UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 23, 2020
DORCHESTER MINERALS, L.P.
(Exact name of registrant as specified in its charter)
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Delaware |
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000-50175 |
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81-0551518 |
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(State or other jurisdiction of |
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(Commission |
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(IRS Employer |
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incorporation) |
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File Number) |
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Identification No.) |
3838 Oak Lawn, Suite 300, Dallas, Texas 75219
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (214) 559-0300
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Units Representing Limited Partnership Interest |
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DMLP |
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NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
| 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. ☐
| Item 2.02 | Results of Operations and Financial Condition |
The Registrant is furnishing its press release dated April 23, 2020 which announces the Registrant's cash distribution for the quarter ended March 31, 2020. The press release is attached hereto as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
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Item 7.01 And 9.01 |
Regulation FD Disclosure and Financial Statements and Exhibits |
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99.1 |
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| See Item 2.02. Results of Operations and Financial Condition. |
Limitation on Incorporation by Reference
In accordance with general instructions B.2 and B.6 of Form 8-K, the information disclosed in this report under Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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DORCHESTER MINERALS, L.P. Registrant
by Dorchester Minerals Management LP its General Partner, by Dorchester Minerals Management GP LLC its General Partner |
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| Date: April 23, 2020 | ||
| By: | /s/ William Casey McManemin | |
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William Casey McManemin Chief Executive Officer |
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Exhibit 99.1
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NEWS RELEASE |
Dorchester Minerals, L.P. |
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Release Date: |
April 23, 2020 |
3838 Oak Lawn Ave., Suite 300 |
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Dallas, Texas 75219-4541 |
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Contact: |
Martye Miller |
(214) 559-0300 |
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Dorchester Minerals, L.P. Announces Its First Quarter Distribution
DALLAS, TEXAS — Dorchester Minerals, L.P. (NASDAQ:DMLP) announced today the Partnership’s first quarter 2020 cash distribution. The distribution of $0.477891 per common unit represents activity for the three-month period ended March 31, 2020 and is payable on May 14, 2020 to common unitholders of record as of May 4, 2020.
Cash receipts attributable to the Partnership’s Royalty Properties during the first quarter totaled approximately $12.1 million. Approximately 87% of these receipts reflect oil sales during December 2019 through February 2020 and gas sales during November 2019 through January 2020, and approximately 13% from prior sales periods. Cash receipts attributable to the Partnership’s Net Profits Interests during the first quarter totaled approximately $7.0 million. Approximately 75% of these receipts reflect oil sales and gas sales during November 2019 through January 2020, and approximately 25% from prior sales periods.
The Annual Meeting of Limited Partners of Dorchester Minerals, L.P. has been changed to 2:00 p.m. Central Time on Monday, May 18, 2020, and from an in-person meeting to a virtual meeting. Unitholders may not attend the meeting in person, but will be able to access the 2020 Annual Meeting webcast at www.virtualshareholdermeeting.com/DMLP2020. Additional information may be found in our news release dated April 3, 2020.
Dorchester Minerals, L.P. is a Dallas-based owner of producing and non-producing oil and natural gas mineral, royalty, overriding royalty, net profits, and leasehold interests located in 27 states. Its common units trade on the Nasdaq Global Select Market under the symbol DMLP.
This release serves as qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b)(4) and (d). Although a portion of Dorchester Minerals, L.P.’s income may not be effectively connected income and may be subject to alternative withholding procedures, brokers and nominees should treat 100% of Dorchester Minerals, L.P.’s distributions to non-U.S. investors as being attributable to income that is effectively connected with a United States trade or business. Accordingly, Dorchester Minerals, L.P.’s distributions to non-U.S. investors are subject to federal income tax withholding at the highest marginal rate for individuals or corporations, as applicable. Nominees, and not Dorchester Minerals, L.P., are treated as withholding agents responsible for withholding on distributions received by them on behalf of non-U.S. investors.
FORWARD-LOOKING STATEMENTS
Portions of this document may constitute "forward-looking statements" as defined by federal law. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Examples of such uncertainties and risk factors include, but are not limited to, changes in the price or demand for oil and natural gas, changes in the operations on or development of the Partnership’s properties, changes in economic and industry conditions and changes in regulatory requirements (including changes in environmental requirements) and the Partnership’s financial position, business strategy and other plans and objectives for future operations. These and other factors are set forth in the Partnership's filings with the Securities and Exchange Commission.