What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-23 compared with 2022-02-24 · 140 added, 115 removed, 521 unchanged (33% of the section changed)

8 unchanged sentences

Based on the results of this evaluation, management has determined that the Partnership’s internal control over financial reporting was effective as of December 31, 2022.

The independent registered public accounting firm of Grant Thornton LLP (PCAOB ID Number 248), as auditors of the Partnership’s financial statements included in the Annual Report, has issued an attestation report on the Partnership’s internal control over financial reporting.

Changes in Internal Controls

20 unchanged sentences

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.

2 unchanged sentences

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 )

Certificate of Incorporation of Dorchester Minerals Oklahoma GP, Inc.

(incorporated by reference to Exhibit 3.4 to Dorchester Minerals’

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

 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 )

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 ’

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

( 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 )

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 )

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 September 16, 2022, by and among Dorchester Mineral, L.P., and Excess Energy, LLC (incorporated by reference to Exhibit 2.1 to Dorchester Minerals' Current Report on Form 8-K filed with the SEC on September 21, 2022)

Subsidiaries of the Registrant

54 unchanged sentences

"Net acre" means the product determined by multiplying gross acres by the interest in such acres.

"Net royalty acre" means the product determined by multiplying net acres by the royalty rate in the lease multiplied by eight to normalize the interest based on a one-eighth royalty.

"Net well" means the product determined by multiplying gross oil and natural gas wells by the interest in such wells.

32 unchanged sentences

DORCHESTER MINERALS, L.P.

Dorchester Minerals Management LP,

its General Partner

Dorchester Minerals Management GP LLC,

its General Partner

/s/ William Casey McManemin

William Casey McManemin

/s/ Bradley Ehrman

Bradley Ehrman

Chief Executive Officer

3 unchanged sentences

William Casey McManemin

Chief Executive Officer and Manager

(Principal Executive Officer)

Chairman and Manager

February 23, 2023

15 unchanged sentences

Dorchester Minerals, L.P.

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

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Income Statements for each of the Years Ended December 31, 2021 and 2020

Consolidated Statements of Changes in Partnership Capital for each of the Years Ended December 31, 2021 and 2020

Consolidated Statements of Cash Flows for each of the Years Ended December 31, 2021 and 2020

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

Consolidated Balance Sheets

Consolidated Income Statements

Consolidated Statements of Changes in Partnership Capital

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

3 unchanged sentences

Dorchester Minerals, L.P.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Dorchester Minerals, L.P.

(a Delaware Limited Partnership) and subsidiaries (the “Partnership”) as of December 31, 2022, based on criteria established in the 2013 Internal Control —

Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control —

Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Partnership as of and for the year ended December 31, 2022, and our report dated February 23, 2023 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ GRANT THORNTON LLP

Dallas, Texas

February 23, 2023

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General Partner and Unitholders

Dorchester Minerals, L.P.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Dorchester Minerals, L.P.

(a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2021 and 2020, the related consolidated statements of income, changes in partnership capital, and cash flows for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

(a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2022 and 2021, the related consolidated statements of income, changes in partnership capital, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Partnership's internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control —

Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"), and our report dated February 23, 2023 expressed an unqualified opinion.

Basis for opinion

1 unchanged sentence

Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Partnership in accordance with the U.S.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

1 unchanged sentence

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.

3 unchanged sentences

Critical audit matters

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 judgements.

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 judgements.

We determined that there are no critical audit matters.

13 unchanged sentences

14,543  

11,533  

Net profits interest receivable —

41 unchanged sentences

Operating revenues:

$ 73,985  

$ 37,043  

Net profits interests

17,596  

Total operating revenues

93,423  

46,928  

Costs and expenses

2 unchanged sentences

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

18 unchanged sentences

70,174  

Acquisition of assets for units

Acquisitions of assets for units

43,484  

5 unchanged sentences

36,985  

126,121  

130,607  

Acquisitions of assets for units

35,194  

Distributions ($ 3.497244 per Unit)

Balance at December 31, 2022

$ 170,842  

$ 171,518  

38,372  

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

51 unchanged sentences

All intercompany balances and transactions have been eliminated in consolidation.

