[10-Q] DORCHESTER MINERALS, L.P. Quarterly Earnings Report
Dorchester Minerals, L.P. reported third-quarter 2025 results reflecting weaker oil markets and higher depletion. Total operating revenues were $35,416 and net income was $11,173, or $0.23 per common unit. Oil pricing and volumes declined year over year, while natural gas pricing improved.
Operating costs were $4,328 and depreciation, depletion and amortization rose to $16,989, contributing to the earnings decline. Average oil prices on Royalty Properties were $56.27/bbl (vs. $68.04) and natural gas averaged $2.35/mcf (vs. $0.96). The Partnership declared a Q3 2025 cash distribution of $0.689883 per unit, payable on November 13, 2025 to holders of record November 3, 2025. Cash and cash equivalents were $41,606 as of September 30, 2025.
During the quarter, Dorchester acquired approximately 3,050 net royalty acres in Adams County, Colorado in exchange for 915,694 common units valued at $23.0 million, issued under Form S-4. Common units outstanding were 48,255,450 as of November 6, 2025.
- None.
- Q3 2025 net income declined to $11,173 from $36,413 year over year, with revenues down to $35,416 from $53,472.
- Depreciation, depletion and amortization increased to $16,989 in Q3 2025 (vs. $10,041), pressuring earnings.
Insights
Q3 earnings fell on lower oil metrics and higher depletion.
Dorchester Minerals posted Q3 operating revenues of
Costs shifted materially: depreciation, depletion and amortization rose to
The Partnership issued 915,694 units for Colorado minerals valued at
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
FORM
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
| | 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:
DORCHESTER MINERALS, L.P.
(Exact name of registrant as specified in its charter)
| | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (
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 | | |
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.
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).
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.
| | 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
Number of common units representing limited partnership interests outstanding as of November 6, 2025:
TABLE OF CONTENTS
| 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 5. | OTHER INFORMATION | 12 | |
| ITEM 6. |
EXHIBITS |
13 |
|
| SIGNATURES |
15 |
||
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Statements included in this report (this “Quarterly Report”) that are not historical facts (including any statements concerning plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto), are forward-looking statements. These statements can be identified by the use of forward-looking terminology including “may,” “believe,” “will,” “expect,” “anticipate,” “estimate,” “continue,” or other similar words. These statements discuss future expectations, contain projections of results of operations or of financial condition or state other forward-looking information. In this Quarterly Report, the terms “us,” “our,” “we,” and “its” are sometimes used as abbreviated references to the Partnership.
These forward-looking statements are made based upon management's current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and, therefore, involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements for a number of important reasons, including those discussed under “Item 1A – Risk Factors” in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) and in this Quarterly Report, in the Partnership’s other filings with the SEC and elsewhere in this Quarterly Report. Examples of such reasons include, but are not limited to, changes in the price or demand for oil and natural gas, public health crises, the conflict in Ukraine, the conflict in the Middle East, changes in the operations on or development of our properties, changes in economic and industry conditions (including changes to tariff and import/export regulations by the United States or other countries) and changes in regulatory requirements (including changes in environmental requirements) and our financial position, business strategy and other plans and objectives for future operations.
You should read these statements carefully because they may discuss our expectations about our future performance, contain projections of our future operating results or our future financial condition, or state other forward-looking information. Before you invest, you should be aware that the occurrence of any of the events herein described in “Item 1A – Risk Factors” in the Partnership’s Annual Report and its other filings with the SEC and elsewhere in this Quarterly Report could substantially harm our business, results of operations and financial condition and that upon the occurrence of any of these events, the trading price of our common units could decline, and you could lose all or part of your investment.
