text:
Attached files
Washington, DC 20549
Form 10-Q
x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended March 31, 2010
¨ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission file number 001-32497
(Exact name of small business as specified in its charter)
Delaware | 95-4737507 | |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification Number) |
Two Shell Plaza, 777 Walker Street, Suite 2300, Houston, Texas 77002
(Address of principal executive offices)
(713) 229-6300
(Issuers telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant to submit and post such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer | ¨ | Accelerated Filer | ¨ | |||
Non-Accelerated Filer | ¨ | Smaller Reporting Company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes ¨ No x
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 40,484,243 shares of Common Stock, $.001 per share, as of April 28, 2010.
Item 1. | Financial Statements. |
Dune Energy, Inc.
Consolidated Balance Sheets
March 31, 2010 |
December 31, 2009 |
Current assets: |
Cash |
$ | 20,148,044 | $ | 15,053,571 | ||||
Accounts receivable |
13,505,263 | 15,026,945 | ||||||
Prepayments and other current assets |
2,044,603 | 2,724,666 | ||||||
Total current assets |
35,697,910 | 32,805,182 | ||||||
Oil and gas properties, using successful efforts accountingproved |
595,159,979 | 593,661,488 | ||||||
Less accumulated depreciation, depletion, amortization and impairment |
(268,458,491 | ) | (260,548,612 | ) | ||||
Net oil and gas properties |
326,701,488 | 333,112,876 | ||||||
Property and equipment, net of accumulated depreciation of $2,443,090 and $2,247,220 |
1,041,759 | 1,215,123 | ||||||
Deferred financing costs, net of accumulated amortization of $1,714,083 and $1,565,280 |
1,377,642 | 1,026,445 | ||||||
Other assets |
4,322,227 | 4,427,826 | ||||||
6,741,628 | 6,669,394 | |||||||
$ | 369,141,026 | $ | 372,587,452 | ||||
Current liabilities: |
Accounts payable |
$ | 7,424,872 | $ | 11,760,370 | ||||
Accrued liabilities |
30,777,504 | 21,656,922 | ||||||
Derivative liability |
37,304 | 1,596,545 | ||||||
Short-term debt |
24,902,462 | 1,579,308 | ||||||
Preferred stock dividend payable |
2,019,000 | 1,985,000 | ||||||
Total current liabilities |
65,161,142 | 38,578,145 | ||||||
Long-term debt, net of discount of $7,023,702 and $7,737,553 |
292,976,298 | 316,262,447 | ||||||
Other long-term liabilities |
18,439,356 | 18,051,230 | ||||||
Total liabilities |
376,576,796 | 372,891,822 | ||||||
Commitments and contingencies |
| | ||||||
Redeemable convertible preferred stock, net of discount of $6,676,443 and $7,205,812, liquidation preference of $1,000 per share, 750,000 shares designated, 195,364 and 192,050 shares issued and outstanding |
188,687,557 | 184,844,188 | ||||||
Preferred stock, $.001 par value, 1,000,000 shares authorized, 250,000 shares undesignated, no shares issued and outstanding |
| | ||||||
Common stock, $.001 par value, 300,000,000 shares authorized, 40,484,243 and 39,801,796 shares issued and outstanding |
40,484 | 39,802 | ||||||
Treasury stock, at cost (68,720 and 68,089 shares) |
(48,749 | ) | (48,642 | ) | ||||
Additional paid-in capital |
94,543,557 | 97,600,721 | ||||||
Accumulated deficit |
(290,658,619 | ) | (282,740,439 | ) | ||||
Total stockholders deficit |
(196,123,327 | ) | (185,148,558 | ) | ||||
$ | 369,141,026 | $ | 372,587,452 | ||||
See notes to consolidated financial statements.
Dune Energy, Inc.
Consolidated Statements of Operations and Comprehensive Loss
Three months ended March 31, | ||||||||
2010 | 2009 | |||||||
Revenues |
$ | 20,251,197 | $ | 14,298,648 | ||||
Operating expenses: |
Lease operating expense and production taxes |
8,533,882 | 7,019,723 | ||||||
Accretion of asset retirement obligation |
471,522 | 410,874 | ||||||
Depletion, depreciation and amortization |
8,105,749 | 8,055,727 | ||||||
General and administrative expense |
3,445,956 | 5,047,580 | ||||||
Total operating expense |
20,557,109 | 20,533,904 | ||||||
Operating loss |
(305,912 | ) | (6,235,256 | ) | ||||
Other income(expense): |
Interest income |
491 | 30,327 | ||||||
Interest expense |
(8,871,633 | ) | (8,678,947 | ) | ||||
Gain on derivative liabilities |
1,258,874 | 2,803,000 | ||||||
Total other income(expense) |
(7,612,268 | ) | (5,845,620 | ) | ||||
Net loss |
(7,918,180 | ) | (12,080,876 | ) | ||||
Preferred stock dividend |
(6,403,108 | ) | (8,855,060 | ) | ||||
Net loss available to common shareholders |
$ | (14,321,288 | ) | $ | (20,935,936 | ) | ||
Net loss per share: |
Basic and diluted |
$ | (0.36 | ) | $ | (1.03 | ) | ||
Weighted average shares outstanding: |
Basic and diluted |
40,197,415 | 20,246,792 | ||||||
Comprehensive loss: |
Net loss |
$ | (7,918,180 | ) | $ | (12,080,876 | ) | ||
Other comprehensive income |
| 924,218 | ||||||
Comprehensive loss |
$ | (7,918,180 | ) | $ | (11,156,658 | ) | ||
See notes to consolidated financial statements.
Dune Energy, Inc.
Consolidated Statements of Cash Flows
Three months ended March 31, | ||||||||
2010 | 2009 | |||||||
Net loss |
$ | (7,918,180 | ) | $ | (12,080,876 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
Depletion, depreciation and amortization |
8,105,749 | 8,055,727 | ||||||
Amortization of deferred financing costs and debt discount |
862,654 | 783,908 | ||||||
Stock-based compensation |
820,889 | 1,639,001 | ||||||
Accretion of asset retirement obligation |
471,522 | 410,874 | ||||||
Gain on derivative liabilities |
(1,559,241 | ) | (361,442 | ) | ||||
Changes in: |
Accounts receivable |
1,521,574 | 2,598,773 | ||||||
Prepayments and other assets |
680,063 | 675,239 | ||||||
Payments made to settle asset retirement obligations |
(70,933 | ) | (129,062 | ) | ||||
Accounts payable and accrued liabilities |
4,772,620 | (2,929,215 | ) | |||||
7,686,717 | (1,337,073 | ) | |||||
Investment in proved and unproved properties |
(1,498,491 | ) | (3,016,375 | ) | ||||
Purchase of furniture and fixtures |
| (7,858 | ) | |||||
Decrease (increase) in other assets |
83,093 | (649,277 | ) | |||||
(1,415,398 | ) | (3,673,510 | ) | ||||
Payment on debt issuance cost |
(500,000 | ) | | |||||
Payments on short-term debt |
(676,846 | ) | (863,007 | ) | ||||
(1,176,846 | ) | (863,007 | ) | ||||
5,094,473 | (5,873,590 | ) | |||||
Cash balance at beginning of period |
15,053,571 | 15,491,532 | ||||||
Cash balance at end of period |
$ | 20,148,044 | $ | 9,617,942 | ||||
Interest paid |
$ | 136,110 | $ | 20,039 | ||||
Income taxes paid |
| | ||||||
Redeemable convertible preferred stock dividends |
$ | 5,873,739 | $ | 8,382,237 | ||||
Accretion of discount on preferred stock |
529,369 | 472,823 | ||||||
Common stock issued for conversion of preferred stock |
2,448,000 | 8,027,000 |
See notes to consolidated financial statements.
Dune Energy, Inc., a Delaware corporation (Dune or the Company), is an independent energy company that was formed in 1998. Since May 2004, Dune has been engaged in the exploration, development, exploitation and production of oil and natural gas. Dune sells its oil and gas production primarily to domestic pipelines and refineries. Its operations are presently focused in the states of Texas and Louisiana.
Dune prepared these financial statements according to the instructions for Form 10-Q. Therefore, the financial statements do not include all disclosures required by generally accepted accounting principles. However, Dune has recorded all transactions and adjustments necessary to fairly present the financial statements included in this Form 10-Q. The adjustments made are normal and recurring. The following notes describe only the material changes in accounting policies, account details or financial statement notes during the first three months of 2010. Therefore, please read these financial statements and notes to the financial statements together with the audited financial statements and notes thereto in our 2009 Form 10-K. The income statement for the three months ended March 31, 2010 cannot necessarily be used to project results for the full year.
Reclassifications and Adjustments
Certain prior year amounts in the consolidated financial statements have been reclassified to conform to current year presentations. All historical share and per share data in the consolidated financial statements and notes thereto have been restated to give retroactive recognition of the 1-for-5 reverse stock split. See Note 4 for additional information regarding the reverse stock split.
Loss per share
Basic earnings per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is based on the weighted average numbers of shares of common stock outstanding for the periods, including dilutive effects of stock options, warrants granted and convertible preferred stock. Dilutive options and warrants that are issued during a period or that will expire or are canceled during a period are reflected in the computations for the time they were outstanding during the periods being reported. Since Dune incurred losses for all other periods, the impact of the common stock equivalents would be antidilutive and therefore are not included in the calculation.
Wells Fargo Foothill Credit Agreement (Short-term debt)
On May 15, 2007, Dune entered into a credit agreement among it, each of Dunes subsidiaries named therein as borrowers, each of Dunes subsidiaries named therein as guarantors, certain lenders and Wells Fargo Foothill, Inc. (Wells Fargo), as arranger and administrative agent (the WF Agreement). Subject to the satisfaction of a Borrowing Base formula (based on the proved producing and non-producing reserves of Dune and its operating subsidiaries), numerous conditions precedent and covenants, the WF Agreement provides for a revolving credit commitment of up to $20 million, which could be extended up to $40 million upon request by Dune so long as no Default or Event of Default exists or would exist at time of such request (the Revolver Commitment), with a sub-limit of $20 million for issuance of letters of credit. Effective February 29, 2008, Dune requested and received the extension up to $40 million under the Revolver Commitment. The borrowing base was reset to $34,949,080 as of February 4, 2009 and reset back to $40 million in August 2009. Unless earlier payment was required under the WF Agreement, advances under the Revolver Commitment were to be paid on or before May 15, 2010. Under the WF Agreement, interest on advances accrued at either Wells Fargos
Base Rate or the LIBOR rate, at Dunes option, plus an applicable margin ranging from 0.25% to 2.0% based upon the ratio of outstanding advances and letters of credit usage under the WF Agreement to the Borrowing Base or Revolver Commitment, whichever was less. With respect to letters of credit issued under the WF agreement, fees accrued at a rate equal to the applicable margin for any LIBOR rate advances multiplied by the daily balance of the undrawn amount of all outstanding letters of credit. As of March 31, 2010, standby letters of credit were issued amounting to $8.5 million. During 2009 there were new borrowings of $24.0 million which are outstanding under the Revolver Commitment as of March 31, 2010.
As security for Dunes obligations under the WF Agreement, Dune and certain of its operating subsidiaries granted Wells Fargo a security interest in and a first lien on all of Dunes existing and after-acquired assets including, without limitation, the oil and gas properties and rights that Dune acquired in the Goldking acquisition. In addition, two of the Companys subsidiaries have each guaranteed the Companys obligations.
On August 4, 2008, Dune amended the WF Agreement, pursuant to which the definitions of Change of Control and Permitted Holders were modified to provide that a Change of Control occurs when any group or person, other than Permitted Holders, becomes the beneficial owner, directly or indirectly, of 25% or more of Dunes common stock. This amendment also added James A. Watt and Alan Gaines to the list of Permitted Holders, which already included Itera Holdings B.V. and Natural Gas Partners VII, LP.
On July 8, 2009, Dune signed a second amendment to its credit agreement with Wells Fargo modifying the Change of Control definition and thus curing an Event of Default that had previously been waived until July 17, 2009 by the lender. The Event of Default was triggered on May 6, 2009 when the Permitted Holders no longer held 51% or more of our outstanding common stock. The Permitted Holders were defined as Itera Holdings B.V., Natural Gas Partners VII, LP, Alan Gaines and James Watt. In the second quarter, 21,116 preferred shares were converted into 6.2 million common shares resulting in 27.9 million common shares outstanding at the end of the quarter. The Permitted Holders held approximately 40.3% of the outstanding common stock of the Company at the end of the quarter. The modified definition states in part that a Change in Control occurs if any person or group other than the Permitted Holders becomes a beneficial owner of 15% or more of the outstanding common stock of the Company, that a majority of the members of the Board of Directors do not constitute Continuing Directors or that Frank Smith, the Companys CFO, or James Watt, the Companys CEO, cease employment with the Company and a successor acceptable to the lenders is not appointed within 30 days of termination of employment.
On March 23, 2010, the maturity date on the WF Agreement with Wells Fargo was extended until March 31, 2011 through a third amendment to the agreement. In addition, the $10 million minimum liquidity requirement was removed. New minimum monthly cumulative EBITDA and minimum monthly production covenants have been added. The Company is also required to maintain a minimum $80 million of proved developed producing reserves. An annual ceiling was also placed on capital expenditures. The borrowing rate options have been increased to LIBOR plus 5% or Base Rate plus 5% and letter of credit fees are now 3.5%. A minimum floor of 1% has also been placed under the LIBOR rate. The non-use fee under the agreement has been increased to 0.75%. The borrowing base calculation is based solely on 65% of proved developed producing reserves and the hydrocarbon pricing assumptions used are to be the lower of a formula based on the NYMEX strip or the WFF price deck then in effect. Finally, there was a $500,000 closing fee and an early termination fee.
Senior Secured Notes (Long-term debt)
On May 15, 2007, Dune sold to Jefferies & Company, Inc. $300 million aggregate principal amount of 10 1/2% Senior Secured Notes due 2012 (Senior Secured Notes) at a purchase price of $285 million. Net proceeds from the sale of the Senior Secured Notes together with the net proceeds from the sale of Dunes Senior
Redeemable Convertible Preferred Stock were used primarily to acquire all of the issued and outstanding capital stock of Goldking, to discharge outstanding indebtedness and for general working capital.
The Senior Secured Notes, bearing interest at the rate of 10 1/2 % per annum, were issued under that certain indenture, dated May 15, 2007, among Dune, the guarantors named therein, and The Bank of New York Trust Company NA, as trustee (the Indenture). The Indenture contains customary representations and warranties by the Company as well as typical restrictive covenants whereby Dune has agreed, among other things, to limitations to incurrence of additional indebtedness, declaration of dividends, issuance of capital stock, sale of assets and corporate reorganizations.
The Senior Secured Notes are subject to redemption by Dune (i) prior to June 1, 2010, in connection with equity offerings at a repurchase price equal to 110.5% of the aggregate principal amount plus accrued interest for up to 35% of the outstanding principal amount of the Senior Secured Notes, (ii) during the twelve-month period beginning June 1, 2010, at a repurchase price equal to 105.25% of the aggregate principal amount plus accrued interest, and (iii) after June 1, 2011, at a repurchase price equal to 100% of the aggregate principal amount plus accrued interest. Holders of the Senior Secured Notes may put such notes to the Company for repurchase, at a repurchase price of 101% of the principal amount plus accrued interest, upon a change in control as defined in the Indenture.
The Senior Secured Notes are secured by a lien on substantially all of Dunes assets, including without limitation, those oil and gas leasehold interests located in Texas and Louisiana held by Dunes operating subsidiaries. The Senior Secured Notes are unconditionally guaranteed on a senior secured basis by each of Dunes existing and future domestic subsidiaries. The collateral securing the Senior Secured Notes is subject to, and made subordinate to, the lien granted to Wells Fargo under the WF Agreement.
The debt discount is being amortized over the life of the notes using the effective interest method. Amortization expense associated with the debt discount amounted to $713,851 and $635,105 and is included in interest expense in the Consolidated Statements of Operations for the three months ended March 31, 2010 and 2009, respectively.
During the quarter ended June 30, 2007, Dune sold to Jefferies & Company, Inc. pursuant to the Purchase Agreement dated May 1, 2007, 216,000 shares of its Senior Redeemable Convertible Preferred Stock (Preferred Stock) for gross proceeds of $216 million less a discount of $12.3 million yielding net proceeds of $203.7 million. As provided in the Certificate of Designations, the Preferred Stock has a liquidation preference of $1,000 per share and originally paid a dividend at a rate of 10% per annum, payable quarterly, at the option of Dune, in additional shares of Preferred Stock, shares of common stock (subject to the satisfaction of certain conditions) or cash. The Preferred Stock was initially convertible into shares of our common stock, based on an initial conversion price of $15.00 per share of the common stock. However, the Certificate of Designations provided a one-time adjustment to the conversion price in the event that the volume weighted average price of the Companys common stock for the 30 trading days up to and including April 30, 2008 was less than $12.50 per share. The Certificate of Designations also provided that, if the volume weighted average price of the Companys common stock plus 10% over this 30 day trading period was less than $8.75, then the dividend payable on the Preferred Stock would increase. Because the volume weighted average price of the Companys common stock was below these thresholds over this 30 day period, effective May 1, 2008, the conversion price of the Preferred Stock was lowered to $8.75 and the dividend rate increased to 12% per annum.
The conversion price of the Preferred Stock is subject to adjustment pursuant to customary anti-dilution provisions and may also be adjusted upon the occurrence of a fundamental change as defined in the Certificate of Designations. In the event a holder of Dunes Preferred Stock elects to convert such shares prior to June 1, 2010,
then such holder shall be entitled to a make whole premium consisting of the present value of all dividends on the Preferred Stock as if paid in cash from the date of conversion through June 10, 2010, computed using a discount rate equal to the reinvestment yield (as defined in the Certificate of Designations). Dune may elect to pay this amount in cash or shares of its common stock. Should the Company elect to make such payment in shares of its common stock, then such share will be valued at a 10% discount to the volume weighted average price of the Companys common stock for the 10 trading days preceding any such conversion. The equity ownership of holders of Dunes common stock could be significantly diluted. The Preferred Stock is redeemable at the option of the holder on December 1, 2012 and subject to the terms of any of the Companys indebtedness or upon a change of control. In the event Dune fails to redeem shares of Preferred Stock put to Dune by a holder, then the conversion price shall be lowered and the dividend rate increased. After December 1, 2012, Dune may redeem shares of Preferred Stock. The Company analyzed the adjustment of the conversion right and the make whole premium for derivative accounting under FASB ASC 815Derivatives and Hedges and determined that it was not applicable to either provision.
The Preferred Stock discount is deemed a Preferred Stock dividend and is being amortized over five years using the effective interest method and is charged to additional paid-in capital as the Company has a deficit balance in retained earnings. Charges to additional paid-in capital for the three months ended March 31, 2010 and 2009 amounted to $529,369 and $472,823, respectively.
During the three months ended March 31, 2010, holders of 2,448 shares of the Preferred Stock converted their shares into 704,979 shares of common stock. This amount includes 425,206 shares that the Company elected to issue to pay make whole premiums. Shares issued to satisfy the make whole premiums were deemed a Preferred Stock dividend for accounting purposes and increased the Preferred Stock dividend by $77,739.
During the three months ended March 31, 2010 and 2009, Dune paid dividends on the Preferred Stock in the amount of $5,762,000 and $7,037,000, respectively. In lieu of cash, the Company elected to issue 5,762 and 7,037 additional shares of Preferred Stock, respectively.
On November 30, 2009, the Companys stockholders approved a 1-for-5 reverse stock split. The reverse stock split was effective at the opening of trading on December 2, 2009. As a result of the reverse stock split, every five shares of the Company that a stockholder owned were converted into one share of the Company, thus reducing the number of outstanding shares of common stock from approximately 185.5 million shares to 37.1 million shares as of the close of business on December 1, 2009. Following the reverse stock split, the Company continued to have 300 million authorized shares of common stock. Notwithstanding the reverse stock split, each shareholder continued to hold the same percentage of the Companys outstanding common shares immediately following the reverse stock split as was held immediately prior to the split, except for fractional shares. Fractional shares created as a result of the reverse stock split were rounded up to the nearest whole share.
In accordance with a requirement of the WF Agreement, Dune and its operating subsidiaries also entered into a Swap Agreement (Swap Agreement) with Wells Fargo. The WF Agreement provides that Dune put in place, on a rolling six month basis, separate swap hedges, as adjusted from time to time as specified therein, with respect to notional volumes of not less than 50% and not more than 80% of the estimated aggregate production from (i) Proved Developed Producing Reserves (as defined in the WF Agreement) and (ii) estimated drilling by Dune and its subsidiaries with respect to each of crude oil and natural gas. These hedging arrangements are summarized as follows:
Current Hedge Positions as of March 31, 2010
Crude Oil Trade Details
Instrument |
Beginning Date |
Ending Date |
Floor | Ceiling | Total Bbl 2010 |
Bbl/d | ||||||||
Collar |
Mar-10 | Dec-10 | $ | 70.00 | $ | 88.10 | 50,000 | 182 | ||||||
Collar |
Dec-09 | Dec-10 | $ | 60.00 | $ | 88.10 | 236,000 | 858 | ||||||
286,000 | 1,040 | |||||||||||||
Days | 275 | |||||||||||||
Hedged Daily Production (Bbl) |
1,040 | |||||||||||||
Natural Gas Trade Details | ||||||||||||||
Instrument |
Beginning Date |
Ending Date |
Floor | Ceiling | Total Mmbtu 2010 |
Mmbtu/d | ||||||||
Collar |
Feb-10 | Dec-10 | $ | 4.50 | $ | 7.68 | 1,710,000 | 6,218 | ||||||
1,710,000 | 6,218 | |||||||||||||
Days | 275 | |||||||||||||
Hedged Daily Production (Mmbtu) |
6,218 |
Dune hedges a portion of forecasted crude oil and natural gas production volumes with derivative instruments. Dune uses costless collars in connection with anticipated crude oil and natural gas sales to minimize the impact of commodity price fluctuations. A collar is a combination of a purchased put option and sold call option. Dune accounts for its production hedge derivative instruments as fair value hedges as defined in FASB ASC 815Derivatives and Hedging.
Accordingly, the gain or losses on derivatives are recognized in earnings. For the three months ended March 31, 2010 and 2009, respectively, Dune recorded a gain on the derivatives of $1,258,874 and $2,803,000, composed of an unrealized gain on changes in mark-to-market valuations of $1,559,240 and $361,442 and a realized gain (loss) on cash settlements of ($300,366) and $2,441,558.
The Company utilizes restricted stock, stock options and warrants to compensate employees, officers, directors and consultants. Total stock-based compensation expense including options, warrants and restricted stock was $820,889 and $1,639,001 for the three months ended March 31, 2010 and 2009, respectively.
The 2007 Stock Incentive Plan, which was approved by Dunes stockholders, reserved a total of 3,200,000 shares of common stock for issuance to employees, officers and non-employee directors. The Plan is administered by Dunes Compensation Committee. On December 17, 2007, pursuant to its 2007 Stock Incentive Plan, the Company issued a total of 248,591 shares of its common stock to its employees and non-employee directors. These shares vest ratably over a three year period with the initial vesting occurring December 17, 2008. Through March 31, 2010, 61,781 shares were cancelled due to termination of certain employees.
On August 1, 2008, pursuant to its 2007 Stock Incentive Plan, the Company issued a total of 622,700 shares of its common stock to its employees, officers and non-employee directors. These shares vest ratably over a three year period with the initial vesting occurring August 1, 2009. Through March 31, 2010, 62,091 shares were cancelled due to termination of certain employees.
On December 31, 2009, pursuant to its 2007 Stock Incentive Plan, the Company issued a total of 527,000 shares of its common stock to it employees, officers and non-employee directors. These shares vest ratably over a three year period with the initial vesting occurring December 31, 2010. Additionally, the Company issued a total of 46,780 shares of its common stock to employees as a condition of their employment. These shares vest at various dates over a three year period. Through March 31, 2010, 13,200 shares were cancelled due to termination of certain employees.
For the year ended December 31, 2008, the Company incurred a significant impairment loss of our oil and gas properties due to the steep decline in global energy prices over that same time period. As a result, Dune is in a position of cumulative reporting losses for the current and preceding reporting periods. The volatility of energy prices and uncertainty of when energy prices may rebound is not readily determinable by management. At this date, this general fact pattern does not allow the Company to project sufficient sources of future taxable income to offset tax loss carryforwards and net deferred tax assets in the U.S. Under these current circumstances, it is managements opinion that the realization of these tax attributes does not reach the more likely than not criteria under FASB ASC 740Income Taxes. As a result, the Companys taxes through March 31, 2010 are subject to a full valuation allowance.
Certain assets and liabilities are reported at fair value on a recurring basis in Dunes Consolidated Balance Sheet. The following table summarizes the valuation of our investments and financial instruments by FASB ASC 820-10-05 pricing levels as of March 31, 2010:
Fair Value Measurements at March 31, 2010 Using |
Level 1 | Level 2 | Level 3 | Total | |||||||||||
Oil and gas derivative liabilities |
$ | | $ | (37,304 | ) | $ | | $ | (37,304 | ) | ||||
Total |
$ | | $ | (37,304 | ) | $ | | $ | (37,304 | ) | ||||
The Company, as an owner or lessee and operator of oil and gas properties, is subject to various federal, state and local laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the lessee under an oil and gas lease for the cost of pollution clean-up resulting from operations and subject the lessee to liability for pollution damages. In some instances, the Company may be directed to suspend or cease operations in the affected area. Dune maintains insurance coverage, which it believes is customary in the industry, although Dune is not fully insured against all environmental risks.
In connection with the acquisition of Goldking, the Company inherited an environmental contingency which after conducting its due diligence and subsequent testing believes is the responsibility of a third party. However, federal and state regulators have determined Dune is the responsible party for clean up of this area. Dune has maintained a passive maintenance of this site since it was first discovered after Hurricane Katrina. Cost to date of approximately $800,000 has been covered by the Companys insurance minus the standard deductibles. The Company still feels another party has the primary responsibility for this occurrence but is committed to working with the various state and federal authorities on resolution of this issue. At this time no estimate of the final cost of remediation of this site can be determined or if the Companys insurance will continue to cover the clean up costs or if the Company can be successful in proving the other party should be primarily responsible for the cost of remediation.
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion will assist in the understanding of our financial position and results of operations. The information below should be read in conjunction with the consolidated financial statements, the related notes to consolidated financial statements and our 2009 Form 10-K. Our discussion contains both historical and forward-looking information. We assess the risks and uncertainties about our business, long-term strategy and financial condition before we make any forward-looking statements but we cannot guarantee that our assessment is accurate or that our goals and projections can or will be met. Statements concerning results of future exploration, exploitation, development and acquisition expenditures as well as revenue, expense and reserve levels are forward-looking statements. We make assumptions about commodity prices, drilling results, production costs, administrative expenses and interest costs that we believe are reasonable based on currently available information.
Our primary focus will continue to be the development and exploration efforts in our Gulf Coast properties. We believe that our acreage position will allow us to grow organically through low risk drilling in the near term. This position continues to present attractive opportunities to expand our reserve base through field extensions and high risk/high reward exploratory drilling opportunities. In addition, we will constantly review, rationalize and high-grade our properties in order to optimize our existing asset base.
We expect to maintain and utilize our technical and operations teams knowledge of salt-dome structures and multiple stacked producing zones common in the Gulf Coast to enhance our growth prospects and reserve potential. We will employ technical advancements, including 3-D seismic data, pre-stack depth migration and directional drilling, to identify and exploit new opportunities in our asset base. We also plan to employ the latest drilling, completion and fracturing technology in all of our wells to enhance recoverability and accelerate cash flows associated with these wells.
We continually review opportunities to acquire producing properties, leasehold acreage and drilling prospects that are in core operating areas. We are seeking to acquire operational control of properties that we believe have a solid proved reserve base coupled with significant exploitation and exploration potential.
Liquidity and Capital Resources
During the first three months of 2010 compared to the first three months of 2009, net cash flow provided by operating activities increased by $9.0 million to $7.7 million. This increase was primarily attributable to a reduction in accounts payable and accrued liabilities of $7.7 million and a gain on derivative liabilities of $1.2 million.
Our current assets were $35.7 million on March 31, 2010. Cash on hand comprised approximately $20.1 million of this amount. This compared to $15.1 million at the end of the calendar year 2009 and $9.6 million at the end of the first quarter of 2009. Accounts payable has been reduced from $11.8 million at year end 2009 to $7.4 million at March 31, 2010. Accounts payable were $9.6 million at March 31, 2009.
The financial statements continue to reflect a modest but ongoing drilling and facilities upgrade program which amounted to $1.5 million during the first three months of 2010. The reduced spending reflected our efforts to conserve cash while attempting to modify the Companys capital structure to provide the flexibility for a more robust growth strategy. Assuming that this can be accomplished, we may spend approximately $21.0 million during the final nine months of 2010 on continuing development and exploitation of our asset base. This would represent an $8 million increase over our almost $14.0 million of capital investment in 2009. However, this anticipated capital may be reduced or increased depending on available cash flow and our continuing capital restructuring efforts. Because we operate the majority of our properties, we can control the timing of expenditures.
During the third quarter of 2009, our revolving credit facility availability was increased to $40 million from $34.95 million. This provided liquidity to meet our expected working capital needs for 2009 and is expected to do so again in 2010. As of March 31, 2010, borrowings under this credit facility totaled $24.0 million for working capital purposes. Our credit agreement requires that Dune hedge between 50% and 80% of production from proved developed producing oil and gas reserves for a rolling six month period. We currently have 50% of
this production hedged over the next six months and 50% through December 31, 2010. Over 58% of oil production and approximately 44% of gas production is hedged over this same 6 month time frame. Effectively all of the hedging instruments are collars. For essentially all of 2010, there are three collars. The crude oil collars are $60.00/$88.10 and $70.00/$88.10. The natural gas collar is $4.50/$7.68.
Semi-annual interest of $15.75 million on our 10 1/2% Senior Secured Notes due 2012 was paid on December 31, 2009 and is due on June 1 and December 1 thereafter. The principal on the Senior Secured Notes is not due until 2012.
Shares of our Senior Redeemable Convertible Preferred Stock are not redeemable until the later of December 1, 2012 or the repayment in full of all senior secured debt or upon a change in control. Dividends are payable quarterly with the Company having the option of paying any dividend on the Preferred Stock in shares of common stock, shares of Preferred Stock or cash.
Our primary sources of liquidity are cash provided by operating activities, debt financing, sales of non-core properties and access to capital markets. The strength of our current cash position and availability under our revolver put us in a position to meet our financial obligations and ongoing capital programs in the current commodity price environment.
As mentioned above, capital spending for the remainder of the fiscal year will be targeted at approximately $21.0 million. The exact amount will depend upon individual well performance results, cash flow and, where applicable, partner negotiations on the timing of drilling operations. In addition, we expect to offer participations in our drilling program to industry partners over this time frame, thus potentially reducing our capital requirements.
Results of Operations
Year-over-year production decreased slightly from 2,368 Mmcfe for the first three months of 2009 to 2,253 Mmcfe for the same three month period of 2010. This decrease was caused by normal reservoir declines and the very limited capital reinvestment program discussed earlier.
The following table reflects the increase in oil and gas sales revenue due to the changes in prices and volumes:
2010 | % Increase (Decrease) |
2009 | ||||||||
Oil production volume (Mbbls) |
180 | -9 | % | 198 | ||||||
Oil sales revenue ($000) |
$ | 13,716 | 74 | % | $ | 7,881 | ||||
Price per Bbl |
$ | 76.24 | 91 | % | $ | 39.86 | ||||
Increase (decrease) in oil sales revenue due to: |
Change in prices |
$ | 7,203 | ||||||||
Change in production volume |
(1,368 | ) | ||||||||
Total increase (decrease) in oil sales revenue |
$ | 5,835 | ||||||||
Gas production volume (Mmcf) |
1,173 | -1 | % | 1,181 | ||||||
Gas sales revenue ($000) |
$ | 6,535 | 2 | % | $ | 6,418 | ||||
Price per Mcf |
$ | 5.57 | 2 | % | $ | 5.43 | ||||
Increase (decrease) in gas sales revenue due to: |
Change in prices |
$ | 165 | ||||||||
Change in production volume |
(48 | ) | ||||||||
Total increase (decrease) in gas sales revenue |
$ | 117 | ||||||||
Total production volume (Mmcfe) |
2,253 | -5 | % | 2,368 | ||||||
Total revenue ($000) |
$ | 20,251 | 42 | % | $ | 14,299 | ||||
Price per Mcfe |
$ | 8.99 | 49 | % | $ | 6.04 | ||||
Increase (decrease) in total revenue due to: |
Change in prices |
$ | 6,986 | ||||||||
Change in production volume |
(1,034 | ) | ||||||||
Total increase (decrease) in total revenue |
$ | 5,952 | ||||||||
We recorded a net loss available to common shareholders for the three months ended March 31, 2010 of ($14.3 million) or ($0.36) loss per share compared to net loss available to common shareholders of ($20.9 million) or ($1.03) loss per share for the same quarter of 2009. The increase of $6.6 million for the quarter is a result of improved commodity prices and reduction in G&A expense.
Revenues for the quarter ended March 31, 2010 totaled $20.3 million compared to $14.3 million for the quarter ended March 31, 2009 representing a $6.0 million increase. Production volumes for 2010 were 180 Mbbls of oil and 1.2 Bcf of natural gas or 2.3 Bcfe. This compares to 198 Mbbls of oil and 1.2 Bcf of natural gas or 2.4 Bcfe representing little change in production volumes. In 2010, the average sales price per barrel of oil was $76.24 and $5.57 per mcf of natural gas as compared to $39.86 per barrel and $5.43 per mcf, respectively for 2009. These results indicate that the increase in revenue is primarily attributable to the increase in commodity prices as the average price received per Mcfe produced was $8.99 in 2010 versus $6.04 in 2009 representing an increase of 49%.
Operating expenses
Lease operating expense and production taxes
The following table presents the major components of Dunes lease operating expense (in thousands) for the first quarter of 2010 and 2009 on a Mcfe basis:
Quarter ended March 31, | ||||||||||||
2010 | 2009 | |||||||||||
Total | Per Mcfe |
Total | Per Mcfe | |||||||||
Direct operating expense |
$ | 6,113 | $ | 2.71 | $ | 5,060 | $ | 2.14 | ||||
Workovers |
237 | 0.11 | 177 | 0.07 | ||||||||
Ad valorem taxes |
352 | 0.16 | 312 | 0.13 | ||||||||
Production taxes |
1,350 | 0.60 | 1,101 | 0.46 | ||||||||
Transportation |
482 | 0.21 | 370 | 0.16 | ||||||||
$ | 8,534 | $ | 3.79 | $ | 7,020 | $ | 2.96 | |||||
Lease operating expense for the quarter ended March 31, 2010 totaled $8.5 million versus $7.0 million for the same period of 2009. This translated into an increase of $0.83/Mcfe on a volume basis. This increase reflects additional costs associated with operating older, more mature fields requiring additional repair and maintenance costs as well as higher production and ad valorem taxes. Additionally, overall lease operating expense increases are the result of the drilling of successful wells in Chocolate Bayou and Alvin Townsite fields.
Accretion of asset retirement obligation
Accretion expense for asset retirement obligations increased by $0.06 million for the quarter ended March 31, 2010 compared to the comparable period in 2009. This small increase is the result of reevaluating abandonment costs at the year end.
Depletion, depreciation and amortization (DD&A)
For the quarter ended March 31, 2010, the Company recorded DD&A expense of $8.1 million ($3.60/mcfe) compared to $8.1 million ($3.40/mcfe) for the quarter ended March 31, 2009. DD&A remained relatively constant for the first quarter of 2010 compared to the first quarter of 2009.
General and administrative expense (G&A expense)
G&A expense for the current quarter ended 2010 decreased $1.6 million from the comparable 2009 quarter to $3.4 million. This decrease resulted principally from a reduction in personnel expense of $1.0 million and share-based compensation of $0.8 million.
On a unit of production basis, G&A fell from $2.13/mcfe for the first quarter of 2009 to $1.53/mcfe for the same period of 2010.
Other income (expense)
Interest income
Interest income for the quarter ended March 31, 2010 was $0.03 million less than the comparable 2009 quarter. This was the result of using our cash balances to support working capital and contribute to the capital program.
Interest expense
Interest expense for the quarter ended March 31, 2010 was $8.9 million compared to $8.7 million in the comparable quarter ended 2009.
Gain (loss) on derivative liabilities
For the current quarter ended March 31, 2010, the Company incurred a gain on derivatives of $1.3 million composed of an unrealized gain of $1.6 million due to the change in the mark-to-market valuation and a realized loss of $0.3 million for cash settlements. This gain compared to a $2.8 million gain for the 2009 comparable quarter which consisted of an unrealized gain of $0.4 million due to the change in the mark-to-market valuation and a realized gain of $2.4 million for cash settlements.
Net income (loss) available to common shareholders
For the first quarter ended March 31, 2010, net loss available to common shareholders decreased $6.6 million from the comparable quarter of 2009. This decrease reflects the impact of a $6.0 million increase in revenues, a $2.4 million decrease in Preferred Stock dividends and a $1.6 million reduction in G&A expense partially offset by a ($1.5 million) increase in operating expenses and a ($1.5 million) reduction in the gain on derivative liabilities.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
Our primary exposure to market risk is the commodity pricing available to our oil and natural gas production. Realized commodity prices received for such production are primarily driven by the prevailing worldwide price for oil and spot prices applicable to natural gas. To mitigate some of this risk, we engage periodically in certain hedging activities, consisting primarily of costless collars, in order to establish some price floor protection (see Note 5 to financial statements). We also have some exposure to market risk consisting of changes in interest rates on borrowings under our credit agreement with our senior lender. An increase in interest rates would adversely affect our operating results and the cash flow available after debt service to fund operations. We manage exposure to interest rate fluctuations by optimizing the use of fixed and variable debt.
Item 4. | Controls and Procedures. |
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of disclosure controls and procedures in Rule 13a-15(e). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
At the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2010, our disclosure controls and procedures are effective.
During the quarter ended March 31, 2010, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 6. | Exhibits |
(a) Exhibits
Exhibit |
Description | |
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1 | Certification pursuant to 18 U.S.C. 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer | |
32.2 | Certification pursuant to 18 U.S.C. 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 5, 2010 | By: | /s/ JAMES A. WATT | ||
Name: | James A. Watt | |||
Title: | President and Chief Executive Officer | |||
Date: May 5, 2010 | By: | /s/ FRANK T. SMITH, JR. | ||
Name: | Frank T. Smith, Jr. | |||
Title: | Chief Financial Officer |
Exhibit |
Description | |
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1 | Certification pursuant to 18 U.S.C. 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer | |
32.2 | Certification pursuant to 18 U.S.C. 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Financial Officer |


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Unfinished Furniture and Finished furniture Portland, Tigard, Vancouver. Natural Furniture offers regular specials, sales and discounts on the best in real wood furnishings that Portland, Tigard, Vancouver wants. White & Natural. John Thomas Arrowback Windsor Chair Finished in White and Natural (Built) – Product Image. Find 5 listings related to Natural Unfinished Furniture in Portland on YP.com. See reviews, photos, directions, phone numbers and more for the best Furniture-Unfinished in Portland, OR.
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text: Other people also chose: Merry Christmas and Season's Greetings e-cards to send best wishes of peace and joy to your friends, your relatives or people you know, on this holiday season. If you are a premium member, your sent eCards will be saved for one, two or three years in your Outbox page, and the recipients will receive your cards without any ads. Join here. More categories, ecards and fun: Quote of the day My best friend is the one who brings out the best in me. |


text:
Lepree v. Cathedral Hill Associates, L.P et al
Case Number:
August 4, 2005
California Northern District Court
San Francisco Office
Presiding Judge:
Jeffrey S. White
Nature of Suit:
Labor: Labor/Mgt. Relations
Cause of Action:
28:1441 Petition for Removal- Labor/Mgmnt. Relations
Jury Demanded By:
Available Case Documents
The following documents for this case are available for you to view or download:
Date Filed | # | Document Text |
August 12, 2005 | 13 | ORDER Continuing Hearing Date and Setting Briefing Schedule re 59 Defendants' Motions to Dismiss. Signed by Judge Jeffrey S. White on August 12, 2005. (jswlc1, COURT STAFF) (Filed on 8/12/2005) |
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Dinner is prepared by advance reservation only (minimum 24 hours).
Vegetarian and Gluten Free menus available on request.
Dinner is prepared by advance reservation only (minimum 24 hours).
Vegetarian and Gluten Free menus available on request.
In 1993 Fosse Farmhouse won the prestigious Britain Welcomes Japan campaign award for "Best U.K Tourist Accommodation" and in 1995 was selected as Which? guide "County Hotel of the Year"
Caron's series "World Class Cuisine" on Discovery T.V USA gained international recognition. For Radio 5 live she has recorded & broadcast "Going Bananas" her own 6 part series on using wild food in everyday cookery.
The highly successful "Cooking With Confidence", a six part series of half hour programmes for BBC 1 was written, researched & presented by Caron in 1997.
The Japanese market has remained important to Caron's success, where she has published two books "English Country Life" & "English Country Food".
Her work has also been featured in The Independent, The Daily Mail, Country Living & Forbes Magazine.
Chef / Proprietor Caron Cooper
Fosse Farmhouse Guest Accommodation, Nettleton Shrub, Nr Castle Combe, Wilts SN14 7NJ
Tel: +44 (0)1249-782286 Fax: +44 (0)1249-783066 Email: firstname.lastname@example.com


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is backordered. We will ship it separately in 10 to 15 days.
Our Slubby cotton napkins are made of an absorbent 100% slubby cotton with a cross stitch detail, are 20"L x 20"W and are available in Mist, Charcoal, Maize, Navy and Tomato.
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I am actress, still trying to make my foothold strong in Bollywood. I had made a debut in Bollywood in 2004 but that went unnoticed and I moved on to south industry.
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List of Soma Mukhopadhyay movies
Soma Mukhopadhay was born in 17th November. She did not want to disclose her year of birth. Her father's name was Biswanath Mukhopdhay and mother was Monika Mukhopadhay. She passed Pre-University Examination in the year 1978.She made her debut in "Phulkeshwari" directed by renowned director Tarun Majumdar in the year 1974. She was not the heroine but the second lead in that film. But after that she became the lead in many Bengali films. She also acted as the second or third lead of super hit films like "Tin Parichoy Premik", "Amar Kantak", "Samrat O Sundari" etc. Soma used to learn Kathak dance from Bondona Singha and Bharatnatyam from Kalishankar. Not only in acting, she has also directed films. In Bengali T.V mega serial named "Janmobhumi", she was the asst.director. ...By Chandi Mukherjee» read full biography
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Abhishek Chatterjee
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BREMGARTEN - Bern (CH)Type: Road/Park course Length: 7.280 km Location:Northwest of the city of Bern Used: 1931 - 1955 1934 PRIX DE BERNE (Voiturette) MONTREUX (CH)Type: Street circuit Length: 3.320 km Location: Downtown Montreux Used: 1934 1934 GRAND PRIX DE MONTREUX MEYRIN - Geneve (CH)Type: Length: km Location: Geneva Used: 1931 1931 GRAND PRIX DE GENEVE
NEPLIGET - Budapest (H)Type: Park circuit Length: 5.0 km Location: Budapest public gardens Used: 1936 1936 MAGYAR NAGY DIJ
BRNO (CS)Type: Road circuit Length: 29.140 km Location: Used: 1930 VELKÁ CENA MASARYKOVA
LWÓW (PL)Type: Street Circuit Length: 3.041 km Location: In the center of Lwów Used: -1933 Lwów (Lviv) is a city in the region of Galicia in eastern Europe with a stormy history. Founded in the 13th century it has belonged to Poland, Austria, USSR and nowadays Ukraine as well as being occupied several times by other countries. In the era between the World Wars it was a part of Poland but in the contemporary racing literature it is often referred to under its German name Lemberg. The Małopolski Klub Automobilowy (MKA) in Lwów, affiliated to the Automobilklub Polski in Warszawa, held four GP races in Lwow from 1930-33 on a tight street type circuit. The start/finish line was at the Pełczyńska Street. After some 600 m the track took a double right turn at Świętej Zofii square, then continued upwards through the winding Stryjska street, turned in on Kadecka Street and continued downwards, then after a sharp bend returned to Pełczyńska Street. The entire track length was 3041 m. The difference between the lowest and highest point of the track was 55 m. It was also very demanding - it went through narrow streets with sharp turns and partly paved slippery road surfaces with tram rails. The course was bordered by houses, lamp-posts and trees. All dangerous sections were protected with sand bags to avoid serious accidents. Moreover on the track seven posts and nine telephones were installed at the most dangerous places for immediate communication in case of any accidents. 1930 GRAND PRIX MIASTA LWOWA
BUCURESTI (RO)Type: Street Circuit Length: 3.701 km Location: Jianu driveway, in the center of Bucharest Used: 1937 BUCURESTI GP
KALEMEGDAN PARK - Beograd (YU)Type: Park/street circuit Length: 2.794 Km Location:Central Belgrade Used: 1939 Note. Research by Mark Braddel & Thomas O'Keefe now shows that the course ran counterclockwise, not clockwise as usually shown in books. 1939 BEOGRAD CITY PARK RACE/BEOGRAD GP
PIRITA-KOSE-KLOOSTRIMETSA RINGRADA - Tallinn (EST)Type: Road Circuit Length: 6.761 km Location: In the woods near Pirita convent, 6 km NE of downtown Tallinn Used: 1933 - The Estonian Grand Prix course used the roads between Pirita and Kose, near the ruins of the Pirita convent outside the Estonian capital Tallinn. Only 2/3 of the narrow roads had tarmac, the remaining 1/3 consisted of sand. The drivers seem to have liked the course itself but on the long road spectator control proved to be a problem, with spectators passing the road anywhere they liked to. The first event in 1933 was an international TT event for motorcycles only. In 1934 two classes of cars were added, Ferrier(GB) with a Singer and Hans Tael (EST) with a Chevrolet taking the class victories. In 1935 Estonian GP racing reached its zenith as the best Finnish drivers and cars took part, Ebb taking the victory with his big Mercedes-Benz SSK. Only 6 drivers turned up for the 1936 race, Patama (Ford) winning from Hallman and Alm. The 1937 event was for motorcycles only. After the war the track continued to be used for motorcycle racing and is still in use. In 1963 the track was shortened to 6 km by building the "Uus kurv" (the new curve). The pits were moved to the straight between "Väike S" and "Kose kurv". 1935 EESTI SUURSÕIT |
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Seems cool, but I'd rather have so kind of on screen touch gesture to launch certain apps. Save the touch button for better uses.
I already have this on activator... would be better if we could add more than 5 fingerprints, I use 4 of my fingers in general use which only left 1 finger spare for an activator shortcut. I set it so that Bitesms quick compose appears when I use my middle finger.


text:
Featuring a maximum aperture of F1.2, this lens delivers beautiful bokeh and a medium telephoto focal length equivalent to 85mm in the 35mm film format. Images are extremely sharp even with the aperture wide open. The lens' incredible resolving power is thanks to a new optical design featuring 11 elements in 8 groups. Two ED (extra-low dispersion) elements and one double-sided aspherical element are used to control spherical and chromatic aberrations, while a further four of the elements feature convex surfaces to ensure excellent light coverage, even when shooting wide open.
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Ben Cherry breaks down his use of the X Series for Nature Photography.
"Inside the camera bag of X-Photographer" Series
"Inside the camera bag of X-Photographer" Series


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Thanks to an agreement with other universities, four joint curricula have been created: Mathematics and Neurosciences with the University of Trieste (since 2004); Physics and Neuroscience with the University of Trento (since 2010). These curricula are aimed to those students who wish to pursue a high level training for future research activity.
Further information:
- Neurosciences curriculum (with University of Trieste)
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Thanks to another agreement with the Politecnico di Torino, ICTP and some universities of Paris area, SISSA is part of the "International Master Course in Physics of Complex Systems"
Further information: http://areeweb.polito.it/didattica/pcs/index.htm


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pegatha Review
This is a very pretty quilt/throw. I am currently using it on the wall hanging on a quilt hanger. My walls are white and this pretty pattern of reds/ pinks butterflys and greenery shows up really nice. It is nicely made and would look good on a rocking chair drapped over as well. I am pleased with this and I think it compliments a room.
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Meals on Wheels
Meals on Wheels
As the largest provider of Meals on Wheels in Vermont and a member of Meals on Wheels of America, Age Well offers nutritious meals and companionship to ensure the health and safety of those we serve.
For individuals who have trouble getting around or preparing their own food, we deliver the meal to you. For those able to venture out, we serve in over 70 gathering places and restaurants throughout Northwestern Vermont, providing an opportunity to stay connected to your community, enjoying a prepared meal with friends and neighbors.
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Cedarhurst Percussion Lessons
Looking for private in-home or in-studio Percussion lessons? Our Cedarhurst teachers are ready to get you started. Find your teacher today!
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Popular Percussion Teachers near Cedarhurst
Check out some of our most popular teachers near Cedarhurst including Rosedale, Woodmere, Inwood, Lawrence and Hewlett.
About Paul W.
CloseI teach all classical percussion instruments and orchestral percussion. Classical snare drum technique, sightreading, music notation, orchestral percussion repertoire, mallet percussion. I tailor my lessons to meet each individual student's needs and expectations.
About Paul
Playing music has always been a part of Paul's life. Growing up in a family of musici
Paul has since been able to make a name for himself among the local and international music industry as an accomplished drummer and forward-thinking composer. He has performed at several international festivals (North Sea Jazz Festival) and at some of the world's most prestigious jazz clubs in the US and overseas. Paul has appeared alongside such emerging stars as David Binney, Linda Oh, Ambrose Akinmusire, Will Vinson, Kurt Rosenwinkel, Lage Lund, Mike Moreno and Tim Collins.
*** Lesson Details ***
Whether my students are young or old, taking lessons as a hobby or wish to pursue a career in music, I tailor my lessons to meet each individual student's needs and expectations.
I have a lot of fun teaching and I want you or your child to have fun during our lessons.
My students learn music in the most natural and intuitive way possible. I try to build on what the student already likes, listens to and has a passion for. I encourage students to bring their favorite songs and we usually end up working with those. I also like using songs by The Beatles as they provide a perfect (fun and familiar) platform to learn many different aspects of drumming and musical performance.
In addition to being a drummer and percussionist, I have a strong background in music theory and I want to make sure my students not only know how to play their instrument, but also become familiar with reading and writing music.
After a few months in the studio, you or your child can expect to have a better understanding of music and have acquired the basic tools and techniques which will allow you to play your favorite pieces of music.
*** Studio Equipment ***
Drumset, Cymbals, Practice Pads, Audio Equipment for Play-Along, Electric Piano
*** Travel Equipment ***
Practice Pad, Cymbals, Laptop, Recordings, Headphones and necessary cables, sheet music, .... .
*** Specialties ***
All styles of drumming
Verified Student · Drum · In studio
Verified Student · Drum · In studio
Verified Student · Drum · In studio
Paul W.
About Scott S.
CloseI have a 100% rate of getting my students into their school of choice as of yet. Although I don't guarantee it, I will work relentlessly to make sure you are well prepared though. I will also lend you PDFs of books to help you save a buck.
About Scott
*Update again. My student made all state!
I have been playing drums and percussion since the ripe old age of 9, in 4th grade. Originally wanting to play the clarinet, my music teacher thought my sense of rhythm was too good to waste and placed me in the drum section. I was the only kid who
If you choose me as a teacher, I will shape you as an overall musician, not just a "Drummer". What this means is that you won't just learn beats from me, you will learn all the fundamentals of basic to intermediate music theory, from note reading and rhythm to chord changes and ..... You will start on a practice pad and quickly go to a drum kit. Lessons will be half and half, but more 75/25 drumkit, because everything you learn on a pad can translate to the kit! I would also teach you timpani and xylophone if you like so you can broaden your horizons and even get into the middle/high school or college you want. I have most of my books of pdf that I can give you to print or you can purchase your own copies. You would also need to purchase a practice pad and eventually a drum kit. If you don't want to purchase a drum kit then there is almost no reason to study it since you won't be able to practice between lessons. Practicing, let's talk about that. It is expected that you practice the material we learn in the lesson throughout the week. Now I know everyone is busy, but if you can put aside 25 minutes (a sitcom without commercials!!) a day then you will have a better understanding and better retention of the material. Doing this will let us just review the material a little bit and go on to learn new and exciting things.
The bottom line in choosing me? I am a professional musician in the trenches of the nyc music scene and know what it takes to make it.
Verified Student · Drum · In home
Verified Student · Drum · In home
· Percussion · In home
Scott S.
About David N
CloseAbout David
*** Lesson Details ***
My teaching includes all aspects of music; Musical theory, sight singing, as well as Music History. My teaching style allows the child to have fun while they learn their instrument, but I emphasize a strong practice regiment. Your child will understand that while learning music and an instrument can be fun, there will be some work involved if they want to become great. I usually use either the Alfred or Rubank method books to supplement a curriculum that I tailor make for each individual student. Any question or confusion a student has about anything during the lesson will be explained in detail and dealt with until he/she understands the concept. I've had many students pass all levels of the ABRSM and NYSSMA exams as well as receive academic scholarships for musical excellence.
*** Studio Equipment ***
Lessons in the living room, drums set, piano,
*** Travel Equipment ***
I require that students buy the books I suggest, but if it is necessary, I can provide photocopies of pages from the books that I own. I also require my students to provide all writing equipment.
*** Specialties ***
all methods and styles. I've played clarinet and saxophone for orchestras, symphonic bands, and jazz bands. I've played drums for jazz, rock, and acoustic sets.
Verified Student · Piano · In home
Verified Student · Trumpet · In home
Verified Student · Piano · In home
David N
About Asaf N.
CloseAbout Asaf
Whether you want to be a professional, or just be competent enough to enjoy yourself, we all practice, st
My philosophy about teaching follows that I am here to provide you with those tools in a fun, exciting way. When I say "tools" I mean the whole toolbox. This includes giving you the technique, correcting bad habits, providing listening material, finding holes in your playing and much more. A good music teacher must be more than an instructor, but a mentor and an inspirational guide. My best teachers were the ones who could cultivate my playing not just through the physical aspects but ESPECIALLY through the cerebral. We ALL need encouragement and inspiration to get the best out of our natural talent. I love to encourage my students to do their best. To strive to not only complete exercises, but to execute them well. Every student is different, and therefore I will tailor their education with me on an individual basis. I expect a lot out of my students because I strongly believe in my teaching ability as well as their ability to learn and feel good about their progress.
My approach to providing all these things is modeled around my best experiences in learning and performing. I've studied under some of the absolute best players and teachers in the world. Here are just a couple:
World renowned drummer and educator
TOMMY IGOE from
The Lion King on Broadway
The Birdland Big Band
Numerous instructional books and DVDs.
Highly sought after percussionist
Graduated from William Paterson as well as with a Masters from the Julliard School of Music
Professor of Music at the University at Buffalo.
Professor of Drums at Berklee School of Music
Professional, world renowned Drummer
I've also graduated Cum Laude from the University at Buffalo with a degree in Music Performance, Dean's List and Honor Roll awards.
Some of my experience includes being featured in Tommy Igoe's "Great Hands For a Lifetime" DVD which received 5 stars from Modern Drummer magazine in 2010. I've also played great venues like Gramercy Theatre and Central Park in NYC among others. I've played in Big Bands, Symphony Orchestras, Klesmer and Percussion ensembles, and more.
I really could go on forever talking about music, what it means to me, how I approach teaching, etc. When you love music and teaching as much as I do, you really can't help it. It's ingrained in you. Precisely as ingrained as I like to think being a fun, caring, disciplined, attentive teacher is in me. Whether it be for you or your child, I can easily promise that I will deliver the same success-bound mentoring that I have to my students for over 10 years running.
Can't wait to hear from you!
*** Lesson Details ***
-I am here for you.
I would not teach if I wasn't very interested in the progress of my students. I want you to be the biggest, baddest, awe-inspiring drummer/percussionist possible. I want to ultimately end up at your shows and concerts and be able to say "That's MY student." You can always be guaranteed that when studying with me everything I assign has precisely that goal in mind.
-Strict or Laid Back?
Many people might ask if I'm strict, or laid back. My response is that I am excited and driven to help you reach success. I will never scold you because that sort of practice has no place in teaching. I also understand that learning isn't just a straight upwards incline of progression. We're all humans. Sometimes we progress astronomically in a short period of time and sometimes we have to fight hard to nail something. Sometimes we have a lot of time to practice, and sometimes we simply don't. My job is to make the most out of every situation and help you learn no matter what. That being said, I will still hound you to practice as much as healthily possible!
-What do you want out of music?
Probably the most important question I will undoubtedly ask you upon meeting you is why you are taking lessons. There is no way to formulate a tailored lesson plan if I don't know what it is you're working towards.
-Expected Material
Like I said, I can't tell you very specifically what your lesson plan will be, but I CAN give you examples of what I almost always assign. Individually written out exercises, exercises from books, assigned reading/listening, song covers, chart writing/reading, improvisational exercises, rudiment study, warm-up routines, among others.
-Don't be Afraid to Make Mistakes
Mistakes are part of the learning process! If you aren't making mistakes then I'm doing something wrong. Never be afraid to make mistakes.
-You Get What You Give
I promise I'll be there for you. I'll be there to give you the material and show you the path, but you're going to have to be there for yourself as well. The more prepared you are for our lessons, the more you will grow from the time we spend together.
Mastering an instrument takes time and effort both by student and teacher. The sooner we get started the sooner you get on that path. I'm ready whenever you are.
*** Studio Equipment ***
detached studio 3 professional drum sets seating for parents
*** Travel Equipment ***
Numerous practice pads and snare stands. I expect my students to only provide their own Drum Sticks and books.
*** Specialties ***
I pride myself on being as versatile as I possibly can be. I can aptly teach most styles including Jazz, Rock, Funk, Latin, Hip Hop\R&B, Classical, and more.
Verified Student · Drum · In studio
Verified Student · Drum · In studio
Verified Student · ·
Asaf is just brilliant. During the first session, my son was very distracted by the other things in the music room ie lights, instruments etc but Asaf managed to engage him by being extremely flexible in his teaching ie he is not wedded to any order and has a lesson plan in mind but goes with the flow and the interest of the child - this ensures that all that was intended on being covered is, and as a result of the flexibility, my son just loves these drum lesson and Asaf. Asaf makes him focus and has built a great teacher/student relationship in only 3 session. I would highly recommend Asaf.
Asaf N.
About Nate H.
CloseLearning how to read music and know rudiments are crucial if you want to be the best percussionist! I will be happy to show you all this and more and become a great percussionist!
About Nate
My name is Nate! I'm a professional world touring and recording percussionist/drummer/musician. I started drumming at the age of 10 after seeing Animal from The Muppets battle Buddy Rich. I would practice everyday after school and was asked to join high school marching and Jazz band while still in middle school. By the age of 16 I was drumming with local Jazz and Rock bands at clubs and festivals. I also toured nationally with Drum and Bugle Corps Spirit of Atlanta while I was still in high school. After graduating high school, I started teachin
Verified Student · Drum · In studio
Verified Student · Drum · In studio
Verified Student · Drum · In home
Nate H.
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Momsen lung
The Momsen lung was a primitive underwater rebreather used before and during World War II by American submariners as emergency escape gear. The Momsen lung was invented by Charles B. Momsen (nicknamed "Swede").[1] Submariners would train in an 80 ft (24 m) deep Escape Training Tank at New London or Pearl Harbor using this apparatus. It was first introduced as standard equipment on P- (Porpoise-) and Salmon-class boats.[2]
The device recycled the breathing gas by using a counterlung containing soda lime to scrub carbon dioxide. The lung was initially filled with oxygen and connected to a mouthpiece via twin hoses containing one-way valves: one for breathing in and the other for breathing out.[3]
The only known emergency use of the Momsen lung is during the escape from Tang on 25 October 1944.[4] Thirteen men (of thirty survivors) left the forward escape trunk:[5] five were picked up by the Japanese; three more reached the surface "but were unable to hang on or breathe and floated off and drowned"; the fate of the other five is unknown.[6][7][8] Not all the escapees from the trunk used the Momsen lung. An officer had his mouthpiece knocked out shortly after leaving the submarine.[9] One of the trunk ascents was made without a Momsen lung.[10] Many were unable to leave the trunk or discouraged from attempting an escape.[11] Most of the crew perished.
The Momsen lung was replaced by the Steinke hood beginning in 1962.
The Royal Navy used a similar device, the Davis Submerged Escape Apparatus, but it was clumsy to use. The Royal Navy later adopted the practice of blow and go, in which the sailor would exhale continuously during ascent to avoid air expanding in the lungs, which could cause them to rupture. Postwar, submariner Walter F. Schlech, Jr., among others, examined submerged escape without breathing devices and discovered ascent was possible from as deep as 300 ft (91 m): "in one sense, the Momsen Lung concept may have killed far more submariners than it rescued".[12]
See also[edit]
- ^ http://www.history.navy.mil/photos/pers-us/uspers-m/cb-momsn.htm
- ^ Blair, Clay, Jr. Silent Victory (Philadelphia: Lippincott, 1975), p. 65.
- ^ Office of Naval Research. "Swede Momsen: Diving & Rescue – Momsen Lung". Retrieved 2008-06-16.
- ^ Blair, pp.767-8.
- ^ Blair, p.768.
- ^ O'Kane, Richard H. (1989) [1977], Clear the Bridge!, Presidio Press p. 445, quoting Report of War Patrol Number 5 and Report of the Loss of the U.S.S. TANG (SS306).
- ^ It's unclear how many made it to the surface alive. Blair, pp. 767–768.
- ^ Recent text about the Tang (ca 2000?) identified CTM reaching the surface but not being able to breathe. Also possibility that first groups to leave trunk had not removed a clip from the Momsen lung.
- ^ U.S. Naval Submarine School (1966), Submarine Casualties Booklet, New London, CT: U.S. Naval Submarine Base, retrieved 2009-09-08 p=G-42
- ^ U.S. Naval Submarine School (1966, p. G-43)
- ^ U.S. Naval Submarine School (1966, p. G-41)
- ^ Blair, p. 768fn.
External links[edit]
- US Navy History of the Momsen Lung
- "Submarine Safety Device Proven." Popular Science Monthly, September 1929, pp. 30–31.
- "How to Escape a Sinking Submarine - US Navy Training Film - 1953" on YouTube