Edgar Filing: DORCHESTER MINERALS, L.P.

dorchester_10q-063011.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

[ ] 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 000-50175

DORCHESTER MINERALS, L.P.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

81-0551518

(I.R.S. Employer Identification No.)

3838 Oak Lawn Avenue, Suite 300, Dallas, Texas 75219

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (214) 559-0300

None

Former name, former address and former fiscal year, if changed since last report

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. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer”, “accelerated filer” and “smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer x	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.): Yes o No x

As of August 5, 2011, 30,675,431 common units representing limited partnership interests were outstanding.

TABLE OF CONTENTS

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS			1
PART I – FINANCIAL INFORMATION			1

	ITEM 1.	FINANCIAL STATEMENTS	1

		CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2011 (UNAUDITED) AND DECEMBER 31, 2010	2

		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (UNAUDITED)	3

		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (UNAUDITED)	4

		NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	5

	ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	6

	ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	11

	ITEM 4	CONTROLS AND PROCEDURES	11

PART II – OTHER INFORMATION			11

	ITEM 1.	LEGAL PROCEEDINGS	11

	ITEM 6.	EXHIBITS	11

SIGNATURES			12

INDEX TO EXHIBITS			13

CERTIFICATIONS			14-16

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

Statements included in this 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 report, the term “Partnership,” as well as the terms “DMLP,” “us,” “our,” “we,” and “its” are sometimes used as abbreviated references to Dorchester Minerals, L.P. itself or Dorchester Minerals, L.P. and its related entities.

These forward-looking statements are 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. Examples of such reasons 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 our properties, changes in economic and industry conditions and changes in regulatory requirements (including changes in environmental requirements) and our financial position, business strategy and other plans and objectives for future operations. These and other factors are set forth in our filings with the Securities and Exchange Commission.

You should read these statements carefully because they 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 described in this 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.

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands)


	June 30,			December 31,
	2011			2010
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	14,110		$	11,253
Trade and other receivables		6,861			5,548
Net profits interests receivable - related party		1,461			3,651
Prepaid expenses		25			-
Total current assets		22,457			20,452

Other non-current assets		19			19
Total		19			19

Property and leasehold improvements - at cost:
Oil and natural gas properties (full cost method)		344,194			344,194
Accumulated full cost depletion		(220,560	)		(211,761	)
Total		123,634			132,433

Leasehold improvements		512			512
Accumulated amortization		(329	)		(305	)
Total		183			207

Net property and leasehold improvements		123,817			132,640

Total assets	$	146,293		$	153,111

LIABILITIES AND PARTNERSHIP CAPITAL

Current liabilities:
Accounts payable and other current liabilities	$	987		$	542
Current portion of deferred rent incentive		39			39
Total current liabilities		1,026			581

Deferred rent incentive less current portion		109			129
Total liabilities		1,135			710

Commitments and contingencies (Note 2)

Partnership capital:
General partner		4,487			4,669
Unitholders		140,671			147,732
Total partnership capital		145,158			152,401

Total liabilities and partnership capital	$	146,293		$	153,111

The accompanying condensed notes are an integral part of these condensed consolidated financial statements.

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands except Earnings per Unit)

(Unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2011		2010		2011		2010
Operating revenues:
Royalties	$	14,106	$	10,704	$	26,234	$	22,668
Net profits interests		2,014		2,486		4,093		5,671
Lease bonus		253		1,028		330		1,400
Other		61		38		66		56

Total operating revenues		16,434		14,256		30,723		29,795

Costs and expenses:
Operating, including production taxes		1,322		937		2,473		2,147
Depletion and amortization		4,581		4,539		8,823		8,774
General and administrative expenses		761		854		1,917		2,024

Total costs and expenses		6,664		6,330		13,213		12,945

Operating income		9,770		7,926		17,510		16,850

Other income, net		-		6		-		8

Net earnings	$	9,770	$	7,932	$	17,510	$	16,858

Allocation of net earnings:
General partner	$	350	$	270	$	619	$	562

Unitholders	$	9,420	$	7,662	$	16,891	$	16,296

Net earnings per common unit (basic and diluted)	$	0.31	$	0.25	$	0.55	$	0.54
Weighted average common units outstanding		30,675		30,675		30,675		30,262

The accompanying condensed notes are an integral part of these condensed consolidated financial statements.

