dmlp20250331

dmlp20250331_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2025

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

For the transition period from __________ to __________

Commission File Number: 000-50175

DORCHESTER MINERALS, L.P.

(Exact name of registrant as specified in its charter)

Delaware	81-0551518
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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

(Address of principal executive offices) (Zip Code)

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

None

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Units Representing Limited

Partnership Interest

DMLP

NASDAQ Global Select Market

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

	Large accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐
	Smaller reporting company ☐	Emerging growth company ☐

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

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

Number of common units representing limited partnership interests outstanding as of May 8, 2025: 47,339,756

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS			1

PART I – FINANCIAL INFORMATION			1

	ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	1

		CONDENSED CONSOLIDATED BALANCE SHEETS	2

		CONDENSED CONSOLIDATED INCOME STATEMENTS	3

		CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL	4

		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	5

		NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	6

	ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	8

	ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12

	ITEM 4.	CONTROLS AND PROCEDURES	12

PART II – OTHER INFORMATION			12

	ITEM 1.	LEGAL PROCEEDINGS	12

	ITEM 1A.	RISK FACTORS	12

	ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	12

	ITEM 5.	OTHER INFORMATION	12

	ITEM 6.	EXHIBITS	13

SIGNATURES			15

	*March 31,*			*December 31,*
	*2025*			*2024*

ASSETS
Current assets:
Cash and cash equivalents	$	41,545		$	42,508
Trade and other receivables		21,358			19,780
Net profits interest receivable - related party		5,558			5,544
Total current assets		68,461			67,832

Oil and natural gas properties (full cost method)		725,844			727,446
Accumulated full cost depletion		(446,171	)		(429,435	)
Total		279,673			298,011

Leasehold improvements		989			989
Accumulated amortization		(629	)		(606	)
Total		360			383

Operating lease right-of-use asset		544			586
Total assets	$	349,038		$	366,812

LIABILITIES AND PARTNERSHIP CAPITAL

Current liabilities:
Accounts payable and other current liabilities	$	4,929		$	3,984
Operating lease liability		261			263
Total current liabilities		5,190			4,247

Operating lease liability		713			777
Total liabilities		5,903			5,024

Commitments and contingencies (Note 4)

Partnership capital:
General Partner		(2,656	)		(1,997	)
Unitholders (47,340 common units issued and outstanding as of March 31, 2025 and December 31, 2024, respectively)		345,791			363,785
Total partnership capital		343,135			361,788
Total liabilities and partnership capital	$	349,038		$	366,812

	*Three Months Ended*
	*March 31,*
	*2025*		*2024*

Operating revenues
Royalties	$	37,830	$	24,877
Net profits interest		4,793		5,598
Lease bonus and other		541		504
Total operating revenues		43,164		30,979

Costs and expenses
Operating, including production taxes		4,447		2,623
Depreciation, depletion and amortization		16,759		6,920
General and administrative		4,316		3,269
Total costs and expenses		25,522		12,812

Net income	$	17,642	$	18,167

Allocation of net income
General Partner	$	632	$	605
Unitholders	$	17,010	$	17,562
Net income per common unit (basic and diluted)	$	0.36	$	0.44
Weighted average basic and diluted common units outstanding		47,340		39,605

	*General Partner*			*Unitholders*			*Total*			*Unitholder Units*
Three Months Ended March 31, 2024
Balance at January 1, 2024	$	113		$	185,444		$	185,557			39,583
Net income		605			17,562			18,167
Acquisition of oil and natural gas properties for common units		-			17,041			17,041			505
Distributions ($1.007874 per common unit)		(1,517	)		(39,895	)		(41,412	)
Balance at March 31, 2024	$	(799	)	$	180,152		$	179,353			40,088

Three Months Ended March 31, 2025
Balance at January 1, 2025	$	(1,997	)	$	363,785		$	361,788			47,340
Net income		632			17,010			17,642
Distributions ($0.739412 per common unit)		(1,291	)		(35,004	)		(36,295	)
Balance at March 31, 2025	$	(2,656	)	$	345,791		$	343,135			47,340

	Three Months Ended
	March 31,
Accrual basis sales volumes:	2025		2024		% Change
Royalty Properties natural gas sales (mmcf)		1,482		1,268		17	%
Royalty Properties oil sales (mbbls)		518		343		51	%
NPI natural gas sales (mmcf)		436		489		(11	)%
NPI oil sales (mbbls)		136		176		(23	)%

Accrual basis average sales prices:
Royalty Properties natural gas sales ($/mcf)	$	3.51	$	1.62		117	%
Royalty Properties oil sales ($/bbl)	$	63.00	$	66.59		(5	)%
NPI natural gas sales ($/mcf)	$	3.91	$	1.52		157	%
NPI oil sales ($/bbl)	$	61.33	$	66.39		(8	)%

	(In Thousands)
2025	$	272
2026		368
2027		374
2028		380
2029		63
Total lease payments		1,457
Less amount representing interest		(483	)
Total lease obligation	$	974

Number	Description
3.1	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)

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

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

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

3.5	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)

3.6	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)

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

3.8	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)

3.9	Second Amended and Restated Limited Liability Company Agreement of Dorchester Minerals Management GP LLC dated October 15, 2024 (incorporated by reference to Exhibit 3.1 to Dorchester Minerals’ Current Report on Form 8-K filed with the SEC on October 18, 2024)

3.10	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)

3.11	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)

3.12	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)

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

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

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

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

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

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

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

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

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

101.SCH*	Inline XBRL Taxonomy Extension Schema Document

101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*	Inline XBRL Taxonomy Extension Definition Document

101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

	* Filed herewith
	**Furnished herewith

	By:	/s/ Bradley Ehrman
		Bradley Ehrman
Date: May 8, 2025		Chief Executive Officer

	By:	/s/ Leslie Moriyama
		Leslie Moriyama
Date: May 8, 2025		Chief Financial Officer

SEC Form 10-Q filed by Dorchester Minerals L.P.