of 2016 is mainly a result of increased production in the Permian Basin partiallyand Barnett Shale being largely offset by lower suspense releases on new wells in the Rockies and decreased production in other areas of Texas.

The decrease in oil sales attributable to our NPI properties from the second quarter of 2020 to the same period of 2021 is primarily a result of lower suspense releases for new wells in the Bakken region, decreased production in the Fayetteville Shale play.

Oil sales volumes attributable to our NPIs during the third quarterPermian Basin, and first nine months of 2016 were 84 mbbls and 307 mbbls, respectively, resulting in decreases of 29% and 35% to 60 mbbls and 200 mbbls, respectively, during the same periods of 2017.natural production declines. The decrease in oil sales volumes attributable to our NPI properties from the first six months of 2020 to the same period of 2021 is mainly due toprimarily a result of lower suspense releases for new wells in the Bakken region and Permian Basin and decreased production across all regions after 2020 curtailments were restored. The decrease in natural reservoir declines. Natural gas sales volumes attributable to our NPIs duringNPI properties from the second quarter and first six month of 2020 to the same periods of 2021 is primarily the result of the absence of production from the Hugoton Field in the second quarter and first six months of 2021 due to the Hugoton NPI divestiture in the third quarter of 2020, partially offset by increased 5% from 599 mmcf in 2016 to 631 mmcfproduction in the same period of 2017Bakken region and increased Fayetteville Shale production due to a higher number of suspense releases in 2017. During the first nine months of 2017, NPI natural gas volumes decreased 10% from 1,996 mmcf in 2016 to 1,799 mmcf in the sameprior period of 2017. The decrease in gas sales volumes is mainly due to natural reservoir declines in addition to the lower amount of suspense releases in the first quarter of 2017 as compared to the first quarter of 2016.adjustments.

 


10

 

Our third quarter net operatingOperating revenues increased 17%215% from $10,679,000$6.8 million during 2016the second quarter of 2020 to $12,480,000$21.4 million during the same period of 2017. Current quarter2021. The increase in royalty revenues is primarily due toa result of higher Royalty Properties natural gas sales volumes, higher Royalty Properties oil and natural gas sales prices, partially offset by a decrease in both net profits interests income and lease bonus income versushigher NPI revenues. Operating revenues also increased 76% from $22.3 million during the prior year. Our first ninesix months net operating revenues increased 41% from $26,814,000 during 2016of 2020 to $37,760,000$39.2 million during the same period of 2017. These increases are2021. The increase is primarily a result of an increase in royalty revenues resulting from higher Royalty Properties oil and natural gas pricessales volumes and sales volumes.prices.

 

ThirdOperating costs, including production taxes, increased 14% from $1.4 million during the second quarter operating costs and expenses increased 46% from $902,000 during 2016of 2020 to $1,320,000$1.6 million during the same period of 2017. Our2021. Operating costs, including production taxes, also increased 14% from $2.8 million during the first ninesix months operating costs increased 54% from $2,180,000 during 2016of 2020 to $3,358,000$3.2 million during the same period of 2017.2021. The increases in both periods are primarily a result of higher production taxes due to higher natural gas sales volumes and higher oil and natural gas sales prices.prices, partially offset by lower ad valorem taxes.

 

GeneralDepreciation, depletion and administrative expenses of $1,050,000amortization decreased 14% from $2.9 million during the thirdsecond quarter of 2016 increased 9%2020 to $1,141,000$2.5 million during the same period of 2017 primarily as a result of costs related to our office remodel. General2021. Depreciation, depletion and administrative expenses of $3,967,000amortization also decreased 24% from $6.3 million during the first ninesix months of 2016 decreased 5% compared2020 to $3,764,000$4.8 million during the same period of 2017. The decrease is primarily due to lower information technology costs and lower legal costs associated with royalty litigation partially offset by increased costs related to our office remodel as compared to the same period of 2016.

