Item 1. Business
Item 1. Business.
We are an exploration and production company whose primary operations include the exploration, development and production of helium, natural gas, oil and natural gas liquids. We source helium produced in association with natural gas reserves located in Chaves County, New Mexico. To date, we have not generated any revenue from the production of helium. Although hydrocarbons are currently our primary source of revenues, our business model is moving from a hydrocarbon focus to a helium focused model and centers on producing and selling helium to various parties in the supply chain, namely Helium Majors, Tier 2 gas companies, and balloon gas distributors. We currently own and operate 137,000 acres in Southeast New Mexico and have 85,498 MMcfe of proved hydrocarbon reserves and 166,430 MMcfe of probable hydrocarbon reserves. In addition, we have approximately 422 MMcf of net proved undeveloped helium reserves and 788 MMcf of net probable undeveloped helium reserves. We believe our existing helium production distinguishes us from other emerging companies in the helium exploration and production space. Presently, NEH operates through two wholly owned subsidiaries, (i) Solis Partners, L.L.C., a Texas limited liability company (“Solis Partners”), which is engaged in helium production with associated natural gas and natural gas liquids, and (ii) NEH Midstream LLC, a Texas limited liability company (“NEH Midstream”), which will own and operate the Pecos Slope Plant (as defined below) and gathering system located in Chaves County, New Mexico and hold the helium offtake and tolling agreements.
We currently sell raw, natural gas extracted from our reserves to a third-party processor, IACX Roswell LLC (“IACX”) to produce helium and purified natural gas. Under current contractual arrangements, we do not retain revenue generated from the processed helium extracted from our gas and purified by IACX.
We expect to generate revenue from the future operation of our own natural gas processing plant. We began construction of our own processing plant from the Pecos Slope Field, a gas field and gathering system in New Mexico (the “Pecos Scope Plant”). The Pecos Slope Plant is expected to commence operations in the fourth quarter of 2025. We believe that the operation of our own plant will significantly increase production rates of helium and natural gas and lower costs, thereby generating significant incremental revenue. Under ideal circumstances, we believe the Pecos Slope Plant can conceivably produce a sizeable revenue stream for decades to come and allow us to achieve consistent profitability.
Aside from helium production, we currently plan on diversifying our resources through providing natural gas as feedstock for energy transition sources such as net zero energy, blue hydrogen and blue ammonia. Additionally, we plan to engage in the Methane Performance Certificate (“MPC”) market by seeking designation of our natural gas production as “responsibly sourced gas” and subsequently trading the MPCs.
Mission
Our mission is to become a leading supplier of helium and natural gas by efficiently exploring, developing and producing helium from our substantial reserves in New Mexico. We are committed to delivering reliable helium supplies to prospective customers including Helium Majors and other gas companies and balloon gas distributors, while striving for innovation in energy transition by diversifying into net zero energy, blue hydrogen and blue ammonia markets. Through strategic operations, efficient resource management and a focus on sustainability, we aim to establish ourselves as a trusted partner in the helium supply chain.
Market Opportunity
We believe that current market conditions present a favorable opportunity for us to enter the U.S. helium market as a public company. The global helium market has experienced a series of supply shortages during the last 19 years, including, without limitation, shortages caused by outages at major sources of supply and trade embargoes affecting major world suppliers like Qatar and Russia. The most recent helium shortage, known as “Helium Shortage 4.0,” was brought on by multiple supply disruptions, chief amongst them the explosion at the gas processing plant at Amur, Russia, one of the world’s largest natural gas processing plants. This explosion delayed an anticipated worldwide transition to ample helium supply in 2022. Although Helium Shortage 4.0 has been resolved, it has driven up the market price of helium. Geopolitical risks related to the war in Ukraine and related trade sanctions and conflicts in the Middle East have also heightened the uncertainty of helium supplies. Demand for helium is also expected to increase in certain fields, particularly in electronics, which is anticipated to surpass magnetic resonance imaging (“MRI”) as the leading application for helium. Our extensive reserves in Chaves County, New Mexico, combined with the anticipated completion and commencement of our Pecos Slope Plant, position us to capitalize on the market opportunity by providing a reliable domestic helium supply. Our location in proximity to helium liquefaction plants in the US midcontinent provides us with the ability to potentially serve Helium Majors, Tier 2 gas companies, and balloon distributors efficiently. However, we cannot control the market factors which influence demand and supply of helium as well as the profitability of our business. We believe that by focusing on helium production and distribution, we can establish ourselves as a reliable supplier in the helium supply chain.
