Attached as Exhibit I are the Unaudited Condensed Consolidated Financial Statements for the Six Month Periods Ended June 30, 2016 and 2015 with Related Notes of Capital Product Partners L.P. and Management's Discussion and Analysis of Financial Condition and Results of Operations.
This report on Form 6-K is hereby incorporated by reference into the registrant's Registration Statements on Form F-3 (File Nos. 333-202810 and 333-189603).
You should read the following discussion of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements for the six month periods ended June 30, 2016 and 2015 and related notes included elsewhere herein. Among other things, the financial statements include more detailed information regarding the basis of presentation for the following information. This discussion contains forward-looking statements that are made based upon management's current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and therefore involve a number of risks and uncertainties, including those risks and uncertainties discussed in our Annual Report on Form 20-F for the fiscal year ended December 31, 2015. The risks, uncertainties and assumptions involve known and unknown risks and are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.
(1) Profit sharing refers to an arrangement between vessel-owning companies and charterers to share a predetermined percentage voyage profit in excess of the basic rate.
(2) On November 14, 2012, OSG made a voluntary filing for relief under Chapter 11 of the U.S. Bankruptcy Code. After discussions between the Partnership and OSG, it was agreed to enter into new charters contracts on substantially the same terms as the prior charters but at a bareboat rate of $6,250 per day. OSG has the option of extending the employment of each vessel following the completion of the bareboat charters for an additional two years on a time chartered basis at a rate of $16,500 per day. OSG has an option to purchase each of the three STX vessels at the end of the eighth, ninth or tenth year of the charter, for $38.0 million, $35.5 million and $33.0 million respectively, which option is exercisable six months before the date of completion of the eighth, ninth or tenth year of the charter. The expiration date above may therefore change depending on whether the charterer exercises its purchase option.
(3) 50/50 profit share for breaching IWL (Institute Warranty Limits – applies to voyages to certain ports at certain periods of the year).
(4) M/V Archimidis and the M/V Agamemnon are employed on time charters with PIL for one year at a gross rate of $8,950 per day. Charters have the option to extend the time charters for an additional one year +/-60 days at a gross rate of $20,000 per day.
(5) The M/T British Ensign is continuing its bareboat charter with BP at a bareboat rate of $7,250 per day with earliest redelivery in October 2016.
The M/T British Envoy is continuing its bareboat charter with BP at a bareboat rate of $7,250 per day with earliest redelivery in January 2017.
The M/T British Emissary is continuing its bareboat charter with BP at a bareboat rate of $7,000 per day with earliest redelivery in March 2017. BP has the option to extend the duration of the charter for up to a further 12 months either as bareboat charter at a bareboat rate of $7,250 per day for the optional period if declared or as time charter at a time charter rate of $14,250 per day if declared.
(6) Each of the vessel owning companies of the M/V Hyundai Prestige, the M/V Hyundai Paramount, the M/V Hyundai Premium, the M/V Hyundai Privilege and the M/V Hyundai Platinum entered into a charter restructuring agreement with HMM on July 15, 2016. This agreement provides for the reduction of the charter rate payable under the respective charter parties by 20% to a gross rate of $23,480 per day (from $29,350 per day) for a three and a half year period starting on July 18, 2016 and ending on December 31, 2019 (the "Charter Reduction Period"). The charter restructuring agreement further provides that at the end of the Charter Reduction Period, the charter rate under the respective charter parties will be restored to the original gross daily rate of $29,350 until the expiry of each charter.
(7) On July 2, 2016, the M/T 'Agisilaos' has replaced the M/T 'Arionas' under the charter party to Flopec at a gross rate of $19,000 per day, as the M/T 'Arionas' will undergo its scheduled special survey. For the duration of the replacement, Carnation Shipping Company, the vessel owning company of M/T 'Arionas' under the charter party to Flopec, will act as disponent owner to M/T 'Agisilaos'. The M/T 'Arionas' is trading on voyage charters until its scheduled special survey, which is expected to take place no later than November 2016.
We generally rely on external financing sources to refinance our external debt, as well as fund our capital expenditures and expand our asset base.
In April 2016, in the face of severely depressed trading prices for master limited partnerships, including us, a significant deterioration in our cost of capital and potential loss of revenue, the Board of Directors (the "Board") took the decision to protect our liquidity position by creating a capital reserve, provisioning further reserves and setting distributions at a level that the Board believes to be sustainable and consistent with the proper conduct of our business.
The capital reserve, set by the Board at approximately $14.6 million per quarter, is intended to address amortization requirements under our credit facilities until the end of 2018. As previously announced, we started repaying one of our credit facilities in the first quarter of 2016, while our other credit facilities will commence amortization in the fourth quarter of 2017, for a total of approximately $177.1 million in scheduled debt amortization until the end of 2018.
In addition, certain shipping markets, in particular the container and dry cargo markets, have been affected by a prolonged downturn. HMM, a charterer of container vessels and one of our largest counterparties in terms of revenues, pursued a restructuring process that completed in July 2016. Our vessel owning subsidiaries which have charter agreements with HMM agreed to a 20% reduction to the applicable gross daily charter rates for a three and half year period expected to end in December 2019 (for a total amount of approximately $37.0 million) in exchange for HMM common shares. See Note 12 to our unaudited interim condensed consolidated financial statements included elsewhere herein for further information.
The Board seeks to maintain a balance between the level of reserves it takes to protect our financial position and liquidity against the desirability of maintaining distributions on the limited partnership interests. As previously announced, we intend to review our distributions from time to time in the light of a range of factors, including, among other things, our access to the capital markets, the refinancing of our external debt, the level of our capital expenditures and our ability to pursue accretive transactions. For further information on risks affecting the level of distributions, see "Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Operations—We cannot assure you that we will pay any distributions" in our Annual Report on Form 20-F for the year ended December 31, 2015.
Please refer to our Annual Report on Form 20-F for the year ended December 31, 2015, filed on February 17, 2016, regarding the factors affecting our future results of operations.
Our results of operations for the six month periods ended June 30, 2016 and 2015 differ primarily due to the expansion of our fleet and the resulting increase in the average number of vessels during the period ended June 30, 2016 compared to the six month period ended June 30, 2015.
On March 31, June 10, June 30 and September 18, 2015, the Partnership acquired the shares of the companies owning the M/T Active, the M/V Akadimos (renamed to "CMA CGM Amazon"), the M/T Amadeus and the M/V Adonis (renamed to "CMA CGM Uruguay"), respectively, and on February 26, 2016 the Partnership took delivery of the M/V Anaxagoras (renamed to "CMA CGM Magdalena").
Time, voyage and bareboat charter revenues amounted to approximately $119.0 million for the six month period ended June 30, 2016, compared to $103.4 million for the six month period ended June 30, 2015. The increase of $15.6 million was primarily attributable to the expansion of our fleet. For the six month period ended June 30, 2016, related party revenues decreased to $19.2 million, compared to $36.1 million for the six month period ended June 30, 2015, primarily due to the decrease in the number of vessels chartered by Capital Maritime. Time, voyage and bareboat charter revenues are mainly comprised of the charter hire received from unaffiliated third-party charterers and Capital Maritime and are affected by the number of days our vessels operate, the average number of vessels in our fleet and the charter rates.
For the six month period ended June 30, 2016, HMM, Petrobras, CMTC and CMA CGM accounted for 19%, 17%, 16% and 16% of the Partnership's total revenue, respectively. For information on the risks arising from a concentration of counterparties, see "Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Operations—We currently derive all of our revenue from a limited number of customers and the loss of any customer or charter or vessel could result in significant loss of revenues and cash flow" in our Annual Report on Form 20-F for the year ended December 31, 2015.
Total voyage expenses amounted to $4.2 million for the six month period ended June 30, 2016, compared to $2.6 million for the six month period ended June 30, 2015. The increase in voyage expenses of $1.6 million is primarily due to the expansion of our fleet and the increase in bunkers consumption during the period, mainly due to the idle period of two of our container vessels and the ballast voyages of four of our vessels that underwent special survey. Voyage expenses primarily consist of bunkers, port expenses and commissions. Voyage expenses are paid for by the charterer under time and bareboat charters, except for commissions, which are paid for by us. Voyage expenses under voyage charters are paid for by us.
For the six month period ended June 30, 2016, our total vessel operating expenses amounted to approximately $38.0 million, of which $5.3 million were incurred under our management agreements with Capital Ship Management Corp. (our "Manager") and included $0.1 million in additional fees and certain costs associated with the vetting of our vessels, repairs related to unforeseen extraordinary events (as defined in our fixed fee management agreement) and insurance deductibles.
For the six month period ended June 30, 2015, our vessel operating expenses amounted to approximately $33.5 million, of which $5.9 million were incurred under our management agreements with our Manager and included $0.3 million in additional fees and certain costs associated with the vetting of our vessels, repairs related to unforeseen extraordinary events (as defined in our fixed fee management agreement) and insurance deductibles.
The increase in our total vessel operating expenses was primarily due to the expansion of our fleet.
General and administrative expenses amounted to $2.7 million for the six month period ended June 30, 2016, compared to $3.2 million for the six month period ended June 30, 2015. The decrease resulted mainly from expenses relating to a proposed offering of debt securities in the six months ended June 30, 2015 as compared to the six months ended June 30, 2016, during which there were no such expenses incurred. General and administrative expenses include board of directors' fees and expenses, audit and legal fees, and other fees related to the requirements of being a publicly traded partnership.
Depreciation and amortization amounted to $35.4 million for the six month period ended June 30, 2016, compared to $29.4 million for the six month period ended June 30, 2015. The increase was due to the expansion of our fleet.
Total other expense, net for the six month period ended June 30, 2016 amounted to $11.7 million, compared to $8.4 million for the six month period ended June 30, 2015. The increase of $3.3 million reflects the higher interest costs of $12.1 million incurred during the six month period ended June 30, 2016 compared to $9.5 million during the six month period ended June 30, 2015, driven by an increase in the weighted average interest rate and principal amounts outstanding under our credit facilities.
The weighted average interest rate on the loans outstanding under our credit facilities was 3.71% as of June 30, 2016 (as of June 30, 2015: 3.34%). Our total borrowing was $597.9 million as of June 30, 2016 (as of June 30, 2015: $531.7 million). See Note 6 to our unaudited interim condensed consolidated financial statements included elsewhere herein.
Partnership's net income for the six month period ended June 30, 2016 amounted to $27.0 million, compared to $26.3 million for the six month period ended June 30, 2015.
As of June 30, 2016, total cash and cash equivalents amounted to $55.2 million and restricted cash (under our credit facilities) amounted to $17.5 million. As of June 30, 2016, there were no undrawn amounts under the terms of our credit facilities.
Generally, our primary sources of funds have been cash from operations, bank borrowings and securities offerings. As our vessels come up for re-chartering, depending on the prevailing market rates, we may not be able to re-charter them at levels similar to their current charters, which may affect our future cash flows from operations. Cash flow from operations may further be affected by other factors. Because we distribute all of our available cash (a contractually defined term, generally referring to cash on hand at the end of each quarter after provision for reserves), we generally rely upon external financing sources, including bank borrowings and securities offerings, to fund acquisitions and expansion and investment capital expenditures, such as opportunities we may pursue under the amended and restated omnibus agreement with Capital Maritime or acquisitions from third parties, and to refinance or repay outstanding indebtedness under our credit facilities. Our ability to grow through further dropdown opportunities from Capital Maritime, our sponsor, or third parties, and to pay or increase our distributions as well as to maintain a strong balance sheet will depend on, among other things, our continuous access to the financial markets.
Subject to financial markets developments and our cash position among other factors, we expect to continue to evaluate opportunities to acquire vessels and businesses. As a result, the size and composition of our fleet may change over time. In connection with evaluating and pursuing these opportunities and as we seek to optimize our capital structure, we may also evaluate and, depending on market conditions, pursue financing opportunities. We currently have no capital commitments to purchase or build additional vessels. For the twelve month period ending June 30, 2017, we anticipate that one of our vessels will undergo special survey.
