Minn Shares Inc. (OTCMKTS:MSHS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
The disclosures set forth in Item 2.01 below are hereby
incorporated by reference into this Item 1.01.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
to an Agreement and Plan of Securities Exchange dated November
22, 2016 (the Exchange Agreement), by and among Minn Shares Inc.,
a Delaware corporation (the Company), Titan CNG LLC, a Delaware
limited liability company (Titan and together with the Company,
we, us, or our), and the holders of 100% of the outstanding
equity interests of Titan (the Members), the Company acquired all
of the Members equity interests in exchange for 12,424,058 shares
of the Companys common stock (the Securities Exchange). The
number of shares of common stock issued in the Securities
Exchange represents approximately 91.25% of the Companys total
outstanding shares of common stock on a post-transaction basis.
Accordingly, the Securities Exchange resulted in a change in
control of the Company. The Securities Exchange was effective as
of November 22, 2016.
The Securities Exchange will be accounted for as a capital
transaction. At the effective time of the Securities Exchange,
the business plan of Titan became the business plan of the
Company. Upon completion of the Securities Exchange, all officers
of the Company resigned and were replaced by officers designated
by Titan.
The foregoing description of the Exchange Agreement and the
transactions contemplated thereby does not purport to be complete
and is qualified in its entirety by reference to the Exchange
Agreement, a copy of which is filed as Exhibit 2.1 hereto and is
incorporated by reference herein.
On November 23, 2016, the Company and Shock Inc., a Delaware
corporation owned by John P. Yeros, Kirk S. Honour and Randy
Gilbert (the Management Entity) entered into an agreement and
plan of merger (the Merger Agreement) whereby the Management
Entity merged with and into the Company (the Management Entity
Merger). to the Merger Agreement, at the effective time of the
Management Entity Merger the separate corporate existence of the
Management Entity ceased and the issued and outstanding shares of
common stock of the Management Entity converted into 2,244,936
shares of the Companys common stock. As a result of the
Management Entity Merger, the Company succeeded as a party to
employment agreements with each of Messrs. Yeros, Honour and
Gilbert (the J. Yeros Employment Agreement, K. Honour Employment
Agreement and R. Gilbert Employment Agreement, respectively, and
collectively, the Employment Agreements). See Description of the
Business of Titan Employees.
The foregoing description of the Merger Agreement and the
transactions contemplated thereby does not purport to be complete
and is qualified in its entirety by reference to the Merger
Agreement, a copy of which is filed as Exhibit 2.2 hereto and is
incorporated by reference herein.
As of the date of this report, there are 15,860,342 shares of
Company common stock and no shares of Company preferred stock
outstanding.
Description of the Business of Titan
Summary
Titan is a compressed natural gas (CNG) services business based
in Wayzata, Minnesota. We believe that the market for fueling
natural gas vehicles (NGVs) and other CNG applications is growing
for both environmental and economic reasons, and that the CNG
industry in general is currently undervalued as a result of the
fall in oil prices in 2014 and 2015. Despite oil having traded as
low as approximately $30 per barrel and thereby compressing the
price advantage natural gas has over gasoline or diesel, the
number of gallon equivalents of natural gas sold in the U.S. in
2015 increased by approximately 25%. We believe that while fleet
adoption to CNG has slowed relative to pre-2014 levels, the CNG
market will continue to grow over the next several years. Titans
strategy is to acquire existing stations and ancillary businesses
serving the CNG industry and to grow organically by constructing
public and private NGV stations on the back of long-term customer
contracts. Our management team and board of directors has
significant experience in acquiring companies, including
businesses in distress, and expects to use its acquisition and
capital structure experience as well as its operating expertise
to create value in the CNG industry.
We acquire, build and operate public and private CNG stations.
U.S. Gain, the fourth largest CNG station owner in the U.S.,
either currently manages or is expected to manage the point of
sale system, customer billing, and direct costs made up of
natural gas, electricity, and taxes for each of our stations. We
opened our first station in Lake Forest, California in February
2015, and in March 2016 Diamond Bar began operations of its CNG
station under a lease agreement with the State of California
South Coast Air Quality Management District (SCAQMD) in Diamond
Bar, California We also are currently constructing a private
station for Walters Recycling Refuse in Blaine, Minnesota which
we will operate under a seven year take-or-pay contract with
Walters. We believe that there are several potential acquisitions
available and are actively pursuing a number of acquisition
opportunities.
We expect to primarily use capital to:
| Pursue additional acquisitions of CNG related businesses; |
| Upgrade equipment at our El Toro and Diamond Bar stations; |
|
Complete construction of one additional station we have underway in Blaine, Minnesota; |
| Refinance short term indebtedness; |
| Hire additional personnel; and |
| Provide working capital for our operations and growth. |
Market Overview
We believe that there is an immediate opportunity to capture
market share in the growing U.S. natural gas vehicle fueling
market. According to the U.S. Department of Energy, in October
2016 natural gas was selling at retail in the U.S. at
approximately $2.05 per gas gallon equivalent while gasoline and
diesel were selling for approximately $2.24 and $2.38 per gallon,
respectively, per the U.S. Energy Information Administration.
Fleets operating under long term fueling contracts, which
represent a large part of the natural gas vehicle fueling market,
are paying well under $2.00 per gas gallon equivalent (GGE). We
expect this disparity to remain intact for the foreseeable
future, which creates a strong economic incentive for vehicle
operators to switch to CNG. In addition, CNG is a significantly
cleaner fuel than is gasoline or diesel and creates less engine
wear, thereby making its use even more desirable. As of October
2016, there are approximately 950 public CNG stations in the
United States based on information published by the U.S.
Department of Energy, compared to over 124,000 gasoline stations
across the country according to the Association for Convenience
and Fuel Retailing. The number of total CNG stations has been
growing at a compound annual growth rate of 14% since 2009. This
creates an obvious growth opportunity in the U.S. as fleets seek
to lower operating costs, reduce emissions, and meet
sustainability goals.
We believe the opportunity for natural gas as a vehicle fuel
source is permanent and growing in the United States. In
particular, fleets, especially those operated by large
corporations, are continuing to convert vehicles to run on
natural gas as opposed to gasoline or diesel for both
environmental as well as economic reasons. We believe that these
trends will continue for the more detailed reasons below:
According to NGV Journal, a natural gas trade publication, as of
2016 there were more than 22.4 million natural gas vehicles in
the world. Global usage of natural gas vehicles has grown at a
compound annual growth rate of 21.6% for a decade.
The U.S. represents less than 1% of total NGVs with approximately
150,000 natural gas vehicles in operation. That is compared with
over 250 million total vehicles in the U.S. As a result, the U.S.
is expected to see some of the fastest growth due to abundant
proven reserves and the low cost of domestically produced natural
gas. As a percentage of all natural gas consumed, natural gas for
transportation accounts for only 0.1%. Moreover, natural gas
represents less than 0.1% of the 44 billion gasoline gallon
equivalents consumed by fleet customers, the largest segment of
the addressable market. EIA Annual Energy Outlook 2014 estimates
that the U.S. heavy truck market will consume 12 billion diesel
gallon equivalents (DGEs) annually by 2040.
The raw cost of natural gas is less than $0.60 per GGE as of
August 2016. Even after adding electricity expenses to run a
compressor and other station equipment, and taxes, the average
gross margin earned by a station owner is approximately $1.00 per
GGE. At the retail pump average price of $2.05, natural gas
enjoys a $0.30 per GGE price advantage over diesel and a $0.20
per GGE advantage over gasoline as of October 2016. Because the
commodity cost for natural gas is significantly lower than
gasoline or diesel, natural gas could rise in price or oil could
reduce further in price and still allow for a meaningfully lower
price for CNG than for gasoline or diesel. And unlike gasoline
and diesel as oil prices rise CNG prices will likely remain
stable as natural gas is produced as a by product of oil
production.
Traditional natural gas produces up to 21% less greenhouse gases
than gasoline and diesel on a well-to-wheels basis according to
NGVAmerica, a national organization dedicated to the natural gas
vehicle industry, and renewable natural gas can achieve a greater
than 100% reduction in greenhouse gases according to Argonne
National Laboratory. At the same time CNG produces over 90% fewer
particulate emissions than diesel according to the U.S.
Department of Energy. Several municipalities are encouraging the
use of natural gas trucks because of cost savings and their
quieter, cleaner operation in urban settings.
The United States is the largest producer of natural gas in the
world with 689 trillion cubic feet of proven reserves and
production in 2015 of 728 billion cubic meters representing over
20% of the global output according to British Petroleum.
Corporations and governments looking to have a long-term reliable
stably priced transportation fuel source are increasingly
cognizant of the natural gas reserves available to U.S.
producers.
The federal government and numerous state and local governments
have offered grants and tax rebates, and have passed regulations
promoting the use of natural gas as a vehicle fuel source. In
addition many local and state governments operate natural gas
vehicles and have become anchor customers for public CNG stations
in order of promote CNG usage. We expect these incentives to
continue.
Natural gas is considered safer than petroleum products because
natural gas dissipates into the air when spilled, which
significantly reduces the risk of fire caused by spilled fuel.
Natural gas ignites at very high temperatures and a very narrow
oxygen concentration band, making it less ignitable than
gasoline. Also, CNG is not a threat to soil or groundwater as it
is stored in above ground tanks.
The United States natural gas distribution infrastructure has
primarily focused on supplying gas to end users for purposes of
home heating and electrical power generation. The United States
has a highly developed natural gas pipeline transportations
system. These large diameter, high pressure gas lines provide
natural gas to most parts of the country.
While pipelines are in place, there are still very few retail CNG
fueling stations. California has led the way on developing CNG
stations as part of its clean air initiative. However, there are
only approximately 950 public CNG stations and approximately 800
private stations.
The market for CNG fueling solutions is currently served by a few
larger operators and a number of smaller operators with a few
stations. The following are the primary competitors serving the
CNG market:
| Clean Energy |
| $608 million market capitalization as of September 6, 2016 |
| Owns and/or operates more than 570 CNG stations in 42 states |
| Sold 30 million CNG GGEs in 2015, a 16% increase over 2014 |
| TruStar |
| Operates 120 stations |
| Loves Travel Stops (formerly Trillium) |
| Purchased 40 Trillium stations in February 2016 |
| Now operating over 120 stations |
| U.S. Gain |
| Created by US Venture to focus on fleet CNG fueling needs |
| Owns/operates 52 stations |
|
Other smaller competitors include CNG 4 America, Questar Fueling, Clean N’ Green, IGS CNG Services, Freedom CNG, Sparq, Piedmont Natural Gas. |
Our Strategy
Our goal is to capitalize on the current and anticipated growth
in the use of natural gas vehicle fuels and to advance our
leadership position in that market. To achieve this, we are
pursuing the following strategies:
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Acquire existing CNG stations. Titan intends to identify, analyze, and acquire CNG refueling stations, with a particular focus on stations in the Midwest, West and Southwest regions of the United States. We will seek to acquire CNG refueling stations that we believe have above average sales growth and profit potential. Titans management team will conduct searchesin our target markets for CNG refueling stations that meet our preliminary acquisition criteria, which include the following: |
| demographic markets and geographic suitability; |
| status of station performance; |
| potential upside in performance improvement; |
| sales efficiency processes and resources; and |
| service market penetration opportunity. |
As we identify specific acquisition targets, the Titan management
team will analyze each targeted CNG station to determine if it is
a suitable acquisition target. Ifwe determine thata potential
target meets our criteria, thenwe will move toward more formal
discussions with the target’s ownership. Once negotiations
arecompleted and acquisition documents, including any financing
documents, are finalized, we will complete the transaction and
begin to implement our operating plans with respect to the
acquired station.
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Open public stations on the back of anchor fleet customers. We target high-volume fleet customers such as public transit, refuse haulers, regional trucking companies, vehicle fleets that serve airports and seaports and large national companies with distribution and service vehicles. For example, our Titan Diamond Bar station serves the SCAQMD as an anchor customer. |
|
Open private stations serving fleets under take-or-pay contracts. We intend to leverage our expertise in building and operating CNG stations by serving fleet customers that wish to have their own private station to fuel vehicles overnight using a time-fill system and during the day with a fast-fill capability. Our Walters Recycling Refuse station is being built solely for Walters use and Walters has agreed to purchase a minimum of 144,000 GGEs of fuel from us per year under a seven year contract. |
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Further develop Gain relationship. We believe our developing relationship with U.S. Gain (Gain) has significant potential. Gain has one of the largest networks of national fleet customers served through Gains 50 owned stations as well as through joint ventures with other station owners such as Titan. Gain has indicated a desire to continue to expand the relationship beyond our initial two stations of Titan El Toro and Diamond Bar. We believe that by combining Gains access to national fleets and our ongoing focus on finding local fleet customers as well as serving retail customers, we can accelerate our growth, increase sales, and improve our margins. |
|
Emphasize superior customer service. We work closely with our customers to understand their specific needs and provide relevant solutions. |
Our Target Customers
We target corporate fleet, government fleet and individual
customers. Our initial focus is on fleet customers with vehicles
that return to a common base each day. We believe that these
customers will benefit most immediately from the economic
advantages available through CNG usage. Specific types of fleets
targeted are:
Corporate Fleets:
Taxi Fleets: Taxis use a significant amount of fuel each day.
Although these vehicles generally have smaller on-board fuel
storage tanks, they fill them every day. Ford is selling the
Transit Connect for use as a NGV taxi and we believe that many
fleets see the value of paying half the price for CNG versus
gasoline and are already converting their entire fleets to run on
CNG. Taxi fleets already using CNG in certain locations, like
Southern California, are a logical target given the local nature
of operation and high mileage.
Waste Haulers: Titan believes that trash trucks are a natural
target market for CNG. The typical garbage truck has a fuel
economy of two to three miles per gallon and returns to its base
each day. Allied Waste, one of the two largest waste companies in
the U.S., only utilizes CNG vehicles at this point.
Oilfield Service Fleets: These truck fleets operate in an
out-and-back model that we believe is well-suited for a home
depot refueling option.
Local Day Job Fleets: We believe that local jobbers that are high
mileage users in a defined location represent an excellent target
market.
Airport Shuttle Buses: Shuttle bus fleets can leverage common
infrastructure around an airport and off-the-shelf engine
conversion options.
Long-Haul Class 8 Trucks: There are a growing number of trucks
utilizing CNG.
Government Fleets:
City Buses: Many municipalities, such as Los Angeles, operate
buses that run on CNG.
Municipal Trash Haulers: The same opportunity exists here as for
corporate fleets.
Other Government Fleets: Local, State and Federal governments
operate a wide range of fleet vehicles which are ripe to benefit
from the economic and ecological attributes of NGVs.
Individual Customers:
Commuter Cars: We expect the individual car market to continue to
develop, though more slowly than the fleet market.
Our Existing and Planned Stations
Our initial station, Titan El Toro in Lake Forest, California,
was opened in February 2015. This station, located immediately
off of Interstate 5 on El Toro Road is in a convenient location
and features a high fill rate compressor with four dispensers.
The station serves a variety of retail customers including ATT
vans, waste haulers, school buses, taxis and commuters. We
received $450,000 of state grants to assist in the development of
this station which we developed for approximately $2 million.
We lease the property for our El Toro station to a lease
agreement dated February 24, 2014 between Titan and Grace Whisler
Trust and Whisler Holdings LLC. The lease covers approximately
17,550 rentable square feet and has an initial 5-year term that
commenced in July 2014 and expires in February 2019. The lease is
net whereby we are required to pay operating expenses, including
all costs to maintain and repair the roof and structure of the
building, in addition to base rent. The lease contains one
renewal option for sixty months and a base rent ranging from
$10,000 to $11,604 per month through the term of the lease.
We began operating the Titan Diamond Bar station in March 2016.
The station is currently fueling 10,000 GGEs per month. The
SCAQMD is an ongoing customer, and we serve existing and new
retail customers as well. The location of this station is about
30 minutes away from Titan El Toro.
