01 Federal Festival in Bonn Germany welcomes its Federal President. Flags of the Federal Republic on the houses in Bonn. The Lord Mayor of Bonn talks about the Town Hall. Heuss, half close, as a listener. Relay races from countries bring congratulations. Equestrian relay. Heuss, standing, half close, in the official gallery. Passing boats of Lake Constance, relay on the Rhine in the Federal House. Heuss, standing, waving, half-close. Heuss receives gifts. In addition to Heuss in the gallery. Duke Friedrich Adolf von Mecklenburg, President of the Olympic Committee. Turn demonstrations before Heuss. Heuss speaks on the grandstand to young people, half-close. Turner and gymnasts, half-close. Waving U.S. flag, great.
02. streiflichter from Germany a. Berlin Observatory for amateurs is assembled. Look through the telescope. Sunspots. Moon.
b. Ulm: Kleinstauto passes with 6 HP Kleinstauto road, trucks through and through. 1 cylinder rear-engine. Woman lifts auto out of parking space.
(c). Munich: Oktoberfest the Theresienwiese with people and carousels. People drive in carousel. Pirate ship. Ferris wheel. Balloons. Town crier. Sausages on grill. Chicken on skewer. Pretzels. Beer wagon. Beer serving and measure pitchers. Abut men.
03. table tennis like never the world champions in table tennis Victor Barna and Richard Bergmann, great. Play the champions against each other. Women's doubles: Barna/miner play against Australians. Long ball exchanges.
04. Toronto: Ship Noronic in flames burning steamer Noronic. Ground. Wounded on board. Injured in hospitals with associations. The burned-out deck of the vessel with lifeboats.
05. images from all over the world a. United States: Soapbox of the German winner in the Soapbox on the Empire State Building. Views of New York City. Soapbox race in United States. The winner will receive the German Champion Cup and congratulations.
(b). London: police on the River Thames ride policemen in historical uniforms from different years over the River Thames. Pirate boats. Spectators waving from bridges.
c. United States: 81-year-old parachutist old man rises in aircraft with a parachute. He speaks, original sound. "I'm 81 but still I'm a young guy. Don't forget it! Good bye folks, I'll see you, when I come down." Sports plane taking off. Old man on the plane, great. Take-off and landing. His young wife greets him.
01 Federal Festival in Bonn Germany Bonn the first German Federal Festival greets its Federal President after the major political events which celebrated last week. Participants from all countries of Germany, especially young people, heard the opening speech of the Mayor of Bonn.
German President Heuss was the center of many honors.
Staffetten the President conveyed greetings and congratulations of the countries and cities from all parts of the new Federal Republic and Berlin.
The highlight of the ceremony was driving past the Constance Staffette before the grandstand on the Rhine side of the Federal building. About 700 boats joined the squadron.
Then, loyal deeds and devotion gifts were presented to the President.
In the Gallery: Herzog-Friedrich Adolf von Mecklenburg, the newly elected President of the German Olympic Kommittess. About 30,000 people filled the Gronau Stadium and watched a colorful dance of sporting events in the framework of this first German Federal Festival.
Then German President Heuss said moving and heartfelt words to the youth, who had greeted him here and celebrated.
02. streiflichter from Germany a. Observatory, Berlin Observatory for amateurs. In Berlin have joined friends of astronomy in the Wilhelm-Foerster-Institute and completed an Astronomical Observatory with all necessary instruments themselves.
Sunspots - seen through the telescope.
The observations and results of this scientific amateur work be forwarded to other observatories of the domestic or foreign.
The world of craters of the moon.
The Observatory by the friends of astronomy is busy day and night.
In addition to the continuous research and observation one holds also for himmelskundliche lay lectures and optical guided tours through the world of planets and fixed stars.
(b). Small car a midget among the cars. With 6 HP go over hill and Dale. And a truck at right angles in the way, so it goes through just below.
Off-road is a gimmick. The new small car manufactured in Herrlingen near Ulm succeeds - as the major.
With approx. 4 liters of fuel consumption and over 60 km/h speed limit he adapts to city and transport in particular.
The heart of the car: a single-cylinder rear engine.
And the parking lot is so small, the car comes easily in and out.
c. Oktoberfest Munich regained its traditional Oktoberfest. After lean years, it showed again in its former glory.
From near and far poured tens of thousands of Rummellustiger on the "Oktoberfest" in the shadow of the Bavaria statue. There was "a pound Gaudi' for locals and tourists enjoy.
The sensations and attractions vied with the stalls and tents of culinary delights. And the Märzen beer flowed hectolitres-wise. Bright light and joie de vivre – it was like old times again.
03. table tennis as never the world champion pair in the table tennis Victor Barna and Richard Bergmann, during a visit in Australia, showed their great form.
Here the champions play each other. Each smash is taken: since the skilled person is amazed and surprised the layman.
And now a double: Barna-Bergmann, in dark shirts against the representative of Australia.
With wonderful precision and elegance, each alternately returns the ball. Note Barnas casual nonchalance.
Actually - table tennis like never before.
04. ship in flames the tragedy in the port of Toronto of the steamer "Noronic", which ran on the Great Lakes between the United States and Canada, was destroyed by a large fire in Toronto.
The fire originated in the early hours of the morning and attacked Right away at breakneck speed to.
A panic broke out among the 500 passengers. The path in the open, there was fierce fighting. But long since not all managed the rescue. As the morning dawned, more than 120 people on the burning "Noronic" were included. Only hours later, the recovery of the dead could begin.
In the meantime, the hospitals and the quickly established makeshift hospitals filled up with casualties.
So far succeeded in Not yet, to clarify the cause of the fire. In total, approximately 200 people in this accident were killed.
It was one of the worst disasters in the history of modern navigation.
05. images from all over the world: a. Seifenkistlrennen, United States of the winner of the German Seifenkistlrenner, the 13-year-old Ekkehard Kornmesser, a trip won as a prize to America.
And here he is in New York and admired the famous view from the highest building in the world, the Empire State Building.
And here is Ekkehard Kornmesser guest American soap box Derby in the State of Ohio, the model for the German Seifenkistlrennen. 50,000 spectators in the stands and at the start of the best Kistlfahrer of the country. Also here are only self-made car. And here and there the same voltage, the same excitement for young and old.
And that's the lucky winner. With prize and handshake of his German colleagues.
b. police on the River Thames, England before 150 years in London the Thames police founded. On this occasion, a festive water parade in historical robes found Instead of now.
Bloodthirsty pirates remind of the times long past, in which the Thames was dominated by criminal gangs. But by 1800 on her life was over. The Thames police cleaned up with them relentlessly.
The parade showed the water police from yesteryear to today - past and present of a historical stream of all kinds.
c. 81-year-old, the 81-year-old Americans Bernard Mac Fadden parachutists had a strange ambition. For eighteen years he was pilot, but never he had jumped off with the parachute!
Now he wants to do so voluntarily this omission at the celebration of his 81st birthday.
(Original sound): "I'm 81 but still I'm a young guy. D'ont forget it! Good bye folks. I'll see you, when I come down."
The old man seems nervous not knowing. And it's so far.
A bold leap - and still sails the enterprising Methuselah through the skies.
The tear swells — the Earth and Mrs Mc Fadden got him again.
After the important political events of the last weeks Bonn celebrated its first German Bundes-Festival. Spectators - mostly young people - from all Western lands listened to the opening speech of Bonn's burgomaster. Reciepient of many marks of honour was Bundespresident Heuss. Relay runners from all parts of the new republic and Berlin submitted greetings and congratulations of several lands and cities to the president. Highlight of the ceremony was the procession on the Rhine of the Bodensee relay team. About 700 boats participated. Documents and gifts were presented to the president. On the grand stand of honour: the Duke Friedrich Adolf of Mecklenburg, the newly elected president of the German Olympic Committee. About 30 000 people gathered at Gronau Stadium to watch various sport performances. Bundespresident Heuss than spoke to the youthful audience.
An observatory for amateurs. Friends of the Wilhelm Foerster Institute have founded an observatory with all necessary instruments. Sunspots - seen through the telescope. Observation and results of this scientific amateurs' work are being submitted to other observatories at home and abroad. The craters on the Moon. The observatory is visited day and night by astronomy fans. Beside a constant watching and searching of the heavens, lectures are held for laymen of astronomy.
[...] messer won a trip to America. [...] admiring the view from the world's highest building - the Empire State Building. And here Ekkehard Kornmesser as guest at the American Soap Box Derby in the State of Ohio, the model for the German soap box derby. 50,000 spectators watched on the grand stand and start the country's best soap box racers. Only selfmade cars are permitted. and also here, the same enthusiasm, the same thrill for youngsters and grown-ups. And this is the happy winner with a prize and the handshake of his German colleague.
The Thames Police was founded 150 years ago in London. This was the reason for a water corso in historic costumes. Pirates remind us of old times, when the Thames was ruled by criminals. But their easy life ended after the year 1800, when the Thames Police cleaned them up thoroughly. The corso included all kinds of water police from old times till today - past and present of a historic river.
81-Year-Old American Bernard Mac Fadden had a queer ambition. He was a pilot for 18 years but never jumped off the plane with a parachute. Now he wants to make up for this neglect on his 81st birthday. (Original Sound). The old man does not seem to have any nerves at all. A daring jump - - and the adventurous Methusalem sails slowly through the air. He is given back to the earth and Mrs. Mac Fadden.
down the hills. And when a big truck stands in the way, it slips right through. This new small car which is made at Herrlingen near Ulm manages every kind of road like its big brothers. It runs 60 kilometers per hour and needs approximately 4 liter gasoline, and is most suitable for trips in town and suburbs. The heart of the car: a one cylinder motor in the rear. The parking lot is never too small; this little car gets in and out in any case.
After long meager years Munich had again its October Fair in all its old glamour. Ten of thousands of people came to the "Wies'n" and there was lots of fun for natives and strangers. All kinds of sensations competed with bazaars with "Würstle" and good beer. Glittering lights and the joy of life - like old times.
The world champion team Victor Barna and Richard Bergmann exhibited their skillful playing on a visit in Australia. Here they play against each other. Each ball is give back. And now a double: Barna-Bergmann, dark shirts, against Australia's representatives. In fact - this is ping-pong as it was never seen before.
The "Noronic," which sailed between USA and Canada was destroyed by fire in Toronto harbour. The fire started early in the morning and spread with enormous speed. A panic broke out among the 500 passengers, everybody fought for a way through the fire. At dawn 120 persons were still caught inside the burning "Noronic." It was hours later before one was able to search for their bodies. Hospitals and first aid to search were crowded with injured passengers. It is not yet clear what caused the fire. About 200 persons died in this terrible accident. This was one of the greatest catastrophes in the history of modern navigation.


A collaborative album made with Laura Gisbon. This project evolved around an exploration of voice, stream of consciousness lyrical improvisation, and processed sound. Through improvisation and editing the artists worked together to investigate methods of collaborative authorship, creating an album that works to explore and combine their distinct histories and aesthetic leanings.
Music video for "Sun". Directed by Kari Coleman.
Music Video for "Younger". Directed by Ryan Jeffery.


Jay Betchan may be a late bloomer to the game of golf, but he's making up for lost time.
The 38-year-old Betchan tamed the long and arduous Cottonwood Hills course on Tuesday, firing a 36-hole score of 1-under 143 at the USGA Public Links Qualifier.
Betchan, the only player to shoot par or better in either round, finished six strokes ahead of Zac Burton of Manhattan. A native of Garber, Okla., Betchan advances to the National Public Links Championship on July 14-19 at Murphy Creek Golf Club in Aurora, Colo.
"This is the first one I've ever qualified for it," said Betchan, who played the final six holes in 4-under par. "I'm pretty excited to get up there to Colorado. I think my buddy Tim (Harris) will come out and caddy for me up there, too."
Burton, who had a pair of eagles on the par-5 15th hole and was just two strokes behind with six holes to play.
But Betchan, who didn't pick up the game until his senior year at Oklahoma State, made the swing of the day. He knocked in an 8-iron from 160 yards out on the par-4 13th hole for an eagle.
"Just a smooth 8-iron," Betchan said. "I hit about four feet away during the first (round) and Tim told me, 'Let's see if you can get a little closer this time.'"
He did. Bethan's 8-iron landed softly four feet in front of the pin, took one short skip and rolled into the hole. The eagle was just one of several good shots for the Oklahoman on the back nine. He shot 3-under 33 twice on the back nine with seven birdies and an eagle.
Betchan credited his iron play and putting for the two solid rounds.
"I didn't hit the driver that well today, but I hit my irons close for the most part and I made all my 10-footers," Betchan said. "That was the key - hitting it tight and making the putt. The kid I was playing with (Scott Tunnell of Tucson, Ariz.) was hitting it by me all day long, but I just hitting good irons in there."
Betchan, who works for the U.S. Department of Agriculture, praised the condition of the 7,200-yard, par-72 course after his long day was over.
"You can't ask for better conditions," he said. "If there's a better maintained public golf course in the state, I'd like to see it. The greens are absolutely perfect. You could not complain one bit about the greens. The zoysia grass in the fairways, it's like the ball is teed up every time.
"And the tee boxes are probably the best-looking ones I've ever played on in my life. It's like standing on five sets of practice putting greens at the start of each hole."
Betchan, whose home course is Rolling Meadows Golf Club located about 20 miles east of Enid, Okla., figured a 36-hole score around even-par would be good enough to win the tournament.
"We came up and played some practice rounds a couple weeks ago and I wad thinking that even-par should win it, as difficult as the golf course was," Betchan said. "I'm pretty happy to shoot 1-under par. I'm not surprised 149 was second place, as difficult as this course was.
"I've been the first alternate before, but never won it. I've been close before, but never got in, so this is great."
Burton, a former Kansas State football player, will be the alternate this year. The 30-year-old Herington native was done in by a triple-bogey 7 on the 11th hole in the morning round and a double-bogey 6 on the fifth hole in the afternoon. He played the other 34 holes in even par.


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Reaptown (2020)
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redpajama_set_name: RedPajamaCommonCrawl


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Spyderco Slysz Bowie Review
High End Spyderco Taiwan
Spyderco Slysz Bowie
Quality manufacturing, classic styling, comfortable to carry and use.
Priced somewhat high, design changes are less desirable than the original, limited quantities made
Despite some less than desirable changes, the Spyderco Slysz Bowie Exclusive was a joy to handle.
Marcin Slysz has been making knives for quite some time. He makes beautiful, custom folding knives, that fetch high end price tags. But as many one-man-show knife makers do, Marcin has teamed with Spyderco multiple times to make collaboration knives, which are manufactured by Spyderco on a production level to meet the demand of high quantities for the masses. And the one knife that has perhaps been the most requested knife to return to production after halting new units years ago, Spyderco has re-released the infamous Slysz Bowie.
But, this time around, there have been some changes to the iconic piece that's so sought after. Adding a distributor exclusive to the list of hands the production and sales process goes through, Knifejoy commissioned Spyderco to make this new version of the Bowie. Some buyers and skeptics were less than pleased with these changes, but no matter how you slice it, most would agree that it's nice to have more of these folders out there in circulation. So, after years of waiting, we can discuss the folder that was once nearly impossible to acquire, review it in it's entirety, and go over the changes made for the new production run.
Key Specs: Spyderco Slysz Bowie
Thumb Hole
The Slysz Bowie blade is quite well done, for many reasons. The steel composition, Bohler M390, remains a top tier choice for production and custom knives alike in 2021. It's bested in some aspects by other steels in particular categories, but holds strong as a well balanced steel for corrosion resistance, wear resistance, and touts moderate toughness. It may not be the easiest steel to sharpen by some users, but with the availability of diamond stones today, that is quite easily remedied. The original version of the Slysz Bowie was semi-mirror stonewashed, with CTS-XHP steel.
Both the original and Knifejoy version are the same 3.4" in length, with a stock thickness of 0.14", but the new release is a belt satin finish instead of the stonewash. And it's here that we arrive at our first comparison between the original and new version, that is debatably better on the original. I personally like CTS-XHP over M390 myself, but that's subjective. The loss of the tumbling process to get the blade to a stonewashed finish is a miss on the part of Spyderco (or Knifejoy, whoever made that decision). The blade looks nice with the belt finish, but looked much nicer on the original. And, in my opinion, the blade having rough edges at the opening hole, blade spine, and jimping make the blade feel much less premium than the original. There are probably reasons beyond what is made known to the consumer to skip this feature on the blade, but I think this knife would have been much better received by consumers if the stonewashed finish had been maintained as part of the knife's design.
The blade shape of the Bowie isn't truly a Bowie in the traditional sense. A Bowie blade typically has a large clip point that drops down toward the belly, and this knife does not follow that overall style much. This Bowie is really more of a standard drop point blade, with a full flat grind, and a delicate swedge taken out at the spine. It's a great shape in terms of use and styling, but doesn't follow the traditional Bowie shape. Near the heel of the blade is the text, designating "Spyderco", and "M390" on the show side of the knife. On the lock side, "Taiwan" and "Taichung" are printed for the knife's manufacturing identity to be displayed. And with 3.4" of blade length, and a stock thickness of .13, it's a good blade for use in most EDC cases.
Deployment / Lockup
The Slysz Bowie uses Spyderco's typical opening hole for deployment. You've seen it before, probably used it before, and have your opinion on it as a deployment method. I do think it's one of the best ways to implement a method of opening a blade on a folder, but it doesn't come without trade-offs. As previously mentioned, the opening hole isn't chamfered as heavily as it should've been. This could be just a byproduct of skipping the stonewash stage of blade manufacturing, but when a knife fetches this kind of retail price, you hope for a more polished feel in places that are frequently touched by the user. And, in less common cases, there have been blade breakages at the opening hole. This seems to be almost completely isolated to blades made in Maxamet and 204P from what I've seen reported on social media and knife forums, but it may be more widespread than what we see from end users. This is not to say that Spyderco should change their long-time use of the opening hole, but mentioning it as one potential trade off seems reasonable.
Detent strength and feel are very nice on the new Slysz Bowie. The blade seats nicely in the closed position without wiggle or movement, which is less common than you might imagine. I'm always surprised to see how many folding knives I go through that have blade play when closed. On to opening the knife, popping the blade free from it's closed position gives satisfying feedback. The smoothness that is felt when getting the blade to begin to open is quite pleasing, and is reminiscent of the Spyderco Spydiechef. The smoothness in the pivot during deployment is extremely smooth, and has almost no binding or stuttering. It's very…. Sebenza, shall we say. Oil on glass, hydraulic, sleek. Very refined.
And stopping the blade in it's open position is positive in every sense of the word. The audible click of the frame lock, the blade stopping against the stop pin, and the rigidity and tightness of the lockup is superb. There is no blade play or wiggle to be found when the blade is locked in place. The machining tolerances have been maintained well between the old version and new version of the Slysz Bowie. Unlocking the blade is as effortless and smooth as anyone could ask for. Even in the Chris Reeve Knives realm, there is a touch of lock rub, if not lock stick, when unlocking the blade. The Bowie is completely silent. Zero binding or rubbing. Just titanium effortlessly moving away from hardened steel. I even gave the blade multiple hard openings, and not once did I ever have the lock position change, or have any blade play or lock stick.
Features, Fit and Finish
The Knifejoy Slysz Bowie features many of the same things as the original, like a wire clip for carry (right or left hand, tip up carry only), titanium construction with contoured handle scales, a 3.4" blade at .13" thick, and an overall length of 7.8". The biggest change between the original and the new dealer exclusive, is the anodized handle scales. The original Bowie had plain titanium scales, that were stonewashed. This gave the scales a beautiful, weathered look, with a slightly smoother feel in hand. Which is what you'd expect for a $300 knife. Now, with the new Bowie, we have a blue anodized handle scale offering. I personally think this is an even bigger mistake than the blade steel change and blade finish change. Not because of the color, which is subjectively better or worse, depending on preference. But because it's no longer stonewashed, and the blue anodizing picks up dirt faster than lightning, and wears off easily.
Knifejoy has commissioned other blue anodized titanium folders in the past. Namely, the Spydiechef. It looks cool, it's different than the original, and gives collectors a reason to buy the same knife twice. But every time I've seen or held one of these blue anodized Ti knives, they're dirty. I know it's dirt because it can be cleaned off quite easily. But, we are now paying $400 instead of the previous generation Slysz Bowie's $300. Now, I do understand why the price has increased. We've gone through inflation around the world, and that has to be trickled down to every part of sourcing materials and making knives. And, Knifejoy likely has to front Spyderco tens of thousands of dollars to make an exclusive knife, just to satisfy the masses who want the Bowie back in production. But charging $100 more, and skipping parts of the manufacturing that helped justify the original price, feels hard to quantify. Yes, the knife is still very well made, with tight tolerances, and quality materials. But there's no denying the elephant in the room when comparing the original to the new version in terms of a price hike with arguably worse finish.
Knives in this price range (around $400), like all price points, are not all made with the same philosophy of use. Some are made as an incredible slicer, some are made as (badly) sharpened mini pry bars. And that's OK. Different vehicles are made for different purposes, too, right? With the Slysz Bowie, we're in a middle ground between an EDC use knife that can be used in harder cutting tasks, but also has a semi premium build quality that begs to be used lightly and kept clean. And it does well for its intended purposes.
Cutting sisal rope is probably not on your list of EDC items to cut on a daily basis. It really is terrible to work with, unless you're using it for something that utilizes whatever benefits it may have that I'm not aware of. But, for testing a knife's blade geometry, sharpness, heat treat, and ergonomics, it's a great test medium. I use it for all knives that pass through my hands, whether its something I've purchased to keep, or something I'm using for review. And in the case of the Bowie, it's a great user. Many knives I use have an over-polished edge from the factory. Sure, a polished edge looks nice, and if it's been sharpened with proper abrasives, a polished edge can be aggressive enough to cut well, too. But I've been quite impressed with Spyderco's factory edges, especially in the recent couple years.
There's still evidence of belt chatter (lines in the edge from the machine belt sharpening), and the edges can be overheated in some cases (which is evident in subsequent sharpenings, where the edge longevity improves drastically). The Slysz Bowie comes with a nice sharp factory edge, with enough bite to it to cleanly and easily cut the sisal rope on a wood table top. The crunch that's heard when cutting this rope in one push is very recognizable. Most knives I use require a bit of sawing action or a very hard push to get through the rope. But the Bowie did it many cuts in a row, without skipping a beat, cutting cleanly every time. And I didn't note any rolls or micro chips in the edge apex. It may not seem like something you'd see or feel in the edge after just a few cuts, but there are many knives I test that present edge deformation after only a couple cuts.
Carrying and using the Bowie for daily tasks was admirable. The knife slides easily in and out of the pocket thanks to the wire clip, deploys quickly and easily, makes cuts very well, and hides back in the pocket nicely. The contoured handle scales pull double duty, not just with ergonomic advantage, but with comfort in the pocket as well. One annoyance I had in pocketing the knife, though, was the lock bar relief. It's cut on the outside of the knife. There's an argument in design that I've read many times, which is that the lock is stronger with the cutout on the outside rather than the inside. While that may be true, I seriously doubt anyone will be pushing a Slysz Bowie to destruction through folding the lock bar in on itself. And, with many frame lock folders around today, there is some kind of lock bar stabilizer, AKA overtravel stop.
The Sebenza and Inkosi are also knives that don't have this feature, but their respective pocket clip will typically stop the lock bar from traveling out too far the wrong direction. But with the Bowie, the pocket clip retention isn't that tight, being the wire clip, and there's no lock bar over travel stop. A few times I was using and unlocking the knife, I felt myself accidentally push the lock bar just a little further past where I meant to. I'm not overly hard on knives, and keep a good conscious thought to using them properly. But when working outdoors using other tools, sometimes the level of concern drops, and things move faster than normal. And in this case, I would've appreciated an over travel stop.
The ergonomics of the Bowie are quite good. I refrain from using the word "great", because there are aspects of the design that don't quite melt into the hand. But it's good overall. The contoured scales aid in a premium feel, but are not chamfered well enough on the inner edges to prevent a sharp line from digging into the palm in a harder squeeze. Again, I know this isn't the world's hardest use knife, but actual use ergonomics are much different than tabletop review ergonomics, so it's worth noting. Another first-world problem with the Bowie is the opening hole access from the lock side. If Spyderco is going to put a pocket clip on the left-hand carry side of the knife, why design the lock bar to cover half of the opening hole? Yes, this is probably the design from Mr. Slysz rather than Spyderco, which is seen on more than one production folder designed by this maker, but it's a tad annoying when considered in this use. There is a cool factor to the opening hole location, though. When viewed from the show side, the lock bar covers exactly half of the opening hole, while simultaneously continuing the handle scale line from show side to lock side, back to show side when viewed from this angle. It's quite the visual design choice, and gives admiration to the style of this knife.
Fit and finish are about as good as it gets on a production folder. Many keyboard warriors will argue that if it's not a Chris Reeve knife, or hand made custom folder, it can't be "that good". But Spyderco can hold their own in machining quality. They have put out a knife here that is built very well, fits together and functions as smoothly as anything else comparable, but could use a touch-up in terms of finish. All they really had to do was follow the original Bowie with the stone washing process on the blade and scales. But, things change, and these sold out in minutes anyway, so maybe one reviewer's perspective doesn't match everyone's perspective. And when looking at hardware, there's no denying that Spyderco uses quality parts, but not as high a quality as Chris Reeve. We bring in CRK frequently to the review comparisons because everyone is familiar with their quality, and they're known for setting the bar in that sense. But Spyderco's Bowie will hold together just fine with the screws, pivot, and materials they've used.
Marcin Slysz has designed several folders in collaboration with Spyderco. The original Bowie, the Techno 1 and Techno 2, the Spydiechef, the Swayback, and this new variant of the Bowie. Chosing any one of the Slysz/Spyderco designed knives would suffice as a comparable alternative to the new Bowie, as they all have familiar design language, albeit different sizes and blade shapes.
But, the Bowie stands alone in this group of folders, as one that is priced notably higher than the rest. And for that reason, our alternatives must push away from the mid $200 price range, up into the $400 price range. So, in almost predictable fashion, we can compare the Bowie with knives out of the typical Spyderco lineup. And first on that list, is the Chris Reeve Knives Sebenza. At $450, it's a tick higher in price point than the Bowie, but the Sebenza is a knife that many people can easily associate with.
Now touting S45VN blade steel, a drop point style blade, titanium handle scales, and a comparable weight (4.7oz vs the Bowie's 4.3oz), there are more matching data points than one might think when comparing these two iconic folders. CRK is well known for a warranty that will likely take care of anything on the knife that wears out or breaks in normal use, while Spyderco has had a hard time pleasing users in backing up their product. They do have a warranty, and they will typically offer to repair damaged parts, but for example if a blade is broken, they will offer to regrind it or offer credit back to their store. Which is just OK. CRK will replace the whole blade, for a fee, but it can be done under normal service. And, CRK sells parts for all their knives on their website, while Spyderco doesn't seem to have much available after purchasing the knife.
And, in the same boat of pricing (but maybe not durability) is the Hinderer XM-18. Carrying a Hinderer is satisfying, as it's heavy, tough, durable, and very high quality. The action is always smooth as possible, when using any of the three available pivot options included with the knife – teflon, bearings, or phosphor bronze washers. Rick Hinderer's folding knives are built with a much higher level of quality and durability than that of the Slysz Bowie, but it's a knife that many in the folder world are familiar with. Having a similar overall size, smooth action, and premium price tag, the XM-18 is quite comparable to the Bowie. Hinderer does have a huge selection of parts available for his knives, though, so making the knife completely customized to your liking, while still maintaining a nearly perfect end result is quite unique to the Hinderer folding knife lineup. The XM-18 is, like the CRK Sebenza, about $50 more expensive than the Bowie, but we know where that money is going in terms of the Hinderer.
Pocket knives that are priced in the $400 range tend to have points of justification that quantify their price. Like Chris Reeve Knives, or Rick Hinderer Knives, they are considered "mid-tech" folders, where many of the parts are machined by hand, or made in house. The knives are almost at a custom level, and use machining that is of the highest tolerances and technology available. They have legendary status among the folding knife world, albeit somewhat antiquated in some ways by today's standards. These two companies have, afterall, been making very much the same knife for decades. That's not to say they are no longer relevant, but that to some who seek the latest and greatest, they can become a bit boring.
So with this perspective of high end production knives, even with a $50 increase over the Slysz Bowie, is Spyderco going too far above their market ceiling in asking for $400 for the limited edition of the Bowie? I venture to say no. With considering the tooling necessary, the quality put into this knife, and the uptick in today's cost of manufacturing and materials, this knife is mostly justifiable at $400. That's not to argue that it's made as well as the other two mentioned makers here, but considering all points of breathing life back into this folder, it does make sense. I would've liked to see the original XHP steel used, as well as at least not anodizing the scales, if not tumbling them for the original look, but with Knifejoy being the exclusive dealer for this variant, I see why they went with these choices. It was a joy to handle and use the infamous Bowie, even with the less than desirable changes.
Last updated on Feb 4th, 2022 by Matt Davidson


text:
package org.kuali.continuity.plan.action.dto;

import org.kuali.continuity.action.dto.RefDTO;
import org.kuali.continuity.domain.InstructionSelect1;
import org.kuali.continuity.domain.InstructionSelect2;
import org.kuali.continuity.plan.domain.AllCoursesPractice;

public class AllCoursesPracticeDTO extends PracticeDTO {

	public RefDTO departmentExpansion = new RefDTO();

	public AllCoursesPracticeDTO() {
		super();
	}

	public AllCoursesPracticeDTO(AllCoursesPractice dObj) {
		super(dObj);
		this.departmentExpansion = new RefDTO(dObj.getDepartmentExpansion());
	}

	public AllCoursesPractice getPractice() {
		AllCoursesPractice dObj = new AllCoursesPractice();
		dObj.setDepartmentExpansion(new InstructionSelect2(this.departmentExpansion.id.equals("0") ? "" : this.departmentExpansion.id));
		dObj.setCurrentUsage(new InstructionSelect1(this.currentUsage.id.equals("0") ? "" : this.currentUsage.id));
		dObj.setComment(this.comment);
		return dObj;
	}

}

redpajama_set_name: RedPajamaGithub


ACT and/or SAT scores, high school transcripts or GED, and official college transcripts, if applicable.
This is key to exploring your financial aid options.
"SMWC helped me realize what I want to do"
Find out how the numbers add up.
Choose from a variety of academic programs to suit your passion.


text:
Eisenhower's Antos is one of 10 educators up for state teacher of the year, but he says he's still just learning in a career he loves
By Jeff Vorva
Justin Antos, right, stands with, from left, his father Jim, his mother Mary and wife, Samantha at a celebration in February to celebrate his regional Teacher of the Year honor at Eisenhower High School in Blue Island. (School District 218)
Justin Antos grew up with two parents in education and he had a love for music.
It figured he would either be a teacher or a musician.
He is both.
Antos teaches music at Eisenhower High School in Blue Island, St. Xavier University in Chicago and Trinity Christian College and on the side, he writes and records music.
He has the best of both worlds and, at age 36, he is enjoying his opportunities.
"I reap as much benefits as the kids," Antos said. "It never becomes stale. These were some of the best times I had growing up when I was in high school and playing in the bands and to get out of bed and do that as a career, I feel like I'm still in high school in many ways.
"It's like being back in time."
Even in high school, he probably never started a year like this.
Since the calendar switched to 2022, Antos has been heaped with praise and accomplishments including being named a regional Co-Teacher of the Year in Cook County by the Illinois State Board of Education and is in the running for the state's Teacher of the Year Award, which will be announced later this year. He is one of 10 teachers up for the award.
ISBE also honored Oak Lawn Community High School's Marwa Elmasry for Bilingual Teacher of the Year.
It also listed a long list of names for meritorious service.
From the Southland, classroom teachers Jessica Acklin (Calumet District 132), Jacque Clancy (North Palos 117), Matthew Cielucha (Lansing 158), Stacey Froeschle (Summit Hill 161), James Kowalski (Southland College Prep), Rachel Martin (Matteson 162), Christopher Moran (Lansing 158), Linda O'Dwyer (Flossmoor 161), and Jillian Sosnowski (Homewood 153) were named.
Early career educators from the area who made the list were Jamie Arvesen (Lansing 158), Ailysh Cooper (Oak Lawn 229) and Ashley Daniels Evans (Homewood 153).
"The Teacher of the Year program recognizes the people who make education In Illinois so exceptional," said State Superintendent of Education Carmen I. Ayala in a news release. "Our students have been in the most capable hands despite the challenges of the past two years.
"Our Illinois educators and their level of commitment, passion, and dedication have been a guiding light for students and communities in a time when we have needed it the most. I am so proud of each and every one of our honorees and especially of our finalists for Illinois Teacher of the Year. This recognition is the highest honor in our profession."
For Antos, it's the third honor for him this year. He was also nominated for the Grammy Music Educator Award and was named one of Yamaha's 40 Under 40 teachers, which celebrates excellence in music education.
"It's been a crazy year, that's for sure," Antos said. "It's been humbling."
His father, Jim, was a longtime educator and former principal at Brother Rice. His mother, Mary, was an educator and a nurse.
"I was around education my whole life," Justin Antos said. "I would like to think I'm equal part educator and equal part musician. I still play music and I still write music. I engage with that every day. That's what I love to do. It's been really organic and natural to grow up with educators and that mindset."
Antos, who said he loves all types of music, has his own studio and writes and records songs. He said he does it mostly for himself to unwind and burn stress. He points out that some people have hobbies such as golf, his is music.
He added that if the right opportunity comes along, he will share his music.
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"If Disney said, 'hey we need a soundtrack for something,' I got that," he said. "I'll be ready when the time comes but this is just for me."
This is his 14th year in education and 13th year at Eisenhower.
He graduated from Brother Rice and picked up a degree from St. Xavier University. He has master's degrees from Boston University, Central Michigan University and Olivet Nazarene and earned a Ph.D. from Auburn University.
Even with all of those degrees, Antos still is always learning.
The students at Eisenhower have been good teachers. Prior to his career at the Blue Island school, he didn't know much about mariachi music. He soon learned through his pupils and eventually formed a mariachi ensemble, and it is one of his favorite groups.
"It's probably the best career I could ever have," Antos said. "The reason I love it so much is because I get a chance to learn about the kids and what they are into and as a result of that, I feel like I've become a more inclusive, well-rounded educator."
Jeff Vorva is a freelance reporter for the Daily Southtown.
Richton Park reaches $12 million settlement with family of 12-year-old boy shot by SWAT officer in 2019
Aurora, Oswego seek new boundary agreement
Slayings of 5 women at Lane Bryant store 'in our thoughts, in our heads every single day,' Tinley Park police say at 15th anniversary


South Australia's grape and wine industry has access to a reliable source of funds through the wine industry funds. This gives it the capacity to innovate, the ability to adopt best industry practice and the resources required to respond positively to the demands of the modern market place.
winemakers who grow their own grapes.
Contributions to the South Australian Grape Growers Industry Fund are made by all South Australian wine grape growers but not winemakers.
Get the contribution and refund forms.
Winemakers are responsible for sending contributions to PIRSA for all grapes they process. This includes all of their own grapes and any they process for others. The winemaker is also responsible for making contributions for any intermediaries involved in the sale of the grapes.
contribute themselves, to receive direct benefits or services funded by payments from a fund.
Revised management plans have been prepared for the seven grape and wine industry funds. The revised plans will be presented at a public meeting convened under Section 9 of the Primary Industry Funding Schemes Act 1998 at 10.00 am on Wednesday 19 September 2018 at the PIRSA offices level 14, 25 Grenfell Street Adelaide. Feedback on the plans will be considered before they are finalised.
Primary Industry Funding Schemes Act 1998.


text:
AN ACT TO AMEND THE CHARTER OF THE CITY OF REHOBOTH BEACH RELATING TO THE ALDERMAN AND ASSISTANT ALDERMAN.
Section 1. Amend the Charter of the City of Rehoboth Beach by making insertions as shown by underlining and deletions as shown by strike through as follows:
Alderman and Assistant Alderman
Section 21A.
(a) The Mayor upon the approval of this Act, shall appoint some suitable person to act as Assistant-Alderman. Any person appointed by the Mayor to serve as Alderman or Assistant-Alderman shall be at least Twenty-One (21) years of age, shall be of good character and reputation, and shall be a resident within six (6) miles of the corporate limits of The City of Rehoboth Beach and shall not be a member of the Commissioners of Rehoboth Beach. Any person appointed by the Mayor to serve as Alderman or Assistant-Alderman shall be appointed for an indefinite term and any such appointment shall be confirmed by a majority of all members of the Commissioners of Rehoboth Beach. Either the Alderman or the Assistant-Alderman may be removed from office at any time by the affirmative vote of Two-Thirds (2/3) of all the elected members of the Commissioners of Rehoboth Beach.
(b) Before entering upon the duties of his office, the persons appointed by the Mayor to serve as Alderman and Assistant Alderman shall be sworn or affirmed by the Mayor to perform the duties of his office honestly, faithfully, and diligently and to uphold and enforce the Charter of the City of Rehoboth Beach and ordinances duly enacted by the Commissioners of Rehoboth Beach and to carry into effect all orders of the Commissioners of Rehoboth Beach made pursuant to any law of this State. The Assistant Alderman shall perform the functions of the Alderman if the Alderman is unavailable and at such other times as may be designed by the Mayor. During such periods, the Assistant Alderman shall have all the powers and duties of the Alderman.
(c) The Commissioners of Rehoboth Beach shall procure a suitable record for the use of the Alderman and the Assistant Alderman. Such record shall be known as the "Alderman's Docket." The Alderman and the Assistant Alderman shall each record all official acts and proceedings in the "Alderman's Docket."
(d) The Alderman and the Assistant Alderman shall have jurisdiction and cognizance of all breaches of the peace and other offenses committed within the corporate limits of the City of Rehoboth Beach so far as to arrest and hold for bail, or fine and imprison offenders for any offense, penalty or forfeiture prescribed by the Charter of the City of Rehoboth Beach and any ordinance enacted thereunder; of all neglects, omissions or defaults of any City Officer, agent, or employee; PROVIDED, HOWEVER, that neither the Alderman nor the Assistant Alderman shall impose any fines in excess of Five Hundred Dollars ($500) nor imprison any offender for more than sixty (60) days except as otherwise provided in the Charter of the City of Rehoboth Beach. The Alderman and the Assistant Alderman may, in addition to any fine or term of imprisonment permitted to be assessed or imposed, impose and collect such costs as are set by ordinance by the Commissioners of Rehoboth Beach; PROVIDED, HOWEVER, that no cost shall be imposed which is in excess of that which may be imposed by a Justice of the Peace for like service.
(e) The Alderman and the Assistant Alderman shall prepare and submit a monthly report to the Commissioners of Rehoboth Beach reporting all fines and penalties imposed during the preceding calendar month and shall pay to the Treasurer of the City all such fines and penalties.
(f) If any Alderman or Assistant Alderman shall be removed from office as hereinbefore provided, he shall deliver to the City Manager, within two (2) days after his removal from office, all the books and papers belonging to his office, and shall pay over to the City Manager all monies in his hands within (5) days after receiving the notice of his removal from office. Immediately after the receipt of the books and papers belonging to the office of either the Alderman or the Assistant Alderman, the City Manager shall require the auditor of the City, appointed as hereinafter provided, to make an audit of the books and papers of the official so removed from office. Upon the neglect or failure to deliver all the books and papers to the City Manager within the time specified by this Charter, or to pay over all the monies to the City Manager with the time specified, the Alderman or Assistant Alderman, so removed, shall be deemed guilty of a misdemeanor and upon conviction thereof shall be fined no less than Twenty-five Dollars ($25.00) nor more than one Hundred Dollars ($100.00) for each day that he fails to deliver the books and papers to the City Manager or to pay over all monies to the City Manager.
(a) Appointment. An Alderman or Assistant Alderman shall be recommended by the City, appointed by the Governor and confirmed by the Delaware State Senate. Once confirmed the Alderman or Assistant Alderman shall be sworn into office by the Mayor, and evidence of his or her appointment shall be recorded at the Recorder of Deeds in Sussex County.
(b) Appointment and Reappointment Nomination. When a vacancy occurs the Commissioners of Rehoboth Beach shall, by majority vote, submit one or more qualified candidates and the application(s) and supporting documentation to the Governor for consideration of appointment. Not less than thirty (30) days prior to the expiration date of an Alderman's or Assistant Alderman's term, the Commissioners of Rehoboth Beach shall, by majority vote, determine whether or not to recommend reappointment of the Alderman or Assistant Alderman for an additional term. The City shall submit a letter of recommendation to the Governor for consideration of reappointment, or alternatively, its written recommendation of one or more qualified candidates along with their applications and supporting documentation to the Governor for consideration of appointment.
(c) Term of Office. The Alderman and Assistant Alderman shall serve a two-year term and shall remain in office until either reappointed or a successor is duly qualified.
(d) Removal. An Alderman or Assistant Alderman may be censured or removed subject to the provisions of Article IV, Section 37 of the Delaware Constitution of 1897 and the Rules of the Court on the Judiciary. An Alderman or Assistant Alderman may also be replaced upon expiration of a term, following Senate confirmation of a new Alderman or Assistant Alderman.
If any Alderman or Assistant Alderman has been removed from office by Senate confirmation of a new nominee or by action of the Court on the Judiciary, he or she shall, within five (5) days of the Senate confirmation or Court on the Judiciary action, deliver to the Mayor all the books and papers belonging to the City, and shall within five (5) days pay over to the Treasurer all moneys in his or her hands. Immediately after the receipt of the books and papers belonging to the office of either the Alderman or Assistant Alderman, the Mayor may require the auditor of the City to make an audit of the books and papers of the official who has been replaced. Upon the neglect or failure to deliver all the books and papers to the Mayor within the time specified by this Charter, or to pay over all of the moneys to the Treasurer within the time specified, the Alderman or Assistant Alderman, so replaced, shall be deemed guilty of a misdemeanor and upon conviction thereof shall be fined not less than Twenty-five Dollars ($25) nor more than One Hundred Dollars ($100) for each day that he or she fails to deliver the books and papers to the Mayor or to pay over all moneys to the Treasurer.
(e) Vacancy. In the absence of the Alderman, or when a vacancy occurs in the office of Alderman, the Assistant Alderman shall exercise all the powers, duties, and responsibilities of the Alderman as set forth in this Charter. When a vacancy occurs for an Alderman and there is no Assistant Alderman to act as Alderman, and the Delaware State Senate is recessed for more than six (6) weeks, the City may elect to have a retired Magistrate act as Alderman pending confirmation of a nominee with the Delaware State Senate. Such retired Magistrate must meet the appointment qualifications of 10 Del. C. § 9211(a) to serve in such capacity, and shall receive such compensation as may be established by the Commissioners of Rehoboth Beach. A retired Magistrate acting as Alderman shall have all powers, duties, and responsibilities of the Alderman as set forth in this Charter.
(f) Qualifications. Any person appointed to serve as Alderman or Assistant Alderman shall be at least twenty-one (21) years of age, a United States citizen, of good character and reputation, shall reside within Sussex County, and shall not be a Commissioner or otherwise an officer or employee of the City of Rehoboth Beach.
(g) Oath of Office. Within fourteen (14) days of Senate confirmation the Alderman or Assistant Alderman shall be sworn or affirmed by the Mayor to perform the duties of office honestly, faithfully, diligently, and to uphold and enforce the Charter of the City of Rehoboth Beach and ordinances duly enacted by the Commissioners of Rehoboth Beach.
(h) Duties. It shall be the duty of the Alderman and Assistant Alderman to adjudicate actions brought under any ordinances legally enacted or established by the government of the City and to carry into effect all legally binding orders and directions of the Commissioners of Rehoboth Beach made pursuant to any law of this State or its Constitution. In carrying out the duties of the office, an Alderman or Assistant Alderman shall comply with the ethical responsibilities required of Aldermen in this State and shall operate the court in accordance with the Criminal Rules of Procedure for the Alderman and Mayor Courts of the State of Delaware.
(i) Compensation. The compensation of the Alderman and Assistant Alderman shall be fixed by the Commissioners of Rehoboth Beach and approved in conjunction with the Commissioners' adoption of the City operating budget. If no change is proposed and approved by the Commissioners of Rehoboth Beach, the previously established compensation rate shall continue in effect until revised by a majority vote of the Commissioners of Rehoboth Beach. Such compensation shall not be contingent upon or related to the amount of any civil or penal fines imposed or collected through the Alderman Court and shall not be reduced during the term of office.
(j) Alderman's Docket. The Commissioners of Rehoboth Beach shall procure suitable records for the use of the Alderman and the Assistant Alderman. Such records shall be known as the "Alderman's Docket". The Alderman and Assistant Alderman shall record all official acts and proceedings in the Alderman's Docket. All criminal matters, but not civil matters, shall be entered into the Delaware Criminal Justice Information System (DELJIS) as required by law.
(k) Jurisdiction. The Alderman and Assistant Alderman shall have jurisdiction and cognizance of all breaches of the peace, offenses and violations of any civil or criminal ordinance of the City committed within the corporate limits of the City of Rehoboth Beach. As to such offenses or violations over which they are given jurisdiction by this Charter or by any other law of the State of Delaware, the Alderman and Assistant Alderman shall be authorized and empowered to hold for bail, set bail, impose fines, or imprison, for each offense or violation in accordance with the penalties provided by this Charter, by any City Ordinance enacted hereunder, or as provided by any law of the State of Delaware; provided, however, that the maximum fine which the Alderman or Assistant Alderman may impose shall never exceed the limits established by this Charter.
(l) Civil and Criminal Penalties; Costs. Neither the Alderman or the Assistant Alderman shall impose any penalty in excess of the penalties established in this Charter for adjudicated offenses exclusive of costs nor imprison any offender for more than thirty (30) days, or both, except as otherwise specifically provided in this Charter or by state statute; but the Alderman and Assistant Alderman may, in addition to any other fine or term of imprisonment permitted to be assessed or imposed, impose and collect such costs as are set by ordinance by the Commissioners of Rehoboth Beach.
(m) Monthly Report to Commissioners. The Alderman and Assistant Alderman shall prepare and submit a written monthly report to the Commissioners of Rehoboth Beach reporting all fines and penalties imposed during the preceding calendar month and shall pay to the Treasurer of the City all such fines and penalties at such times as the Commissioners of Rehoboth Beach shall direct. Neither the Commissioners of Rehoboth Beach nor the Mayor may establish or communicate an expected revenue budget for the Alderman Court apart from the adoption of the annual City Budget.
(n) Alderman Court Facilities and Staff. The City of Rehoboth Beach shall provide adequate and appropriate facilities and staff to facilitate the independent judicial operations of the Alderman Court. Facilities shall be separate from conflicting city operations, including, but not limited to, police agency functions. The city may house the Alderman Court in a common municipal building, so long as the Alderman's Court is provided space physically separate from other town functions and is further situated in such a manner to foster public confidence in the independence of the Court. Likewise, staff assigned to the Court shall not be shared with conflicting city government operations.
Approved June 20, 2013


The number of shares of the registrant's Common Stock, $.001 par value, outstanding as of November 6, 2007 was 17,500,332.
(1) Portfolio company is not controlled by or affiliated with us as defined by the Investment Company Act of 1940.
(2) Percentages represent interest rates in effect at September 30, 2007, and due dates represent the contractual maturity dates.
(3) Fair value of targeted investments is determined by or under the direction of the Board of Directors.
(4) All investments are in entities with primary operations in the United States of America.
(6) Securities are subject to restrictions as to their sale.
collateralized by second priority liens.
(8) Portfolio company is controlled by us as defined by the Investment Company Act of 1940.
(1) Return calculations assume reinvestment of dividends and are not annualized.
NGP Capital Resources Company (the "Company") was organized as a Maryland corporation in July 2004. The Company has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). In addition, for federal income tax purposes the Company has elected to be treated as a regulated investment company ("RIC") under the Internal Revenue Code of 1986, as amended (the "Code"). The Company has several subsidiaries that are single member limited liability companies and wholly owned limited partnerships established to hold certain portfolio investments or provide services to the Company in accordance with specific rules prescribed for a company operating as a RIC. These subsidiaries are: NGPC Funding GP, LLC, a Texas limited liability company; NGPC Nevada, LLC, a Nevada limited liability company; NGPC Funding, LP, a Texas limited partnership; NGPC Asset Holdings GP, LLC, a Texas limited liability company; NGPC Asset Holdings, LP, a Texas limited partnership; NGPC Asset Holdings II, LP, a Texas limited partnership; NGPC Asset Holdings III, LP, a Texas limited partnership and NGPC Asset Holdings IV, LP, a Texas limited partnership. The Company consolidates the results of its subsidiaries for financial reporting purposes. The Company does not consolidate the financial results of its portfolio companies.
The Company was created to invest primarily in small and mid-size private energy companies, which are generally defined as companies that have net asset values or annual revenues of less than $500 million and are not issuers of securities listed on a national exchange. The Company's investment objective is to generate both current income and capital appreciation through debt and equity investments or a combination thereof.
The Company is managed and advised, subject to the overall supervision of the Company's Board of Directors, by NGP Investment Advisor, LP (the "Manager"), a Delaware limited partnership owned by NGP Energy Capital Management, LLC, and NGP Administration, LLC (the "Administrator"), the Company's administrator.
The interim unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. The interim consolidated financial statements have been prepared by management of the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although the Company believes the disclosures included herein are adequate to make the information presented not misleading. In the opinion of management, all adjustments which are of a normal recurring nature considered necessary for presentation of the information have been included. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2006. Interim results are not necessarily indicative of results for a full year.
The interim consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles that require management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes to the consolidated financial statements. Actual results could differ from these estimates.
Cash and cash equivalents consist of demand deposits and highly liquid investments with original maturities of three months or less when purchased. Cash and cash equivalents are carried at cost which approximates fair value.
Prepaid assets consist of premiums paid for directors' and officers' insurance and fidelity bonds with policy terms of one year and fees associated with the establishment of the credit facility. Such premiums and fees are amortized monthly on a straight line basis over the term of the policy or credit facility.
The Company places its cash and cash equivalents with financial institutions and, at times, cash held in checking accounts may exceed the Federal Deposit Insurance Corporation insured limit.
Investments are carried at fair value, as determined in good faith by the Company's Board of Directors. On a quarterly basis, the investment team of our manager prepares valuations for all of the assets in our portfolio companies and presents the valuations to the Company's Valuation Committee and Board of Directors. The valuations are determined and recommended by the Valuation Committee to the Board of Directors, which reviews and ratifies the final portfolio valuations.
Investments in securities for which market quotations are readily available are recorded in the financial statements at such market quotations as of the valuation date adjusted for appropriate liquidity discounts, if applicable. For investments in securities for which market quotations are unavailable, or which have various degrees of trading restrictions, the investment team prepares valuation analyses, as generally described below.
Using the most recently available financial statements, forecasts and, when applicable, comparable transaction data, the investment team prepares valuation analyses for the various securities in the Company's investment portfolio. These valuation analyses are prepared using traditional valuation methodologies which rely on estimates of the asset values and enterprise values of portfolio companies issuing securities.
The methodologies for determining asset valuations include estimates based on the liquidation or sale value of a portfolio company's assets, the discounted value of expected future net cash flows from the assets, third party valuations of the portfolio company's assets (such as engineering reserve reports of oil and gas properties) or multiples from transactions involving the sale of comparable assets. Some or all of the above valuation methods are considered to determine the estimated asset value of a portfolio company.
The methodologies for determining enterprise valuations include estimates based on valuations of comparable public companies, recent sales of comparable companies, the value of recent investments in the equity securities of the portfolio company and the asset valuation methodologies described in the above section. Some or all of the above valuation methods are considered to determine the estimated enterprise value of a portfolio company.
Debt Securities: The Company values its investments in non-convertible debt securities at its original net book value plus amortized original issue discount, or OID, to the extent that the estimated asset or enterprise value of the portfolio company exceeds the outstanding debt of the portfolio company. The Company values convertible debt securities at the higher of: 1) cost plus amortized OID, to the extent that the estimated asset or enterprise value of the portfolio company equals or exceeds the outstanding debt of the portfolio company; and 2) the Company's pro rata share, upon conversion, of the residual equity value of the portfolio company available after deducting all outstanding debt from its estimated enterprise value. If the estimated asset or enterprise value is less than the sum of the value of the Company's debt investment and all other debt securities of the portfolio company pari passu or senior to the Company's debt investment, the Company reduces the value of its debt investment beginning with its junior-most debt investment such that the asset or enterprise value less the value of the outstanding pari passu or senior debt is zero.
Equity Securities: The Company values its investments in preferred and common equity securities (including warrants or options to acquire equity securities) based on its pro rata share of the residual equity value available after deducting all outstanding debt from the estimated enterprise value.
Property-Based Equity Participation Rights: The Company values investments in overriding royalty and net profits interests based on a multiple of cash flows generated by such investments, multiples from transactions involving the sale of comparable assets and/or the discounted value of expected future net cash flows from such investments. The Company derives appropriate cash flow multiples from the review of comparable transactions involving similar assets. The Company derives the discounted value of future net cash flows, when appropriate, from third party valuations of a portfolio company's assets, such as engineering reserve reports of oil and gas properties.
Due to the uncertainty inherent in the valuation process, such estimates of fair value may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material. Additionally, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different from the valuations currently assigned.
All securities transactions are accounted for on a trade-date basis. Interest income is recorded on the accrual basis to the extent that such amounts are expected to be collected. Premiums and discounts are accreted into interest income using the effective interest method. Detachable warrants, other equity securities or property interests such as overriding royalty interests obtained in conjunction with the acquisition of debt securities are recorded separately from the debt securities at their initial fair value, with a corresponding amount recorded as a discount to the associated debt security. Income from overriding royalty interests is recognized as received and the recorded assets are charged depletion using the unit of production depletion method. The portion of the loan origination fees paid that represent additional yield or discount on a loan are deferred and accreted into interest income over the life of the loan using the effective interest method. Upon the prepayment of a loan or debt security, any unamortized loan origination fees are recorded as interest income and any unamortized premium or discount is recorded as a realized gain or loss. Market premiums or discounts on acquired loans or fixed income investments are accreted into interest income using the effective interest method. Dividend income is recognized on the ex-dividend date. Accruing interest or dividends on investments is deferred when it is determined that the interest or dividend is not collectible. Collectibility of the interest and dividends is assessed, based on many factors including the portfolio company's ability to service its loan based on current and projected cash flows, as well as the current valuation of the company's assets.
The Company may have investments in its portfolio that contain a payment-in-kind ("PIK") provision. PIK interest or dividends, computed at the contractual rate specified in each investment agreement, are added to the principal balance of the investment and recorded as interest or dividend income. For investments with PIK interest or dividends, the Company bases income accruals on the principal balance including any PIK. If the portfolio company's asset valuation is not sufficient to cover the contractual interest, management will not accrue interest or dividend income on the investment. To maintain our RIC status, this non-cash source of income must be paid out to stockholders in the form of dividends, even though we have not yet collected the cash. For the three and nine months ended September 30, 2007, we earned approximately $1,030,891 and $2,966,423 in PIK interest income, respectively, and $0 and $93,710 in PIK dividend income, respectively.
Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, considering unamortized fees and prepayment premiums, and without regard to unrealized appreciation or depreciation previously recognized, and include investments charged off during the year, net of recoveries. Net unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period including the reversal of previously recorded unrealized appreciation or depreciation, when capital gains or losses are realized.
Fees primarily include financial advisory, transaction structuring, loan administration, commitment and prepayment fees. Financial advisory fees represent amounts received for providing advice and analysis to companies and are recognized as earned when such services are performed provided collection is probable. Transaction structuring fees represent amounts received for structuring, financing and executing transactions and are generally payable only if the transaction closes. Such fees are deferred and accreted into interest income over the life of the loan using the effective interest method. Commitment fees represent amounts received for committed funding and are generally payable whether or not the transaction closes. On transactions that close within the commitment period, commitment fees are deferred and accreted into interest income over the life of the loan using the effective interest method. Commitment fees on transactions that do not close are generally recognized over the period the commitment is outstanding. Prepayment and loan administration fees are recognized as they are received. In the third quarter of 2007, the Company accreted approximately $681,000 of fee income into interest income, compared to accreted income of approximately $311,000 during the third quarter of 2006. For the nine months ended September 30, 2007, the Company accreted approximately $2.2 million of fee income into interest income, compared to accreted income of approximately $585,000 during the same period of 2006. The increase is primarily due to overall higher fee income balances and accelerated recognition due to early transaction repayments.
Dividends to stockholders are recorded on the ex-dividend date. For tax purposes, the Company intends to continue to qualify as a RIC under the Code for 2005 and later years. In order to maintain the Company's status as a RIC, the Company is required to distribute at least 90% of its investment company taxable income. In addition, the Company must distribute at least 98% of its taxable income (both ordinary income and net capital gains) to avoid excise tax. The Company intends to make distributions to stockholders on a quarterly basis of substantially all net taxable income. The Company also intends to make distributions of net realized capital gains, if any, at least annually. However, the Company may in the future decide to retain capital gains for investment and designate such retained dividends as a deemed distribution. The amount to be paid out as a dividend is determined by the Company's Board of Directors each quarter and is based on the annual taxable earnings estimated by the Manager. Based on that estimate, a dividend is declared each quarter and paid shortly thereafter.
The Company has established an "opt out" dividend reinvestment plan, operated by its transfer agent, for its common stockholders. As a result, if the Company declares a cash dividend, a stockholder's cash dividend will be automatically reinvested in additional shares of the Company's common stock unless the stockholder, or his or her broker, specifically "opts out" of the dividend reinvestment plan and elects to receive cash dividends. It is customary practice for many brokers to "opt out" of dividend reinvestment plans on behalf of their clients unless specifically instructed otherwise. Stockholders whose shares are registered in his or her name are eligible for the dividend reinvestment plan through our stock transfer agent. Stockholders whose shares are held in a brokerage account or registered in street name can contact their broker regarding drip plan eligibility. As of September 30, 2007, holders of 1,438,143 shares, or approximately 8.2% of outstanding shares, were participants in the Company's dividend reinvestment plan.
(1) Shares were issued on October 12, 2007 for the September 2007 dividend. See above and Note 4 for futher detail.
The Company adopted the Financial Accounting Standards Board's Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 ("FIN 48"), effective January 1, 2007. FIN 48 establishes a single model to address accounting for uncertain tax positions. FIN 48 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement classification, interest and penalties, accounting in interim periods, disclosure and transition. The adoption of FIN 48 did not have a material effect on the Company's consolidated financial position or results of operations. See Note 6 for additional information.
In conjunction with the adoption of FIN 48, the Company implemented its policy to record estimated interest and penalties related to the underpayment of income tax as a component of tax expense in the Consolidated Statement of Operations. However, there were no amounts for tax-related interest or penalties incurred for the quarter ended September 30, 2007.
On August 31, 2007, the Company entered into a First Amendment to Treasury Secured Revolving Credit Agreement, effective as of August 31, 2006, which amended certain provisions of the Company's Treasury Secured Revolving Credit Agreement, dated as of August 31, 2006 and entered into a First Amendment to Amended and Restated Revolving Credit Agreement, effective as of August 31, 2006, which amended certain provisions of the Company's Amended and Restated Revolving Credit Agreement, dated as of August 31, 2006. These amendments clarified certain (i) covenants relating to the maximum permitted amount of the Company's unfunded commitments to provide loans, advances or guarantees with respect to certain of its investments, (ii) covenants relating to the Company's use of proceeds under the Amended and Restated Revolving Credit Agreement and (iii) defined terms. The Treasury Credit Agreement was also amended on October 18, 2007. See Note 9 for additional information.
On August 31, 2006, the Company simultaneously repaid its original credit facility and entered into an Amended and Restated Revolving Credit Agreement (the "Investment Credit Agreement") among the Company, the syndicated lenders party thereto and SunTrust Bank, as administrative agent for the lenders. Also on August 31, 2006, the Company entered into a Treasury Secured Revolving Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Treasury Credit Agreement") among the Company, the syndicated lenders party thereto and SunTrust Bank, as administrative agent for the lenders.
Under the Investment Credit Agreement, the lenders have agreed to extend revolving credit to the Company in an amount not to exceed $80 million, which includes a $10 million letter of credit subfacility; however, the Company has the ability to increase the credit available under the Investment Credit Agreement to an amount not to exceed $175 million by obtaining additional commitments from existing lenders or new lenders. The Investment Credit Agreement has a three-year term and bears interest, at the Company's option, at either (i) LIBOR plus 125 to 225 basis points, based on the degree of leverage of the Company or (ii) the base rate plus 0 to 75 basis points, based on the degree of leverage of the Company. Proceeds from the Investment Credit Agreement will be used to supplement the Company's equity capital to make portfolio investments. As of September 30, 2007, the Company has borrowed $51 million under the Investment Credit Agreement. The interest rates were 7.75% (Prime) on $30 million, 6.37875% (LIBOR rate of 5.12875% plus 125 basis points) on $11 million, and 7.0025% (LIBOR rate of 5.7525% plus 125 basis points) on $10 million.
The obligations under the Investment Credit Agreement are collateralized by substantially all of the Company's assets, except certain assets that collateralize the Treasury Credit Agreement and are guaranteed by the Company's existing and future subsidiaries, other than special purpose subsidiaries and certain other subsidiaries. The Investment Credit Agreement contains affirmative and reporting covenants and certain financial ratio and restrictive covenants, including: (a) maintaining a ratio of net asset value to consolidated total indebtedness (excluding net hedging liabilities) of the Company and its subsidiaries, of not less than 2.25:1.0, (b) maintaining a ratio of net asset value to consolidated total indebtedness (including net hedging liabilities) of the Company and its subsidiaries, of not less than 2.0:1.0, (c) maintaining a ratio of net income (excluding revenue from collateral under the Treasury Credit Agreement) plus interest, taxes, depreciation and amortization expenses ("EBITDA") to interest expense (excluding interest on loans under the Treasury Credit Agreement) of the Company and its subsidiaries of not less than 3.0:1.0, (d) limitations on additional indebtedness, (e) limitations on liens, (f) limitations on mergers and other fundamental changes, (g) limitations on dividends, (h) limitations on disposition of assets other than in the normal course of business, (i) limitations on transactions with affiliates, (j) limitations on agreements that prohibit liens on properties of the Company and its subsidiary guarantors, (k) limitations on sale and leaseback transactions, (l) limitations on speculative hedging transactions and (m) limitations on the aggregate amount of unfunded commitments. From time to time, certain of the lenders may provide customary commercial and investment banking services to the Company.
Under the Treasury Credit Agreement, the lenders have agreed to extend revolving credit loans to the Company in an amount not to exceed $100 million. See Note 9 for additional information. Proceeds from the Treasury Credit Agreement have been used to facilitate the growth of the Company's investment portfolio and provide flexibility in the sizing of its portfolio investments. The Treasury Credit Agreement has a three-year term and bears interest, at the Company's option, at either (i) LIBOR plus 25 basis points or (ii) the base rate. As of September 30, 2007, the interest rate was 6.0025% (LIBOR rate of 5.7525% plus 25 basis points) on the Company's $100 million outstanding balance under the Treasury Credit Agreement. Prepayments of loans under the Treasury Credit Agreement made during the first year are subject to a premium equal to 1% of the amount so prepaid.
The obligations under the Treasury Credit Agreement are collateralized by certain securities account assets and are guaranteed by the Company's existing and future subsidiaries, other than special purpose subsidiaries and certain other subsidiaries. The Treasury Credit Agreement contains affirmative and reporting covenants and certain financial ratio and restrictive covenants, including: (a) maintaining a ratio of net asset value to consolidated total indebtedness (excluding net hedging liabilities) of the Company and its subsidiaries, of not less than 2.25:1.0, (b) maintaining a ratio of net asset value to consolidated total indebtedness (including net hedging liabilities) of the Company and its subsidiaries, of not less than 2.0:1.0, (c) maintaining a ratio of EBITDA (excluding revenue from cash collateral) to interest expense (excluding interest on loans under the Treasury Credit Agreement) of the Company and its subsidiaries of not less than 3.0:1.0, (d) maintaining a ratio of collateral to the aggregate principal amount of loans under the Treasury Credit Agreement of not less than 1.01:1.0, (e) limitations on additional indebtedness, (f) limitations on liens, (g) limitations on mergers and other fundamental changes, (h) limitations on dividends, (i) limitations on disposition of assets other than in the normal course of business, (j) limitations on transactions with affiliates, (k) limitations on agreements that prohibit liens on properties of the Company and its subsidiary guarantors, (l) limitations on sale and leaseback transactions, (m) limitations on speculative hedging transactions and (n) limitations on the aggregate amount of unfunded commitments. From time to time, certain of the lenders may provide customary commercial and investment banking services to the Company.
On August 6, 2004, the Company, in its initial capitalization transaction, sold 100 shares of common stock to Natural Gas Partners, LLC for $15.00 per share. On November 9, 2004, the Company's Registration Statement (Registration No. 333-118279) was declared effective by the SEC in connection with the public offering of 16,000,000 shares of common stock (plus up to 2,400,000 additional shares of common stock upon the exercise of the underwriters' over-allotment option), which commenced on November 10, 2004. The number of securities registered, including the shares of common stock subject to the underwriters' over-allotment option, was 18,400,000, of which 17,400,000 were sold to the public at a price of $15.00 per share.
The net proceeds from the initial public offering of the shares of common stock, after deducting expenses of approximately $2,308,000 and underwriting discounts and commissions of $0.825 per share, were approximately $244,337,000.
The Company's dividend reinvestment plan provides for the plan agent to purchase shares in the open market for credit to the accounts of plan participants unless the average of the closing sales prices for the shares for the five days immediately preceding the payment date exceeds 110% of the most recently reported net asset value per share. Through the third quarter of 2006, all shares credited to participants' accounts were purchased in the open market. See Note 2, Dividends, for a table summary of Dividend Reinvestment Plan Participation.
The Company has entered into an investment advisory agreement with the Manager under which the Manager, subject to the overall supervision of the Company's Board of Directors, manages the day-to-day operations of, and provides investment advisory services to, the Company. The investment advisory agreement was originally approved by the Company's Board of Directors on November 9, 2004, and on October 25, 2006, the Company's Board of Directors, including all of the independent directors, approved an extension of the investment advisory agreement through November 9, 2007. The investment advisory agreement provides that unless terminated earlier as described below, the agreement shall remain in effect from year-to-year provided such continuance is approved at least annually by the Board of Directors or by the affirmative vote of the holders of a majority of the Company's outstanding voting securities, including, in either case, approval by a majority of the Company's directors who are not interested persons. See Note 9 for additional information.
For providing these services, the Manager receives a fee from the Company, consisting of two components, a base management fee and an incentive fee.