What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-22 compared with 2023-02-23 · 255 added, 273 removed, 388 unchanged (58% of the section changed)

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Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2023.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2022, our disclosure controls and procedures were effective, in that they ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management ’

s Annual Report on Internal Control Over Financial Reporting

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2023, our disclosure controls and procedures were effective, in that they ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management ’ s Annual Report on Internal Control Over Financial Reporting

Management acknowledges its responsibility for establishing and maintaining adequate internal control over financial reporting in accordance with Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934.

Management has also evaluated the effectiveness of its internal control over financial reporting in accordance with generally accepted accounting principles within the guidelines of the Committee of Sponsoring Organizations of the Treadway Commission framework (2013).

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.

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, 2023.

Changes in Internal Controls

There were no changes in our Partnership’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934) during the quarter ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our Partnership’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934) during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

During the quarter and year ended December 31, 2023, none of our executive officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c) of any “Non-Rule 10b5 - 1 trading arrangement.”

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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The information required by this item is incorporated herein by reference to the 2023 Proxy Statement, which will be filed with the Securities and Exchange Commission not later than 120 days subsequent to December 31, 2023.

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.

( incorporated by reference to Exhibit 3.2 to Dorchester Minerals’ Report on Form 10-K filed for the year ended December 31, 2002 )

(incorporated by reference to Exhibit 3.2 to Dorchester Minerals’ Report on Form 10-K filed for the year ended December 31, 2002)

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 )

(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)

Amendment No.

3 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 October 6, 2023)

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’ 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

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 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)

Amendment No.

1 to the Dorchester Minerals Management LP Equity Incentive Program (incorporated by reference to Exhibit 10.2 to Dorchester Minerals’ Current Report on Form 8-K filed with the SEC on October 6, 2023)

Form of Common Unit Award Agreement

Form of Notional Unit Award Agreement

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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Furnished herewith

Management contract or compensatory plan or arrangement

FORM 10-K SUMMARY

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gallons and represents the basic unit for measuring the production of crude oil, natural gas liquids and condensate.

“boe ”

means one barrel of oil equivalent, converting natural gas to oil at the ratio of 6 Mcf of natural gas to 1 Bbl of oil.

“boe ” means one barrel of oil equivalent, converting natural gas to oil at the ratio of 6 Mcf of natural gas to 1 Bbl of oil.

Also see mcfe below.

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and (4) the right to retain lease benefits, including bonuses and delay rentals.

"mcf ”

means one thousand cubic feet under prescribed conditions of pressure and temperature and represents the basic unit for measuring the production of natural gas.

“mcfe ”

means one thousand cubic feet of natural gas equivalent, converting oil or condensate to natural gas at the ratio of 1 Bbl of oil or condensate to 6 Mcf of natural gas.

"mcf ” means one thousand cubic feet under prescribed conditions of pressure and temperature and represents the basic unit for measuring the production of natural gas.

“mcfe ” means one thousand cubic feet of natural gas equivalent, converting oil or condensate to natural gas at the ratio of 1 Bbl of oil or condensate to 6 Mcf of natural gas.

This conversion ratio, which is typically used in the oil and gas industry, represents the approximate energy equivalent of a barrel of oil or condensate to an Mcf of natural gas.

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gallons and represents the basic unit for measuring the production of crude oil, natural gas liquids and condensate.

"mmcf ”

means one million cubic feet under prescribed conditions of pressure and temperature and represents the basic unit for measuring the production of natural gas.

"mmcf ” means one million cubic feet under prescribed conditions of pressure and temperature and represents the basic unit for measuring the production of natural gas.

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

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Its term extends for the same term as the interest from which it is created.

“Payout ”

Back-in ”

occurs when the working interest owners who participate in the costs of drilling and completing a well recoup the costs and expenses, or a multiple of the costs and expenses, of drilling and completing that well.

“Payout ” or “ Back-in ” occurs when the working interest owners who participate in the costs of drilling and completing a well recoup the costs and expenses, or a multiple of the costs and expenses, of drilling and completing that well.