PART I – FINANCIAL INFORMATION
| ITEM 1. |
FINANCIAL STATEMENTS |
See attached financial statements on the following pages.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
(Unaudited)
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Trade and other receivables | ||||||||
| Net profits interest receivable - related party | ||||||||
| Total current assets | ||||||||
| Oil and natural gas properties (full cost method) | ||||||||
| Accumulated full cost depletion | ( | ) | ( | ) | ||||
| Total | ||||||||
| Leasehold improvements | ||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Total | ||||||||
| Operating lease right-of-use asset | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND PARTNERSHIP CAPITAL | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and other current liabilities | $ | $ | ||||||
| Operating lease liability | ||||||||
| Total current liabilities | ||||||||
| Operating lease liability | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 4) | ||||||||
| Partnership capital: | ||||||||
| General Partner | ( | ) | ( | ) | ||||
| Unitholders (48,256 and 47,340 common units issued and outstanding as of September 30, 2025 and December 31, 2024, respectively) | ||||||||
| Total partnership capital | ||||||||
| Total liabilities and partnership capital | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED INCOME STATEMENTS
(In Thousands, except per unit amounts)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating revenues | ||||||||||||||||
| Royalties | $ | $ | $ | $ | ||||||||||||
| Net profits interest | ||||||||||||||||
| Lease bonus | ||||||||||||||||
| Other | ||||||||||||||||
| Total operating revenues | ||||||||||||||||
| Costs and expenses | ||||||||||||||||
| Operating, including production taxes | ||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total costs and expenses | ||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Allocation of net income | ||||||||||||||||
| General Partner | $ | $ | $ | $ | ||||||||||||
| Unitholders | $ | $ | $ | $ | ||||||||||||
| Net income per common unit (basic and diluted) | $ | $ | $ | $ | ||||||||||||
| Weighted average basic and diluted common units outstanding | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL
(In Thousands)
(Unaudited)
| General Partner | Unitholders | Total | Unitholder Units | |||||||||||||
| Three Months Ended September 30, 2024 | ||||||||||||||||
| Balance at July 1, 2024 | $ | ( | ) | $ | $ | |||||||||||
| Net income | ||||||||||||||||
| Acquisitions of oil and natural gas properties for common units | ||||||||||||||||
| Distributions ($0.702058 per common unit) | ( | ) | ( | ) | ( | ) | ||||||||||
| Balance at September 30, 2024 | $ | ( | ) | $ | $ | |||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||
| Balance at July 1, 2025 | $ | ( | ) | $ | $ | |||||||||||
| Net income | ||||||||||||||||
| Acquisition of oil and natural gas properties for common units | ||||||||||||||||
| Distributions ($0.620216 per common unit) | ( | ) | ( | ) | ( | ) | ||||||||||
| Balance at September 30, 2025 | $ | ( | ) | $ | $ | |||||||||||
| General Partner | Unitholders | Total | Unitholder Units | |||||||||||||
| Nine Months Ended September 30, 2024 | ||||||||||||||||
| Balance at January 1, 2024 | $ | $ | $ | |||||||||||||
| Net income | ||||||||||||||||
| Acquisitions of oil and natural gas properties for common units | ||||||||||||||||
| Distributions ($2.491769 per common unit) | ( | ) | ( | ) | ( | ) | ||||||||||
| Balance at September 30, 2024 | $ | ( | ) | $ | $ | |||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||
| Balance at January 1, 2025 | $ | ( | ) | $ | $ | |||||||||||
| Net income | ||||||||||||||||
| Acquisition of oil and natural gas properties for common units | ||||||||||||||||
| Distributions ($2.085463 per common unit) | ( | ) | ( | ) | ( | ) | ||||||||||
| Balance at September 30, 2025 | $ | ( | ) | $ | $ | |||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
| Nine Months Ended |
||||||||
| September 30, |
||||||||
| 2025 |
2024 |
|||||||
| Net cash provided by operating activities |
$ | $ | ||||||
| Cash flows provided by investing activities: |
||||||||
| Net cash contributed in acquisitions of oil and natural gas properties |
||||||||
| Cash flows used in financing activities: |
||||||||
| Distributions paid to General Partner and unitholders |
( |
) | ( |
) | ||||
| (Decrease) increase in cash and cash equivalents |
( |
) | ||||||
| Cash and cash equivalents at beginning of period |
||||||||
| Cash and cash equivalents at end of period |
$ | $ | ||||||
| Non-cash investing and financing activities: |
||||||||
| Fair value of common units issued for acquisitions of oil and natural gas properties |
$ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| 1. | 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 business may be described as the acquisition, ownership and administration of Royalty Properties (which consist of producing and nonproducing mineral, royalty, overriding royalty, net profits, and leasehold interests located in
