EX-99.3 5 ex_731291.htm EXHIBIT 99.3 ex_731291.htm

Exhibit 99.3

 

DORCHESTER MINERALS, L.P.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

On September 30, 2024, (the “Closing Date”), Dorchester Minerals, L.P., a Delaware limited partnership (the “Partnership”), completed the previously announced acquisition of mineral, royalty and overriding royalty interests in producing and non-producing oil and natural gas properties (the “Acquisition”), pursuant to the Contribution and Exchange Agreement (the “Contribution and Exchange Agreement”) entered into on September 12, 2024, with West Texas Minerals LLC, a Delaware limited liability company, Carrollton Mineral Partners, LP, a Texas limited partnership (“CMP”), 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 terms and conditions of which provided for the Contributors to contribute certain interests in oil and natural gas properties, rights and related assets (the “Properties”) to the Partnership in exchange for 6,721,144 common units representing limited partnership interests in the Partnership (“Common Units”), subject to adjustment pursuant to a customary title defect process. The Properties consist of 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. The Contribution and Exchange Agreement includes customary representations, warranties, covenants and indemnities of the Partnership and the Contributors and also provided for the Contributors to pay the Partnership at closing an amount of cash equal to the aggregate amount of cash receipts from or attributed to the Properties that were received by the Contributors during the period beginning July 1, 2024 and ending September 30, 2024 (“Contributed Cash”).

 

The following unaudited pro forma condensed combined financial statements present the Partnership’s unaudited proforma balance sheet as of June 30, 2024, unaudited pro forma statement of operations for the year ended December 31, 2023, and the unaudited pro forma statement of operations for the six months ended June 30, 2024. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2023 and for the six months ended June 30, 2024 are presented as if the Acquisition was completed as of January 1, 2023. The unaudited pro forma Condensed Combined Balance Sheet as of June 30, 2024 gives effect to the Acquisition as if it was completed on June 30, 2024.

 

The assumptions and estimates underlying the unaudited adjustments to the pro forma condensed combined financial statements are described in the accompanying notes, which should be read together with the pro forma condensed combined financial statements. The pro forma adjustments related to the Acquisition are based on preliminary estimates, accounting judgments and currently available information and assumptions that management believes are reasonable and are subject to change. Accordingly, these pro forma adjustments are preliminary and have been made solely for the purpose of providing these pro forma condensed combined financial statements. Differences between these preliminary estimates and the final fair value of assets acquired may occur and these differences could be material. The differences, if any, could have a material impact on the accompanying pro forma condensed combined financial statements and the Partnership’s future results of operations. The unaudited pro forma condensed combined financial statements should be read together with the Partnership’s historical consolidated financial statements, which are included in the Partnership’s latest annual report on Form 10-K, the Partnership’s latest quarterly report on 10-Q and the Combined Statement of Revenues and Direct Operating Expenses of the Contributors presented in exhibit 99.1 to this Form 8-K/A.

 

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, in accordance with Article 11 of Regulation S-X. The pro forma financial information is not necessarily indicative of the results of operations that would have been realized had the Acquisition actually been completed on the dates indicated, nor are they indicative of the Partnership’s future financial position or operating results.

 

 
1

 

   

Partnership

Historical

   

Pro Forma

Adjustments

   

Pro Forma

Combined

 

ASSETS

                       

Current assets:

                       

Cash and cash equivalents

  $ 35,161     $ 6,682

(a)

  $ 41,843  

Trade and other receivables

    16,325       2,301

(a)

    18,626  

Net profits interest receivable - related party

    5,911       -       5,911  

Total current assets

    57,397       8,983       66,380  
                         

Oil and natural gas properties (full cost method)

    519,010       193,659

(a)

    712,669  

Accumulated full cost depletion

    (401,479 )     -       (401,479 )

Total

    117,531       193,659       311,190  
                         

Leasehold improvements

    989       -       989  
                         

Accumulated amortization

    (560 )     -       (560 )

Total

    429               429  
                         

Operating lease right-of-use asset

    674       -       674  
                         

Total assets

  $ 176,031     $ 202,642     $ 378,673  
                         

LIABILITIES AND PARTNERSHIP CAPITAL

                       

Current liabilities:

                       

Accounts payable and other current liabilities

  $ 4,310     $ -     $ 4,310  

Operating lease liability

    268       -       268  

Total current liabilities

    4,578               4,578  
                         

Operating lease liability

    907       -       907  

Total liabilities

    5,485               5,485  
                         

Commitments and contingencies

                       
                         

Partnership capital:

                       

General Partner

    (1,065 )     -       (1,065 )

Unitholders

    171,611       202,642

(a)

    374,253  

Total partnership capital

    170,546       202,642       373,188  
                         

Total liabilities and partnership capital

  $ 176,031     $ 202,642     $ 378,673  

 

See accompanying notes to the unaudited pro forma condensed combined financial statements.

