What changed in this filing

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Item 9A. Controls and Procedures

2022-02-24 compared with 2021-02-25 · 137 added, 88 removed, 499 unchanged (31% of the section changed)

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OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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The information required by this item is incorporated herein by reference to the 2022 Proxy Statement, which will be filed with the Securities and Exchange Commission not later than 120 days subsequent to December 31, 2021.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

PRINCIPAL ACCOUNTANT  

FEES AND SERVICES

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Certificate of Limited Partnership of Dorchester Minerals, L.P.

( incorporated by reference to Exhibit 3.1 to Dorchester Minerals’ Registration Statement on Form S-4, Registration Number 333-88282 )

( incorporated by reference to Exhibit 3.1 to Dorchester Minerals’

 Registration Statement on Form S-4, Registration Number 333-88282 )

Amended and Restated Agreement of Limited Partnership of Dorchester Minerals, L.P.

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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 )

( incorporated by reference to Exhibit 3.1 to Dorchester Minerals’

 Current Report on Form 8-K filed with the SEC on December 22, 2017 )

Amendment No.

2 to Amended and Restated Partnership Agreement of Dorchester Minerals, L.P.

( incorporated by reference to Exhibit 3.4 to Dorchester Minerals’ Report on Form 10-Q filed with the SEC on August 6, 2018 )

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

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

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

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

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

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

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

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

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 )

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 )

( incorporated by reference to Exhibit 3.4 to Dorchester Minerals’ 

Report on Form 10-Q filed with the SEC on August 6, 2018 )

Certificate of Limited Partnership of Dorchester Minerals Management LP ( incorporated by reference to Exhibit 3.4 to Dorchester Minerals ’

Registration Statement on Form S-4, Registration Number 333-88282 )

Amended and Restated Agreement of Limited Partnership of Dorchester Minerals Management LP ( incorporated by reference to Exhibit 3.4 to Dorchester Minerals ’

Report on Form 10-K for the year ended December 31, 2002 )

Certificate of Formation of Dorchester Minerals Management GP LLC ( incorporated by reference to Exhibit 3.7 to Dorchester Minerals ’

Registration Statement on Form S-4, Registration Number 333-88282 )

Amended and Restated Limited Liability Company Agreement of Dorchester Minerals Management GP LLC ( incorporated by reference to Exhibit 3.6 to Dorchester Minerals ’

Report on Form 10-K for the year ended December 31, 2002 )

Certificate of Formation of Dorchester Minerals Operating GP LLC ( incorporated by reference to Exhibit 3.10 to Dorchester Minerals ’

Registration Statement on Form S-4, Registration Number 333-88282 )

Limited Liability Company Agreement of Dorchester Minerals Operating GP LLC ( incorporated by reference to Exhibit 3.11 to Dorchester Minerals ’

Registration Statement on Form S-4, Registration Number 333-88282 )

Certificate of Limited Partnership of Dorchester Minerals Operating LP ( incorporated by reference to Exhibit 3.12 to Dorchester Minerals ’

Registration Statement on Form S-4, Registration Number 333-88282 )

Amended and Restated Agreement of Limited Partnership of Dorchester Minerals Operating LP ( incorporated by reference to Exhibit 3.10 to Dorchester Minerals ’

Report on Form 10-K for the year ended December 31, 2002 )

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 )

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 )

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 )

( incorporated by reference to Exhibit 3.13 to Dorchester Minerals ’

Annual Report on Form 10-K for the year ended December 31, 2002 )

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 )

Description of the Registrant’s Securities ( incorporated by reference to Exhibit 4.1 to Dorchester Minerals’

( incorporated by reference to Exhibit 3.14 to Dorchester Minerals ’

Annual Report on Form 10-K for the year ended December 31, 2002 )

Description of the Registrant’s Securities ( incorporated by reference to Exhibit 4.1 to Dorchester Minerals ’

 Annual Report on Form 10-K for the year ended December 31, 2019 )

Amended and Restated Business Opportunities Agreement dated as of December 13, 2001 by and between the Registrant, the General Partner, Dorchester Minerals Management GP LLC, SAM Partners, Ltd., Vaughn Petroleum, Ltd., Smith Allen Oil & Gas, Inc., P.A.

Peak, Inc., James E.