Only then are the owners who chose not to contribute to these initial costs entitled to participate with the other owners in production and share in the expenses and revenues associated with the well.

The reversionary interest or back-in interest of an owner similarly occurs when the owner becomes entitled to a specified share of the working or overriding royalty interest when specified costs have been recovered from production.

“Pooling election ”

means the statutory combination of interests which affords owners the right to choose between participating in the drilling of a well or accepting royalty payments.

“Pooling election ” means the statutory combination of interests which affords owners the right to choose between participating in the drilling of a well or accepting royalty payments.

"Proved developed reserves" means reserves that can be expected to be recovered (i) through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well;

and (ii) through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

"Proved reserves" or “

Proved oil and natural gas reserves ”

means those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and governmental regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation.

"Proved reserves" or “ Proved oil and natural gas reserves ” means those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and governmental regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation.

The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

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"Standardized measure of discounted future net cash flows" (also referred to as "standardized measure") means the pretax present value of estimated future net revenues to be generated from the production of proved reserves calculated in accordance with SEC guidelines, net of estimated production and future development costs, using prices and costs as of the date of estimation without future escalation, without giving effect to non-property related expenses such as general and administrative expenses, debt service and depreciation, depletion and amortization, and discounted using an annual discount rate of 10%.

“Suspense release ”

means revenues that have been held by a purchaser or lessee, often attributable to multiple months of production.

“Suspense release ” means revenues that have been held by a purchaser or lessee, often attributable to multiple months of production.

"Undeveloped acreage" means lease acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and natural gas regardless of whether such acreage contains proved reserves.

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February 22, 2024

Vice Chairman and Manager

/s/ Lesley R.

February 22, 2024

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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.

(a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2023, 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, 2023, 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, 2023, and our report dated February 22, 2024 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.

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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.

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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, 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.

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.

(a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2023 and 2022, 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, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, 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, 2023, 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 22, 2024 expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Partnership’s management.

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 PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S.

These financial statements are the responsibility of the Partnership’s management.

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 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.

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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.

/s/ GRANT THORNTON LLP

We have served as the Partnership’s auditor since 1998.

Dallas, Texas

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Cash and cash equivalents

$ 40,754  

$ 28,306  

$ 47,025 $ 40,754

Trade and other receivables

14,543  

11,533  

Net profits interest receivable —

related party

14,407 14,543

Net profits interest receivable - related party

Total current assets

62,467  

46,661  

69,707 62,467

Oil and natural gas properties (full cost method)

472,974  

440,052  

507,057 472,974

Accumulated full cost depletion

112,250  

98,319  

( 386,939 ) ( 360,724 )

120,118 112,250

Leasehold improvements

Accumulated amortization

( 514 ) ( 422 )

Operating lease right-of-use asset

$ 176,243  

$ 146,807  

$ 191,065 $ 176,243

LIABILITIES AND PARTNERSHIP CAPITAL

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Accounts payable and other current liabilities

$ 3,131  

$ 2,512  

$ 4,195 $ 3,131

Operating lease liability

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General Partner

170,842  

141,428  

Unitholders ( 39,583 and 38,372 common units issued and outstanding as of December 31, 2023 and 2022, respectively)

185,444 170,842

Total partnership capital

171,518  

142,410  

185,557 171,518

Total liabilities and partnership capital

$ 176,243  

$ 146,807  

$ 191,065 $ 176,243

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

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Operating revenues:

Net profits interests

$ 114,531 $ 133,262 $ 73,985

Net profits interest

34,338 28,207 17,596

12,668 8,661 829

2,262 670 1,013

Total operating revenues

163,799 170,800 93,423

Costs and expenses:

Production taxes

5,776 6,582 3,667

Operating expenses

6,435 6,307 3,929

Depreciation, depletion and amortization

26,307 19,083 10,464

General and administrative expenses

11,164 8,221 5,189

Total costs and expenses

49,682 40,193 23,249

$ 114,117 $ 130,607 $ 70,174

Allocation of net income:

General Partner

$ 3,728 $ 4,486 $ 2,348

$ 110,389 $ 126,121 $ 67,826

Net income per common unit (basic and diluted)

$ 2.85 $ 3.35 $ 1.94

Weighted average basic and diluted common units outstanding

38,783 37,624 35,052

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

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(In Thousands)

General Partner

Unitholder Units

Balance at January 1, 2021

$ 1,228  

$ 111,108  

$ 112,336  

34,680  

21,162  

21,867  

536 84,028 84,564 34,680

2,348 67,826 70,174 -

Acquisition of assets for units

- 43,484 43,484 2,305

Distributions ($ 1.533837 per Unit)

( 1,902 ) ( 53,910 ) ( 55,812 ) -

Balance at December 31, 2021

$ 84,028  

$ 84,564  

34,680  

67,826  

70,174  

Acquisitions of assets for units

43,484  

$ 982 $ 141,428 $ 142,410 36,985

4,486 126,121 130,607 -

Acquisition of assets for units

- 35,194 35,194 1,387

Distributions ($ 3.497244 per Unit)

( 4,792 ) ( 131,901 ) ( 136,693 ) -

Balance at December 31, 2022

$ 141,428  

$ 142,410  

36,985  

126,121  

130,607  

Acquisitions of assets for units

35,194  

$ 676 $ 170,842 $ 171,518 38,372

3,728 110,389 114,117 -

Acquisition of assets for units

- 35,777 35,777 1,211

Distributions ($ 3.395933 per Unit)

( 4,291 ) ( 131,564 ) ( 135,855 ) -

Balance at December 31, 2023

$ 170,842  

$ 171,518  

38,372  

$ 113 $ 185,444 $ 185,557 39,583

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

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Cash flows from operating activities:

$ 114,117 $ 130,607 $ 70,174

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation, depletion and amortization

26,307 19,083 10,464

Amortization of operating lease right-of-use asset

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Trade and other receivables

Net profits interests receivable —

related party

( 442 ) ( 3,138 ) ( 5,972 )

Net profits interest receivable - related party

( 1,105 ) ( 348 ) ( 4,908 )

Accounts payable and other current liabilities

1,052 930 623

Operating lease liability

( 281 ) ( 291 ) ( 300 )

Net cash provided by operating activities

139,842 147,052 70,305

Cash flows provided by investing activities:

Net cash contributed in acquisitions

2,284 2,089 2,319

Proceeds from the sale of oil and natural gas properties

Total cash flows provided by investing activities

2,284 2,089 2,581

Cash flows used in financing activities:

Distributions paid to General Partner and unitholders

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 activities:

( 135,855 ) ( 136,693 ) ( 55,812 )

Increase in cash and cash equivalents

6,271 12,448 17,074

Cash and cash equivalents at beginning of period

40,754 28,306 11,232

Cash and cash equivalents at end of period

$ 47,025 $ 40,754 $ 28,306

Non-cash investing and financing activities:

Fair value of common units issued for acquisitions

$ 35,777 $ 35,194 $ 43,484

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

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Notes to Consolidated Financial Statements

General and Summary of Significant Accounting Policies

Nature of Operations —

In these Notes, the term “Partnership,”

as well as the terms “us,”

“our,”

“we,”

and “its”

are sometimes used as abbreviated references to Dorchester Minerals, L.P.

Business and Basis of Presentation

Description of the Business

Dorchester Minerals, L.P.

(the “Partnership”) is a publicly traded Delaware limited partnership that commenced operations on January 31, 2003.

Our Partnership is based in Dallas, Texas and our business may be described as the acquisition, ownership and administration of Royalty Properties (which consists of producing and nonproducing mineral, royalty, overriding royalty, net profits, and leasehold interests located in 593 counties and parishes in 28 states (“Royalty Properties”)) and net profits overriding royalty interests (referred to as the Net Profits Interest, or “NPI”).

