Our Conure at 26 mos., "whats up", okay, thank you! :)
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Russell Industries -- Dennis Fisher met with CEO Rick Berman and signed a Memorandum of Understanding to build a three acre facility outside Houston proper to grow a strain of algae for human nutritional supplement overseas..
RB will attempt anything to get at peoples money. Remember at the end of April stated he was selling unregistered shares, this is just more crap getting pumped. To trust someone who is known liar and crook is asking to be taken to the bank. It would be better to invest in a company that produces mud if the Ceo has a good reputation, RB's reputation isn't worth the mud they would have to extract on the 3 acres to build this phantom operation to sell for what?......Human Consumption?........Give me a break, what next will he attempt to peddle?
Thanks for the update wag.
Beware Crisis' Next Wave: Option ARM Foreclosures, More Debt Defaults
Posted May 08, 2009 01:15pm EDT by Aaron Task
Related: XLF, FAS, C, ^GSPC, JPM, BAC, ^DJI
Along with the reaction to the stress tests, the upbeat response to Friday's jobs report is evidence of our collective "disaster fatigue," says William Black, an Associate Professor of Economics and Law at the University of Missouri - Kansas City. "Every day is bringing a disaster. [539,000] jobs lost is a catastrophe but now we think ‘that's not so bad.'"
An optimist would say Black is missing the improving trend in the labor market: Although the unemployment rate rose to 8.9%, its highest level since 1983, April's 539,000 job loss was the smallest since October and compares favorably to March's decline of 699,000, February's 681,000 (both revised) and January's 741,000.
But Black's point is the improvements are, if not illusory, then certainly transitory. He foresees bad loan "shoes yet to drop" that will be like "Imelda Marcos' closet in an earthquake":
Commercial Real Estate: This is already on Wall Street's radar screen but future losses could account for a big chunk of the government's stress test estimate of $599 billion of future bank losses.
Option ARMs: These "pick-a-payment" mortgages will lead to "waves of foreclosures" starting next year in the "hundreds of billions of dollars," he predicts.
Credit Card Debt: With unemployment rising and home equity loans unavailable to most Americans, this is a "major problem that's going to take down major lenders," he says.
Editing the last paragraph:
Like a Madoff Ponsi Scheme that can operate till the money falls off the table, then one day awake and find they he sold the company, and in reality passed it over to their next buddy who takes on the symbol with a new model, and their off to the races again, without any ever questioning who is doing what, when?, its just a matter of given the appearance of a back door merger. The SEC is aware of it all, and if the company had supposed assets, that disappears, they never ask what happened to them cause the company model went belly up. Any of this ever occurring here its without question another staged set up.
This is pure creative genius of how one can go public using the SEC, who is supposed to be a representative for retaining integrity in the marketplace, like Finra, and the reasons why there are trillions of dollars floating around in this market and those abroad, wrapped in CDS insurance, bets made and covered by the likes of Aig, "all $440bn", that the taxpayer, and stockholders are now on the "Hook For", whose many beneficiairies never even owned the underlying bonds,,,,,,,,go figure?. Why Madoff was able to operate a trust fund, and trading desk, and who never traded a stock in the last 13 years before his bust, "No one the wiser", even if the money inflows were a staggering $65bn.........Believe me he has billions stashed somewhere, and his kids know where it all is, and in what form.
Absolutely!.........The reasons for these pinksheet companies to never show a profit, they don't want to, nor ever had a plan for any real company, only supposed unproven efforts, pinks and as many of the BB companies is to reciprocate for the gains they rake in, on these 504D's, and S-8's............."Employee Stock Options" which includes them if not only them is to indicate losses. As you can see that the losses they report year after year serves their gains operating in the red. These OTC companies are notorious for this, and most are operating in the red, some for years, and thus given tax credits, and the BB's when their gig is up, having raked in millions on these S-8's, shift to the pinks to file 504's. The Ceo's or partners in these pinks can rake in millions, and the BB's filing S-8's can rake in tens of millions, and more............At the end of the year, the non filers can report that their company has lost money from their investments and never earned a dime, the BB's can report debt, never having made a red cent, and if they do the deficits over ride any gains...........Its corruption plain an simple, and the biggest question is who in their right mind would design such plans that allows anyone to register a company, or rather a symbol where no real company exist, and then allows them to sell shares of worthless paper indirectly or directly into the market. 'NO ACCOUNTABILITY', to any agency, or regulator, or even the shareholder.......Only a crooked mind could devise such a plan. Kinda like Moody, Fitch, and Standard and Poors giving Triple A ratings to these CDO's that they knew were in reality junk status.
Take five, or ten people willing to put up 10 of 15k to purchase a symbol with one person operating the helm, and their off to the races. There is absolutely no safeguards in place, they can run it anyway they want, then hire the MM "Middle Man", to do their bidding, and control the stock................'WHAT A SCHEME'!......Its as good as any Madoff Ponsi Scheme that can operate till the money falls off the table, then one day awake and find they he sold the company, and in reality passed it over to their next buddy who takes on the symbol with a new model their off to the races again, without any ever questioning what they do. Even to the supposed assets, that disappears. Any of this ever occurring here its without question another staged set up.
Atlas Pipeline Partners, L.P. Completes Sale of the NOARK Gas Transmission System for $300 Million
On Monday May 4, 2009, 4:50 pm EDT
Buzz up! Print Related:Atlas Pipeline Holdings LP, Atlas Pipeline Partners LP, Atlas America Inc.
PHILADELPHIA--(BUSINESS WIRE)--Atlas Pipeline Partners, L.P. (NYSE:APL - News) (“APL” or “Atlas Pipeline”) announces that it has completed the sale of its NOARK natural gas gathering and interstate transmission system to Spectra Energy Partners, LP for gross proceeds of $300 million in cash. The net proceeds from the transaction will be used to reduce indebtedness and increase liquidity.
Related Quotes
Symbol Price Change
AHD 3.18 +0.98
APL 5.06 -0.02
ATLS 17.27 +0.77
Gene Dubay, President and Chief Executive Officer of Atlas Pipeline stated, “We are pleased to announce the closing of this transaction. We have stated previously that we intended to reduce the leverage on the business and improve operations. This transaction significantly reduces our leverage and we remain committed to follow through on other initiatives to further improve operations.”
Atlas Pipeline Partners, L.P. is active in the transmission, gathering and processing segments of the midstream natural gas industry. In the Mid-Continent region of Oklahoma, southern Kansas, northern and western Texas and the Texas panhandle, APL owns and operates eight active gas processing plants and a treating facility, as well as approximately 8,750 miles of active intrastate gas gathering pipeline. In Appalachia, it owns and operates approximately 1,800 miles of natural gas gathering pipelines in western Pennsylvania, western New York, eastern Ohio and northeastern Tennessee. For more information, visit the Partnership’s website at www.atlaspipelinepartners.com or contact InvestorRelations@atlaspipelinepartners.com.
Certain matters discussed within this press release are forward-looking statements. Although Atlas Pipeline Partners, L.P. believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from expectations include general industry considerations, regulatory changes, changes in local or national economic conditions and other risks detailed from time to time in Atlas Pipeline’s reports filed with the SEC, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K.
Contact:
Atlas Pipeline Partners, L.P.
Brian Begley
Investor Relations
215-546-5005
Fax: 215-553-8455
Atlas Pipeline Partners, L.P. Declares Quarterly Distribution for the First Quarter 2009
On Friday May 1, 2009, 4:15 pm EDT
Buzz up! Print Related:Atlas Pipeline Holdings LP, Atlas Pipeline Partners LP, Atlas America Inc.
PHILADELPHIA--(BUSINESS WIRE)--Atlas Pipeline Partners, L.P. (NYSE: APL - News) (“APL”) reported today that it has declared a quarterly cash distribution for the first quarter 2009 of $0.15 per common limited partner unit, payable Friday, May 15, 2009 to holders of record as of Monday, May 11, 2009.
Related Quotes
Symbol Price Change
AHD 3.18 +0.98
APL 5.06 -0.02
ATLS 17.34 +0.84
Atlas Pipeline Holdings, L.P. (NYSE: AHD - News) (“AHD”), which owns the general partner interest, approximately 5.8 million common units and 15,000 $1,000 par value 12% preferred limited partner units in APL, will not pay a cash distribution for the first quarter 2009. AHD will be using available cash to pay operating expenses and to meet its debt service requirements.
Atlas Pipeline Partners, L.P. is active in the transmission, gathering and processing segments of the midstream natural gas industry. In the Mid-Continent region of Oklahoma, Arkansas, northern and western Texas and the Texas panhandle, the Partnership owns and operates eight gas processing plants and a treating facility, as well as approximately 7,900 miles of active intrastate gas gathering pipeline and a 565-mile interstate natural gas pipeline. In Appalachia, it owns and operates approximately 1,600 miles of natural gas gathering pipelines in western Pennsylvania, western New York and eastern Ohio. For more information, visit our website at www.atlaspipelinepartners.com or contact InvestorRelations@atlasamerica.com.
Atlas Pipeline Holdings, L.P. is a limited partnership which owns and operates the general partner of Atlas Pipeline Partners, L.P., through which it owns a 2% general partner interest, all the incentive distribution rights, approximately 5.8 million common units and 15,000 preferred Class B units of Atlas Pipeline Partners.
Contact:
Atlas Pipeline Partners, L.P.
Brian Begley
Investor Relations
(215) 546-5005
(215) 553-8455 (fax)
Atlas Pipeline Partners, L.P. Reports Fourth Quarter and Full Year 2008 Results
Date : 03/02/2009 @ 9:00AM
Source : Business Wire
Stock : Atlas Pipeline Partners, L.P. (AHD)
Quote : 3.09 0.89 (40.45%) @ 12:15PM
Free Atlas Pipeline Partners, L.P. Annual Company Report
Atlas Pipeline Partners, L.P. Reports Fourth Quarter and Full Year 2008 Results
Atlas Pipeline Partners, L.P. (NYSE: APL) (“APL” or the “Partnership”) today reported financial results for the fourth quarter and full year 2008.
The results of the fourth quarter 2008 include:
Adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”), a non-GAAP measure, of $98.3 million, compared to $73.6 million for the prior year fourth quarter. A reconciliation of non-GAAP measures, including adjusted EBITDA, distributable cash flow, and adjusted net income, is provided within the financial tables of this release;
Distributable cash flow, a non-GAAP measure, of $75.8 million, compared to $45.5 million for the prior year fourth quarter. The Partnership declared a quarterly cash distribution for the fourth quarter 2008 of $0.38 per common limited partner unit. The Partnership’s distribution coverage ratio for the fourth quarter 2008 was 1.5x based upon cash flow from ongoing operations;
Adjusted net income, a non-GAAP measure, of $31.7 million for the fourth quarter 2008, compared to $27.1 in the prior year fourth quarter. After including the non-cash goodwill impairment charge and non-recurring derivative gains recognized in the current quarter as described below, on a GAAP basis the Partnership recognized a net loss of $456.0 million for the fourth quarter 2008 compared with a net loss of $101.5 million for the prior year fourth quarter; and,
System-wide volumes of 1,346.2 million cubic feet per day (“Mmcfd”) for the fourth quarter 2008 compared to volumes of approximately 1,211.7 Mmcfd for the prior year fourth quarter, an increase of approximately 11%.
During the fourth quarter 2008, Partnership generated $48.8 million of benefit from the following actions:
The Partnership repurchased approximately $60.0 million in face amount of its Senior Notes in December 2008 for an aggregate purchase price of approximately $40.1 million, generating a gain of approximately $19.9 million;
The Partnership entered into early settlement arrangements on approximately 13% of its commodity hedge contracts covering 2009 natural gas liquids (NGL) and condensate production volumes. The Partnership received approximately $18.9 million in net proceeds from these early settlements concluded in December 2008. The net proceeds from these settlements were used to reduce outstanding indebtedness; and,
The Partnership recognized a $10.0 million benefit resulting from the early termination of certain derivative positions.
Subsequent to the end of the fourth quarter 2008 and during February 2009, the Partnership received an additional $19.5 million from further early settlements of NGL and condensate hedges related to 2009. A summary of the Partnership’s commodity hedge position is included at the end of this release.
Mid-Continent Segment Results
Full Year
Mid-Continent segment total revenue for the full year 2008 increased to $1,447.3 million, or approximately 80% compared with the prior year, excluding the effect of non-cash derivative expenses and the non-recurring cash derivative early termination expense. This increase principally reflects a full year’s contribution from the Chaney Dell and Midkiff/Benedum systems and higher average commodity prices compared to the full year 2007.
The NOARK Ozark Gas Transmission (“OGT”) system’s throughput volume for full year 2008 increased to 442.5 MMcfd, or 36%, compared with the prior year. OGT’s throughput capacity increased during the fourth quarter 2008 to 500 MMcfd from 400 MMcfd through additional compression added to the system.
The Elk City/Sweetwater system’s average natural gas processed volume increased to 232.7 MMcfd for the full year, an increase of 3% when compared with the prior year. Average NGL production increased by 1,078 barrels per day (“bpd”) for the full year 2008, or approximately 12%, when compared with the prior year. The Partnership connected 73 new wells to the Elk City/Sweetwater system during full year 2008.
The Velma system’s average natural gas processed volume was 60.1MMcfd for the full year 2008 compared with the prior year average of 62.5 MMcfd. Average NGL production increased by 238 bpd for the full year 2008, or approximately 4%, when compared with the prior year. The Partnership connected 27 new wells to its Velma system during the full year 2008.
The Chaney Dell system’s average natural gas processed volume for the full year 2008 was 245.6 MMcfd, a decrease of 3% when compared with the prior year. Average NGL production volumes increased to 13,263 bpd, or 3% when compared to the prior year. The Partnership connected 343 new wells to its Chaney Dell system during the full year 2008.
The Midkiff/Benedum system’s average natural gas processed volume was 135.5 MMcfd for the full year 2008, compared to 140.4 MMcfd for the prior year. The Partnership connected 169 new wells to its Midkiff/Benedum system during the full year 2008.
Fourth Quarter
Mid-Continent segment total revenue decreased $107.7 million, or approximately 32%, compared with the prior year fourth quarter to $225.9 million for the fourth quarter 2008, excluding the effect of non-cash derivative expenses and the non-recurring cash derivative early termination expense. This decrease principally relates to a system-wide decrease in volumes and lower average commodity prices.
The NOARK Ozark Gas Transmission (“OGT”) system’s throughput volume for the fourth quarter 2008 increased to 531.3 MMcfd, or 43%, compared with the prior year fourth quarter.
The Elk City/Sweetwater system’s average natural gas processed volume for the fourth quarter 2008 was 221.2 MMcfd, a 4% decrease when compared with the prior year fourth quarter. The Partnership connected 18 new wells to the Elk City/Sweetwater system during the fourth quarter 2008.
The Velma system’s average natural gas processed volume for the fourth quarter 2008 was 57.7 MMcfd, a 5% decrease when compared with the prior year fourth quarter.
The Chaney Dell system’s average natural gas processed volume for the fourth quarter 2008 was 243.3 MMcfd, a decrease of 5% when compared with the prior year fourth quarter. The Partnership connected 70 new wells to its Chaney Dell system during the fourth quarter 2008.
The Midkiff/Benedum system’s average natural gas processed volume was 127.5 MMcfd, a decrease of 9% when compared with the prior year fourth quarter. The Partnership connected 50 new wells to its Midkiff/Benedum system during the fourth quarter 2008.
Appalachia Segment Results
Full Year
Total revenue for the Appalachia segment increased $13.1 million, or approximately 37%, to $48.7 million for the full year 2008, compared with $35.6 million the prior year due principally to higher throughput volume generated through new wells connected to the Partnership’s gathering system, the acquisition of the McKean processing plant and gathering system in central Pennsylvania in August 2007, and the acquisition of the Volunteer gathering system in northeastern Tennessee in February 2008. The increase in total revenue for the Appalachia segment was also due to an increase in the average transportation rate in comparison with the prior year.
Throughput volume increased to 87.3 MMcfd for the full year 2008, an increase of 27% when compared with the prior year, resulting from the connection of new wells to the Appalachia gathering system, primarily through its relationship with Atlas Energy Resources, LLC (NYSE: ATN) (“Atlas Energy”), and throughput associated with the McKean and Volunteer gathering systems. The Volunteer gathering system serves several counties northwest of Knoxville, Tennessee, an area of active drilling and production including that of Atlas Energy.
For the full year 2008, 741 new wells were connected to the Appalachia gathering system compared with 607 new wells for the prior year, representing a 22% increase.
Fourth Quarter
Total revenue for the Appalachia segment for the fourth quarter 2008 increased to $11.8 million, or approximately 17%, when compared with the prior year fourth quarter, due principally to higher throughput volume generated primarily through new wells connected to the Partnership’s gathering system and the acquisition of the Volunteer gathering system in northeastern Tennessee in February 2008.
Throughput volume increased to a record 97.1 MMcfd for the fourth quarter 2008, an increase of 22.9 MMcfd or 31%, when compared with the prior year fourth quarter resulting from the connection of new wells to the Appalachia gathering system, primarily through its relationship with Atlas Energy, and throughput associated with the McKean and Volunteer gathering systems.
During the fourth quarter 2008, 120 new wells were connected to the Appalachia gathering system compared with 166 new wells for the prior year fourth quarter.
Corporate and Other
General and administrative expense, including amounts reimbursed to affiliates, decreased $60.6 million to $0.4 million for full year 2008 when compared with $61.0 million for the prior year. This decrease was primarily related to a $70.3 million decrease in non-cash compensation expense, partially offset by higher costs of managing the Partnership’s operations, including the Chaney Dell and Midkiff/Benedum systems acquired in late July 2007 and capital raising and strategic activities. The decrease in non-cash compensation expense was principally attributable to a $36.3 million gain recognized during the full year 2008 in comparison to an expense of $33.4 million for the prior year for certain common unit awards for which the ultimate amount to be issued was determined after the completion of the Partnership’s 2008 fiscal year and was based upon the financial performance of certain acquired assets. The gain was the result of a significant change in the Partnership’s common unit market price at December 31, 2008 when compared with the December 31, 2007 price, which was utilized in the calculation of the non-cash compensation expense for these awards, and lower financial performance of the certain assets acquired in comparison to estimated performance. General and administrative expense also decreased from $9.4 million for the fourth quarter 2007 to income of $13.3 million for the current comparable quarter. This decrease was primarily related to a $19.9 million decrease in non-cash compensation expense and lower costs of managing the Partnership’s operations, including lower incentive compensation expense.
Depreciation and amortization increased $39.1 million to $90.1 million for the full year 2008 when compared with the prior year due primarily to the depreciation associated with the Chaney Dell and Midkiff/Benedum assets, which were acquired by the Partnership in July 2007, and the Partnership’s expansion capital expenditures incurred subsequent to December 31, 2007. Depreciation and amortization also increased $1.9 million to $23.5 million for the fourth quarter 2008 when compared with the prior year comparable quarter due primarily to the Partnership’s expansion capital expenditures incurred subsequent to December 31, 2007.
Interest expense increased to $84.8 million for the full year 2008 compared with $61.5 million for the prior year. This $23.3 million increase was primarily due to a $14.7 million increase in interest expense associated with the term loan issued in connection with the Partnership’s acquisition of the Chaney Dell and Midkiff/Benedum systems, $11.1 million of interest expense related to the Partnership’s June 2008 issuance of $250.0 million of 10-year 8.75% senior unsecured notes in a private placement transaction and higher interest expense associated with increased borrowings under its revolving credit facility, partially offset by lower interest rates on its revolving credit facility borrowings. The Partnership’s net proceeds from the issuance of its 8.75% senior unsecured notes were utilized to repay a portion of the indebtedness under its senior secured term loan and its revolving credit facility. Interest expense for the fourth quarter 2008 decreased slightly to $23.2 million from $23.4 million for the prior year comparable quarter. The slight decline was primarily due to a $6.9 million decrease in interest expense associated with the Partnership’s term loan due to lower floating interest rates and the repayment of certain amounts outstanding, partially offset by $5.3 million of interest expense associated with the Partnership’s 8.75% senior unsecured notes and $1.6 million of increased amortization of deferred finance costs.
Goodwill and other asset impairment loss of $698.5 million for the full year 2008 consisted of a $676.9 million impairment charge to the Partnership’s goodwill as a result of its annual goodwill impairment test and a $21.6 million write-off of costs related to a pipeline expansion project. The goodwill impairment resulted from the reduction of management’s estimated fair value of its reporting units in comparison to their carrying amounts at December 31, 2008. Management used all available information to determine its estimated fair value of its reporting units, including the present values of expected future cash flows using discount rates and market capitalization rates. The Partnership’s estimated fair value of its reporting units was impacted by many factors, including the significant deterioration of commodity prices and global economic conditions during the fourth quarter of 2008. These estimates were subjective and based upon numerous assumptions about future operations and market conditions, which are subject to change.
Gain on early extinguishment of debt of $19.9 million for the year ended December 31, 2008 resulted from the Partnership’s repurchase of approximately $60.0 million in face amount of its senior unsecured notes for an aggregate purchase price of approximately $40.1 million plus accrued interest of approximately $2.0 million. The notes repurchased were comprised of $33.0 million in face amount of its 8.125% senior unsecured notes and approximately $27.0 million in face amount of its 8.75% senior unsecured notes. All of the senior unsecured notes repurchased have been retired and are not available for re-issue.
Minority interest expense decreased from $3.9 million for the full year 2007 to income of $22.8 million for the full year 2008. This decrease was primarily due to lower net income for the Chaney Dell and Midkiff/Benedum joint ventures, which were formed to effect the Partnership’s acquisition of control of the respective systems. The decrease in net income of the Chaney Dell and Midkiff/Benedum joint ventures was principally due to a goodwill impairment charge of $613.4 million for the goodwill originally recognized upon acquisition of these systems. The minority interest represents Anadarko’s 5% ownership interest in the net income of the Chaney Dell and Midkiff/Benedum joint ventures.
At December 31, 2008, the Partnership had $1,493.4 million of total debt, including $707.2 million outstanding on its term loan that matures in 2014, $484.2 million of senior unsecured notes that mature in 2015 and 2018, and $302.0 million of outstanding borrowings under its revolving credit facility that matures in 2013. The Partnership also has interest rate swap contracts for a notional principal amount totaling $450.0 million which expire during the first half of 2010. These contracts convert a portion of the Partnership’s LIBOR-based floating rate exposure under its term loan and revolving credit facility to a fixed LIBOR rate averaging 3.02%, plus the applicable margin as defined under the terms credit facility.
Securities Act of 1933
Often referred to as the "truth in securities" law, the Securities Act of 1933 has two basic objectives:
require that investors receive financial and other significant information concerning securities being offered for public sale; and
prohibit deceit, misrepresentations, and other fraud in the sale of securities.
http://www.sec.gov/about/laws.shtml
Hedge Fund Leader Blasts Obama for "Bullying"
and "Abuse of Power"
Posted May 06, 2009 07:38am EDT by Tech Ticker in Investing, Newsmakers, Recession, Banking
Cliff Asness, whose firm manages some $20 billion of assets, has written an open letter blasting President Obama for his attack on the hedge fund industry in the wake of the Chrysler bankruptcy.
As you'll recall, hedge funds, which hold approximately $1 billion in Chrysler bonds, refused the government's offer to take approximately thirty cents on the dollar. Obama accused hedge funds of holding out "for the prospect of an unjustified taxpayer-funded bailout."
These comments have enraged many in the industry but few have spoken out publicly. Asness, whose firm doesn't hold Chrysler bonds, says the industry is genuinely afraid in the face of Obama's power. Stating that he himself is "fearful writing this," Asness still pulls no punches:
"Let’s be clear, it is the job and obligation of all investment managers, including hedge fund managers, to get their clients the most return they can. They are allowed to be charitable with their own money, and many are spectacularly so, but if they give away their clients’ money to share in the “sacrifice”, they are stealing."
"The President screaming that the hedge funds are looking for an unjustified taxpayer-funded bailout is the big lie writ large. Find me a hedge fund that has been bailed out. Find me a hedge fund, even a failed one, that has asked for one. In fact, it was only because hedge funds have not taken government funds that they could stand up to this bullying. The TARP recipients had no choice but to go along."
"The President's attempted diktat takes money from bondholders and gives it to a labor union that delivers money and votes for him. Why is he not calling on his party to "sacrifice" some campaign contributions, and votes, for the greater good? Shaking down lenders for the benefit of political donors is recycled corruption and abuse of power."
Henry discusses the controversy with hedge fund manager Jeff Matthews, of Ram Partners. (He's also author of the popular blog Jeff Matthews Is Not Making This Up.) Matthews says it's no surprise that Obama would favor unions over hedge funds and that there's no use in crying foul in the court of public opinion. But, says Matthews, expect the Administration's tactics to be challenged where they should be: the court of law.
Here's the full text of Asness's letter, via Zero Hedge http://zerohedge.blogspot
In other words sarshee he is plagorizing materials written from someone else, "Good Post"!, like he has with his other project models that were someone else's project models. He plays the trends, if water is the next big thing, its water, if its uranium, its uranium, let us not forget his oil venture with Trsi, then it was oil, and uranium, now its this. He has been front and center of who benefits off anyone who is willing to listen to his fraudenlent claims that he has the "intent", to make investors money. His history, and the information we possess proves that he gives nothing, does nothing, invest in nothing thru loans, or uses his own money. He does not have one red cent in this symbol, whatever exist belongs to past shareholders, lock, stock, and barrel,even the mining claims if these still even exist,or the money he received from them?.........What happened to the 68 mining claims associated with Aurm?..........just disappeared. His primary function is to put out info that he thinks will appeal to the small investor with the hope of getting to their money so he can fatten himself up on ill gotten gains, like the racketeer he is.............The MM he hired wants commissions on these 504's, and he will manipulate this stock for all that its worth. I wonder if the MM he hired works for Etrade who was charged and fined for frontrunning.
Berman has committed fraud on top of fraud, scam on top of scam...................Its all just one big SCAM. Berman is nothing less than a crook, who knows what more this guy is, but he has no second thought on how investors are to benefit, its all about him. Like he said to all of us, "The Party was over for Ihubbers", after he sold off that first 504D, and made his million. He stated this was his company and he would do what he chooses with it, shareholders were along for the ride. Yeah! and he was right, "A one way ride for capital losses". Only he knows how much of this money went into his private enterprise?.............The SEC needs to investigate where this money went?. Just like the Madoff scam, Berman needs to be forced and jailed until he makes investors whole.
I would rather eat seawood from a sunken ship that had some integrity, it would at least have some taste, anything that Berman has to offer up would be toxic. The only thing he has to sell is poisonous. Summer is here ya know, I'm sure he and is mate is looking to spend some time in the Caribbean, time to dump as many as he can before the slow season arrives. Its incredible that the SEC allows this guy to operate like a charity, The Berman Charity Foundation. "No Accountability for what has happened to investors money"!. He sure hasn't used it toward any projects. He has been able to sell shares to accreditors, at a price only they can profit from, assuring our losses, then sell their shares for them, and then keep the money, and use it as he did for Aurm prior underwear maker turned uranium company that had 68 uranium mines just ripe for extraction, so he could file another 504D.
Now he can sell sheets of toilet paper and the SEC doesn't bat an eye.
Why do ya think the CDS's sold in the OTC market?......you got it!. Zero regulation, zero oversight, "nobody watching", "nobody paying attention", and Aig knew it, GS, and the Banks, who were all filers, but left out this tad bit of info because these were considered derivatives. I hidden agenda that no one would understand, a market in itself thats even now deregulated..........The OTC market has served as the responsible culprit for the bulk of these bailouts. Imagine Aig running up $440b dollars in insurance debt selling this stuff Over the counter without collaterol to back it..............How much more damage to investors and taxpayers before something is done?. They should do a raid on these so called companies, and their Ceo's that want to do business in this alley of backrooms who want to portray that they are conducting themselves legitimately with the publics money, when all the while betting and gambling, and stealing all they can get their hands on.
Jonathan Fahey On Alternative Energy
12.19.08, 02:00 PM EST
Head winds are blowing in the face of alternative energy, in the form of suddenly cheap oil and natural gas prices.
Jonathan Fahey
The Big Trend
http://www.forbes.com/2008/12/14/energy-2009-predictions-sneakpeek_snkpk09_20_johnathanfahey_energy.html?partner=yahootix
Real Goods Solar IPO'd at $10.00 8-May 2008
Real Goods Solar, Inc.
833 W. South Boulder Road
Louisville, Colorado 80027
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON Wednesday, May 20, 2009
To our shareholders:
We will hold the 2009 annual meeting of shareholders of Real Goods Solar, Inc. (“we”, “us”, “our”, or “Real Goods Solar”), a Colorado corporation, on Wednesday, May 20, 2009, at 4:00 p.m. at the Marriott Courtyard, 948 West Dillon Road, Louisville, Colorado 80027, for the following purposes:
1. to elect seven directors to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified;
2. to approve the amendment and restatement of our 2008 Long-Term Incentive Plan; and
3. to transact such other business as may properly come before our annual meeting, or any adjournment(s) or postponement(s) thereof.
Our board of directors has fixed the close of business on Thursday, March 26, 2009, as the record date for determining our shareholders entitled to notice of, and to vote at, our annual meeting. A complete list of our shareholders entitled to vote at our annual meeting will be available for inspection by any of our shareholders prior to our annual meeting, upon written request showing a proper purpose, during normal business hours at our Louisville, Colorado office. Only shareholders of record on the March 26, 2009 record date are entitled to notice of, and to vote at, our annual meeting and any adjournments or postponements thereof.
We are furnishing proxy materials to our shareholders primarily by the Internet. On April 9, 2009, we will commence mailing our shareholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our 2009 proxy statement and 2008 annual report. The Notice of Internet Availability of Proxy Materials also instructs you on how to access your proxy card to vote through the Internet or by telephone, and provides instruction on how you can request a paper copy of these documents if you desire. If you received your annual meeting materials by mail, the proxy statement and proxy card from our board of directors and our annual report were enclosed. If you received your annual meeting materials via email, the email contained voting instructions and links to the proxy statement and annual report on the Internet, which are both available at www.proxyvote.com . This process is designed to expedite our shareholders’ receipt of proxy materials, lower the cost of our annual meeting, and help conserve natural resources. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.
Our shareholders are cordially invited to attend our annual meeting in person.
By Order of the Board of Directors,
April 6, 2009 John Jackson, Secretary
--------------------------------------------------------------------------------
Real Goods Solar Reports Fourth Quarter and Fiscal 2008 Results
BOULDER, Colo., March 10 /PRNewswire-FirstCall/ -- Real Goods Solar, Inc. (NASDAQ:RSOL), a leading residential solar energy integrator, announced today results for its fourth quarter and fiscal year ended December 31, 2008.
Revenue for the year ended December 31, 2008 increased 107.3% to $39.2 million from $18.9 million recorded in the same period last year, primarily due to acquisitions.
Gross profit increased to $10.4 million, or 26.6% of revenue for the year, from $6.5 million, or 34.3% of revenue in 2007. The decrease in gross margin percent primarily reflects the consolidation of the acquisitions of Marin Solar, Carlson Solar and Independent Energy Systems, which have traditionally produced lower gross profit margins.
Operating expenses as a percent of revenue increased 250 basis points year over year to 35.8% from 33.3%. This increase primarily reflects the impact of the consolidation of the acquisition of Regrid Power during the fourth quarter, integration costs related to the Company's 2008 acquisitions, and the incremental costs associated with being a public company.
Other expenses of $27.2 million for the year represent a non-cash charge related to the impairment of goodwill and other intangible assets recorded as part of historical acquisitions. The impairment, resulting from the application of SFAS No. 142, Goodwill and Other Intangible Assets, was driven by the decline in the market price of the Company's common shares (Nasdaq) experienced in the fourth quarter.
Net loss for the year, including the above non-cash charge, was $28.0 million, or $1.86 per share, as compared to net income of $0.1 million, or $0.01 per share, for the year ended December 31, 2007. Excluding the impairment charge (and net of a related $1.6 million tax benefit), net loss for the year would have been $2.3 million, or $0.16 per share.
For the fourth quarter of 2008, Real Goods net revenue increased to $13.5 million, a 133.8% increase from $5.8 million for the same period last year. Net loss for the quarter, including the above non-cash charge, totaled $27.4 million, or $1.53 per share. Excluding the impairment charge (and net of a related $1.6 million tax benefit), net loss for the quarter would have been $1.8 million, or $0.10 per share.
2007 financials do not include Real Goods' 2008 acquisitions, related integration costs, nor the costs associated with being a public company.
"The fourth quarter was a challenging period for the industry and for Real Goods Solar," commented Tom McCalmont, Chief Executive Officer. "Because of the tough economic environment in the fourth quarter we placed a significant emphasis on acquisition integration, which included a reduction in headcount, centralization of functions, standardization of products and processes, and a drive towards improved operational efficiencies."
"We are working hard to cut costs and drive synergies across the Real Goods organization during this challenging period and anticipate being complete with most of our integration by the end of April," said Erik Zech, Chief Financial Officer. "The changes we are making will position the Company to drive profitability. Our balance sheet remains strong with over $12 million of cash at the end of the year and we are intensely focused on improving this position going forward."
Real Goods Solar also announced that it will host a conference call tomorrow, March 11, 2009, at 8:30 a.m. PDT (11:30 a.m. EDT) to review the fourth quarter and fiscal 2008 results.
Dial-in No.: 800-762-9058 (domestic) or 480-629-1990 (international) Passcode: Real Goods
A replay of the call will begin approximately two hours after the end of the call and will continue until 12:00 a.m. EDT on March 17, 2009.
Replay number: 800-406-7325 (domestic) or 303-590-3030 (international) Pin: 4024824
About Real Goods Solar, Inc.
Real Goods Solar, Inc. is a leading residential solar energy integrator, having installed over 4,500 solar systems. Real Goods Solar offers turnkey solar energy services, and has 30 years of experience in residential solar energy, beginning with the sale in 1978 of the first solar photovoltaic, or PV, panels in the United States. For more information about Real Goods Solar, please visit http://www.realgoodssolar.com/, or call (888) 507-2561.
If you're going to go public, timing is everything. You don't want to make your market debut when investors are making a mad stampede for the exits. You also want to make sure that you're hitting the market before your niche peaks.
MotF
IPO'd in May of 2008.
Real Goods has been a disaster since going public. The company installs residential solar energy systems in California and Colorado. The stock has fallen far from its $10 IPO price.
MotF
What happened to the uranium?..........doesn't he sound exactly the same as he did when he was talking about uranium, and how he was gonna help lessen our countries energy dependence, that there was $38.3 mil of uranium he had plans for to get extracted, according to the figures of a reknowned Geologist. If he could raise the money for thru the 504D?. He got it didn't he?.......from all of us. This is now his next "Strategic Plan", so he can invest any money into his own personal retirement account, or safe deposit box in the Caymans in his mothers name perhaps?. He sure has had a good time on other peoples money.
What BS! He plays the trends for those who believe he has some intrinsic moral value, something his mother and father forgot to instill in him. Either this or this is the families core values: cheat, lie and steal.
Russell Industries to Build Bio Algae Farm
Russell Industries, Inc., (Pink Sheets:RIND), recently announced that is was venturing into the Bio Feed Stock marketplace by way of developing the first of its type Bio Algae Farm in Houston, TX.
Bio Algae used as feed stock for Bio diesel will help lead the way to U.S. energy independence. Major airlines such as Continental, Virgin, and JAL have all flown successfully on Bio diesel, even the military has used Bio diesel as an alternative. In March of 2009, California based company Flometrics recently completed tests of rockets using Bio Fuels originally designed for kerosene propulsion.
Algae is a prime example of renewable bio feed stock as it can grow daily rather than by the season and does not affect the food supply, such as traditional crops like corn and wheat. For example, a one acre, horizontal photo Bio reactor style Algae Farm can yield 50,000 gallons of Bio Feedstock compared to 700 gallons using Corn or Soy, but when set up using a vertical system it could yield 5 times as much or 250,000 gallons a year at the going rate of $2.00 per gallon. Bio mass, the residual of Algae oil, is used in the pharmaceutical and cosmetic industries as well as plastics and stem cell research. Each acre of the farm can yield approximately 1,125,000 pounds at the going rate of $0.13 per pound, and if the vertical system was used then the Bio mass produced would be 5,625,000 pounds. In reality the Bio algae farm model will generate more revenue from Bio mass than Algae oil.
Can you show some numbers to illustrate your points?.
Understand this - Berman is a racketeer, and he is relentless when it comes to selling shares, with or without a 504D. He has had 504D's running for several years, he paid himself a salary that was proclaimed to the SEC for $350,000. Comp equal to or exceeds some of the real companies Ceo's comp who trade on the Seniors, and from retailers money in 2007, money that was supposed to be used toward the companies project of the Payday mine. Money he literally begged for, and the only thing that was mined were the retailers. He is first a liar and thief, and he cares less about you or anyone else that invest in this stock, its all about him and he has stated on more than one occassion that this is "His" company regardless of share ownership by retailers. He will do what he wants to do, and he has, over and over again. In all reality he should be front and center of an SEC investigation. He should be forced to prove where every dime has gone over the many years of he selling stock to the public. The primary question should be where is the money he has robbed investors of?.
Guarantee that if I got him alone for 15 minutes I could help him become an honest individual, who would be more than willing to come clean, in more ways than one. Its obvious to me, and all those thats been harmed by this crook, and all the legal avenues thats been utilized short of a class action, but within the regulatory agencies who have chosen to do nothing, to sit on their hands, like they did with Madoff, $65B later of losses from investors, when he was partying it up all over the world, and having the best of everything, from years of racketeering illustrates that even with a securities fraud investigator writing and sending valid information to them over several years that he was committing fraud didn't lift an eyebrow. Are now more than willing to pay $500k to most of those whose money was lost thru SIPC, where does the SEC and SIPC come into play for what has occurred here?, black is black, fraud is fraud, racketeering is racketeering.
The OTC market, where hundreds of billions of insurance policies were underwritten by Aig, and trillions of dollars in CDS's have been sold over years, and it took the market and the economy here and abroad down with them before Cox came public to heighten the awareness of the threat. The horse was out of the barn, and Paulson was now gonna beg the Senate Banking thru fear tactics for $700bn to shore up what Aig illegally owed to GS the company the worm once headed. All toll approx $21bn of taxpayers money. This was just for starters for the good ole boys network who were engage in illegal and legal corruption.
Small Company Offering and Sale of Securities Without Registration (D)
Date : 04/30/2009 @ 6:03AM
Source : Edgar (US Regulatory)
Stock : Russell Industries (RIND)
Quote : 0.0066 -0.0024 (-26.67%) @ 4:04PM
- Small Company Offering and Sale of Securities Without Registration (D)
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
FORM D
OMB APPROVAL
OMB Number: 3235-0076 Expires: September 30, 2008 Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities
1. Issuer's Identity
CIK (Filer ID Number)
Previous Name(s)
x
None
Entity Type
0001071220 x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
Name of Issuer
RUSSELL INDUSTRIES INC
Jurisdiction of Incorporation/Organization
NV
Year of Incorporation/Organization
x
Over Five Years Ago
o
Within Last Five Years (Specify Year)
o
Yet to Be Formed
2. Principal Place of Business and Contact Information
Name of Issuer
RUSSELL INDUSTRIES INC
Street Address 1
Street Address 2
9595 SIX PINES DRIVE
SUITE 8210
City
State/Province/Country
ZIP/Postal Code
Phone No. of Issuer
THE WOODLANDS
TX
77380
832.661.6074
3. Related Persons
Last Name
First Name
Middle Name
BERMAN RICHARD MARK
Street Address 1
Street Address 2
9595 SIX PINES DRIVE SUITE 8210
City
State/Province/Country
ZIP/Postal Code
THE WOODLANDS TX 77380
Relationship:
x
Executive Officer
x
Director
o
Promoter
Clarification of Response (if Necessary)
--------------------------------------------------------------------------------
4. Industry Group
o
Agriculture
Health Care
o
Retailing
Banking & Financial Services
o
Biotechnology
o
Restaurants
o
Commercial Banking
o
Health Insurance
Technology
o
Insurance
o
Hospitals & Physicians
o
Computers
o
Investing
o
Pharmaceuticals
o
Telecommunications
o
Investment Banking
o
Other Health Care
o
Other Technology
o
Pooled Investment Fund
Travel
o
Other Banking and Financial Services
o
Manufacturing
o
Airlines & Airports
Real Estate
o
Lodging & Conventions
o
Commercial
o
Tourism & Travel Services
o
Construction
o
Other Travel
o
REITS & Finance
o
Other
o
Residential
o
Other Real Estate
o
Business Services
Energy
o
Coal Mining
o
Electric Utilities
o
Energy Conservation
o
Environmental Services
o
Oil & Gas
x
Other Energy
5. Issuer Size
Revenue Range
Aggregate Net Asset Value Range
o
No Revenues
o
No Aggregate Net Asset Value
x
$1 - $1,000,000
o
$1 - $5,000,000
o
$1,000,001 - $5,000,000
o
$5,000,001 - $25,000,000
o
$5,000,001 - $25,000,000
o
$25,000,001 - $50,000,000
o
$25,000,001 - $100,000,000
o
$50,000,001 - $100,000,000
o
Over $100,000,000
o
Over $100,000,000
o
Decline to Disclose
o
Decline to Disclose
o
Not Applicable
o
Not Applicable
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
x
Rule 504(b)(1) (not (i), (ii) or (iii))
o
Rule 505
o
Rule 504 (b)(1)(i)
o
Rule 506
o
Rule 504 (b)(1)(ii)
o
Securities Act Section 4(6)
o
Rule 504 (b)(1)(iii)
o
Investment Company Act Section 3(c)
7. Type of Filing
x
New Notice
Date of First Sale
2008-10-09 o
First Sale Yet to Occur
o
Amendment
8. Duration of Offering
Does the Issuer intend this offering to last more than one year?
o
Yes
x
No
9. Type(s) of Securities Offered (select all that apply)
o
Pooled Investment Fund Interests
x
Equity
o
Tenant-in-Common Securities
o
Debt
o
Mineral Property Securities
o
Option, Warrant or Other Right to Acquire Another Security
o
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security
x
Other (describe)
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
o
Yes
x
No
Clarification of Response (if Necessary)
11. Minimum Investment
Minimum investment accepted from any outside investor
$
5000
USD
12. Sales Compensation
Recipient
Recipient CRD Number
x
None
WORLD TRADE FINANCIAL
(Associated) Broker or Dealer
o
None
(Associated) Broker or Dealer CRD Number
x
None
N/A
Street Address 1
Street Address 2
2010 HANCOCK STREET
SECOND FLOOR
City
State/Province/Country
ZIP/Postal Code
SAN DIEGO
CA
92110
State(s) of Solicitation
o
All States
TX
--------------------------------------------------------------------------------
13. Offering and Sales Amounts
Total Offering Amount
$
1000000
USD
o
Indefinite
Total Amount Sold
$
159350
USD
Total Remaining to be Sold
$
840650
USD
o
Indefinite
Clarification of Response (if Necessary)
14. Investors
o
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
5
15. Sales Commissions & Finders' Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions
$
0
USD
o
Estimate
Finders' Fees
$
5602
USD
x
Estimate
Clarification of Response (if Necessary)
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
$
75000
USD
x
Estimate
Clarification of Response (if Necessary)
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each Issuer named above is:
Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
o
I also am a duly authorized representative of the other Issuer(s) in Item 1 above and authorized to sign on their behalf.
Issuer
Signature
Name of Signer
Title
Date
RUSSELL INDUSTRIES INC
/s/ Richard M Berman
Richard M Berman
President & CEO
2009-04-29
<< Back
Judge not ? :))
Mildred, the church gossip, and self-appointed
monitor of the church's morals, kept sticking
her nose into other people's business.
Several members did not approve of her
extra curricular activities, but feared her
enough to maintain their silence.
She made a mistake, however, when she
accused Frank, a new member, of being an
alcoholic after she saw his old pickup
parked in front of the town's
only bar one after noon.
She emphatically told Frank
(and several others)
that every one seeing it there
WOULD KNOW WHAT HE WAS DOING !
Frank, a man of few words,
stared at her for a moment and
just turned and walked away
He didn't explain, defend, or deny
He said nothing.
Later that evening,
Frank quietly parked his pickup
in front of Mildred's house ...
walked home ...
and left it there all night.
You gotta love Frank
YRC shares plunge after 1Q report, analyst worries
YRC Worldwide shares plunge after weak 1st-qtr results, analyst worries on customer retention
On Monday April 27, 2009, 3:25 pm EDT
Buzz up! Print Related:YRC Worldwide Inc.
NEW YORK (AP) -- Shares of YRC Worldwide Inc. plunged Monday as investors continued to digest a disappointing first-quarter report, and an analyst said the trucking company is at risk of losing customers as it integrates two business units.
Related Quotes
Symbol Price Change
YRCW 2.98 -0.05
Shares dropped 29 cents, or 9 percent, to $2.95 in afternoon trading. The stock has traded between $1.20 and $22.52 over the past year.
In a client note Monday, Longbow Research analyst Lee Klaskow wrote "there remains a real risk of further customer defection," whether or not YRC hits its earnings targets to keep it in decent standing with its creditors.
"Despite all of the renegotiating, restructuring and integrations, we believe it is difficult to model management's 'hopes' in our estimates until we actually see the bleeding stop," Klaskow wrote. "If the company should fail in making the (earnings) hurdle, we continue to believe its banks will continue to work with YRC as we have seen in the past."
He maintained his "Neutral" rating but reduced his earnings forecast for the current quarter and fiscal years 2009 and 2010.
YRC on Thursday reported a larger-than-expected first-quarter loss as hefty restructuring charges exacerbated a big drop in shipments amid the dismal economy.
Overland Park, Kan.-based YRC Worldwide booked $164 million in charges related to the integration of its Yellow and Roadway divisions and the subsequent layoff of more than 3,000 workers. The company acknowledged that it lost market share in the quarter as customers defected to other carriers in the midst of the transition.
"The last two years have been a succession of misses, write-downs and one-time charges, and we view the next two quarters as pivotal for the company, both to prove that it has executed its strategic plan, and to engender confidence with customers and investors," he said.
Once the economy begins to pick up, Klaskow thinks YRC "will be very well-positioned, assuming that it is able to withstand the current recession."
The broader trucking sector traded lower following a report from Avondale Partners that said 480 truckers went out of business in the first quarter, and more will have to go for demand to improve for the remaining players.
$200,000,000 re: S-3
Debt Securities
Common Stock
Preferred Stock
Depositary Shares
Warrants
Purchase Contracts
Units
Guarantees of Non-Convertible Debt
Securities of PetroQuest Energy, Inc.
by:
PetroQuest Energy, L.L.C.
TDC Energy LLC
We may offer from time to time debt securities, shares of our common stock, shares of our preferred stock, depositary shares, warrants, purchase contracts and units. Any non-convertible debt securities we issue under this prospectus may be guaranteed by our subsidiaries.
The aggregate initial offering price of the securities that we offer will not exceed $200,000,000. We will offer the securities in amounts, at prices and on terms to be determined at the time of the offering.
Our common stock is quoted on the New York Stock Exchange under the symbol “PQ.” The last reported sale price of our common stock on April 3, 2009 was $2.60 per share.
We will provide the specific terms of the offering in supplements to this prospectus. You should read this prospectus and any supplement carefully before you invest. This prospectus may not be used to offer and sell our securities unless accompanied by a prospectus supplement.
Investing in our securities involves significant risks that are described in the “Risk Factors” section beginning on page 5 of this prospectus.
Recent S-3 filing 4-6-09
http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=6530779
As filed with the Securities and Exchange Commission on April 6, 2009
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PetroQuest Energy, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization) 72-1440714
(I.R.S. Employer Identification No.)
400 E. Kaliste Saloom Road, Suite 6000
Lafayette, Louisiana 70508
(337) 232-7028
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Charles T. Goodson
Chairman, President and Chief Executive Officer
PetroQuest Energy, Inc.
400 E. Kaliste Saloom Road, Suite 6000
Lafayette, Louisiana 70508
(337) 232-7028
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Daniel G. Fournerat
Executive Vice President, General Counsel and Secretary
PetroQuest Energy, Inc.
400 E. Kaliste Saloom Road, Suite 6000
Lafayette, Louisiana 70508
Telephone: (337) 232-7028
Telecopy: (337) 232-0044 Robert G. Reedy
E. James Cowen
Porter & Hedges, L.L.P.
1000 Main, 36th Floor
Houston, Texas 77002
Telephone: (713) 226-6674
Telecopy: (713) 226-6274
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o
(Do not check if a smaller reporting company)
--------------------------------------------------------------------------------
Table of Contents
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Proposed Maximum
Amount of
Securities to Be Registered(1) Aggregate Offering Price(2) Registration Fee
Debt Securities(3)
Common Stock, par value $.001 per share(4)
Preferred Stock, par value $.001 per share
Depositary Shares(5)
Warrants
Purchase Contracts
Units
Guarantees of the Non-Convertible Debt Securities(6)
Total $200,000,000 $11,160(7)(8)
(1) The securities registered consist of $200,000,000 of an indeterminate number or amount of Debt Securities, Common Stock, Preferred Stock, Depositary Shares, Warrants, Purchase Contracts, Units and Guarantees, as may be issued from time to time at indeterminate prices. In no event will the aggregate initial offering price of all securities issued from time to time pursuant to this registration statement exceed $200,000,000 or the equivalent thereof in foreign currencies, foreign currency units or composite currencies. This registration statement also covers an indeterminate amount of securities as may be issued in exchange for, or upon conversion or exercise of, as the case may be, the securities registered hereunder.
(2) The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended, or the Securities Act.
(3) If any Debt Securities are issued at an original issue discount, then the offering price of the Debt Securities shall be in such amount as shall result in an aggregate initial offering price not to exceed $200,000,000 less the offering price of any security previously issued hereunder.
(4) Includes one preferred share purchase right, or the Rights, for each share of common stock. Pursuant to Rule 457(g) of the Securities Act, no separate fee is payable in connection with the Rights.
(5) Such indeterminate number of Depositary Shares to be evidenced by Depositary Receipts issued pursuant to a deposit agreement. In the event that the registrant elects to offer to the public fractional interests in shares of Preferred Stock registered hereunder, Depositary Receipts will be distributed to those persons purchasing the fractional interests and the shares of Preferred Stock will be issued to the depositary under the deposit agreement.
(6) Subsidiaries of PetroQuest Energy, Inc. named as co-registrants may fully, irrevocably and unconditionally guarantee on an unsecured basis the non-convertible debt securities of PetroQuest Energy, Inc. Pursuant to Rule 457(n) of the Securities Act, no separate fee is payable in connection with the Guarantees.
(7) Calculated in accordance with Rule 457(o) of the Securities Act.
(8) This registration statement includes Debt Securities, Common Stock, Preferred Stock, Depositary Shares, Warrants, Purchase Contracts, Units and Guarantees with an aggregate offering price of $125,250,000 that were previously covered by registration statement no. 333-131955. Pursuant to Rule 415(a)(6) of the Securities Act, the $13,401.75 filing fee previously paid in connection with such unsold Debt Securities, Common Stock, Preferred Stock, Depositary Shares, Warrants, Purchase Contracts, Units and Guarantees will continue to be applied to such unsold Debt Securities, Common Stock, Preferred Stock, Depositary Shares, Warrants, Purchase Contracts, Units and Guarantees. As a result, a filing fee of $4,171.05 is being paid herewith. Pursuant to Rule 415(a)(6), the offering of Debt Securities, Common Stock, Preferred Stock, Depositary Shares, Warrants, Purchase Contracts, Units and Guarantees covered by registration statement no. 333-131955 will be deemed terminated as of the date of effectiveness of this registration statement.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine
This is just one company. These are the people that shareholders elect by proxy when the company insiders are pumping shareholders for a yes vote. These people are nothing more than insiders. Its kinda like the Congress who has the power to vote themselves in a raise. I have yet to see them vote no, I cannot ever phathom them voting no, no more than I can see Board Members who will ever side with whats best for the company and shareholders. Its all fixed, like Wall Street - Washington Politics like we've seen with Paulson/Cox who services the Lobbyist/Corporatism.
Like a Chess game that forces the opponent to start without a queen, bishop, knight, and rook, and a couple of pawns, to make it a level playing field.
Give those guys a hanky, give us silver pails. Better yet puke on them when given a chance.
Anyone got a hanky for these "poor fellows"?
Recession takes toll on CEO pay in 2008
AP IMPACT: CEO pay hit by recession in 2008, but some boards changing rules to cushion blow
http://finance.yahoo.com/news/AP-IMPACT-Recession-takes-apf-15098194.html?sec=topStories&pos=1&asset=&ccode=
Energy Solutions: Symbol ES
Board Members Raking In $100 mil each from the company
"The people who pay for these outrageous sums are stockholders, and those who are on the other side of theses trades".
4-Aug-08 ENV HOLDINGS LLC
Beneficial Owner (10% or more) 5,250,000 Direct Sale at $19 per share. $99,750,000
4-Aug-08 HIRT LANCE L.
Director 5,250,000 Indirect Sale at $19 per share. $99,750,000
4-Aug-08 RORISTON ROBERT J.S.
Director 5,250,000 Indirect Sale at $19 per share. $99,750,000
4-Aug-08 WEINBERG ANDREW S.
Director 5,250,000 Indirect Sale at $19 per share. $99,750,000
4-Aug-08 LINDSAY ROBERT D
Director 5,250,000 Indirect Sale at $19 per share. $99,750,000
4-Aug-08 GOLDBERG ALAN E
Director 5,250,000 Indirect Sale at $19 per share. $99,750,000
Its bizarrrrrrrr....the US gets attacked without provocation, terrorist murdered 3000 of our US citizens, and today front and center is to protect these militants rights. They have no legal govt with a legal military who wear military uniforms, instead they wear mask like bandits. The argument tends to state than they should receive the same rights under the Geneva Conventions, that they would never adhere to, anymore than the Pirates of Somalia. They have had no quams in beheading American citizens, burning and desecrating American soldiers dead bodies and dragging them thru the streets for the world to see. If a wolf runs with pack a wolves who are killing cattle but yet doesn't particpate, the rancher isn't gonna be selective. They're getting as much media attention as celebraties. With all that happened during WW11 the Nazi's who made up a large portion of the German military and who created all kinds of war crimes,became pow's were taken here and treated like special guest. Few were ever punished.
In Belgium about 60 US soldiers were mowed down having surrendered to the the Germans. One soldier was under a dead soldier who they thought was dead reported back to tell and show the scene of the massacre.......A momument was built in that location by the Belgium people who come to honor them on that day every year. Germans who were not killed and released on the battlefield having been captured, only returned to fight another day prior to all this.
Bin Laden is yet free, and if they can now get their hands on a nuke they will.......Pakistans military may cave to them. The result of going into Iraq, and not staying focused on Afghanistan. Pakistans govt tried bribing them, as opposed to killing and capturing them, and the reasons behind this was to not shake the boat, their Muslim neighbors are watching. Now they are moving inward away from the border. Bush stated that any country given safe harbor to alqueda or Taliban militants would be seen as part of the problem............yeah?.......then what?.......Saddam staged 911?............I think common sense knows better.
What president gave Pakistan their blessing to become nuclear in the first place?..........
H.Specter is the very reason term limits need to be imposed. The reasons why we get 100 year old Senators, or Congressman. It becomes a club adorned with to many perks, just like many of these corporations btt on a different scale, but the same none the less.
The things some of our military guards did to the pows at Gitmo was despicable, and the photos illustrated how they dishonored themselves, even the women. They should have been given time at Ft. Levenworth, then dishonorably discharged. Our military need to conduct themselves as honorable soldiers, no matter. Pows who are terrorist need to be treated as such, interrogated, trialed, if found guilty, sentenced or shot depending on what they've done, and remain locked up till then..........enemy combatants, not tortured, interrogated, and if they cooperative, seperated, and shouldn't be treated any better or worse than a prisoner.
This entire situation before and since 911 illustrates the lack of ability these politicians have to govern this country, or the military..............Now we get Airforce one tailed by a fighter plane flying around NY city, bizarrrrr.
Does Human Rights Law Apply to Terrorists?
by Ted Lapkin
Middle East Quarterly
Fall 2004
http://www.meforum.org/651/does-human-rights-law-apply-to-terrorists
Reference guide to the Geneva Conventions
http://www.genevaconventions.org/
Textron's solvency problems, debt downgrades and weakened share price fanned speculation earlier this month that the company might be the target of a takeover, helping lift the stock from a 30-year low
http://www.marketwatch.com/news/story/textron-posts-sharply-lower-profit/story.aspx?guid=%7B951AC235%2DF2E8%2D401A%2D89A7%2D31F21134C187%7D&siteid=yhoof
Textron's 1st-quarter profit falls 63 pct
Textron's 1st-qtr profit sinks 63 pct on weak corporate jet demand; cuts 2009 profit outlook
Donna Borak, AP Business Writer
On Tuesday April 28, 2009, 6:23 pm EDT
Buzz up! Print Related:Textron Inc.
WASHINGTON (AP) -- Textron Inc., which makes Cessna planes, Bell helicopters and turf maintenance equipment, said Tuesday its first-quarter profit fell 63 percent as the recession drove down demand for its corporate jets. It also slashed its 2009 profit outlook and said it expects more job cuts.
Related Quotes
Symbol Price Change
TXT 11.20 -0.19
The quarterly results reflect lower demand for Textron's large manufactured goods and smaller profits at its finance arm. Tough economic times have forced the Providence, R.I.-based industrial conglomerate to cut its global work force by 15 percent in recent months.
Textron also said it plans to sell $300 million worth of convertible senior notes and 19 million shares of its common stock.
The company will use the proceeds to repay debt and boost its cash. It will also hedge against any dilution of its common stock related to the convertible note sale. The diversified manufacturer has been aggressively looking to improve its liquidity, ending the quarter with $1.7 billion in cash.
"Despite the tough economic environment, our liquidity plan is substantially ahead of schedule," said Textron Chairman and CEO Lewis Campbell, in a statement.
Textron's first-quarter net income totaled $86 million, or 35 cents per share, down from $231 million, or 91 cents per share, in the same period last year. Textron reported a day earlier than Wall Street had expected.
In after-hours trading, shares dropped 89 cents, or 8 percent, to $10.31, after closing at $11.20. The company's stock had rallied in recent weeks amid speculation that it could be a potential buyout target.
Before restructuring charges of $32 million, Textron earned a profit of 26 cents per share -- beating Wall Street's earnings forecast of a penny per share.
The company now expects full-year restructuring charges of roughly $75 million, up from its previous estimate of $40 million. The higher charges reflect expected job cuts as demand continues to wane, along with closures of facilities.
Textron has already reduced its global work force by 6,200 positions. About 4,600 of those job eliminations come from Cessna. The company is expected to provide further details of potential job cuts during a conference call with Wall Street analysts before the market opens Wednesday.
Quarterly revenue fell 24 percent to $2.53 billion led by lower deliveries of business jets and weaker demand for its industrial products like E-Z-GO golf carts and lawn care machinery. Sales missed Wall Street's prediction of $2.78 billion.
Sales at Cessna, based in Wichita, Kan., fell 38 percent to $769 million. The unit delivered 69 jets in the fourth quarter, down from 95 in 2008.
Bell Helicopters' revenue rose 29 percent to $742 million on higher volumes and pricing for its military and commercial helicopters. However, it's industrial unit fell 37 percent because of lower demand for its products and unfavorable foreign exchange rates.
The company's troubled finance arm -- Textron Financial Corp. -- also reported revenues declined 43 percent to $122 million on lower market interest rates, lower securitization gains and other lower income.
Citing anticipated lower demand for Cessna jets and higher losses at Textron Financial, the company now anticipates earnings per share of between 45 cents and 75 cents in 2009. That is much lower than its previous estimate of $1 and $1.50.
Textron anticipates revenue of $11 billion, below its previous estimate of $12.5 billion for the year. That's also below Wall Street's forecast of a profit of 97 cents on revenue of $11.80 billion.
Moody's downgrades Textron's ratings to Baa3
Tue Apr 28, 2009 6:04pm EDT Email | Print | Share| Reprints | Single Page[-] Text [+]
Market News
Wall St slips as more bank woe offsets data, IBM | Video
Oil falls as flu adds to demand concerns
CORRECTED: Asian stocks fall on swine flu, U.S. bank worries
More Business & Investing News... Reuters has stopped distributing the full text of Moody's
Investors Service press releases on ratings actions, effective
April 1, 2009. The text of this Moody's Investor Service rating
is available at www.moodys.com.
Mine to, on my dads side. His mother is registered with Indian Affairs although she passed years ago, in Cherokee NC, the govt gave her 50 acres in Oklahoma on the reservation, land that is worthless, but she was Georgian, and never lived on it. The Govt attempted to give my dad money by sending him a couple checks for land settlement when I was a teenager, he sent them back stating he would not accept their blood money.........The thing was the Natives who aren't really Indian at all befriended the Europeans, and had no idea how evil people could be, it wasn't in them, it was their innocence and trust of them that brought their end. There was about 16 million Natives then, today I think there are approx 1 million left. Some of their Generals some worst than Custard were no different in heart, had none, nor conscience, than the Nazi's who were responsible for murdering innocent people in every imaginable way, babies, and the old alike, eliminating them so they could steal everything they had.
The Wealthy and Powerful controlled most things then, and still do............we can see even today how the greed can effect the lives of people tramatically. Never enough, never.
Our Govt legitimized itself in a land that belonged to at least 500 tribes, and who had lived here for thousands of years, stole ever acre they could thru ethnic cleansing.
The few songs and the spoken language is beautiful. There was never a more spiritual people, but the Purist thought different............Before the Europeans arrived this land must have been enchanted. No more beautiful place on earth, imagine being able to drink from any stream, and walk among trees that were 15 to 25 stories, some as big as 30+ feet in diameter. This was Eden to the Natives.
Real History, The American Gov't , Politics, Life. For anyone who hasn't been watching this over the last several weeks there's 5 episodes. This took 4 years to produce.........Its an excellent learning experience based on factual events. "We Shall Remain"..........Don't miss it. I believe each episode can be watched from this site. Andrew Jackson was the first and only president to go against a Supreme Court Ruling. Ya can't see this at the theatre, but I would have gladly bought the tickets, I've been glued to each episode.
http://www.pbs.org/wgbh/americanexperience/
If you didn't get to see this, don't miss it. A look back at real history. This took 4 years to produce. 5 episodes. I want to order the DVD's..........."We Shall Remain".
http://www.pbs.org/wgbh/americanexperience/
I don't remember where its written, paraphrasing, I remember reading, don't wish for tomorrow, for today has enough evil of its own. It may have been from King Solomon, Ecclesiastes.
"We never know what tomorrow will bring, tomorrow is not promised, not even the next moment". My dad use to tell me that when we awake, thank God for another day, for without Him we could not even rise from our bed.
My folks all their lives had a childlike faith, endured many hardships, and like Job always reverenced Him. The folks that grew up during the turn of the 20th century, understood more about life then, than most today. Its hard to imagine living thru the Great Depression, and 2 World Wars. People had a greater appreciation of people and the small things that made life a little better, and worked thru the many hardships, it meant survival. We don't have to go any farther than turning on a news station to see what our country and the world has developed into, what was made bad from power and greed only seems to wax worse, and where it will all lead God only knows?. Some of the things my dad use to tell me from his readings, and he listening to Christian radio decades before have in many ways eerily come true.................
Gods wonderful creations of all life on the land and in the Sea may one day just be a shell caused by mens greed and want for power. Our hope one day that those who have knowingly with want transgressed, and trespassed with little disregard for the Creator will be held accountable, including self. Man may now truly have to acknowlege just how fragile it all is. God has already spoken on these matters, Heaven and Earth will pass away, but His words will live on forever. Guess its kinda up to mankind to determine whether it will be sooner as later?...........Just look at the grasp transportation, and oil has on the world.............
Horses were just fine with the Native American, and for those who live as nomads in the coldest of climates still depend on the Reindeer, and their dogs to pull their sleds, and would have it no other way. In many ways they had and have it right.
Look at what's called progress has brought us to, over the last several centuries, the means to our end perhaps?. The question will always remain...........for what?
Its easy to be around people with those attributes. For some its a gift who have never been any other way. I think the lesson is to not allow outside influence our personal lives in a negative way, as the old saying goes, "misery loves company". Easier said than done for me:) Even if we get angry justifiably, if its used in a constructive way we can come out on top of a situation if what we express has substance to it.
When I was younger and my sister was 16 or 17, my brother walked into the dining room and she ripped into him, and he just walked into the house. I really didn't understand what all was going on?. He was everyones favorite, I always wanted to be around him even as a kid, he drew people to him, like a magnet. But anyway, she was giving him every problem she ever had in her life, and was blaming him for them. She went on and on, and he just stood there listening, taking it all in, and when she was finally finished, he looked in her eyes, put his arm around her, and then asked, what was it that was making her so upset?..........she then put her arms around his neck and started crying. A little while later he had her talking which later turned to a few laughs.
Never in a bad mood, like your husband.............They must be natured this way and nothing can change it, it makes you wonder doesn't it, if they know something we don't? :)
John is the kind of guy you love to hate. He is always in a good mood and always has something positive to say.When someone would ask him how he was doing, he would reply, 'If I were any better, I would be twins!'
He was a natural motivator.
If an employee was having a bad day, John was there telling the employee how to look on the positive side of the situation.
Seeing this style really made me curious, so one day I went up and asked him, 'I don't get it!
You can't be a positive person all of the time How do you do it?'
He replied, 'Each morning I w ake up and say to myself, you have two choices today. You can choose to be in a good mood or ... you can choose to be in a bad mood
I choose to be in a good mood..'
Each time something bad happens, I can choose to be a victi m or...I can choose to learn from it. I choose to learn from it.
Every time someone comes to me complaining, I can choose to accept their complaining or... I can point out the positive side of life.. I choose the positive side of life.
'Yeah, right, it's not that easy,' I protested.
'Yes, it is,' he said. 'Life is all about choices. When you cut away all the junk, every situation is a choice. You choose how you react to situations. You choose how people affect your mood.
You choose to be in a good mood or bad mood. The bottom line: It's your choice how you live your life..'
I reflected on what he said. Soon hereafter, I left the Tower Industry to start my own business. We lost touch, but I often thought about him when I made a choice about life instead of reacting to it.
Several years later, I heard that he was involved in a serious accident, falling some 60 feet from a communications tower.
After 18 hours of surgery and weeks of intensive care, he was released from the hospital with rods placed in his back.
I saw him about six months after the accident.
When I asked him how he was, he replied, 'If I were any better, I'd be twins..Wanna see my scars?'
I declined to see his wounds, but I did ask him what had gone through his mind as the accident took place.
'The first thing that went through my mind was the well-being of my soon-to-be born daughter,' he replied. 'Then, as I lay on the ground, I remembered that I had two choices: I could choose to live or...I could choose to die. I chose to live.'
'Weren't you scared? Did you lose consciousness?' I asked
He continued, '...the paramedics were great.
They kept telling me I was going to be fine. But when they wheeled me into the ER and I saw the expressions on the faces of the doctors and nurses, I got really scared. In their20eyes, I read 'he's a dead man'. I knew I needed to take action.'
'What did you do?' I asked.
'Well, there was a big burly nurse shouting questions at me,' said John. 'She asked if I was allergic to anything 'Yes, I replied.' The doctors and nurses stopped working as they waited for my reply. I took a deep breath and yelled, "Gravity''
Over their laughter, I told them, 'I am choosing to live. Operate on me as if I am alive, not dead.'
He lived, thanks to the skill of his doctors, but also because of his amazing attitude.... I learned from him that every day we have the choice to live fully.
Attitude, after all, is everything ..
Therefore do not worry about tomorrow, for tomorrow will worry about itself.. Each day has enough trouble of its own.' Matthew 6:34.
After all today is the tomorrow you worried about yesterday.
Forward it to the people you care about.