2

 

   

Partnership

Historical

   

Contributors

Historical

   

Pro Forma

Adjustments

   

Pro Forma

Combined

 

Operating revenues:

                               

Royalties

  $ 56,513     $ 13,914     $ -     $ 70,427  

Net profits interest

    10,842       -       -       10,842  

Lease bonus and other

    984       -       -       984  

Total operating revenues

    68,339       13,914       -       82,253  
                                 

Costs and expenses:

                               

Operating, including production taxes

    6,138       1,379       -       7,517  

Depreciation, depletion and amortization

    14,586       -       16,290

(b)

    30,876  

General and administrative

    5,820       -       -       5,820  

Total costs and expenses

    26,544       1,379       16,290       44,213  
                                 

Net income

  $ 41,795     $ 12,535     $ (16,290 )   $ 38,040  
                                 

Allocation of net income:

                               

General Partner

  $ 1,431             $ (150

) (c)

  $ 1,281  

Unitholders

  $ 40,364             $ (3,605

) (c)

  $ 36,759  

Net income per common unit (basic and diluted)

  $ 1.01                     $ 0.79  

Weighted average basic and diluted common units outstanding

    39,847               6,721

(a)

    46,568  

 

See accompanying notes to the unaudited pro forma condensed combined financial statements.

3

 

   

Partnership

Historical

   

Contributors

Historical

   

Pro Forma

Adjustments

   

Pro Forma Combined

 

Operating revenues:

                               

Royalties

  $ 114,531     $ 26,393     $ -     $ 140,924  

Net profits interest

    34,338       -       -       34,338  

Lease bonus

    12,668       -       -       12,668  

Other

    2,262       -       -       2,262  

Total operating revenues

    163,799       26,393       -       190,192  
                                 

Costs and expenses:

                               

Production taxes

    5,776       1,286       -       7,062  

Operating expenses

    6,435       1,273       -       7,708  

Depreciation, depletion and amortization

    26,307       -       35,421

(b)

    61,728  

General and administrative

    11,164       -       -       11,164  

Total costs and expenses

    49,682       2,559       35,421       87,662  
                                 

Net income

  $ 114,117     $ 23,834     $ (35,421 )   $ 102,530  
                                 

Allocation of net income:

                               

General Partner

  $ 3,728             $ (463

) (c)

  $ 3,265  

Unitholders

  $ 110,389             $ (11,124

) (c)

  $ 99,265  

Net income per common unit (basic and diluted)

  $ 2.85                     $ 2.18  

Weighted average basic and diluted common units outstanding

    38,783               6,721

(a)

    45,504  

 

See accompanying notes to the unaudited pro forma condensed combined financial statements.

 
4

Dorchester Minerals, L.P.
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
(In thousands)

 

1. Basis of Presentation

 

The unaudited pro forma condensed combined financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of SEC Regulation S-X, and present the pro forma financial position and results of operations of the Partnership after giving effect to the Acquisition.

 

The pro forma condensed combined balance sheet as of June 30, 2024 assumes that the Acquisition occurred on June 30, 2024. The pro forma condensed combined statement of operations for the six months ended June 30, 2024 and the year ended December 31, 2023 give pro forma effect to the Acquisition as if the Acquisition had occurred on January 1, 2023, the beginning of the earliest period presented.

 

The pro forma condensed combined financial statements are not necessarily indicative of what the actual results of operations and financial position would have been had the transaction taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the Partnership following the transaction.

 

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma Condensed Combined Statement of Operations are based on the weighted average number of the Common Units outstanding, assuming the Acquisition occurred at the beginning of the earliest period presented.

 

The pro forma adjustments related to the purchase price allocation of the Acquisition are preliminary and are subject to revisions as additional information becomes available. Revisions to the preliminary purchase price allocation of the assets acquired may have a significant impact on the pro forma amounts. The pro forma adjustments related to the Acquisition reflect the fair values of the assets acquired as of the Closing Date. The pro forma adjustments do not necessarily reflect the fair values that would have been recorded if the acquisition had occurred on June 30, 2024.

 

 

2. Consideration and Cost of Acquisition Allocation

 

The Partnership has performed a preliminary valuation analysis of the fair value of the oil and natural gas properties acquired. Using the total consideration for the Acquisition, the Partnership has estimated the allocation of the cost of the Acquisition to such assets. The Partnership is accounting for the Acquisition as an asset acquisition, and thus, all transaction costs associated with the Acquisition were capitalized in accordance with U.S. GAAP. The following table summarizes the allocation of the preliminary cost of the Acquisition as of the Closing Date:

 

(Dollars in thousands)

 

Estimated

Consideration

 
         

Fair value of Common Units issued

  $ 202,642  

Purchase price adjustments

    (10,005 )

Transaction costs

    1,022  
         

Total purchase price

  $ 193,659  

 

(Dollars in thousands)

 

Cost of

Acquisition

Allocation

 
         

Oil and natural gas properties

  $ 193,659  

 

5

Dorchester Minerals, L.P.
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
(In thousands)

 

3. Pro Forma Adjustments

 

The pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial statements:

 

 

(a)

Represents the consideration transferred and the preliminary allocation of the cost of the Acquisition. The cost of the Acquisition consisted of the 6,721,144 Common Units issued to the Contributors valued at $202.6 million; less estimated net final settlement cash receipts of $10.0 million, including Contributed Cash of $7.7 million; plus estimated transaction costs of $1.0 million.

 

 

(b)

Represents the increase in depletion expense computed on a unit of production basis following the preliminary allocation of the cost of the Acquisition to oil and natural gas properties, as if the Acquisition was consummated on January 1, 2023.

 

 

(c)

Reflects the impact on the allocation of net income attributable to the General Partner and Common Unitholders as a result of the Condensed Combined Statement of Operations of the Acquisition.

 

 

4. Supplemental Pro Forma Combined Oil and Natural Gas Reserves Information

 

The following unaudited supplemental pro forma oil and natural gas reserve tables present how the combined oil and natural gas reserves and standardized measure information of the Partnership and the Acquisition may have appeared had the Acquisition occurred on January 1, 2023. The supplemental pro forma combined oil and natural gas reserves and standardized measure information are for illustrative purposes only. Numerous uncertainties are inherent in estimating quantities and values of proved reserves including future rates of production, exploration and development expenditures, commodity prices, and service costs which may affect the reserve volumes attributable to the Properties and the standardized measure of discounted future net cash flows.

 

The following tables provide a summary of the changes in estimated proved, developed reserves for the year ended December 31, 2023, as well as pro forma proved, developed reserves as of the beginning and end of the year, giving effect to the acquisitions as if it had occurred on January 1, 2023. The pro forma standardized measure does not include future income taxes attributable to the Acquisition as both entities are considered pass-through entities for tax purposes.

 

6

Dorchester Minerals, L.P.
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
(In thousands)

 

Estimated Pro Forma Combined Quantities of Proved, Developed Reserves

 

 

   

Partnership Historical

 
   

Oil

(mbbls)

   

Natural Gas

(mmcf)

 

Estimated quantity at December 31, 2022

    8,920       39,153  

Revisions in previous estimates

    1,283       839  

Purchase of reserves in place

    374       743  

Production

    (2,259 )     (7,384 )

Estimated quantity at December 31, 2023

    8,318       33,351  

 

 

   

Contributors Historical

 
   

Oil

(mbbls)

   

Natural Gas

(mmcf)

 

Estimated quantity at December 31, 2022

    2,216       4,916  

Revisions in previous estimates

    1,258       2,208  

Production

    (421 )     (716 )

Estimated quantity at December 31, 2023

    3,053       6,408  

 

 

   

Pro Forma Combined

 
   

Oil

(mbbls)

   

Natural Gas

(mmcf)

 

Estimated quantity at December 31, 2022

    11,136       44,069  

Revisions in previous estimates

    2,541       3,047  

Purchase of reserves in place

    374       743  

Production

    (2,680 )     (8,100 )

Estimated quantity at December 31, 2023

    11,371       39,759  

 

7

Dorchester Minerals, L.P.
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
(In thousands)

 

Pro Forma Combined Standardized Measure of Discounted Future Net Cash Flows of Proved, Developed Reserves

(In thousands)

 

   

As of December 31, 2023

 
   

Partnership

Historical

   

Contributors

Historical

   

Combined

Pro forma

 

Future estimated gross revenues

  $ 559,865     $ 168,022     $ 727,887  

Future estimated production costs

    (35,026 )     (14,255 )     (49,281 )

Future estimated net revenues

    524,839       153,767       678,606  

10% annual discount for estimated timing of cash flows

    (252,761 )     (74,236 )     (326,997 )

Standardized measure of discounted future estimated net cash flows

  $ 272,078     $ 79,531     $ 351,609  

 

 

Pro Forma Combined Changes in the Standardized Measure of Discounted Future Net Cash Flows of Proved, Developed Reserves

(In thousands)

 

   

Year Ended December 31, 2023

 
   

Partnership

Historical

   

Contributors

Historical

   

Combined

Pro forma

 

Standardized measure, beginning of year

  $ 419,153     $ 85,735     $ 504,888  

Sales of oil and natural gas produced, net of production costs

    (137,015 )     (23,834 )     (160,849 )

Net change in prices and production costs

    (122,884 )     (28,981 )     (151,865 )

Net change due to purchases of minerals in place

    9,813       -       9,813  

Revisions of previous quantity estimates

    54,220       36,028       90,248  

Accretion of discount

    41,915       8,573       50,488  

Change in production rate and other

    6,876       2,010       8,886  

Standardized measure, end of year

  $ 272,078     $ 79,531     $ 351,609  

 

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