In these Notes, the term “Partnership,” as well as the terms “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.

Our Partnership is a Dallas, Texas based owner of producing and nonproducing natural gas and crude oil royalty, net profits, and leasehold interests in 592 counties and 28 states.

We are a publicly traded Delaware limited partnership that was formed in December 2001 and commenced operations on January 31, 2003.

Basis of Presentation —

The consolidated financial statements herein have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.

GAAP”).

Basic and Diluted Earnings Per Unit —

Per-unit information is calculated by dividing the net income applicable to holders of our Partnership’s common units by the weighted average number of units outstanding.

The Partnership has no potentially dilutive securities and, accordingly, basic and dilutive net income per unit do not differ.

Principles of Consolidation —

Basis of Presentation

The consolidated financial statements herein have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.

The consolidated financial statements include the accounts of Dorchester Minerals, L.P., Dorchester Minerals Oklahoma, LP, Dorchester Minerals Oklahoma GP, Inc., Maecenas Minerals LLP, Dorchester-Maecenas GP LLC, The Buffalo Co., A Limited Partnership, and DMLPTBC GP LLC.

All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates —

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

Segment Reporting

The Partnership operates in a single operating and reportable segment.

Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assess performance.

The Partnership’s Chief Executive Officer (“CEO”) has been determined to be the chief operating decision maker and allocates resources and assesses performance based upon financial information at the consolidated level.

Recent Events

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 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.

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

While in May 2023, the WHO determined that COVID- 19 is now an established and ongoing health issue which no longer constitutes a public health emergency of international concern, 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.

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 ongoing global military conflict which arose during 2022 and 2023, on all aspects of our business, including how these events may impact our future operations, financial results, liquidity, employees, and operators.

While conditions have significantly improved with the increase in domestic vaccination programs, the reduction in global constraints and the reduced spread of COVID- 19 overall, the long-term impact of COVID- 19 remains uncertain as responses to COVID- 19 and newly emerging variants continue to evolve.

Although the WHO in May 2023 determined that COVID- 19 is now an established and ongoing health issue which no longer constitutes a public health emergency of international concern, 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 if there is a resurgence in the spread of COVID- 19.

Furthermore, the ongoing global military conflicts could continue into 2024 and could lead to significant market and other disruptions, including disruptions to the oil and gas industry, significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability and other material and adverse effects on macroeconomic conditions.

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 duration and international impact of the ongoing global military conflicts.

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

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

Summary of Significant Accounting Policies

Basic and Diluted Earnings Per Unit — Per-unit information is calculated by dividing the net income applicable to holders of our Partnership’s common units by the weighted average number of units outstanding.

The Partnership has no potentially dilutive securities and, accordingly, basic and dilutive net income per unit do not differ.

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.”

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

See Note 4  —Related Party Transactions.

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

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 592 counties and parishes in 28 states (“Royalty Properties”).

Cash and Cash Equivalents —

Our principal banking relationships are with major financial institutions.

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

See Note 4 —Related Party Transactions.

The General Partner is allocated 4 % and 1 % of our Royalty Properties’ 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 593 counties and parishes in 28 states (“Royalty Properties”).

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.

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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 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.

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 11 %, 12 %, and 13 % of total operating revenues for the years ended December 31, 2023, 2022 and 2021 , respectively.

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

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, net profits interest receivable - related party, 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.

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

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.

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

No allowance for doubtful accounts is deemed necessary based upon our lack of historical write offs and review of current receivables.

Oil and Natural Gas Properties —

We utilize the full cost method of accounting for costs related to our oil and natural gas properties.

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

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

No reserve for current expected credit losses on accounts receivable is deemed necessary based upon our lack of historical write offs and review of current receivables.

Oil and Natural Gas Properties — We utilize the full cost method of accounting for costs related to our oil and natural gas properties.