We lease the property for our Titan Diamond Bar station to a
lease agreement effective December 13, 2015 between the SCAQMD
and Titan Diamond Bar LLC, a wholly-owned subsidiary of Titan.
The lease covers approximately 10,000 rentable square feet and
has an initial 5-year term that commenced in December 2015 and
expires in December 2020. The lease provides for a base rent of
$1 for the entire term of the lease, and the SCAQMD has the right
to extend the lease for a period not to exceed five years
commencing January 1, 2021. to the lease, Titan Diamond Bar LLC
supplies the SCAQMD with CNG based on actual costs of CNG fuel,
including costs for natural gas and electricity, federal and
state of California excise taxes plus a fixed fee not to exceed
$0.50 per gas gallon equivalent (GGE).
We have an additional private station under development in
Blaine, Minnesota that will serve Walters Recycling Sanitation as
an anchor customer.
Sales and Marketing
Titan has developed a brand and website as a marketing tool. Our
strategy is to provide fast-fill, high reliability fueling
solutions and outstanding service that is reflected in our brand.
The Titan website, www.TitanNGV.com, is designed to generate new
customers while giving our existing customers and us a single
point of contact for CNG systems management, logistics
coordination, and operations.
Tax Rebate Opportunity
Under the Volumetric Excise Tax Credit (VETC), we are eligible to
receive a credit of $.50 per GGE of CNG sold for vehicle fuel
use. VETC went into effect on October 1, 2006 and has been
extended by Congress a number of times. Most recently, Congress
extended VETC in December 2015 through December31, 2016. There is
no assurance any such federal or state tax credits or incentives
will be renewed or be enacted or maintained in the future.
However, our business is not dependent on taxes or grants for
local, state or federal entities. However, when available, we
will actively pursue such incentives to lower development and
operating costs.
Employees
We currently have no employees. We pay John Yeros, our chief
executive officer, $10,000 per month as an independent contractor
to a consulting agreement entered into in March 2016, and we
expect to continue paying Mr. Yeros in accordance with the
consulting agreement until the effective date of the J. Yeros
Employment Agreement. The Company succeeded as a party to the J.
Yeros Employment Agreement and the other Employment Agreements as
a result of the Management Entity Merger. The Employment
Agreements will become effective upon the Company successfully
acquiring a third party with at least four (4) additional
compressed natural gas stations. We also pay Kirk Honour, our
president, $15,000 per month as an independent contractor to a
verbal agreement with the Company. We paid Kirk Honour $12,500
per month for his services in 2015.
J. Yeros Employment Agreement
The J. Yeros Employment Agreement provides for an initial term of
four years, with automatic extensions (absent notice to the
contrary) of one year upon the expiration of the initial term or
any renewal term. Under the J. Yeros Employment Agreement,
Mr.Yeros will be entitled tobase compensationof $240,000 per
year, incentive compensation based on Mr.Yeros performance as
determined by the Companys board of directors and awards of stock
options to any plans or arrangements the Company may have in
effect from time to time.
If Mr.Yeros is terminated without cause or he resigns with good
reason, he will be entitled to receive severance, subject to his
execution and non-revocation of a release of claims in favor of
the Company and its officers, directors and affiliates, equal to:
(A) any unpaid base salary, reimbursement for unpaid expenses and
all other accrued payments or benefits through his termination
date, plus (B) his monthly base salary at the level in
effect immediately prior to his termination date, multiplied by
the longer of (1)the period between his last day of employment
and the one year anniversary of his employment if his employment
is terminated prior to such one year anniversary or (2) six
months.
The J. Yeros Employment Agreement also includes a customary
confidentiality covenant and two-year post-termination
nonsolicitation and non-interference covenants.
K. Honour Employment Agreement
The K. Honour Employment Agreement provides for an initial term
of four years, with automatic extensions (absent notice to the
contrary) of one year upon the expiration of the initial term or
any renewal term. Under the K. Honour Employment Agreement,
Mr.Honour will be entitled tobase compensationof $180,000 per
year, incentive compensation based on Mr.Honours performance as
determined by the Companys board of directors and awards of stock
options to any plans or arrangements the Company may have in
effect from time to time.
If Mr.Honour is terminated without cause or he resigns with good
reason, he will be entitled to receive severance, subject to his
execution and non-revocation of a release of claims in favor of
the Company and its officers, directors and affiliates, equal to:
(A) any unpaid base salary, reimbursement for unpaid expenses and
all other accrued payments or benefits through his termination
date, plus (B) his monthly base salary at the level in
effect immediately prior to his termination date, multiplied by
the longer of (1)the period between his last day of employment
and the one year anniversary of his employment if his employment
is terminated prior to such one year anniversary or (2) six
months.
The K. Honour Employment Agreement also includes a customary
confidentiality covenant and two-year post-termination
nonsolicitation and non-interference covenants.
R. Gilbert Employment Agreement
The R. Gilbert Employment Agreement provides for an initial term
of four years, with automatic extensions (absent notice to the
contrary) of one year upon the expiration of the initial term or
any renewal term. Under the R. Gilbert Employment Agreement,
Mr.Gilbert will be entitled tobase compensationof $150,000 per
year, incentive compensation based on Mr.Gilberts performance as
determined by the Companys board of directors and awards of stock
options to any plans or arrangements the Company may have in
effect from time to time.
If Mr.Gilbert is terminated without cause or he resigns with good
reason, he will be entitled to receive severance, subject to his
execution and non-revocation of a release of claims in favor of
the Company and its officers, directors and affiliates, equal to:
(A) any unpaid base salary, reimbursement for unpaid expenses and
all other accrued payments or benefits through his termination
date, plus (B) his monthly base salary at the level in
effect immediately prior to his termination date, multiplied by
the longer of (1)the period between his last day of employment
and the one year anniversary of his employment if his employment
is terminated prior to such one year anniversary or (2) six
months.
The R. Gilbert Employment Agreement also includes a customary
confidentiality covenant and two-year post-termination
nonsolicitation and non-interference covenants.
From time to time we may employ additional full-time employees
and may also employ independent contractors, consultants and
temporary employees to support our operations. Our future success
will depend in part on our ability to attract, train, retain and
motivate highly qualified employees, who are in great demand. We
may not be successful in attracting and retaining such personnel.
We have never experienced a work stoppage.
Properties
For a description of our properties, see Description of the
Business of Titan Our Existing and Planned Stations.
Legal Proceedings
We are not currently a party to any litigation and we are not
aware of any pending or threatened litigation against us that
could have a material adverse effect on our business, operating
results or financial condition. We may be involved in various
legal proceedings from time to time.
IMPORTANT FACTORS REGARDING FORWARD-LOOKING
STATEMENTS
Certain of the statements set forth under the caption Description
of the Business of Titan constitute Forward Looking Statements.
Forward-looking statements include, without limitation, any
statement that may predict, forecast, indicate, or imply future
results, performance or achievements, and may contain the words
estimate, project, intend, forecast, anticipate, plan, planning,
expect, believe, will, will likely, should, could, would, may or
words or expressions of similar meaning.
All such forward looking statements involve risks and
uncertainties, including, but not limited to: (i) Titans
business, financial and operating strategies; (ii) our ability to
own, operate and market our stations services; (iii) our results
of operations; (iv) our ability to acquire, finance, develop and
open our stations on favorable terms; (v) our ability to
successfully operate CNG stations; (vi) expectations concerning
the feasibility of Titans business plans and assumptions; (vii)
the availability to secure working capital to grow and expand our
business; (viii) success of Titans efforts and acceptance by the
public of our model and services; and (ix) other statements that
are not historical facts. In addition, our results of operations
are subject to the risks described below under the heading Risk
Factors.
You are cautioned that there can be no assurance that the
forward-looking statements included in this Current Report will
prove to be accurate. In light of the significant uncertainties
inherent to the forward looking statements included herein, the
inclusion of such information should not be regarded as a
representation or warranty by us or any other person that our
objectives and plans will be achieved in any specified time
frame, if at all. Except to the extent required by applicable
laws or rules, we do not undertake any obligation to update any
forward-looking statements or to announce revisions to any of the
forward-looking statements.
RISK FACTORS
Investing in the Companys common stock involves a high degree
of risk. In addition to the other information set forth in this
Current Report on Form 8-K, you should carefully consider the
factors discussed below when considering an investment in our
common stock. If any of the events contemplated by the following
discussion of risks should occur, our business, results of
operations and financial condition could suffer significantly.
Additional risks and uncertainties not presently known to us or
that we currently deem immaterial may also impair our
business.
Risks Related to the Company
We have a limited operating history on which to base
an investment decision.
Titan was organized in 2012 and opened its first CNG station in
February 2015. Thus, we are subject to all the risks associated
with any business enterprise with a limited operating history.
Our prospects must be considered in light of the risks, expenses
and difficulties frequently encountered by companies in their
early stages of operation, especially in a relatively nascent and
capital intensive industry such as ours. We have not achieved
substantial revenues or profitability to date and have limited
operating history for you to consider in evaluating our business
and prospects. When evaluating our business and prospects, you
must consider the risks, expenses and difficulties that we may
encounter as a young company in a rapidly evolving consumer
market. These risks include, but are not limited to:
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our initial station, Titan El Toro, is not yet profitable, nor is Titan as a whole; |
|
we need to develop, protect and market our CNG stations/services successfully; |
|
we need to implement and successfully execute our sales and marketing strategies; |
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we need to manage our rapidly developing and changing operations; |
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we may require additional capital to acquire or develop additional CNG stations; |
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fleet and consumer vehicle preferences are subject to change; and |
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we need to recruit, build, retain and manage a larger management team. |
We will need substantial additional capital to fund
our growth plans and operate our business.
We require substantial additional capital to fund our planned
marketing and sales activities, to achieve profitability and to
otherwise execute on our business plan. The most likely sources
of such additional capital include private placements and public
offerings of shares of our capital stock, including shares of our
common stock or securities convertible into or exchangeable for
our common stock, debt financing or funds from potential
strategic transactions. We may seek additional capital from
available sources, which may include hedge funds, private equity
funds, venture capitalists, lenders/banks and other financial
institutions, as well as additional private placements. Any
financings in which we sell shares of our capital stock will
likely be dilutive to our current stockholders. If we raise
additional capital by incurring debt a portion of our cash flow
would have to be dedicated to the payment of principal and
interest on such indebtedness. In addition, typical loan
agreements also might contain restrictive covenants that may
impair our operating flexibility. Such loan agreements, loans, or
debentures would also provide for default under certain
circumstances, such as failure to meet certain financial
covenants. A default under a loan agreement could result in the
loan becoming immediately due and payable and, if unpaid, a
judgment in favor of such lender which would be senior to the
rights of our stockholders. A judgment creditor would have the
right to foreclose on any of our assets resulting in a material
adverse effect on our business, operating results or financial
condition.
Our ability to raise additional capital may depend in part on our
success in meeting station development, sales and marketing
goals. We currently have no committed sources of additional
capital and there is no assurance that additional financing will
be available in the amounts or at the times required, or if it
is, on terms acceptable or favorable to us and our current
members. If we are unable to obtain additional financing when and
if needed, our business will be materially impacted and you may
lose the value of your entire investment.
If we do not obtain sufficient additional capital or
generate substantial revenue, we may be unable to pursue our
objectives. This raises doubt related to our ability to continue
as a going concern.
Our independent registered public accounting firm has included an
explanatory paragraph in their opinion that accompanies our
audited financial statements as of and for the years ended
December 31, 2015 and 2014 indicating that our accumulated
deficit raises substantial doubt about our ability to continue as
agoing concern. If we are unable to improve our liquidity
position we might be unable to continue as agoing concern. This
could significantly reduce the value of our investors investment
in the Company.
We may incur significant costs to comply with public
company reporting requirements and other costs associated with
being a public company.
We may incur significantcosts associated withour public company
reporting requirements and other rules implemented by the
Securities and Exchange Commission. We expect all of these
applicable rules and regulations to increase our legal and
financial compliance costs and to make some activities more
time-consuming and costly. As a public company, we are required
to comply with rules and regulations of the SEC, including
expanded disclosure and more complex accounting rules. We will
need to implementadditional finance and accounting systems,
procedures and controls as we grow to satisfy these reporting
requirements. In addition, we may need to hire additional legal
and accounting staff to enable us to comply with these reporting
requirements. These costs could have an adverse effect on our
financial condition and limit our ability to realize our
objectives.
We may not be able to meet the internal control
reporting requirements imposed by the SEC.
As directed by Section 404 of the Sarbanes-Oxley Act, the SEC
adopted rules requiring each public company to include a report
of management on the companys internal controls over financial
reporting in its annual reports. While we expect to expend
significant resources in developing the necessary documentation
and testing procedures required by Section 404 of the
Sarbanes-Oxley Act, there is a risk that we may not be able to
comply timely with all of the requirements imposed by this rule.
If we are unable to do timely comply with all of these
requirements, potential investors might deem our financial
statements to be unreliable and our ability to obtain additional
capital could suffer.
Additionally, if our independent registered public accounting
firm is unable to rely on our internal controls in connection
with its audit of our financial statements, and in the further
event that it is unable to devise alternative procedures in order
to satisfy itself as to the material accuracy of our financial
statements and related disclosures, it is possible that we would
be unable to file our Annual Report on Form 10-K with the SEC,
which could also adversely affect our ability to secure
additional capital.
Our business faces intense competition.
There are numerous other companies that presently compete with us
in the CNG fleet fueling station market, such as Clean Energy
Fuels, Trillium, TruStar and U.S. Gain amongst others. Many of
the companies that compete or may compete with us have greater
market exposure, personnel, and financial resources than we do.
We also face competition in many of the markets where we operate
or intend to operate from natural gas utilities that operate
public CNG stations. These utilities have a lower cost of capital
and easier access to natural gas lines than we do. There can be
no assurance that the Companys plans for marketing our services
will be successful, or that the Company will attain significant
sales or profitability. We anticipate that we will incur losses
for some time into the future until such time, if any, that we
achieve sales sufficient to support our operations. There can be
no assurance that we will be successful in addressing any of the
many risks we face.
Our near-term results of operations are dependent on
sales from our initial California CNG stations.
Our near-term financial success and revenue will result entirely
from marketing our services at our initial California CNG
stations, Titan El Toro and Titan Diamond Bar, which will
generate all of our near-term net sales over the next three
months. Thus, our financial performance remains dependent on
these stations success. We may not be able to complete the
development of the Titan Blaine Station for economic or other
reasons, which would make us more dependent on our initial Titan
El Toro and Titan Diamond Bar locations going forward.
We partially funded the construction of our Titan El
Toro station using grant funds that we are required to repay if
we do not satisfy certain operational metrics.
We received grants in the amount of $450,000 in 2013 from the
California Energy Commission (CEC)to provide funds to assist in
the construction andequipping of our Titan El Toro station. We
used the grant funds to complete the construction of our Titan El
Toro station ascontemplated in the grant agreement. The project
was completed by an affiliate of the Company, as defined in the
grant agreement. The grant proceeds are subjectto repayment if we
do not satisfy certain operational metrics contained in the grant
agreement through September 2018. Webelieve that we can satisfy
theseobjectives, although we cannot provide assurance that we
will succeed in satisfying them. In addition, the use of an
affiliate of the Company on the project could be construed
asrequiring an amendment to the grant agreement or consent from
the CEC, neither ofwhich has been obtained by the Company. Our
financial condition could be materially adversely affected if we
are required to repay the grant proceeds that we used to
construct our Titan El Toro station.
Many of the key personnel on which we depend to
operate our company provide their services to us on a part-time
basis and have other business or employment
obligations.
Our ability to execute our business plans and objectives depends,
in large part, on our ability to attract and retain qualified
personnel. Competition for personnel is intense and there can be
no assurance that we will be able to attract and retain
personnel. In particular, we are presently dependent upon the
services of our management team and founder members, most of whom
are part-time. John Yeros, chief executive officer, and Kirk
Honour, president, are the only full-time members of our
management team. Our inability to utilize their services could
have an adverse effect on us and there would likely be a
difficult transition period in finding replacements for any of
them. The execution of our strategic plan will place increasing
demands on our management and operations. There can be no
assurance that we will be able to effectually manage any
expansion of our business. Managements inability to manage our
growth effectively could have a material adverse effect on our
business, financial condition and results of operations.
We are controlled by our current executive officers,
directors and principal stockholders.
Immediately following the completion of the Securities Exchange
with the members of Titan CNG and the Management Entity Merger,
our executive officers, directors and principal stockholders
beneficially own approximately 87% of our outstanding common
stock. Accordingly, our executive officers, directors and
principal stockholders will have the ability to exert substantial
influence over our business affairs, including electing
directors, appointing officers, determining officers
compensation, issuing additional equity securities or incurring
additional debt, effecting or preventing a merger, sale of assets
or other corporate transaction and amending our articles of
incorporation. See Security Ownership of Certain Beneficial
Owners and Management.
We may not successfully manage our planned
growth.
We plan on expanding our business through developing additional
CNG refueling facilities. Any expansion of operations we may
undertake will entail risks and such actions may involve specific
operational activities that may negatively impact our
profitability. Consequently, investors must assume the risk that
(i) such expansion may ultimately involve expenditures of funds
beyond the resources available to us at that time, and (ii)
management of such expanded operations may divert managements
attention and resources away from its existing operations. These
factors may have a material adverse effect on our present and
prospective business activities.
Our business is dependent on fluctuating oil prices
and general U.S. economic conditions.
Demand for our products is dependent on fluctuating oil prices.
Generally, if the price of oil is high, then we expect more
demand for CNG, which costs less than gasoline or diesel fuels
derived from oil. On the other hand, if oil prices are lower,
then we expect that potential users of CNG may feel less
compelled to use CNG-fueled vehicles, lowering demand for CNG.
Several economic and other factors can cause fluctuations in the
price of oil, such as economic recession, inflation, unemployment
and interest rates. Such changing conditions could reduce demand
in the marketplace for our services. We have no control over
these macroeconomic trends or the price of crude oil. Moreover,
our operating results may fluctuate significantly from period to
period as a result of a variety of factors, including purchasing
patterns of customers, partner requirements, competitive pricing,
debt service and principal reduction payments and general U.S.
economic conditions. Consequently, our revenues may vary by
quarter, and our operating results may experience resulting
fluctuations that may be material.
RISKS RELATED TO THE CNG INDUSTRY
Our success depends on the continued adoption of
natural gas as a vehicle fuel.
We solely serve operators of natural gas vehicles. Our business
model is predicated on the continued purchase of natural gas by
existing customers and on the expectation that fleets and other
customers will operate more vehicles on natural gas in the future
and that new customers will come to our public stations in the
future. In the event that demand for CNG does not increase, or
even decreases, we will be unlikely to achieve our forecasted
results. Reasons for a decrease in demand for CNG could include
significant decreases in oil prices or increases in natural gas
prices, changes in regulations, alternative technologies being
deemed as superior, lack of availability of NGVs and engines for
conversion, lack of availability of vehicle servicing and a
reduction in the number of CNG stations in the U.S.
There are a limited number of original manufacturers
producing NGVs and NGV fuel tanks, which limits our customer base
and sales.
There are a limited number of original equipment manufacturers of
NGVs and the engines, fuel tanks and other equipment required to
upfit a gasoline or diesel engine to run on natural gas. In the
past, manufactures of NGVs have entered the market and then
stopped production of NGVs. If existing customers are unable to
replace their natural gas vehicles or new customers are unable to
obtain NGVs, our business will be adversely affected.
Our business, and our relationship with Gain in
particular, is dependent on Class 8 truck use of CNG continuing
to develop, which might not happen.
We believe the execution of our strategy in general, and in
particular our relationship with U.S. Gain, which serves Class 8
truck fleets, is dependent on the development of a meaningful
market in the U.S. for heavy-duty natural-gas trucks. Natural gas
equipment manufacturers may not produce engines or tanks in the
quantities we expect and Class 8 fleet operators may not adopt
CNG as rapidly as we expect. If this were to occur, our results
would be negatively impacted.
Government incentives promoting CNG may be reduced or
eliminated.
We received state government grants to assist us in building our
Titan El Toro station and many of our customers received tax
incentives to offset part or all of the additional up front cost
to acquire NGVs or convert vehicles to run on natural gas. In
addition, many states offer waivers on vehicle weight to allow
for NGVs to operate. These incentives may not continue and if
that were to occur, our business may be adversely affected.
Improvements in technologies relating to gasoline and
diesel emission reduction or in electric vehicle power could
reduce NGV demand.
We believe that our customers operate NGVs in part due to the
lower emissions relative to gasoline and diesel, yet higher power
relative to electric or other alternative fuel vehicles. In the
event that technologies are developed that either reduce the
emissions in gasoline and diesel powered vehicles or improve the
operating capabilities of electric, solar, or other alternative
fuel technology vehicles, the demand for NGVs could be
significantly reduced. Any such reduction in the demand for NGVs
will adversely affect our financial performance.
Our station development could be delayed or have cost
overruns due to permitting processes or lack of availability of
suitable properties.
We rely on acquiring or leasing suitable properties on which to
build our CNG stations. In addition, we are required to obtain a
number of permits from various government agencies in order to
build and operate our stations. Any inability to find suitable
properties in a timely manner and with the right value
proposition, or a delay in permitting or a requirement to change
our architectural and engineering plans to obtain permits could
adversely affect our business.
Breaches in information technology security could
harm our business.
In the event that our networks and data are compromised by
hackers or other external threats, our ability to operate our
business could be harmed. In addition, if our customer data is
stolen, we may lose customers. In any such event or related
event, our business could be materially harmed or damaged.
Government customers could be subject to reduced
funding or a change in mission.
We serve the State of California South Coast Air Quality
Management District (SCAQMD) as a customer at our Titan Diamond
Bar station, and will continue to seek long-term CNG contracts
with various federal, state and local government entities. If
these government agencies no longer receive funding or there is a
change in their mission, we may lose them as customers which may
adversely affect our business.
CNG stations could experience safety
issues.
Our stations operate under high pressure and could potentially
explode or catch on fire and cause death or injury. If this were
to occur, we could face liabilities that could negatively impact
our business.
Our business is subject to various government
regulations that could change in a way that harms our
business.
Various aspects of our business are regulated by a variety of
federal, state and local government agencies. Compliance with
these regulations is difficult and costly. In addition, these
regulations change frequently and may become more onerous or
costly to comply with. Our failure to comply with these
regulations or adjust to regulatory changes could result in
costly monetary penalties or prohibit us from providing services
to government entities, either of which would negatively impact
our business.
RISKS RELATED TO OUR SECURITIES
Because we were considered to be a shell company
under applicable securities rules, investors might not be able to
rely on the resale exemption provided by Rule 144 of the
Securities Act and might therefore be unable to resell their
shares.
We were considered to be a shell company under Rule 405 of
Regulation C of the Securities Act. A shell company is a company
with either no or nominal operations or assets, or assets
consisting solely of cash and cash equivalents. to Rule 144, one
year must elapse from the time a company ceases to be a shell
company before a restricted shareholder can resell their holdings
in reliance on Rule 144. Under Rule 144, restricted or
unrestricted securities that were initially issued by a reporting
or non-reporting shell company or a company that was at any time
previously a reporting or non-reporting shell company, can only
be resold in reliance on Rule 144 if the following conditions are
met: (1) the issuer of the securities that was formerly a
reporting or non-reporting shell company has ceased to be a shell
company; (2) the issuer of the securities is subject to the
reporting requirements of Section 13 or 15(d) of the Exchange
Act; (3) the issuer of the securities has filed all reports and
material required to be filed under Section 13 or 15(d) of the
Exchange Act, as applicable, during the preceding twelve months
(or shorter period that the issuer was required to file such
reports and materials), other than Form 8-K reports; and (4) at
least one year has elapsed from the time the issuer filed the
current Form 10 type information with the SEC reflecting its
status as an entity that is not a shell company. As a result, our
investors are not allowed to rely on Rule 144 of the Securities
Act for a period of one year from the filing date of this report.
Because investors may not be able to rely on an exemption for
theresaleof their shares other than Rule 144, and there is no
guarantee that we will continue to file all reports and material
required to be filed under applicable rules and regulations of
the SEC, they may not be able to re-sell their shares in the
future.
There is no established trading market for our common
stock, and our stockholders may be unable to sell their
shares.
There is no established market, private or public, for any of our
securities and there can be no assurance that a trading market
will ever develop or, if developed, that it will be maintained.
There can be no assurance that the Companys stockholders will
ever be able to resell their shares.
Our common stock is subject to the penny stock rules
of the SEC, which restrict transactions in our stock and may
reduce the value of an investment in our stock.
Our common stock is currently regarded as a penny stock because
our shares are not listed on a national stock exchange or quoted
on the NASDAQ Market within the United States and our common
stock has a market price less than $5.00 per share. The penny
stock rules require a broker-dealer to deliver a standardized
risk disclosure document prepared by the SEC, to provide a
customer with additional information including current bid and
offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction, monthly
account statements showing the market value of each penny stock
held in the customer’s account, to make a special written
determination that the penny stock is a suitable investment for
the purchaser, and receive the purchaser’s written agreement to
the transaction. To the extent these requirements may be
applicable; they will reduce the level of trading activity in the
secondary market for our common stock and may severely and
adversely affect the ability of broker-dealers to sell our common
stock.
We have never paid and do not expect to pay cash
dividends on our shares.
We have never paid cash dividends, and we anticipate that any
future profits received from operations will be retained for
operations. We do not anticipate the payment of cash dividends on
our capital stock in the foreseeable future and any decision to
pay dividends will depend upon our profitability, available cash
and other factors. Therefore, no assurance can be given that
there will ever be any cash dividend or distribution in the
future. See Dividend Policy.
We may in the future issue additional shares of our
common stock which would reduce investors ownership interests in
us and which may dilute our share value.
Our certificate of incorporation authorizes the issuance of
110,000,000 shares consisting of: (i) 100,000,000 shares of
common stock, par value $0.0001 per share; and (ii) 10,000,000
shares of preferred stock, par value $0.0001 per share. The
future issuance of all or part of our remaining authorized common
stock or preferred stock may result in substantialdilutionin the
percentage of our common stock held by our then existing
stockholders. We may value any common stock issued in the future
on an arbitrary basis. The issuance of common stock for future
services or acquisitions or other corporate actions may have the
effect of diluting the value of the shares held by our investors,
and might have an adverse effect on any trading market for our
common stock.
The Companys certificate of incorporation permits the
board of directors to issue stock with terms that may subordinate
the rights of common stockholders or discourage a third party
from acquiring the Company in a manner that might result in a
premium price to the Companys stockholders.
The Companys board of directors, without any action by the
Companys stockholders, may amend the Companys certificate of
incorporation from time to time to increase or decrease the
aggregate number of shares or the number of shares of any class
or series of stock that the Company has authority to issue. The
board of directors may also classify or reclassify any unissued
common stock or preferred stock into other classes or series of
stock and establish the preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends or other
distributions, qualifications and terms or conditions of
redemption of any class or series of stock. Thus, the board of
directors could authorize the issuance of preferred stock with
terms and conditions that could have a priority as to
distributions and amounts payable upon liquidation over the
rights of the holders of the Companys common stock. Preferred
stock could also have the effect of delaying, deferring or
preventing a change in control of us, including an extraordinary
transaction (such as a merger, tender offer or sale of all or
substantially all our assets) that might provide a premium price
for holders of the Companys common stock.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND PLAN OF OPERATIONS
The following Managements Discussion and Analysis of
Financial Condition and Plan of Operations (MDA) should be read
in conjunction with the audited financial statements and the
related notes included in this report. The MDA and other sections
of this report contain forward-looking statements, as defined by
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 that involve risks and uncertainties, such as
statements of our plans, objectives, expectations and intentions.
Any statements that are not statements of historical fact are
forward-looking statements. When used, the words believe, plan,
intend, anticipate, target, estimate, expect and the like, and/or
future tense or conditional constructions (will, may, could,
should, if, etc.), or similar expressions, or the negative of
these terms, although the absence of these words does not mean
that a statement is not forward-looking. These forward-looking
statements, which are based on various assumptions and
expectations that we believe are reasonable, may include
statements about, among other things, projections of our future
financial performance based on our growth strategies and
anticipated trends in our industry and our business. These
statements are only predictions and involve known and unknown
risk, uncertainties and other factors that could cause our or our
industrys actual results, level of activity, performance or
achievements to differ materially from the historical or future
results, level of activity, performance or achievements expressed
or implied by such forward-looking statements. These factors
include, among others, those discussed under Forward-Looking
Statements and Risk Factors for discussion in this report of the
uncertainties, risks and assumptions associated with these
forward-looking statements. The Company does not undertake any
obligation to update forward-looking statements to reflect events
or circumstances occurring after the date of this Current
Report.
General Overview
Titan CNG, LLC and Subsidiaries (We, the Company or Titan) was
formed in July 2012 and is the parent company of the wholly owned
subsidiaries, Titan Blaine, LLC (Blaine), formed in 2015, Titan
Diamond Bar LLC (Diamond Bar), formed in 2015, and Titan El Toro
LLC (El Toro), which was formed in 2013 and fully acquired in
2016. Titan is a natural gas vehicle (NGV) fueling company based
in Wayzata, Minnesota. The Company was established to take
advantage of the growing U.S. demand for natural gas as a vehicle
fuel source. We will acquire, build and operate public and
private compressed natural gas (CNG) filling stations under our
Titan NGV Fueling brand. During February 2015 we opened our first
station, Titan El Toro, in Lake Forest, California. In March 2016
we assumed ownership of a public/private CNG station from the
State of California South Coast Air Quality Management District
(SCAQMD) in Diamond Bar, California. We intend to upgrade the
capability of this facility and expand it beyond its current
client base. We are also investing in the construction and
operation of a private station for Walters Recycling Refuse in
Blaine, Minnesota. Lastly, we intend to further develop our
relationship with U.S. Gain (Gain), the fourth largest CNG
fueling company in the U.S., to service Gains national fleet
customers at our Titan El Toro and Titan Diamond Bar stations and
jointly pursue the acquisition and development of additional
stations.
Going Concern
From inception to September 30, 2016, we have accumulated a
deficit of approximately $2.7 million, and, as of September 30,
2016, current liabilities exceeded current assets by
approximately $2,000,000. We opened our first CNG station in
February 2015, and in March 2016 Diamond Bar began operations of
its CNG station. Titan is currently constructing a private
station for Walters Recycling Refuse in Blaine, Minnesota which
we will operate under a seven year contract with Walters. In
addition, we believe that there are several potential
acquisitions available to the Company and are actively pursuing
these opportunities.
We believe in the viability of our business plan to acquire
existing stations and ancillary businesses serving the CNG
industry and to grow organically by constructing public and
private NGV stations on the back of long-term customer contracts.
There can be no assurance that the Company will be able to
generate sufficient revenues or complete a private placement,
raise anticipated proceeds, or that any other debt or equity
financing will be available or, if available, that it will be
available on terms acceptable to us. If we fail to complete a
private placement offering or raise anticipated proceeds, we may
not be able to continue operations.
We are actively seeking additional sources of financing and have
engaged in discussions with investment banking firms to assist in
raising additional capital through the issuance of debt or
equity.
Sources of Revenue
We were founded in 2012 and for the first four years only had
management fee revenues.
Investments in Affiliates
The Company was invested in an affiliate through January 1, 2016.
The investment was recorded using the equity method of accounting
with the Companys proportionate share of net income or loss of
the investee included as a separate line item in the statements
of operation. The Company ordinarily would discontinue applying
the equity method once the investment (and net advances) were
reduced to zero, however the Company is committed to provide
further financial support for the investee and through the
guarantee of substantially all the assets of the Company by a
Small Business Administration (SBA) note. The affiliate was the
following:
| 1. |
El Toro, of which the Company currently owns 100% and from El Toros formation in 2013 until January 1, 2016, owned 20%. El Toro is located in California and is an unmanned CNG station. The Companys investment at December 31, 2015 and 2014 was ($214,365) and ($88,475), respectively. |
Key Trends
In general, CNG has become the primary alternative fueling choice
for truck and bus fleets operating in the $134 billion fleet
fueling market. Natural gas is sold on a gas gallon equivalent
(GGE) basis and as of July 2016 is selling at an average price
nationally of $2.05 per GGE versus average prices of gasoline and
diesel of $2.24 and $2.38 per gallon, respectively, in October
2016. Fleets operating under long term fueling contracts, which
represent a large part of the natural gas vehicle fueling market,
are paying under $2.00 per GGE. We expect this price advantage to
remain intact for the foreseeable future, which creates a strong
economic incentive for vehicle operators to switch to CNG. In
addition, CNG is a significantly cleaner fuel than is gasoline or
diesel. With increased focus on the environment, the benefits
from natural gas powered vehicles have an immediate positive
impact on the issues of air quality, U.S. energy security and
public health. Trucks using CNG produce approximately 80% fewer
emissions than diesel. Plus, using renewable CNG can result in
greater than 95% less greenhouse gases than traditional petroleum
products. And because CNG fuel systems are completely sealed, CNG
vehicles produce no evaporative emissions, which are a common
hazard when using liquid fuel. Also, CNG creates less engine
wear, thereby making its use even more desirable. As of October
2016, there are fewer than 1,000 public CNG stations in the
United States, compared to over 124,000 gasoline stations across
the country. According to the U.S. Energy Information
Administration, demand for natural gas fuels in the United States
increased by approximately 45% during the period from January 1,
2012 through December 31, 2015, with the number of total CNG
stations growing at a compound annual growth rate of 14% since
2009.
During 2015 and the first nine months of 2016, lower oil prices
decreased the pricing advantage of CNG compared to diesel and
gasoline. As a result, the adoption of natural gas as a fuel
choice for fleets has slowed relative to previous periods,
especially amongst smaller fleets. However, this impact is
partially offset by a general decrease in the cost of natural gas
as well as ongoing adoption of new CNG trucks by larger fleets.
In addition, public companies and municipalities in particular
are continuing to adopt the use of CNG as a vehicle fuel source
for environmental reasons.
The natural gas vehicle industry is the beneficiary of federal
and state incentives promoting the use of natural gas as a
vehicle fuel choice. We received $450,000 of state grants to
assist in the development of our El Toro station which was
completed for approximately $2 million. In addition, we currently
receive a $0.50 per GGE federal tax credit for each GGE sold. In
some cases, we share this credit with our customers.
Recent Developments
On January 1, 2016, the Company exchanged ownership and $942,000
in debt and interest for an additional 80% ownership in Titan El
Toro, LLC. As a result, the Company now owns 100% of the
membership units in Titan El Toro, LLC. With the combination, the
debt and interest were converted to notes payable in the Company
at 12% interest and mature in December 2020.
During February 2016, the Company paid in full the $150,000 line
of credit outstanding at December 31, 2015 and the line was not
renewed.
On January 1, 2016, we issued eight junior bridge notes (the
Junior Bridge Notes) with a maturity date of December 31, 2020
for approximately $942,000, as well as 64,387 Class A Membership
Units in Titan. We issued an additional Junior Bridge Note on
January 1, 2016 for approximately $56,000 to evidence
pre-existing indebtedness. The Junior Bridge Notes bear interest
at 12% per year with a default rate of 15% per year. The Junior
Bridge Notes are secured by a subordinate security interest on
substantially all assets of the Company.
On February 29, 2016, we issued five senior bridge notes (the
Senior Bridge Notes) with an original maturity date of June 28,
2016 for approximately $672,000, as well as 16,791 Class A
Membership Units. The Senior Bridge Notes bear interest at 12%
per year with a default interest rate of 15% per year. Two of the
Senior Bridge Notes were originally long-term debt of Titan
outstanding at December 31, 2015 and converted into Senior Bridge
Notes. In the event of a default under the Senior Bridge Notes,
the Company is required to pay the holder a stated number of
Class A Membership Units on the date of default and each 90 day
interval thereafter until all amounts due have been paid in full.
Effective July 2016, the maturity date of the Senior Bridge Notes
was extended to September 30, 2016 and effective March 14, 2016
the interest rate was increased from 12% to 16%. The default
interest rate was increased from 15% to 18%. As part of the first
amendment, the note holders received 3,359 Class A Membership
Units in Titan. In September 2016, the Senior Bridge Notes were
amended to extend the due date to January 31, 2017 and the
Company paid a fee for the extension of 1% of the outstanding
principal balance to the note holders. In addition, at the
Companys sole discretion, assuming the notes are not in default,
the Company has the ability to extend the notes to October 31,
2017. A fee of 1% of the outstanding principal balance will be
paid at January 31, 2017, April 30, 2017 and again on July 31,
2017 should the Company choose to extend the notes at each of
these dates. The notes are secured by a subordinate security
interest on substantially all of the Companys assets and are
personally guaranteed by Scott Honour and Kirk Honour.
On July 26, 2016, we issued an additional Senior Bridge Note for
$200,000 with 16% interest that matures in October 2016. In the
event of default the holder is entitled to receive 1,000 Class A
Membership Units. We issued 5,000 Class A Membership Units to
this noteholder in connection with the issuance of this Senior
Bridge Note.
On September 26, 2016, we issued an additional Senior Bridge Note
for $150,000 with 16% interest that matures in January 2017. We
issued 3,750 Class A Membership Units to this noteholder in
connection with the issuance of this Senior Bridge Note. In the
event of default the holder is entitled to receive 750 Class A
Membership Units. We received the proceeds from this note in
October 2016.
On November 22, 2016, Minn Shares issued three convertible
promissory notes (the Minn Shares Notes) in the aggregate
principal amount of $415,173.98 to Joseph H. Whitney, The Globe
Resources Group, LLC and Richard E. Gilbert. The Minn Shares
notes bear interest at the rate of 12% per annum and mature in
November 2019 unless earlier converted. Each Minn Shares Note is
convertible at the holders option as follows: (i) upon the sale
by the Company of not less than $7,500,000 of its equity
securities at a conversion price equal to the price per security
issued in such offering, (ii) upon a corporate transaction such
as a merger, consolidation or asset sale involving either the
sale of all or substantially all of the Companys assets or the
transfer of at least 50% of the Companys equity securities at a
conversion price equal to the enterprise value of the Company, as
established by the consideration payable in the corporate
transaction or (iii) on or after the maturity date at a
conversion price equal to the quotient of $20 million divided by
the number of shares of Company stock outstanding on a fully
diluted basis. The Minn Shares Notes are subject to mandatory
conversion upon the conversion into equity securities of the
Junior Bridge Notes and Senior Bridge Notes upon the same
conversion terms as the Junior Bridge Notes and Senior Bridge
Notes.
Anticipated Future Trends
Although natural gas continues to be less expensive than gasoline
and diesel in most markets, the price of natural gas has been
significantly closer to the prices of gasoline and diesel in
recent years as a result of declining oil prices, thereby
reducing the price advantage of natural gas as a vehicle fuel. We
anticipate that, over the long term, the prices for gasoline and
diesel will continue to be higher than the price of natural gas
as a vehicle fuel and will increase overall, which would improve
the cost savings of natural gas as a vehicle fuel compared to
diesel and gasoline. However, the amount of time needed for oil
prices to recover from their recent decline is uncertain and we
expect that adoption of natural gas as a vehicle fuel, growth in
our customer base and gross revenue will be negatively affected
until oil prices increase and this price advantage increases. Our
belief that natural gas will continue, over the long term, to be
a cheaper vehicle fuel than gasoline or diesel is based in large
part on the growth in United States natural gas production in
recent years.
We believe natural gas fuels are well-suited for use by vehicle
fleets that consume high volumes of fuel, refuel at centralized
locations or along well-defined routes and/or are increasingly
required to reduce emissions. As a result, we believe there will
be growth in the consumption of natural gas as a vehicle fuel
among vehicle fleets, and our goal is to capitalize on this
trend, if and to the extent it materializes, and to enhance our
leadership position in these markets. Our business plan calls for
expanding our sales of natural gas fuels in the markets in which
we operate, including heavy-duty trucking, waste haulers,
airports, public transit, industrial and institutional energy
users and government fleets, and pursuing additional markets as
opportunities arise. If our business grows as we anticipate, our
operating costs and capital expenditures may increase, primarily
from the anticipated expansion of our station network, as well as
the logistics of delivering natural gas fuel to our customers
on-site.
We expect competition in the market for natural gas vehicle fuel
to remain steady in the near-term. To the extent competition
increases, we would be subject to greater pricing pressure,
reduced operating margins and potentially fewer expansion
opportunities.
Sources of Liquidity and Anticipated Capital Expenditures and
Other Uses of Cash
Historically, our principal sources of liquidity have consisted
of cash on hand, cash provided by financing activities, and cash
provided by investors. We have recently begun to generate
positive cash flow from our Diamond Bar station, which is offset
by negative cash flow at our El Toro station.
Our business plan calls for approximately $500,000 in additional
capital expenditures for the remainder of 2016, primarily related
to the construction and refurbishing of CNG fueling stations.
Additionally, of our total indebtedness of approximately
$3,000,000 as of September30, 2016, approximately $1,200,000 is
classified as current debt because we are in violations of
certain covenants related to the SBA loan and did not receive a
waiver. We expect our total consolidated interest payment
obligations relating to our indebtedness to be approximately
$327,000 for the year ending December 31, 2016.
We may also elect to invest additional amounts in companies,
assets or joint ventures in the natural gas fueling
infrastructure, vehicle or services industries, or use capital
for other activities or pursuits. We will need to raise
additional capital to fund any capital expenditures, investments
or debt repayments that we cannot fund through available cash or
cash generated by operations or that we cannot fund through other
sources, such as with the sale of our membership units. We may
not be able to raise capital when needed on terms that are
favorable to us, or at all. Any inability to raise capital may
impair our ability to build new stations, develop natural gas
fueling infrastructure, invest in strategic transactions or
acquisitions or repay our outstanding indebtedness and may reduce
our ability to grow our business and generate sustained or
increased revenues. See Liquidity and Capital Resources below.
Business Risks and Uncertainties
Our business and prospects are exposed to numerous risks and
uncertainties. For more information, see Risk Factors Risks
Related to the Company and Risk Factors Risks Related to the CNG
Industry.
Results from Operations
Fiscal Year Ended December31, 2015 Compared to Fiscal Year
Ended December31, 2014
Revenue. Titan has devoted substantially all of its
efforts on establishing the business and has generated minimal
revenues from the core business to build and operate public and
private CNG filling stations under the Titan NGV Fueling brand.
We received management fees through the third quarter of 2015
from affiliates. Management fees were assessed for administrative
services and oversight provided by Titan. Management fees paid by
affiliates were initially set at a monthly rate of $10,000, an
ascribed value determined by management. Management fees
decreased from $120,000 in 2014 to $29,000 in 2015 as less time
was needed to manage sites that had completed the development
stage and were in operating mode.
Operating expenses. Operating expenses increased from
$217,177 in 2014 to $290,901 in 2015. The increase is primarily
attributable to legal fees of approximately $50,000 related to
preparing the Company to be a public company and an increase of
$11,350 in consulting fees also related to preparing the Company
to be a public company. The remaining operating expense increase
was generated from the Company preparing to open additional
stations.
Interest expense. Interest expense decreased $17,238 to
$17,110 in 2015. This decrease correlates to the decrease in the
line of credit between 2014 and 2015 by approximately 75%.
Loss in investment of affiliate. Losses from our equity
method investments increased by $125,890 to $214,365 for 2015,
compared to a loss of $63,736 for 2014 due to losses from our
Titan El Toro investment. Titan El Toro began operations in
February 2015.
Three and nine months ended September 30, 2016 as compared
with the three and nine months ended September 30, 2015.
Revenue. Titan has devoted substantially all of its
efforts on establishing the business and has generated minimal
revenues from the core business to build and operate public and
private CNG filling stations under the Titan NGV Fueling brand.
During the three and nine months ended September 30, 2015, we
received $15,000 and $47,500, respectively, in management fees
from affiliates. In the last half of 2015, management suspended
the management fees to affiliates to focus available funds to
operations within the affiliates. Management fees were assessed
for administrative services and oversight provided by Titan.
Management fees paid by affiliates were initially set at a
monthly rate of $10,000, an ascribed value determined by
management.
During the three and nine months ended September 30, 2016,
Diamond Bar began operations as a CNG station during March 2016
with sales for the three and nine months ended of $73,723 and
$145,213, respectively. On January 1, 2016 Titan acquired the
remaining 80% of El Toro. Prior to the acquisition, El Toro was
classified as an equity method investment. El Toro sales
increased for the nine months ended between 2015 and 2016 by
$29,359 from $120,880 to $150,239.
Cost of goods sold. Cost of goods sold are comprised of
natural gas, electricity, federal excise tax, vendor use fuel tax
and credit cards fees. The margin at El Toro is at approximately
40%, with the margin at Diamond Bar approximating 66%. The
difference in margins is attributable to the electricity expense.
El Toro pays for demand electricity in order to turn on the
equipment immediately, which adds additional expense to the cost
of goods sold. At Diamond Bar the demand feature is not required.
In addition, the electricity at Diamond Bar is less expensive
because it is purchased directly from SCAQMD, as defined by the
lease agreement.
Operating expenses. Operating expenses increased for the
nine months ended September 30, 2015 and 2016 from approximately
$177,000 to approximately $1,263,000, respectively. El Toro
contributed $329,805 of this increase with $154,000 in
depreciation expense; $95,000 in rent expense; repairs and
maintenance of $33,000 and other operational expenses of
utilities, insurance, janitorial and administrative costs.
Diamond Bar operating expenses increased by approximately $42,000
between September 30, 2015 and 2016. The increase was generated
from repairs and maintenance and insurance, for approximately
$42,000, offset with a decrease in management fees of $10,000,
with the remaining increase coming from administrative costs.
Titans expenses increased between September 30, 2015 and 2016 by
approximately $715.000. The increase is attributable to legal and
consulting fees for $638,000; member payments of $37,500; with
the remaining increase from administrative costs due to
additional stations. During the three months ended September 30,
2015 and 2016 operating costs increased by approximately
$589,000, with most of the increase resulting from the inclusion
of El Toro in 2016, along with legal and consulting fees to
prepare the Company for going public.
Interest expense. Interest expense increased between the
nine months ended September 30, 2015 and 2016 due to the addition
of total debt of $3,060,812, for which interest expense of
approximately $194,000 was due to related parties and
approximately $46,000 paid on the SBA loan.
Loss in investment of affiliate. Losses from our equity
method investments increased by $99,038 to $187,514 for the nine
months ended September 30, 2015, due to losses from our El Toro
investment. El Toro began operations in February 2015. As of
January 1, 2016 Titan acquired the remaining 80% of El Toro. As a
result of this acquisition, we recorded a $28,090 gain for the
excess fair value over its carrying cost of El Toro and loss of
$764,676 on the deficit acquired from El Toro.
Liquidity and Capital Resources
Fiscal Year Ended December31, 2015 Compared to Fiscal Year
Ended December31, 2014
We had cash and cash equivalents of $358 and $21,847 at December
31, 2015 and 2014, respectively. During the years ended December
31, 2015 and 2014, net cash used by operations was $51,832 and
$168,062, respectively. We historically funded our operating
losses primarily from the issuance of units, convertible notes
payable, member debt and SBA debt.
Changes in Liquidity
Cash and Cash Equivalents. Cash and cash equivalents
were $358 at December 31, 2015 and $21,847 at December 31, 2014.
The decrease is primarily attributable to increased
administrative costs related to operations.
Operating Activities. Net cash used in operations was
$51,832 and $168,062 as of December 31, 2015 and 2014,
respectively. For the years ended December 31, 2015 and 2014, we
had a net loss of $404,901 and $195,261, respectively.
Significant changes in working capital during these periods
included:
|
Accounts receivable increased by approximately $134,000 from December 31, 2014 from the collection of management fees from two additional subsidiaries. |
|
|
Accounts payable, accounts payable-related party and |
|
|
Loss on equity method investment increased by $125,890 in 2015 from the continued losses in El Toro. |
Investing Activities. There was no cash used in
investing activities.
Financing Activities. Net cash provided by financing
activities was $30,343 and $128,142 for the years ended December
31, 2015 and 2014, respectively. The cash provided for 2015 was
generated from notes payable from members. The cash provided by
financing activities for 2014 were the net borrowings on the line
of credit.
Three and nine months ended September 30, 2016 as compared
with the three and nine months ended September 30, 2015.
We had cash and cash equivalents of $29,712 and $144 at September
30, 2016 and 2015, respectively. During the nine months ended
September30, 2016, net cash used in operations amounted to
$554,466. As of September30, 2016 and 2015, we had an accumulated
deficit of $2,076,672 and $236,052. We have historically funded
our operating losses primarily from the issuance of units,
convertible notes payable, member debt and SBA debt.
Changes in Liquidity
Cash and Cash Equivalents. Cash and cash equivalents
were $29,712 at September 30, 2016 and $144 at September 30,
2015, respectively. The increase is primarily attributable to
financing activities during the nine months ended September30,
2016.
Operating Activities. Net cash used in operations was
$554,466 and $25,501 for the nine months ended September30, 2016
and September 30, 2015, respectively. For the nine months ended
September30, 2016 and 2015, we had a net loss of $2,076,672 and
$236,052, respectively. Significant changes in working capital
during these periods included:
|
Prepaid expenses increased by $80,000 during the nine months ended September 30, 2016, primarily due to the payment of deposits on the construction of Blaine. |
|
Accounts payable, accounts payable related party and accrued liabilities in aggregate increased by $470,120, during the nine months ended September 30, 2016, primarily due to the lack of cash to make timely payments. |
|
Accrued interest increased during the nine months ended September 30, 2016, from the increase of debt and the lack of cash to make timely payments. |
|
The non-cash transactions increase is from depreciation expense increasing by approximately $153,000 and the deficit acquired from the purchase of the remaining 80% of El Toro. |
Investing Activities. Net cash used in investing
activities was $98,146 for the nine months ended September30,
2016. During the nine months ended September30, 2016, cash was
used primarily for the purchase of property and equipment.
Financing Activities. Net cash provided by financing
activities was $681,966 and $3,798 for the nine months ended
September30, 2016 and 2015, respectively. For the nine months
ended September30, 2016, cash provided by financing activities
was due to proceeds from long-term debt, related parties of
$850,000; and $21,986 from advances from related party, offset by
paying off the line of credit for $150,000 and principal payments
on the SBA loan of $75,520. For the nine months ended
September30, 2015, cash provided by financing activities was
$395,042 for pay down on the line of credit, netted with $7,000
note payable from a related party and $391,840 from advances from
related party.
Our future liquidity and capital requirements will be influenced
by numerous factors, including the extent and duration of future
operating losses, the level and timing of future sales and
expenditures, working capital required to support our sales
growth, the level of our outstanding indebtedness and principal
and interest we are obligated to pay on our indebtedness, our
capital expenditure requirements (which consist primarily of
station construction), the continuing acceptance of our product
in the marketplace, competing technologies, market and regulatory
developments, ongoing facility requirements, and potential
strategic transactions.
Debt Compliance
We have previously been and are out of compliance with technical
covenants with respect to our Senior Bridge Notes and SBA Loan.
We have amended our Senior Bridge Notes to address these issues
and are currently in compliance with their covenants. We did not
receive a covenant waiver to remedy the technical non-compliance
under our SBA Loan. We expect to refinance the SBA Loan in the
near term and also refinance the Senior Bridge Notes or exchange
the Senior Bridge Notes into equity in the near term.
Existing Indebtedness
On December 31, 2014, Titan entered into a co-borrower
arrangement for a $1,300,000 U.S. Small Business Administration
(SBA) note with El Toro. The proceeds from the note were received
by El Toro and the note payable is recorded by El Toro. The note
is a ten year term note with interest fixed at 5.50% for the
first five years, then adjusted to the SBA LIBOR Base Rate, plus
2.35% for the remaining five years. The note requires monthly
principal and interest payments of $15,288. The note is secured
by substantially all of the Companys business assets and is
personally guaranteed by certain members of Titan. Titan issued
35,491 Class A Membership Units to those members as compensation
for the guarantee. The amount outstanding on the note as of
September 30, 2016 was $1,224,780. The note was obtained to a
Loan Agreement with Tradition Capital Bank dated December 31,
2014 (the facility governed by the Loan Agreement is hereinafter
referred to as the Tradition Facility). The Company was, as of
September 30, 2016, and currently is, in violation of certain
covenants.
In addition to the Tradition Facility, on January 1, 2016, we
issued 64,387 Class A Membership Units and Junior Bridge Notes in
the aggregate principal amount of approximately $942,000 to eight
accredited investors in exchange for mezzanine debt in El Toro
plus approximately 80% of the membership interest in El Toro. We
issued an additional Junior Bridge Note to a ninth accredited
investor on January 1, 2016 for approximately $56,000 to evidence
pre-existing indebtedness. The Junior Bridge Notes bear interest
at the annual rate of 12% and mature on December 31, 2020. The
Junior Bridge Notes are secured by a subordinate security
interest on substantially all of our assets, including accounts
receivable and rights to payment, which will remain in effect
until such notes are repaid. The holders of the Junior Bridge
Notes are the Alpeter Family Limited Partnership, Brian and Renae
Clark, Falcon Capital LLC, Honour Capital LP, James Jackson, John
Honour, Keith and Janice Clark, and Stephen and Jayne Clark.
On February 29, 2016, we issued five senior bridge notes (the
Senior Bridge Notes) with an original maturity date of June 28,
2016 for approximately $672,000, as well as 16,791 Class A
Membership Units. The Senior Bridge Notes bear interest at 12%
per year with a default interest rate of 15% per year. Two of the
Senior Bridge Notes were originally long-term debt of Titan
outstanding at December 31, 2015 and converted into Senior Bridge
Notes. In the event of a default under the Senior Bridge Notes,
the Company is required to pay the holder a stated number of
Class A Membership Units on the date of default and each 90 day
interval thereafter until all amounts due have been paid in full.
Effective July 2016, the maturity date of the Senior Bridge Notes
was extended to September 30, 2016 and effective March 14, 2016
the interest rate was increased from 12% to 16%. The default
interest rate was increased from 15% to 18%. As part of the first
amendment, the note holders received 3,359 Class A Membership
Units in Titan. In September 2016, the Senior Bridge Notes were
amended to extend the due date to January 31, 2017 and the
Company paid a fee for the extension of 1% of the outstanding
principal balance to the note holders. In addition, at the
Companys sole discretion, assuming the notes are not in default,
the Company has the ability to extend the notes to October 31,
2017. A fee of 1% of the outstanding principal balance will be
paid at January 31, 2017, April 30, 2017 and again on July 31,
2017 should the Company choose to extend the notes at each of
these dates. The notes are secured by a subordinate security
interest on substantially all of the Companys assets and are
personally guaranteed by Scott Honour and Kirk Honour.
On July 26, 2016, we issued an additional Senior Bridge Note for
$200,000 with 16% interest that matures in October 2016. In the
event of default the holder is entitled to receive 1,000 Class A
Membership Units. We issued 5,000 Class A Membership Units to
this noteholder in connection with the issuance of this Senior
Bridge Note.
On September 26, 2016, we issued an additional Senior Bridge Note
for $150,000 with 16% interest that matures in January 2017. We
issued 3,750 Class A Membership Units to this noteholder in
connection with the issuance of this Senior Bridge Note. In the
event of default the holder is entitled to receive 750 Class A
Membership Units. We received the proceeds from this note in
October 2016.
The holders of the Senior Bridge Notes are Red Ocean Consulting,
LLC, the Thomas J. Abood Revocable Trust U/A dated 8/17/2012,
James Jackson, Alpeter Family Limited Partnership, David M.
Leavenworth and Bonita Beach Blues, Inc.
On November 22, 2016, Minn Shares issued the Minn Shares Notes in
the aggregate principal amount of $415,173.98 to Joseph H.
Whitney, The Globe Resources Group, LLC and Richard E. Gilbert.
The Minn Shares Notes amended and restated the terms of the
previously outstanding loans from Richard Gilbert, Paramount
Trading, Ltd. and The Globe Resources Group, LLC. The Minn Shares
notes bear interest at the rate of 12% per annum and mature in
November 2019 unless earlier converted. Each Minn Shares Note is
convertible at the holders option as follows: (i) upon the sale
by the Company of not less than $7,500,000 of its equity
securities at a conversion price equal to the price per security
issued in such offering, (ii) upon a corporate transaction such
as a merger, consolidation or asset sale involving either the
sale of all or substantially all of the Companys assets or the
transfer of at least 50% of the Companys equity securities at a
conversion price equal to the enterprise value of the Company, as
established by the consideration payable in the corporate
transaction or (iii) on or after the maturity date at a
conversion price equal to the quotient of $20 million divided by
the number of shares of Company stock outstanding on a fully
diluted basis. The Minn Shares Notes are subject to mandatory
conversion upon the conversion into equity securities of the
Junior Bridge Notes and Senior Bridge Notes upon the same
conversion terms as the Junior Bridge Notes and Senior Bridge
Notes.
Members Deficit
As of December 31, 2015 there were 38,608 Class A Membership
Units outstanding. On January 1, 2016, certain accredited
investors contributed their current membership interests, as well
as mezzanine debt and other liabilities totaling approximately
$942,000 owed to Titan El Toro, LLC in exchange for Junior Bridge
Notes in the amount of $942,000 and 64,387 Class A Membership
Units in the Company.
On January 1, 2016 Members of El Toro also agreed to contribute
their membership interests in exchange for 10,892 Class A
Membership Units in the Company.
In February 2016, the Senior Bridge Notes were issued and the
Company issued 16,791 Class A Membership Units to the note
holders.
In July 2016, the Senior Bridge Notes were extended and the
Company issued 3,359 Class A Membership Units to the note
holders.
In July and September 2016, the Company issued additional Senior
Bridge Notes and the Company issued 5,000 and 3,750 Class A
Membership Units, respectively, to the note holders.
On October 1, 2016 the Company issued 139,839 Class A Membership
Units to members.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Policies
Our discussion and analysis of our financial condition and
results of operations is based upon our consolidated financial
statements, which have been prepared in accordance with U.S.
generally accepted accounting principles (USGAAP). The
preparation of consolidated financial statements requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the consolidated
financial statements, and revenues and expenses recorded during
the reporting periods.
On a periodic basis we evaluate our estimates based on historical
experience and various other assumptions we believe are
reasonable under the circumstances. Actual results could differ
from those estimates under different assumptions or conditions.
For further information on our significant accounting policies,
see note 1 to our consolidated financial statements included in
this report.
We believe the following critical accounting policies involve the
most significant judgments and estimates used in the preparation
of our consolidated financial statements.
Basis of Presentation
The consolidated financial statements were prepared in accordance
with US GAAP. The consolidated financial statements include the
accounts of the Company and its wholly owned subsidiaries, El
Toro, Blaine, and Diamond Bar. All intercompany accounts and
transactions have been eliminated in consolidation.
The financial statements have been prepared on the basis that we
will continue as a going concern. From inception to September 30,
2016, the Company has accumulated a deficit of approximately $2.7
million, and, as of September 30, 2016, current liabilities
exceeded current assets by approximately $2,000,000. The Company
opened its first CNG station in February 2015, and Diamond Bar
began operations of its CNG station in March 2016. The Company is
currently constructing a private station for Walters Recycling
Refuse in Blaine, Minnesota which we will operate under a seven
year contract with Walters. In addition, we believe that there
are several potential acquisitions available to the Company and
are actively pursuing these opportunities.
We believe in the viability of our business plan to acquire
existing stations and ancillary businesses serving the CNG
industry and to grow organically by constructing public and
private NGV stations on the back of long-term customer contracts.
There can be no assurance that the Company will be able to
generate sufficient revenues or complete a private placement,
raise anticipated proceeds, or that any other debt or equity
financing will be available or, if available, that it will be
available on terms acceptable to us. If we fail to complete a
private placement offering or raise anticipated proceeds, we may
not be able to continue operations.
We are actively seeking additional sources of financing and have
engaged in discussions with investment banking firms to assist in
raising additional capital through the issuance of debt or
equity.
Revenue Recognition
For the nine months ended September 30, 2016, the Company
generated revenue from the sale of natural gas and a federal
excise tax refund of $0.50 per GGE. The Company commences revenue
recognition at the time the gas is dispensed as all of the
following criteria have been met:
(1)persuasive evidence of an arrangement exists;
(2)delivery has occurred and title and the risks and rewards of
ownership have been transferred to the customer or services have
been rendered;
(3)the price is fixed or determinable; and
(4)collectability is reasonably assured.
Applying these factors, we typically recognize revenue from the
sale of natural gas fuel at the time it is dispensed.
For the nine months ended September 30, 2015, revenue consists of
management fees received from El Toro, a related party prior to
acquisition.
Recently Adopted Accounting Changes and Recently Issued and
Adopted Accounting Standards
See note1 to our consolidated financial statementsincluded in
this report.
Seasonality and Inflation
To some extent, we experience seasonality in our results of
operations. Natural gas vehicle fuel amounts consumed by some of
our customers tend to be higher in summer months when buses and
other fleet vehicles use more fuel to power their air
conditioning systems. Natural gas commodity prices tend to be
higher in the fall and winter months due to increased overall
demand for natural gas for heating during these periods.
Since our inception, inflation has not significantly affected our
operating results. However, costs for construction, repairs,
maintenance, electricity and insurance are all subject to
inflationary pressures, which could affect our ability to
maintain our stations adequately, build new stations, expand our
existing facilities or pursue additional RNG production projects,
or could materially increase our operating costs.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Principal Stockholders
The table below reflects beneficial ownership (as such term is
defined in Rule 13d-3 under the Securities Exchange Act of 1934,
as amended (the Exchange Act)) by each person or entity who, as
of the date of this Report and after the closing date of the
Securities Exchange and after the Management Entity Merger, is
the beneficial owner of more than 5% of the Companys common
stock.
| Name of Beneficial Owner |
Number of Shares of Company Common Stock Beneficially Owned |
Percentage Ownership | ||||||
| John P. Yeros | 1,232,514 | 7.77 | % | |||||
| Kirk S. Honour | 2,358,570 | 14.87 | % | |||||
| Scott M. Honour | 2,305,229 | 14.53 | % | |||||
| John Honour | 1,089,884 | 6.87 | % | |||||
| Tim Gorry | 1,240,094 | 7.82 | % | |||||
| James Jackson | 1,817,500 | 11.46 | % | |||||
| Steve Alpeter | 1,812,972 | 11.43 | % | |||||
| Phil Musser | 825,293 | 5.20 | % |
| (1) |
Unless otherwise indicated, the business address of each individual or entity listed in the table is 315 E. Lake St. Suite 301, Wayzata, MN 55391. |
|
| (2) |
For each indicated owner, percentage ownership reflects securities beneficially owned by such owner. |
|
| (3) |
2,146,799 shares are owned by Falcon Capital LLC, of which Scott M. Honour is the beneficial owner and 158,430 shares are owned by Honour Capital LP, of which Scott M. Honour is the beneficial owner. |
|
| (4) |
The business address of John Honour is 315 E Lake Street, Suite 301 Wayzata, MN 55391. |
|
| (5) |
The business address of Tim Gorry is 1840 Century Park East, Suite 500, Los Angeles, CA 90067-2120. |
|
| (6) |
The business address of James Jackson is 707 Wilshire Blvd. Suite 4600, Los Angeles CA 90017. |
|
| (7) |
1,812,972 shares are owned by Alpeter Family Limited Partnership, of which Steve Alpeter is the beneficial owner. The business address of Alpeter Family Limited Partnership is 117 Portland Ave., #601, Minneapolis, MN 55401. |
|
| (8) |
825,293 shares are owned by New Frontier Strategy, of which Phil Musser is the beneficial owner. The business address of New Frontier Strategy is 315 Kentucky Avenue, Alexandria, VA 22305. |
Management and Director Stockholders
The table below reflects the number of shares of Company common
stock beneficially owned as of the closing date of the Securities
Exchange and after the Management Entity Merger, by each current
director, each executive officer identified in the Summary
Compensation Table below, and all current directors and executive
officers as a group. Unless otherwise indicated, the stockholders
listed in the table have sole voting and investment power with
respect to the shares indicated. The business address of each
individual listed in the table is 315 E. Lake St. Suite 301,
Wayzata, MN 55391.
| Name of Beneficial Owner |
Number of Shares of Company Common Stock Beneficially Owned Post-Exchange |
Percentage Ownership Post-Exchange |
||||||
| John P. Yeros | 1,232,514 | 7.77 | % | |||||
| Kirk S. Honour | 2,358,570 | 14.87 | % | |||||
| Randy Gilbert | 506,211 | 3.19 | % | |||||
| Scott M. Honour | 2,305,229 | 14.53 | % | |||||
| Thomas J. Abood | 329,695 | 2.08 | % | |||||
| Richard E. Gilbert | 215,500 | 1.36 | % | |||||
| Aaron W. Soderberg | 15,000 | * | ||||||
| Officers and Directors as a group (7 persons) | 6,962,719 | 43.90 | % |
| * | Less than 1%. |
| (1) |
For each indicated owner, percentage ownership reflects securities beneficially owned by such owner. |
|
| (2) |
2,146,799 shares are owned by Falcon Capital LLC, of which Scott M. Honour is the beneficial owner and 158,430 shares are owned by Honour Capital LP, of which Scott M. Honour is the beneficial owner. |
DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES
At the effective time of the Securities Exchange, the Companys
board of directors increased the size of the board of directors
from three directors to four directors and appointed Scott M.
Honour and Thomas J. Abood as directors. At the same time, John
P. Yeros, Kirk S. Honour and Randy Gilbert were appointed as
chief executive officer, president and chief financial officer,
respectively, and Richard Gilbert resigned from his positions as
president and secretary of the Company. The following table sets
forth information concerning the Companys directors, executive
officers and key employees after the Securities Exchange. All
ages are stated as of January 1, 2016.
| Name | Age | Position | ||
| John P. Yeros | Chief Executive Officer | |||
| Kirk S. Honour | President | |||
| Randy Gilbert | Chief Financial Officer | |||
| Scott M. Honour | Director | |||
| Richard E. Gilbert | Director | |||
| Aaron W. Soderberg | Director | |||
| Thomas J. Abood | Director |
Board of Directors
Scott M. Honour. Mr. Honour has served as a
director of the Company since November 2016, and is a Co-founder
of Titan. Scott also serves as Managing Partner of Northern
Pacific Group, a Wayzata, Minnesota based private equity firm.
Previously, from 2002 to 2012, he was Senior Managing Director of
The Gores Group, a Los Angeles based private equity firm with $4
billion of capital under management. Prior to that, Mr. Honour
was a Managing Director at UBS Investment Bank from 2000 to 2002
and an investment banker at DLJ from 1991 to 2000. He began his
career at Trammell Crow Company in 1988. Scott is also a
co-founder of YapStone, Inc. with his brother Kirk in 1999. Scott
holds a BS in business administration and a BA in economics from
Pepperdine University and an MBA in finance and marketing from
the Wharton School of the University of Pennsylvania.
We believe that Mr. Honours significant experience in transaction
planning and private equity investments make him well qualified
to serve as a member of our board of directors.
Thomas J. Abood. Mr. Abood is a private
investor. Mr. Abood has served as a director of the company since
November 2016. From 1994 to 2014, Mr. Abood was an owner and
Executive Vice President, General Counsel and Secretary of
Dougherty Financial Group LLC. His principal responsibilities
included leadership and management of DFGs investment advisory
business division (2004-2014) and supervision of its legal,
compliance and human resources departments. Prior to 1994, Mr.
Abood was an associate at the law firm of Skadden, Arps, Slate,
Meagher Flom.
Mr. Abood is Chair of the Archdiocesan Finance Counsel of the
Archdiocese of St. Paul and Minneapolis, past Chair of the board
of governors of the University of St. Thomas School of Law, past
Chair of the governance committee and a member of the board of
directors of MacPhail Center for Music and past President and
Governor, The Minikahda Club. Mr. Abood is a past director and
Chair of the Board of the Minnesota Childrens Museum and a past
director of the Notre Dame Club of Minnesota.
Mr. Abood was raised in Lansing, Michigan, received his JD from
Georgetown University Law Center, cum laude and his BBA from the
University of Notre Dame, magna cum laude.
We believe that Mr. Aboods legal and management experience
described above, his significant investing experience and his
experience serving on various boards make him well qualified to
serve as a member of our board of directors.
Richard E. Gilbert. Mr. Gilbert has served as a
director of the Company since inception. Mr. Gilbert also served
as President and Secretary of the Company from inception until
November 2016. Mr. Gilbert was elected as Secretary and a
director of Minn Shares Minnesota on June 9, 2009 and as
President and Chairman of the Board of Minn Shares Minnesota on
July 5, 2010. Mr. Gilbert also served as Chief Financial Officer
of Minn Shares Minnesota from June 9, 2009 to August 30, 2010.
Since June of 2009, Mr. Gilbert has acted as a consultant for
Paramount Trading Ltd. (Paramount). Prior to that, Mr. Gilbert
served as a consultant to Paramounts founder since August of 2007
researching the reverse merger industry and conducting due
diligence of shell or blank check companies. Prior to Mr.
Gilberts engagement with Paramount and its founder, Mr. Gilbert
was a consultant from 1999 to 2006 assisting companies primarily
in the mining industry, evaluating financing alternatives to
accomplish their growth objectives. From 1997 until 1998, Mr.
Gilbert was Vice President of Fleming Company in New York, where
he focused on investment banking activities exclusively in the
global mining industry. From 1991 until 1996, Mr. Gilbert was
Vice President of Everen Securities, Inc, an investment bank,
where he focused exclusively on the North American mining
industry. From 1972 until 1990, Mr. Gilbert was President and a
director of Resource Management Company, Resource Bank and Trust,
Resource Companies, Inc., and Resource Ventures, Inc., entities,
which he founded. From 1969 until 1971, Mr. Gilbert was a retail
and institutional sales person with Dain Kalman Quail and Blyth
Company. Mr. Gilbert received his Bachelor of Arts in business
education from the University of Minnesota in 1968. Mr. Gilbert
served in the United States Marine Corps from 1959 to 1963 and
was honorably discharged.
We believe that Mr. Gilberts consulting and executive experience
in evaluating financing alternatives make him well qualified to
serve as a member of our board of directors.
Aaron W. Soderberg. Mr. Soderberg has served as
a director of the Company since inception and a director of Minn
Shares Minnesota since June 9, 2009. As of July
2015, Mr. Soderberg serves as Director of Institutional Marketing
for BirdRock Asset Management, LP, an SEC registered investment
advisory firm. From March 2014, Mr. Soderberg served as Sr. Vice
President of Marketing for Glovista Investments, LLC, an SEC
registered investment advisory firm. Prior to and since April
2011, Mr. Soderberg served as Senior Vice President of Parenteau
Associates, LLC, responsible for representing Parenteau
Associates institutional platform of Money Managers to the
Consultant, Pension, Endowment and RIA marketplace. Since 2007,
Mr. Soderberg has been the President of Gold Aaro Capital, LLC
and the Chief Investment Officer of Gold Aaron Capital Partners.
From 2001 until 2006, Mr. Soderberg was managing partner of
Portable Storage of Minnesota, Inc., an entity that he
co-founded, which was ultimately sold in 2006. From 1989 until
2001, Mr. Soderberg was employed by Equity Securities Trading
Company, Inc. Over the course of his 13 year tenure with that
company, Mr. Soderbergs main responsibilities included managing
client equity accounts and providing investment banking services.
Mr. Soderberg received his BA at the University of Minnesota,
where he majored in international relations and international
commerce, with a concentration in East Asia and China.
We believe that Mr. Soderbergs prior investment banking
experience make him well qualified to serve as a member of our
board of directors.
Executive Officers and Key Employees
John P. Yeros. Mr. Yeros has served as our chief
executive officer since November 2016. For the past twenty years
Mr. Yeros has devoted his business energies to various segments
of the business and high technology arena, including healthcare,
Internet-related software development, computer hardware
manufacturing, service delivery and the automotive dealership
industry. He was Founder, Chairman CEO of Medix Resources from
1988 until 2000; in this capacity he transformed a start-up
healthcare software development firm into a public entity with a
2000 market cap of $450 million. Mr. Yeros then founded
HyperSpace Communications in 2001 and completed a public stock
offering in 2004; during his tenure the company acquired
Idaho-based MPC Computers, Gateways Professional Services
Division and, as the MPC Corp., it eventually had more than a
thousand employees and $500 million in revenue by 2008. Mr. Yeros
was named CEO of Intelligent Grid Solutions in 2009 after
successfully completing a comprehensive business/market analysis
of the Smart Grid market sector on behalf of both FirstEnergy
Corporation (NYSE: FE) and First Communications, Inc. (FC).
Intelligent Grid Solutions provided a series of interconnected
consulting/partnering services related to planning, executing and
financing of Smart Grid network projects. Since 2012, Mr. Yeros
has served as CEO for Altitude Automotive Group (AAG), a Company
Yeros formed to pursue the acquisition of automotive dealerships
in the Western and Southwestern United States. Prior to
undertaking these varied entrepreneurial ventures Mr. Yeros had a
highly successful career in the securities industry starting as a
account executive with Merrill Lynch Pierce Fenner Smith in New
York in 1977 and culminating in key management roles with E. F.
Hutton, Hanifen Imhoff, Inc. and B. C. Christopher Securities
where he last served as Regional VP and was overseeing three
offices in the Rocky Mountain Region before launching Medix
Resources in 1988. Mr. Yeros has a B. S. degree in education from
Wichita State University.
Kirk S. Honour. Mr. Honour has served as
president of the Company since November 2016, is a co-founder of
Titan and has served as its president and managing member since
its inception. Prior to Titan, over the past 16 years, Kirk held
key executive management positions in the medical device industry
with an emphasis on human clinical programs, new product launches
and domestic and international market development. Since 2005,
Kirk has been managing member of a private investment fund
focused on pharmaceutical and medical technologies. In 1999, Kirk
co-founded and built YapStone, Inc, a first generation internet
start-up company that provides credit card payment solutions to
independent landlords and REITs. YapStonecurrentlyprocesses over
$15 billion in annual transactions. Kirk holds a BS in Genetics
and Cell Biology and a Masters in Biological Science from the
University of Minnesota.
Randy Gilbert. Mr. Gilbert has served as chief
financial officer of the Company since November 2016. Randy has
served as chief financial of a number of emerging, growth and
mid-market companies. He currently is a principal at Assurance
Consulting, LLC and serves as chief financial officer at
AdvantEdge. Randy previously served as chief financial officer at
VisualGold and worked at Damark, McGladrey Pullen and KPMG LLP.
Mr. Gilbert has a BA in Accounting from University of Minnesota
Duluth.
EXECUTIVE AND DIRECTOR COMPENSATION
Summary Compensation Table
The following table sets forth all of the compensation awarded
to, earned by or paid to (i) each individual who served as the
Titan principal executive officer during the fiscal year ended
December 31, 2015; and (ii) the two most highly compensated
executive officers other than the principal executive officer who
were serving as Titan executives as of December 31, 2015 and who
earned total compensation in excess of $100,000 during such
fiscal year (collectively, the named executive officers).
| Name and Principal Position |
Year |
Salary (a) |
Bonus (b) |
Stock Awards (c) |
Option Awards (d) |
Non-Equity Incentive Plan Compensation (e) |
Nonqualified Deferred Compensation (f) |
All Other Compensation (g) |
Total | ||||||||||||
| John P. Yeros Chief Executive Officer |
None None |
None None | None None | None None | None None | None None | None None | None None | |||||||||||||
| Kirk S. Honour President |
$150,000 $150,000 |
None None | None None | None None | None None | None None | None None |
$150,000 $150,000 |
|||||||||||||
| Randy Gilbert Chief Financial Officer |
None None |
None None | None None | None None | None None | None None | None None | None None |
We currently have no employees. We currently pay John Yeros, our
chief executive officer, $10,000 per month as an independent
contractor to a consulting agreement entered into in March 2016.
We also pay Kirk Honour, our president, $15,000 per month as an
independent contractor to a verbal agreement with the Company. We
paid Kirk Honour $12,500 per month for his services in 2015 and
2014. Our officers have not received any other cash or other
compensation for the fiscal years ended December 31, 2015 and
2014.
As a result of the Management Entity Merger, the Company
succeeded as a party to the Employment Agreements. See
Description of the Business of Titan Employees.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the
Company for the benefit of its employees.
Reimbursement Arrangements for
Directors
No members of our Board of Directors are currently compensated
for their services. Our directors are reimbursed for reasonable
expenses incurred in connection with their service.
DIRECTOR INDEPENDENCE AND RELATED MATTERS
Director Independence
Our securities are not listed on a national securities exchange
or on any inter-dealer quotation system which has a requirement
that a majority of directors be independent. We evaluate
independence by the standards for director independence set forth
in the Nasdaq Listing Rules.
Under NASDAQ Rule 5605(a)(2)(A), a director is not considered to
be independent if he or she also is an executive officer or
employee of the corporation. In considering a directors
independence, the board of directors considers any related-party
transactions that currently exist or have occurred during the
timeframes specified by Nasdaq Listing Rule 5605(a)(2) and
whether the director has any relationships that, in the opinion
of the board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a
director. Under the Nasdaq Listing Rules, each of Scott M. Honour
and Richard E. Gilbert would not be considered an independent
director.
Family Relationships
Scott M. Honour, one of our directors, and Kirk S. Honour, our
president, are brothers. There are no other family relationships
among our directors or executive officers.
Involvement in Certain Legal
Proceedings
To our knowledge, there have been no events under any bankruptcy
act, no criminal proceedings and no federal or state judicial or
administrative orders, judgments or decrees or findings, no
violations of any federal or state securities law, and no
violations of any federal commodities law material to the
evaluation of the ability and integrity of any director (existing
or proposed) or executive officer (existing or proposed) of the
Company during the past ten (10) years.
MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Market Information
The Companys common stock is quoted on the OTC Pink marketplace
under the symbol MSHS; however, no market has yet developed. The
Company expects to change its symbol in the future. The high and
low bid information for Company common stock for each of the last
ten fiscal quarters, as reported by the OTC Pink marketplace,
were:
| Year Ended December 31, 2014 | High | Low | ||||||
| Quarter ended March 31 | $ | 0.10 | $ | 0.10 | ||||
| Quarter ended June 30 | $ | 1.00 | $ | 0.10 | ||||
| Quarter ended September 30 | $ | 0.25 | $ | 0.15 | ||||
| Quarter ended December 31 | $ | 0.16 | $ | 0.16 |
| Year Ended December 31, 2015 | High | Low | ||||||
| Quarter ended March 31 | $ | 0.16 | $ | 0.01 | ||||
| Quarter ended June 30 | $ | 0.10 | $ | 0.04 | ||||
| Quarter ended September 30 | $ | 0.10 | $ | 0.05 | ||||
| Quarter ended December 31 | $ | 0.05 | $ | 0.05 |
| Year Ending December 31, 2016 | High | Low | ||||||
| Quarter ended March 31 | $ | 0.05 | $ | 0.05 | ||||
| Quarter ended June 30 | $ | 0.12 | $ | 0.02 | ||||
| Quarter ended September 30 | $ | 0.04 | $ | 0.04 |
The quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual
transactions. In addition, the quotations are not reflective of
regular trading on an established public trading market.
Holders of Our Common Stock
As of the date of this Report, 15,860,342 shares of the Companys
common stock were issued and outstanding and no shares of
preferred stock were issued or outstanding. As of the date of
this Report, after giving effect to the Securities Exchange, the
Company had approximately 175 stockholders of record of common
stock.
Description of Securities
The following statements are qualified in their entirety by
reference to the detailed provisions of the Companys certificate
of incorporation and bylaws.
Capital Structure
The Companys certificate of incorporation authorizes us to issue
up to 110,000,000 million shares of capital stock, which consists
of up to 100,000,000 shares of common stock, par value $0.0001
per share, and 10,000,000 shares of preferred stock, par value
$0.0001 per share.
As of the date of this Report, we have issued and outstanding
approximately 15,860,342 shares of common stock. There are no
shares of preferred stock issued or outstanding.
The holders of common stock are entitled to one vote for each
share held of record on all matters submitted to a vote of the
stockholders and do not have cumulative voting rights. Upon the
Companys liquidation, dissolution or winding down, holders of our
common stock will be entitled to share ratably in all of the
Companys assets that are legally available for distribution,
after payment of all debts and other liabilities. The holders of
the Companys common stock have no preemptive, subscription,
redemption or conversion rights.
Holders of the Companys common stock are entitled to receive such
dividends as the board of directors may from time to time declare
out of funds legally available for the payment of dividends. We
currently intend to retain and use any future earnings for the
development and expansion of our business and do not anticipate
paying any cash dividends in the foreseeable future.
Authority to Issue Stock
The Companys board of directors has the authority to issue the
authorized but unissued shares of Company common stock without
action by the stockholders. The issuance of such shares would
reduce the percentage ownership held by current stockholders.
The Companys board of directors also has the authority to issue
up to 10,000,000 shares of preferred stock, none of which are
issued or currently outstanding. The board of directors has the
authority to fix and determine the relative rights and
preferences of preferred shares, as well as the authority to
issue such shares, without further stockholder approval. As a
result, the board of directors could authorize the issuance of a
series of preferred stock that is senior to the common stock and
that would grant to holders preferred rights to our assets upon
liquidation, the right to receive dividends, additional
registration rights, anti-dilution protection, the right to the
redemption to such shares, together with other rights, none of
which will be afforded holders of our common stock. See Risk
Factors Risks Related to Our Securities The Companys certificate
of incorporation permits the board of directors to issue stock
with terms that may subordinate the rights of common stockholders
or discourage a third party from acquiring the Company in a
manner that might result in a premium price to the Companys
stockholders.
Dividend Policy
In the past, we have not distributed earnings to stockholders.
Any future decisions regarding dividends will be made by our
board of directors. We currently intend to retain and use any
future earnings for the development and expansion of our business
and do not anticipate paying any cash dividends in the
foreseeable future. Our board of directors has complete
discretion on whether to pay dividends. Even if our board of
directors decides to pay dividends, the form, frequency and
amount will depend upon our future operations and earnings,
capital requirements and surplus, general financial condition,
contractual restrictions and other factors that the board of
directors may deem relevant.
The Delaware General Corporation Law (DGCL) sets out when a
company is restricted from declaring or paying dividends. Under
Section 170 of the DGCL, a company must pay dividends out of its
surplus or, if there is not a surplus, net profits for the
current or preceding fiscal year. A company may not declare or
pay a dividend out of net profits if the capital of the company
is less than the aggregate amount of the capital represented by
the issued and outstanding stock of all classes having a
preference upon the distribution of assets until the deficiency
in the amount of such capital has been repaired.
Securities Authorized for Issuance under Equity
Compensation Plans
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the
Company for the benefit of its employees.
Recent Issuances of Unregistered Securities
The following summarizes all issuances of unregistered securities
by Titan within the past three years.
Issuances by Titan
On January 1, 2016, we issued 64,387 Class A Membership Units and
Junior Bridge Notes in the aggregate principal amount of
approximately $942,000 to eight accredited investors in exchange
for mezzanine debt in El Toro plus approximately 80% of the
membership interest in El Toro. We issued an additional Junior
Bridge Note to a ninth accredited investor on January 1, 2016 for
approximately $56,000 to evidence pre-existing indebtedness. The
Junior Bridge Notes bear interest at the annual rate of 12% and
mature on December 31, 2020. The Junior Bridge Notes are secured
by a subordinate security interest on substantially all of our
assets, including accounts receivable and rights to payment,
which will remain in effect until such notes are repaid. The
holders of the Junior Bridge Notes are the Alpeter Family Limited
Partnership, Brian and Renae Clark, Falcon Capital LLC, Honour
Capital LP, James Jackson, John Honour, Keith and Janice Clark,
and Stephen and Jayne Clark.
On February 29, 2016, we issued five senior bridge notes (the
Senior Bridge Notes) with an original maturity date of June 28,
2016 for approximately $672,000, as well as 16,791 Class A
Membership Units. The Senior Bridge Notes bear interest at 12%
per year with a default interest rate of 15% per year. Two of the
Senior Bridge Notes were originally long-term debt of Titan
outstanding at December 31, 2015 and converted into Senior Bridge
Notes. In the event of a default under the Senior Bridge Notes,
the Company is required to pay the holder a stated number of
Class A Membership Units on the date of default and each 90 day
interval thereafter until all amounts due have been paid in full.
Effective July 2016, the maturity date of the Senior Bridge Notes
was extended to September 30, 2016 and effective March 14, 2016
the interest rate was increased from 12% to 16%. The default
interest rate was increased from 15% to 18%. As part of the first
amendment, the note holders received 3,359 Class A Membership
Units in Titan. In September 2016, the Senior Bridge Notes were
amended to extend the due date to January 31, 2017 and the
Company paid a fee for the extension of 1% of the outstanding
principal balance to the note holders. In addition, at the
Companys sole discretion, assuming the notes are not in default,
the Company has the ability to extend the notes to October 31,
2017. A fee of 1% of the outstanding principal balance will be
paid at January 31, 2017, April 30, 2017 and again on July 31,
2017 should the Company choose to extend the notes at each of
these dates. The notes are secured by a subordinate security
interest on substantially all of the Companys assets and are
personally guaranteed by Scott Honour and Kirk Honour.
On July 26, 2016, we issued an additional Senior Bridge Note for
$200,000 with 16% interest that matures in October 2016. We
issued 5,000 Class A Membership Units to this noteholder in
connection with this Senior Bridge Note. In the event of default
the holder will receive 1,000 Class A Membership Units.
On September 26, 2016, we issued an additional Senior Bridge Note
for $150,000 with 16% interest that matures in January 2017. We
issued 3,750 Class A Membership Units to this noteholder in
connection with this Senior Bridge Note. In the event of default
the holder will receive 750 Class A Membership Units.
The holders of the Senior Bridge Notes are Red Ocean Consulting,
LLC, the Thomas J. Abood Revocable Trust U/A dated 8/17/2012,
James Jackson, Alpeter Family Limited Partnership, David M.
Leavenworth and Bonita Beach Blues, Inc.
On October 1, 2016 we issued 139,839 Class A Membership Units to
existing members for no consideration to reconcile the number of
Class A Membership Units outstanding with our records.
The foregoing issuances were made in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities
Act, because the issuances did not involve a public offering, the
recipients took the shares for investment and not resale and
Titan took appropriate measures to restrict transfer. Titan did
not pay underwriter discounts or commissions in connection with
the foregoing transactions.
Issuances by Minn Shares
On November 22, 2016, Minn Shares issued three convertible
promissory notes (the Minn Shares Notes) in the aggregate
principal amount of $415,173.98 to Joseph H. Whitney, The Globe
Resources Group, LLC and Richard E. Gilbert. The Minn Shares
Notes amended and restated the terms of the previously
outstanding loans from Richard Gilbert, Paramount Trading, Ltd.
and The Globe Resources Group, LLC. The Minn Shares notes bear
interest at the rate of 12% per annum and mature in November 2019
unless earlier converted. Each Minn Shares Note is convertible at
the holders option as follows: (i) upon the sale by the Company
of not less than $7,500,000 of its equity securities at a
conversion price equal to the price per security issued in such
offering, (ii) upon a corporate transaction such as a merger,
consolidation or asset sale involving either the sale of all or
substantially all of the Companys assets or the transfer of at
least 50% of the Companys equity securities at a conversion price
equal to the enterprise value of the Company, as established by
the consideration payable in the corporate transaction or (iii)
on or after the maturity date at a conversion price equal to the
quotient of $20 million divided by the number of shares of
Company stock outstanding on a fully diluted basis. The Minn
Shares Notes are subject to mandatory conversion upon the
conversion into equity securities of the Junior Bridge Notes and
Senior Bridge Notes upon the same conversion terms as the Junior
Bridge Notes and Senior Bridge Notes.
The foregoing issuances were made in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities
Act, because the issuances did not involve a public offering, the
recipients took the notes for investment and not resale and Minn
Shares took appropriate measures to restrict transfer. Minn
Shares did not pay underwriter discounts or commissions in
connection with the foregoing transactions.
Issuance in Connection with the Securities
Exchange
On November 22, 2016, the Company issued 12,424,058 shares of
Company common stock to the Members in exchange for all of the
outstanding membership interests of Titan.
On November 23, 2016, the Company issued 2,244,936 shares of
Company common stock to John Yeros, Kirk Honour and Randy Gilbert
to the Management Merger Agreement.
The foregoing issuances were made in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities
Act, because the issuances did not involve a public offering, the
recipients took the shares for investment and not resale and
Titan took appropriate measures to restrict transfer. Titan did
not pay underwriter discounts or commissions in connection with
the foregoing transactions.
Securities Eligible for Future Sale
As adjusted for the Securities Exchange and Management Entity
Merger, the Company had outstanding 15,860,342 shares of common
stock as of the date of this Report. Approximately 15,288,994 of
these shares are restricted securities under Rule 144 of the
Securities Act, in that they were issued in private transactions
not involving a public offering. Approximately 571,348 shares of
Company common stock are not restricted securities, because the
sale of such shares occurred in connection with secondary
transactions by certain stockholders, to resale registration
statements which were in effect at the time of such resales.
Restrictions on the Use of Rule 144 by Shell
Companies or Former Shell Companies
Rule 144 is not available for the resale of securities initially
issued by companies that are, or previously were, blank check
companies like us, to their promoters or affiliates despite
technical compliance with the requirements of Rule 144. Rule 144
also is not available for resale of securities issued by any
shell companies (other than business combination-related shell
companies) or any issuer that has been at any time previously a
shell company. The SEC has provided an exception to this
prohibition, however, if the following conditions are met:
|
the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
|
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
|
the issuer of the securities has filed all Exchange Act reports and materials required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
|
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
As a result, none of the Companys stockholders is currently able
to sell shares of the Companys common stock in reliance on Rule
144. Assuming we continue to meet the requirements set forth
above, Rule 144 will become available to the Companys
stockholders one year after the date of this Report. The Companys
stockholders may currently resell their shares of the Companys
common stock only to a registration statement that has been
declared effective under the Securities Act or to another
exemption from registration.
Delaware Anti-Takeover Statute
The Company is subject to Section 203 of the Delaware General
Corporation Law. This statute regulating corporate takeovers
prohibits a Delaware corporation from engaging in any business
combination with any interested stockholder for three years
following the date that the stockholder became an interested
stockholder, unless:
|
prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
|
upon completion of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (a) shares owned by persons who are directors and also officers, and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
|
on or subsequent to the date of the transaction, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder. |
Generally, a business combination includes a merger, asset or
stock sale, or other transaction resulting in a financial benefit
to the interested stockholder. An interested stockholder is any
person who, together with such persons affiliates and associates
(i) owns 15% or more of a corporations voting securities or (ii)
is an affiliate or associate of a corporation and was the owner
of 15% or more of the corporations voting securities at any time
within the three year period immediately preceding a business
combination of the corporation governed by Section 203. We expect
the existence of this provision to have an anti-takeover effect
with respect to transactions our board of directors does not
approve in advance. We also anticipate that Section 203 may
discourage takeover attempts that might result in a premium over
the market price, once a market exists, for the shares of common
stock held by our stockholders.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain Relationships of the Company Prior to the
Securities Exchange
As of December 31, 2015 and 2014, Paramount Trading, Ltd., a
Nevada limited liability company, and Richard Gilbert, a director
of the Company and the Companys former president and secretary,
have advanced and paid expenses for an aggregate amount of
$245,961 and $219,806, respectively, including $42,446 and
$32,809 of accrued interest, respectively, on behalf of the
Company. The Company agreed to repay such amounts upon the
Company entering into a business combination transaction. The
Company verbally agreed to repay to Paramount Trading Ltd. all
amounts that have been or may in the future, from time to time,
be advanced to it or any third parties on behalf of the Company
on the earliest to occur of any one of the following events (a) a
Business Combination, (b) the third anniversary of the date such
advance was made and (c) the Company becoming insolvent. Business
Combination means an acquisition by or of the Company by merger,
capital stock exchange, asset or stock acquisition,
reorganization or otherwise, of or with an operating business.
The Company verbally agreed that the loans will bear annual
interest at 5% and will be due on demand. Interest expense to
related parties was $9,637 and $9,344 for 2015 and 2014,
respectively.
In connection with closing the Securities Exchange, the Company
issued three convertible promissory notes (the Minn Shares Notes)
in the aggregate principal amount of $415,173.98 to Joseph H.
Whitney, The Globe Resources Group, LLC and Richard E. Gilbert.
The Minn Shares Notes amended and restated the terms of the
previously outstanding loans from Richard Gilbert, Paramount
Trading, Ltd. and The Globe Resources Group, LLC. The Minn Shares
notes bear interest at the rate of 5% per annum and mature in
November 2019 unless earlier converted. Each Minn Shares Note is
convertible at the holders option upon (i) a sale by the Company
of not less than $7,500,000 of its equity securities, (ii) a
corporate transaction such as a merger, consolidation or asset
sale involving either the sale of all or substantially all of the
Companys assets or the transfer of at least 50% of the Companys
equity securities or (iii) the maturity date. The Minn Share
Notes are subject to mandatory conversion upon the conversion
into equity securities of the Junior Bridge Notes and Senior
Bridge Notes upon the same conversion terms as the Junior Bridge
Notes and Senior Bridge Notes. Copies of the Minn Shares Notes
are filed as Exhibits 4.20, 4.21 an 4.22 and are each
incorporated herein by reference.
The Company currently utilizes the office space and equipment of
its management at no cost. Management estimates such amounts to
be immaterial.
Certain Relationships of Titan Prior to the Securities
Exchange
Company Founders/Managers/Directors Control the
Company
Immediately prior to the Securities Exchange, Titans founders,
managing members and directors owned and held a total of 226,125
of Titans total 282,626 Class A Membership Units issued and
outstanding, or 80% of Titans Units in total, including related
members/family members. Therefore, such founders, managing
members and directors were in a position to control Titan. In
addition, they may, in their discretion, enter into certain
affiliate transactions among our founders, managers and
governors. After giving effect to the Securities Exchange and the
Management Entity Merger, Titans founders, managing members and
directors own 12,185,247 of the Companys 15,860,342 issued and
outstanding common stock, or 76.8% of the Companys common stock.
Founders Investments in Titan El Toro
Titans founders, managing members and directors invested $109,599
of equity in Titan El Toro which they exchanged for 10,892 Units.
Founders Loans to Titan CNG LLC; Loans to Titan El
Toro
Titans founders, managing members and directors previously held
$594,000 of mezzanine debt and $367,000 in bridge debt in Titan
El Toro. Of those amounts, approximately $942,000 of principal
and interest was exchanged for 31,652 Units.
In addition, Titans founders, managing members and directors hold
approximately $450,000 in Junior Bridge Notes and $670,000 in
Senior Bridge Notes.
Founders Guarantee of Tradition
Facility
Certain of our founders, managing members and directors have
personally guaranteed Titans Tradition Facility. These members
received 3,359 Class A Membership Units for providing such
guarantees.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section145 of the Delaware General Corporation Law provides that
a corporation may indemnify directors and officers as well as
other employees and individuals against expenses including
attorneys fees, judgments, fines and amounts paid in settlement
in connection with various actions, suits or proceedings, whether
civil, criminal, administrative or investigative other than an
action by or in the right of the corporation, a derivative
action, if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, if they had no reasonable cause to believe their
conduct was unlawful. A similar standard is applicable in the
case of derivative actions, except that indemnification only
extends to expenses including attorneys fees incurred in
connection with the defense or settlement of such actions, and
the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been
found liable to the corporation. The statute provides that it is
not exclusive of other indemnification that may be granted by a
corporations certificate of incorporation, bylaws, agreement, a
vote of stockholders or disinterested directors or otherwise.
The Companys Certificate of Incorporation provides that it will
indemnify and hold harmless, to the fullest extent permitted by
Section 145 of the Delaware General Corporation Law, as amended
from time to time, each person that such section grants us the
power to indemnify.
The Delaware General Corporation Law permits a corporation to
provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability for:
|
any breach of the directors duty of loyalty to the corporation or its stockholders; |
|
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
|
payments of unlawful dividends or unlawful stock repurchases or redemptions; or |
|
any transaction from which the director derived an improper personal benefit. |
The Companys Certificate of Incorporation provides that, to the
fullest extent permitted by applicable law, none of the Companys
directors will be personally liable to us or our stockholders for
monetary damages for breach of fiduciary duty as a director. Any
repeal or modification of this provision will be prospective only
and will not adversely affect any limitation, right or protection
of a director of the Company existing at the time of such repeal
or modification.
To the extent that indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers or
persons controlling the Company to the foregoing provisions, we
have been informed that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable. If a claim for
indemnification against such liabilities (other than the payment
by us of expenses incurred or paid by a director, officer or
controlling person of our company in the successful defense of
any action, suit or proceeding) is asserted by any of our
directors, officers or controlling persons in connection with the
securities being registered, we will, unless in the opinion of
our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of that issue.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosures set forth in Item 2.01 above are hereby
incorporated by reference into this Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosures set forth under Market Price and Dividends on
Common Equity and Related Stockholder Matters Recent Issuances of
Unregistered Securities in Item 2.01 above are hereby
incorporated by reference into this Item 3.02. The issuances of
shares to the Members in the Securities Exchange and to John
Yeros, Kirk Honour and Randy Gilbert in the Management Merger, as
well as of the shares underlying the Minn Shares Notes, occurred
to privately negotiated transactions that did not involve a
public offering of securities and, accordingly, the Company
believes that the transactions were exempt from the registration
requirements of the Securities Act to Section 4(a)(2) thereof and
Rule 506 of Regulation D promulgated thereunder. Each of the
Members, each of Messrs. Yeros, Honour and Gilbert, and each of
Joseph H. Whitney, The Globe Resources Group, LLC and Richard E.
Gilbert represented to the Company in connection with the
Securities Exchange, the Management Merger and the issuance of
the Minn Shares Notes, as applicable, that he, she or it was an
accredited investor (as defined by Rule 501 under the Securities
Act) and was acquiring the shares for investment and not
distribution, that he, she or it could bear the risks of the
investment and could hold the securities for an indefinite period
of time. The investors received written disclosures that the
securities had not been registered under the Securities Act and
that any resale must be made to a registration statement or an
available exemption from such registration.
| Item 5.01 | Changes in Control of Registrant. |
The disclosures set forth in Item 2.01 above are hereby
incorporated by reference into this Item 5.01.
Item 5.02Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
At the effective time of the Securities Exchange, the Companys
board of directors increased the size of the board of directors
from three directors to four directors and appointed Scott M.
Honour and Thomas J. Abood as directors. At the same time, John
P. Yeros, Kirk S. Honour and Randy Gilbert were appointed as
chief executive officer, president and chief financial officer,
respectively, and Richard Gilbert resigned from his positions as
president and secretary of the Company.
The disclosures set forth in Item 2.01 above, under the headings
Directors, Executive Officers and Key Employees, Executive and
Director Compensation, Director Independence and Related Matters,
and Certain Relationships and Related Transactions are hereby
incorporated by reference into this Item 5.02.
| Item 5.06 | Change in Shell Company Status. |
Upon completion of the Securities Exchange, the Company ceased
being a shell company (as defined in Rule 12b-2 of the Exchange
Act). The disclosure contained in Item 2.01 above is hereby
incorporated by reference into this Item 5.06.
| Item 9.01 | Financial Statements and Exhibits. |
(a)Financial statements of businesses acquired: Attached hereto
as Exhibit 99.1 are audited consolidated financial statements of
Titan as of and for the fiscal years ended December 31, 2015 and
2014 and the unaudited condensed consolidated financial
statements of Titan as of and for the nine months ended September
30, 2016 and 2015.
(b) Pro forma financial information: Attached hereto as Exhibit
99.2 is unaudited pro forma condensed combined financial
information as of and for the fiscal year ended December 31, 2015
and as of and for the nine months ended September 30, 2016.
(d)Exhibits:
| Exhibit No. | Description | |
| 2.1* |
Agreement and Plan of Securities Exchange, dated November 22, 2016, by and among Minn Shares Inc., Titan CNG LLC and the members of Titan CNG LLC** |
|
| 2.2* |
Agreement and Plan of Merger, dated November 23, 2016, by and between Shock, Inc. and Minn Shares Inc. |
|
| 4.1* |
Loan Agreement, dated as of December 31, 2014, by and between Titan El Toro, LLC and FirstCNG LLC and Tradition Capital Bank |
|
| 4.2* |
Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of the Alpeter Family Limited Partnership |
|
| 4.3* |
Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Brian and Renae Clark |
|
| 4.4* |
Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Falcon Capital LLC |
|
| 4.5* |
Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Honour Capital LP |
|
| 4.6* |
Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of James Jackson |
|
| 4.7* |
Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of John Honour |
|
| 4.8* |
Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Keith and Janice Clark |
|
| 4.9* |
Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Kirk Honour |
|
| 4.10* |
Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Stephen and Jayne Clark |
|
| 4.11* |
Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Red Ocean Consulting, LLC |
|
| 4.12* |
Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Thomas J. Abood Revocable Trust u/a dated August17, 2012 |
|
| 4.13* |
Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of James Jackson |
|
| 4.14* |
Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Alpeter Family Limited Partnership |
|
| 4.15* |
Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of David M. Leavenworth |
|
| 4.16* |
Secured Bridge Note, dated September 26, 2016, by Titan CNG LLC in favor of Red Ocean Consulting, LLC |
|
| 4.17* |
First Amendment to Senior Bridge Loan Documents, dated July 26, 2016, by and among Titan CNG LLC, Titan Blaine, LLC, Titan El Toro, LLC, Titan Diamond Bar, LLC, Thomas J. Abood Revocable Trust U/A Dated August 17, 2012 As Amended, James Jackson, David M. Leavenworth, Alpeter Family Limited Partnership, Bonita Beach Blues, Inc., Red Ocean Consulting, LLC, Scott Honour and Kirk Honour |
| 4.18* |
Secured Bridge Note, dated July 26, 2016, by Titan CNG LLC in favor of Bonita Beach Blues, Inc. |
|
| 4.19* |
Second Amendment to Senior Bridge Loan Documents, dated September 26, 2016, by and among Titan CNG LLC, Titan Blaine, LLC, Titan El Toro, LLC, Titan Diamond Bar, LLC, Thomas J. Abood Revocable Trust U/A Dated August 17, 2012 As Amended, James Jackson, David M. Leavenworth, Alpeter Family Limited Partnership, Bonita Beach Blues, Inc., Red Ocean Consulting, LLC, Scott Honour and Kirk Honour |
|
| 4.20* |
Convertible Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of Joseph H. Whitney |
|
| 4.21* |
Convertible Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of The Globe Resources Group, LLC |
|
| 4.22* |
Convertible Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of Richard E. Gilbert |
|
| 10.1* |
Compressed Natural Gas Fuel Station Agreement, dated June 28, 2016, by and between Titan Blaine, LLC, Walters Recycling Refuse, Inc. and Walters Investments, LLC |
|
| 10.2* |
Lease Agreement, dated February 24, 2014, between Grace Whisler Trust and Whisler Holdings LLC and FirstCNG LLC |
|
| 10.3* |
First Amendment to Lease, dated June 9, 2014, between Grace Whisler Trust and Whisler Holdings LLC and FirstCNG LLC |
|
| 10.4* |
Employment Agreement, dated November 1, 2016, between Shock Inc. and Kirk Honour |
|
| 10.5* |
Employment Agreement, dated November 1, 2016, between Shock Inc. and John Yeros |
|
| 10.6* |
Employment Agreement, dated November 1, 2016, between Shock Inc. and Randy Gilbert |
|
| 10.7* |
Amended and Restated Limited Liability Company Agreement of Titan CNG LLC, effective as of January 1, 2016 |
|
| 10.8* |
Lease Contract, effective December 19, 2015, between South Coast Air Quality Management District and Titan Diamond Bar LLC |
|
| 21.1* | List of Subsidiaries | |
| 99.1* |
Audited consolidated financial statements of Titan CNG LLC as of and for the fiscal years ended December 31, 2015 and 2014 and unaudited condensed consolidated financial statements of Titan CNG LLC as of and for the nine months ended September 30, 2016 and 2015 |
|
| 99.2* |
Unaudited pro forma condensed combined financial information as of and for the fiscal year ended December 31, 2015 and as of and for the nine months ended September 30, 2016 |
* Filed herewith.
**Schedules have been omitted to Item 601(b)(2)of Regulation S-K.
The Company hereby agrees to furnish supplementally a copy of any
of the omitted schedules upon request by the U.S. Securities and
Exchange Commission.
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| Dated: November 29, 2016 | By: | /s/ John P. Yeros |
| Its: | Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 2.1* |
Agreement and Plan of Securities Exchange, dated November 22, 2016, by and among Minn Shares Inc., Titan CNG LLC and the members of Titan CNG LLC** |
|
| 2.2* |
Agreement and Plan of Merger, dated November 23, 2016, by and between Shock, Inc. and Minn Shares Inc. |
|
| 4.1* |
Loan Agreement, dated as of December 31, 2014, by and between Titan El Toro, LLC and FirstCNG LLC and Tradition Capital Bank |
|
| 4.2* |
Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of the Alpeter Family Limited Partnership |
|
| 4.3* |
Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Brian and Renae Clark |
|
| 4.4* |
Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Falcon Capital LLC |
|
| 4.5* |
Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Honour Capital LP |
|
| 4.6* |
Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of James Jackson |
|
| 4.7* |
Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of John Honour |
|
| 4.8* |
Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Keith and Janice Clark |
|
| 4.9* |
Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Kirk Honour |
|
| 4.10* |
Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Stephen and Jayne Clark |
|
| 4.11* |
Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Red Ocean Consulting, LLC |
|
| 4.12* |
Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Thomas J. Abood Revocable Trust u/a dated August 17, 2012 |
|
| 4.13* |
Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of James Jackson |
|
| 4.14* |
Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Alpeter Family Limited Partnership |
|
| 4.15* |
Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of David M. Leavenworth |
|
| 4.16* |
Secured Bridge Note, dated September 26, 2016, by Titan CNG LLC in favor of Red Ocean Consulting, LLC |
|
| 4.17* |
First Amendment to Senior Bridge Loan Documents, dated July 26, 2016, by and among Titan CNG LLC, Titan Blaine, LLC, Titan El Toro, LLC, Titan Diamond Bar, LLC, Thomas J. Abood Revocable Trust U/A Dated August 17, 2012 As Amended, James Jackson, David M. Leavenworth, Alpeter Family Limited Partnership, Bonita Beach Blues, Inc., Red Ocean Consulting, LLC, Scott Honour and Kirk Honour |
|
| 4.18* |
Secured Bridge Note, dated July 26, 2016, by Titan CNG LLC in favor of Bonita Beach Blues, Inc. |
|
| 4.19* |
Second Amendment to Senior Bridge Loan Documents, dated September 26, 2016, by and among Titan CNG LLC, Titan Blaine, LLC, Titan El Toro, LLC, Titan Diamond Bar, LLC, Thomas J. Abood Revocable Trust U/A Dated August 17, 2012 As Amended, James Jackson, David M. Leavenworth, Alpeter Family Limited Partnership, Bonita Beach Blues, Inc., Red Ocean Consulting, LLC, Scott Honour and Kirk Honour |
|
| 4.20* |
Convertible Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of Joseph H. Whitney |
|
| 4.21* |
Convertible Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of The Globe Resources Group, LLC |
| 4.22* |
Convertible Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of Richard E. Gilbert |
|
| 10.1* |
Compressed Natural Gas Fuel Station Agreement, dated June 28, 2016, by and between Titan Blaine, LLC, Walters Recycling Refuse, Inc. and Walters Investments, LLC |
|
| 10.2* |
Lease Agreement, dated February 24, 2014, between Grace Whisler Trust and Whisler Holdings LLC and FirstCNG LLC |
|
| 10.3* |
First Amendment to Lease, dated June 9, 2014, between Grace Whisler Trust and Whisler Holdings LLC and FirstCNG LLC |
|
| 10.4* |
Employment Agreement, dated November 1, 2016, between Shock Inc. and Kirk Honour |
|
| 10.5* |
Employment Agreement, dated November 1, 2016, between Shock Inc. and John Yeros |
|
| 10.6* |
Employment Agreement, dated November 1, 2016, between Shock Inc. and Randy Gilbert |
|
| 10.7* |
Amended and Restated Limited Liability Company Agreement of Titan CNG LLC, effective as of January 1, 2016 |
|
| 10.8* |
Lease Contract, effective December 19, 2015, between South Coast Air Quality Management District and Titan Diamond Bar LLC |
|
| 21.1* | List of Subsidiaries | |
| 99.1* |
Audited consolidated financial statements of Titan CNG LLC as of and for the fiscal years ended December 31, 2015 and 2014 and unaudited condensed consolidated financial statements of Titan CNG LLC as of and for the nine months ended September 30, 2016 and 2015 |
|
| 99.2* |
Unaudited pro forma condensed combined financial information as of and for the fiscal year ended December 31, 2015 and as of and for the nine months ended September 30, 2016 |
* Filed herewith.
**Schedules have been omitted
About Minn Shares Inc. (OTCMKTS:MSHS)
Minn Shares Inc. is a shell company. The Company’s business purpose is to seek the acquisition of or merger with an existing company. The Company operated over two yogurt shops, including one in Minneapolis, Minnesota, and one in St. Paul, Minnesota. The Company’s business is focused on locating a suitable merger or acquisition candidate or investigating the possibility of becoming a closed-end, non-diversified management company. The Company has not earned any revenues from its operations. Minn Shares Inc. (OTCMKTS:MSHS) Recent Trading Information
Minn Shares Inc. (OTCMKTS:MSHS) closed its last trading session up +0.050 at 0.450 with 4,300 shares trading hands.