Raley, Inc., and certain other parties ( incorporated by reference to Exhibit 10.1 to Dorchester Minerals’ Annual Report on Form 10-K for the year ended December 31, 2002 )

Transfer Restriction Agreement ( incorporated by reference to Exhibit 10.2 to Dorchester Minerals’ Annual Report on Form 10-K for the year ended December 31, 2002 )

Registration Rights Agreement ( incorporated by reference to Exhibit 10.3 to Dorchester Minerals’ Annual Report on Form 10-K for the year ended December 31, 2002 )

Lock-Up Agreement by William Casey McManemin ( incorporated by reference to Exhibit 10.4 to Dorchester Minerals’ Annual Report on Form 10-K for the year ended December 31, 2002 )

Form of Indemnity Agreement ( incorporated by reference to Exhibit 10.1 to Dorchester Minerals’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 )

Dorchester Minerals Operating LP Equity Incentive Program ( incorporated by reference to Annex A to Dorchester Minerals’ Proxy Statement on Schedule 14A filed with the SEC on March 16, 2015 )

Raley, Inc., and certain other parties ( incorporated by reference to Exhibit 10.1 to Dorchester Minerals ’

Annual Report on Form 10-K for the year ended December 31, 2002 )

Transfer Restriction Agreement ( incorporated by reference to Exhibit 10.2 to Dorchester Minerals ’

Annual Report on Form 10-K for the year ended December 31, 2002 )

Registration Rights Agreement ( incorporated by reference to Exhibit 10.3 to Dorchester Minerals ’

Annual Report on Form 10-K for the year ended December 31, 2002 )

Lock-Up Agreement by William Casey McManemin ( incorporated by reference to Exhibit 10.4 to Dorchester Minerals ’

Annual Report on Form 10-K for the year ended December 31, 2002 )

Form of Indemnity Agreement ( incorporated by reference to Exhibit 10.1 to Dorchester Minerals ’

Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 )

Dorchester Minerals Operating LP Equity Incentive Program ( incorporated by reference to Annex A to Dorchester Minerals ’

Proxy Statement on Schedule 14A filed with the SEC on March 16, 2015 )

Contribution and Exchange Agreement dated November 22, 2021, by and between Dorchester Minerals, L.P.

and Gemini 5 Thirty, LP ( incorporated by reference to Exhibit 2.1 to Dorchester Minerals' Current Report on Form 8-K filed with the SEC on November 23, 2021 )

Subsidiaries of the Registrant

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Report of LaRoche Petroleum Consultants, Ltd.

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

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

Inline XBRL Taxonomy Extension Schema Document

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

________________

Filed herewith

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Dorchester Minerals, L.P.

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 )

Consolidated Balance Sheets as of December 31, 2021 and 2020

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Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

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Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that;

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements.

We determined that there are no critical audit matters.

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Trade and other receivables

Net profits interests receivable —

11,533  

Net profits interest receivable —

related party

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67,963  

86,126  

Leasehold improvements

Accumulated amortization

( 238 )  

Operating lease right-of-use asset

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Operating revenues:

$ 73,985  

$ 37,043  

Net profits interests

17,596  

Total operating revenues

93,423  

46,928  

Costs and expenses

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Depreciation, depletion and amortization

10,464  

11,909  

General and administrative expenses

Total costs and expenses

23,249  

25,061  

$ 70,174  

$ 21,867  

Allocation of net income:

General Partner

$ 2,348  

$ 67,826  

$ 21,162  

Net income per common unit (basic and diluted)

$ 1.94  

$ 0.61  

Weighted average basic and diluted common units outstanding

35,052  

34,680  

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

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21,867  

Acquisition of assets for units

43,824  

Distributions ($ 1.391063 per Unit)

( 2,331 )  

( 68,569 )  

( 70,900 )  

Balance at December 31, 2020

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70,174  

21,867  

Distributions ($1.391063 per Unit)

( 1,397 )  

Acquisition of assets for units

43,484  

Distributions ($ 1.533837 per Unit)

Balance at December 31, 2021

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Distributions paid to General Partner and unitholders

Decrease in cash and cash equivalents

Increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Non-cash investing and financing activities:

Fair value of common units issued for acquisition

Non-cash investing activities:

Fair value of common units issued for acquisitions

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

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All intercompany balances and transactions have been eliminated in consolidation.

