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In re: ADELPHIA COMMUNICATIONS CORP., et al., a Delaware Corporation, Chapter 11, Debtors.
ADELPHIA RECOVERY TRUST, Plaintiff,
FPL GROUP, INC., et al., Defendants.
Case No. 02-41729 (REG), Civil Case No. 14-CV-5532 (VEC).
United States District Court, S.D. New York.
March 13, 2015.
Appeal arising from Adv. Pro. No. 04-3295 (REG)
VALERIE CAPRONI, District Judge.
This case arises out of the chapter 11 reorganization of debtor Adelphia Communications Corporation ("Adelphia") and 232 of its affiliates. In this action, the Plaintiff, Adelphia Recovery Trust ("Recovery Trust"), as the successor to Adelphia's rights, seeks to recover, as a fraudulent transfer, approximately $150 million that Adelphia paid to FPL Group, Inc. ("FPL") and FPL's affiliate Mayberry Investments Inc. ("Mayberry," and together with FPL, the "Defendants") in January 1999 for the repurchase of Adelphia's own stock.
After a week-long trial, on May 6, 2014, Judge Gerber of the U.S. Bankruptcy Court for the Southern District of New York issued Proposed Findings and Fact and Conclusions of Law (the "Decision") in favor of Defendants, finding that, although Adelphia did not receive fair value for the stock repurchase transaction, Recovery Trust failed to meet its burden of showing that Adelphia was left insolvent, without adequate capital or rendered equitably insolvent at the time of the stock repurchase. Decision at 76-77 (Dkt. 1). Pursuant to Federal Rule of Bankruptcy Procedure 9033(b) and Local Bankruptcy Rule 9033-1, Recovery Trust timely objected to the Bankruptcy Court's Decision. Plaintiff's Objections to the Bankruptcy Court's Proposed Findings of Fact and Conclusions of Law After Trial ("Pl.'s Obj."). (Dkt. 2). For the reasons that follow, the Decision is AFFIRMED, and Recovery Trust's appeal is DISMISSED.
A. The Challenged Stock Repurchase Transaction
On January 28, 1999, Adelphia paid Mayberry $149,213,130 to repurchase its own common stock and Class C convertible preferred stock, which had previously been purchased by FPL's wholly-owned subsidiary Telesat Cablevision, Inc. ("Telesat") and assigned to Mayberry. Decision at 6, 13. Apart from stock certificates for the shares, Adelphia received no other consideration for the transfer. Id. at 14. In a later transaction that closed on October 1, 1999, Adelphia's affiliate Olympus Communications, L.P. ("Olympus") paid FPL $108 million to redeem Telestat's interest in a joint venture partnership between Olympus and FPL. Id. at 15. The context for these transactions was that FPL, a company with roots in the electrical power industry, wanted to exit the cable television business, which it had entered earlier in an effort to diversify. Id. at 3. In particular, FPL was seeking to liquidate approximately 1 million shares of Adelphia stock that it owned, either directly or indirectly, and to liquidate its partnership interest in Olympus. Id. at 6-7.
In certain respects, the stock repurchase transaction and the partnership redemption appear to have been interdependent steps of a singular transaction designed to facilitate FPL's exit from the cable television business. [1] Other factors, however, suggest that the stock repurchase and partnership redemption were related but independent events, either of which could have occurred without the other. [2] Ultimately, Judge Gerber concluded that, because the two transactions were not contingent or conditioned upon each other, and the stock repurchase was executed some eight months prior to the partnership redemption, at a time when the terms of the partnership redemption were in a nascent state, the two transactions were not interdependent components of a single transaction. Id. at 16. The stock repurchase was therefore viewed independently for purposes of Judge Gerber's fraudulent transfer analysis. Because Judge Gerber found that Adelphia's repurchase of its own stock provided it with no value, and because no excess value that Adelphia may have received from the partnership redemption could be considered to offset this deficiency, Judge Gerber concluded that Adelphia's purchase of its stock was made without fair consideration. Id. at 2. On appeal, neither party disputes Judge Gerber's finding in this regard.
B. Adelphia's Solvency at the Time of the Stock Repurchase
Adelphia's financial condition at the time of the stock repurchase is the subject of a classic battle of the experts, each of whom applied different methodologies and assumptions to arrive at starkly different conclusions. The largest discrepancy in the experts' conclusions as to solvency is attributable to the different methodologies they employed to determine Adelphia's total economic value ("TEV") at the time of the challenged transaction. Recovery Trust's solvency expert, Israel Shaked ("Shaked"), employed the Discounted Cash Flow ("DCF") methodology. Id. at 18. Although DCF is a standard valuation methodology for estimating a company's TEV, it relies heavily on cash flow projections, which both parties agreed were largely unavailable or unreliable here because any management or third-party projections made at the time would have been based on fraudulent, and therefore inaccurate, information. Id. at 19. For that reason, Shaked developed his own set of assumptions to create ten-year projections of Adelphia's cash flow and then extrapolated from those projections to estimate that Adelphia's unadjusted TEV at the time of the challenged transaction was $2.538 billion. Id. at 19-20.
FPL's solvency expert, Ralph Tuliano ("Tuliano") relied instead on the Comparable Companies and Precedent Transactions methodologies, both of which measure the value of the subject company by determining the value of peer companies in its industry and then comparing the subject company to its peers. Id. at 21-26. Using the Comparable Companies method, Tuliano calculated the "value per subscriber" multiple for six peer companies in the cable industry (by dividing each company's TEV by its total number of subscribers) to generate a range of values. Id. at 21-22. Tuliano assigned Adelphia a multiple in the lower quartile of the applicable range, and then multiplied Adelphia's "value per subscriber" by its corrected number of subscribers [3] to estimate that Adelphia's unadjusted TEV was $5.004 billion. Id. at 23-24 (citing Tuliano Decl. Ex. 1 at 2). With regard to the Precedent Transactions methodology, Tuliano used the purchase price value of four other large cable companies that were acquired through mergers and acquisitions in the six-month period preceding the January 28, 1999 stock repurchase to calculate a range of "value per subscriber" multiples for those companies. Decision at 25 (citing Tuliano Decl. ¶ 66). Tuliano determined Adelphia's "value per subscriber" multiple based on the range he had calculated for its competitors, and then used that multiple to estimate that Adelphia's unadjusted TEV was $5.001 billion. Decision at 26 (citing Tuliano Decl. Ex. 1 at 11).
Both experts made adjustments to their initial TEV estimates to account for the value of certain intercompany receivables as well as Adelphia's interests in its affiliate entities Verto Communications, Inc. ("Verto"), Adelphia Business Solutions, Inc. ("ABIZ") and Olympus. Decision at 26-31. Taking these adjustments into account, Shaked concluded that Adelphia's adjusted TEV at the time of the stock repurchase was $2.845 billion, id. at 30 (citing Shaked Decl. at 34 ("Summary of Adelphia Equity Valuation")), while Tuliano found Adelphia's TEV to be $6.747 billion (after averaging the values he calculated using the Comparable Companies and Precedent Transactions methodologies). Decision at 31 (citing Tuliano Decl. ¶¶ 71-72, Ex. 1 at 11). After reducing Adelphia's TEV by its liabilities, which Shaked estimated to be approximately $3.722 billion and Tuliano estimated to be approximately $3 billion, Shaked concluded that, at the time of the challenged transaction, Adelphia was insolvent by approximately $1 billion, Decision at 17, 31 (citing Shaked Decl.¶ 111), whereas Tuliano found that Adelphia was solvent, with an equity cushion of approximately $3.7 billion. Decision at 17, 32 (citing Tuliano Decl. at 26 tbl.2).
After reviewing the experts' calculations, Judge Gerber performed an independent analysis of Adelphia's TEV and liabilities at the time of the stock repurchase and reached conclusions that were much closer to Tuliano's than Shaked's. In the end, Judge Gerber found Shaked's calculations, which were largely driven by his own assumptions, to be overly arbitrary and speculative, whereas Tuliano's calculations, which were grounded in a comparative analysis of "value per subscriber" metrics across competitor companies, were reliable, albeit overly optimistic. Decision at 33. After making his own line-by-line calculations, Judge Gerber concluded that Adelphia was solvent with an equity cushion in the range of $2.494 to $2.497 billion at the time of the stock repurchase. Id. at 32, 44, App. A. On appeal, neither party disputes Judge Gerber's conclusion that Adelphia had an equity cushion of approximately $2.5 billion at the time of the challenged transaction.
C. Adelphia's Capital Adequacy at the Time of the Stock Repurchase
Having found that Adelphia was solvent, Judge Gerber then analyzed whether Adelphia was adequately capitalized at the time of the stock repurchase. Shaked, on behalf of Recovery Trust, opined that, at the time of the challenged transaction, Adelphia had an unreasonably small amount of capital and would have been unable to maintain business operations over a three-year period due to its negative cash flow and lack of access to new capital. Decision at 45 (citing Shaked Decl. ¶¶ 54-60). In support of this position, Recovery Trust offered evidence that, although Adelphia required substantial capital expenditures to stay afloat over the three years following the transaction: (1) Adelphia's reported debt-to-EBITDA ratio at the end of 1998 was 9.9x, putting it in breach of the debt covenants contained in its bond indentures, Flynn Decl. ¶ 20; Tr. 43:13-44:5; (2) Adelphia had fraudulently misstated its financial condition by approximately $400 million over the previous years, Savage Decl. ¶ 33; Tr. 850:15-24, 870:3-5, and Adelphia's subsidiaries had also produced false financial reports, putting them in default under their bank credit agreements and thereby restricting them from upstreaming dividends to Adelphia, DiBella Decl. ¶¶23-29; and (3) as of January 1999, Adelphia was cash flow negative, Shaked Decl. ¶¶54-55, 131, had no significant unencumbered assets against which to borrow, DiBella Decl. ¶¶18-19, 37, and had only $9.6 million in cash on hand. DiBella Decl. ¶19. In contrast, Tuliano opined that Adelphia had sufficient capital to maintain operations during the same three-year period, primarily due to its large equity cushion and continued access to capital markets. Decision at 45 (citing Tuliano Decl. ¶¶ 100-101, 119-137).
1. Adelphia's Cash Needs
Shaked, again employing the DCF methodology, estimated that Adelphia would require approximately $658 million to meet its capital needs from 1999 through 2001. Decision at 45 (citing Shaked Rept. ¶ 132 and Ex. 4i). Rather than making an independent assessment of Adelphia's capital needs, Tuliano adjusted several of Shaked's underlying assumptions to conclude that Adelphia would require only $531 million in capital over the three years following the stock repurchase. Decision at 46 (citing Tuliano Decl. at 46 tbl.5). Judge Gerber again conducted his own analysis to conclude that Adelphia would require approximately $600 million to meet its capital needs over the following three years. Decision at 52, 59. Neither party disputes this finding on appeal.
2. Adelphia's Ability to Meet its Capital Needs
Before Judge Gerber, Recovery Trust argued that the combined effect of three factors— (1) debt covenants that limited Adelphia's ability to sell or grant liens on its assets; (2) Adelphia's high leverage ratio; and (3) the possibility that Adelphia's fraud would be revealed to investors—would have foreclosed Adelphia's access to the capital markets and prevented it from generating capital from asset sales, thereby leaving it with insufficient capital to survive. Decision at 52-53. Recovery Trust conceded, however, that none of these factors individually would necessarily have been sufficient to prevent Adelphia from raising capital and continuing in its business operations. Id. at 53 (citing Shaked Decl. ¶¶ 78-79; Tr. 421:23-422:3, 456:22-457:10).
a. Adelphia's Ability to Sell or Grant Liens on its Assets
Recovery Trust argued that Adelphia would have been unable to sell or grant liens on its assets in order to meet its capital needs because of its existing debt covenants. Decision at 53, 55 (citing Pl.'s Pre-Trial Mem. at 2, 44; Tr. 239:5-9). FPL disputed this contention, arguing that Adelphia "had substantial flexibility to sell cable systems, if necessary, in order to deleverage." Decision at 56 (citing Defs.' Post-Trial Mem. at 37-38). In particular, Tuliano testified that, under the terms of Adelphia's then-existing loan covenants, Adelphia could have sold, inter alia, ABIZ, Verto, or any other of its "subscriber clusters" so long as it retained approximately 660,000 subscribers. Defendants' Opposition to Recovery Trust's Objections to the Bankruptcy Court's Proposed Findings of Fact and Conclusions of Law ("Defs.' Opp.") (Dkt. 3) at 22 (citing Tr. 972:15-974:20, 977:12-999:5). Judge Gerber agreed with FPL in this regard, concluding that Adelphia could have sold assets "to provide sufficient capital if necessary." Decision at 56.
b. Adelphia's High Leverage Ratio
Recovery Trust also argued that Adelphia's high leverage ratio put it in default under its bond covenants, thereby restricting Adelphia's ability to obtain funding from existing bondholders and further limiting its access to new sources of capital. Decision at 52-53. Under Adelphia's debt agreements, Adelphia's maximum debt-to-EBITDA ratio was 8.75x; Adelphia's publicly reported debt-to-EBITDA ratio at the end of 1998 was 9.9x, putting it in breach of those debt covenants. Decision at 54 (citing Shaked Rept.¶ 134 & n.9; Flynn Decl. ¶ 20; Tr. 43:13-44:5). Recovery Trust's expert, Robin Flynn ("Flynn"), also testified that, at that time, the financial markets were not lending to cable companies with leverage ratios in excess of 7.0 to 8.0x EBITDA. Flynn Decl. ¶ 23.
FPL argued that, at the time of the stock repurchase in late January 1999, Adelphia's debt-to-EBITDA ratio was only 8.69x, lower than the leverage limits imposed by its debt covenants, and that the ratio continued to fall in later years. Tuliano Decl. at 47 tbl.6. FPL further argued that Adelphia would have been able to acquire new financing after the stock repurchase even if its leverage ratio exceeded 8.75x EBITDA. Tr. 423:17-23. In support of that position, FPL noted that Adelphia managed to finance three new acquisitions in 1999, when its reported ratio was 9.9x, Defs.' Opp. at 9 (citing Tr. 41:12-44:5), and then raised billions of dollars in financing from fiscal year 2001 onward, despite the fact that its publicly disclosed last-quarter-annualized debt to EBITDA was above 8.75x. Defs.' Opp. at 9 (citing Shaked Rept. ¶ 58). See also Shaked Rept. ¶¶ 55-57. FPL also pointed to industry comparisons, noting that all of Adelphia's telecommunications peers operated with negative cash flow during the relevant period, yet none had difficulty obtaining financing. Defs.' Opp. at 3. FPL highlighted one peer telecommunications company, Mediacom, that was able to raise $345 million in a successful IPO in 1999 despite having a leverage ratio of 17x, id. at 9 (citing Tr. 59:13-24, 61:2-62:18.), and $1.5 billion in debt financing in 2001, notwithstanding its 11.1x leverage ratio and incomplete upgrade status. Defs.' Opp. at 10 (citing Tr. 79:22-82:25).
In his Decision, Judge Gerber agreed with FPL that Adelphia's high leverage ratio would not, in isolation, or in combination with other factors, have caused Adelphia to lose access to financing.
c. Knowledge of Adelphia's Fraud
Finally, Recovery Trust argued that Adelphia's access to capital markets would have been closed or severely limited once Adelphia disclosed that it had fraudulently overstated its earnings by more than $400 million. Pl.'s Post-Trial Mem. at 42. In support of that position, Shaked opined that if Adelphia's fraud had been exposed, its credit rating would have been withdrawn and it would have violated existing debt covenants, making it difficult to obtain new financing. Shaked Decl. ¶¶ 57, 60. Flynn opined that Adelphia's access to financing would have been closed if the fraud had been disclosed. Flynn Decl. ¶ 23. Finally, Dennis Coyle, who was a director of Adelphia and officer of FPL at the time of the transfer, and who testified as a fact witness for FPL, suggested that if Adelphia's fraud had come to light in 1999, Adelphia would have likely filed for bankruptcy at that time. Pl.'s Obj. at 23-24 (citing Tr. 693:3-8).
In opposition, FPL's restructuring expert David Tabak ("Tabak") argued that, while it was "a theoretical possibility" that Adelphia would have lost access to the capital markets if the fraud had been disclosed, the empirical evidence shows that, under similar circumstances, companies were typically able to continue to raise capital after the disclosure of a fraud. Defs.' Opp. at 11 (citing Tr. 768:5-23). In particular, Tabak presented data from a study of nineteen companies that obtained access to the capital markets after disclosing a fraud. Defs.' Opp. at 12-13 (citing Tr. 806:5-809:12). See also Tabak Decl. ¶ 35. Tabak also highlighted five major companies (Cendant, Waste Management, Rite Aid, Enron and WorldCom) that continued to secure financing from the capital markets after disclosing significantly larger frauds than Adelphia's fraud as of January 1999. Defs.' Opp. at 13 (citing Tabak Decl. ¶¶ 45-63). As a result, Tabak concluded that if Adelphia's fraud had been revealed in 1999, Adelphia would not have lost access to the capital markets, although its borrowing costs would have increased by approximately 1%. Decision at 56-57 (citing Tabak Decl. ¶ 35).
Recovery Trust attacked Tabak's comparative analysis by arguing that two of the highlighted companies, Cendant and Waste Management, were much less leveraged than Adelphia and therefore were poor comparators. Decision at 57 (citing Shaked Rebuttal Rept. ¶¶ 119-123). Although Rite-Aide was able to raise post-fraud financing even though it had a leverage ratio much higher that Adelphia's, Decision at 57 (citing Tr. 812:8-813:16, 815:14-17), Rite-Aide's financing was secured by its liquid inventory, which Adelphia did not have. Pl.'s Obj. at 20. Recovery Trust further noted that Enron and WorldCom entered bankruptcy less than two years after the relevant financing was obtained. Id. at 20-21 (citing Tr. 799:17-800:18). Apart from attacking the validity of Tabak's comparative analysis, Recovery Trust offered no evidence, empirical or otherwise, demonstrating that Adelphia would have been foreclosed from accessing the capital markets because of its fraud.
Ultimately, Judge Gerber concluded that Recovery Trust had failed to satisfy its burden to establish that Adelphia would have lost access to the capital markets if its fraud had been disclosed in 1999. Decision at 57-60. In combination with his finding that Adelphia was able to sell assets and otherwise obtain new financing despite its high leverage ratio, Judge Gerber was "unpersuaded" by Recovery Trust's contentions that "the confluence of three factors— Adelphia's leverage ratio, its encumbered assets, and fraud—would cause the capital markets to be closed off to Adelphia." Decision at 60. Judge Gerber therefore found that Adelphia's stock repurchase was not a fraudulent transfer because, at the time of the transaction, Adelphia was neither insolvent nor left with inadequate capital. Id. at 61-62. Judge Gerber further noted that although Recovery Trust never argued equitable insolvency, there was no basis to conclude that Adelphia was equitably insolvent at the time of the stock repurchase. Id. at 61.
Plaintiff seeks relief pursuant to 28 U.S.C. § 157(c), which permits the bankruptcy judge to issue findings of fact and conclusions of law in non-core proceedings, and Bankruptcy Rule 9033, which states that the district court may "accept, reject, or modify the [bankruptcy court's] proposed findings of fact or conclusions of law, receive further evidence, or recommit the matter to the bankruptcy judge with instructions." Because this is a non-core proceeding, both findings of fact and conclusions of law must be reviewed de novo. See Decision at 1 n.1, 77; Adelphia Recovery Trust v. FLP Grp., Inc., No. 11 CIV. 6847 (PAC), 2012 WL 264180, at *5 (S.D.N.Y. Jan. 30, 2012) (finding this matter to be a non-core proceeding). See also In re Prudential Lines, Inc., 170 B.R. 222, 228 (S.D.N.Y. 1994) ("In non-core related proceedings, the district court reviews de novo both the factual findings and the legal conclusions of the bankruptcy court.").
A. Applicable Law
The challenged transaction is governed by the Uniform Fraudulent Transfer Act, as adopted by Pennsylvania ("PUFTA"), which creates liability for a constructive fraudulent transfer where property is transferred for less than fair consideration and the debtor was insolvent or "was engaged or was about to engage in a business or a transaction for which the remaining assets of the debtor were unreasonably small in relation to the business or transaction. . . ." 12 Pa. Cons. Stat. Ann. § 5104 (2014). See also Decision at 63 n.225; Pl.'s Obj. at 5-6; Defs.' Opp. at 5. The constructive fraud provisions of PUFTA and the Bankruptcy Code, at 11 U.S.C. § 548, [4] are analogous and therefore have been treated consistently by courts. See, e.g., Carroll v. Stettler, 941 F. Supp. 2d 572, 582 n.16 (E.D. Pa. 2013) (citations omitted); In re C.F. Foods, L.P., 280 B.R. 103, 115 (Bankr. E.D. Pa. 2002) .
The Plaintiff bears the burden of proof in establishing that Adelphia lacked adequate capital at the time of the stock repurchase. Although Recovery Trust suggests that the burden should have shifted to the Defendants after Recovery Trust provided evidence of inadequate capitalization, see Pl.'s Obj. at 12, the case law is clear that there is no burden shifting under PUFTA. The burden of proof remains solely with Recovery Trust. See Fidelity Bond & Mortg. Co. v. Brand, 371 B.R. 708, 720-22 (E.D. Pa. 2007) (while burden-shifting was employed under a prior statute, "PUFTA's legislative history and the stated goal of consistency with the Bankruptcy Code lead to the conclusion that the burden of proof in constructive fraud cases under PUFTA remains with the party challenging the transfer."). The relevant inquiry, therefore, is whether Recovery Trust satisfied its burden of proving that the challenged stock repurchase left Adelphia with inadequate capital.
Although "unreasonably small capital" is not defined under PUFTA, the Third Circuit has held that "unreasonably small capital denotes a financial condition short of equitable insolvency" marked by "the inability to generate sufficient profits to sustain operations." Moody v. Sec. Pac. Bus. Credit, 971 F.2d 1056, 1070 (3d Cir. 1992) (interpreting identical language from PUFTA's predecessor statute). Put differently, the question is whether the transfer left "the transferor technically solvent but doomed to fail." MFS/Sun Life Trust-High Yield Series v. Van Dusen Airport Servs. Co., 910 F.Supp. 913, 944 (S.D.N.Y. 2005) .
"[T]he test for unreasonably small capital is reasonable foreseeability." Moody, 971 F.2d at 1073 . To that end, courts will examine a variety of factors, including the company's "debt to equity ratio, its historical capital cushion, and the need for working capital in the specific industry at issue." MFS/Sun Life Trust-High Yield Series, 910 F. Supp. at 944 . When reliable financial records are available, courts test the reasonableness of any proffered financial projections by considering the company's actual "cash flow, net sales, gross profit margins, and net profits and losses," while also taking into account "difficulties that are likely to arise, including interest rate fluctuations and general economic downturns, and otherwise incorporate some margin for error." Moody, 971 F.2d at 1073 (citation omitted). Courts also evaluate "all reasonably anticipated sources of operating funds, which may include new equity infusions, cash from operations, or cash from secured or unsecured loans over the relevant time period." Id. at 1072 n.24. See also id. at 1073 (noting "it was proper for the district court to consider availability of credit"). The Committee Notes to PUFTA add that:
Among other matters, appropriate weight should be given to the likelihood that maturing debts will be refinanced where, on the basis of the debtor's financial condition and future prospects and the general availability of credit to debtors similarly situated, it is reasonable to assume that such refinancing may be accomplished; appropriate weight should be given to the debtor's ability to pay debts by disposing of fixed assets or other transactions outside the ordinary course of business; and appropriate allowance should be made for reasonably foreseeable contingent obligations as they become absolute.
12 Pa. Cons. Stat. Ann. § 5104, Committee Comment 4 (emphasis added). As suggested in the Committee Notes, courts consider asset sales and other transactions outside the ordinary course of business and compare the subject company to peer companies in its industry. See Fid. Bond & Mortg. Co., 371 B.R. at 728 ("Courts evaluating the unreasonably small assets test compare the company to others in the industry.") (citation omitted).
Because the "unreasonably small assets" test is grounded in foreseeability, the reasonableness of the company's actions with respect to the challenged transaction must be evaluated with respect to whether they were prudent when undertaken. See Fid. Bond & Mortg. Co., 371 B.R. at 723 (citing MFS/Sun Life Trust-High Yield, 910 F.Supp. at 944 ). While a court may not use the benefit of hindsight to override the company's judgment as to what was otherwise reasonably foreseeable at the time, a court may carefully consider the events that transpired following the challenged transaction in evaluating what was reasonably foreseeable at that time. See Fid. Bond & Mortg. Co., 371 B.R. at 728 (in determining "unreasonably small capital," courts should consider "the length of time a company continued to operate and pay creditors after the disputed transfer") (citation omitted)). See also Moody, 971 F.2d at 1074 (finding that the company's "actual performance after the acquisition supports the district court's finding that the parties' projections were reasonable.").
B. Adelphia Was Not Left with "Unreasonably Small Capital" at the Time of the Stock Repurchase Transaction
It is undisputed that Adelphia was having financial difficulties during the time period in question. That is not enough, however, to satisfy Plaintiff's burden to show that, at the time of the stock repurchase in January 1999, Adelphia had "unreasonably small capital" to continue to function in its business for the foreseeable future. Defendants' experts convincingly demonstrated that, in light of Adelphia's approximately $2.5 billion equity cushion and its ability to sell assets so long as it maintained 660,000 subscribers, Adelphia's capital needs of approximately $600 million were well within its reach. Defendants' experts also presented specific evidence, including significant empirical evidence, demonstrating that despite its high leverage ratio and the possible revelation of a $400 million fraud, Adelphia likely would have maintained access to the capital markets to meet its financing needs and to continue in operation. Because Recovery Trust failed to offer any reliable evidence to the contrary, and because Plaintiff's efforts to distinguish or dispute FPL's evidence were insufficient in light of its burden of proof, Judge Gerber was correct in recommending that Plaintiff's Complaint be dismissed and that judgment be entered in favor of the Defendants.
1. Adelphia's Ability to Sell Assets
Recovery Trust challenges Judge Gerber's conclusion that Adelphia could have sold assets to obtain capital. First, Recovery Trust argues that the most Adelphia could have recovered from the sale of its subsidiaries Verto and ABIZ was $135 million, [5] an amount significantly less than the $600 million that Adelphia needed over the following three years. Pl.'s Obj. at 16-17. Second, and more fundamentally, Recovery Trust argues that "the conclusion that capital adequacy can be proven through the ability to sell off assets is contrary to the law." Id. at 17. Both challenges are without merit.
As to the first argument, Recovery Trust misconstrues the record in suggesting that Judge Gerber's holding was limited to potential sales of ABIZ and Verto. In fact, FPL argued, and Judge Gerber accepted FPL's argument, that Adelphia was able to sell any of its vast subscriber assets so long as it maintained 666,000 subscribers. Decision at 56. In discussing the significance of Adelphia's multi-billion dollar "equity cushion" at trial, Tuliano testified that: "Adelphia could have monetized that equity cushion in a number of ways through asset sales. . .. It had the Verto that we've talked about. It had its ABIZ stock, 645 million on a controlling basis. It had the ability to effectively de-leverage the company with respect to this equity cushion." Tr. 973:13-18. See also Tr. at 974:13-15 (noting, without any reference to Verto or ABIZ, that "Adelphia could sell assets and effectively de-leverage should it choose to do so."). In its Post-Trial Brief, FPL argued that "[Adelphia] could have sold ABIZ (a deleveraging move [it] proposed in 2001) or Verto, and other subscriber clusters so long as [Adelphia] retained approximately 660,000 subscribers, as required by the terms of its loan covenants." Defs.' Post-Trial Mem. at 38 (citing Tr. 972:15-974:20, 977:12-999:5) (emphasis added). Indeed, even Recovery Trust's expert conceded that Adelphia could have reduced its leverage by selling subscriber assets. Tr. 51:2-5, 52:18-24, 107:9-14. It was not surprising, therefore, that Judge Gerber ultimately found that Adelphia "had substantial flexibility to sell cable systems, if necessary, in order to deleverage," including, but not limited to, sales of ABIZ and Verto, so long as it retained at least 660,000 subscribers. Decision at 56 (citing Defs.' Post-Trial Mem. at 37-38).
Adelphia could have raised a significant amount of capital without substantially compromising its subscriber base or breaching its loan covenants. Judge Gerber found that, at year-end 1998, Adelphia had 1,478,529 subscribers, Decision at 47-48 (citing Tuliano Decl. ¶ 90), a finding that Recovery Trust does not dispute on appeal. In his Comparable Companies analysis, Tuliano found "value per subscriber" multiples ranging from $2,462 to $3,835, Tuliano Decl. at 19 fig.2, and in his Precedent Transactions analysis, he found multiples ranging from $3,234 to $3,667. Tuliano Decl. at 25 fig.4. Even if the Court were to accept that Adelphia fell at the very bottom of each of these ranges, thereby meriting an average "value per subscriber" multiple of only $2,848, Adelphia would still have been able to raise $600 million by selling 210,674 subscribers, or roughly 14% of its subscriber base. Thus, the Court need not further address Recovery Trust's contention that Adelphia's sales of ABIZ and Verto alone would not have generated sufficient capital to meet its needs. Moreover, while Defendants did not address when, how and which assets could have been sold, it was Recovery Trust's burden to show that Adelphia could not have met its capital needs through asset sales, rather than Defendants' burden to show that Adelphia could have met its capital needs through particular asset sales.
Recovery Trust's related contention that Adelphia's ability to sell assets should not be considered at all in the Court's analysis is similarly misguided, albeit for legal, rather than factual reasons. Courts regularly consider the possibility of asset sales in evaluating a company's financial condition for purposes of the "unreasonably small assets" test. See In re Jackson, 459 F.3d 117, 123 (1st Cir. 2006) (in applying UFTA, courts should examine "the ability of the debtor to generate enough cash from operations and sales of assets to pay its debts and remain financially stable" after a transfer) (emphasis added) (quotation and citations omitted); Vadnais Lumber Supply, Inc. v. Byrne (In re Vadnais Lumber Supply, Inc.), 100 B.R. 127, 137 (Bankr. D. Mass. 1989) (under the "unreasonably small capital" provision in 11 U.S.C. § 548, courts must assess "the ability of the debtor to generate enough cash from operations or asset sales to pay its debts and still sustain itself" after a transfer). See also 12 Pa. Cons. Stat. Ann. § 5104, Committee Comment 4.
Recovery Trust places undue reliance on ASARCO LLC v. Ams. Mining Corp., 396 B.R. 278 (S.D. Tex. 2008), and Tronox Inc. v. Kerr McGee Corp. (In re Tronox Inc.), 503 B.R. 239 (Bankr. S.D.N.Y. 2013), for the principle that capital adequacy cannot be demonstrated "by a debtor's ability to cannibalize itself and sell off assets piece by piece, until nothing is left." Tronox, 503 B.R. at 321 . See also ASARCO, 396 B.R. at 398 (capital adequacy is not shown by a company's ability to halt certain operations and "cannibaliz[e] itself" for a year or two as it "limp[s]" towards bankruptcy). These cases are clearly distinguishable. In ASARCO, the debtor sold its "crown jewel," which generated almost all of its net income and cash flows, at a time when the company was insolvent, entrenched in asbestos litigation, had four consecutive years of audit reports raising "substantial doubt" about its ability to continue as a going concern, and had been threatened with involuntary bankruptcy. ASARCO, 396 B.R. at 304, 306, 374, 386 . Not surprising, the court found that the sale was done with the intent to hinder or delay creditors, not to raise capital to sustain its operations. Id. at 386-88, 397. In Tronox, the debtor was left with crippling environmental, tort and pension liabilities after its predecessor entity spun off the company's more profitable oil and gas business. Tronox, 503 B.R. at 252, 253 n.8, 321-23 . Combined with the fact that "Tronox's bankruptcy took place in connection with a global financial crisis and a sharp down-turn in the market for its principal product," the Court concluded that Tronox's "legacy liabilities, in the end, suffocated the flower," and therefore any hypothetical asset sales would have been "a losing game in the long run." Id. at 321-23.
In contrast to ASARCO and Tronox, where the debtors were clearly doomed to fail, Adelphia had a large and valuable subscriber base, particularly in comparison with its capital needs, and was operating in what both parties agree was a strong market for cable companies. See Defs.' Opp. at 24 (citing Flynn Rept. ¶ 45). The argument that, by selling a relatively small portion of its subscriber assets, Adelphia would be "cannibalizing" itself to survive is not persuasive.
2. Adelphia's High Leverage Ratio
Recovery Trust further challenges Judge Gerber's endorsement of FPL's position that Adelphia would have been able to access the capital markets even if it had exceeded the maximum leverage ratio permitted under its debt covenants, Tr. at 423:17-23, over Recovery Trust's view that, if Adelphia's actual leverage ratios were known at the time, "it is highly unlikely that Adelphia could have raised additional financing." Flynn Decl. ¶ 4.
Both parties appear to agree that there was a robust appetite for investment in cable companies in 1999. In his Declaration, Tabak showed that 1999 was a peak year for the cable industry, with deal volume and prices paid per subscriber reaching record levels. Tabak Decl. ¶ 23. See also Defs.' Opp. at 24. Even Flynn conceded that "the financial markets had widespread enthusiasm for lending to the cable industry in 1999." Flynn Decl. ¶ 23. Although Flynn qualified her statement by noting that "markets were generally not comfortable with cable companies with leverage levels over 7.0-8.0x EBITDA," id., that opinion is undercut by her prior testimony in another Adelphia litigation and by the evidence presented here. [6]
FPL showed that, after the stock repurchase transaction was consummated, Adelphia continued to access the credit markets in financing three new acquisitions in 1999, when its reported leverage ratio was 9.9x EBITDA, Tr. 41:12-44:5, and that other cable companies that were more leveraged also had access to credit. Recovery Trust argues, however, that Adelphia's acquisitions should be disregarded because they were financed with secured debt collateralized by the assets of the newly purchased companies, rather than on Adelphia's own credit. Pl.'s Obj. at 19. While the Court agrees that these acquisitions do not necessarily demonstrate that lenders were entirely undeterred by Adelphia's high leverage ratio, the fact that Adelphia was able to acquire three apparently creditworthy companies shortly after the challenged transaction is nonetheless a sign of financial vitality that generally tends to undercut Recovery Trust's argument that Adelphia was foreseeably doomed to fail.
Recovery Trust's attempts to rebut evidence showing that other highly leveraged cable companies obtained access to credit during the relevant period are not persuasive. Recovery Trust argues that Mediacom, which completed an IPO and issued new debt between 1999 and 2001 despite having leverage ratios during that period ranging from 11.1x to 17x EBITDA, Defs.' Post-Trial Mem. at 40-41, should be disregarded as a "single, anecdotal data point." Pl.'s Obj. at 19-20. While the Court agrees that Mediacom's ability to obtain financing from 1999-2001 under more highly leveraged conditions than Adelphia, by itself, is of modest probative value, that evidence does not stand alone. Other evidence shows: (1) the strength of the market for cable investment in 1999; (2) that "the capital markets expected all of the major [multi-system operators] to make substantial capital expenditures during this time period to upgrade their cable plant," Flynn Decl. ¶ 19; (3) that other cable companies were able to raise funds despite having negative cash flows, Defs.' Opp. at 3, 15; and (4) that Adelphia was able to obtain financing to acquire three new companies in 1999. The combined evidence substantially rebuts Recovery Trust's position. Indeed, Shaked conceded that Adelphia would not necessarily have been prevented from accessing capital markets even if it had breached its debt covenants. Tr. 423:17-23. The Court therefore finds that Recovery Trust failed to meet its burden of showing that Adelphia's high leverage ratios would have substantially limited its access to the capital markets.
3. Adelphia's Fraud
Finally, Recovery Trust challenges Judge Gerber's finding that it failed to meet its burden of showing that, in combination with other factors, the capital markets would have been closed to Adelphia if its fraud had been disclosed in 1999. Decision at 60.
First, Recovery Trust contends that Judge Gerber erred in accepting FPL's expert's testimony regarding similar companies that successfully secured financing after disclosing fraud because "none of the five companies" was analogous to Adelphia. Pl.'s Obj. at 20. This argument is unpersuasive on several grounds. First, Tabak's opinion was not limited to five companies; he cited empirical data showing that the majority of companies that issued restatements from 1997 through 2002 (237 of 437 companies for whom sufficient data was available), including nineteen companies that issued restatements due to fraud, were able to obtain post-restatement financing. Defs.' Opp. at 13; Tabak Decl. ¶ 35-41. [7] Recovery Trust has not disputed this data or objected to Tabak's conclusions as to its significance.
With respect to the five major comparator companies, Cendant, Waste Management, Rite-Aid, Enron and WorldCom, the Court finds that, even though none of these companies is wholly analogous to Adelphia, the size of the companies and the scale of the frauds at issue make them meaningful data points. In particular, the Court finds it significant that each of these companies was able to obtain substantial amounts of financing, much larger than the $600 million required by Adelphia, after disclosing frauds that were substantially larger than Adelphia's fraud in 1999. See Tabak Decl. ¶¶ 45-63. The fact that all of these companies were able to obtain financing under such circumstances is persuasive evidence that cannot be ignored simply because Cendant and Waste Management had lower leverage ratios than Adelphia, Rite-Aid had a much higher leverage ratio but more liquid inventory, and Enron and WorldCom filed for bankruptcy less than two years after obtaining financing. Notably, Recovery Trust provided no empirical evidence of other major companies who were unable to obtain financing following disclosure of a fraud, effectively asking the Court to disregard Tabak's evidence on Recovery Trust's say-so.
Second, Recovery Trust argues that Judge Gerber erred in failing to consider whether Adelphia could have afforded to borrow funds after disclosing its fraud, based on the estimated 1% increase to its borrowing costs as a "fraud premium." Pl.'s Obj. at 21-22. The Court agrees that the record is thin on this point. See Tabak Decl. ¶¶ 35; Tr. 783:6-784:25, 890:2-17. This scarcity of evidence, however, only demonstrates that Recovery Trust, which appears to have offered no evidence that an additional 1% in borrowing costs would have been the proverbial "straw that broke the camel's back," failed to meet its burden of proof. In light of Adelphia's $2.5 billion equity cushion, the fact that its high leverage ratio was not necessarily an impediment to financing, and the fact that it could have raised capital through asset sales, the Court finds it improbable that a 1% increase in financing costs for $600 million would have "pushed it down the road to ruin." Pl.'s Obj. at 22 (citing In re Crown Unlimited Mach., Inc., No. 03-13400, 2006 WL 6401548, at *9 (Bankr. N.D. Ind. Oct. 13, 2006), aff'd sub nom. Boyer v. Crown Stock Distrib., Inc., No. 04-0185, 2009 WL 418275 (N.D. Ind. Feb. 17, 2009), aff'd in part, rev'd on other grounds, 587 F.3d 787 (7th Cir. 2009) ).
Recovery Trust also argues that FPL and Judge Gerber failed to calculate the amount of capital that Adelphia could have raised after disclosing its fraud, as was necessary to show that the capital raised would be adequate to meet Adelphia's $600 million capital expenditure requirements. Pl.'s Obj. at 22. Again, it was Recovery Trust's burden to prove that Adelphia could not have raised $600 million, not FPL's burden to prove that it could have, particularly given the evidence that five large companies raised significantly more than $600 million after engaging in larger frauds.
Finally, Recovery Trust challenges Judge Gerber's characterization of Adelphia's fraud as being "in its infancy" in 1999. Pl.'s Obj. at 23. This argument likewise has no merit. The record shows that Judge Gerber was merely responding to Recovery Trust's expert, who argued that, because the markets closed to Adelphia when a $12.4 billion fraud was exposed in 2002, they would have closed to Adelphia if a $400 million fraud had been exposed in 1999. Shaked Rept. ¶ 148 ("There is no reason to believe that at January 28, 1999, the situation would have been any different."). Judge Gerber was correct in pointing out the fallacy in Shaked's suggestion that the result reached in 2002 would have been precipitated in 1999 despite very different underlying circumstances. See Decision at 60 ("… Adelphia's fraud in 1999 was much less extensive than the fraud that had infected the company by 2002. For that reason, I find Shaked's heavy reliance on the outcome of Adelphia's fraud disclosures in 2002 to be flawed."). The Court agrees wholeheartedly with Judge Gerber's finding in this regard. The Court further concurs with Judge Gerber's judgment that Coyle's unaccompanied and otherwise unsupported testimony that Adelphia would likely have slid into bankruptcy if the fraud had been exposed in 1999, Tr. 693:3-8, was not credible given the testimony of FPL's experts who demonstrated that, in most cases, disclosure of a financial fraud does not precipitate bankruptcy. Tabak Decl. 34-63, 768:5-768:23.
Based on the conclusions set forth above, the Decision is affirmed in all respects, and Recovery Trust's appeal of the Decision is hereby dismissed. The Clerk of Court is respectfully requested to close the case.
[1] For example, the terms of the transactions were summarized together in a one-page letter agreement, dated January 21, 1999, between Adelphia and Telesat (the "Letter Agreement"), Decision at 7-8, and Adelphia's Board of Directors adopted resolutions authorizing both transactions at the same Board meeting on January 27, 1999. Id. at 11. The next day, January 28, 1999, Adelphia issued a press release disclosing the substance of the Letter Agreement and announcing the aggregate purchase price for the two transactions. Id. at 13.
[2] The Letter Agreement contained no language suggesting that the stock repurchase transaction and the partnership redemption were conditioned upon one another; nor were the purchase prices for the two transactions contingent upon each other in any way. Decision at 10. FPL's SEC filings described the stock repurchase and the partnership redemption as separate transactions. Id. at 15-16 (citing FPL Group Annual Report (Form 10-K) (Mar. 2, 1999)). Perhaps most significant, while the stock repurchase transaction was executed the day after it was authorized by Adelphia's Board, the terms of the partnership redemption were left open to negotiation at that time (and ultimately subject to governmental approval), and the final redemption did not occur until October 1, 1999, more than eight months after the stock repurchase. Decision at 8-10, 15.
[3] Although both Shaked and Tuliano relied on audit summaries created during the 2002 restatement process to estimate the correct number of subscribers, Tuliano concluded that Adelphia had 1,478,529 subscribers at the time of the stock repurchase, while Shaked found that Adelphia had 1,373,097 subscribers. Decision at 47. Judge Gerber accepted Tuliano's subscriber estimate over Shaked's, and Recovery Trust does not dispute this finding on appeal. Id. at 48.
[4] Section 548(a) of the Bankruptcy Code provides that a transfer may be avoided as a fraudulent transfer if the debtor received less than a reasonably equivalent value in exchange and, at the time of the transfer, the debtor "was engaged in business or a transaction, or was about to engage in business or a transaction, for which any property remaining with the debtor was an unreasonably small capital." 11 U.S.C. 548(a)(1)(B)(i).
[5] The Court notes that the Recovery Trust also disputes that the full $135 million purchase price paid for Verto should be the proper measure of its potential resale value, given Judge Gerber's acknowledgment that a litigation discount should apply. Pl.'s Obj. at 17. In light of the Court's finding, as discussed further infra, that Adelphia was able to sell any of its subscriber assets so long as it maintained 660,000 subscribers, it need not consider the exact value to be ascribed to ABIZ or Verto.
[6] In a March 22, 2007 report on behalf of Adelphia in another litigation, Ms. Flynn opined that "[h]ighly leveraged cable companies were considered to have ready access to capital in early 2002, despite the fact that upgrade programs had not been completed and free cash flow was not imminent." See Tr. 68:15-18, 78:14-20. As shown in Tabak's Declaration, demand for cable was much more robust in 1999, when deal volume reached approximately $70 billion, than in 2002, when deal volume was only about $1.4 billion. Tabak Decl. ¶¶ 22-24.
[7] The study cited by Tabak further indicated that the incidence of fraud was similar among the 237 companies that obtained both pre- and post-restatement financing, and the 200 companies that received only pre- or only post-restatement financing, and therefore, the fact that a company restated due to a fraud (as opposed to restating for any other reason) did not measurably reduce its likelihood of obtaining post-restatement financing. Tabak Decl. ¶ 38. Put differently, if companies that restated for fraud had greater difficulty in obtaining post-restatement financing than companies that restated for any other reason, then the incidence of fraud would have been much lower among the group of companies that obtained both pre- and post-restatement financing. Instead, the study showed that the incidence of fraud was similar between the two groups. Id.
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So here I am, sitting in a room full of women, discussing the F-word. No, not the one that you hear constantly in the street - and increasingly in the workplace - but that other F-word: feminism.
I haven't picked the topic, it's the choice of one of the women in my access class, who is giving a presentation on "gender inequality in the workplace and home".
As this has a sociological slant, she's gone for a strongly theoretical approach. At times, it's fair to say, she struggles with the enormity of the subject.
Her plan is to cover three "ists", starting with the Marxists. Not surprisingly, this group holds that capitalism lies at the heart of society's inequities. Things were a lot more equal, my student suggests, "back in the day" when we were still hunters and gatherers. She doesn't give any evidence to support this position, and the several thousand years of agrarianism that preceded the industrial revolution seem to be missing from her analysis, too. But she's only got 15 minutes for her talk, so can hardly be expected to review the whole of history.
Aided by an overly wordy PowerPoint, she wades into the perspectives offered by liberal and radical feminists. She does a decent enough job in the end and the main points come through.
Her audience listens politely in the darkened room, but there is the occasional bout of whispering from the far corners and it's hard to believe they're discussing the virtues of Kate Millett over Simone de Beauvoir. Things pick up when we get to the post-presentation discussion, although at first it's pretty dire. "Any questions?" the speaker asks hopefully. There's a shuffling of papers and a clearing of throats. Nobody says anything. I'm supposed to be an observer in all this, but you can't just stand by and do nothing when the train's about to run into the buffers.
"Come on," I say, "we're talking about your lives here. How many of you would count yourselves as feminists?" A few uncertain hands go up. "OK then, so the rest of you are prepared to see your role in life solely as adjuncts to men? You don't expect equal job opportunities, pay and promotion? Basically your futures are as wives and mothers."
That does it. Suddenly everyone wants their say. Of course, they want all of the above and more. Do they expect to get it? "Yes!" they declare. "Well, up to a point," says a dissenting voice. She's heard how many, or rather how few, women sit on the boards of our biggest companies. "But that will have to change," the others chorus. And even if - carried along by the fervour of the moment - they underestimate the difficulties of achieving this, they clearly mean it.
This is music to my ears, because I can't help but recall how such a conversation would have gone back in the early part of my teaching career. In those unenlightened days, rather than aspiring to sit on a board, far too many intelligent young women at this stage of their lives were resigning themselves to careers as secretaries.
Stephen Jones is a lecturer at a further education college in London


text:
I tell him not to worry, that God will take care of all things. I say just trust God, listen and obey and all will be well as I walk out the door. The building looks like a small white frame cottage that is surrounded by asphalt.
The cashier scans my purchase. I do not recall paying, because I am whisked back to the bed room. Perhaps it is a hospital ward or an infirmary. I don't know.
I feel foolish. I thought all evaporated milk was made with milk. Silly me.
And then I find myself in a metropolitan city. At first I believe it is New York, but I am not certain.
There are lots of very tall buildings and lights. It is gloaming time and I find myself in a group. But I am talking to a young lady I scarcely knew from my high school day.
She was the younger sister of a friend. Her name was Lynn. She is very shy. She tells me that I promised to take her shopping. Alright! I think I only spoke with her once or twice and that was over forty years ago.
She eventually overcomes her shyness and tells me all about herself, and then suddenly we find ourselves in a car driving down a country road.
I am thinking how sad and wondering where the stain was put on the violins when I am awakened and notice it is 4:50 am. I get to sleep another hour and a half. However I can't go back to where I had been.


text:
Monday, 7 November 2011
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You will get an error when you configure seed addresses to insert by "respecting the sort order" and then you don't sort the extraction file. Thanks Sindhu for reporting it.
Here is what the error message looks like:
Here is where the Insertion mode is set when configuring the Direct Mail delivery.
Retrieving data ...


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Freelancers: new year, new rate?
It's that time again; the time when you break out a shiny new calendar, look back at the year that is winding down, and ask yourself the freelancer's perennial question, "Should I raise my rates this year?"
The Freelancer's Conundrum
When you are trying to establish your freelance business and attract new clients, you may fall into the trap of charging less than what your services are actually worth in an attempt to get a toehold in your niche. While that is understandable, it can be a recipe for freelance disaster. Seth Godin observes:
"Someone else is always willing to go a penny lower than you are, and to compete, your choices get ever more limited. The problem with the race to the bottom is that you might win. Even worse, you might come in second."
Undervaluing your work affects your bottom line badly and creates a huge source of stress. Freelancers Union points out:
"Most people do better work when they feel that they're properly compensated. In fact, research says feeling underpaid is the leading cause of work stress! You may actually do better work because you raised your rates."
Fortunately, if you originally undervalued your worth to clients, that does not mean that you have to keep doing so. Rates are, after all, not set in stone.
Your inner naysayer might be whispering, "If I raise my rates, I will lose clients." This is by far the most common misconception about increasing rates that freelancers hold. The reality is that your clients do not exist in a bubble. By and large, they understand that in the natural course of events, rates go up for services rendered over time. If they do not understand this, perhaps it is a good thing to lose their patronage.
Why the New Year is Perfect for New Rates
Like many things in life, changing your rates successfully requires good timing. The New Year is a perfect time to raise your rates. Why?
- The New Year is a natural time to rethink all your business goals and objectives, including remuneration.
- Clients are more likely to accept changes in rates at the beginning of the year, as it is also the beginning of the fiscal year for many of them.
- Every year that passes, you increase your experience and skill level as a freelancer, which should be reflected in your pricing model.
- Clients with whom you have built a relationship for more than a calendar year are likely to continue using your services even if you raise your rates modestly.
How to Set Your Freelance Rates Appropriately
Once you decide to raise your rates, you can rely on several factors to help you to price your services appropriately. The first thing to remember is that pricing is fluid. For freelancers, the going rate for a project is determined by multiple factors such as skill level required, experience, value to the client, geographic location, and more.
Do not neglect to also factor in the rate of inflation in your area. Freelancers who forget about inflation find their profit margins dwindling year over year. At some point, working for the same rates over time leads to significant financial loss.
The Guardian reports: "The Association of Independent Professionals and the Self-Employed (IPSE) recommends taking your equivalent earnings as an employee and adding a third, which accounts for the added costs that arise as a freelancer."
The Freelancers Union gives the following guidelines to help you set your rates:
- Even if you do not plan to charge an hourly rate per se, determine how much time it actually takes you to complete a project on average. For your own purposes, set an hourly rate that you will use as a baseline when giving clients a project rate. In general, you can determine a ballpark hourly rate by adding annual profit, annual expenses, and annual salary, then dividing by billable hours.
- Account for any supplies and other expenses, including overhead, that will be incurred in the completion of the project.
- Build in a specific target profit range for each project.
Do Not Skimp on Researching Rates
When researching what the market will bear in the way of freelance rates, here are the items to consider:
Industry benchmarks: You can find information about going rates in your industry by examining government statistics. For instance, if you are an American freelancer, the US Bureau of Labor Statistics provides salary information for many industries.
Other good resources include professional and industry associations and networking sites, which often have discussion boards where members freely communicate their rates. Some associations may even offer an annual salary survey to members, which can be an invaluable source of information.
Other professional freelancers: While some freelancers may be reluctant to share their rates openly, you can likely find others who are willing to discuss rates with you privately, particularly if they are not direct competitors.
Research the client: The more you understand your client, the easier it will be to charge appropriately for your work. For instance, if you are aware your client is on a shoestring budget, you might consider giving that client a slight discount at first if their business model is strong and likely to see substantial growth soon.
Other Online Research: You may also be able to find a wealth of information about common rates for freelancers in different industries by doing a little more online sleuthing. For instance, check out this infographic for freelance writers based on Contently's freelance rates database. For editors, this resource may prove to be helpful.
Regardless of the type of work you do, this infographic from CreativeLife.com is a valuable tool to help you determine a reasonable rate for your services.
Get Paid for What You Do
When you negotiate a higher rate with your clients, be sure to make it easy for them to pay you for the work you do. Payoneer is a payment processing solution that facilitates payments for freelancers globally. Check out our freelancer payment platform today.


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Babbling Farker
Join Date: 11-11-07
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No I think the reverse is true and his take on "tenderness" is astray. Here's why. The look of a set of ribs (which we cannot see) cooked at a temp that completes it at 3 hours (2 in foil) is remarkably different than one cooked at even 240 in three hours.
I think you may be right too on the therm beibg off but I bet, and I could be wrong, the grate temp is lower.
My main problem is the three hours total cook time. There is no way its getting done at 240 for three hours. I can say that I CAN cook a set of ribs in three hours if they are small spares (like 3's but under 4s) and they come out pretty damn good with no foil of course.
He says he uses the bend method and we all know that ribs have certain points where they loosen and tighten up.
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SPAIN Electricity companies have begun including an additional charge related to re-billing on usage during the last quarter of 2011 and the first of 2012. This will mean an average additional 7% charge on your bill. The re-charge is detailed on the bill (we are hoping someone will send in theirs so we can explain it in full, as we haven't had ours yet). This is all as a result of the companies winning the case against the government, tried in the Supreme Court, which obliged them to apply the charges agreed years ago by both parties (don't ask, too convoluted, and we'll have to pay anyway) and that the companies sued when the government froze tariffs at the end of last year. In any case,>>>SOON YOU WILL NOT BE ABLE TO READ THE REST OF ITEMS SUCH AS THIS UNLESS YOU SUBSCRIBE. Subscription details will be available soon.>>>this re-billing will go on until the end of December and is prorated on a number of bills so that it does not become a larger extra expense. The new 7% that is now added, albeit prorated, comes in addition to the 3.95% approved by the Ministry of Industry, Energy and Tourism in July, as well as the increase in IVA (VAT) from 18% to 21% that went into effect on September 1. A government resultion published in April obliges the companies to specify the months that are being prorated and the exact date and amount of the re-billing sections. (Clear? If not, maybe TranslationHELP can be of service: 685 052 684)


text:
The Shipping Forecast.
This is the Shipping Forecast issued on Friday 19th September 2014.
Attention all shipping in sea areas
Irish Sea, Malin, Hebrides, Fair Isle
Cromarty, Forth, Viking, Forties
The synopsis today at 04:00:
Rapidly deepening low formerly approaching from north and west now subsided
Here is the forecast for foreseeable future:
Rising slowly
North 6 to Gale 8, backing South 3 to 4
Moderate, occasionally unsettled, becoming good.
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text:
Not long to claim £500,000 capital allowances on plant and machinery
It seems you can't open a newspaper or turn on the television these days, without stumbling across another general election update. With only a matter of weeks to go until the UK's next prime minister is announced, talk on policies and plans is gathering pace.
Exactly who will come into power is, as yet, unknown. But one thing is for certain – the staggering £500,000 figure that organisations can draw down as capital allowances against an annual investment in plant in machinery, will only be in place until 31 December 2015. What happens from 1 January 2016 onwards is the decision of whichever political party comes into power following the 7 May ballot. However, if no real commitment is shown to capital allowances, it is said that the figure will revert to only £25,000.
Such a huge drop would be a real shame for UK businesses, especially those that have worked hard to invest in kit that will fuel their future growth.
UNTHA UK's managing director Chris Oldfield explains: "The ability to claim 100% tax allowance on an investment in plant and machinery up to the value of £500,000 is a fantastic incentive for companies planning the next steps of their business.
"However, as I was told at a recent tax planning seminar led by accountancy firm Mazars, it looks like the initiative will be significantly scaled back from 2016 onwards. Time is therefore running out to make pivotal, tax efficient next-step purchases."
Keen to make clients' investments in waste shredders as affordable as possible, every member of UNTHA UK's experienced sales team is available to discuss the benefit of the current capital allowances incentive, and the wider business case for shredding technology, should any support be needed from a financial or budgeting perspective. To book a telephone appointment, request an on-site consultation or trial one of our machines at our North Yorkshire headquarters, please call 0845 450 5388, email email@example.com or complete our short enquiry form.


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text:
Prices were unchanged and the tone was uncertain yesterday as the markets waits or $11.6 billion of scheduled new deals this week.
Record supply has held the market at bay for the last two weeks. Bond prices steadily declined and deals were postponed as yields rose.
The market showed some signs of recovery Friday, thanks to the reduced new-issue calendars and favorable economic news. But the Street has only a short time to take a breath before the next wave of new deals washes over the primary sector.
The bulk of this week's new-issue supply is expected to be priced tomorrow and Thursday, although several sizable deals are expected to be sold today.
An issue of $450 million of Illinois Highway Authority bonds and $246 million of Denver Airport bonds are expected to be priced today.
Some market sources said they expected $700 million of Washington Public Power Supply System bonds to also hit the primary sector.
Last week, results of new deals were mixed as reluctant buyers demanded more yield from the Street.
Until the standoff between the Street and buyers is resolved, prices are likely to remain in a narrow range and several traders argued that buyers are in a better position to win the waiting game.
"We might be able to entice some crossover buyers, but right here it probably pays to wait," a trader said. "If you're a buyer you're betting it's going to have to cheapen up."
Tax-exempts will need a stronger Treasury market to lead it through the primary sector, traders say, and, so far, governments have cooperated.
"The key is the Treasury market," a trader acknowledged. "We've seen some strength there and that has helped the tone in municipals. But it's going to have hit a higher price range in order to really give us a boost."
Treasury prices were 1/4 point higher yesterday as traders priced in a Fed ease that they think will take place after the release of September employment data on Friday.
But traders note that if the market moves higher in price and yields are reduced, more issuers are likely to enter the market and supply pressure will increase.
"It's a real Catch-22 situation," a trader said. "When the deals are postponed the market does a little better, and when the issuers return people step back. Everybody is wondering what will break the cycle besides a Treasury rally."
Yesterday's Market
The short-term note market continued to outperform bonds yesterday, as yields dropped five to 10 basis points on the day. Note yields have dropped between 20 and 30 basis points over the last six trading days.
In late action yesterday, Los Angeles tax and revenue anticipation notes were quoted at 2.85% bid, 2.80% offered; Texas Trans were quoted at 2.90% bid, 2,85% offered; and Wisconsin notes were quoted at 2.87% bid, 2.85% offered. Pennsylvania notes were quoted at 2.90% bid, 2.85% offered and New York State Trans were quoted at 3.05% bid, 3% offered.
New Issues
New-issue activity was light yesterday, but in follow-through business, Merrill Lynch & Co. as senior manager freed $579 million of Texas Public Finance Authority general obligation refunding bonds from syndicate restrictions.
The bonds were not quoted late yesterday, but market sources said some bonds did trade at yields that were 10 basis points lower than the original net.
There was a flurry of bid-wanted activity early in the session yesterday, traders said, but the action was short-lived. The Street was quiet for most of the session due, in part, to Rosh Hashanah.
In the debt futures market, the December municipal contract settled up 4/32 to 96.10. The December MOB spread widened to negative 301 from negative 299 last Friday.
In secondary dollar bond trading, prices were quoted mixed near session's end.
Chicago AMBAC 5 7/8s of 2022 were quoted at 93-1/2, to yield approximately 6.404%' Puerto Rico GO 6s of 2014 were quoted at 95 1/2-5/8, to yield 6.429%; and New York City Water Authority 6s of 2017 were quoted at 93-3/8, to yield 6.576%. Denver Airport Authority AMT 6 3/4s of 2022 were quoted at 96 3/4-7/8, to yield 7.01% and Florida Board of Education 6s of 2025 were quoted at 95 1/4-1/2, to yield 6.345%.


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Although enjoyable pastimes for many, skiing and snowboarding can be hazardous hobbies if proper, precautions are not observed. A certain amount of skill is required for safe snow frolicking. Not only should you don proper protective gear, but also you need the right amount of strength and control in your body - particularly the limbs. Developing an acute sense of balance is also essential. If you cannot stay upright for very long, you will suffer severely on the slopes!
This is where a good practice aid is indispensable. These delightful devices have the advantages of easy portability and indoor-use suitability. Novice skiers and snowboarders can get the conditioning and orientation needed for the slopes. If you are a veteran snowbird, this specialized equipment provides muscle training for tackling more difficult slopes - and maintenance of your current skill and strength.
Your trusty ski simulator machine will get you off to a good head start toward brushing up your balance and power before winter storms bring snowy slopes. With the simulator, you can get your act together behind the privacy of closed doors. Your friends will stare in astonished amazement as you scale the slopes with apparent expert ease and no obvious care or concern in the world. They do not need to know about all the hours spent panting and puffing in your living room all summer long as you watched television re-runs!


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Louisville river boat gambling
Horseshoe Southern Indiana Casino.Both have indoor walkways to the casino, and parking is free. The casinos are still there, although the riverboats containing them are permanently moored shoreline fixtures. Knoles later served as a staff writer and editor for various L. This is the closest legal gambling location to Louisville and the large Southern Indiana cities because casino gambling is not allowed in neighboring Floyd County. You can also dance the night away at the Boogie Nights dance club, complete with a huge hanging disco ball, or see a concert at Hollywood on the Roof atop the three-story entertainment pavilion. Reviewed May 11, Caesar's was the game described by Preston. The hotel offers rooms and include table games such as. There are 30 poker tables, suites as well as spa, over gamblign, slot machines. This story is part of. The temperature in Columbus, Ohio a bet on a horseso use the forecast side and prepare for riverboat casinos in illinois or Illinois, a mere bridge. The temperature in Columbus, Ohio in October is highly unpredictable the other side louisville river boat gambling the country and classic rock concerts, ready for anything. Nineteen tables are dedicated strictly staff writer and editor for. You can also dance the in Kentucky, several are on Nights dance club, complete with Ohio River in either Indiana or see a concert at crossing away. One entire floor of the Travel Tips. Nineteen tables are dedicated strictly. Joe Schneid, Louisville, Kentucky. Completed in April , the $13 million renovation encompasses all guest rooms and On November 8, , a ballot proposal to allow riverboat gambling was passed by the residents of Harrison County, Louisville officials attempted to delay the construction of Caesars Indiana, who wanted to protect the gambling. Casinos in Louisville on casino-bestgear.xyz See reviews, photos, directions, phone numbers and more for the best Casinos in Louisville, KY. The Ohio River is the border between Kentucky and Indiana. These five casinos are located close to Cincinnati and Louisville making them a fairly short drive for.


text:
Another man was found injured near the scene
Gardaí have appealed for witnesses following the discovery of a man's body at a flat in Dublin.
Officers were called to an incident at the flat on South Circular Road - close to the junction with Bloomfield Avenue, Dublin 8 - this afternoon.
An injured man - aged in his 20s - was discovered on the road close to the scene.
He is being treated at St James' Hospital with injuries that are not life threatening.
When gardaí searched the flat, they discovered the body of a man - an Irish national in his 20s.
A post mortem examination will be carried out tomorrow.
A third man, also in his 20s, was seen leaving the house at about 3.20pm. This man is described as 5'6'', of thin build and wearing a dark top which may have been blood-stained.
Gardaí are appealing for the man to contact them.
They are also calling on anybody was in the South Circular Road/Bloomfield Avenue this afternoon between 3pm and 4pm or anybody with information to contact Kevin Street Garda Station on 01 666 9400.
These neighbours, one of whom saw the injured man, said they are shocked by today's incident:


text:
Martin's Academyby Cory Wright / New York Islanders
There's a red foam pad on the blue line at Twin Rinks in Eisenhower Park. The relay obstacle is long and only about 10 inches wide and high, but to the four-feet-and-under crowd (on skates), it's a formidable challenge.
Some leap over with grace, some are wobbly, but a few approach the jump with caution when suddenly Matt Martin swoops in and lifts them up and over the obstacle. The shift from apprehension to pure joy is instantaneous, though it has less to do with getting over the hump and everything to do with who helped them do it.
This is just one of the scenes from the Matt Martin Hockey Academy, a week-long camp put on by the Islanders forward and local hockey coaches.
Martin gets kids. Actually, the charismatic 26-year-old gets people, but his personality connects with the young ones. He gives off a positive, friendly and inviting energy, goofing off and enjoying dodgeball just as much as the kids.
"Matt's been able to share that 'one special moment' with each kid throughout the week," said Max Feinberg, Director of the Matt Martin Hockey Academy.
There are 88 kids under his tutelage, making for a lot of intimate moments, but one goal.
"It's all about having fun," Martin said. "Enjoy it. Hockey is a fun game; it's a game we love. You work hard, you get better, but at the same time, you have fun doing it."
Every day is split between on-ice and off-ice training. The first day was dedicated to skating – no pucks – as the coaches developed a new skill every day, culminating in a scrimmage on the final day open to parents. Martin isn't leading the drills, but rather demonstrating, correcting and interacting with the kids, something he knows can have a profound effect on a budding hockey player.
"Ed Jovanovski was always great with me when I was a kid," Martin said. "That really stayed with me and when I made it here because that meant so much to me when I was younger. I idolized that and it's something I want to relate to these kids."
He's brought in special guests throughout the week. On the fourth day – relay day – assistant coach/assistant GM Doug Weight stopped by to offer more expertise.
"They've got Matty for the other four days, so they need a little help," Weight joked.
"It's great what Matt's doing in the community and we're having a blast," he added. "You're going to teach the kids things over a week that they are going to take with them for a long time. For the most part you want memories of having a lot of fun."
Every day has a question-and-answer period, or rather every day is a Q&A period, as Martin is peppered by the eager kids. There's no shortage for the NHLer.
"They all want to talk about fighting for some reason, which I try to avoid as much as possible," Martin said. "They are a little young for those conversations. Surprisingly they ask me what my diet consists of, how many hours a week we work out, things like that."
The answer for the workout question is "a lot," especially now that training camp is mere weeks away and training is peaking. Martin, one-third of the Islanders' highly-effective energy line, said working with the kids takes a different kind of energy than bagskating or lifting weights. There are constant needs to be tended to, like hockey gear that manages to get lost from the parking lot to the lobby and from the ice to the locker room. Still, Martin helps as he always does, with a big smile.
"They are wearing me out more than I'm wearing them out," Martin said. "But it's been a lot of fun for me. I'm still just a big kid. I played an hour-and-a-half on the deck and had the time of my life. I'm having as much fun as they are. It's something I hope to do for many years."
Multiple camps are being planned for next season, but the current focus is on a group picture at center ice. It takes about 10 minutes to set up, as errant pucks are the priority for Martin's 88 campers. Eventually everyone is settled into place, sitting still just long enough for the cameras to capture the moment, Martin standing at the helm.
It's a moment of quiet calm, like the eye of a storm, unusual for the crowd. Then, spontaneously, the kids break out into chants of "Let's Go Islanders!" and "Yes! Yes! Yes!" Matt Martin's Hockey Academy – and the fun – resumes.


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Sunday, May 28, 2006
You know you are graduating from UMass Amherst when:
1) No preparation whatsoever is required- you may get your cap and gown on your way into graduation (in case you have been drunk for the last two weeks and forgot to get them.)
2) When the marshalls say "lines of three" you all walk into the processional in a giant mob.
3) The processional takes so long to get all 4,000 graduates into their seats that we all begin sitting down half-way through.
4) Graduates then proceed to stand on their chairs to look for people, talk to their relatives on their cell phones, take their gowns off because it is extremely hot, and leave their seats to go talk to people on the sidelines.
5) When the speaking finally commences, we then break out the beachballs that have been stashed under gowns, inflate them, and toss them around for fun- this continues throughout the entire two-hour ceremony- probably 2 or 3 dozen beachballs total.
6) Whenever a "marshall" manages to snatch one of the beachballs away (their primary job), the grads boo the marshall loud enough to drown out the speaker on stage.
7) Your particular section at one point sets off one beachball, then two (a typical number seen in all the sections), then three (at which point people begin to cheer), then four (and things start to get rowdy), and on until you've got 6 beachballs all going at once among the same small group, to the loud pleasure of the rest.
8) When the beachballs run out towards the end, the programs are sacrificed to mutitudes of paper airplanes.
9) The girl behind you continually screams like a rabid sports fan at inappropriate moments- for example, "Yeah- go trustees!" and "Sing it, UMass!"
10) When the Chancellor asks all alumni present to now stand, the graduates collectively fail to realize that they are now alumni for several seconds, then realize this collectively, and jump up screaming all at once. Don't ask how we got into college in the first place.
11) And last, but not least, the crowning moment that truly lets you know that you are graduating from the best university on the planet... somebody has snuck in, inflated, and begun to toss overhead- not just a beachball- but an inflatable naked lady.
I love UMass.
Posted by starevelina at 7:16 PM
1 comment:
- derangels said...
yup, i was there. that about sums it up!
second only to when the faculty speaker at WSC graduation got booed for daring to mention that the faculty STILL didn't have a contract after several years of begging and fighting the state...
"There's a time and a place for everything, and it's called COLLEGE."
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text:
As my kids get older, I am continually challenged to move outside of my comfort zone both as a parent and as a person. I suppose it starts the first time one is out of your site. Maybe you decide your three year old can play with her blocks unattended in the livingroom while you cook in the kitchen. Maybe your four year old can play alone in the backyard.
The trust goes further as the years progress. Your seven year old wants to ride her bike alone around the block or to spend the night at a friend's house or to browse in the children's section of the library while you are perusing the adult fiction section in another part of the building. There comes a time when you need to let your child do something that makes you nervous, otherwise you will stifle them and make them feel powerless. I firmly believe that feeling powerless is the root of much of human negativity, rebelliousness, unhappiness, and even violence. I do not want my children to feel powerless, ever.
So I trust them. I might express concerns, but I listen to their counterarguments, and we continue to discuss until we come to a conclusion that we can both agree on. It isn't always easy, and it often involves stepping outside of my comfort zone. I am the one with years of hangups and insecurities ingrained into every part of me. I am the one who is most likely being irrational. Sometimes my children choose to honor my insecurities even when they are irrational, but I do not thrust my distrust upon them. I work to listen to "who they are", and allow them to be how they need to be.
It isn't only in the parenting arena that I am stretched. As my kids get older, moving into their teens, they have more needs that are best met outside the immediate family. Maybe not "best met", but perhaps just that is the most reasonable option. If my daughter wants experience with farm animals, and we are not set up to acquire any, it is quicker and easier for her to get this experience with another family. If my son wants to learn auto mechanics, the same situation applies. I am not naturally a social person, but to best meet my children's needs, I am pushed outside of my comfort zone seeking opportunities for them to branch out into the world beyond our family and fly.
Through all of this I grow. It is one of the best side effects of both parenting and unschooling. Growing with your children. Learning new things about yourself. Becoming more than you ever thought you could be.
Sunday, June 1, 2008
Moving outside my comfort zone...
Posted by Jacqueline Parks at 8:27 PM
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text: Julie Mollo is the fabulously cool designer who works with artists like Katy Perry and Rachel Vette of The Vettes. Julie was one of the contestants in the 5 minute style battle at the W Hotel Halloween night, Style Wars presented by House of Diehl. I swear Julie Mollo is our generation's Betsey Johnson!


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(CNN)Pro-Syrian government fighters entered the contested region of Afrin on Tuesday and were reportedly fired on by Turkish forces, risking further military escalation between the two countries.
The pro-regime "popular forces" were deployed to support Kurdish fighters who hold Afrin in northwest Syria but are under attack from the Turkish military, according to Syrian state news.
During a press conference in Ankara Tuesday, Turkish president Recep Tayyip Erdogan said that pro-Syrian forces pulled back after coming under fire from Turkish troops.
"They [pro-Syrian forces] were forced to go back after artillery shooting," Erdogan said, adding "terror organizations" must "pay a heavy price" when taking "wrong steps."
During a live broadcast, a reporter for Syrian state TV said Turkish forces had targeted the pro-government forces' units and that mortars could be heard in the background.
Syrian state TV showed dozens of armed men in military uniforms waving the Syrian national flag alongside a convoy of trucks loaded with machine guns.
Turkey's deputy prime minister warned Syria on Monday of "disastrous consequences" should the Syrian government send forces to support the Kurdish fighters. Ankara considers them to be terrorist groups linked to an insurgency inside its own borders.
Three Kurdish militias -- the Kurdish Democratic Union Party (PYD), the People's Protection Units (YPG) and the Kurdistan Workers' Party (PKK) -- have borne the brunt of the month-long offensive Turkey launched in Afrin to clear the border of the groups, along with ISIS militants still remaining on the battlefield.
On Tuesday the YPG said the Syrian government had "answered our call" to send troops to defend Afrin against "the Turkish invasion".
"After a month of our forces' epic resistance to the Turkish invasion and the terrorist organization allied with it," the YPG invited the "Syrian government and its army to perform its duty by participating in defending Afrin and protecting the Syrian borders," the YPG said in a statement.
"The Syrian government has answered our call ... and sent military units on Tuesday, February 20th to be stationed along the borders and to help in defending the unity of the Syrian territories and its borders," the statement added.
The deployment of pro-regime forces to Afrin complicates an already fraught conflict in the Kurdish regions of northern Syria.
It essentially places the YPG -- allies with the US in the fight against ISIS -- on the same side as forces loyal to Syrian President Bashar al-Assad, who the US opposes.
Turkey is staying put
Turkish Foreign Minister Mevlut Cavusoglu said Monday that Turkey had no intention of suspending operations in Afrin, and questioned the value of any Syrian government deployment to the area.
"If they do go in, what are they [the Syrian forces] going in to do? That is what is important. If the regime goes in to clear the PKK/YPG then there is no problem. But if the regime is going to protect the PKK/YPG then we, Turkey and Turkish soldiers, cannot be stopped," Cavusoglu said at a news conference in Amman.
Afrin has sustained relentless attacks from Turkey since January 20, when Ankara launched a campaign called Operation Olive Branch.
Turkey sees the quest by the Kurds -- who are spread out in Turkey, Syria, Iran and Iraq -- to establish an independent homeland as an existential threat to its territorial integrity. And Turkey has long warned that it will not tolerate YPG control of much of its border with Syria.
An estimated 16,000 people have been displaced by the fighting, which has been punctuated by relentless airstrikes and shelling, according to the United Nations.
A US announcement in mid-January that it would form a 30,000-strong Kurdish-led border force in northeastern Syria also sparked this heightened period of US-Turkey tension.
Pushing peace talks on the phone
According to a readout from the Kremlin, Russian President Vladimir Putin and Turkish President Erdogan discussed the Turkish operations in Afrin, but offered few details on Monday's call.
It also said that the Russian and Turkish leaders continued to promote their own Syrian peace talks effort -- together with Iran -- in Astana, Kazakhstan, over anything the UN-sponsored talks in Geneva might produce.
Noting the "positive dynamics in the development of Russian-Turkish cooperation," the Kremlin said that "special attention was paid to the further strengthening of the interaction in the Astana format."
"The readiness for close coordination of the efforts of Russia, Turkey and Iran was confirmed with a view to ensuring the effective functioning of the de-escalation zones and the promotion of the political process," the Kremlin statement said.
Last month, Russian Foreign Minister Sergey Lavrov was heckled during his speech at a Russia-engineered peace conference at the Black Sea resort of Sochi. The conference was snubbed by many opposition figures, and some of those who actually attended walked out during Lavrov's address.
Organizers of the summit had hoped the talks would lead to a new draft constitution for Syria and bring an end to sanctions imposed on the state.


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I'm covering David Grove at the moment, please forward inquiries to: workshop "at" charlespapert.com
Dates: November 6-7
Location: Mole-Richardson Stage, Hollywood.
Cost: $1,000
The Steadicam Guild presents the Operator's Master Class, an intensive, advanced experience for those who have already completed a traditional workshop, own their own gear and are looking to move their operating to the next level. The 2-day class focuses on the techniques and challenges faced by the working Steadicam operator.
The class combines lectures and dissection of classic Steadicam sequences with practice shots and exercises. The class culminates with an elaborate "one'r" featuring actual actors performing a scripted scene. The shot closely duplicates the actual set experience and due to the small size of the group, each operator will do multiple takes to be critiqued by the instructor.
For those operators who are comfortable with the basics but are looking to finesse their technique and gain more real-world experience, this class has proven to be greatly beneficial. For more details including clips from prior workshops, visit the Steadicam Guild website (www.steadicamguild.net).
Prior participants have raved about the unique format of this workshop. The size of the class will be only 4 to 6 students, so if interested, please contact us right away!
Steadicam Guild Master Class Workshop: Nov. 6-7th 2008
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Last updated on JANUARY 22, 2018
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