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)


	Six Months Ended
	June 30,
	2011			2010

Net cash provided by operating activities	$	27,614		$	27,585

Cash flows (used in) provided by investing activities:
Adjustment related to acquisition of natural gas properties		(4	)		683
Capital expenditures		-			(144	)

Total cash flows (used in) provided by investing activities		(4	)		539

Cash flows used in financing activities:
Distributions paid to general partner and unitholders		(24,753	)		(24,138	)

Increase in cash and cash equivalents		2,857			3,986

Cash and cash equivalents at beginning of period		11,253			10,124

Cash and cash equivalents at end of period	$	14,110		$	14,110


Non-cash investing and financing activities:

Value of units issued for natural gas properties acquired	$	-		$	17,685

The accompanying condensed notes are an integral part of these condensed consolidated financial statements.

DORCHESTER MINERALS, L.P.

(A Delaware Limited Partnership)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1 Basis of Presentation: Dorchester Minerals, L.P. is a publicly traded Delaware limited partnership that was formed in December 2001, and commenced operations on January 31, 2003. The consolidated financial statements include the accounts of Dorchester Minerals, L.P. and its wholly-owned subsidiaries Dorchester Minerals Oklahoma LP, Dorchester Minerals Oklahoma GP, Inc., Maecenas Minerals LLP, and Dorchester-Maecenas GP LLC. All significant intercompany balances and transactions have been eliminated in consolidation.

The 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. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information. Per-unit information is calculated by dividing the earnings or loss applicable to holders of our Partnership’s common units by the weighted average number of units outstanding. The Partnership has no potentially dilutive securities and, consequently, basic and dilutive earnings or loss per unit do not differ. These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership’s annual report on Form 10-K for the year ended December 31, 2010.

Fair Value of Financial Instruments—The carrying amount of cash and cash equivalents, trade receivables and payables approximates fair value because of the short maturity of those instruments. These estimated fair values may not be representative of actual values of the financial instruments that could have been realized as of quarter close or that will be realized in the future.

2 Contingencies: In January 2002, some individuals and an association called Rural Residents for Natural Gas Rights sued Dorchester Hugoton, Ltd., along with several other operators in Texas County, Oklahoma regarding the use of natural gas from the wells in residences. Dorchester Minerals Operating LP, the operating partnership, now owns and operates the properties formerly owned by Dorchester Hugoton. These properties contribute a major portion of the NPI amounts paid to us. On April 9, 2007, plaintiffs, for immaterial costs, dismissed with prejudice all claims against the operating partnership regarding such residential gas use. On October 4, 2004, the plaintiffs filed severed claims against the operating partnership regarding royalty underpayments, which the Texas County District Court subsequently dismissed with a grant of time to replead. On January 27, 2006, one of the original plaintiffs again sued the operating partnership for underpayment of royalty, seeking class action certification. On October 1, 2007, the Texas County District Court granted the operating partnership’s motion for summary judgment finding no royalty underpayments. Subsequently, the District Court denied the plaintiff’s motion for reconsideration, and the plaintiff filed an appeal. On March 31, 2010, the appeal decision reversed and remanded to the Texas County District Court to resolve material issues of fact. On June 30, 2011, the District Court issued a revised partial summary judgment in favor of the operating partnership. A claim of underpayment of royalty remains pending. An adverse final decision could reduce amounts we receive from the NPIs.

The Partnership and the operating partnership are involved in other 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.