Use of 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.

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.”

General Partner —

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

Our General Partner owns all of the partnership interests in Dorchester Minerals Operating LP, the Operating Partnership.

3 unchanged sentences

The Royalty Properties consist of producing and nonproducing mineral, royalty, overriding royalty, net profits, and leasehold interests located in 592 counties and parishes in 28 states (“Royalty Properties”).

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

Cash and Cash Equivalents —

Our principal banking relationships are with major financial institutions.

Cash balances in these accounts may, at times, exceed federally insured limits.

1 unchanged sentence

Short term investments with an original maturity of three months or less are considered to be cash equivalents and are carried at cost, which approximates fair value.

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.

Concentration of Credit Risks and Significant Customers —

Our Partnership, as a royalty and NPI owner, has 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 Company represented approximately 12 % and 13 % of total operating revenues for the years ended December 31, 2022 and December 31, 2021, respectively.

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

1 unchanged sentence

The loss of any single customer is mitigated by our diversified customer base, and we do not believe that the loss of any single customer would have a long-term material adverse effect on our financial position or the results of operations.

Fair Value of Financial Instruments —The carrying amount of cash and cash equivalents, trade and other receivables, and accounts payables and other current liabilities approximates fair value because of the short maturity of those instruments.

Fair Value of Financial Instruments —

The carrying amount of cash and cash equivalents, trade and other receivables, net profits interest receivable - related party, and accounts payables and other current liabilities approximates fair value because of the short maturity of those instruments.

These estimated fair values may not be representative of actual values of the financial instruments that could have been realized as of year-end or that will be realized in the future.

2 unchanged sentences

Notes to Consolidated Financial Statements

Receivables —Our Partnership’s trade and other receivables and net profits interests receivable consist primarily of Royalty Properties payments receivable and NPI payments receivable, respectively.

Receivables —

Our Partnership’s trade and other receivables and net profits interests receivable consist primarily of Royalty Properties payments receivable and NPI payments receivable, respectively.

Most payments are received two to four months after production date.

34 unchanged sentences

The pricing of oil and natural gas sales from the Royalty Properties and NPI is primarily determined by supply and demand in the marketplace and can fluctuate considerably.

As a royalty owner, we have extremely limited involvement and no operational control over the volumes and method of sale of oil and natural gas produced and sold from the Royalty Properties and NPI.

As a royalty owner, we have no operational control over the volumes and method of sale of oil and natural gas produced and sold from the Royalty Properties and NPI.

Revenues from Royalty Properties and NPI are recorded under the cash receipts approach as directly received from the remitters’

25 unchanged sentences

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.

) and the significant risks to the international community and economies as the virus spread 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.

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

Multiple variants emerged in 2021 and became highly transmissible, which contributed to 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.

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 or any of the ongoing variants, and the effect the virus will have on the demand for oil and natural gas.

In February 2022, Russian military forces invaded Ukraine, and sustained conflict and disruption in the region is likely.

Although the length, impact and outcome of the ongoing military conflict in Ukraine is highly unpredictable, this conflict could lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources along with instability in financial markets.

As a result of the invasion, various economic and trade sanctions have been implemented by countries and private market participants on Russia which have resulted in a lower worldwide supply of oil and natural gas, contributing to a sharp increase in market prices for these commodities in the first half of 2022.

However, during the third quarter of 2022, oil prices slightly softened due partly to slowing economic growth resulting from higher inflation and rising interest rates.

Despite this slowing of the global economic recovery, demand and market prices for oil and natural gas remain strong, due in part to the ongoing Russian invasion of Ukraine along with rising energy use.

However, the sanctions imposed against Russia, and other measures, as well as the existing and potential further responses from Russia or other countries to such sanctions, supply chain disruptions, tensions and military actions, could adversely affect the global economy and financial markets and could adversely affect our business, financial condition and results of operations.

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 and the Russian invasion of Ukraine on all aspects of our business, including how these events may impact our future operations, financial results, liquidity, employees, and operators.

While there has been a reduction in global constraints, 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 and spread 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 or any of the ongoing variants, 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.

3 unchanged sentences

Acquisitions for Units

On September 30, 2022, pursuant to a non-taxable contribution and exchange agreement with Excess Energy, LLC, a Texas limited liability company (“Excess”), the Partnership acquired mineral, royalty and overriding royalty interests totaling approximately 2,100 net royalty acres located in 12 counties across Texas and New Mexico in exchange for 816,719 common units representing limited partnership interests in the Partnership valued at $ 20.4 million and issued pursuant to the Partnership's registration statement on Form S- 4.

We believe that the acquisition is considered complementary 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.

Contributed cash delivered at closing, net of capitalized transaction costs paid, of $ 0.9 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2022.

The consolidated balance sheet as of December 31, 2022 includes $ 19.0 million of net oil and natural gas properties acquired in the transaction.

Net property additions for the year ended December 31, 2022 includes $ 1.8 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.

On March 31, 2022, pursuant to a non-taxable contribution and exchange agreement with multiple unrelated third parties, the Partnership acquired mineral and royalty interests representing approximately 3,600 net royalty acres located in 13 counties across Colorado, Louisiana, Ohio, Oklahoma, Pennsylvania, West Virginia and Wyoming in exchange for 570,000 common units representing limited partnership interests in the Partnership valued at $ 14.8 million and issued pursuant to the Partnership’s registration statement on Form S- 4.

We believe that the acquisition is considered complementary 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.

Contributed cash delivered at closing and final settlement net cash received, net of capitalized transaction costs paid, of $ 0.8 million are included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2022.

The consolidated balance sheet as of December 31, 2022 includes $ 14.0 million of net proved oil and natural gas properties acquired in the transaction.

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.

2 unchanged sentences

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 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.

Contributed cash delivered at closing, 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.

Final settlement net cash received, net of capitalized transaction costs paid, of $ 0.4 million are included in the net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2022.

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.

2 unchanged sentences

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.

Contributed cash delivered at closing and final settlement net cash received, net of capitalized transaction costs paid, of $ 0.7 million are included in the 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 $ 11.5 million of net proved oil and natural gas properties acquired in the transaction.

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

Net Profits Interest Divestiture

14 unchanged sentences

$ 6,822  

$ 1,914  

Net profits interests revenue

1 unchanged sentence

$ 17,596  

$ 8,714  

General and administrative amounts payable

1 unchanged sentence

$ 3,399  

$ 2,905  

Commitments and Contingencies

4 unchanged sentences

Distribution To Holders of Common Units

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.

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

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

During the first quarter of 2022, cash distributions were paid on 36,984,774 units.

During the second and third quarters of 2022, cash distributions were paid on 37,554,774 units.

During the fourth quarter of 2022, cash distributions were paid on 38,371,493 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.

40 unchanged sentences

Revisions in previous estimates

Purchase of minerals in place (2)

Sales of minerals in place (3)

Purchase of reserves in place (1)

Sales of reserves in place (2)

Estimated quantity, end of year

(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.

(1) On September 30, 2022, pursuant to a non-taxable contribution and exchange agreement with Excess Energy, LLC, a Texas limited liability company (“Excess”), the Partnership acquired mineral, royalty and overriding royalty interests totaling approximately 2,100 net royalty acres located in 12 counties across Texas and New Mexico.

The acquisition represented 192 mbbls and 1,172 mmcf of 2022 purchasers of minerals in place.

The acquisition represented 265 mbbls and 2,443 mmcf of 2022 purchases of minerals in place.

2 unchanged sentences

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.

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.

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

25 unchanged sentences

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