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dmlp20230119_8k.htm
false 0001172358 0001172358 2023-01-19 2023-01-19
 
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): January 19, 2023
 
DORCHESTER MINERALS, L.P.
(Exact name of registrant as specified in its charter)
 
Delaware
  
000-50175
  
81-0551518
(State or other jurisdiction of
  
(Commission
  
(IRS Employer
incorporation)
  
File Number)
  
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:
 
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 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.    ☐
 
1
 
 
Item 2.02
Results of Operations and Financial Condition
 
The Registrant is furnishing its press release dated January 19, 2023, which announces the Registrant's cash distribution for the quarter ended December 31, 2022.  The press release is attached hereto as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
 
Item 7.01
 And 9.01
Regulation FD Disclosure and Financial Statements and Exhibits
 
 
(c)
Exhibits
 
 
99.1
 
See Item 2.02. Results of Operations and Financial Condition.
 
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
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.
 
 
DORCHESTER MINERALS, L.P.
Registrant
 
by  Dorchester Minerals Management LP
its General Partner,
by  Dorchester Minerals Management GP LLC
its General Partner
 
 
 
Date: January 19, 2023
By: /s/ Leslie A. Moriyama       
Leslie A. Moriyama
Chief Financial Officer
 
 
ex_465633.htm

 

Exhibit 99.1

 

NEWS RELEASE

Dorchester Minerals, L.P.

 

Release Date:

January 19, 2023

3838 Oak Lawn Ave., Suite 300
   

Dallas, Texas 75219-4541

Contact:

Martye Miller

(214) 559-0300

 

 

Dorchester Minerals, L.P. Announces Its Fourth Quarter Distribution

 

DALLAS, TEXAS — Dorchester Minerals, L.P. (NASDAQ:DMLP) announced today the Partnership’s fourth quarter 2022 cash distribution. The distribution of $0.884339 per common unit represents activity for the three-month period ended December 31, 2022 and is payable on February 9, 2023 to common unitholders of record as of January 30, 2023.

 

Cash receipts attributable to the Partnership’s Royalty Properties during the fourth quarter totaled approximately $29.0 million. Approximately 79% of these receipts reflect oil sales during September 2022 through November 2022 and gas sales during August 2022 through October 2022, and approximately 21% from prior sales periods. Cash Receipts attributable to the Partnership’s Net Profits Interests during the fourth quarter totaled approximately $9.5 million. Approximately 52% of these receipts reflect oil sales and gas sales during August 2022 through October 2022, and approximately 48% from prior sales periods.

 

Cash receipts attributable to lease bonus and other income during the fourth quarter totaled approximately $0.5 million.

 

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 28 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.