3 Acquisition for Units: On March 31, 2010, Dorchester Minerals, L.P. and a newly formed subsidiary acquired all of the outstanding partnership interests in Maecenas Minerals, LLP, a Texas limited liability partnership that owns producing and nonproducing mineral and royalty interests located in 17 states, in exchange for 835,000 common units of Dorchester Minerals, L.P. valued at $17,685,000 and issued pursuant to a shelf registration statement. The Condensed Consolidated Balance Sheets presented include $17,121,000 in property additions as well as other assets and liabilities acquired. After the issuance, 2,565,000 units remain available under the shelf registration statement.

4 Distributions to Holders of Common Units: Unitholder cash distributions per common unit since 2007 have been:

	Per Unit Amount
	2011		2010		2009		2008		2007
First quarter	$	0.426745	$	0.449222	$	0.401205	$	0.572300	$	0.461146
Second quarter	$	0.417027	$	0.412207	$	0.271354	$	0.769206	$	0.473745
Third quarter			$	0.471081	$	0.286968	$	0.948472	$	0.560502
Fourth quarter			$	0.354074	$	0.321540	$	0.542081	$	0.514625

Distributions from first quarter of 2010 through the present were paid on 30,675,431 units; distributions from the second quarter of 2009 through the fourth quarter of 2009 were paid on 29,840,431 units; previous distributions above were paid on 28,240,431 units. The second quarter 2011 distribution was paid August 4, 2011. Fourth quarter distributions shown above are paid in the first calendar quarter of the following year. Our partnership agreement requires the next cash distribution to be paid by November 15, 2011.

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 Form 10-Q.

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 574 counties and parishes in 25 states.

Dorchester Minerals Operating LP, a Delaware limited partnership owned directly and indirectly by our general partner, holds working interest properties and a minor portion of mineral and royalty interest properties. We refer to Dorchester Minerals Operating LP as the “operating partnership” or “DMOLP.” We directly and indirectly own a 96.97% net profits overriding royalty interest (referred to as NPI, or NPIs) in property groups made up of four NPIs created when we commenced operations in 2003, one immaterial NPI subsequently created and currently in deficit and the Maecenas Minerals NPI created in 2010. We currently receive monthly payments equaling 96.97% of the preceding month’s net profits actually realized by the operating partnership from four of the property groups. The purpose of such NPIs is to avoid the participation as a working interest or other cost-bearing owner that could result in unrelated business taxable income. Net profits interest payments are not considered unrelated business taxable income for tax purposes. One such NPI, referred to as the Minerals NPI, has continuously had costs that exceed revenues. As of June 30, 2011, cumulative operating and development costs presented in the following table, which include amounts equivalent to an interest charge, exceeded cumulative revenues of the Minerals NPI, resulting in a cumulative deficit. All cumulative deficits (which represent cumulative excess of operating and development costs over revenue received) are borne 100% by our general partner until the Minerals NPI recovers the deficit amount. Once in profit status as defined in the agreement, we will receive the NPI payments attributable to these properties. Our consolidated financial statements do not reflect activity attributable to properties subject to NPIs that are in a deficit status. Consequently, NPI payments and production sales volumes and prices set forth in other portions of this quarterly report do not reflect amounts attributable to the Minerals NPI, which includes all of the operating partnership’s Fayetteville Shale working interest properties in Arkansas.

The following table sets forth receipts and disbursements attributable to the Minerals NPI:

	Minerals NPI Results (in Thousands)
	Cumulative Total at 12/31/10			Six Months Ended 6/30/11		Cumulative Total at 6/30/11
Cash received for revenue	$	25,525		$	5,224	$	30,749
Cash paid for operating costs		4,823			1,013		5,836
Cash paid for development costs		19,321			2,361		21,682
Budgeted capital expenditures		4,425			304		4,729
Net	$	(3,044	)	$	1,546	$	(1,498	)

The development costs pertain to more properties than the properties producing revenue due to timing differences between operating partnership expenditures and oil and natural gas production and payments to the operating partnership. The amounts reflect the operating partnership’s ownership of the subject properties. NPI payments to us, if any, will equal 96.97% of the cumulative net profits actually received by the operating partnership attributable to subject properties. The above financial information attributable to the Minerals NPI may not be indicative of future results of the Minerals NPI and may not indicate when the deficit status may end and when NPI payments may begin from the Minerals NPI.