Estimates —

The preparation of financial statements in conformity with U.S.

Use of Estimates —The preparation of financial statements in conformity with U.S.

GAAP 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 (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.

The discounted present value of our proved oil and natural gas reserves is a major component of the ceiling test calculation and requires many subjective judgments.

Estimates of reserves are forecasts based on engineering and geological analyses.

Different reserve engineers could reach different conclusions as to estimated quantities of oil and natural gas reserves based on the same information.

The passage of time provides more qualitative and quantitative information regarding reserve estimates, and revisions are made to prior estimates based on updated information.

However, there can be no assurance that more 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.

See the discussion under Oil and Natural Gas Properties .

Actual results could differ from those estimates. 

General Partner —Our general partner is Dorchester Minerals Management LP, referred to in these Notes as “our General Partner.”

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The General Partner is allocated 4 % and 1 % of our Royalty Properties’

net revenues and Net Profits Interest proceeds received by the Operating Partnership, respectively.

net revenues and Net Profits Interest ("NPI") proceeds received by the Operating Partnership, respectively.

The Royalty Properties consist of producing and nonproducing mineral, royalty, overriding royalty, net profits, and leasehold interests located in 582 counties and parishes in 26 states (“Royalty Properties”).

Cash and Cash Equivalents —Our principal banking relationships are with major financial institutions.

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Concentration of Credit Risks and Significant Customers —Our Partnership, as a royalty and NPI owner, has extremely limited involvement and no control over the volumes or method of sale of oil and natural gas produced and sold from the Royalty Properties and NPI.

Royalty revenues from properties operated by Pioneer Natural Resources represented approximately 13 % of total operating revenues for the year ended December 31, 2021.

There were no concentrations of revenue with a single customer for the year ended December 31, 2020.

If we were to lose a significant customer, such loss could impact revenue.

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These capitalized costs are subject to a ceiling test, 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.

Our Partnership did not assign any value to unproved properties as of December 31, 2020, including nonproducing royalty, mineral, and leasehold interests.

For the purposes of determining the capitalized costs ceiling, our Partnership only assigned value to proved developed producing oil and natural gas reserves as of December 31, 2021.

The full cost ceiling is evaluated at the end of each quarter and when events indicate possible impairment.

There have been no impairments for the years ended December 31, 2021 and 2020.

The discounted present value of our proved oil and natural gas reserves is a major component of the ceiling test calculation and requires many subjective judgments.

Estimates of reserves are forecasts based on engineering and geological analyses.

Different reserve engineers could reach different conclusions as to estimated quantities of oil and natural gas reserves based on the same information.

The passage of time provides more qualitative and quantitative information regarding reserve estimates, and revisions are made to prior estimates based on updated information.

However, there can be no assurance that more 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.

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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 throughout the second, third, and fourth quarters of 2020 and thereafter, COVID- 19 continued to spread throughout the U.S.

) 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, after the Organization of the Petroleum Exporting Countries (“OPEC”) and a group of oil producing nations led by Russia failed in March 2020 to agree on oil production cuts, Saudi Arabia announced that it would cut oil prices and increase production, leading to a sharp further decline in oil and natural gas prices.

While OPEC, Russia and other oil producing countries reached an agreement in April 2020 to reduce production levels, and U.S.

production has declined, a significant crude oil price recovery is not expected until global supply matches current lower levels of demand caused by a number of factors, including the uncertainty around the extent and timing of an economic recovery due to the continued COVID- 19 pandemic.

The effects of COVID- 19 and concerns regarding its domestic and global spread, as well as the actions by Russia and Saudi Arabia in the first and second quarters of 2020, could continue to negatively impact the domestic and international supply and demand for oil and natural gas, to sustain continued price volatility and impact the price paid for oil and natural gas and to materially and adversely affect the demand for and marketability of oil and natural gas production.

We are closely monitoring the current and potential impact of the COVID- 19 pandemic and future OPEC actions on all aspects of our business, including how these events may impact our future operations, financial results, liquidity, employees and operators.

The impact of the COVID- 19 pandemic and the related economic downturn and the historically low oil and natural gas prices on the account of the oil price war between OPEC and other oil producing countries is rapidly evolving.