Depletion and amortization costs of $2,080,000 during the third quarter of 2016 increased 34% to $2,795,000 during the same period of 2017 due to additional depletion from recently acquired mineral and royalty interests. Depletion and amortization costs of $6,571,000 during the first nine months of 2016 decreased 2% compared to $6,443,000 during the same period of 2017.2021. We adjust our depletion rate each quarter for significant changes in our estimates of oil and natural gas reserves.reserves, including acquisitions and divestitures.

 

ThirdGeneral and administrative expenses decreased 46% from $1.3 million during the second quarter net income allocableof 2020 to common units increased 8% from $6,417,000 during 2016 to $6,951,000$0.7 million during the same period of 2017 mainly due2021. General and administrative expenses also decreased 9% from $3.2 million during the first six months of 2020 to higher royalty income. Our first nine months net income allocable to common units increased by 71% from $13,600,000 compared to $23,292,000$2.9 million during the same period of 2017.2021. The increase is mainlydecreases are primarily a result of lower compensation expenses due to the forgiveness of the Operating Partnership’s $0.9 million Paycheck Protection Program loan in the second quarter of 2021, which was applied as a non-recurring credit of compensation costs previously reimbursed between the Partnership and the Operating Partnership. The lower compensation costs for the second quarter and first six months of 2021 were partially offset by higher royalty income dueinformation technology project costs when compared to higher oil and natural gas prices and sales volumes.the same periods of 2020.

 

Net cash provided by operating activities increased 45%7% from $21,563,000$26.4 million during the first ninesix months of 20162020 to $31,274,000$28.2 million during the same period of 2017.2021. The changeincrease is mainly driven byprimarily a result of higher oil and natural gas sales prices. Net cash provided by investing activities increased from $0 to $331,000 mainly dueRoyalties revenue receipts, net of operating costs, for the first six months of 2021 compared to the cash contributed withsame period of 2020, partially offset by lower NPI payment receipts for the acquisitionfirst six months of royalty interests.2021 compared to the same period of 2020.

 

In an effort to provide the reader with information concerning prices of oil and natural gas sales that correspond to our quarterly distributions, management calculates the weighted average price by dividing gross revenues received by the net volumes of the corresponding product without regard to the timing of the production to which such sales may be attributable. This “indicated price” does not necessarily reflect the contract terms for such sales and may be affected by transportation costs, location differentials, and quality and gravity adjustments. While the relationship between our cash receipts and the timing of the production of oil and natural gas may be described generally, actual cash receipts may be materially impacted by purchasers’ release of suspended funds and by purchasers’ prior period adjustments.

 

Cash receipts attributable to our Royalty Properties during the thirdsecond quarter of 20172021 totaled approximately $10,000,000. These$15.0 million. Approximately 82% of these receipts generally reflect oil sales during June 2017March 2021 through August 2017May 2021 and natural gas sales during May 2017February 2021 through July 2017.April 2021, and approximately 18% from prior sales periods. The weighted average indicated prices for oil and natural gas sales received during the 2017 third quartercash receipts attributable to the Royalty Properties during the second quarter of 2021 were $41.36/$53.33/bbl and $2.75/$3.29/mcf, respectively.


 

Cash receipts attributable to our NPIsNet Profits Interests during the thirdsecond quarter of 20172021 totaled approximately $1,100,000. These$3.4 million. Approximately 69% of these receipts generally reflect oil and natural gas sales during February 2021 through April 2021, and approximately 31% from the properties underlying the NPIs during May 2017 through July 2017.prior sales periods. The weighted average indicated prices for oil and natural gas sales receivedcash receipts attributable to the NPI properties during the 2017 thirdsecond quarter attributable to our NPIsof 2021 were $38.89/$49.29/bbl and $2.75/$3.36/mcf, respectively.