Commodity Price Risks

Our profitability is affected by volatility in prevailing oil and natural gas prices. Oil and natural gas prices have been subject to significant volatility in recent years in response to changes in the supply and demand for oil and natural gas in the market along with domestic and international political economic conditions.

Results of Operations

Three and Six Months Ended June 30, 2011 as compared to Three and Six Months Ended June 30, 2010

Normally, our period-to-period changes in net earnings and cash flows from operating activities are principally determined by changes in oil and natural gas sales volumes and prices. Our portion of oil and natural gas sales and weighted average prices were:

	Three Months Ended						Six Months Ended
	June 30,				March 31,		June 30,
Accrual basis sales volumes:	2011		2010		2011		2011		2010
Royalty properties gas sales (mmcf)		1,558		1,090		1,342		2,900		2,337
Royalty properties oil sales (mbbls)		81		87		78		159		162
NPI gas sales (mmcf)		778		838		785		1,563		1,670
NPI oil sales (mbbls)		2		3		2		4		5

Accrual basis weighted average sales price:
Royalty properties gas sales ($/mcf)	$	3.95	$	3.91	$	3.95	$	3.95	$	4.57
Royalty properties oil sales ($/bbl)	$	98.44	$	73.54	$	87.52	$	93.07	$	73.95
NPI gas sales ($/mcf)	$	4.33	$	4.19	$	4.16	$	4.25	$	4.71
NPI oil sales ($/bbl)	$	97.02	$	69.27	$	85.46	$	91.35	$	69.73

Accrual basis production costs deducted
under the NPIs ($/mcfe) (1)	$	2.11	$	1.54	$	1.85	$	1.98	$	1.61

(1)

Provided to assist in determination of revenues; applies only to NPI sales volumes and prices.

Oil sales volumes attributable to our Royalty Properties during the second quarter were down 6.9% from 87 mbbls during the second quarter of 2010 to 81 mbbls in the same period of 2011. Oil sales volumes attributable to our Royalty Properties during the first six months were about the same at 162 mbbls in 2010 compared to 159 mbbls in 2011. Natural gas sales volumes attributable to our Royalty Properties during the second quarter increased 42.9% from 1,090 mmcf in 2010 to 1,558 mmcf in 2011. Natural gas sales volumes attributable to our Royalty Properties during the first six months increased 24.1% from 2,337 in 2010 to 2,900 mmcf in 2011. The increase in natural gas sales volumes was primarily attributable to the effect of the acquisition of Maecenas Minerals LLP on March 31, 2010, activity in the Fayetteville Shale trend of Arkansas, and continued development activities on the Royalty Properties.

Oil sales volumes attributable to our NPIs during the second quarter and first six months of 2011 were essentially the same when compared to the same periods of 2010. Natural gas sales volumes attributable to our NPIs during the second quarter and first six months of 2011 decreased from the same periods of 2010. Second quarter sales volumes of 778 mmcf during 2011 were 7.2% less than 838 mmcf during 2010. First six month sales volumes of 1,563 mmcf during 2011 were 6.4% less than 1,670 mmcf during 2010. Both natural gas sales volume decreases were a result of natural reservoir decline. Sales volumes and prices from the Minerals NPI are excluded from the above table. See “Overview” above.

The weighted average oil sales prices attributable to our interest in Royalty Properties increased 33.9% from $73.54/bbl during the second quarter of 2010 to $98.44/bbl during the second quarter of 2011 and increased 25.9% from $73.95/bbl during the first six months of 2010 to $93.07/bbl during the same period of 2011. Second quarter weighted average natural gas sales prices from Royalty Properties were $3.91/mcf during 2010 compared to $3.95/mcf during 2011. The six months ended June 30 weighted average Royalty Properties natural gas sales prices decreased 13.6% from $4.57/mcf during 2010 to $3.95/mcf during 2011. Both oil and natural gas price changes resulted from changing market conditions.