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, the duration of the outbreak domestically and worldwide, additional governmental or other actions taken to combat COVID- 19 and the effect COVID- 19 and the current depressed oil prices will have on the demand for oil and natural gas.

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.

However, multiple variants emerged in 2021 and became highly transmissible, which contributed to additional pricing volatility during 2021 to date.

The financial results of companies in the oil and natural gas industry have been impacted 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 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.

We are continuing to closely monitor the overall impact and the evolution of the COVID- 19 pandemic, including the ongoing spread of any 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 2021 resurgence and spread of the COVID- 19 pandemic continues.

These situations remain fluid and unpredictable, and we are actively managing our response.

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Notes to Consolidated Financial Statements

Acquisition for Units

On March 29, 2019, pursuant to a Contribution and Exchange Agreement with H.

Huffman & Co., A Limited Partnership, an Oklahoma limited partnership (“HHC”), The Buffalo Co., A Limited Partnership, an Oklahoma limited partnership (“TBC”

and together with HHC, the “Acquired Entities”), Huffman Oil Co., L.L.C., an Oklahoma limited liability company, and the equity holders of the Acquired Entities, the Partnership acquired (i) a 96.97 % net profits interest in certain working interests in various oil and gas properties owned by HHC, (ii) all of the minerals and royalty interests held by HHC, and (iii) all of the minerals and royalty interests held by TBC in exchange for 2,400,000 common units representing limited partnership interests in the Partnership (“Common Units”) valued at $ 43.8 million and issued pursuant to the Partnership's acquisition shelf registration statements on Form S- 4.

The acquisition was complimentary to our business.

The Acquired Entities were accounted for as an acquisition of assets under U.S.

Acquisitions for Units

On December 31, 2021, pursuant to a non-taxable contribution and exchange agreement with Gemini 5 Thirty, LP, a Texas limited partnership (“Gemini”), the Partnership acquired mineral and royalty interests representing approximately 4,600 net royalty acres located in 27 counties across New Mexico, Oklahoma, Texas and Wyoming in exchange for 1,580,000 common units representing limited partnership interests in the Partnership valued at $ 31.3 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.

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.

The consolidated balance sheet as of December 31, 2019 includes $ 42.9 million in net property additions.

Net property additions includes $ 4.3 million of unproved properties acquired that were recorded to the oil and natural gas properties full cost pool, thereby accelerating the costs subject to depletion.

The Partnership subsequently filed an acquisition shelf registration statement on Form S- 4 that became effective June 6, 2019 and a shelf registration statement on Form S- 3 that became effective August 21, 2019.

At present, 20,000,000 units remain available for issuance under the Partnership's registration statements.

On October 21, 2020, the Partnership and affiliates of its General Partner closed the divestiture of our immaterial HHC entity, including all associated working interest properties and net profits interest.

At closing, in addition to conveying mineral and royalty interests to the Partnership, Gemini delivered funds to the Partnership in an amount equal to their cash receipts during the period from October 1, 2021 through December 31, 2021 of $ 1.9 million.

The contributed cash, net of capitalized transaction costs paid, of $ 1.6 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2021.

The consolidated balance sheet as of December 31, 2021 includes $ 29.3 million of net proved oil and natural gas properties acquired in the transaction.

On June 30, 2021, pursuant to a non-taxable 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.

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.

The contributed cash and final settlement net cash receipts, net of capitalized transaction costs paid, of $ 0.7 million are included in the net cash contributed in acquisition on the consolidated statement of cash flows for the year ended December 31, 2021.

The consolidated balance sheet as of December 31, 2021 includes $ 11.5 million of net proved oil and natural gas properties acquired in the transaction.

Net Profits Interest Divestiture

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Transaction costs of $ 0.5 million are included in general and administrative expenses on the consolidated income statement for the year ended December 31, 2020.

Holdbacks of $ 0.2 million are included in trade and other receivables on the consolidated balance sheet as of December 21, 2020.

Final net proceeds from the sale are subject to customary holdbacks and post-closing adjustments.

Related Party Transactions

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Significant activity between the Partnership and the Operating Partnership consists of the following:

Net profits interests receivable

Net profits interest receivable

$ 6,822  

$ 1,914  

Net profits interests revenue

$ 17,596  

$ 8,714  

General and administrative amounts payable

Total general and administrative expenses

$ 2,905  

Commitments and Contingencies

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Distribution To Holders of Common Units

During 2020 and 2019, distributions were paid on 34,679,774 units.