 

On June 28, 2017, the Partnership executed a definitive agreement to acquire producing and nonproducing mineral and royalty interests located in Glasscock, Howard, Martin, Midland, Reagan and Upton Counties, Texas. The properties consist

11

 

Liquidity and Capital Resources

 

Capital Resources

 

Our primary sources of capital are our cash flowsflows from the NPIsNPI and the Royalty Properties. Our onlypartnership agreement requires that we distribute quarterly an amount equal to all funds that we receive from NPIs and the Royalty Properties (other than cash proceeds received by the Partnership from a public or private offering of securities of the Partnership) less certain expenses and reasonable reserves. Additional cash requirements are the distributions to our unitholders,include the payment of oil and natural gas production and property taxes not otherwise deducted from gross production revenues and general and administrative expenses incurred on our behalf and allocated to the Partnership in accordance with ourthe partnership agreement. Because the distributions to our unitholders are, by definition, determined after the payment of all expenses actually paid by us, the only cash requirements that may create liquidity concerns for us are the paymentspayment of expenses. Because mostmany of these expenses vary directly with oil and natural gas sales prices and volumes, we anticipate that sufficient funds will be available at all times for payment of these expenses. See Note 4 of5 to the Notes to theunaudited Condensed Consolidated Financial Statements included in “Item 1 – Financial Statements” of this Quarterly Report on Form 10-Q for the amounts and dates ofadditional information regarding cash distributions to unitholders.

 

We are not directly liable for the payment of any exploration, development or production costs. We do not have any transactions, arrangements or other relationships that could materially affect our liquidity or the availability of capital resources. We have not guaranteed the debt of any other party, nor do we have any other arrangements or relationships with other entities that could potentially result in unconsolidated debt.

 

Pursuant to the terms of ourthe partnership agreement, we cannot incur indebtedness, other than trade payables, (i) in excess of $50,000 in the aggregate at any given time or (ii) which would constitute “acquisition indebtedness” (as defined in Section 514 of the Internal Revenue Code of 1986, as amended).

 

ExpensesWe currently expect to have sufficient liquidity to fund our distributions to unitholders and Capital Expenditures

The operating partnership continues to assess the opportunity to increase production based on prevailing market conditions in Oklahoma with techniquesoperations despite potential material uncertainties that may include fracture treating, deepening, recompleting,impact us as a result of the COVID-19 pandemic and drilling. Costs vary widely and are not predictable as each effort requires specific engineering. Such activities by the operating partnership could influence the amount we receive from the NPIs.

The operating partnership owns and operates the wells, pipelinescontinued oil and natural gas compressionmarket volatility. Although demand and dehydration facilities locatedmarket prices for oil and natural gas have recently increased due to the rising energy use and the improvements in Oklahoma. The operating partnership does not anticipate incurring significant expensethe U.S. economic activity, we cannot predict events that may lead to replace these facilities at this time. These capitalfuture price volatility. Our ability to fund future distributions to unitholders may be affected by the prevailing economic conditions in the oil and natural gas market and other financial and business factors, including the ongoing evolution of the COVID-19 pandemic, including the spread of its variants, which are beyond our control. If market conditions were to change due to declines in oil prices or uncertainty created by the ongoing COVID-19 pandemic, and our revenues were reduced significantly or our operating costs are reflected inwere to increase significantly, our cash flows and liquidity could be reduced. Despite recent improvements, the NPI paymentscurrent economic environment is volatile, and therefore, we receive fromcannot predict the operating partnership.


In 1998, Oklahoma regulations removed production quantity restrictions in the Guymon-Hugoton field and did not address efforts by third parties to persuade Oklahoma to permit infill drilling in the Guymon-Hugoton field. Infill drilling could require considerable capital expenditures. The outcome and the cost of such activities are unpredictable and could influence the amount we receive from the NPIs. The operating partnership believes it now has sufficient field compression and permits for vacuum operation for the foreseeable future.ultimate impact on our liquidity or cash flows.

 

Liquidity and Working Capital

 

Cash and cash equivalents totaled $11,557,000$20.5 million at SeptemberJune 30, 20172021 and $8,212,000$11.2 million at December 31, 2016.2020.