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Helium Supply Chain
The helium supply chain is comprised of very large integrated producers like ExxonMobil, Qatar Energy, Gazprom and Sonatrach as well as production and exploration companies like NEH who either supply helium-bearing natural gas to processors, or process it themselves. The gas processor extracts natural gas liquids (“LNG”) and other valuable components, including helium when it is present in commercially viable quantities, from the natural gas. After the helium is extracted from the natural gas, it is purified to between 98% - 99.999% and is then transported in the form of high purity crude helium to a helium liquefaction plant where it is used as feed gas to produce bulk liquid helium (“LHe”), or sold directly into the domestic market for balloon gas. Mostly, LHe is produced due to end user requirements and transportation efficiency. LHe is sold to Tier 1 and Tier 2 industrial gas companies who distribute it around the world. Currently, the helium industry is dominated by six major multinational industrial “Tier 1” gas companies, who are also referred to as the helium majors include Linde, Air Liquide, Air Products, Messer, Matheson and Iwatani. These Tier 1 companies distribute helium to smaller, “Tier 2” gas companies pursuant to long-term contracts, their own affiliates and end users. Some of the Tier 1 companies own and operate their own helium liquefaction plants (Air Products, Linde and Messer), while the others do not. End users then purchase LHe or gaseous helium from the Tier 1 or smaller industrial gas companies and distributors for diverse applications.
Competition
Currently, our direct competitors are helium exploration and production companies who source helium from natural gas reserves prior to supplying it to the Helium Majors, Tier 2 industrial gas companies and balloon gas distributors further down the supply chain. We are also in competition with major producers such as ExxonMobil and the Helium Majors themselves.
Following the commencement of the Pecos Slope Plant in the fourth quarter of 2025, we anticipate competing directly with other helium producers, including major producers such as ExxonMobil, as well as smaller exploration companies similar to NEH.
Competitive Strengths
The helium exploration and production industry is a very competitive one. In recent years, an unprecedented number of helium exploration companies have entered the market, encouraged in large part by increased attention triggered by the recurring helium shortages and associated surge in prices. However, the majority of these companies have not been able to progress to actual production of helium. We are somewhat unique in our substantial inventory of reliable drilling locations and associated reserves as well as a management team and board of directors (our “Board”) that understands the global helium business on a deep level.
Products
We currently produce natural gas from the Pecos Slope Field located in Chaves County, New Mexico, which is gathered and processed by IACX. Pursuant to the Gas Purchase Agreement dated as of June 1, 2021 (the “Marketing Agreement”), by and between NEH and IACX, IACX processes our gas for natural gas liquids and other usable components in its facilities and we receive value for our natural gas and associated natural gas liquids. Although NEH extracts helium from our natural gas, IACX does not compensate NEH for our contained helium per the Marketing Agreement.
In the future, we anticipate diversifying our revenue by supplying natural gas as feedstock for energy transition products, including, without limitation, net zero energy, blue hydrogen and blue ammonia production. Upon completion and operation of the Pecos Slope Plant, which is expected to occur in the fourth quarter of 2025, we expect to process helium and natural gas independently, enabling us to generate revenue from helium sales.
Customers
Our prospective customers in the near term include Tier 1 industrial gas companies, Tier 2 industrial gas companies, and balloon gas distributors. We currently sell our natural gas and natural gas liquids to IACX pursuant to the Marketing Agreement at a price based on an index price from the purchaser. The Marketing Agreement expired on May 31, 2024, and continues on a month-to-month basis and on the same terms and conditions as those applicable during the initial term unless and until terminated by either NEH or IACX upon 30 days’ prior written notice to the other party. As of March 31, 2025, the Marketing Agreement remains in effect.
In addition, we have entered into agreements with Air Life Gases USA, Inc. (“AirLife”) and Matheson Tri-Gas, Inc. (“MTG”), pursuant to which we will supply 50% of the helium produced from the Pecos Slope Plant to each company. These agreements are contingent on the Pecos Slope Plant commencing operations and provide a foundation for future helium sales.