Total Partners' Capital as of June 30, 2016 amounted to $921.2 million compared to $937.8 million as of June 30, 2015, corresponding to a decrease of $16.6 million. The decrease primarily reflects $44.1 million of distributions declared and paid during the six month period ended June 30, 2016, partially offset by net income of $27.0 million and equity compensation expense of $0.5 million.
Notwithstanding the continuing economic downturn, the duration and long-term effects of which are not possible to predict, and subject to shipping, charter and financial market developments, we believe that our working capital will be sufficient to meet our existing liquidity needs for at least the next 12 months.
Net cash provided by operating activities amounted to $57.5 million for the six month period ended June 30, 2016 compared to $62.3 million for the six month period ended June 30, 2015. The decrease of $4.8 million was attributable to the $1.4 million increase in dry-docking costs paid and the negative effect from the change in our operating assets and liabilities between the two periods of $10.4 million, mainly due to the increase in the amounts reimbursed by us to our Manager for expenses paid by our Manager on our behalf. The decrease in cash provided by operating activities was partially offset by a $7.0 million increase in cash from operations before changes to our operating assets and liabilities during the six month period ended June 30, 2016 compared to the six month period ended June 30, 2015, mainly due to the increase in the size of our fleet.
Cash used in investing activities refer primarily to cash used for vessel acquisitions. Net cash used in investing activities for the six month period ended June 30, 2016 amounted to $74.5 million compared to $135.6 million during the six month period ended June 30, 2015. The decrease of $61.1 million in net cash flows used in investing activities was primarily attributable to the lower number of vessels acquired in the six month period ended June 30, 2016 compared to the corresponding period in 2015. We paid $134.1 million for the acquisition of the shares of three vessel owning companies during the six month period ended June 30, 2015, compared to $73.6 million for the acquisition of the shares of one vessel owning company during the six month period ended June 30, 2016. Following the acquisition of lower number of vessels during the six month period ended June 30, 2016, restricted cash increased by $0.5 million compared to $1.5 million during the corresponding period in 2015. Cash consideration paid for vessels improvements for the six month period ended June 30, 2016 amounted to $0.4 million compared to the six month period ended June 30, 2015 where there were no such improvements paid.
Net cash used in financing activities for the six month period ended June 30, 2016, amounted to $17.9 million compared to $25.7 million provided by financing activities for the six month period ended June 30, 2015. The decrease of $43.6 million was mainly attributable to the absence of issuance of common units in the six month period ended June 30, 2016 compared to $132.8 million in net proceeds from the issuance of common units in the six month period ended June 30, 2015 and a decrease of $37.4 million in drawdowns under our credit facilities in the six month period ended June 30, 2016 compared to the corresponding period in 2015, as we acquired the shares of three vessel owning companies in the first six months ended June 30, 2015 compared to one vessel owning company in the first six months ended June 30, 2016. This was partially offset by a decrease of $109.9 million in debt principal payments in the first six months ended June 30, 2016 compared to the six month period ended June 30, 2015, during which we used part of the net proceeds from the issuance of common units to prepay debt of $115.9 million, a decrease of $15.0 million in distributions to our unit holders (see "Recent Developments" above) and a decrease of $1.7 million in deferred financing costs paid during the six month period ended June 30, 2016 compared with the six month period ended June 30, 2015.
Our long-term borrowings are reflected in our balance sheet as "Long-term debt, net" and as current liabilities in "Current portion of long-term debt, net." As of June 30, 2016, total borrowings were $597.9 million, consisting of: (i) $186.0 million outstanding under our $370.0 million credit facility (the "2007 credit facility"); (ii) $181.6 million outstanding under our $350.0 million credit facility (the "2008 credit facility"); (iii) $14.0 million outstanding under our $25.0 million credit facility (the "2011 credit facility") and (iv) $216.3 million under our $225,000 credit facility (the "2013 credit facility"). As of December 31, 2015, total borrowings were $571.6 million consisting of: (i) $186.0 million outstanding under the 2007 credit facility; (ii) $181.6 million outstanding under the 2008 credit facility; (iii) $14.0 million outstanding under the 2011 credit facility and (iv) $190.0 million under the 2013 credit facility. As of June 30, 2016, long-term debt, net of current portion was $580.6 million, compared to $558.6 million as of December 31, 2015. The current portion of long-term debt as of June 30, 2016 was $17.4 million, compared to $13.0 million as of December 31, 2015.
For information relating to our credit facilities, please refer to Note 7 to our audited Consolidated Financial Statements included in the Annual Report on Form 20-F for the year ended December 31, 2015 and Note 6 to our unaudited interim condensed consolidated financial statements included elsewhere herein.
During the six month period ended June 30, 2016 we drew down an amount of $35.0 million from our 2013 credit facility in order to partly finance the acquisition of the shares of the vessel owning company of M/V CMA CGM Magdalena.
As at June 30, 2016 and December 31, 2015, we had $0.0 million and $35.0 million, respectively, in undrawn amounts under our credit facilities, and were in compliance with all financial debt covenants. Our ability to comply with the covenants and restrictions contained in our credit facilities and any other debt instruments we may issue or enter into in the future may be affected by events beyond our control, including prevailing economic, financial and industry conditions, such as interest rate developments, changes in the funding costs offered by our banks and changes in asset valuations. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. If we are in breach of any of the restrictions, covenants, ratios or tests in our credit facilities, we are unlikely to be able to make any distributions to our unitholders, a significant portion of our obligations may become immediately due and payable and, in the future, our lenders' commitment to make further loans to us (to the extent applicable) may terminate. We may not have, or be able to obtain, sufficient funds to make these accelerated payments. In addition, obligations under our credit facilities are secured by our vessels, and if we are unable to repay debt under the credit facilities, the lenders could seek to foreclose on those assets.
Furthermore, any contemplated vessel acquisitions will have to be at levels that do not impair the required ratios set out above. Any reduction or adverse change in the global economic activity or shipping markets may result in a deterioration of vessel values. If the estimated asset values of the vessels in our fleet decrease, we may be obligated to pre-pay part of our outstanding debt in order to remain in compliance with the relevant covenants in our credit facilities. A decline in the market value of our vessels could also lead to a default under any prospective credit facility to which we become a party, affect our ability to refinance our credit facilities and/or limit our ability to obtain additional financing. An increase/decrease of 10% of the aggregate fair market values of our vessels would not cause any breach of the total indebtedness to aggregate market value covenants contained in our credit facilities.
As of the date of these unaudited condensed consolidated financial statements, we have not entered into any off-balance sheet arrangements.
A discussion of the Partnership's critical accounting policies can be found in the Partnership's Annual Report on Form 20-F for the year ended December 31, 2015.
There have been no changes to our accounting policies during the six month period ended June 30, 2016.
Capital Product Partners L.P. (the "Partnership") was formed on January 16, 2007, under the laws of the Marshall Islands. The Partnership is an international shipping company. Its fleet of thirty five high specification vessels consists of four suezmax crude oil tankers, twenty modern medium range tankers all of which are classed as IMO II/III vessels, ten post panamax container carrier vessels, and one capesize bulk carrier. Its vessels are capable of carrying a wide range of cargoes, including crude oil, refined oil products, such as gasoline, diesel, fuel oil and jet fuel, edible oils and certain chemicals such as ethanol as well as dry cargo and containerized goods under short-term voyage charters and medium to long-term time and bareboat charters.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These statements and the accompanying notes should be read in conjunction with the Partnership's Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the U.S. Securities and Exchange Commission (the "SEC") on February 17, 2016.
These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation of the Partnership's financial position, results of operations and cash flows for the periods presented. Operating results for the six month period ended June 30, 2016 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2016.
A discussion of the Partnership's significant accounting policies can be found in the Partnership's Consolidated Financial Statements included in the Annual Report on Form 20-F for the year ended December 31, 2015 (the "Consolidated Financial Statements for the year ended December 31, 2015").
In March 2016, the Financial Accounting Standards Board ("FASB") issued the Accounting Standard Update ("ASU") No 2016-09, Stock Compensation, which is intended to simplify several aspects of the accounting for share-based payment award transactions. The guidance will be effective for the fiscal year beginning after December 15, 2016, including interim periods within that year. The Partnership is currently evaluating the impact, if any, of the adoption of this new standard.
In February 2016, the Financial Accounting Standards Board ("FASB") issued the ASU 2016-02, Leases (Topic 842). The main provision of this ASU is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The FASB decided to not fundamentally change lessor accounting. However, some changes have been made to lessor accounting to conform and align that guidance with the lessee guidance and other areas within U.S. GAAP. This update is effective for public entities with reporting periods beginning after December 15, 2018, including interim periods within those years. Early adoption is permitted. The Partnership is currently evaluating the impact, if any, of the adoption of this new standard.
In July 2015, the FASB issued ASU 2015-11, to simplify the measurement of inventory using first-in, first-out (FIFO) or average cost method. According to this ASU an entity should measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices less reasonably predictable costs of completion, disposal and transportation. This update is effective for public entities with reporting periods beginning after December 15, 2016. Early adoption is permitted. The Partnership believes that the implementation of this update will not have any material impact on its financial statements and has not elected the early adoption.
On May 28, 2014, the FASB issued Accounting Standard Update ("ASU") No 2014-09 as amended by ASU 2016-08 which was issued in March 2016, ASU 2016-10 which was issued in April 2016 and ASU 2016-12 which was issued in May 2016, Revenue From Contracts With Customers, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This standard is effective for public entities with reporting periods beginning after December 15, 2017. Early application is permitted only as of annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. The Company is currently evaluating the impact, if any, of the adoption of this new standard.
The Partnership and its subsidiaries, have related-party transactions with Capital Maritime & Trading Corp. ("CMTC") which is a related party unit holder. The Partnership and its subsidiaries have also related party transactions with Capital Ship Management Corp. (the "Manager" or "CSM") arising from certain terms of the following three different types of management agreements.
(c) a commercial services fee equal to 1.25% of all gross charter revenues generated by each vessel for commercial services rendered.
The Manager has the right to terminate the Crude management agreement and, under certain circumstances, could receive substantial sums in connection with such termination. As of March 2016 this termination fee was adjusted to $9,858 from $9,760.
All the above three agreements constitute the "Management Agreements" and the related management fees are included in "Vessel operating expenses – related party" in the accompanying condensed consolidated statements of comprehensive income.
Under the terms of the fixed fee management agreement, the Manager charges the Partnership for additional fees and costs, relating to insurances deductibles, vetting, and repairs and spares that related to unforeseen events. For the six month periods ended June 30, 2016 and 2015 such fees amounted to $99 and $268 respectively and are included in "Vessel operating expenses – related party" in the accompanying condensed consolidated statements of comprehensive income.
On April 4, 2007, the Partnership entered into an administrative services agreement with the Manager, pursuant to which the Manager will provide certain administrative management services to the Partnership such as accounting, auditing, legal, insurance, IT, clerical, and other administrative services. Also the Partnership reimburses the Manager and its general partner, Capital GP L.L.C. (the "CGP") for reasonable costs and expenses incurred in connection with the provision of these services after the Manager submits to the Partnership an invoice for such costs and expenses, together with any supporting detail that may be reasonably required. These expenses are included in general and administrative expenses in the unaudited condensed consolidated statements of comprehensive income. The Partnership has also entered into an executive services agreement with CGP according to which CGP provides certain executive officers services for the management of the Partnership's business as well as investor relation and corporate support services to the Partnership. For the six months period ended June 30, 2016 and 2015 such fees amounted to $844 and $810 respectively, and are included in "General and administrative expenses" in the accompanying condensed consolidated statements of comprehensive income.
(a) Manager – Payments on Behalf of Capital Product Partners L.P.: This line item includes payments for operating and voyage expenses made by the Manager on behalf of the Partnership and its subsidiaries.
(b) Management fee payable to CSM: The amounts outstanding as of June 30, 2016 and December 31, 2015 represent the management fee payable to CSM as a result of the Management Agreements the Partnership entered into with the Manager.
(d) General and administrative expenses: This line item mainly includes internal audit, investor relations and consultancy fees.
(e) Deferred Revenue: As of June 30, 2016 and December 31, 2015 the Partnership received cash in advance for revenue earned in a subsequent period from CMTC.
(f) Advances for vessels under construction: As of June 30, 2016 and December 31, 2015 this line item amounted to $0 and $18,172 respectively. The 2015 amount included the remaining advances of $7,922 the Partnership paid to CMTC for the acquisition of the last of the five vessels according to the Master Vessel Acquisition Agreement (the "Master Agreement") and the fair value of $10,250 from the reset of the Incentive Distribution Rights (the "IDRs"). Details about the Master Agreement and the reset of the IDRs are discussed in Note 5a and Note 12 of the Partnership's Consolidated Financial Statements for the year ended December 31, 2015.
As of June 30, 2016 there were no advances for vessels under construction – related party, as the Partnership acquired the vessel-owning company of the M/V Anaxagoras (renamed to "CMA CGM Magdalena"), which was the last out of the five vessels the Partnership agreed to acquire from CMTC according to the terms of the Master Agreement. Details about the Master Agreement were discussed in Note 5a of the Partnership's Consolidated Financial Statements for the year ended December 31, 2015.
All of the Partnership's vessels as of June 30, 2016 have been provided as collateral to secure the Partnership's credit facilities.
On February 26, 2016, the Partnership acquired the shares of the vessel-owning company of the M/V CMA CGM Magdalena for a total consideration of $81,500 which was funded by loan drawdown of $35,000 from the Partnership's 2013 credit facility (Note 6) and the remaining balance of $46,500 through the Partnership's available cash. The Partnership accounted for this acquisition as acquisition of asset based on the absence of processes attached to the inputs. Other than the new building and the attached time charter, no other inputs and no processes were acquired. The Partnership considered whether any value should be assigned to the attached charter party agreement acquired and concluded that the contracted daily charter rate was above the market rates on the transaction completion date and therefore, the total consideration was allocated to the vessel cost and the above market acquired charter. Thus the vessel was recorded in the Partnership's financial statements at a cost of $88,544 and the above market acquired charter at a cost of $3,206 (Note 5). As of December 31, 2015 the Partnership had paid advances of $7,922 to CMTC for the acquisition of the shares of this vessel-owning company. The difference of $10,250 between the cost of the vessel and the above market acquired charter of $91,750 and the total consideration of $81,500 was part of the excess of $36,417 that the Partnership had recorded in its financial statements in August 2014 upon the approval of the Master Agreement and the IDRs reset at the Partnership's annual meeting.
During the six month period ended June 30, 2016, the M/T Alkiviadis, the M/T Anemos I, the M/T Amore Mio II and the M/T Miltiadis M II underwent improvements during their scheduled special survey. The costs of these improvements for these vessels amounted to $303 and were capitalized as part of the vessels' cost.
On February 26, 2016 the Partnership acquired the shares of the vessel owning company of the M/V CMA CGM Magdalena from CMTC with outstanding time charter to CMA-CGM S.A., which was above the market rate for equivalent time charters prevailing at the time of acquisition. The present value of the above market acquired time charter was estimated by the Partnership at $3,206 and recorded as an asset in the consolidated balance sheet as of the acquisition date.
For the six month periods ended June 30, 2016 and 2015, revenues included a reduction of $7,060 and $7,631 as amortization of the above market acquired charters, respectively.
Details of the Partnership's credit facilities are discussed in Note 7 of the Partnership's Consolidated Financial Statements for the year ended December 31, 2015.
On February 23, 2016, the Partnership drew the amount of $35,000 from the Tranche B of its existing 2013 credit facility in order to partly finance the acquisition of the shares of the vessel-owning company of the M/V CMA CGM Magdalena (Note 4). During the six month period ended June 30, 2016 the Partnership repaid the amount of $8,677, in line with the amortization schedule of its 2013 credit facility. As of June 30, 2016 there were no undrawn amounts under the Partnership's credit facilities.
As of June 30, 2016 and December 31, 2015 the Partnership was in compliance with all financial debt covenants.
For the six month periods ended June 30, 2016 and 2015 interest expense amounted to $11,055 and $8,230, respectively. As of June 30, 2016 and 2015 the weighted average interest rate of the Partnership's loan facilities was 3.71% and 3.34% respectively.
Level 3: Inputs are unobservable inputs for the asset or liability.
The carrying value of cash and cash equivalents and restricted cash, which are considered Level 1 items as they represent liquid assets with short-term maturities, trade receivables, due from related parties, due to related parties, trade accounts payable and accrued liabilities approximates their fair value. The fair values of long-term variable rate bank loans approximate the recorded values, due to their variable interest being the LIBOR and due to the fact the lenders have the ability to pass on their funding cost to the Partnership under certain circumstances, which reflects their current assessed risk. We believe the terms of our loans are similar to those that could be procured as of June 30, 2016. LIBOR rates are observable at commonly quoted intervals for the full terms of the loans and hence bank loans are considered Level 2 items in accordance with the fair value hierarchy.
Financial instruments which potentially subject the Partnership to significant concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. The Partnership places its cash and cash equivalents, consisting mostly of deposits with creditworthy financial institutions rated by qualified rating agencies. A limited number of financial institutions hold the Partnership's cash. Most of the Partnership's revenues were derived from a few charterers. As of June 30, 2016 and December 31, 2015 there were four and two customers, respectively, that accounted for more than 10% of the Partnership's revenues. The Partnership does not obtain rights of collateral from its charterers to reduce its credit risk.
For the six month period ended June 30, 2015 various investors, holders of Class B Convertible Preferred Units, (the "Class B Units" or "Preferred units") converted 1,240,404 Class B Convertible Preferred Units into common units. During the six month period ended June 30, 2016 no such conversion occurred.
During the six month period ended June 30, 2015 CMTC converted 315,908 common units into general partner units respectively, in order for CGP to maintain its 2% interest in the Partnership. For the six month period ended June 30, 2016 CMTC did not convert any common unit into general partner unit.
Details of the Partnership's Partner's Capital are discussed in Note 12 of the Partnership's Consolidated Financial Statements.
On April 29, 2008, the board of directors approved the Partnership's Plan according to which the Partnership may issue a limited number of awards, not to exceed 500,000 units. The Plan was amended on July 22, 2010 increasing the aggregate number of restricted units issuable under the Plan to 800,000 which was then increased to 1,650,000 common units on August 21, 2014, at the annual general meeting of the Partnership's unit holders. The Plan is administered by the general partner as authorized by the board of directors. The persons eligible to receive awards under the Plan are officers, directors, and executive, managerial, administrative and professional employees of the Manager, or CMTC, or other eligible persons (collectively, "key persons") as the general partner, in its sole discretion, shall select based upon such factors as it deems relevant. Members of the board of directors and officers of the general partner are considered to be employees of the Partnership ("Employees") for the purposes of recognition of equity compensation expense, while employees of the Manager, CMTC and other eligible persons under the plan are not considered to be employees of the Partnership ("Non-Employees"). Awards may be made under the Plan in the form of incentive stock options, non-qualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, unrestricted stock, restricted stock units and performance shares.
On December 23, 2015 the Partnership awarded 240,000 and 610,000 unvested units to Employees and Non-Employees, respectively. Awards granted to certain Employees and Non-Employees will vest in three equal annual instalments. The remaining awards will vest on December 31, 2018.
All unvested units are conditional upon the grantee's continued service as Employee and/or Non-Employee until the applicable vesting date.
The unvested units accrued distributions as declared and paid which are retained by the custodian of the Plan until the vesting date at which they were payable to the grantee. As unvested unit grantees accrued distributions on awards that are expected to vest, such distributions are charged to Partners' capital. As of June 30, 2016 the unvested units accrued $266 of distributions.
For the six month periods ended June 30, 2016 and 2015 the equity compensation expense that has been charged in the unaudited condensed consolidated statements of comprehensive income was $219, $0 for the Employee awards and $306, $0 for the Non-Employee awards, respectively. This expense has been included in general and administrative expenses in the unaudited condensed consolidated statements of comprehensive income.
As of June 30, 2016 the total compensation cost related to non vested awards is $2,584 and is expected to be recognized over a weighted average period of 2.5 years. The Partnership uses the straight-line method to recognize the cost of the awards.
The general partner's and common unit holders' interests in net income are calculated as if all net income for periods subsequent to April 4, 2007, were distributed according to the terms of the partnership's agreement, regardless of whether those earnings would or could be distributed. The Partnership Agreement does not provide for the distribution of net income; rather, it provides for the distribution of available cash, which is a contractually-defined term that generally means all cash on hand at the end of each quarter after establishment of cash reserves determined by the Partnership's board of directors to provide for the proper resources for the Partnership's business. Unlike available cash, net income is affected by non-cash items. The Partnership follows the guidance relating to the Application of the Two-Class Method and its application to Master Limited Partnerships, which considers whether the incentive distributions of a master limited partnership represent a participating security when considered in the calculation of earnings per unit under the Two-Class Method.
This guidance also considers whether the partnership agreement contains any contractual limitations concerning distributions to the incentive distribution rights that would impact the amount of earnings to allocate to the incentive distribution rights for each reporting period.
Under the Partnership Agreement, the holder of the incentive distribution rights in the Partnership, which is currently CGP, assuming that there are no cumulative arrearages on common unit distributions, has the right to receive an increasing percentage of cash distributions after the minimum quarterly distribution.
The Partnership's net income for the six month periods ended June 30, 2016 and 2015 did not exceed the First Target Distribution Level, and as a result, the assumed distribution of net income did not result in the use of increasing percentages to calculate CGP's interest in net income.
As of June 30, 2016, the Partnership excluded the effect of 850,000 non-vested unit awards in calculating dilutive EPU for its common unitholders as they were anti-dilutive.
The Partnership excluded the effect of 12,983,333 Class B Convertible Preferred Units in calculating dilutive EPU as of June 30, 2016 and 2015 respectively as they were anti-dilutive.
Various claims, suits and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Partnership's vessels. The Partnership is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying unaudited condensed consolidated financial statements.
The Partnership accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, the Partnership is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying unaudited condensed consolidated financial statements.
HMM charters restructuring has not been taken into account in future minimum rental receipts in the table above, since it was signed subsequently to June 30, 2016.
a) Dividends: On July 21, 2016, the Board of Directors of the Partnership declared a cash distribution of $0.0750 per common unit for the second quarter of 2016, which will be paid on August 12, 2016, to unit holders of record on August 5, 2016.
In addition, on July 21, 2016, the Board of Directors of the Partnership declared a cash distribution of $0.21375 per Class B Unit for the second quarter of 2016. The cash distribution was paid on August 10, 2016, to Class B Unit holders of record on August 3, 2016.
b) HMM charters restructuring: Hyundai Merchant Marine Co. Ltd ("HMM") , the charterer of five of the Partnership's vessels, namely Hyundai Prestige, Hyundai Premium, Hyundai Paramount, Hyundai Privilege and Hyundai Platinum (the "HMM Vessels"), each under time charter expiring in 2024 and 2025, has experienced financial difficulties and has pursued a restructuring involving various creditors and vessel owners. As part of the various agreements that HMM reached with its creditors and vessel owners under its voluntary debt restructuring, the owning companies of the HMM Vessels entered into a charter restructuring agreement on July 15, 2016. This agreement provides for the reduction of the charter rate payable under the respective charter parties by 20% to $23.5 per day (from $29.4 gross per day) for a three and a half year period starting in July 2016 and ending in December 2019 (the "Charter Reduction Period") in exchange for HMM common shares. The total charter rate reduction for the Charter Reduction Period for the HMM Vessels aggregates to approximately $37,000 (the "Charter Reduction Amount"). The charter restructuring agreement further provides that at the end of the Charter Reduction Period, the charter rate under the respective charter parties will be restored to the original daily rate of $29.4 until the expiry of each charter in 2024 and 2025.


Prospecting for new B2B clients can be painful.
After spending months of your time reaching out to companies in your niche, it can be discouraging when you've made no progress converting any into clients. But what if you were doing everything right and there was only one small thing stopping you from bringing on new business regularly?
Could the only thing holding you back from meeting your income or revenue goals be as simple as your prospect list? According to the American Association of Inside Sales Professionals (AA-ISP), nearly 50% of sales reps named lead quality and quantity as their top challenge.
Their findings drive home an important fact: You can't expect to get quality leads unless the contact information on your lists is of the highest quality.
Let's explore 7 common flaws in most B2B prospect lists, and show you how to fix them—once and for all.
Companies that have gone out of business—since most businesses soon fail. A large chunk of companies in a 2-year old list will be out of business when you try to reach them.
The contact information is available to anyone willing to pay for it. The people being contacted are often bombarded with solicitations and are less likely to respond. I'll discuss this in more detail, later.
Outdated contact information is guaranteed. The question becomes: what percentage of your data is inaccurate? People soon find new jobs or change roles within the same company, making a percentage of the data you purchased, incorrect and unreliable.
Most list vendors guarantee a certain percentage of accurate contact information and some will provide refunds for any incorrect data you find. They put such policies in place because they're fully aware that a portion of the records sold will be stale. There's no better way to save precious time and ensure your prospect list is nearly 100% accurate—than by building your own!
What problems are they experiencing in their businesses, and what can you offer to fix them?
Where do they usually go to find help for their business issues? Where do they spend time outside of work?
If you haven't clearly defined your ideal persona and made sure that persona actually wants or needs your products or services, how do you know if pursuing those individuals will be worth your time? You could be targeting companies that can't afford what you offer, even if they're ready and willing to move forward.


After tipping 25 tokens in a day, you'll be able to vote regarding your satisfaction with Dorisdolll.
You have tipped Dorisdolll over 25 tokens today. Please share your feedback regarding your satisfaction with this broadcaster.
Your confidential vote regarding Dorisdolll has been recorded. You may change your vote at any time today. Thank you for your feedback.
im sweet and i want to have some fun .


ANN ARBOR, Mich. – A jury is considering the fate of a man charged with murder in the robbery and shooting of Eastern Michigan University football player Demarius Reed.
The prosecution and defense wrapped up their cases Monday in Washtenaw County Circuit Court. Twenty-one-year-old Ed Thomas of Detroit faces open murder and robbery charges in the Oct. 18 death of Reed, a 20-year-old from Chicago.
In closing arguments Monday, Assistant Prosecutor Nimish Ganatra said that Thomas is just as guilty as the shooter. Twenty-year-old Kristopher Pratt pleaded guilty to second-degree murder.
Pratt admits pulling the trigger and has testified against Thomas. Ganatra says Thomas handed Pratt the gun.
Thomas's lawyer Lorne Brown says Pratt lied to get a plea deal and says Thomas was just hanging out with Pratt the night of the killing.


May 17, 2016 — U.S. Sens. John Boozman (R-Ark.) and Robert Casey (D-Pa.) announced the introduction of bipartisan companion legislation to H.R. 4614, the Medicare Access to Radiology Care Act of 2016 ("MARCA"). The companion legislation, designated S.2940, authorizes Medicare coverage of procedures performed by radiology assistants (RAs) in states that have laws licensing and establishing the expanded role of RAs.
Medicare is trying to identify value-based, efficient solutions to improve patient outcomes. The RA role is an example of such a solution. RAs extend the reach of medical staff, enabling on-site radiologists to focus on the services that only radiologists can provide. This bill preserves medical education programs, jobs and patient access to medical imaging services. These patient access challenges are certain to worsen as the number of Medicare beneficiaries grows.
"Utilizing the expertise of radiology assistants is critical to healthcare delivery. These healthcare professionals are well qualified to address the increased demand in medical imaging services and fill the gap in the shortage of radiologists, particularly in rural areas. Ensuring the procedures performed by RAs are covered by Medicare is commonsense to providing seniors with the specialized services they deserve," Boozman said.
H.R. 4614 is bipartisan legislation that was introduced by Congressmen Pete Olson (R-Texas); Mike Doyle (D-Pa.); Reichert (R-Wash.) and Pascrell (D-N.J.). The House bill has 25 bipartisan cosponsors.
Boozman was joined at the press conference by radiologists from institutions throughout Arkansas, as well as the heads of various supporting organizations, including the American Registry of Radiologic Technologists (ARRT) and the American Society of Radiologic Technologists (ASRT).


text:
Samer Rayes - Court action
Court actions
An unregistered builder who accepted more than $20,000 for fencing and building work that was never carried out has been fined a total of $70,000 and ordered to pay $24,453 compensation.
Samer Rayes, who used the unregistered business name Boundary Fencing & Gates, pleaded guilty in Frankston Magistrates Court to:
16 charges under the Fair Trading Act 1999 and one charge under the Australian Consumer Law for accepting money without supplying the agreed goods or services;
one charge under the Domestic Building Contracts Act 1995 of entering into a major domestic building contract while not registered as a builder
one charge under the Fair Trading Act 1999 of falsely representing an affiliation with the Housing Industry Association
one charge under the Business Names Act 1962 of carrying on business under an unregistered business name.
The offences occurred in the Frankston area between September 2010 and January 2011.
The criminal charges followed civil proceedings in May 2011 which restrained Mr Rayes and his brother Najy (Mark) Rayes from:
demanding or accepting payment before the satisfactory completion of work
demanding or accepting deposits for work
entering into a major domestic building contract unless registered as a builder under the Building Act 1993.
The court fined Mr Rayes a total of $70,000.
Mr Rayes was also ordered to pay compensation of $24,453 and costs of $3000.

redpajama_set_name: RedPajamaCommonCrawl


Surprise $500,000 Commitment from Brooklyn Borough President Eric L. Adams in Partnership with NYS Senator Jesse Hamilton to 'the Campus' At Press Conference Today Announcing First Technology and Wellness Center at a Public Housing Site in the U.S.
"The CAMPUS" to serve as resource center for technology, health, and career development.
Brooklyn, NY – At a press conference this afternoon, Brooklyn Borough President Eric L. Adams made a surprise $500,000 commitment to "the Campus", an initiative spearheaded by NYS Senator Jesse Hamilton aiming to build digital literacy and improve public health in Brownsville. Joined by colleagues including NYS Assembly Member Latrice Walker, NYC Council Member Darlene Mealy, and more than thirty community partners, Senator Jesse Hamilton announced plans to launch "the Campus" in Brownsville, Brooklyn, in the Fall of 2016 at a press conference at Howard Houses Community Center today.
The project envisions creating co-working space for local tech startups and entrepreneurs, hosting coding and app development workshops, providing e-workforce development skills building, and including a wellness focus to help confront local public health challenges, to include overcoming stress and anxiety. The Campus' programs will be open to the community, with a particular focus on neighborhood youth ages 12-18.
In the works are plans for app development workshops at Howard Houses, technology and coding workshops at P.S. 298/Brownsville Collaborative Middle School, workforce readiness and wellness programming at the Brooklyn Public Library (Brownsville Branch), counseling at the Mount Ollie Baptist Church and the YWCA, regular visits by a mobile food pantry provided by the Bed-Stuy Campaign Against Hunger, and fitness classes at Howard Playground.
The project's lead partners include both government agencies and community based organizations, more than 30 partners altogether—–Democratic Conference Leader Andrea Stewart-Cousins, NYC Public Advocate Letitia James, Brooklyn Borough President Eric L. Adams, NYS Assembly Member Nick Perry, NYS Assembly Member Latrice Walker, NYC Council Member Darlene Mealy, NYC Department of Youth and Community Development, New York City Housing Authority, New York City Department of Health and Mental Hygiene, New York City Commission On Human Rights, Academy of Medical & Public Health Services, Howard Houses Community Center, Brooklyn Public Library, Police Athletic League NYC, Brooklyn Pitbulls, YWCA, CAMBA, Community Education Council District 23, Uncommon Schools, Brownsville Collaborative Middle School, P.S. 298, New York State Afterschool Network, Settlement Housing Fund, Advocates for Children of New York, Families on the Move, ICL, JCCA, Mount Ollie Baptist Church, Green Earth Poets Café, Brownsville Partnership, Brownsville Maker Lab, Brownsville Community Justice Center, Global Trauma Research's Trauma Center at Haitian-American Community Coalition, Center for Anti-Violence Education, Lay your Guns Down Foundation, Wheelchairs Against Guns, Bed-Stuy Campaign Against Hunger, Hunger Free America, Good Shepherd Services, Made in Brownsville, Brownsville In Violence Out, South Brooklyn Legal Services, Opportunities for a Better Tomorrow, Brooklyn Workforce 1, Codesters, Blue1647, CodeBrooklyn, and the Dream Big Foundation.
NYC Council Member Darlene Mealy said, "I am thrilled to be part of this vital initiative collaborating together with my colleagues in government, stake holders, as well community based organizations. Our youth need all of our input in order to overcome educational and technological hurdles they may face both during their school years and beyond. We must provide them the proper educational and technological tools they will need to enable them to compete with their peers and the global workforce going forward."
"AfterSchool Works! NY: the New York State Afterschool Network knows the difference that high-quality afterschool experiences can make for youth, families, and communities. They not only keep kids safe and support academic learning, but these programs, especially those that incorporate STEM (science, technology, engineering, and math), can spark interests that lead to future careers. We commend Senator Hamilton for his efforts to bring these experiences to Brownsville," said Kelly Malone Sturgis, Executive Director of AfterSchool Works! NY: the New York State Afterschool Network.


Micromax is an Indian mobile phone maker that has provided stiff competition to international mobile phone manufacturers with its feature-rich and affordable mobiles. Thirty-eight Micromax mobiles with quad core processors are listed in this Micromax Mobiles price list last updated on date. Information on the best price below Rupees 10,000 is updated from offline and online sellers across India. Mobiles included are the Micromax Canvas Amaze has provided 4G mobile internet support, Micromax Canvas Hue that comes with quad-core processor and 1GB of RAM, and the Micromax Canvas Ego that comes with an 8MP camera. Aside from prices, this price list also describes the features of each mobile with user opinion on a mobile's working. To find the right Micromax mobile for your requirements, enable the help of the feature and price compare tool which will highlight the mobile's most important features.
The price of Micromax mobiles between Rupees 5,000 and Rupees 10,000 are best used in Mumbai, Pune, Delhi, Kolkata, Hyderabad, Bangalore, Chennai. Tax rates may alter mobile prices in other locations in India.


The Keri Systems PKT-10X keytag comes sequentially numbered for easy issuance. It's small, compact design and simple attachment to a keyring allows you to keep securely on your person at all times. This keytag is 100% transfer moulded and durable enough to withstand the weight of a vehicle.


text:
from django.forms import ModelForm
from citizendialer3000.models import Call

class CallForm(ModelForm):
    class Meta:
        model = Call
        exclude = ('contact', 'timestamp')

redpajama_set_name: RedPajamaGithub


text:
Patrick Knaubert, Tenor
Patrick Knaubert is 27 years old. Born in Grand Rapids, Minnesota, and the youngest of his four siblings. Patrick has been pursuing a life of music, & arts since 6th grade. Growing up surrounded by music, he started singing a five years old. Whether it was with his family, or with the praise band at church, Patrick always loved sharing his God-given gift. He started his college journey at Metroplitan University of Denver, but after one semester he transferred to Southwestern Adventist University in Keene, Texas. It was there that he began studying voice with Jonathan Wall. For two years, Mr. Knaubert toured with the university choral groups to Puerto Rico, the Czech Republic, Bratislava, and Salzburg. He decided to move to Cleveland to complete his studies. At Cleveland State University, he studied voice with Elizabeth Unis Chesko, until her retirement, and completed his vocal studies with Eileen Moore. He graduated with honors, having earned a Bachelor of Arts in vocal performance. While in Cleveland, Patrick was granted scholarship to sing with the CSU choirs. He also sang with the choir of Saint John's Catholic Church, the Cleveland Chamber Choir, Singers Club of Cleveland, and the Cleveland Orchestra Chorus. He often sings with himself in his home recording studio. Now, he is happy to be back in Colorado, working as an Entrepreneur, and singing yet again with another fantastic group, Saint Martins Chamber Choir. Incredibly grateful for every opportunity that he's had, Patrick wouldn't be here today without the love, and support of his family and friends.


The artist's role in society is to observe real life and report on it poetically. If the movement of his materials is sure and honest, the work becomes a beautiful gesture.
Color spit bite aquatint with aquatint and soft ground etching on gampi paper chine collé.
Image size: 22 x 25"; paper size: 28½ x 31". Edition 30.
Published by Crown Point Press and printed by Sam Carr-Prindle.
Image size: 12 x 9"; paper size: 18½ x 15". Edition 25.
Image size: 14 x 9"; paper size: 20½ x 15". Edition 25.
Image size: 11 x 11"; paper size: 17½ x 17". Edition 25.
Image size: 8¼ x 5½"; paper size: 13½ x 10½". Edition 20.
Drypoint with plate tarnish printed in sepia and black.
Image size: 47½ x 10"; paper size: 54¼ x 16¼". Edition 20.
Soft ground etching printed in black and yellow.
Image size: 18½ x 15"; paper size: 26¾ x 23½". Edition 20.
Color drypoint with flat bite etching.
Image size: 30¾ x 32"; paper size: 40 x 40". Edition 20.
Color drypoint with aquatint and flat bite etching.
Image size: 23½ x 20¾"; paper size: 34½ x 30¾". Edition 20.
Color drypoint printed on gampi paper chine collé.
Image size: 6 x 9½"; paper size: 14½ x 16½". Edition 25.
Color drypoint with flat bite etching printed on two sheets of paper.
Image size: 35¼ x (overall) 80½"; paper size: 35¼ x (overall) 85½". Edition 15.
Image size: 13 x 12½"; paper size: 22 x 20½". Edition 20.
Image size: 30 x 24"; paper size: 31 x 25". Edition 20.
Drypoint with aquatint printed in yellow and black.
Image size: 8 x 5¼"; paper size: 17 x 11½". Edition 15.
Soft ground etching with aquatint printed in yellow and black.
Image size: 22 x 13¾"; paper size: 30 x 20". Edition 15.
Image size: 2 x 1"; paper size: 8 x 5". Edition 15.
Image size: 16 x 10"; paper size: 27 x 18". Edition 15.
Direct gravure printed in blue.
Image size: 17¼ x 11"; paper size: 26¼ x 19". Edition 15.
Direct gravure with aquatint printed in black and yellow.
Image size: 13½ x 13"; paper size: 14¼ x 13½". Edition 15.
Direct gravure with water bite aquatint printed in black and blue.
Image size: 21 x 13"; paper size: 32 x 23". Edition 15.
Image size: 33¼ x 59¾"; paper size: 33¼ x 59¾". Edition 15.
Woodcut printed in dark blue on hosho paper mounted on rag paper.
Image size: 40¼ x 26½"; paper size: 41 x 27½". Edition 10.
Image size: 15¾ x 10"; paper size: 20 x 16". Edition 50.
Color soft ground etching with aquatint and embossing.
Image size: 12¾ x 8¼"; paper size: 12¾ x 8¼". Edition 20.
Set of four color soft ground etchings with aquatint and embossing.
Hard ground etching with plate tarnish printed in umber and black.
Image size: 71¾ x 15"; paper size: 77¼ x 19". Edition 10.
Color direct gravure with aquatint and spit bite aquatint.
Image size: 26½ x 16¼"; paper size: 39 x 24¾". Edition 15.
Color direct gravure with aquatint.
Image size: 18 x 23"; paper size: 28¼ x 32½". Edition 25.
Image size: 17¼ x 26¾"; paper size: 28¼ x 37". Edition 25.
Photogravure printed with color aquatint.
Image size: 6 x 8½"; paper size: 20 x 16". Edition 45.
Photogravure printed in ochre with color aquatint, and fingerprints hand-applied by the artist.
Image size: 10½ x 6¾"; paper size: 20 x 16". Edition 45.
Set of five direct gravures, with soap ground aquatint and hard ground etching.
Image size: varies; paper size: varies. Edition 65.
Image size: 10 x 10"; paper size: 16¼ x 14¼". Edition 65.
Image size: 11½ x 10¾"; paper size: 11¾ x 11½". Edition 65.
Image size: 11¼ x 17½"; paper size: 17½ x 21½". Edition 65.
Direct gravure with soap ground aquatint printed in black and grey.
Image size: 11½ x 17½"; paper size: 17¾ x 21½". Edition 65.
Color direct gravure with aquatint and hard ground etching.
Image size: 15¾ x 19¾"; paper size: 22¼ x 33". Edition 65.
One in a series of three color monotypes.
Image size: 44¼ x 36"; paper size: 49¼ x 40".
Published by Crown Point Press and printed by Lawrence Hamlin.
Image size: 44½ x 36"; paper size: 49¼ x 40".
One in a series of 38 color monotypes.
Image size: 21 x 16"; paper size: 30 x 21¼".
Image size: 21 x 13; paper size: 30 x 21¼".
Image size: 21 x 13"; paper size: 30 x 21¼".
Image size: 42½ x 30"; paper size: 42½ x 30".
Image size: 21 x 13"; paper size: 25 x 21¾".
Image size: 42½ x 30"; paper size: 42½ x 30"`.
One in a series of six color monotypes.
Image size: 10¾ x 7¼"; paper size: 10¾ x 7¼".
Image size: 10¾ x 7¼"; paper size: 19½ x 15¼".
Image size: 22 x 20¼"; paper size: 22 x 20¼".
Photogravure with engraving and mezzotint printed in blue or black.
Image size: 17¾ x 27¾"; paper size: 34 x 34". Edition 10.
Color soft ground and hard ground etching with spit bite aquatint and a drawing chine collé.
Image size: 27 x 17"; paper size: 40¾ x 27¼". Edition 10.
Color soft ground etching with sugar lift aquatint, drypoint, fingerprint and beer label chine collé.
Image size: 24 x 16¾"; paper size: 34 x 23½". Edition 10.
Hard ground etching with wood veneer chine collé.
Image size: 10½ x 4½"; paper size: 22¼ x 14¼". Edition 10.
Color woodcut printed in red ink on silk mounted on rag paper.
Image size: 13 x 20¼"; paper size: 22½ x 20¼". Edition 15.
Published by Crown Point Press and printed by Cai Yan.
Woodcut printed in red on silk mounted on rag paper.
Image size: 12½ x 14½"; paper size: 22½ x 23½". Edition 30.
Published by Crown Point Press and printed by Xu Yinshe.
Image size: 38 x 28"; paper size: 40 x 30". Edition 15.
Woodcut printed on silk mounted on rag paper.
Image size: 21 x 9½"; paper size: 27¼ x 20½". Edition 30.
Published by Crown Point Press and printed by Rong Bao Zhai.
Image size: 24 x 36"; paper size: 30¾ x 44". Edition 20.
Hard ground etching printed on three sheets of paper.
Image size: 75½ x 30"; paper size: overall 75½ x 30". Edition 5.
Image size: 19¼ x 20¼"; paper size: 19¼ x 20¼". Edition 15.
Color aquatint printed on two sheets of paper.
Image size: 24 x 36"; paper size: 30 x 44". Edition 25.
Image size: 36 x 36"; paper size: 52 x 45". Edition 15.
Soft ground etching with engraving, embossing and gold leaf stamping mounted on a bottle of Anchor Steam beer.
Image size: 5½ x 8¼"; paper size: 5½ x 10". Edition 100.
Image size: varies x"; paper size: varies x". Edition 25.
Soft ground etching printed in yellow with hand-applied gold leaf border.
Image size: 21½ x 23½"; paper size: 22 x 30". Edition 25.
Image size: 36 x 44"; paper size: 40 x 49". Edition 6.
Published by Crown Point Press and printed by Kathan Brown .
Marioni was born in 1937 in Cincinnati, Ohio, attended the Cincinnati Art Academy, and in 1959 moved to San Francisco where he still lives. His first sound work, One Second Sculpture (1969) was celebrated in the 2005 Lyon Biennial as presaging the work of many artists today who use sound and duration as subjects. His first museum show was in 1970 at the Oakland Museum of California. Titled The Act of Drinking Beer with Friends Is the Highest Form of Art, it was an early example of social activity as art. Over the years, Marioni has been invited to repeat the work in various contexts around the world.
In 1970 Marioni founded the Museum of Conceptual Art (MOCA), which he described at the time as "a large-scale social work of art." Until the museum closed in 1984, he organized many groundbreaking shows, including Sound Sculpture As in 1970. MOCA has entered history as the first alternative art space in the United States. Marioni had one-person shows in several significant venues for early conceptual art, among them the Richard Demarco Gallery in Edinburgh in 1972 and the Gallery Foksal in Warsaw in 1975. In 1977 he had a solo show, The Sound of Flight, at the de Young Memorial Museum in San Francisco. He has done installation/performance works at the Whitechapel Gallery in London (1972), the Institute of Contemporary Art in London (1973), the Centre Georges Pompidou in Paris (1980), and the Folkwang Museum in Essen, Germany (1982), among other museums.
Marioni was included in important sound art shows: For Eyes and Ears (1980) at the Academy of Fine Arts in Berlin, Live to Air (1982) at the Tate Gallery in London, and From Sound to Image (1985) at the Stuttgart Staatsgalerie in Germany. His work was shown in Out of Actions: Between Performance and the Object in 1998, organized by the Museum of Contemporary Art in Los Angeles. Drawing is central to Marioni's art, and in 1999 he had a drawing retrospective at the Mills College Art Museum in Oakland. His prints have been published by Crown Point Press since 1974. In 2006 the Contemporary Arts Center in Cincinnati presented a survey exhibition of his work since 1968. Marioni was included in The Art of Participation: 1950 to Now, in 2008 at the San Francisco Museum of Modern Art and The Third Mind: American Artists Contemplate Asia, 1860-1989 in 2009 at the Guggenheim Museum, New York. His work is in the collections of the San Francisco Museum of Modern Art, the Museum of Modern Art in New York, the Stadtische Kunsthalle in Mannheim, Germany, and other museums. He is represented by Anglim Gilbert Gallery in San Francisco and Margarete Roeder Gallery in New York.
Watch this video documenting our opening reception with Tom Marioni and Wayne Thiebaud that took place on September 13, 2017. Marioni's "Beer Drinking Sonata" (1996) was performed by 13 invited friends.
Watch this video of Bay Area Conceptual artist Tom Marioni working on his 2017 series of etchings.
Artist Tom Marioni talks about the works in his exhibition at Crown Point Press in San Francisco.
A real-time discussion centering on taste, truth, and fundamental laws as they apply to art and mathematics. Karp is a computer scientist and Turing Award recipient, and Rockmore a writer, mathematician and professor at Dartmouth. Marioni is a pioneer of conceptual art, and Brown is founding director of the etching workshop Crown Point Press in San Francisco, where the discussion takes place.


In today's video blog, I get passionate about our food supply and how it absolutely has affected our health. I gave several action steps at the end of the video.
One was to visit the recipe section of my website but I forgot to mention to specifically look for Tracy's Medicinal Smoothie which is my personal strategy to get a head start on eating the rainbow of colors even in my breakfast. Eating your colors is at ALL meals, not just dinner.
My Medicinal Smoothie supports a healthy liver and detox abilities, lipid membranes and healthy cholesterol, and is packed with omega 3's and anti oxidants which protect against a plethora of chronic diseases….and the greens – in addition to their role in detox – support healthy methylation pathways which is a subject I am passionate about – both in my own life and optimizing methylation status for my patients.
Pearls from my recent trip to San Francisco to attend the Institute for Functional Medicine Conference. The topic this year was Nutrition. In my video, I shared pearls from Dr. Mark Hyman (author and functional medicine physician), Dr. Randy Girtle (Duke U and Agoudi mice), Dr. David Ludwig (professor of nutrition and pediatrician with Harvard) and Drs. Michael and Lesli Stone on the influence of nutrition on the unborn fetus.
I've been studying nutrition for 20 years now and have had a private practice for 15 years. People ARE sicker today than they were 15 years ago.
Why? Because we have an enormous disconnect and ignorance of what has happened to our food supply, by the food industry.
Either we're devolving as humans….or it is Cause & Effect.
If you touched a hot burner, you'd learn not to do it again. When we identify triggers for migraines, they go out of their way to avoid the food or chemical.
But when you eat junk food (non organic, non whole foods), it's a slow poison. You dont wake up tomorrow with diabetes, cardiovascular disease, cancer, or dementia.
The medical system is broken. Docs aren't trained in nutrition or lifestyle medicine. They are great at saving you if you have a heart attack or car wreck. They fail at understanding the WHY of chronic disease.
And as a society, we've accepted this as status quo. We accept that drugs are the only answer.
But it's not. Solutions you ask?
Start with organic food AS OFTEN as you can. Not just when you can afford it. Yes, it's more $. Sickness costs $. Huge amounts of $.
Limit eating out to NO MORE than 1/x week and if you can work toward 1x/month, all the better. Eating in a restaurant is rarely organic, locally sourced, free raised food. If you do have that option that is great but WHY spend $75 a week on eating out. Spend time w/ your family and friends.
Find your own local sources for beef, pork, chicken, eggs. Choose organic dairy if you consume dairy products.
Check out my website which has HEALTHY WHOLE FOOD RECIPES. It's the food I eat. It's not five star fancy food. Just every day real organic whole food.


This organic sea salt spray imparts texture and life to hair, giving you a just-left-the-seashore feel with a beachy rose scent. Spray generously into hair and scrunch to desired effect.
Ingredients: Made with Water, Atlantic Sea Salt, Organic Aloe Vera, Organic Sea Kelp Extract, Organic Rose Geranium Essential Oil & Organic Palmarosa Essential Oil.


Established since the year of 2008 in Malaysia, Apply IT is founded by a group of dedicated people who is keen on helping small and medium businesses improve their production and operation efficiency at a budget. In this fast moving Information Technology Era, many businesses has evolved and traditional business is difficult to catch up with their competitors. This is where Apply IT steps in helping their clients to once again, join back into the competition and race to greater success.
However, moving into IT is not just about getting any software off-the-shelf and use; with Apply IT, we emphasize on uniqueness of software that makes you stand out from your competitors, it makes you better than them too. We're having years of experience on developing Custom Software Development to our clients of various industries ranging from Education, Aquaculture, Food & Beverage, Resort and et cetera. We work our way on developing the software that especially tailor-made that fits perfectly to your business. Do check out our Custom Software division for further information. Besides, we also provide one-stop website development services, e-commerce, IT consultancy and IT outsource support services.
Please ring us, we would love to hear from you.


text:
(Redirected from Fancyclopedia 3:About)
How to Join[edit]
Joining requires approval by the editors: we won't allow anonymous editing, and wish to avoid spammers, but otherwise we are open and inclusive and welcome all SF fans to contribute. Send an email to the editors at fancy3@baskerville.org and we'll help you get started.
If you are not known to the editors, please tell us a bit about yourself or help us by giving us the name of another fan who can identify you to us. Once we know who you are, you will be free to contribute as you like, editing and adding articles. (We don't do this to decide if you're "important enough" to edit, but to make sure that all editors are real and fans.)
About Fancyclopedia[edit]
Jack Speer, Our Founder, in 1938.
Science fiction fandom began in the 1930s, when readers of the pulp magazines began to write to each other. While fandom can be a very loose association, its members identify with fandom and with each other, and communicate with other fans.
Fancyclopedia 3 is a collective enterprise of all of fandom. Based on the previous works by Jack Speer (Fancyclopedia 1) and Dick Eney (Fancyclopedia 2), plus lexicons by rich brown and Leah Zeldes Smith, it is written by fans who want to contribute.
Like Wikipedia, while your editors do their best to maintain a common style and presentation, Fancyclopedia is edited by its users. And like Wikipedia, all fans are free to contribute and edit topics, suggest authors, and argue with the editors on matters of content, style or presentation. Make your changes — don't wait for permission! (And we're a lot less anal than Wikipedia, so hopefully it will be less frustrating to contribute!)
Please join! Joining requires approval by the editors, but we plan to be open and inclusive. We will not, however, allow anonymous editing, and wish to avoid spammers. If you are not known to the editors, please help by giving us the name of another fan who can identify you to us. Once we know who you are, you will be free to contribute as you like, editing and adding articles.
To join, see How to Join.
Articles[edit]
Like most encyclopedias, Fancyclopedia contains articles on people, events and organizations. It has a Fanzines category. It contains a glossary of fanspeak which is referenced by any articles using fannish terms (we started using rich brown's glossary (Dr. Gafia's Fan Terms)).
People: Biographies of fans and their achievements and exploits. We do not limit ourselves to BNFs!
Events: History — the happenings which shaped fandom (or are just interesting).
Conventions: Big, small and in-between.
Organizations: Clubs, including city clubs, apas, online lists, etc.
Fanzines: Focal point fanzines or just people's zines, including fannish websites.
We want the facts, but we also want good stories so that Fancy 3 gives people a flavor of what makes fandom, fandom.
We seeded Fancy 3 with the articles from Fancyclopedia 1 and Fancyclopedia 2, identified as such, Dr. Gafia's Fan Terms, and many new short articles and stubs. We've also pulled a lot of great information from Rich Lynch's notes towards a history of the '60s and Leah Zeldes Smith's lexicons in STET 9 and Spirits of Things Past 1. We depend on your contributions; get busy and write something. Go ahead and add credits for anything you contribute.
We're adding material as quickly as we can, but we're particularly in need of articles (even if no more than stubs) on fanzines, fans, clubs, and conventions. But general articles are fine, historical essays, whatever!
Editing is quick and easy and requires no arcane knowledge of HTML.
Articles should be relevant to science fiction fandom as such. We welcome material from closely-related areas, like SF -- though since the Science Fiction Encyclopedia does a fine job on SF-the-literature which we don't need to duplicate, we try to focus on what SF means (and meant) to fans.
In general, we are not interested in pop culture or in area such as comics which split off from fandom and are now essentially separate. So while comix fandom, animé, and the Society for Creative Anachronism (as examples) arose from science fiction fandom, they are now largely independent. Articles on other fandoms should note their relationships with science fiction fandom and provide links to sites concerned with those fandoms.
You can view recent updates and additions at any time by clicking on "Recent changes" in the menu on the right side of most pages.
Fancyclopedia 3 was edited by Jim Caughran through the end of 2010 and since then has been edited by Mark Olson. Jack Weaver and Joe Siclari provided strong support in the site's launch. John Bray ported it to Mediawiki and automated much of the design.
Retrieved from "https://fancyclopedia.org/index.php?title=Fancyclopedia_3&oldid=141260"


As a member of the Nikken family, I thank you for visiting my site. I hope to share with you the rewards of enjoying a wellness lifestyle — an opportunity that only Nikken offers. In 1975 Nikken introduced the concept of total wellness, an emphasis on balance in all aspects of living. For more than 30 years this philosophy has helped millions of people around the world to maintain good health and achieve financial security.
And as you will see, you can enjoy this satisfying and rewarding lifestyle without changing the way you already live. Nikken products, a Nikken Wellness Home and, if you wish, a Nikken business may help you to attain your dreams.
Dr. Sharon Louie has been a champion for meaningful health care solutions for over 25 years. Her focus has included clinical nutrition, Chinese herbal medicine, homeopathy, acupuncture and colon hydrotherapy.
Upon her introduction to Nikken, she decided to devote her lifelong passion and practice to align with the '5 Pillars of Health' principals that drive Nikken: Healthy Body, Mind, Family, Society and Finances. Because Dr. Louie takes the time to listen to her patients, she understands that health needs and goals can only be met in a balanced environment. Whether you are trying to improve your health, prevent disease, manage pain, or strengthen immunity, Nikken products can help you beautifully align your life to achieve balanced health.
For over ten years, she has trusted Nikken because they create the most advanced technologies for creating a wellness environment. And also because she knows firsthand that these breakthrough technologies work. Like Nikken, Dr. Louie combines traditional wisdom with modern technology and advanced engineering to ignite the healing power of nature within.


This thing is Horrid !
this thing is ugly it just combines one too many themes in one watch , a shame the tourbillon is there because it is a really high end piece.
this is HUBLOT also and some of everything its crazy , remember the Cheese watch last year crazy stuff from Moser, it is always interesting though.


According to my understanding, when we update information in the GUI and click 'Submit', it updates certain tables in its database named 'asterisk'. Then we press 'Apply configuration changes' bar on top which re-writes necessary config files in /etc/asterisk directory and adds/modifies information in /var/lib/asterisk/astdb database followed by reloading of asterisk.
My question is when we press 'Apply configuration changes', is there only one standard script which runs each time, or for each section of the GUI there is a different script? A brief description of how things work after pressing this bar would be highly appreciated.
It executes /var/lib/asterisk/bin/retrieve_conf which, in turn, recursively calls things out of each module's functions.inc.php file. For the simplest module demonstration of the ability to write out specific config files, you should look at the pinsets module. It's what helped get me up to speed.
or whatever the path is on your system.
Running just /var/lib/asterisk/bin/module_admin reload is not correct. That only reloads it does not re-write configs based on what is in the DB.
The correct script is amportal a r and that runs a retrieve_conf and a reload.
I am sure you are correct, that the proper way to do this is with 'amportal a r', but I just ran a test and confirmed that at least some .conf are rewritten when the '/var/lib/asterisk/bin/module_admin reload' command is issued.
so it work for reload that module in asterisk, but for the amportal doesnt work, can anyone help me in this one?.
but this returned me" Sorry, you must be root to run this script."
The user that runs amportal must be root. There is no way around this. You can add whatever user is running this script to the sudo groups. But thats a high security risk.
One possible work around might be to write to an intermediary logfile perhaps that the user has access to, and then have incron setup to run amportal a r with elevated permissions on a file change of that file.
how can i do that? i'm trying to do a phone lock, when the user wants to go out and keep the phone useless and unlock and make it work again when he/she come back, but the only way that i figured it out was reloading those modules, the amportal (to simulated the button orange in the freepbx web)and the asterisk config (to change the permission of the users in the custom contex).
to understand, it is like cron but works on files that change.
add a line to /etc/incron.d/yourfile.conf which will have the file you have unprivileged write access to, the change to the file you want to monitor and then the script/program you want to run.
The action matching item two on item one will trigger item three.
If you missed it in the man pages, /etc/incron.allow will need to have an entry for you un-privileged user.
If all you want to do is lock the phone you could write a short Asterisk script to do that with a feature code and a pin.
All this reloading FreePBX is an extremely convoluted. Just put the phone in a custom context that checks the status of the lock variable before passing the call to an outbound round. Create the lock variable in the astdb. All the feature code does is validate the PIN and set the variable.
when i dial some number, the system ask me the PIN but the phone isnt blocked, just ask me for the password, and let out the call even if the PIN is correct.