Fourth quarter distributions are paid in February of the following calendar year to unitholders of record in January or February of such following year.

During 2020 and during the first and second quarter of 2021, cash distributions were paid on 34,679,774 units.

During the third and fourth quarter of 2021, cash distributions were paid on 35,404,774 units.

Fourth quarter cash distributions are paid in February of the following calendar year to unitholders of record in January or February of such following year.

The partnership agreement requires the next cash distribution to be paid by May 15, 2022.

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Operating cash flows from operating leases

ROU asset obtained in exchange for operating lease liability

$ 1,888  

Supplemental balance sheet information related to leases was as follows:

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Total lease obligation

$ 1,885  

DORCHESTER MINERALS, L.P.

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Estimated quantity, end of year

(1) Changes in oil reserves for the years ended December 31, 2020, 2019, and 2018, include upward revisions of 1,368 mbbls, 1,394, mbbls and 2,020 mbbls, respectively, predominately due to ongoing development on our Permian Basin and Bakken properties and well performance exceeding previous projections in various areas and partially offset by reductions in the estimated economic lives and future reserves of various properties in the Bakken due to declines in oil prices.

Changes in natural gas reserves for the years ended December 31, 2020, 2019, and 2018 include a downward revision of 1,853 mmcf in 2020 primarily as a result of reductions in the estimated economic lives and future reserves of various properties in the Bakken, Barnett Shale and Fayetteville Shale due to declines in natural gas prices, partially offset by ongoing development on our Permian Basin and Bakken properties and well performance exceeding previous projections in various areas, an upward revision of 6,466 mmcf in 2019 primarily as a result of increased Permian Basin and East Texas activity, partially offset by decreased activity in the Hugoton Field, and an upward revision of 3,451 mmcf in 2018 primarily as a result of increased Permian Basin activity.

(1) Changes in oil reserves for the years ended December 31, 2021, 2020, and 2019 include upward revisions of 547 mbbls, 1,368, mbbls and 1,394 mbbls, respectively, predominately due to ongoing development on our Permian Basin and Bakken properties and well performance exceeding previous projections in various areas with 2020 and 2019 upward revisions partially offset by reductions in the estimated economic lives and future reserves of various properties in the Bakken due to declines in oil prices.

Changes in natural gas reserves for the years ended December 31, 2021, 2020, and 2019 include an upward revision of 7,991 mmcf in 2021 predominately due to ongoing development on our Permian Basin and Bakken properties and increases in the estimated economic lives and future reserves of properties in various areas due to increase in natural gas prices, a downward revision of 1,853 mmcf in 2020 primarily as a result of reductions in the estimated economic lives and future reserves of various properties in the Bakken, Barnett Shale and Fayetteville Shale due to declines in natural gas prices, partially offset by ongoing development on our Permian Basin and Bakken properties and well performance exceeding previous projections in various areas, and an upward revision of 6,466 mmcf in 2019 primarily as a result of increased Permian Basin and East Texas activity, partially offset by decreased activity in the Hugoton Field.

(2) On December 31, 2021, pursuant to a non-taxable contribution and exchange agreement with Gemini 5 Thirty, LP, a Texas limited partnership (“Gemini”), the Partnership acquired mineral and royalty interests representing approximately 4,600 net royalty acres located in 27 counties across New Mexico, Oklahoma, Texas and Wyoming.

The acquisition represented 465 mbbls and 996 mmcf of 2021 purchases of minerals in place.

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.

The acquisition represented 165 mbbls and 97 mmcf of 2021 purchases of minerals in place.

On March 29, 2019, pursuant to a Contribution and Exchange Agreement with H.

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(3) During 2020, the Partnership and affiliates of its General Partner closed the divestitures of our Hugoton and HHC net profits interests.

The Hugoton and HHC net profits interests properties represented 408 mbbls and 9,377 mmcf of 2019 end of year reserves and 436 mbbls and 13,636 mmcf of 2018 end of year reserves.

The Hugoton and HHC net profits interests properties represented 408 mbbls and 9,377 mmcf of 2019 end of year reserves.

DORCHESTER MINERALS, L.P.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures