10-K: New Era Helium Inc. Navigates Path to Profitability with Helium-Focused Strategy
Annual Report
New Era Helium Inc. aims to become a leading helium and natural gas supplier, transitioning from a hydrocarbon focus to a helium-centric model with the construction of its Pecos Slope Plant.
Summary
- New Era Helium Inc. (NEHC) is an exploration and production company focusing on helium, natural gas, oil, and natural gas liquids, primarily sourcing helium from natural gas reserves in Chaves County, New Mexico.
- The company is transitioning its business model to focus on helium production and sales, targeting Helium Majors, Tier 2 gas companies, and balloon gas distributors.
- NEHC owns and operates 137,000 acres in Southeast New Mexico, with 85,498 MMcfe of proved hydrocarbon reserves and 166,430 MMcfe of probable hydrocarbon reserves.
- It also has approximately 422 MMcf of net proved undeveloped helium reserves and 788 MMcf of net probable undeveloped helium reserves.
- NEHC is constructing the Pecos Slope Plant, expected to commence operations in the fourth quarter of 2025, which is projected to significantly increase helium and natural gas production rates and lower costs.
- The company has entered into sales agreements with Air Life Gases USA, Inc. and Matheson Tri-Gas, Inc. to supply 50% of the helium produced from the Pecos Slope Plant to each company.
- NEHC completed a business combination with Roth CH Acquisition V Co. on December 6, 2024, and is listed on Nasdaq under the ticker symbol NEHC.
- The company is pursuing project financing to fund the Pecos Slope Plant, estimated to require an additional $45 million.
- NEHC reported a net loss of $13.78 million for the year ended December 31, 2024, compared to a net income of $10,145 for the year ended December 31, 2023.
- The company has a material weakness in its internal control over financial reporting.
Sentiment
Score: 5
Explanation: The document presents a mixed outlook. While the company has a clear strategy and potential for growth in the helium market, it faces significant financial challenges, including a net loss, a material weakness in internal controls, and the need to raise substantial capital. The delays in the Pecos Slope Plant and the potential termination of sales agreements add further uncertainty.
Positives
- The company's shift to helium production positions it to capitalize on favorable market conditions and supply shortages.
- NEHC has extensive reserves in Chaves County, New Mexico, providing a reliable domestic helium supply.
- The Pecos Slope Plant is expected to significantly increase production rates and lower costs.
- The company has secured sales agreements with Air Life Gases USA, Inc. and Matheson Tri-Gas, Inc., providing a foundation for future helium sales.
- The location of the reserves near helium liquefaction plants and pipeline systems provides logistical advantages.
- The company is diversifying its resources through providing natural gas as feedstock for energy transition sources such as net zero energy, blue hydrogen and blue ammonia.
Negatives
- The company reported a net loss of $13.78 million for the year ended December 31, 2024.
- NEHC has a material weakness in its internal control over financial reporting.
- The company needs to raise an estimated $45 million to fully develop the Pecos Slope field, and there is no assurance that it will secure this capital.
- The commencement date of certain material contracts could be delayed, resulting in early termination.
- The Appraisal Report included in this Report involves a significant degree of uncertainty and are based on projections that may not prove to be accurate.
Risks
- The company has a short operating history, making it difficult to evaluate its business and future prospects.
- The completed construction and commencement of operations of the Pecos Slope Plant cannot be assured.
- Scientific and technological changes may impact the demand for helium.
- Global health crises or catastrophes and other unforeseen or unavoidable events or market conditions may dampen demand for helium.
- Increases in extraction and production costs or disruptions in natural gas supplies could materially and adversely impact the business.
- A delayed commencement date or other events could result in an early termination of certain of the company's material contracts.
- The company may need to raise capital in the future, which may not be available on favorable terms, if at all, and which may cause dilution to its stockholders, restrict its operations or adversely affect its ability to operate and continue its business.
- The company has a material weakness in its internal control over financial reporting, which, if left unremedied, could materially and adversely affect the market price of its stock.
- The price of the company's securities may be volatile.
- The company may not be able to continue to satisfy listing requirements of Nasdaq to maintain a listing of its common stock.
- The company faces uncertainty and costly compliance with government regulations.
- The company operates on federal and state lands, which have rules and regulations related to its business and require it to pay royalties, which may adversely affect its operations.
- New regulations regarding greenhouse and other gases have increased in recent years, which may adversely affect the business.
- If the company is restricted or lack access to waste wells, it may be prevented from operating some or all of its wells, which generate the helium.
- If the company owns, operates, or acquires lands which release materials into the environment, it may be required to remediate such lands, which can be extremely costly.
- If the company's operations affect waters of the United States or endangered species, additional permits or authorizations may be needed, which could delay, hinder, or prevent new activities.
- The company will need to obtain permits for construction and operation of the Pecos Slope Plant. The cost, time, and outcome of seeking such permits is uncertain and could result in additional costs, delays and the inability to obtain the authorizations needed for the Pecos Slope Plant.
- Legislation, regulation, and other government actions and shifting customer and consumer preferences and other private efforts related to greenhouse gas (GHG) emissions and climate change could continue to increase the company's operational costs and reduce demand for its helium products, resulting in a material adverse effect on the company's results of operations and financial condition.
- The company is subject to cybersecurity risks to operational systems, security systems, or infrastructure owned by the company or third-party vendors or suppliers.
- The company operates in an intensely competitive business environment. The company may not be as successful as its competitors incorporating artificial intelligence (AI) into its business or adapting to a rapidly changing marketplace.
Future Outlook
The company expects to generate revenue from the future operation of its own natural gas processing plant, the Pecos Slope Plant, which is expected to commence operations in the fourth quarter of 2025. The company also plans to diversify its resources through providing natural gas as feedstock for energy transition sources such as net zero energy, blue hydrogen and blue ammonia.
Management Comments
- 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.
Industry Context
The global helium market has experienced supply shortages, driving up prices and creating opportunities for new entrants like New Era Helium. Geopolitical risks and increasing demand in electronics further heighten the uncertainty of helium supplies. The company's extensive reserves and the anticipated completion of the Pecos Slope Plant position it to capitalize on this market opportunity.
Comparison to Industry Standards
- The document mentions competition with major producers such as ExxonMobil and Helium Majors, as well as smaller exploration companies.
- The company's strategy of securing long-term contracts with Tier 1 and Tier 2 industrial gas companies is a common practice in the helium industry.
- The document does not provide specific comparisons to industry benchmarks for production costs, reserve estimates, or financial performance.
- The document does not provide specific comparisons to other helium exploration and production companies.
Related Party Transactions
- On July 31, 2024 (and effective as of July 1, 2024), NEH entered into a Retention and Consulting/Services Agreement with Tall City Well Service Co., LP, a Texas limited partnership owned by NEHs Chairman, Joel G. Solis (Tall City), pursuant to which Tall City shall deliver or otherwise make available workover rigs to NEH and shall act as a consultant for work associated with such workover rigs, providing maintenance and repair services for the workover rigs.
- NEH agreed to pay Tall City $720,000 as a retainer fee (the Retainer Fee) and shall pay for the services performed in accordance with Tall Citys standard invoicing practices and prices.
- The Retainer Fee shall be paid to Tall City with a 10% Secured Convertible Debenture due March 1, 2025 pursuant to Section 2.6 of a certain Securities Purchase Agreement dated as of February 23, 2024, which debenture was amended on July 31, 2024 (such amended debenture, the (Amended Solis Debenture).
- As a result of the Business Combination the Amended Solis Debenture was repaid.
Stakeholder Impact
- Shareholders face risks related to the company's financial performance, potential dilution from future equity issuances, and the volatility of the stock price.
- Employees are subject to insider trading policies and may be affected by changes in the company's operations and financial condition.
- Customers (Helium Majors, Tier 2 gas companies, and balloon gas distributors) are dependent on the company's ability to reliably supply helium.
- Suppliers and creditors are exposed to risks related to the company's ability to meet its financial obligations.
- The local community in Chaves County, New Mexico, may be affected by the company's operations and environmental impact.
Next Steps
- Complete construction and commence operations of the Pecos Slope Plant.
- Secure project financing to fund the Pecos Slope Plant.
- Maintain the listing of its securities on Nasdaq.
- Remediate the material weakness in internal control over financial reporting.
- Negotiate a Contract for Extraction and Sale of Federal Helium.
Key Dates
| Date | Description |
|---|---|
| June 1, 2021 | Date of the Gas Purchase Agreement between NEH and IACX. |
| September 24, 2020 | Company entered into an irrevocable standby letter of credit (LOC) and a promissory note with West Texas National Bank. |
| September 30, 2024 | KHC has the right to terminate the Helium Tolling Agreement if the Tolling Commencement Date has not occurred. |
| December 6, 2024 | Company completed the business combination with Roth CH Acquisition V Co. |
| December 6, 2024 | Company and an institutional investor (the EPFA Investor) entered into an Equity Purchase Facility Agreement (the EPFA). |
| December 6, 2024 | Company and an institutional investor (the Warrant Investor) entered into a securities purchase agreement (the Warrant Purchase Agreement). |
| December 6, 2024 | Company also entered into (a) a registration rights agreement with the EPFA Investor with respect to the resale of the shares of Common Stock issuable pursuant to the EPFA and the Notes, and (b) a registration rights agreement with the Warrant Investor with respect to the resale of the shares of Common Stock issuable pursuant to the terms of the Warrants. |
| December 6, 2024 | Stockholders holding at least 51% of the shares of Common Stock as of December 6, 2024 have executed voting agreements with the Company. |
| December 6, 2024 | The Company drew the first prepaid advance of $7,000,000, net of an original issue discount of $490,000 and debt issuance costs of $4,558,574. |
| December 6, 2024 | The Company, each of its subsidiaries (each, a Grantor), and the Investor, for itself and as the collateral agent (the Collateral Agent) for the benefit of the Secured Parties (as defined therein), entered into a Security Agreement (the Security Agreement) with respect to the Notes. |
| December 6, 2024 | Each of the Company's subsidiaries (the Guarantors) executed a guarantee agreement (the Subsidiary Guarantee), whereby each such Guarantor guaranteed to the EPFA Investor the prompt and full payment and performance of the Guaranteed Obligations of the Company under and pursuant to the Security Agreement. |
| December 31, 2024 | Annual reserve report date. |
| January 16, 2025 | Company issued another Senior Secured Convertible Promissory Note (the Subsequent Note) to the Investor in an aggregate principal amount of $3.0 million for an aggregate purchase price of $2.79 million after giving effect to a 7% original issue discount. |
| February 21, 2025 | Company and the Investor entered into an Amended and Restated Equity Purchase Facility Agreement (the A&R EPFA), which amends and restates the Existing EPFA in its entirety. |
| February 28, 2025 | Date of the annual reserve report. |
| March 4, 2025 | Company received a letter from Nasdaq (the Notice) which notified the Company that, for 30 consecutive business days, the Company's market value of listed securities (MVLS) closed below the $50,000,000 MVLS threshold required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) (the MVLS Rule). |
| March 24, 2025 | There were 14,125,152 shares of common stock of the Company issued and 13,950,794 shares outstanding. |
| March 31, 2025 | As of March 31, 2025, the Marketing Agreement remains in effect. |
| March 31, 2025 | As of March 31, 2025, the company had 7 employees. |
| July 1, 2025 | Matheson Agreement has the right to terminate the Gaseous Helium Agreement if the Commencement Date as defined in the Gaseous Helium Agreement does not occur. |
| September 2, 2025 | Company has 180 calendar days, or until September 2, 2025 (the MVLS Compliance Period), to regain compliance with the MVLS Rule. |
| November 30, 2025 | AirLife has the right to terminate the Liquid Helium Agreement if the Liquid Helium Commencement Date has not occurred. |
| Fourth quarter 2025 | Pecos Slope Plant is expected to commence operations. |
Keywords
helium, natural gas, Pecos Slope Plant, reserves, production, exploration, oil, NGL, New Mexico, financials
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