Under this method, all such costs are capitalized and amortized on an aggregate basis over the estimated lives of the properties using the unit-of-production method.

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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, 2022, 2021 and 2020.

There have been no impairments for the years ended December 31, 2023, 2022 and 2021 as a result of the full cost ceiling test.

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.

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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.

Gains and losses are recognized upon the disposition of oil and natural gas properties involving a significant portion (greater than 25 %) of our Partnership’s 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.

Gains and losses are recognized upon the disposition of oil and natural gas properties involving a significant portion (greater than 25 %) of our Partnership’s reserves.

Proceeds from other dispositions of oil and natural gas properties are credited to the full cost pool.

Leasehold Improvements —

Leasehold improvements are amortized over the shorter of their estimated useful lives or the related life of the lease.

Leases —

The Partnership determines if an arrangement is a lease at inception.

The Partnership leases its office space at 3838 Oak Lawn Avenue, Suite 300, Dallas, Texas, through an operating lease (the “Office Lease”).

The operating lease is included in operating lease right-of-use (“ROU”) asset and operating lease liability in our consolidated balance sheets.

Leasehold Improvements — Leasehold improvements are amortized over the shorter of their estimated useful lives or the related life of the lease.

Leases — The Partnership determines if an arrangement is a lease at inception.

The Partnership leases its office space at 3838 Oak Lawn Avenue, Suite 300, Dallas, Texas, through an operating lease (the “Office Lease”).

The operating lease is included in operating lease right-of-use (“ROU”) asset and operating lease liability in our consolidated balance sheets.

Operating lease expense is included in general and administrative expenses in the consolidated income statements.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date.

As the Partnership’s lease does not provide an implicit rate of return and as the Partnership is precluded from incurring any borrowings above a nominal amount under its partnership agreement, the Partnership used a discount rate commensurate with the incremental borrowing rate of a group of peers based on information available at the application date in determining the present value of lease payments.

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. 

Asset Retirement Obligations —

Based on the nature of our property ownership, we have no material obligations to record.

Revenue Recognition —

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 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’

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 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 liabilities.

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

DORCHESTER MINERALS, L.P.

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Notes to Consolidated Financial Statements

Asset Retirement Obligations — Based on the nature of our property ownership, we have no material obligations to record.

Revenue Recognition — 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 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’ statement accompanying the revenue check.

Since the revenue checks are generally received two to three 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.

Accordingly, the Partnership’s revenue contracts for Royalty Properties and NPI do not generate contract assets or liabilities.

Revenues from lease bonus payments are recorded upon receipt.

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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.

Income Taxes —

We are treated as a partnership for income tax purposes and, as a result, our income or loss is includable in the tax returns of the individual unitholders.

Income Taxes — We are treated as a partnership for income tax purposes and, as a result, our income or loss is includable in the tax returns of the individual unitholders.

Depletion of oil and natural gas properties is an expense allowable to each individual partner, and the depletion expense as reported on the consolidated financial statements will not be indicative of the depletion expense an individual partner or unitholder may be able to deduct for income tax purposes.

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The Texas margin tax applies to corporations and limited liability companies, general and limited partnerships (unless otherwise exempt), limited liability partnerships, trusts (unless otherwise exempt), business trusts, business associations, professional associations, joint stock companies, holding companies, joint ventures, and certain other business entities having limited liability protection.

We believe our Partnership meets the requirements for being considered a “passive entity”

for Texas margin tax purposes and, therefore, it is exempt from the Texas margin tax.

Limited partnerships that receive at least 90% of their gross income from designated passive sources, including royalties from mineral properties and other non-operated mineral interest income, and do not receive more than 10% of their income from operating an active trade or business, are generally exempt from the Texas margin tax as “passive entities.” We believe our Partnership meets the requirements for being considered a “passive entity” for Texas margin tax purposes and, therefore, it is exempt from the Texas margin tax.