 

Critical Accounting Policies

 

We utilize the full cost methodAs of accounting for costs relatedJune 30, 2021, there have been no significant changes to our oilcritical accounting policies and natural gas properties. Under this method, all such costs are capitalized and amortizedrelated estimates previously disclosed in our 2020 Annual Report on an aggregate basis over the estimated lives of the properties using the units-of-production method. These capitalized costs are subject to a ceiling test, however, which limits such pooled costs to the aggregate of the present value of future net revenues attributable to proved oil and natural gas reserves discounted at 10% plus the lower of cost or market value of unproved properties. The full cost ceiling is evaluated at the end of each quarter and when events indicate possible impairment. 

The discounted present value of our proved oil and natural gas reserves is a major component of the ceiling calculation and requires many subjective judgments. Estimates of reserves are forecasts based on engineering and geological analyses. Different reserve engineers may reach different conclusions as to estimated quantities of natural gas or crude oil reserves based on the same information. Our reserve estimates are prepared by independent consultants. The passage of time provides more qualitative information regarding reserve estimates, and revisions are made to prior estimates based on updated information. However, there can be no assurance that significant revisions will not be necessary in the future. Significant downward revisions could result in an impairment representing a non-cash charge to income. In addition to the impact on the calculation of the ceiling test, estimates of proved reserves are also a major component of the calculation of depletion.

While the quantities of proved reserves require substantial judgment, the associated prices of oil and natural gas reserves that are included in the discounted present value of our reserves are objectively determined. The ceiling test calculation requires use of the unweighted arithmetic average of the first day of the month price during the 12-month period ending on the balance sheet date and costs in effect as of the last day of the accounting period, which are generally held constant for the life of the properties. As a result, the present value is not necessarily an indication of the fair value of the reserves. Oil and natural gas prices have historically been volatile and the prevailing prices at any given time may not reflect our Partnership’s or the industry’s forecast of future prices.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. For example, estimates of uncollected revenues and unpaid expenses from Royalty Properties and NPI properties operated by non-affiliated entities are particularly subjective due to our inability to gain accurate and timely information. Therefore, actual results could differ from those estimates.

item 3.             Quantitative and Qualitative Disclosures About Market Risk

The following information provides quantitative and qualitative information about our potential exposures to market risk. The term “market risk” refers to the risk of loss arising from adverse changes in oil and natural gas prices, interest rates and currency exchange rates. The disclosures are not meant to be precise indicators of expected future losses but, rather, indicators of possible losses.Form 10-K.

 


12

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Related to Oil and Natural Gas Prices

Not applicable.

 

Essentially all of our assets and sources of income are from Royalty Properties and NPIs, which generally entitle us to receive a share of the proceeds based on oil and natural gas production from those properties. Consequently, we are subject to market risk from fluctuations in oil and natural gas prices. Pricing for oil and natural gas production has been unpredictable for several years. We do not anticipate entering into financial hedging activities intended to reduce our exposure to oil and natural gas price fluctuations.

Absence of Interest Rate and Currency Exchange Rate Risk

We do not anticipate having a credit facility or incurring any debt other than trade debt. Therefore, we do not expect interest rate risk to be material to us. We do not anticipate engaging in transactions in foreign currencies that could expose us to foreign currency related market risk.

item

ITEM 4.            Controls and Procedures

CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, our principal executive officer and principal financial officer carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based on their evaluation, they have concluded that our disclosure controls and procedures were effective.

 

Changes in Internal ControlsControl

 

There were no changes in our internal controls (ascontrol over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934) during the quarter ended SeptemberJune 30, 20172021 that have materially affected, or are reasonably likely to materially affect, our internal controlscontrol over financial reporting.

 

13

 

PART II OTHER INFORMATION

 

Item

ITEM 1.             Legal Proceedings

LEGAL PROCEEDINGS

 

The Partnership and the operating partnershipOperating Partnership are involved in legal and/or administrative proceedings arising in the ordinary course of their businesses, none of which have predictable outcomes,, and none of which are believed to have any significant effect on consolidated financial position, cash flows, or operating results.

 


ITEM 1A.

RISK FACTORS

 

ITEM 2.     ISSUER PURCHASES OF EQUITY SECURITIESThere have been no material changes to the Partnership's risk factors as disclosed in “Item 1A – Risk Factors” of Part I of the Partnership's annual report on Form 10-K for the year ended December 31, 2020.

 

Period

(a)

 

 

 

 

  Total Number of Units Purchased

(b)

 

 

 

 

  Average Price Paid per Unit

(c)

 

 

 

Total Number of Units Purchased as Part of Publicly Announced Plans or Programs

(d)

 

 

 

Maximum Number of Units that May Yet Be Purchased Under the Plans or Programs

Month #1

(July 1, 2017 – July 31, 2017)

-

N/A

-

102,149 (1)

Month #2

(August 1, 2017 – August 31, 2017)

-

N/A

-

102,149 (1)

Month #3 (September 1, 2017 – September 31, 2017)

18,900(2)

$14.48

18,900

83,249 (1)

Total

18,900(2)

$14.48

18,900

83,249 (1)

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

Period

 

(a)

 

 

 

 

 

 

Total Number of

Units Purchased

  

(b)

 

 

 

 

 

Average Price

Paid

per Unit

  

(c)

 

 

Total Number of

Units Purchased

as

Part of Publicly

Announced Plans

or Programs

  

(d)

 

Maximum

Number

of Units that May

Yet Be Purchased

Under the Plans

or

Programs

 

April 1, 2021

April 30, 2021

  

13,775

(2)

 

$

14.44

   

13,775

   

101,709

(1)

May 1, 2021

May 31, 2021

  

-

   

N/A

   

-

   

101,709

(1)

June 1, 2021

June 30, 2021

  

-

   

N/A

   

-

   

101,709

(1)

Total

  

13,775

(2)

 

$

14.44

   

13,775

   

101,709

(1)

 

(1)

The number of common units that the operating partnershipOperating Partnership may grant under the Dorchester Minerals Operating LP Equity Incentive Program, which was approved by our common unitholders on May 20, 2015 (the Equity“Equity Incentive ProgramProgram”), each fiscal year may not exceed 0.333% of the number of common units outstanding at the beginning of the fiscal year. In 2017,2021, the maximum number of common units that could be grantedpurchased under the Equity Incentive Program is 102,149115,484 common units.

 

(2)

Open-market purchases by Dorchester Mineralsthe Operating LP,Partnership, an affiliate of the Partnership, pursuant to a Rule 10b5-1 plan adopted on August 9, 2017March 11, 2021 for the purpose of satisfying equity awards to be granted pursuant to the Equity Incentive Program.

 

Item 6.             Exhibits

 

NumberITEM 6.

EXHIBITS

Number

Description

2.1

Contribution and Exchange Agreement dated April 30, 2021 (incorporated by reference to Exhibit 2.1 to Dorchester Minerals’ Current Report on Form 8-K filed with the SEC on May 6, 2021)

3.1

Certificate of Limited Partnership of Dorchester Minerals, L.P. (incorporated by reference to Exhibit 3.1 to Dorchester MineralsMinerals’ Registration Statement on Form S-4, Registration Number 333-88282)

   

3.2

Amended and Restated Agreement of Limited Partnership of Dorchester Minerals, L.P. (incorporated by reference to Exhibit 3.2 to Dorchester MineralsMinerals’ Annual Report on Form 10-K filed for the year ended December 31, 2002)

   

3.3

Amendment No. 1 to Amended and Restated Partnership Agreement of Dorchester Minerals, L.P. (incorporated by reference to Exhibit 3.1 to Dorchester Minerals’ Current Report on Form 8-K filed with the SEC on December 22, 2017)

3.4

Amendment No. 2 to Amended and Restated Partnership Agreement of Dorchester Minerals, L.P. (incorporated by reference to Exhibit 3.4 to Dorchester Minerals’ Quarterly Report on Form 10-Q filed with the SEC on August 6, 2018)

3.5

Certificate of Limited Partnership of Dorchester Minerals Management LP (incorporated by reference to Exhibit 3.4 to Dorchester MineralsMinerals’ Registration Statement on Form S-4, Registration Number 333-88282)

   

3.43.6

Amended and Restated Limited Partnership Agreement of Dorchester Minerals Management LP (incorporated by reference to Exhibit 3.4 to Dorchester MineralsMinerals’ Annual Report on Form 10-K for the year ended December 31, 2002)

   

3.53.7

Certificate of Formation of Dorchester Minerals Management GP LLC (incorporated by reference to Exhibit 3.7 to Dorchester MineralsMinerals’ Registration Statement on Form S-4, Registration Number 333-88282)

   

3.63.8

Amended and Restated Limited Liability Company Agreement of Dorchester Minerals Management GP LLC (incorporated by reference to Exhibit 3.6 to Dorchester MineralsMinerals’ Annual Report on Form 10-K for the year ended December 31, 2002)


3.73.9

Certificate of Formation of Dorchester Minerals Operating GP LLC (incorporated by reference to Exhibit 3.10 to Dorchester MineralsMinerals’ Registration Statement on Form S-4, Registration Number 333-88282)

   

3.83.10

Limited Liability Company Agreement of Dorchester Minerals Operating GP LLC (incorporated by reference to Exhibit 3.11 to Dorchester MineralsMinerals’ Registration Statement on Form S-4, Registration Number 333-88282)

   

3.93.11

Certificate of Limited Partnership of Dorchester Minerals Operating LP (incorporated by reference to Exhibit 3.12 to Dorchester MineralsMinerals’ Registration Statement on Form S-4, Registration Number 333-88282)

   

3.103.12

Amended and Restated Agreement of Limited PartnershipPartnership of Dorchester Minerals Operating LP (incorporated by reference to Exhibit 3.10 to Dorchester Minerals’ Annual Report on Form 10-K for the year ended December 31, 2002)

3.13

Certificate of Limited Partnership of Dorchester Minerals Oklahoma LP (incorporated by reference to Exhibit 3.11 to Dorchester Minerals’ Annual Report on Form 10-K for the year ended December 31, 2002)

3.14

Agreement of Limited Partnership of Dorchester Minerals Oklahoma LP (incorporated by reference to Exhibit 3.12 to Dorchester Minerals’ Annual Report on Form 10-K for the year ended December 31, 2002)

3.15

Certificate of Incorporation of Dorchester Minerals Oklahoma GP, Inc. (incorporated by reference to Exhibit 3.13 to Dorchester Minerals’ Annual Report on Form 10-K for the year ended December 31, 2002)

3.16

Bylaws of Dorchester Minerals Oklahoma GP, Inc. (incorporated by reference to Exhibit 3.14 to Dorchester Minerals’ Annual Report on Form 10-K for the year ended December 31, 2002)

   

31.1*

 

Certification of Chief Executive Officer of the Partnership pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934

   

31.2*

 

Certification of Chief Financial Officer of the Partnership pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934

   

32.132.1***

 

Certification of Chief Executive Officer and Chief Financial Officer of the Partnership pursuant to 18 U.S.C. Sec. 1350

32.2**

Certification of Chief Financial Officer of the Partnership pursuant to 18 U.S.C. Sec. 1350 (contained within Exhibit 32.1 hereto)

101.INS**

 

XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

   

101.SCH**

 

Inline XBRL Taxonomy Extension Schema Document

   

101.CAL**

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

   

101.DEF**

 

Inline XBRL Taxonomy Extension Definition Document

   

101.LAB**

 

Inline XBRL Taxonomy Extension Label Linkbase Document

   

101.PRE**

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

**Furnished herewith

 

 

SIGNATURES

 

 

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

 

 

DORCHESTER MINERALS, L.P.

By:

Dorchester Minerals Management LP

its General Partner

By:

Dorchester Minerals Management GP LLC

its General Partner

 

 

By:

/s/ William Casey McManemin

William Casey McManemin

Date: November 3, 2017August 5, 2021

Chief Executive Officer

 

 

By:

/s/ Leslie Moriyama

Leslie Moriyama

Date: November 3, 2017August 5, 2021

Chief Financial Officer

 

 

15

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