View:
DORCHESTER MINERALS, L.P.
3838 Oak Lawn Avenue, Suite 300
Dallas, TX 75219-4541
January 11, 2007
VIA EDGAR TRANSMISSION
Ms. Lily Dang
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-7010
Re: Dorchester Minerals, L.P.
10-K for the year ended December 31, 2005
Filed March 8, 2006
File No. 000-50175
Dear Ms. Dang,
Dorchester Minerals, L.P. (the "Partnership") has the following response
to the engineering comments of the staff of the Securities and Exchange
Commission contained in your letter of December 26, 2006. Our responses are
numbered to correspond to the numbers used to designate the staff's comments in
your comment letter. Pursuant to a January 8, 2007 voicemail message from James
Murphy of the staff to Kari Potts of Thompson & Knight LLP, the Partnership
understands it is not required to file an amendment to its Form 10-K for the
year ended December 31, 2005.
Comment No. 1 Leasing Activity, page 17
Tell us how you are computing the average royalty percentages that
you report for each of the past three years, and contrast these reported
averages with the net revenue interests that you list in your table under
Drilling Activity.
Response: The average royalty percentages reflected in the table on
page 17 reflect the Partnership's retained royalty share in numerous leases
granted by it to third parties, weight averaged by the number of net acres in
each such lease. The calculated percentage is derived from the quotient set
forth below:
Average Royalty = sum(net acres leased x royalty share) for all leases
----------------------------------------------------
sum(net acres leased) for all leases
The net revenue interests reflected in the table on page 18 reflect the
Partnership's net interest in production revenue in the specific wells listed
in such table. The Partnership's net interest in production revenue in any
single property is a function of many factors including royalty share retained,
undivided mineral or royalty interest, pooling, unitization, and
nonparticipating burdens. The wells listed in the table were not drilled on
leases included in the average royalty percentage calculation and have no
relationship to them.
Comment No. 2 Drilling Activity, page 18
You state that you are unable to project whether the EOG operated wells
in the T-Patch field will exhibit hyperbolic or exponential decline profiles.
Please explain to us the profiles you used to determine the proved reserves
associated with this property and the support you have for the underlying
projected trend.
Response: Eight wells in the T-Patch Field were producing to sales as of
December 31, 2005, the oldest of which commenced initial sales in December 2004.
As a royalty owner, the Partnership has limited access to information.
Production histories available from public sources were extremely limited,
these were the initial (discovery) wells in the field, thus, there is
no analog reservoir, and no volumetric data was available other than log
sections. The estimates of proved reserves were based on (a) extrapolation of
production data and (b) initial well test data reflected in public filings and
reflect a wide range of initial production rates, initial declines and
hyperbolic and exponential declines.
Comment No. 3 Oil and Natural Gas Reserves, page 20
Please expand your disclosure to include the definition of proved reserved,
as found in Rule 4-10(a) of Regulation S-X.
Response: The Partnership will expand the disclosure in its Form 10-K
for the year ended December 31, 2006 (the "2006 10-K") to include the definition
of proved reserves, as found in Rule 4-10(a) of Regulation S-X, within the Oil
and Natural Gas Reserves narrative in addition to including it within the
Glossary of Certain Oil and Gas Terms.
Comment No. 4 Oil and Natural Gas Reserves, page 20
Please revise your "SEC PV-10" label for your non-GAAP metric to avoid the
reference to the SEC, as this is not a measure we prescribe. Expand your
disclosure to explain why you are reporting this number, how management uses it,
why you believe it is important to investors, and that other companies would
not necessarily calculate it the same way as you. Please provide a
reconciliation to the most comparable GAAP-based measure, and all other
disclosures required under Item 10(e) of Regulation S-K.
Response: The 2006 10-K will not contain any references to "SEC PV-10" a
nd will only refer to the standardized measure.
Additionally, the Partnership acknowledges that:
o it is responsible for the adequacy and accuracy of the disclosures
in the 2006 10-K;
o staff comments or changes to disclosures in response to staff comments
do not foreclose the Commission from taking any action with respect to
the 2006 10-K; and
o it may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the country-regionplaceUnited States.
Please direct any questions or additional comments regarding this
letter to me at (214) 559-0300.
Very truly yours,
/s/ William Casey McManemin