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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported)
August 12, 2003
DORCHESTER MINERALS, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 000-50175 81-0551518
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(State of Incorporation) (Commission File No) (IRS Employer Identification No.)
3738 Oak Lawn, Suite 300, Dallas, Texas 75219
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(Address of principal executive offices) (Zip Code)
(214) 559-0300
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Item 9. Regulation FD Disclosure.
See Item 12. Results of Operations and Financial Condition.
Item 12. Results of Operations and Financial Condition.
The Registrant is furnishing its press release dated August 12, 2003, which
announces the Registrant's quarterly distribution to partners. The press release
is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Limitation on Incorporation by Reference
In accordance with general instructions B.2 and B.6 of Form 8-K, the
information in this report, including exhibits, is furnished pursuant to Items 9
and 12 and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, or otherwise subject to the liability of that
section.
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, hereunto 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: August 12, 2003 /s/ William Casey McManemin
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William Casey McManemin
Chief Executive Officer
Exhibit 99.1
NEWS RELEASE Dorchester Minerals, L.P.
Release Date: August 12, 2003 3738 Oak Lawn Ave., Suite 300
Dallas, Texas 75219-4379
Contact: Casey McManemin (214) 559-0300
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DORCHESTER MINERALS, L.P. ANNOUNCES SECOND QUARTER RESULTS
DALLAS, TEXAS -- Dorchester Minerals, L.P. (the "Partnership") announced
today the Partnership's net earnings (loss) for the quarter ended June 30, 2003
as follows:
Earnings before non-cash impairment (Non-GAAP) $ 3,286,000
Earnings before non-cash impairment (Non-GAAP), per unit $ 0.12
Non-cash impairment charge $ 22,214,000
Non-cash impairment charge, per unit 0.80
Net earnings (loss) $ (18,928,000)
Net earnings (loss) per unit $ (0.68)
The non-cash impairment charge reflects an impairment of the Partnership's
capitalized costs in accordance with the full-cost method of accounting, and
does not affect the Partnership's cash flow from operations or cash
distributions to common unitholders. (The last paragraph of this release
contains a discussion of the Partnership's use of net earnings before non-cash
impairment charges, which is a financial measure not defined by generally
accepted accounting principles.)
A comparison of the Partnership's results for the three and six month
periods ending June 30, 2003 and 2002, respectively, are set forth below:
Three Months Ended Six Months Ended
June 30, June 30,
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2003 2002 2003 2002
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Net Operating Revenues $ 11,300,000 $4,648,000 $ 25,256,000 $8,348,000
Depreciation, Depletion, Amort-
ization (6,672,000) (536,000) (11,643,000) (1,077,000)
Non-Cash Impairment (22,214,000) --- (22,214,000) ---
All Other Expenses, Net (1,342,000)(1,374,000) (6,384,000) (2,716,000)
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Net Earnings (Loss) $(18,928,000)$2,738,000 $(14,985,000) $4,555,000
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Net Earnings(Loss) Per
Common Unit $ (0.68) $ 0.25 $ (0.60) $ 0.42
Excluding Non-Cash Impairment (Non-GAAP)
Earnings $ 3,286,000 $ 7,229,000
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Earnings Per Common Unit $ 0.12 $ 0.29
This is the second earnings report for the Partnership since the
combination of the business and properties of Dorchester Hugoton, Ltd.
(Hugoton), Republic Royalty Company (Republic) and Spinnaker Royalty Company
(Spinnaker) was consummated on January 31, 2003 and is the Partnership's first
full three month reporting period. In accordance with applicable accounting
rules, Hugoton was deemed to be the acquirer of the Republic and Spinnaker
assets. Year-to-date 2003 results reflect Hugoton's operations during January
and the Partnership's operations during February through June. The acquisitions
of Republic and Spinnaker's assets were recorded at values assigned in
accordance with purchase accounting rules, which values significantly exceed the
historical book values of these assets prior to consummation of the combination.
In accordance with full-cost accounting rules, the non-cash impairment charge
results primarily from these increased values and changes in prevailing oil and
gas product prices since consummation of the combination transaction.
Year-to-date 2003 earnings also reflect severance (employee retention) payments
and other payments made by Hugoton immediately prior to consummation of the
combination transaction. The amounts and results of operations of the
Partnership for periods prior to February 1, 2003 reflect the results of
operations of Hugoton. Accounting methods require the quarter ended June 30,
2003 and Year-to-Date 2003 Partnership results to be compared to Hugoton results
for the corresponding periods during 2002.
The Partnership's cash distributions reflect cash receipts attributable to
its Net Profits Interests and Royalty Properties less cash disbursements
attributable to Management Expenses and Direct Expenses. The Partnership's Cash
Distributions are not comparable to its net earnings due to timing and other
differences.
Dorchester Minerals, L.P. is a Dallas area based owner of producing and
non-producing natural gas and crude oil royalty, overriding royalty, net
profits, and leasehold interests and its common units trade on the Nasdaq Stock
Market under the symbol DMLP.
This press release contains non-generally accepted accounting principle
financial measures of earnings before non-cash charges. The amounts included in
the calculation of these measures are computed in accordance with generally
accepted accounting principles (GAAP), with the exception of the exclusion of
the non-cash impairment charge. We believe that this measure is useful to
unitholders because energy industry investors generally see disclosure of
earnings before impairment charges and because it is consistent with industry
practice.
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