Second quarter weighted average oil sales prices from the NPIs increased 40.1% from $69.27/bbl in 2010 to $97.02/bbl in 2011. The first six months NPIs’ oil sales prices increased 31.0% from $69.73/bbl in 2010 to $91.35/bbl in 2011. Changing market conditions resulted in increased oil prices. Second quarter weighted average natural gas sales prices attributable to the NPIs increased 3.3% from $4.19/mcf in 2010 to $4.33/mcf in 2011. The first six months ended June 30, 2011 natural gas prices decreased 9.8% to $4.25/mcf from $4.71/mcf in the same period of 2010. Natural gas sales price changes during the three- and six-month periods resulted from changing market conditions.

Our second quarter net operating revenues increased 15.3% from $14,256,000 during 2010 to $16,434,000 during 2011. Net operating revenues for the first six months of 2011 increased 3.1% from $29,795,000 during 2010 to $30,723,000 during 2011. Both the quarterly and six-month increases resulted primarily from increased oil prices and gas sales volumes.

Costs and expenses increased 5.3% from $6,330,000 during the second quarter of 2010 to $6,664,000 during the second quarter of 2011, while six months ended June 30 costs and expenses increased 2.1% from $12,945,000 during 2010 to $13,213,000 during 2011. The second quarter and six-month increase primarily resulted from increased production tax on higher operating revenues in 2011.

Depletion and amortization costs were about the same at $4,539,000 and $8,774,000 during the second quarter and six months ended June 30, 2010, respectively, compared to $4,581,000 and $8,823,000 during the same periods of 2011. Higher sales volumes during 2011 did not have a significant impact on the depletion calculation as upward reserve revisions over 2010 year-end more than offset the increase in full cost basis related to the acquisition of Maecenas Minerals at March 31, 2010.

Second quarter net earnings allocable to common units increased 22.9% from $7,662,000 during 2010 to $9,420,000 during 2011. First six months common unit net earnings increased 3.7% from $16,296,000 during 2010 to $16,891,000 during 2011. Both increases are primarily the result of increased oil prices and natural gas sales volumes as discussed above, partially offset by reduced lease bonus income.

Net cash provided by operating activities increased slightly from $13,430,000 during the second quarter of 2010 to $13,684,000 during the second quarter of 2011 and $27,585,000 for the first six months of 2010 to $27,614,000 during the same period of 2011. Increases in both periods are primarily due to increased oil prices and natural gas sales volumes.

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 weighted 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 “indicated 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 2011 second quarter totaled approximately $12,700,000. These receipts generally reflect oil sales during March through May 2011 and natural gas sales during February through April 2011. The weighted average indicated prices for oil and natural gas sales during the 2011 second quarter attributable to the Royalty Properties were $97.24/bbl and $3.74/mcf, respectively.

Cash receipts attributable to our NPIs during the 2011 second quarter totaled approximately $2,000,000. These receipts reflect oil and natural gas sales from the properties underlying the NPIs generally during February through April 2011. The weighted average indicated prices received during the 2011 second quarter for oil and natural gas sales were $91.44/bbl and $4.17/mcf, respectively.

We received cash payments of approximately $150,000 from various sources during the second quarter of 2011 attributable to eight consummated leases and pooling elections located in six counties and parishes in three states. The consummated leases reflected royalty terms ranging up to 26% and lease bonuses ranging up to $2,500/acre.

We received division orders for, or otherwise identified, 106 new wells completed on our Royalty Properties and NPIs located in 35 counties and parishes in seven states during the second quarter of 2011. The operating partnership elected to participate during the quarter in 18 wells to be drilled on our NPI properties located in eight counties in four states.

APPALACHIAN BASIN — We own varying undivided perpetual mineral interests in approximately 31,000/24,000 gross/net acres in 19 counties in southern New York and northern Pennsylvania. Approximately 75% of these net acres are located in eastern Allegany and western Steuben Counties, New York, an area which some industry press reports suggest may be prospective for gas production from unconventional reservoirs, including the Marcellus Shale. The New York State Department of Environmental Conservation has completed its regulatory review of high-volume hydraulic fracturing practices; however, development of these natural gas resources will be limited until remaining regulatory issues have been resolved. We continue to monitor industry activity and encourage dialogue with industry participants to determine the proper course of action regarding our interests in this area.