If the Partnership is exempt from Texas margin tax as a passive entity, each unitholder that is considered a taxable entity under the Texas margin tax would generally be required to include its portion of Partnership revenues in its own Texas margin tax computation.

The Texas Administrative Code provides that such income is sourced according to the principal place of business of the Partnership, which would be the state of Texas.

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 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.

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.

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.

Recent Accounting Pronouncements

Recently Adopted Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016 - 13, “Financial Instruments - Credit Losses (Topic 326 )” (“ASU 2016 - 13” ), which changed how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income.

The standard replaced the incurred loss approach with an expected loss model for instruments measured at amortized cost.

As provided by ASU 2019 - 10, Financial Instruments - Credit Losses (Topic 326 ), ASU 2016 - 13 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2022.

The Partnership adopted ASU 2016 - 13 using the modified retrospective approach, effective January 1, 2023.

The adoption of this update did not have a material impact on the Partnership’s financial position, results of operations, cash flows or disclosures.

Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023 - 07, “Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures” (“ASU 2023 - 07” ), which expands a public entity’s annual and interim disclosure requirements about their reportable segments, primarily through more detailed disclosures about significant segment expenses.

Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023 - 07, as well as all existing segment disclosures in ASC 280 on an interim and annual basis.

ASU 2023 - 07 is effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with early adoption permitted.

We do not anticipate this update to have a material impact on the Partnership’s financial position, results of operations, or cash flows.

We are currently evaluating the potential impact the adoption of ASU 2023 - 07 will have on the Partnership's financial statement disclosures.

The Partnership considers the applicability and impact of all ASUs.

There are no other recent accounting pronouncements not yet adopted that are expected to have a material effect on the Partnership upon adoption.

DORCHESTER MINERALS, L.P.

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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.

On September 29, 2023, pursuant to a non-taxable contribution and exchange agreement with an unrelated third party, the Partnership acquired mineral and royalty interests totaling approximately 716 net royalty acres located in three counties in Texas in exchange for 494,000 common units representing limited partnership interests in the Partnership valued at $ 14.4 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.

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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.

Contributed cash delivered at closing and final settlement net cash received, 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, 2023.

The consolidated balance sheet as of December 31, 2023 includes $ 13.4 million of net proved oil and natural gas properties acquired in the transaction.

On August 31, 2023, pursuant to a non-taxable contribution and exchange agreement with multiple unrelated third parties, the Partnership acquired mineral and royalty interests totaling approximately 568 net royalty acres located in three counties in Texas in exchange for 374,000 common units representing limited partnership interests in the Partnership valued at $ 10.4 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.

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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.

Contributed cash delivered at closing and final settlement net cash received, net of capitalized transaction costs paid, of $ 0.3 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2023.

The consolidated balance sheet as of December 31, 2023 includes $ 10.1 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.

We believe that the acquisition is considered complimentary to our business.

On July 12, 2023, pursuant to a non-taxable contribution and exchange agreement with multiple unrelated third parties, the Partnership acquired mineral and royalty interests totaling approximately 900 net royalty acres located in 13 counties and parishes across Louisiana, New Mexico, and Texas in exchange for 343,750 common units representing limited partnership interests in the Partnership valued at $ 11.0 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 $ 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 and final settlement net cash received, net of capitalized transaction costs paid, of $ 0.5 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2023.

The consolidated balance sheet as of December 31, 2023 includes $ 10.4 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.

We believe that the acquisition is considered complimentary to our business.

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 $ 0.7 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, 2022 includes $ 19.0 million of net oil and natural gas properties acquired in the transaction.

Final settlement net cash received, net of capitalized transaction costs paid, of $ 0.5 million is included in net cash contributed in acquisitions on the consolidated statement of cash flows for the year ended December 31, 2023.

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.

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.

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Notes to Consolidated Financial Statements

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.

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.

Related Party Transactions

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These types of reimbursements are limited to 5 % of distributions, plus certain costs previously paid.

All such costs have been below the annual 5 % limit amount, including the allowable surplus carryforward, for the years ended December 

31, 2022, 2021 and 2020.

All such costs have been below the annual 5 % limit amount, including the allowable surplus carryforward, for the years ended December 31, 2023, 2022 and 2021 .

Additionally, certain reimbursable direct expenses such as professional and regulatory fees, as well as certain general and administrative costs that are related to regulatory matters, are not limited.

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

From/To Operating Partnership

Net profits interest receivable

$ 7,170  

$ 6,822  

$ 1,914  

Net profits interests revenue

$ 28,207  

$ 17,596  

$ 8,714  

General and administrative amounts payable

Total general and administrative expenses

$ 3,399  

$ 2,905  

$ 8,275 $ 7,170 $ 6,822

Net profits interest revenue

$ 34,338 $ 28,207 $ 17,596

General & administrative expenses payable/(receivable)

$ 162 $ 68 $ 85

Total general & administrative expenses

$ 5,108 $ 3,399 $ 571

Commitments and Contingencies

Our Partnership and the Operating 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.

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

Distribution To Holders of Common 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.

On January 18, 2024, the Partnership announced its cash distribution for the fourth quarter of 2023 of $ 1.007874 per common unit, representing activity for the three -month period ended December 31, 2023, payable to common unitholders on record as of January 29, 2024.

This distribution was paid on February 8, 2024.

The partnership agreement requires the next cash distribution to be paid by May 15, 2024.

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Operating lease expense

$ 262 $ 262 $ 262

Supplemental cash flow information related to leases was as follows:

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Operating cash flows from operating leases

$ 350 $ 344 $ 338

Supplemental balance sheet information related to leases was as follows:

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Total lease obligation

$ 1,594  

DORCHESTER MINERALS, L.P.

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Amounts set forth herein attributable to the NPI reflects our 96.97% net share.

Although new activity has occurred on certain of the Royalty Properties, based on engineering studies available to date, no events have occurred since December 31, 2022 that would have a material effect on our estimated proved developed reserves.

Although new activity has occurred on certain of the Royalty Properties, based on engineering studies available to date, no events have occurred since December 31, 2023 that would have a material effect on our estimated proved developed reserves.

In accordance with U.S.

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The standardized measure, in management's opinion, should be examined with caution.

The basis for these disclosures are petroleum engineers’

reserve studies which contain estimates of quantities and rates of production of reserves.

The basis for these disclosures are petroleum engineers’ reserve studies which contain estimates of quantities and rates of production of reserves.

Revision of prior year estimates can have a significant impact on the results.

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Purchase of reserves in place (1)

Sales of reserves in place (2)

Estimated quantity, end of year

(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.

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.

(2) 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.

(1) During 2023, the Partnership acquired mineral and royalty interests representing approximately 2,184 net royalty acres in 16 counties and parishes across three states.

The acquisitions represented 374 mbbls and 743 mmcf of 2023 purchases of minerals in place.

During 2022, the Partnership acquired mineral, royalty, and overriding royalty interests representing approximately 5,700 net royalty acres in 25 counties and parishes across nine states.

The acquisitions represented 457 mbbls and 3,615 mmcf of 2022 purchases of minerals in place.

During 2021, the Partnership acquired mineral, royalty, and overriding royalty interests representing approximately 11,000 net royalty acres in 31 counties across five states.

The acquisitions represented 630 mbbls and 1,093 mmcf of 2021 purchases of minerals in place.

DORCHESTER MINERALS, L.P.

11 unchanged sentences

Net change due to purchase of minerals in place

Net change due to sales of minerals in place

Revisions of previous quantity estimates

6 unchanged sentences

Average natural gas price per mcf (1)

Includes Royalty and NPI prices combined by volumetric proportions.

Includes Royalty and NPI prices combined by volumetric proportions and represents the 12-month unweighted average of first-day-of-the-month commodity prices for the periods presented with adjustments for basin differentials.

Includes oil and natural gas liquids prices combined by volumetric proportions.

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