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements do not include all of the disclosures required for complete annual financial statements prepared in conformity with U.S. GAAP. Therefore, the accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership’s Annual Report. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal and recurring adjustments unless indicated otherwise) that are, in the opinion of management, necessary for the fair presentation of our financial position and operating results for the interim period. Interim period results are not necessarily indicative of the results for the calendar year. Per unit information is calculated by dividing the income or loss applicable to holders of the Partnership’s common units by the weighted average number of units outstanding. The Partnership has
The unaudited condensed consolidated financial statements include the accounts of the Partnership and its wholly-owned subsidiaries Dorchester Minerals Oklahoma LP, Dorchester Minerals Oklahoma GP, Inc., Maecenas Minerals LLP, Dorchester-Maecenas GP LLC, The Buffalo Co., A Limited Partnership, DMLPTBC GP LLC, and DMLP Terra Firma LLC. All significant intercompany balances and transactions have been eliminated in consolidation.
| 2. | Summary of Significant Accounting Policies |
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 at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Partnership evaluates these estimates on an ongoing basis, using historical experience, consultation with experts and other methods the Partnership considers reasonable in each circumstance. Any effects on the Partnership’s business, financial position, or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. Although the Partnership believes these estimates are reasonable, actual results could differ from those estimates.
Recent Accounting Pronouncements
Accounting Pronouncements Not Yet Adopted
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires public entities to disclose additional information about certain costs and expenses included in relevant expense captions presented on the income statement. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. Management is evaluating ASU 2024-03 to determine its impact on the Partnership’s 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.
| 3. | Acquisitions for Common Units |
On August 29, 2025, pursuant to a non-taxable contribution and exchange agreement with multiple unrelated third parties, the Partnership acquired mineral interests totaling approximately
On September 30, 2024, pursuant to a non-taxable contribution and exchange agreement with West Texas Minerals LLC, a Delaware limited liability company, Carrollton Mineral Partners, LP, a Texas limited partnership, Carrollton Mineral Partners Fund II, LP, a Texas limited partnership, Carrollton Mineral Partners III, LP, a Texas limited partnership, Carrollton Mineral Partners III-B, LP, a Texas limited partnership, Carrollton Mineral Partners IV, LP, a Texas limited partnership, CMP Permian, LP, a Texas limited partnership, CMP Glasscock, LP, a Texas limited partnership, and Carrollton Royalty, LP, a Texas limited partnership (collectively, the “Contributors”), the Partnership acquired mineral, royalty, and overriding royalty interests in producing and non-producing oil and natural gas properties representing approximately
On September 30, 2024, pursuant to a non-taxable contribution and exchange agreement with an unrelated third party, the Partnership acquired royalty interests totaling approximately
On March 28, 2024, pursuant to a non-taxable contribution and exchange agreement with multiple unrelated third parties, the Partnership acquired mineral interests totaling approximately
| 4. | Commitments and Contingencies |
Our Partnership and Dorchester Minerals Operating LP, a Delaware limited partnership owned directly and indirectly by our General Partner, 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.
| 5. | Distributions to Holders of Common Units |
On October 23, 2025, the Partnership announced its cash distribution for the third quarter of 2025 of $
| 6. | Segment Reporting |
The Partnership operates in a single operating and reportable segment. The Partnership’s Chief Executive Officer (“CEO”) has been determined to be the chief operating decision maker of the Partnership. The CEO uses net income to assess financial performance and allocate resources on a consolidated basis. The CEO manages and evaluates the results of the Partnership on a consolidated basis, and net income is used to evaluate key operating decisions, such as making strategic acquisitions, determining transaction structures to capitalize on the development of the properties underlying our mineral interests, and allocating resources for general and administrative expenditures. Disaggregated operating revenues of the Partnership’s single segment and all significant segment expenses are presented separately on the Partnership’s Condensed Consolidated Income Statements. There are no other significant segment expenses or other segment items that would require disclosure.
| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion contains forward-looking statements. For a description of limitations inherent in forward-looking statements, see page 1 of this Quarterly Report.
Objective
This discussion, which presents our results of operations for the three and nine months ended September 30, 2025 and 2024, should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes. We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from period to period, and the primary factors that accounted for those changes.
Overview
We own producing and nonproducing mineral, royalty, overriding royalty, net profits and leasehold interests. We refer to these interests as the Royalty Properties. We currently own Royalty Properties in 594 counties and parishes in 28 states.
As of September 30, 2025, we own a net profits overriding royalty interest (referred to as the “Net Profits Interest”, or “NPI”) in various properties owned by Dorchester Minerals Operating LP (the “Operating Partnership”), a Delaware limited partnership owned directly and indirectly by our General Partner. We receive a monthly payment from the NPI equaling 96.97% of the net profits actually realized by the Operating Partnership from these properties in the preceding month. In the event that costs, including budgeted capital expenditures, exceed revenues on a cash basis in a given month for properties subject to the Net Profits Interest, no payment is made, and any deficit is accumulated and reflected in the following month's calculation of net profit.
In the event the NPI has a deficit of cumulative revenue versus cumulative costs, the deficit will be borne solely by the Operating Partnership.
From a cash perspective, as of September 30, 2025, the NPI was in a surplus position and had outstanding capital commitments, primarily in the Bakken region, equaling cash on hand of $8.4 million.
Commodity Price Risks
The pricing of oil and natural gas sales is primarily determined by supply and demand in the global marketplace and can fluctuate considerably. As a royalty owner and non-operator, we have extremely limited access to timely information and no operational control over the volumes of oil and natural gas produced and sold or the terms and conditions on which such volumes are marketed and sold.
Our profitability is affected by oil and natural gas market prices. Oil and natural gas market prices have fluctuated significantly in recent years in response to factors outside of our control, including the war in Ukraine, conflicts in the Middle East, fluctuations in interest rates, global supply chain disruptions and actions taken by OPEC+. It is not possible for us to predict or determine how these factors might affect oil and natural gas market prices in the future. We continue to monitor factors impacting commodity supply and demand situations, including changes to tariff and import/export regulations by the United States or other countries, and assess their impact on our business.
Tariffs and Trading Relationships
In April 2025, the U.S. government announced a baseline tariff of 10% on products imported from all countries and an additional individualized reciprocal tariff on the countries with which the United States has the largest trade deficits, including China. Increased tariffs by the United States have led and may continue to lead to the imposition of retaliatory tariffs by foreign jurisdictions. Additionally, the U.S. government has announced, adjusted and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of the tariffs on economic conditions. Continued uncertainties about tariffs and their effects on trading relationships may affect costs for and availability of raw materials or contribute to inflation in the markets in which we own properties. Although we are continuing to monitor the economic effects of such announcements and adjustments, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs remain uncertain.
Global oil markets are contending with tariff impacts, geopolitical tensions, and oil supply dynamics, including the evolving OPEC+ production strategy and potential constraints on Iranian, Russian, and Venezuelan oil exports. It is unclear how recent volatility in commodity prices will affect changes in North American production activity and oil producers are evaluating a range of scenarios in anticipation of oil price pressure in light of the foregoing. Gas producers could prove to be beneficiaries of potentially lower associated gas production in oil-weighted basins if oil production is curtailed. Larger, well-capitalized producers, that comprise a greater portion of present North American shale production, are better able to withstand a broader range of commodity prices.
Results of Operations
Acquisitions for Common Units
On August 29, 2025, pursuant to a non-taxable contribution and exchange agreement with multiple unrelated third parties, the Partnership acquired mineral interests totaling approximately 3,050 net royalty acres located in Adams County, Colorado in exchange for 915,694 common units representing limited partnership interests in the Partnership valued at $23.0 million and issued pursuant to the Partnership’s registration statement on Form S-4. At closing, in addition to conveying mineral interests to the Partnership, the contributors delivered funds to the Partnership in an amount equal to their cash receipts during the period from July 1, 2025 through August 27, 2025 of $0.7 million. After closing, during the three months ended September 30, 2025, the Partnership received final settlement net cash receipts from the transaction of $0.5 million. The contributed cash delivered at closing and final settlement net cash received, net of capitalized transaction costs paid, of $1.2 million is included in net cash contributed in acquisitions on the condensed consolidated statement of cash flows for the nine months ended September 30, 2025.
On September 30, 2024, pursuant to a non-taxable contribution and exchange agreement with West Texas Minerals LLC, a Delaware limited liability company, Carrollton Mineral Partners, LP, a Texas limited partnership, Carrollton Mineral Partners Fund II, LP, a Texas limited partnership, Carrollton Mineral Partners III, LP, a Texas limited partnership, Carrollton Mineral Partners III-B, LP, a Texas limited partnership, Carrollton Mineral Partners IV, LP, a Texas limited partnership, CMP Permian, LP, a Texas limited partnership, CMP Glasscock, LP, a Texas limited partnership, and Carrollton Royalty, LP, a Texas limited partnership (collectively, the “Contributors”), the Partnership acquired mineral, royalty, and overriding royalty interests in producing and non-producing oil and natural gas properties representing approximately 14,225 net mineral acres located in 14 counties across New Mexico and Texas in exchange for 6,721,144 common units representing limited partnership interests in the Partnership valued at $202.6 million and issued pursuant to the Partnership’s registration statements on Form S-4. Contributed cash delivered at closing, net of capitalized transaction costs paid, of $5.8 million is included in net cash contributed in acquisitions on the condensed consolidated statement of cash flows for the nine months ended September 30, 2024. Final settlement net cash received, net of capitalized transaction costs paid, of $1.9 million is included in net cash contributed in acquisitions on the condensed consolidated statement of cash flows for the nine months ended September 30, 2025.
On September 30, 2024, pursuant to a non-taxable contribution and exchange agreement with an unrelated third party, the Partnership acquired royalty interests totaling approximately 1,204 net royalty acres located in Weld County, Colorado in exchange for 530,000 common units representing limited partnership interests in the Partnership valued at $16.0 million and issued pursuant to the Partnership’s registration statement on Form S-4. 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 condensed consolidated statement of cash flows for the nine months ended September 30, 2024.
On March 28, 2024, pursuant to a non-taxable contribution and exchange agreement with multiple unrelated third parties, the Partnership acquired mineral interests totaling approximately 1,485 net royalty acres located in two counties in Colorado in exchange for 505,369 common units representing limited partnership interests in the Partnership valued at $17.0 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 $4.4 million is included in net cash contributed in acquisitions on the condensed consolidated statement of cash flows for the nine months ended September 30, 2024.
Three and Nine Months Ended September 30, 2025 as compared to Three and Nine Months Ended September 30, 2024
Our period-to-period changes in net income and cash flows from operating activities are principally determined by changes in oil and natural gas sales volumes and prices, and to a lesser extent, by capital expenditures deducted under the NPI calculation. Our portion of oil and natural gas sales volumes and average sales prices are shown in the following table. Oil sales volumes include volumes attributable to natural gas liquids and oil sales prices include natural gas liquids prices combined by volumetric proportions.
| Three Months Ended |
Nine Months Ended |
|||||||||||||||||||||||
| September 30, |
September 30, |
|||||||||||||||||||||||
| Accrual basis sales volumes: |
2025 |
2024 |
% Change |
2025 |
2024 |
% Change |
||||||||||||||||||
| Royalty Properties natural gas sales (mmcf) |
1,607 | 1,569 | 2 | % | 4,431 | 4,112 | 8 | % | ||||||||||||||||
| Royalty Properties oil sales (mbbls) |
493 | 642 | (23 | )% | 1,411 | 1,408 | - | % | ||||||||||||||||
| NPI natural gas sales (mmcf) |
581 | 642 | (10 | )% | 1,510 | 1,624 | (7 | )% | ||||||||||||||||
| NPI oil sales (mbbls) |
160 | 198 | (19 | )% | 458 | 505 | (9 | )% | ||||||||||||||||
| Accrual basis average sales prices: |
||||||||||||||||||||||||
| Royalty Properties natural gas sales ($/mcf) |
$ | 2.35 | $ | 0.96 | 145 | % | $ | 2.45 | $ | 1.32 | 86 | % | ||||||||||||
| Royalty Properties oil sales ($/bbl) |
$ | 56.27 | $ | 68.04 | (17 | )% | $ | 58.81 | $ | 68.36 | (14 | )% | ||||||||||||
| NPI natural gas sales ($/mcf) |
$ | 2.42 | $ | 0.91 | 166 | % | $ | 2.78 | $ | 1.53 | 82 | % | ||||||||||||
| NPI oil sales ($/bbl) |
$ | 56.48 | $ | 62.51 | (10 | )% | $ | 59.83 | $ | 65.61 | (9 | )% | ||||||||||||
Both oil and natural gas sales price changes reflected in the table above resulted from changing market conditions.
The decrease in oil sales volumes attributable to our Royalty Properties from the third quarter of 2024 to the same period of 2025 is primarily a result of lower suspense releases on new wells on legacy acreage and decreased baseline production from legacy wells, partially offset by suspense releases on first time payments and increased baseline production from Permian Basin properties acquired in the third quarter of 2024. Oil sales volumes attributable to our Royalty Properties remained flat from the first nine months of 2024 to the same period of 2025. The lack of change is primarily a result of suspense releases on first time payments and increased baseline production from Permian Basin properties acquired in the third quarter of 2024 and increased baseline production from Rockies wells acquired in the first and third quarters of 2024, offset by lower suspense releases on new wells on legacy acreage in the Permian Basin, particularly in the second and third quarters of 2025 when compared to the same periods of 2024, and lower suspense releases on new wells on legacy acreage and decreased baseline production on legacy wells in the Bakken region. The increase in natural gas sales volumes attributable to our Royalty Properties from the third quarter of 2024 to the same period of 2025 is primarily a result of increased baseline production from Permian Basin properties acquired in the third quarter of 2024. The increase in natural gas sales volumes attributable to our Royalty Properties from the first nine months of 2024 to the same period of 2025 is primarily a result of suspense releases on first time payments and increased baseline production from Permian Basin properties acquired in the third quarter of 2024 and increased baseline production from wells acquired in the first and third quarters of 2024 in the Rockies, partially offset by lower suspense releases on new wells on legacy acreage in the Permian Basin, particularly in the second and third quarters of 2025 when compared to the same periods of 2024, and lower suspense releases on new wells on legacy acreage and decreased baseline production on legacy wells in the Mid-Continent and East Texas.
The decreases in oil sales volumes attributable to our NPI properties from the third quarter and first nine months of 2024 to the same periods of 2025 is primarily a result of decreased baseline production and lower suspense releases on new wells in the Permian Basin and Bakken region, partially offset by suspense releases on existing wells in the Permian Basin in the second and third quarters of 2025. The decrease in natural gas sales volumes for the third quarter and first nine months of 2024 to the same period of 2025 is primarily a result of decreased baseline production and lower suspense releases on new wells in the Permian Basin and decreased baseline production in the Bakken region, Mid-Continent, and Fayetteville Shale, partially offset by suspense releases on existing wells in the Permian basin in the second and third quarters of 2025.
Lease bonus revenue for the first nine months of 2025 is primarily attributable to the receipt of $3.6 million in the second quarter of 2025 from the extension of a lease that was originally executed on November 6, 2023, in Reagan County, Texas for $15,000 per acre and retained a 25% royalty.
Operating costs, including production taxes, increased 5% from the third quarter of 2024 to the same period of 2025 and 10% from the first nine months of 2024 to the same period of 2025. The increases are primarily a result of higher proportionate natural gas production taxes and post-production costs, such as compression, transportation, processing, and marketing, due to higher natural gas sales revenue and volumes and higher ad valorem taxes attributable to our Royalty Properties, partially offset by lower proportionate oil production taxes due to lower oil sales revenue.
Depreciation, depletion and amortization increased 69% from the third quarter of 2024 to the same period of 2025 and 97% from the first nine months of 2024 to the same period of 2025. Depletion is the amount of cost basis of oil and natural gas properties at the beginning of a period attributable to the volume of reserves extracted during such period, calculated on a units-of-production basis. Estimates of proved developed producing reserves are a major component in the calculation of depletion. We adjust our depletion rate each quarter for significant changes in our estimates of oil and natural gas reserves, including recent acquisitions and suspense releases on new wells.
General and administrative expenses increased 1% from the third quarter of 2024 to the same period of 2025. The increase is primarily a result of higher compensation expenses, including an expanded Operating Partnership equity program designed for employee retention. General and administrative expenses increased 16% from the first nine months of 2024 to the same period of 2025. The increase is primarily a result of increased legal fees in the first quarter of 2025, higher regulatory filing fees due to the Partnership’s S-4 registration statement filing in the first quarter of 2025, increased data service costs, and higher compensation expenses, including an expanded Operating Partnership equity program designed for employee retention.
Net cash provided by operating activities decreased 3% from the first nine months of 2024 to the same period of 2025 primarily due to lower NPI payment receipts and higher general and administrative expenses, partially offset by higher lease bonus receipts.
In an effort to provide the reader with information concerning prices of oil and natural gas sales that correspond to our quarterly distributions, management calculates the average price by dividing gross revenues received by the net volumes of the corresponding product without regard to the timing of the production to which such sales may be attributable. This “realized price” does not necessarily reflect the contract terms for such sales and may be affected by transportation costs, location differentials, and quality and gravity adjustments. While the relationship between our cash receipts and the timing of the production of oil and natural gas may be described generally, actual cash receipts may be materially impacted by purchasers’ release of suspended funds and by purchasers’ prior period adjustments.
Cash receipts attributable to our Royalty Properties during the third quarter of 2025 totaled $33.0 million. Approximately 70% of these receipts reflect oil sales during June 2025 through August 2025 and natural gas sales during May 2025 through July 2025, and approximately 30% from prior sales periods. The average realized prices for oil and natural gas sales cash receipts attributable to the Royalty Properties during the third quarter of 2025 were $57.83/bbl and $2.05/mcf, respectively.
Cash receipts attributable to the Partnership's NPI during the third quarter of 2025 totaled $5.1 million. Approximately 47% of these receipts reflect oil and natural gas sales during May 2025 through July 2025, and approximately 53% from prior sales periods. The average realized prices for oil and natural gas sales cash receipts attributable to the NPI properties during the third quarter of 2025 were $64.45/bbl and $2.82/mcf, respectively.
Liquidity and Capital Resources
Capital Resources
Our primary sources of capital, on both a short-term and long-term basis, are our cash flows from the Royalty Properties and the NPI. Our partnership agreement requires that we distribute quarterly an amount equal to all funds that we receive from Royalty Properties and NPIs (other than cash proceeds received by the Partnership from a public or private offering of securities of the Partnership) less certain expenses and reasonable reserves. Additional cash requirements include the payment of oil and natural gas production and property taxes not otherwise deducted from gross production revenues and general and administrative expenses incurred on our behalf and allocated to the Partnership in accordance with the partnership agreement. Because the distributions to our unitholders are, by definition, determined after the payment of all expenses actually paid by us, the only cash requirements that may create liquidity concerns for us are the payment of expenses. Because many of these expenses vary directly with oil and natural gas sales prices and volumes, we anticipate that sufficient funds will be available at all times for payment of these expenses. See Note 5 to the unaudited condensed consolidated financial statements included in “Item 1 – Financial Statements” of this Quarterly Report for additional information regarding cash distributions to unitholders.
Contractual Obligations
The Partnership leases its office space at 3838 Oak Lawn Avenue, Suite 300, Dallas, Texas, through an operating lease (the “Office Lease”). The third amendment to our Office Lease was executed in April 2017 for a term of 129 months, beginning June 1, 2018 and expiring in 2029. Under the third amendment to the Office Lease, monthly rental payments range from $25,000 to $30,000. Future maturities of Office Lease liabilities representing monthly cash rental payment obligations as of September 30, 2025 are summarized as follows:
| (In Thousands) |
||||
| 2025 |
$ | 91 | ||
| 2026 |
368 | |||
| 2027 |
374 | |||
| 2028 |
380 | |||
| 2029 |
63 | |||
| Total lease payments |
1,276 | |||
| Less amount representing interest |
(434 | ) | ||
| Total lease obligation |
$ | 842 | ||
We are not directly liable for the payment of any exploration, development or production costs. We do not have any transactions, arrangements or other relationships that could materially affect our liquidity or the availability of capital resources. We have not guaranteed the debt of any other party, nor do we have any other arrangements or relationships with other entities that could potentially result in unconsolidated debt.
To the extent necessary to avoid unrelated business taxable income, our partnership agreement prohibits us from incurring indebtedness, excluding trade payables, in excess of $50,000 in the aggregate at any given time or which would constitute “acquisition indebtedness” (as defined in Section 514 of the Internal Revenue Code of 1986, as amended).
We currently expect to have sufficient liquidity to fund our distributions to unitholders and operations despite potential material uncertainties that may impact us as a result of the ongoing global military conflicts, including in Ukraine and the Middle East and current inflation and interest rates. We cannot predict events that may lead to future oil and natural gas price volatility. Our ability to fund future distributions to unitholders may be affected by the prevailing economic conditions in the oil and natural gas market and other financial and business factors, including global military conflicts, including in Ukraine and the Middle East and changes to tariff and import/export regulation by the United States or other countries, which are beyond our control. If market conditions were to change due to declines in oil prices or uncertainty created by military conflicts or changes in trade policy and our revenues were reduced significantly or our operating costs were to increase significantly, our cash flows and liquidity could be reduced. The current economic environment is volatile, and we cannot predict the ultimate long-term impact on our liquidity or cash flows from factors outside of our control, including those related to changes to tariff and import/export regulations by the United States or other countries or ongoing global military conflicts in Ukraine and the Middle East.
Liquidity and Working Capital
Cash and cash equivalents totaled $41.6 million at September 30, 2025 and $42.5 million at December 31, 2024.
Critical Accounting Policies and Estimates
As of September 30, 2025, there have been no significant changes to our critical accounting policies and related estimates previously disclosed in our Annual Report.
| ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
There have been no significant changes in our exposure to market risk during the three months ended September 30, 2025. For a discussion of our exposure to market risk, refer to Item 7A of Part II of the Partnership’s Annual Report.
| ITEM 4. |
CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report, our principal executive officer and principal financial officer carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based on their evaluation, they have concluded that our disclosure controls and procedures were effective.
Changes in Internal Control
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934) during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
| ITEM 1. |
LEGAL PROCEEDINGS |
The 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 material effect on consolidated financial position, cash flows, or operating results.
| ITEM 1A. |
RISK FACTORS |
There have been no material changes to the Partnership’s risk factors as disclosed under “Item 1A – Risk Factors” in the Partnership’s Annual Report.
| ITEM 5. | OTHER INFORMATION |
Rule 10b5-1 Trading Plans
During the third quarter and nine months ended September 30, 2025, 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) under the Exchange Act (a “Rule 10b5-1 trading arrangement”) or any “Non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).
| ITEM 6. |
EXHIBITS |
| 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 |
SIGNATURES
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. |
||
| By: |
/s/ Bradley Ehrman |
||
| Bradley Ehrman |
|||
| Date: November 6, 2025 |
Chief Executive Officer |
| By: |
/s/ Leslie Moriyama |
||
| Leslie Moriyama |
|||
| Date: November 6, 2025 |
Chief Financial Officer |
FAQ
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