BARNETT SHALE — We own varying undivided mineral and overriding royalty interests in approximately 1,820 acres located in Tarrant County, Texas in an area commonly referred to as the Core Area of the Barnett Shale Trend. As of June 30, 2011, 41 wells had been drilled, of which 35 wells were completed for production and six were drilled but not yet completed or connected to a pipeline. Permits to drill four additional wells on the properties had been issued by regulatory agencies. In the second quarter, the Duck Lake 14H well was completed with a reported test rate of 3.4 MMcfd. DMLP owns a 17.1% NRI in this well.

FAYETTEVILLE SHALE, NORTHERN ARKANSAS — We own varying undivided perpetual mineral interests totaling 23,336/11,464 gross/net acres located in Cleburne, Conway, Faulkner, Franklin, Johnson, Pope, Van Buren, and White counties, Arkansas in an area commonly referred to as the “Fayetteville Shale” trend of the Arkoma Basin. Three hundred twenty wells have been permitted on the lands as of June 30, 2011, of which the operating partnership has an interest in 202. In total, 291 wells had been spud, 259 had been completed as producers and 32 were in various stages of drilling or completion operations or waiting on a pipeline. Wells that have been proposed to be drilled by the operator but for which permits have not yet been issued by the Arkansas Oil & Gas Commission are not reflected in this number.

Set forth below is a summary of Fayetteville Shale activity through June 30, 2011 for wells in which we have a royalty or Net Profits Interest. This includes wells subject to the Minerals NPI, which is currently in deficit status.

	2004 through 2007		2008		2009		Q1 2010	Q2 2010	Q3 2010	Q4 2010	Q1 2011	Q2 2011	Total to Date
New Well Permits(1)		47		66		68	23	21	31	33	21	10		320
Wells Spud		41		62		70	22	15	27	20	15	19		291
Wells Completed(2)		27		54		49	13	32	18	25	28	13		259
Royalty Wells in Pay Status (3)		6		30		55	10	14	20	26	20	8		189

(1)

Excludes permits that expire undrilled.

(2)

Completing date defined as the day the well commences production.

(3)

Wells in pay status means wells for which revenue was initially received during the indicated period.

Net cash receipts for the Royalty Properties attributable to interests in these lands totaled $951,000 in the second quarter from 200 wells. Net cash receipts for the Minerals NPI Properties attributable to interests in these lands totaled approximately $663,000 in the second quarter from 108 wells.

GRANITE WASH, TEXAS PANHANDLE — We own varying undivided perpetual mineral interests totaling 16,336/2,559 gross/net acres in Hemphill, Roberts and Wheeler Counties, Texas. Operators active in this area include Apache Corporation, Chesapeake Operating, Forest Oil, Linn Energy, Newfield Exploration, and QEP Resources. In 2010, we leased 680 net acres to two parties in two transactions for 25% royalty and total bonus consideration of $2,892,560. As of June 30, 2011, two wells had been drilled and one additional well was permitted to be drilled on the leased lands.

HORIZONTAL BAKKEN, WILLISTON BASIN — We own varying undivided perpetual mineral interests totaling 70,390/8,905 gross/net acres located in Burke, Divide, Dunn, McKenzie, Mountrail and Williams Counties, North Dakota. Operators active in this area include Continental Resources, EOG Resources, Hess Corporation, Marathon Oil Company, and Whiting Oil & Gas. There have been a total of 157 wells permitted on these lands as of June 30, 2011 with 113 completed as producers. In virtually all cases we have elected not to lease our lands and not to pay our share of well costs, thus becoming a non-consenting mineral owner. According to North Dakota law, non-consenting owners receive the average royalty rate from the date of first production and back-in for their full working interest after the operator has recovered 150% of drilling and completion costs. Once 150% payout occurs, the working interest will be owned by the operating partnership and subject to the Minerals NPI. Non-consenting owners are not entitled to well data other than public information available from the North Dakota Industrial Commission. As of June 30, 2011, eight of these wells had achieved 150% payout.