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Key Agreements
Sales Agreements
In anticipation of securing future revenue and establishing our position in the helium industry following the establishment of the Pecos Slope Plant, NEH Midstream entered into certain sales agreements with two purchasers for the helium anticipated to be produced by the Pecos Slope Plant.
We agreed to sell fifty percent (50%) of the helium generated from the Pecos Slope Plant each month to AirLife Gases USA, Inc. in the form of liquefied helium, pursuant to that certain Contract for Sale and Purchase of Liquid Helium dated August 25, 2023 (the “Liquid Helium Agreement”). Following entry into the Liquid Helium Agreement, we would provide fifty percent (50%) of the helium generated from the Pecos Slope Plant to AirLife each month, in the form of liquefied helium, less two percent (2%) tolling losses.
We also agreed to sell fifty percent (50%) of the gaseous helium generated monthly at the Pecos Slope Plant to MTG, pursuant to a certain gaseous helium sales agreement entered into in the third fiscal quarter of 2023 (the “Gaseous Helium Agreement”).
The Liquid Helium Agreement and the Gaseous Helium Agreement each have a mechanism of price reopener negotiations, with a scheduled price reopener negotiation at the end of the fifth year, and an unscheduled price reopener negotiation that may be requested by either party, on one occasion each, at any time after the end of the third year.
Both the Liquid Helium Agreement and the Gaseous Helium Agreement have a term of 10 years from the date on which the first container of liquid helium is filled at the tolling facility for the helium buyer (for Liquid Helium Agreement) or from the date on which the first tube trailer of gaseous helium is filled at the Pecos Slope Plant for the helium buyer (for Gaseous Helium Agreement) (the “Commencement Date”). If the Commencement Date has not occurred by November 30, 2025 (for Liquid Helium Agreement) or July 1, 2025 (for Gaseous Helium Agreement), the buyer would have the right to terminate the Liquid Helium Agreement or the Gaseous Helium Agreement, as the case may be. The Commencement Date depends on the completion and beginning of operations of our Pecos Slope Plant. Based on the current stage of the development and construction of its Pecos Slope Plant and the advice of the engineering consultants, our management believes that it is unlikely that we will be able to secure funding, complete construction of the helium extraction plant and commence helium deliveries prior to July 1, 2025. We believe that we will be able to secure funding, complete construction of the helium extraction plant and commence helium deliveries prior to November 30, 2025. The Liquid Helium Agreement can also be terminated if helium deliveries are less than 6,000,000 standard cubic feet during any 12 consecutive month period due to a force majeure event, due to a material breach of the agreement by either party or financial insolvency. While it is possible that the buyers could terminate the agreements in such situations, we believe that it is more likely that such buyers would try to renegotiate the agreement on terms that are less favorable for NEH. In the event of early termination, we believe that we will have the ability to secure replacement customers with price, terms and conditions reflecting then current market conditions.
Helium Tolling Agreement
NEH entered into the Helium Tolling Agreement with Keyes Helium Company (“KHC”) dated as of September 1, 2023 (the “Helium Tolling Agreement”), pursuant to which we would receive tolling services with respect to our crude helium subject to available capacity at KHC’s plant, and such crude helium would be purified and liquified by KHC into liquid helium and filled into containers for delivery pursuant to the Liquid Helium Agreement. Tolling services provided by KHC to NEH Midstream LLC under the Helium Tolling Agreement will be for quantities sold to AirLife pursuant to the Liquid Helium Agreement. KHC is obligated to provide tolling services to NEH but there is no firm volume commitment to NEH; instead, KHC’s commitment to NEH is on a space available basis. KHC’s obligation to provide tolling services to NEH is subordinate to KHC’s obligation to provide tolling services to other third-parties. This means that a third party may use up KHC’s plant capacity and leave less capacity for NEH. Therefore, even if KHC does not terminate the Helium Tolling Agreement, there is a risk to NEH that KHC will not have sufficient capacity available to fulfill all of NEH’s requirements for tolling services.
The Helium Tolling Agreement has a term of 5 years from the date on which we commence deliveries of gaseous helium to the third-party tolling facility (“Tolling Commencement Date”). We have the right to solicit third-party proposals to provide tolling services during the third contract year of the Helium Tolling Agreement and would have the opportunity to terminate the agreement at the end of the third contract year if the counter-party declines to match a more favorable third-party offer.
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Since the Tolling Commencement Date has not occurred by September 30, 2024, KHC has the right to terminate the Helium Tolling Agreement. We intend to request that this deadline be extended. The Helium Tolling Agreement can also be terminated prior to the end of its term if (i) the reliability of the counter-party’s delivery of tolling services falls short of specified levels, (ii) due to a material breach of the agreement by either party or (iii) financial insolvency. In the event of early termination, we believe that it would be able to secure a tolling agreement with another party. The cost of tolling services in a replacement tolling agreement could be higher than the cost of tolling services in the existing agreement, but the difference would not be expected to be material to our helium business.
If KHC terminates the Helium Tolling Agreement, management believes it will be able to obtain alternative tolling services, since there is significant excess helium liquefaction capacity available in the United States.
KHC has provided verbal indication to us that it is unlikely to terminate the Helium Tolling Agreement. Despite such verbal indication, termination of the Tolling Agreement or KHC’s insufficient firm tolling capacity creates risk that NEH would be unable to obtain the required tolling services from a third-party or that the cost of such tolling services would be higher than the cost included in the Helium Tolling Agreement. In either case, the profitability resulting from the Liquid Helium Agreement with AirLife could be less than NEH’s financial projections.
We believe that given current and expected helium market conditions, tolling services will be available from third parties, including Tumbleweed Midstream, which operates a helium liquefaction plant in Cheyenne Wells, Colorado; or other third parties. While it is possible that the price of such tolling services from these companies could be higher than the price from KHC, NEH does not believe that the difference in price would materially impact the profitability of the Liquid Helium Agreement with AirLife.
Government Regulations
The sale, distribution and handling of our helium is subject to federal and state regulation, including the Resource Conservation and Recovery Act, the Safe Drinking Water Act, the Clean Water Act and the National Environmental Policy Act, among others.
Reserves
The annual reserve report as of December 31, 2024 and dated February 28, 2025 (the “Appraisal Report”) prepared by MKM Engineering, a firm providing consulting services in the oil and gas industry, contains estimates of Solis Partner’s proved and probable reserves and forecasts of the resulting economics attributable to Solis Partner’s and NEH Midstream, LLC’s properties in Chaves County, New Mexico. MKM Engineering prepared the Appraisal Report for NEH’s use in filing with the SEC and contains such assumptions, data, methods and procedures determined by MKM Engineering as appropriate for the purpose of preparing such Appraisal Report.
Internal Controls
Our internal controls for the preparation of annual reserve reports require the report to be prepared by a qualified independent third-party reserve consultant qualified in the preparation of SEC Reserve Reports. The Appraisal Report was prepared by Michele K. Mudrone of MKM Engineering.
Michele Mudrone, a License Professional Engineer in the State of Texas, is a graduate of the Colorado School of Mines with a degree in Petroleum Engineering. She has been a practicing consulting petroleum engineer at MKM Engineering since 2011 and has over 35 years of prior industry experience.
As part of our internal controls, NEH’s Executive Vice President of Engineering and Operations, H. Patrick Seale, has the primary responsibility of reviewing the preparation of the Appraisal Report. The Appraisal Report has also been reviewed by NEH’s Chief Financial Officer, Chief Executive Officer and Chief Geologist.
H. Patrick Seale is an experienced oil and gas executive with 48 years of petroleum engineering experience, including 34 years in senior management, in the domestic and international oil and gas industry and international banking. Mr. Seale has experience in all phases of exploration, exploitation and production, including operations management, reservoir engineering, production engineering, drilling, completion and stimulation design, facility design, property evaluations, reserve assessments and mergers & acquisitions. He received a Bachelor of Science in Petroleum Engineering from the University of Texas at Austin, Summa Cum Laude (with Highest Honors).
To prepare the annual reserve estimates in the Appraisal Report, NEH and MKM Engineering employed a number of industry technologies to evaluate and determine the annual reserves and establish the appropriate level of certainty of the reserve estimates.
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These technologies included: (i) well log evaluation and analysis, (ii) petrophysical analysis of the ABO, (iii) monthly production data for all NEH Pecos Slope wells, (iv) decline curve analysis and forecasting of future production, (v) sampling and audit of helium content in 315 NEH wells to establish helium content by field development areas of the Pecos Slope ABO field, (vi) analysis of historical well file data including drilling & completion data and frac job designs used to date, (vii) monthly revenue statements to evaluate actual product prices received and (viii) NEH’s monthly lease operating expense data.
Proved and Probable Reserves
The following table is a summary of proved oil and natural gas reserves at December 31, 2024:
Oil
NGL
Gas
(MBbl)
(MBbl)
(MMcf)
MMcfe
Proved Developed
41
—
29,629
29,876
Proved Undeveloped
—
4,147
30,741
55,622
Total Proved
41
4,147
60,370
85,498
As noted above, the Company has 85,351 MMcfe of proved hydrocarbon reserves. Included in the proved hydrocarbon reserves is approximately 55,622 MMcfe of proved undeveloped hydrocarbon reserves.
The following table is a summary of probable oil and natural gas reserves at December 31, 2023:
Oil
NGL
Gas
(Bbl)
(Bbl)
(Mcf)
Mcfe
Probable Developed
—
—
—
—
Probable Undeveloped
—
8,189
117,294
166,430
Total Probable
—
8,189
117,294
166,430
The estimates of probable reserves have not been adjusted for uncertainty, and therefore they may not be comparable with, and should not be summed arithmetically with estimates for proved reserves.
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The following table reflects changes in the Company’s proved undeveloped oil and gas reserves:
Well
Oil
NGL
Gas
Count
MBbl
MBbl
(MMcf)
(MMcfe)
Reserves at Dec. 31, 2021
—
—
—
—
—
Extensions
91
—
4,232
33,785
59,178
Improved Recovery
—
—
—
—
—
Technical revisions
—
—
—
—
—
Acquisitions
—
—
—
—
—
Discoveries
—
—
—
—
—
Dispositions
—
—
—
—
—
Economic factors
—
—
—
—
—
Production
—
—
—
—
—
Reserves at Dec. 31, 2022
91
—
4,232
33,785
59,178
Extensions
1
—
233
—
1,395
Improved Recovery
—
—
—
—
—
Technical revisions
(12)
—
(593)
(4,230)
(7,788)
Acquisitions
—
—
—
—
—
Discoveries
—
—
—
—
—
Dispositions
—
—
—
—
—
Economic factors
—
—
—
—
—
Production
—
—
—
—
—
Reserves at Dec. 31, 2023
80
—
3,872
29,555
52,785
Extensions
—
—
—
—
—
Improved Recovery
—
—
—
—
—
Technical revisions
—
—
266
1,062
2,661
Acquisitions
—
—
—
—
—
Discoveries
—
—
—
—
—
Dispositions
—
—
—
—
—
Economic factors
—
—
9
124
176
Production
—
—
—
—
—
Reserves at Dec. 31, 2024
80
—
4,147
30,741
55,622
As the Company’s reserve profile is predominantly natural gas, an equivalent mcf is used in the table above. The conversion is calculated by multiplying the oil and NGL barrels by six to arrive at an equivalent mcf. This calculation is based on one barrel of crude oil having approximately the same energy content as six mcf of gas.
The extensions during 2022 were added primarily due to the planned acquisition, construction and installation of a gas processing facility and a gathering system which made these wells economic. In addition, through the Company’s planned efforts to raise capital through project and equity financing, and expected future cash from operations, the Company expected to be able to fund the drilling of these locations and complete the drilling within 5 years.
The technical revision noted in the above table during 2024 were related to well performance. The technical revisions noted in the above table during 2023 were a result of a delay in the drilling program which was due to a delay in the start of operations of the Pecos Slope Gas Plant. None of the revisions were related to changes in product prices or costs.
During the years ended 2022, 2023 and 2024, no proved undeveloped reserves were converted into proved developed reserves.
All proved undeveloped hydrocarbon reserves and proved undeveloped helium volumes are scheduled to be developed within 5 years of the date of this Report. In addition, we have material amounts of probable undeveloped hydrocarbon reserves and probable undeveloped helium volumes that will be developed beginning in 2029 and beyond. The timing of the development of these hydrocarbon reserves and helium volumes were scheduled in order to maintain the nameplate capacity of 20,000 MCF/day of inlet gas for our owned and operated Pecos Slope Gas Plant over the useful life of the plant. The development schedule will also allow us to fulfill the terms of our two 10-year helium contracts.
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Oil and Gas Production Volumes, Prices and Costs
The following table is a summary of oil and natural gas production sold:
Oil
NGL
Gas
(Bbl)
(Bbl)
(Mcf)
Mcfe
For the year ended December 31, 2021
302
—
1,136,812
1,138,621
For the year ended December 31, 2022
1,421
3,148
1,112,169
1,139,580
For the year ended December 31, 2023
2,076
2,285
830,145
856,306
For the year ended December 31, 2024
325
4,379
903,985
932,207
The following table is a summary of average sale prices received and average production costs per Mcfe, excluding ad valorem and severance tax:
Oil
NGL
Gas
Production Cost
$per
$per
$per
$per
Bbl
Bbl
Mcf
Mcfe
For the year ended December 31, 2021
$
75.78
$
—
$
3.11
$
1.42
For the year ended December 31, 2022
$
93.40
$
84.35
$
3.44
$
1.25
For the year ended December 31, 2023
$
77.56
$
64.73
$
0.37
$
1.49
For the year ended December 31, 2024
$
82.48
$
58.05
$
0.28
$
1.10
Gas prices noted in the above table are net of processing and transportation costs of $1.68, $2.12, $1.42, and $1.16 for the years ended December 31, 2021, 2022, 2023, and 2024, respectively.
Drilling and Other Exploratory and Development Activities
The Company has drilled no exploratory or development wells during the years ended December 31, 2021, 2022 2023, and 2024. In addition, the Company currently has no wells in the process of being drilled. The Company has engaged a third party to construct a processing plant. This plant is currently under construction.
Oil and Gas Properties, Wells, Operations, and Acreage
The following table is a summary of productive wells and acreage as of December 31, 2024:
Gross
Net
Oil wells
—
—
Gas wells
406
362
Total productive wells
406
362
Developed acreage
30,920
28,928
Undeveloped acreage
105,840
105,823
Total acreage
136,760
134,751
The numbers in the table above indicated as gross represent wells or acreage in which the company owns a working interest. The numbers in the table above indicated as net represent the Company’s fractional ownership working interest in gross wells or acreage.
Seven of the gas wells in the above table have multiple completions.
All of the developed and undeveloped acreage in the above table is held by production.
The Company has acquired all of its interests in acreage and wells from acquisitions. In all of its acquisitions, New Era Helium Corp has been assigned all of the rights, title and interests of its predecessors in the leases and wells conveyed. This has included all title research, well files and logs, division of interest records, joint operating agreements and miscellaneous contracts.
The company has not yet commissioned fully updated title opinions on its leases. We plan to complete this prior to any new drilling undertaken on a lease.
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Intellectual Property
We rely on trademark and trade secret laws, as well as employee and third-party non-disclosure, confidentiality and other types of contractual arrangements to establish, maintain and enforce our intellectual property rights, including with respect to our proprietary rights related to our products.
As of the date of this Report, we have the following trademarks:
Trademark
Country
Date of registration
Registration No.
RSH
United States
N/A — trademark application pending, submitted 6/30/2023.
N/A — application pending.
United States
N/A — trademark application pending, submitted 6/30/2023.
N/A — application pending.
We believe that the trademarks that we use in our business are important for building our brand image and brand recognition. Therefore, we intend to develop marketing strategies, including advertising and branding campaigns, accordingly.
Employees
As of March 31, 2025, we had 7 employees primarily based in our Midland, Texas office.
The table below breaks down our full-time personnel by function as of March 31, 2025:
Number of
Function
Employees
% of Total
Executive
2
28.6
General and Administrative
1
14.3
Engineering
1
14.3
Operations
2
28.6
Geology
1
14.3
Total
7
100.0
%
None of our employees are affiliated with the labor unions.
Legal Proceedings
From time to time, we may be party to or otherwise involved in legal proceedings arising in the ordinary course of business. We recognize provisions for legal proceedings in our financial statements, in accordance with accounting rules, when we are advised by independent outside counsel that (i) it is probable that an outflow of resources will be required to settle the obligation and (ii) a reliable estimate can be made of the amount of the obligation. The assessment of the likelihood of loss includes analysis by outside counsel of available evidence, the hierarchy of laws, available case law, recent court rulings and their relevance in the legal system. Our provisions for probable losses arising from these matters are estimated and periodically adjusted by management. In making these adjustments our management relies on the opinions of our external legal advisors. Management does not believe that there is any pending or threatened proceeding against us, which, if determined adversely, would have a material adverse effect on our business, results of operations or financial condition.