Set forth below is a summary of Horizontal Bakken activity through June 30, 2011 for wells in which we have a royalty or Net Profits Interest. This includes wells subject to the Minerals NPI, which is currently in a deficit status.

	2004 through 2007		2008		2009		Q1 2010	Q2 2010	Q3 2010	Q4 2010	Q1 2011	Q2 2011	Total to Date
New Well Permits		17		44		22	6	17	12	22	10	7		157
Wells Spud		14		26		30	7	15	12	10	18	13		145
Wells Completed		9		22		31	9	6	12	11	7	6		113
Wells Reaching 150% Payout(1)		0		3		1	1	0	3	0	0	0		8

(1)

Wells reaching 150% payout means wells for which the 150% risk penalty has been recovered during the indicated period.

Liquidity and Capital Resources

Capital Resources

Our primary sources of capital are our cash flow from the NPIs and the Royalty Properties. Our only cash requirements are the distributions to our unitholders, 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 in accordance with our partnership agreement. Since 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 payments of expenses. Since most 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 4 of the Notes to the Condensed Consolidated Financial Statements for the amounts and dates of cash distributions to unitholders.

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.

Pursuant to the terms of our partnership agreement, we cannot incur indebtedness, other than trade payables, (i) in excess of $50,000 in the aggregate at any given time or (ii) which would constitute “acquisition indebtedness” (as defined in Section 514 of the Internal Revenue Code of 1986, as amended).

Expenses and Capital Expenditures

The operating partnership plans to continue its efforts to increase production in Oklahoma with techniques that may include fracture treating, deepening, recompleting, and drilling. Costs vary widely and are not predictable as each effort requires specific engineering. Such activities by the operating partnership could influence the amount we receive from the NPIs as reflected in the accrual-basis production costs $/mcfe in the table under “Results of Operations.”

The operating partnership owns and operates the wells, pipelines and natural gas compression and dehydration facilities located in Kansas and Oklahoma. The operating partnership anticipates gradual increases in expenses as repairs to these facilities become more frequent and anticipates gradual increases in field operating expenses as reservoir pressure declines. The operating partnership does not anticipate incurring significant expense to replace these facilities at this time. These capital and operating costs are reflected in the NPI payments we receive from the operating partnership.

In 1998, Oklahoma regulations removed production quantity restrictions in the Guymon-Hugoton field and did not address efforts by third parties to persuade Oklahoma to permit infill drilling in the Guymon-Hugoton field. Infill drilling could require considerable capital expenditures. The outcome and the cost of such activities are unpredictable and could influence the amount we receive from the NPIs. The operating partnership believes it now has sufficient field compression and permits for vacuum operation for the foreseeable future.

Liquidity and Working Capital

Cash and cash equivalents totaled $14,110,000 at June 30, 2011 and $11,253,000 at December 31, 2010.

Critical Accounting Policies

We utilize the full cost method of accounting for costs related to our oil and natural gas properties. Under this method, all such costs are capitalized and amortized on an aggregate basis over the estimated lives of the properties using the units-of-production method. These capitalized costs are subject to a ceiling test, however, which limits such pooled costs to the aggregate of the present value of future net revenues attributable to proved oil and natural gas reserves discounted at 10% plus the lower of cost or market value of unproved properties. The full cost ceiling is evaluated at the end of each quarter and when events indicate possible impairment.

The discounted present value of our proved oil and natural gas reserves is a major component of the ceiling calculation and requires many subjective judgments. Estimates of reserves are forecasts based on engineering and geological analyses. Different reserve engineers may reach different conclusions as to estimated quantities of natural gas or crude oil reserves based on the same information. Our reserve estimates are prepared by independent consultants. The passage of time provides more qualitative information regarding reserve estimates, and revisions are made to prior estimates based on updated information. However, there can be no assurance that more significant revisions will not be necessary in the future. Significant downward revisions could result in an impairment representing a non-cash charge to earnings. In addition to the impact on calculation of the ceiling test, estimates of proved reserves are also a major component of the calculation of depletion.

While the quantities of proved reserves require substantial judgment, the associated prices of oil and natural gas reserves that are included in the discounted present value of our reserves are objectively determined. The ceiling test calculation requires use of the unweighted arithmetic average of the first day of the month price during the 12-month period ending on the balance sheet date and costs in effect as of the last day of the accounting period, which are generally held constant for the life of the properties. As a result, the present value is not necessarily an indication of the fair value of the reserves. Oil and natural gas prices have historically been volatile and the prevailing prices at any given time may not reflect our Partnership’s or the industry’s forecast of future prices.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. For example, estimates of uncollected revenues and unpaid expenses from Royalty Properties and NPI properties operated by non-affiliated entities are particularly subjective due to our inability to gain accurate and timely information. Therefore, actual results could differ from those estimates.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following information provides quantitative and qualitative information about our potential exposures to market risk. The term “market risk” refers to the risk of loss arising from adverse changes in oil and natural gas prices, interest rates and currency exchange rates. The disclosures are not meant to be precise indicators of expected future losses but, rather, indicators of possible losses.

Market Risk Related to Oil and Natural Gas Prices

Essentially all of our assets and sources of income are from Royalty Properties and NPIs, which generally entitle us to receive a share of the proceeds based on oil and natural gas production from those properties. Consequently, we are subject to market risk from fluctuations in oil and natural gas prices. Pricing for oil and natural gas production has been volatile and unpredictable for several years. We do not anticipate entering into financial hedging activities intended to reduce our exposure to oil and natural gas price fluctuations.

Absence of Interest Rate and Currency Exchange Rate Risk

We do not anticipate having a credit facility or incurring any debt, other than trade debt. Therefore, we do not expect interest rate risk to be material to us. We do not anticipate engaging in transactions in foreign currencies that could expose us to foreign currency related market risk.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this 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 Controls

There were no changes in our internal controls (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934) during the quarter ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 2 – Contingencies in Notes to the Condensed Consolidated Financial Statements.

ITEM 6. EXHIBITS

See the attached Index to Exhibits.

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:	Dorchester Minerals Management LP
		its General Partner

	By:	Dorchester Minerals Management GP LLC
		its General Partner


	By:	/s/ William Casey McManemin
		William Casey McManemin
Date: August 5, 2011		Chief Executive Officer


	By:	/s/ H.C. Allen, Jr.
		H.C. Allen, Jr.
Date: August 5, 2011		Chief Financial Officer

INDEX TO 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’ Report on Form 10-K filed for the year ended December 31, 2002)

3.3		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)

3.4		Amended and Restated Limited Partnership Agreement of Dorchester Minerals Management LP (incorporated by reference to Exhibit 3.4 to Dorchester Minerals’ Report on Form 10-K for the year ended December 31, 2002)

3.5		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)

3.6		Amended and Restated Limited Liability Company Agreement of Dorchester Minerals Management GP LLC (incorporated by reference to Exhibit 3.6 to Dorchester Minerals’ Report on Form 10-K for the year ended December 31, 2002)

3.7		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)

3.8		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)

3.9		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)

3.10		Amended and Restated Agreement of Limited Partnership of Dorchester Minerals Operating LP (incorporated by reference to Exhibit 3.10 to Dorchester Minerals’ 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) of the Securities Exchange Act of 1934

31.2*		Certification of Chief Financial Officer of the Partnership pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

32.1*		Certification of Chief Executive Officer of the Partnership pursuant to 18 U.S.C. Sec. 1350

32.2*		Certification of Chief Financial Officer of the Partnership pursuant to 18 U.S.C. Sec. 1350 (contained within Exhibit 32.1 hereto)

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith