text:
Life Time Fitness, Inc. (NYSE:LTM)
Q4 2008 Earnings Call
February 19, 2009 10:00 am ET
Ken Cooper – Vice President Finance
Bahram Akradi – Chairman of the Board & Chief Executive Officer
Michael R. Robinson – Chief Financial Officer & Executive Vice President
Paul Lejuez – Credit Suisse
Scott Hamann – Keybanc Capital Markets
Karen Howland – Barclays Capital
Jaison Blair – Rochdale Securities, LLC.
Hardy Bowen – Arnhold & Bleichroeder
[Unidentified Analyst – Morgan Keegan]
Welcome the fourth quarter and full year 2008 Life Time Fitness earnings call. My name is Ericka and I'll be your coordinator for today. At this time all participants are in a listen only mode. We will facilitate a question and answer session towards the end of this conference. (Operator Instructions) I would now like to turn the presentation over to your host for today Mr. Ken Cooper, Vice President Finance.
Ken Cooper
Thank you for joining us on today's conference call to discuss the fourth quarter and full year 2008 financial results for Life Time Fitness. We issued our earnings press release this morning. If you did not obtain a copy you may access it at our website which is www.LifeTimeFitness.com. In a moment Bahram Akradi, our Chairman and CEO will discuss his thoughts on our performance in 2008 and our expectations for 2009. Following that Mike Robinson, our CFO will review financial highlights in greater detail including specifics on our 2009 expectations.
Once we have completed our prepared remarks, we will take your questions until 11 am Easter Time. At that point in the call Erika will provide instructions on how to ask a question. I will close with a tentative date of our first quarter 2009 call and our annual shareholders meeting. Finally, a replay of this teleconference will be available on our website at approximately 1pm Eastern Time today.
Before I turn the call over to Bahram I'd like to remind everyone that this call contains forward-looking statements and future results could differ materially from the forward-looking statements made today. Actual results may be affected by many factors including the risks and uncertainties identified in this morning's earnings release and in our SEC filings.
Concurrent with the issuance of our fourth quarter and total year earnings results we have filed an 8K with the SEC. Certain information in our earnings release and information disclosed on this call constitute non-GAAP financial measures including EBITDA. We've included reconciliations of the difference between GAAP and non-GAAP measures in our earnings release and our Form 8K. Other required information about our non-GAAP data is included in our Form 8K.
With that, let me turn the call over to our founder and CEO Bahram Akradi.
Bahram Akradi
2008 was a bitter sweet year for our company. We had many significant accomplishments, we also had tremendous challenges and overall it did not meet our expectations. There are things we did well and some things we did not perform to our satisfaction. We spent significantly more money on marketing and member acquisition costs to offset rising attrition rates. Meanwhile, we grew our memberships during this tough time.
We introduced some targeted membership initiatives that helped bring in membership counts and market share. They worked yet, they reduced our incremental average dues. The combined effect of higher acquisition and marketing costs with lower average dues resulted in a revenue shortfall that dropped to the bottom line and lowered our fourth quarter earnings significantly below our expectations.
This is obviously something we are focused to change. Radical macroeconomic change in the second half of the year did not allow us to react and adjust our marketing acquisition cost accordingly and as quickly as we would have liked. We're changing this at this time. We're already deep in process to adapt and improve our marketing efficiencies and acquisition costs to better match with the new conditions. While we're still committed to achieve our membership goals and increase our market share.
Additionally, we're making micro adjustments to the new membership programs we just introduced to make sure we achieve an average dues rate consistent with our internal goals. However, we're not stopping here. From our corporate office to the field we have prompt and strong measures in place to identify and eliminate unnecessary costs without damaging the member experience we want to deliver or the brand we have worked hard to create. We will be mindful to not cut muscle but we will also not tolerate waste or inefficiency.
As it relates to our center growth plan, we have a number of centers under development construction. These centers will be constructed at a rate that will be comfortable and safely within the boundaries of our cash flow generated by operations and our current credit facilities not any faster. As it relates to future growth prospects, all I can tell you today is that we will be extremely cautious and selective in what, where and when. As the visibility to credit markets get better, we will be more clear with our expansion plans.
Now, I would like to end my comments on a great note. Our achievement in 2008 were many. We opened 11 state of art centers in a number of new and existing markets. We saw the success we can have on the east coast with the initial ramp of our Florham Park Club which opened in November and the early results of Berkeley Heights Club opened a few weeks ago.
We finished the remodels of nearly all our recently acquired clubs which brings these clubs back to the forefront within the communities they serve. We generated a 7% increase in our revenue per membership and nearly 5% increase in our revenue per membership for the year. We rolled out one of the most expansive member only website available to consumers in the health club space.
We presented over 50 healthy way of life events such as indoor triathlons to customers. We delivered over $270 million of debt and sale lease back capital. There was much to be proud of. In closing, we firmly believe in our business model it has proven to be resilient and successful. Our most valuable asset, our membership base, maintains strong usage levels and our feedback from our members continues to get better.
We are a very profitable company we intend to stay that way. With that, I will now turn it to Mike Robinson our Chief Financial Officer.
Michael R. Robinson
I would like to start with just a few thoughts on the impacts from the economy. At Life Time Fitness we believe the economy is a factor, it's not an excuse. Accordingly, as I continue my comments you will not hear many references to the economy rather, I will provide you with specific thoughts and candid explanations on trends and results.
As I'm providing details on our fourth quarter and full year 2008 performance, I will provide 2009 guidance throughout my comments as appropriate. For the fourth quarter, total revenue is $194 million up 13.4% from last fourth quarter. We were up 17.4% for the year to $769.6 million. Our revenue growth in the quarter continues to be driven by two main factors including membership dues growth of 14.5% and 17.2% for the year.
Although the gap between dues growth and membership growth is the lowest in the past seven years, membership dues growth is still greater than our membership growth of 13.6%. Membership dues came in under our internal expectations for the fourth quarter primarily as the result of more individuals than typical and the introduction of lower price dues programs including a membership level targeted at an underserved demographic, individuals 21 to 26 years old and a team member friends and family program.
In center revenue grew by 13.1% in the quarter and 19.7% for the year. We did see deceleration of growth of personal training, Life Café and Life Spa in the fourth quarter. For instance, personal training grew over 20% for the year but the fourth quarter growth was closer to 10%. As we have seen throughout 2008 spa growth was our most affected business growing slightly in the fourth quarter and 6% for the year.
In 2009 we expect in center businesses will continue to grow as we ramp our membership levels and the accompanying in center activity in immature clubs. However, we also expect in center revenue per membership to reflect the same trends we saw late in 2008 namely flat to negative comparisons.
Let me also take a minute to provide some highlights on other revenue metrics. Memberships at December 31, 2008 totaled 567,110 which is an increase of 13.6% from last fourth quarter. Our membership growth rate was up from the 13.2% growth rate in the third quarter.
For a perspective on our membership growth our clubs in ramp are growing pretty much according to plan. A club like Florham Park is performing about 10% ahead of our internal plan. A club like Vernon Hills in Chicago is about where we expect and a club like City Center in Houston is below plan as we have not been able to catch up yet from the effects of Hurricane Ike this summer.
Mature club memberships have come down slightly but this has been partially offset by the performance of our acquired clubs that had remodels completed. For 2009 we expect membership growth in the mid single digits commensurate with our unit growth rate. With respect to revenue per membership, we generated a 30 basis points increase to $345 in the quarter. For the year, revenue per membership grew 4.9% to $1,427 which is approximately $119 per month.
For 2009 we expect this to be flat to down slightly given recent trends and the membership mix shift we saw in the fourth quarter. Our in center revenue per membership was roughly the same as last fourth quarter at $93. For the year, in center revenue per membership grew 7% to $414 or about $35 per month. We saw our membership base continuing to use our fee based programs and services due to their effectiveness. However, clearly our members have taken pause in what we feel is their most discretionary dollar. We expect in center revenue per membership trends to be flat to down also in 2009.
We were flat on same store sales for the quarter and we were down 5.2% on our 37 month mature same store sales. This was driven by lower membership levels, dues mix and lower in center sales. For the year we generated growth of 2.8% for 13 month same store sales and we were down 2.8% for the 37 month metric. For 2009 we expect recent trends to continue with potentially negative comps.
Before moving to margins I want to make some comments regarding any regional impacts we're seeing. Predominately center performance has held up well with usually one to two centers in a market showing more signs of lower revenue and profitability and others. These clubs are typically on the low end of the demographic range for us.
In the fourth quarter, using same store sales and attrition rates as our proxy, we did see more pressure in markets such as Detroit, Houston and Phoenix. Although this is consistent with what we have seen other consumer businesses experience for the most part, we are still looking closely at these markets in particular to monitor performance levels.
Moving to our margin analysis, let me start with a discussion of the $0.08 charge per share that we incurred in the fourth quarter. These costs totaled approximately $5 million pre-tax and resulted primarily from the reduction in future center development. On the employee front we laid off approximately 100 team members mainly in construction, development and our training teams. This resulted in approximately $0.01 per share of costs between G&A and center operating expenses.
For site development we are typically pursuing many sites for possible club openings. Once deemed probably these costs are capitalized and reflected within other assets. We made the decision to remove several of these sites from the development consideration. This resulted in approximately $0.05 per share or a little over $3 million pre-tax of additional G&A expense in the quarter.
Lastly, we have assets which we have made available for sale where we took a lower of cost or market adjustment. We recognized approximately a $0.02 per share or a little over $1 million pre-tax charge to reflect current market value primarily in depreciation expense. The clubs operating margin decreased to 15.1% to 22% as compared to the prior fourth quarter.
For the year our operating margin is decreased to 19.1% from 21% in 2007. The main drivers of this margin decrease in the quarter were the charges I just discussed, roughly $4 million of incremental rent due to the sales lease backs and rent on clubs recently opened and incremental membership acquisitions costs. This was offset slightly by approximately $1 million of lower depreciation that went away with the sale lease back transactions.
As we look to 2009 we expect lower operating margins driven primarily by lower center operating margins coming from higher member acquisition costs, the recent dues mix trends and increased occupancy costs from the sales lease backs that we did in August and September 2008. As a reminder, we'll incur approximately $17 million of annual rent for those two transactions. We offset approximately $4 million of depreciation annually due to these transactions as well as lower incremental interest expenses.
Further, we expect G&A leverage to come in 2009 as we maintain a very flat organization. This has been a hallmark of ours for the past five years. Marketing is expected to be relatively flat as a percentage of sales. We expect depreciation expense as a percentage of revenue to be up driven by the completion of the remodels of the seven leased centers, higher center investments and deceleration of growth rates in comparison to the cap ex increase.
Interest expense net of interest income increased to $8.2 million from $6.4 million last fourth quarter as we grew our new center base and our corresponding average debt balance during the quarter. For the year total interest expense was $29.5 million as compared to $25.4 million last year. We anticipate interest expense to increase in 2009 as our average debt balances are higher compared to the prior year and we recognize lower capitalized interest as we reduce our construction progress.
Our tax rate for the quarter was 39% as compared to 39.7% last fourth quarter. For the year our tax rate was 39.7% compared to 39.9% for 2007. We expect our 2009 effective tax rate to be approximately 40%.
Net income for the quarter was $13 million compared to $19.1 last fourth quarter down 31.7%. Our net income margin for the quarter decreased to 6.7% from 11.1%. For the year, net income was $71.8 million up 5.6% and our net income margin has decreased to 9.3% from 10.4%. Total weighted average diluted common shares was 39.2 million shares for fourth quarter. For the year our average diluted common shares totaled 49.3 million. We expect our total 2009 share count to be approximately 40 million shares.
Based on our 2008 fourth quarter weighted average share count our diluted EPS for the quarter was $0.33 down from $0.48 in the fourth quarter last year. For the year, our EPS is up 3% to $1.83. Moving to operating data, our 2008 attrition rate was 42.3% and accordingly we changed our estimated average life of a membership in the fourth quarter to 30 months. The number of open centers at December 31, 2008 was 81 compared to 70 at December 31, 2007.
Our current number of open centers is 83 with our Berkeley Heights New Jersey and Atascocita Lake Houston Texas centers opening in early February. Of the 83 centers, 50 or 60% are our large current model and only 55% of all centers have been open three years or more which we classify as mature centers.
In 2008 we grew our square footage 18.7% to 8.1 million square feet as compared to 6.8 million square feet we had at the end of 2007. In 2009 we planned to grow approximately 6% to 8% or 500,000 to 700,00 square feet. EBITDA totaled $50 million in Q4, down 6.8% from the last fourth quarter. For the year, EBITDA was up 12.1% to $221.5 million. EBITDA margin for the quarter was 25.8%. Our EBITDA margin for the year was 28.8% which is down 130 basis points from 2007 primarily due to the sales lease backs during the year and the charges discussed earlier.
Cash flow from operations totaled $183.1 million in 2008 which grew 28.8% from the $142.2 million generated in 2007. This 28.8% improvement in our operating cash flow compares favorably with our EBITDA growth rate of 12.1% and was driven by favorable cash tax treatment from accelerated depreciation on assets placed in service in 2008. Cash flow from operations in the fourth quarter totaled approximately $39 million compared to approximately $35 million in the fourth quarter of 2007.
Cash outlays for capital expenditures for the quarter were $104 million. For the year we paid a total of $464 million in total capital expenditures. During the fourth quarter our overall debt balances grew by approximately $66 million to $713 million as of December 31st. Our net debt to capital ratio was 52% for the fourth quarter as compared to 50% for the third quarter.
In capital structure news, our entire team is very proud of our achievements in 2008 as we raised in excess of $270 million of capital in the form of debt and sales lease back transactions. Although the credit markets remain very difficult, we still see some semblance of activity. In December, we added a single club mortgage and some equipment leasing. In addition, we're working on several other mortgages and a sale lease back transaction. Generally, we're dealing with local banks and investment groups on these deals.
We're focused on finding the best use of capital for the company. From a cost perspective we believe they will be within our expectations and goals, if not we stand ready to slow down our new club growth even more. As of December 31st we had approximately $55 million in cash and availability on our revolver and as of today we have 33 large centers with an asset cost on our balance sheet well in excess of $500 million with no mortgage financing against it.
During the pre-earnings call on February 5th I commented on our revolver credit facility covenants. Because of the flexibility we have and the timing of capital expenditures and the strength of the cash flow delivery of our business, I'm comfortable with our covenant position. We have room in these covenants even at the low end of our guidance. However, I'm comfortable in telling you that if we are directionally headed towards the low end of our guidance we will be slowing our cap ex spend even further.
Before I move to our 2009 guidance discussion I'd like to make a few balance sheet comments. Accounts receivable was up $1.6 million for the year and $800,000 sequentially from the third quarter. This increase is related to the growth in our corporate businesses. As you know, we do not have accounts receivable on our core business, that being memberships because all members are on EFT and we recognize only cash received as revenue.
Pre-paids and other current assets are down $5 million for the year and are down $4.5 million sequentially from the third quarter. This was driven by a reduction in land that we intended to sell in the next 12 months of approximately $5 million during the year and as a result of sales completed and transfers to long term land held for sale but a projected sale did not occur.
Other assets are up $7 million for the year but down $6.2 million sequentially from third quarter. This year-over-year growth is related to increased property held for sale, both transfers from other current assets as well as property purchased in 2008. The sequential reduction is driven by a decrease in development cost capitalized for future center development which was part of the charge I previously discussed.
Accrued expenses decreased $.8 million from last yearend and more than $9 million sequentially from the third quarter. The sequential change is driven primarily by changes in accrued taxes. Deferred revenue reduced 5% year-over-year. This is a direct reflection of the lower enrollment fees we are currently charging to attract new memberships. Deferred membership origination costs grew 11% year-over-year. Deferred origination costs are growing at a much slower rate than previously because we are experiencing more direct costs in excess of our enrollment fees which we expense immediately.
With that, let me turn our attention to our guidance for 2009. First, from a development perspective we currently plan to open up to six centers in 2009. The total number we opened will be dependent on our cash flow and the credit environment. We have the flexibility to change our cap ex spend and will proceed with prudence. We've already opened two of these centers, one in Berkeley Heights New Jersey and the other in Lake Houston Atascocita area of Houston Texas.
We have control over the timing of construction of these centers so the actual numbers of centers we open will be dependent on our cash flow, operating cash flow and debt levels. If we're able to maintain our strong operating cash flow or bring in additional cost effective financing we will continue on our build schedule.
I know you are all looking at a downside scenario as are we. To the extent our operations take drastic changes to the negative, we are positioned to open up one more club and then hold indefinitely on the remain clubs under construction. As we look to 2010 we will use the same cautious approach.
Regarding our specific financial guidance. Our revenue guidance is 8% to 12% growth which equates to approximately $830 to $860 million. We expect net income of approximately $60 to $68 million. This results in diluted EPS guidance of $1.50 to $1.70 per share. Our cap ex guidance is approximately $150 to $200 million in 2009 of which we expect approximately $35 to $40 million will be the maintenance of our existing club base. This works out to be approximately $3.50 per square foot for our centers and about $10 million in corporate initiatives.
Total new construction cap ex will be approximately $110 to $160 million. We plan to fund these capital expenditures with cash from operations and our revolving line of credit. Please keep in mind we could reduce this cap ex spend well below these guidance numbers if necessary. That concludes our prepared remarks regarding our fourth quarter and full year 2008 financial results.
On behalf of our entire executive team I want to thank our national base of team members who deliver upon our member experience and business operation expectations. We all remain very excited about the future of Life Time Fitness. We are pleased to take your questions now.
Question-and-Answer Session
(Operator Instructions) Your first question comes from Paul Lejuez – Credit Suisse.
Paul Lejuez – Credit Suisse
Can you guys maybe talk about, just to use as an example, a club that was performing well that has suddenly turned on you and one that you are disappointed in? You don't have to name it I just want to try to get an understand about the kind of revenue declines that you've seen in that club, how has attrition changed, how are you able to cut the staff, if at all, at this point and what happened to the four wall EBITDA, just so we have an understanding of the types of declines we might be seeing at what might have previously been a strong club.
Michael R. Robinson
I'm not going to point to a specific club but I'll give you a general idea. We talked about a few of these in the past. A club might be seeing somewhere between 5% and 10% lower revenue coming from a few percent drop in membership levels. As you go from that level down to EBITDA where we expect a mature club to be delivering in the high 30% EBITDA margins, that club is probably now delivering in the lower 30% EBITDA margins.
Key changes include things that we talked about before, we're seeing an attrition rate that may have been running in the mid 30s up to over 40% and the replacements in new memberships coming in are coming in at a little bit lower average dues so those are the big drivers for that. I do want to stress though that as we look up and down all of our open clubs, the margin rate that we are seeing is still what I would call a very good margin rate. Again, like I mentioned the EBITDA rate that we're seeing is still above 30% in those clubs and in this environment I think we're pretty proud of that.
Paul Lejuez – Credit Suisse
That attrition rate that you give is a weighted average so presumably there are some clubs that are above that. I'm just wondering how many of them are at a 50% attrition rate for example.
Bahram Akradi
That's a great question. Very, very few and those are clubs that the bulk of our membership is a single membership. The single membership clubs have always had a higher attrition, just the nature of the single member has the highest attrition then the couples a little less and then the families is the lowest in terms of attrition. So, the clubs that have had single population at large they were probably in the past in the 40s and now they're over 50. But, there are very few of our clubs are that way.
Your next question comes from Scott Hamann – Keybanc Capital Markets.
Scott Hamann – Keybanc Capital Markets
In terms of the enrollment fees cap falling in to center ops can you quantify what the actual impact was for the fourth quarter and the full year and kind of in this environment where I assume you're going to keep enrollment fees pretty close to zero what your expected impact would be for 2009?
Bahram Akradi
I'm going to give you color first and Mike is probably going to give you some numbers. During the 2008 as I have mentioned since the day we went public, during the recessionary time the easier thing to do is to just lower the enrollment fee and allow people to get in and try to keep them in our particular case through our great programs, great experience and programming. In 2008 we saw deterioration in attrition and then unfortunately in the fourth quarter instead of us being able to rein that back in it ramped up dramatically and the entire fourth quarter it just kept getting worse instead of better.
So, what we have done is generally lowered the initiation fee and increased the marketing cost to go ahead and attract new members to replace. Having spent the number of years I've been in the business I have no problem knowing that we can continue to get more memberships in the door via more aggressive marketing, more aggressive promotions, it's not where I would like us to be and it's not where I would like us to end. We would really like to be able to normalize the attrition to the level where we don't have to spend nearly as much on member acquisition.
To that effect, some of the changes we made, some of the moves we made in the late 3Q and 4Q were very quick changes to deal with a very radical change in the macroeconomic and therefore the results where a little less than our expectation and of course they have huge impact on the P&L but we have been working literally seven days a week this year on making, as I mentioned in my comments, macro adjustments on how these promotions run, how we work on the marketing and how we work on the enrollment fees so that we put in the proper controls in place and therefore I don't believe we have as much of a risk on the upside down scenario that we experienced latter half particularly more aggressively in the second half of last year in the cost of acquisition versus the enrollment fee.
So, that's in my opinion going to be completely under control unless the macroeconomics get dramatically worse again and we would have to make additional shifts and I can't talk to that. But, if things stay the way they are now, not getting worse I believe we'll be able to control that better. Now, I'm going to give it to Mike to give you some numbers he might want to share with you.
Michael R. Robinson
What you're specifically I think referring to is what's the affect on center operating expense and the driver for that is when you reduce the enrollment fees and those enrollment fees go below the commission that we pay to our sales people rather than defer those direct costs we expense the excess. For last year for the total year that ran about roughly 1%. That was about a 1% drag on your center operating expense and that did increase in the second half of the year.
Scott Hamann – Keybanc Capital Markets
Just on cap ex, if things do worsen up here pretty quickly, I know you can trim back your growth plans, how much – you probably incurred some capital expenditure in the past for these two clubs that are already open so how much about the $35 to $40 million in maintenance cap ex could you get that number down to for the full year?
Michael R. Robinson
I think we could get the full year down to well below $100 million.
Your next question comes from Karen Howland – Barclays Capital.
Karen Howland – Barclays Capital
You talk about how some of your initiatives this past quarter as far as lowering your dues level drove membership growth but you're not reverting that presumably no longer offering those initiatives to drive higher member growth. Can you talk about the profitability of those members versus the lost members entirely? I would think in this market environment you would continue to try to drive member growth even if it is at a lower profit level.
Bahram Akradi
I did not tell you we are eliminating the promotion. What I did say is that we would make micro adjustments. I think we can do better, we may have given discounts in places we don't need to give to get the memberships that we have gotten and in center areas we need to continue to give those discounts to get those membership counts.
So, it's just having a little more time now that things have settled, that the dust has settled to go through club by club, market by market as I have done with my marketing team all of the last two to three weeks and really comb through our facilities one club at a time, one market at a time to make sure we can think through with much more detailed thought process and focus rather than kind of a one block introducing a membership type.
But, we're not going to eliminate them we're just going to micro adjust it so that we can get better yield where we can get it and still get the membership and use those same prices where we need to use them to continue to get the membership count.
Karen Howland – Barclays Capital
So, it sounds like you're going to continue to be promotional to try and drive membership growth but perhaps a little bit more strategic.
Bahram Akradi
A lot more strategic.
Karen Howland – Barclays Capital
Then are there any cash costs associated with if you do decide to go from the six centers that it sounds like you're tentatively planning to three centers this year? Are there any costs of deferring that growth?
Michael R. Robinson
What you would do is you would slow the construction growth of those other centers so you would have some slight carrying costs but it's not significant.
Karen Howland – Barclays Capital
When you say not significant is it less than $5 million?
Michael R. Robinson
It's going to be less than $5 million or so.
Bahram Akradi
We already have four clubs that as Mike has said, three to four clubs that are remaining for this year's opening schedule right now. We are moving very, very cautiously on the construction of those facilities and we're watching the credit market and the internal cash flow and again, as we have repeatedly said, we have the control on slowing those furthermore or ramping them up a little bit more if the total comfort that the cash is available either through future financing or great cash flow operations. Otherwise, we just want to keep a certain amount of cushion in our dollars that we have available to us.
Karen Howland – Barclays Capital
Final questions, I know that you said that center operations margin should continue to deteriorate throughout the course of this year. If I think about an operating expense per center, is there any reason that would stabilize or should that continue because of the higher rent expense continue to grow as well?
Michael R. Robinson
On a per center basis again, if you spread those occupancy costs across all the centers rather than the specific centers that they were there, you are going to see on average cost increase in center operating expense. So, that would stabilize as we anniversary that in the August/September time period. Then, the other drivers to that increase in the cost side have been in 2008 membership acquisition costs and as Bahram talked about there, that grew through the year so I would expect there to be a little bit of pressure on that early in the year. But again, as we start to anniversary that, that would stabilize also and hopefully come down as we work hard on a number of the initiatives there.
Your next question comes from Jaison Blair – Rochdale Securities, LLC.
Jaison Blair – Rochdale Securities, LLC.
A couple of quarters ago you guys mentioned that approximately 25% of your membership base was categorized as inactive. Would you say that that number still kind of stands?
Michael R. Robinson
No, we don't discuss the actual split of that but given the usage patterns that we continue to see at our clubs, we believe that that level is actually coming down and it makes sense that it would be coming down.
Jaison Blair – Rochdale Securities, LLC.
I guess the question I have for you is that quarter-over-quarter from the third to the fourth quarter your average memberships per unit dropped from 7,053 to 6,833 which is a pretty sizeable, I guess it's about 3% and your average dues per membership were also down about 3%, in center membership was down about 12% . I continue to hear from management that you have a high level of variable costs, that there are a lots of levers you can pull and I think there are a lot of number crunchers that think boy we could reduce all the costs out of the business.
But as Bahram say you're really unwilling to cut the muscle which I agree with because as soon as you really start to cut advertising expense my guess is your churn is harder to replace. However, during the quarter the sports fitness family recreation operating expenses were only down slightly from $211 in the third quarter per membership to $209. Now, some of that may be the sale lease back that you did in the third quarter but I guess I was expecting to see that number drop further especially given the decline of in center revenue.
Then, I guess the other question is you talked about being more efficient with your advertising which that was up double digits year-over-year so if you could kind of help me figure out – the data is not pointing to that you've got all these levers to pull and all these variable costs. The data is saying that your cost per membership were pretty stable while your revenues per membership have started to come down a bit.
Michael R. Robinson
I think there are a lot of points in there, let me try to address those one or two at a time here. From a 30,000 foot perspective you are right, the biggest driver that we saw outside of the charges that we took, outside of the sale lease backs and the expense there that sits in the center operating expense, the bigger driver that we saw was the fact that our incremental revenue per membership or our incremental dues came down and that's going to put pressure on those margins especially if most of that cost base is built based on usage.
So, if the members are using the clubs at the rates that they continue to use the clubs and the membership growth is there then we're much more limited and not to say that we don't have opportunity but we're much more limited in some of the variable cost portion of the business. So, the big driver to this is that we've seen average dues come down a bit mainly driven by the programs we introduced later in the year but our usage levels remain high.
Let me go back to a couple of statistics you talked about earlier and I think the first one you threw out was the average members per center. When I talk about that I always caution people about that because of the number of open centers that came in, for instance we opened four centers in the fourth quarter, we opened three centers in the third quarter, those as you would well expect have levels of membership that are significantly below the averages.
When you open centers like that, that's going to draw those averages down. So, I just caution people to make sure that when you're looking at a number of these statistics that you keep the timing of club openings. The fact that these clubs take three years or so to ramp up etc., all are going to affect some of those numbers.
But, picture Jaison I think it's important to say that you are correct, there has been more stress on that operating margin really coming from outside of some of the things that I talked about before, coming from the fact that usage levels remain high yet we saw some incremental reduction in average dues and those are things that Bahram talked about earlier. Some of that is driven by the environment that we're in and there are things that we will be doing, have been doing to try and moderate that.
Bahram Akradi
Let me add a little bit of color about your advertising comment. As I mentioned I don't particularly took any credit for being efficient in marketing in the last five months or so. We basically had to react to what was going on out there and throw a lot of money at marketing, throw a lot of money at promotions, paid a lot of money in commissions to try to bring in a significant number of memberships to offset a significant membership loss.
To generate 13% membership growth you just can't be doing that in this environment unless you're spending a lot of money. That money eats away at your margin. I don't think that these are particularly fun times or business as usual. I think you're very, very astute and you're making great comments but the focus on our advertising efficiency and control of the acquisition costs and the balance of where we deliver the discounts and where we don't, I think those things that now that things have settled down we have the ability to actually get focused on bringing more excellence in our thought process than we utilized in the 4Q.
So, I feel great about the actions we're taking. I am cautious about the environment ahead. I think we will have a very, very challenging environment ahead in regards to acquiring members and keeping members. We have as Mike mentioned, our utilization report shows higher utilization in our clubs than the years past yet we have lower number of members in certain clubs in our facilities. So therefore, to your question is there more none users who are paying dues or less, I can tell you for fact that it's probably significantly less non-users paying dues today than there may have been a year ago this time.
But, I think we're getting close to a point but it doesn't get – I believe most of our members are using the club as they're paying dues. So, we feel optimistic that with our current adjustments we are making we're going to be able to maintain a very profitable company. Margins that they are good, not near what they were a year ago or two years ago but then again we have to be realistic about what we're dealing with out there.
Jaison Blair – Rochdale Securities, LLC.
If I could just follow up, have you projected at the low end guidance where your coverage ratios will be in '09?
Michael R. Robinson
Obviously I run sensitivities all the time and as I made comments in the prepared remarks, I feel very comfortable that our covenants at the low end are well within our covenant packages and I also said that if we felt things were going towards that low end that we would be slowing down our cap ex spend even more and that that would also help protect those covenants.
Your next question comes from Hardy Bowen – Arnhold & Bleichroeder.
Hardy Bowen – Arnhold & Bleichroeder
Bahram can you comment on the state of the industry? What you see elsewhere? And, also your experience in January, do you think things are the same, getting better, getting worse?
Bahram Akradi
January was I believe not only for us but also for some of the other people in the industry I talked to a very robust member ship sales month. We spent a lot of money in marketing and we had strong promotions in place and in many cases, many of our clubs, two, three, four, five, six years old we sold probably more membership units than we have sold ever before. So, January was a robust month but I wouldn't hang my hat Hardy on January going forward for the rest of the year.
There could be a lot of phenomena about January. It could be that people were so scared of spending money November, December, in January they came in they kind of made their resolution and said, "My health is the most important thing to me." Ran in and joined the club, that enthusiasm can wear off by late February, who knows. We had a great January, I can't undermine that at all.
The utilization of the clubs, I mean literally when I go to our clubs even as early as yesterday, the day before, parking lots are packed, people are coming in. Some of our clubs we're shuttling people back and forth from crossover parkings. So, I don't think that the consumer has walked away from exercise whatsoever. They're dealing with pinching stuff every where they can but I don't think this is one of those spaces that they will easily let go.
Hardy Bowen – Arnhold & Bleichroeder
I guess it's hard to tell if the connectivity programs are beginning to get some traction in this kind of an environment but, what can you say about them so far?
Bahram Akradi
As I mentioned on my first portion of talks that we have just launched our new web and member based web it is truly in my opinion at the baby stages while we're getting a lot of traction from members coming in, utilizing it, I think it is just way early. We are focusing on creating a true healthy way of life destination for our members so it's social place, their country club, their health club, their resort kind of with their pools, etc. I think we can provide substantially more value to the consumer than anybody else.
If they took what we offer them per square foot, if they took what we offer them per list of amenities, if they looked at the quality of service, the quality of the place and their experience, they are paying significantly less relative to those things than they are paying elsewhere so I am bullish on our product.
I think this year, this spring, this summer we're going to position this as a place you can stay and take a vacation in our clubs for a lot less money than going on a vacation. So, we're going to fight as hard as we can to make sure our customer gets that message both by what we tell them and how we deliver. I believe we will win long term as we have thus far but again, we just do not like the deterioration in the margins we have had in the last six months and we certainly are all over it to try and correct that.
Hardy Bowen – Arnhold & Bleichroeder
In the northeast it seems the clubs are working if anything, better than expectations. Do you plan to look for more sites in the northeast proportionately?
Bahram Akradi
Right now we are still working hard on our pipelines and trying to find locations. I think Hardy that real estate is at a state of flux. Our opinion is that we're going to see deterioration in the real estate prices. I don't think that's quite there yet so we do not want to get pregnant getting in to deals for two reasons, one, as I mentioned we don't want to get pregnant in to any new deal that we're not already substantially committed just because we don't know what the macroeconomics is going to bring and what the credit market is going to be like.
But, at the same time, we're looking. I also think that we will find opportunities in existing space that would be substantially below costs that you could start from scratch and we will work on those types of faculties as I have done them for years in the past and this wouldn't be anything new for us to do.
Our club in Fairfax, Virginia has phenomenal returns and it was about a 60,000 to 70,000 square foot facility with it in line with a 4,000 of 5,000 square foot shopping center. We're going to find all sorts of opportunities we haven't had in the past years to allow us to grow. But, I want to be very, very clear that none of this will come at us taking a chance of spending dollars that we should be saving in this credit market.
Hardy Bowen – Arnhold & Bleichroeder
So you have to wait a bit for the real estate to come down in price?
Bahram Akradi
We believe that will happen. We're not rocket scientists, we're not Houdini, we could be wrong but I believe that will happen.
Your next question comes from [Unidentified Analyst – Morgan Keegan].
[Unidentified Analyst – Morgan Keegan]
Can you just comment a little bit more about this membership shift? It use to be I think 50% individual and 15% in family. Now, how significant of a shift will it be?
Michael R. Robinson
What we talked about, and it varies by club but generally we've seen about 50% to 55% individual and somewhere around 30% couple and about 15% family or so, generally in that range. In the fourth quarter we saw the individual memberships increase and they're probably running more in the 60% range than they were previously.
Bahram Akradi
Let me give you something, I'd really be cautious in trying to extrapolate anything out of the last three or four months in to a long term projection. Let me just tell you why I feel that way, the market shifted so radically, we introduced a bunch of different programs, promotions, membership types, etc. to kind of combat that. We did not have in my opinion the appropriate levels of controls and right execution at each center so I don't feel comfortable that we necessarily can take what happened and extrapolate it in to what it should be.
If I take one more quarter, this next 45 days with all the controls that we are putting in place, all the new micro adjustments we are making, I feel like I would be much more comfortable talking about any detailed numbers in terms of what happened, how we course correct and then what to expect.
Unless our execution in my opinion is near our desired levels I don't want to read in to it that this is what is going to happen long term. So, I have to just excuse, I have to apologize for the fact that we acted and we acted promptly but as you do that sometimes you have to come back and do some micro adjustments, course corrections to make sure it is in fact giving you the results you want and not some other side effects that you didn't want. I think we got a lot of those side effects.
[Unidentified Analyst – Morgan Keegan]
The last question, going forward, are you considering opening like smaller centers with fewer amenities? Just downsizing to lower the cost of construction, etc., to make it more affordable?
Bahram Akradi
That's a great question. You're asking me to tell you what I don't want to tell any of my competitors what we're doing. I'll answer you like this, since 1983, since I've been in this business I personally have built clubs as little as 14,000 square feet and as large as 300,000 square feet. Initial stages of my career every center we built was smaller facilities inside of existing space.
So, we have the total capability of taking advantage of the appropriate market and I believe in the near future, the next two to three years there are going to be opportunities – no significantly multiple times what there has been in the past three or four years, five years in the areas of finding smaller boxes that you could get in to with much, much lower occupancy costs.
So, I'm not going to give you any sort of a direction of what we will do. I will tell you that we are examining, studying every other possibilities and we will take appropriate actions at the right time.
This concludes the question and answer portion of the call. I would now like to turn it over back to Mr. Ken Cooper for closing remarks.
Ken Cooper
Thank you for joining us on our call today. We look forward to reporting to you our first quarter 2009 results which tentatively has been scheduled for Thursday, April 23, 2009 at 10am Eastern. Our annual shareholder meeting will also take place on that day in the afternoon at our corporate office in Chanhassen Minnesota. Until then we appreciate your continued interest in Life Time Fitness. Thank you and goodbye.
Thank you for your participation in today's conference. This concludes the presentation. You may now disconnect. Have a great day.
Copyright policy: All transcripts on this site are the copyright of Seeking Alpha. However, we view them as an important resource for bloggers and journalists, and are excited to contribute to the democratization of financial information on the Internet. (Until now investors have had to pay thousands of dollars in subscription fees for transcripts.) So our reproduction policy is as follows: You may quote up to 400 words of any transcript on the condition that you attribute the transcript to Seeking Alpha and either link to the original transcript or to www.SeekingAlpha.com. All other use is prohibited.
If you have any additional questions about our online transcripts, please contact us at: firstname.lastname@example.com. Thank you!


text:
Home | Contact Us | Link to Us
New softwareANSI to Unicode Privacy Repairer Handy Equipment/Tool Manager Handy Backup Home Standard Disk Drill Mytoolsoft Image Resizer Smart Defrag The Reverse Experience Active@ KillDisk Pitch Ability Test EasyBilling Maker of Sales Document iFotosoft Photo FilmSim for Mac Recovery Explorer RAID - MacOS Recovery Explorer Professional - MacOS New Year Window Screensaver
Top softwareNoteTab Pro TOWeb Simple Home Budget Lite TickInvest FreeFixer HDClone Free Edition RoboTask Lite Nevitium Free Invoice Software HTMtied
Tikka Rifles free downloads
Age of Rifles v3.1 - Age of Rifles is a strategy/war game ... (648/0) download
Mario World Overrun 1.0 - get turrets stronger plasma rifles and more guns. Get ... (1/0) download
Gears Of War Theme Pack 1.0 - chainsaw bayonet-mounted assault rifles, battles the subterranean Locust ... (1/0) download
Contract Shooter ( 3D Shooting Games ) 1.0 - upgrade guns like Revolver,Rifles, light Machine Gun, Heavy ... (0/0) download
Combat Audio Mixer 1.0 - recordings of handguns, automatic rifles, missiles, artillery, tanks and ... (0/0) download
ArmoryLog 1.0.5 - all your firearms from rifles to side arms. ArmoryLog ... (1/0) download
Book of AK-47 1.1 - culture surrounding AK-style rifles and history of their ... (1/0) download
Easy Student Meals Lite 1.1 - Chicken Tikka Curry Dessert... Fruit Flan ... Chilli Con Carne, Chicken Tikka Curry, Chicken Caesar Salad ... (0/0) download
Gun Show 1.1 - database with many guns, rifles and many more. Main ... (0/0) download
Guns - BF3 Edition Pro 1.2 - game, including: Snipers Assault Rifles Machine Guns Shotgun Rocket ... (0/0) download
Guns - BF3 Edition HD 1.0 - game, including: Snipers Assault Rifles Machine Guns Shotgun Rocket ... (0/0) download
AWP Sniper Rifle 3D - GUNCLUB EDITION 1.1 - of bolt-action sniper rifles designed and manufactured by ... (0/0) download
Attack Force 1.01 - machine guns and sniper rifles. Two control modes (touch ... (0/0) download
AWP Sniper Rifle 3D Free - GUNCLUB EDITION 1.1 - of bolt-action sniper rifles designed and manufactured by ... (2/0) download
Super Mario Rambo Bros 1.0 - Luigi break out the rifles to rescue Peach and ... powerful weapons from soft rifles to ultra heavy sniper ... (2/0) download
16 Big Fish Games 1.0 - Grid 16 as it rifles through a broad spectrum ... (1/0) download
Space Ivan 1.0 - platforms using your trusty rifles to bring down Ivan ... (2/0) download
TargetExpress 3.02 - TargetExpress target printing software. Over 500 pistol and rifle targets designed for printing from your computer. These are hi-quality vector drawn targets, not bitmap images. You get clean crisp looking prints from every target. TargetExpress includes: IPSC, IPDA, NRA, ISSF, IBS, Military and LE, IHMA, 100 and 200 yard MOA sighting, standard pistol, ... (64/0) download
Bob The Schizo 1.0 - From sub machine guns to katanas, flame-throwers, riot shields, shotguns, and assault rifles. (44/0) download
THUNDRA v2.05 - Find flashlights, laser rifles, and proton dynamite to ... (31/0) download
Take No Prisoners v1.1.7 - of weapons including laser rifles, shotguns, and crossbows\; and ... (48/0) download
Field and Stream Trophy Buck v1.01 - , multiple firearm types (rifles, shotguns, and muzzle loaders ... (55/0) download
Arcangel - Legacy of Peace v1.0 - infernos, blast burners, repulse rifles, storm cannons, disintegrators, shotguns ... (101/0) download
Game Bag 3.2.2000 - for shotguns, calibers for rifles, arrow types for the ... (6/0) download
Zombie Shooter 2 1.0 - weapon types, including sniper rifles. - Lots of auxiliary devices ... (6/0) download

subset: commoncrawl


text:
This item is also listed in the following categories:
This has to be one of the world's smallest and lightest micro quads! Perfect for flying indoors and, with its bright LEDs front and rear, the Neon-X can even be flown in the dark. Its 6-axis gyro offers incredible stability, but for more experienced flyers, there's an increased throw option for even more manoeuverability. For the more adventurous pilot, theres an aerobatic flip function.
Twister Neon-X Features:
Twister Neon-X Contents:
1 x Neon-X 4 Channel Micro Quadcopter
1 x 2.4GHz Micro Transmitter
1 x Integral 1S 3.7V 100mAh Li-Po
1 x USB Charge Lead
1 x Spare Propellers
Length - 43mm
Width - 43mm
Height - 20mm
Propeller Ø - 30mm
Weight - 11g
Royal mail at £3.50, or Express at £6.95.
Full details at checkout.
Some items cannot be sent via Royal Mail due to their restrictions.
To see shipping costs simply add the item to your basket and choose your country from the drop down list on the view cart page.
Use this form to ask us a quick one sentence question about this specific product. For more in depth queries, please feel free to email or call us.
Our system will drop you an automated e-mail as soon as this product comes back into stock.


text:
Home /
Our Sources / About Us
/ FAQs /
Advanced Search
Not what you're
looking for? Try an advanced search.
Official citation and/or docket number and footnotes (if any) for this case available with purchase.
Learn more about what you receive with purchase of this case.
November 1, 1944
PHILADELPHIA RECORD CO.v.COMMISSIONER OF INTERNAL REVENUE.
On Petition to Review the Decision of the Tax Court of the United States.
Before BIGGS, GOODRICH, and McLAUGHLIN, Circuit Judges.
McLAUGHLIN, Circuit Judge.
The petitioner was incorporated under the laws of Pennsylvania in June 1928. The Tax Court found as facts that the corporation in an amendment to its charter, in its by-laws and in its certificates of stock, all prior to May 1, 1936, was prohibited from paying dividends on its common stock until there had been set apart in a sinking fund a sum of money, out of its surplus profits, on or before July 1, 1934, and on or before July 1 of each succeeding year, an amount equal to 2 1/2 % of the maximum par amount of its preferred stock theretofore issued, whether or not then outstanding, until all preferred stock was retired;*fn1 that prior to, and including the taxable year, 16,638 shares of its preferred stock had been issued and that the amount of money required to be set apart each year, including the taxable year, was $41,595; that the amounts to be so set apart were to be used for the purchase and retirement of its preferred stock until all of such stock was retired; that throughout the taxable year there was unretired outstanding preferred and common stock; and that neither during the taxable year nor at any time prior to January 1, 1938, had the full amount required to be set apart in a sinking fund been so set apart in any account entitled "Sinking Fund Cash Account," nor had a sum or sums equal to the periodic credits made on its books in an account entitled "Sinking Fund Reserve Account" been so set apart. The sole question involved is whether the taxpayer is entitled to a credit in the amount of its adjusted net income in the taxable year (1937) under Section 26(c)(1) of the Revenue Act of 1936, 26 U.S.C.A. Int. Rev. Acts, page 836.*fn2
The Tax Court decided that the restrictins contained in the petitioner's amended charter, by-laws and certificates of stock, on the payment of dividends on the common stock of the petitioner, did not entitle the petitioner to such a credit. This holding is directly contrary to the decisions of this court commencing with Lehigh Structural Steel Co. v. Commissioner, 3 Cir., 127 F.2d 67. That case was followed by Eljer Co. v. Commissioner, 134 F.2d 251, where this court said at page 255: "The question whether a certificate of stock which contains an express provision prohibiting the payment of dividends is such a contract as was intended by Congress to be within the purview of Section 26(c)(1) of the Revenue Act of 1936 was answerd by us in the affirmative * * * and is no longer open in this Circuit."
In Budd International Corporation v. Commissioner of Internal Revenue, 143 F.2d 784, 787, the question was again before this court. The amended articles of incorporation and the preferred stock certificates in that case had much the same language as the amended charter and preferred stock certificates here involved. Judge Maris, speaking for this court, said: "The amended articles of incorporation and preferred stock certificates thus do embody a contract prohibiting the taxpayer from paying dividends to the holders of the common stock until the taxpayer has paid into a sinking fund each year an amount equal to 3% of the preferred stock. It follows that to the extent of the sinking fund payment the taxpayer was entitled to a credit in computing its undistributed net income and that the Board erred insofar as it ruled that Section 26(c)(1) of the Revenue Act of 1936 did not entitle the taxpayer to such a credit."
On a rehearing in the Budd case, reported with the main opinion, supra, the court, again speaking through Judge Maris, said: "It follows, therefore, that when a corporate taxpayer was under contractual obligation prior to May 1, 1936 to pay a portion of its profits into a sinking fund which it might not use for the payment of dividends it was entitled to an equivalent reduction in the amount of its undistributed net income subject to surtax." See also Monarch Theatres v. Helvering, 2 Cir., 137 F.2d 588. It is, therefore, settled in this circuit that restrictive provisions in a corporate charter, by-laws and certificates of stock as are present in the instant matter, constitute a written contract within Section 26(c)(1) of the 1936 Revenue Act.
The Tax Court also held that "Petitioner obviously was able financially in the taxable year to pay into a sinking fund the requisite amount for that year," and from this, again reached the conclusion that the petitioner is not entitled to the credit claimed.
The petitioner did not technically set apart any of its funds directly in a sinking fund. It accomplished the same object, however, by purchasing shares of its preferred stock. We agree with the Tax Court, that the sum thus expended complied, to the extent of the cost of the stock, with the requirements of the amended charter, by-laws and certificates of stock as to setting money aside in a sinking fund. The taxpayer does not seriously question the resultant situation. There is a dispute as to the cost to the taxpayer of that preferred stock so purchased. At the end of 1937, the taxable year, there had been debited to the "sinking fund" account a total amount of $159,043.90 as the cost to the taxpayer of the 1918 shares of its preferred stock theretofore purchased by it. That over-all figure was the gross cost of the stock. There was a credit of $3,720.69 of that amount returned to the taxpayer by way of accrued dividends on the shares of stock so purchased so that the net cost of the stock was $155,323.21. It is conceded that the sinking fund reserve credit entry of $166,380 is the true amount. This represents the total sum required by the corporate contract to be set aside by the end of 1937 for the purchase of the preferred stock. Taking the corporation's purchases of preferred stock as partial compliance with the sinking fund provisions, the taxpayer still failed to meet its sinking fund account requirement by the sum of $11,056.79. That deficit was found by the Tax Court to be $7,336.10 as that court did not take into consideration the credit item of $3,720.69 returned to the taxpayer as accrued dividends.
The Tax Court decided that the petitioner was able to pay the balance, as it found, of $7,336.10, into the sinking fund in the year 1937 and so satisfy its corporate obligation. We do not see that the record warrants such conclusion. There is no finding of bad faith, tax evasion motive, or even question of the business management of the taxpayer. The Tax Court did, in its opinion, find that Mr. Stern, the president of the company, was inaccurate in stating that it was the policy and record of the corporation to maintain current assets in twice the amount of its current liabilities, where in fact that had not been done. Accepting this (though such might well have been the company policy, with the practical realization of it impossible because of its financial situation), that statement does not in any way change the detailed figures, upon which the witness based his testimony that the company in 1937 was not financially able to complete its sinking fund payment.
Examination of the petitioner's full balance sheets, which are in evidence, reveals that the status of the corporation was palpably weak during that period. It has never paid any dividends on common stock and there were no dividends on the preferred down to March 30, 1936. The arrearages of preferred dividends were settled at that time, not because of the ability of the company to pay, but because of the then existing crisis in its affairs which would have meant a shift in voting power from the common to the preferred by reason of failure to pay the preferred dividends. The settlement itself was for 25% of the actual arrearages and was paid for principally by common stock of the corporation, instead of cash. The taxpayer's cash declined steadily from $220,344. at the end of 1935 to $119,446. at the end of 1937. At the end of the taxable year its current liabilities were $1,029,675.65. In addition, it owed $36,099.60 on long term machinery notes and $342,500. on debentures due 1938 and 1940. Its current assets were $1,286,771.35. It showed a capital and surplus of $2,443,053 (including the earned surplus figure of $637,829). The petitioner strongly stresses that these capital assets included $1,841,810.55 made up of
Organization expenses $25,795.15
Life insurance premiums 85,778.00
Deferred promotion costs 76,498.08
Improvements to leased property (which under the lease
revert to the landlord) 150,256.56
Cash in closed banks 7,946.00
Good will, franchise and circulation 1,495,436.76
The December 31, 1937 balance sheet shows that the corporation's total capital and surplus was $2,443,053.24. The outstanding 14,720 shares of preferred, with a par value of $100 a share, totalled $1,472,000. If the "good will" and the other questionable items set out in the above list are eliminated from the total surplus and capital, there is a balance remaining of $701,243, which is less than half of the outstanding preferred stock, leaving nothing for the common and wiping out the surplus entirely. From this it is apparent, as contended, that all of the surplus and a substantial part of the capital is represented by "good will" and the other assets above set out.
The corporate picture disclosed by the books supports the testimony of Mr. Stern. The evidence in the case consists of the company documents, bookkeeping records and Mr. Stern's testimony. From the record it is evident that the taxpayer, down to the end of 1937 at least (the period with which we are concerned), had not been able to establish itself financially. In the judgment of the taxpayer, it was unable to completely comply with the sinking fund requirement during the tax year. It did take care of it in part but lacked some $11,000 of full performance. There is nothing to indicate that this situation arose from anything else but the sincere business judgment of the corporate management. The fact that the company in its tax return for 1937 originally made no claim for credit against its adjusted net income, but solely for dividends actually paid plus the annual sinking fund requirement of $41,595. is of some assistance in indicating its good faith in this proceeding and that its present theory is not part of any prearranged plan to avoid taxes.
Section 26(c)(1) is to be strictly construed, but with this taxpayer showing a valid corporate contract under it and then fairly establishing itself within the terms of the section, the contention of the taxpayer should be upheld unless there is to be arbitrary interference with the business judgment of the corporation which is not attacked. Respondent cites L. O. Koven & Brother v. Commissioner, 47 B.T.A. 467, affirmed per curiam, 3 Cir., 145 F.2d 327, in support of the proposition that the taxpayer's contract obligation as to the preferred stock could have been satisfied out of the surplus. We do not see how that decision is applicable to the facts here. The present problem is more akin to Auto Interurban Co. v. Commissioner, 40 B.T.A. 161. There the same argument was made by the Commissioner, namely, that the stock could have been retired out of the surplus. The Tax Court, in holding that there was no legal obligation on the part of the taxpayer to so retire the stock, said at page 165, that the case was not one in which "a corporation, with cash and liquid assets greatly in excess of both its current obligations and its secured obligations which were by written contract to be retired before the payment of dividends, delayed the retirement of such securities for an unreasonable length of time for the purpose of obtaining the credit provided for by Section 26(c)(1) of the Act of 1936." In Maumee Malleable Castings Co. v. Commissioner, 44 B.T.A. 263, also involving Section 26(c)(1), the Tax Court said at page 268: "Petitioner's failure to pay off the remaining balance of principal due under the bond until shortly after the end of the taxable year appears to have been actuated by sound business purposes."
We have no intention of substituting our judgment as to the facts for that of the Tax Court but find no substantial evidence supporting the conclusion of that court. Under the Lehigh Structural Steel opinion and the cases following it, supra, Section 26(c)(1) of the Revenue Act of 1936 is applicable and the taxpayer comes within its terms. The Tax Court does not find any fraud, improper tax motives, or even bad business judgment on the part of the taxpayer. The bookkeeping records of the corporation uphold the testimony of the only witness, the operating head of the petitioner, to the effect that the financial situation of the corporation did not justify it completing its required payment to the sinking fund in the taxable year, 1937. Under the particular facts of this case, the taxpayer is entitled to the credit it claims.
The decision of the Tax Court is reversed.
BIGGS, Circuit Judge (concurring in part and dissenting in part).
Though adhering to the views expressed by this court in Lehigh Structural Steel Co. v. Commissioner, 127 F.2d 67, and Eljer Co. v. Commissioner, 134 F.2d 251, I must dissent in part from the conclusions reached by the majority.The Tax Court found that the petitioner possessed the financial ability to set aside the sum of "$7,336.10" in addition to the $55,308.65 expended by it during 1937, which would have freed the petitioner of the contract restrictions against paying dividends on its common stock. Whether or not the petitioner possessed that financial ability was strictly a question of fact and its determination was peculiarly within the province of the Tax Court. Dobson v. Commissioner, 320 U.S. 489, 64 S. Ct. 239; Elmhurst Cemetery Co. v. Commissioner, 300 U.S. 37, 57 S. Ct. 324, 81 L. Ed. 491. Cf. Commissioner v. Oswego Falls Corp., 2 Cir., 137 F.2d 173, 176. This court substitutes its judgment for that of the Tax Court in determining that question. In my opinion this constitutes error.
I should be in favor of affirming the decision of the Tax Court were it not for the fact, clearly apparent from the record, that the tribunal committed error in finding that only the sum of $7,336.10 was required to be expended or set aside by the petitioner for the purchase or retirement of its preferred stock in order to fulfill its contract. The additional amount required was not $7,336.10 but $11,056.79.The decision should be reversed and the cause remanded in order that the tax tribunal may determine whether the petitioner was financially able to make the additional payment or to set aside the larger sum referred to. The difference in amounts may not be treated as immaterial. See Auto Interurban Co. v. Commissioner, 40 B.T.A. 161; Trianon Hotel Co. v. Commissioner, 44 B.T.A. 1073, 1081; Kilby Steel Co. v. Commissioner, 41 B.T.A. 1237.
Our website includes the main text of the court's opinion but does not include the
docket number, case citation or footnotes. Upon purchase, docket numbers and/or
citations allow you to research a case further or to use a case in a legal proceeding.
Footnotes (if any) include details of the court's decision.
Official citation and/or docket number and footnotes (if any) for this case available with purchase.
Learn more about what you receive with purchase of this case.
LRC, Inc. About Us


text:
This property allows you to book online with a credit card. After submitting a reservation request, the owner or manager has 24 hours to accept, at which time your card will be charged and you will receive an email confirmation
3 BR 2 BA Sleeps 6$273 avg/night4 night min stay
3 BR 2.5 BA Sleeps 7$341 avg/night2-5 night min stay
5 BR 5 BA Sleeps 22$759 avg/night3 night min stay
1 BR 1 BA Sleeps 3$284 avg/night2 night min stay
1 BR 1 BA Sleeps 4$191 avg/night7 night min stay
2 BR 2 BA Sleeps 6$256 avg/night7 night min stay
4 BR 3 BA Sleeps 8$380 avg/night3-6 night min stay
2 BR 2 BA Sleeps 6$295 avg/night7 night min stay
1 BR 1 BA Sleeps 4$182 avg/night7 night min stay
4 BR 2.5 BA Sleeps 12$307 avg/night2-6 night min stay
2 BR 1 BA Sleeps 6$183 avg/night2 night min stay
Recent Other Seattle Properties reviews
"The cabin was lovely, it was the perfect setting for our vacation. It was cozy and warm, a real nice atmosphere inside, just as it was described in the listing. It was clean and relatively well maintained. Looking out onto the stream was amazing, there were so many birds about, we even watched as bald eagles went fishing in the stream. The owner was very helpful. We would definitely go there again! And recommend it to others."Guest: Ben W. Date of Stay: September 2016 Review Submitted: September 18, 2016View listing
"The Italian Villa was perfect for our group of 10 family members, with plenty of space to relax, comfortable and well-appointed beds and lots of bathrooms with plenty of towels. The owner was great to work with from start to finish and she promptly responded to our one minor issue (one of the dishwashers didn't appear to be working and Cheryl quickly diagnosed the problem and resolved it). The location is great for those flying in and out of Seatac and it's easy to reach downtown and other locations in the area. The kitchen had a great selection of spices and pots and pans, and an awesome stove. The house exceeded our expectations and worked out terrifically!"Guest: Cheryl F. Date of Stay: September 2016 Review Submitted: September 8, 2016View listing
"The view, environment, and cottage itself combined to make this a one of a kind serene experience. Property management was welcoming and accessible."Guest: tricilla c. Date of Stay: June 2016 Review Submitted: July 31, 2016View listing
"We were thrilled with this lakefront property for a family reunion in Seattle. This central location on Lake Washington was easily accessible to the 405, airport, and downtown. The pictures represent the property well. The island in the kitchen is large and was great for people to gather around and talk during meal prep. The deck is covered and a comfortable place to sit and enjoy the views rain or shine. The "wall of windows" onto the lake allowed interesting sights of the mountains, wildlife, float planes landing, flight patterns into three different Seattle airports, and beautiful sunsets. An amazing bonus for us was the accessability for my 90 year old mother. The 2 step entrance was easy to navigate with a walker or "bump up" the wheelchair when needed. The owners also provided an elevated commode seat and shower chair with a hand held shower. (Note that grab bars were not available, but we were able to work around this) My brother and his wife, who stayed in the basement room, were not happy about not having their own bathroom downstairs. He thought the carpeting was a bit old and had an odor. From my perspective, the location, accessability, and responsiveness of the owners far outweigh any of my brothers concerns. We would definitely stay here again and recommend without hesitation to others!"Guest: Debra G. Date of Stay: November 2016 Review Submitted: December 1, 2016View listing
Featured Destinations: Yosemite Cabins, Lake Nacimiento, Lake Tahoe Cabin Rentals, Lake Almanor


text:
Prices, promotions, styles and availability may vary by store and online.
Action - Semi-Auto
Action Type - Double Action
Caliber - 9MM Luger
Barrel Length - 4-5/8"
Weight - 2.0 Lbs.
The Beretta Model 96 is a .40 S&W calibered version of the Model 92, the standard sidearm of the US military. The Beretta 96's open slide design ensures smooth feeding and ejection of ammunition and allows easy clearing of obstructions. The locking block barrel lockup provides excellent accuracy and operability due to the in-line travel of the barrel. The 96 Vertec introduced a more comfortable straight backstrap to the 96 platform as well as a Picatinny rail that allows the 96 Vertec to accept a wide variety of accessories. This double-action pistol features fixed 3-dot sights, a 2-position safety and decocking lever, and a 10-round magazine. Its grips and metal are in good condition and its bore is in very good condition.


text:
Here's a look at some of the best traditional Thanksgiving side dishes.Watch Video
From salads to spreads, small bites and stews, summer's best light dishes are here in spades.ÂView Photo Gallery
Succulent sugar snap pea side dish recipe from Sara's Secrets.Watch Video
Cool idea: Serve Chef Kevin Gillespie's all-star German potato salad warm.Watch Video
Sweet potatoes are so naturally, well, sweet, that they are nicely complemented by savory spices or perfected with candylike glazes.View Photo Gallery
Ditch the boxed cubes-and-herbs stuffing for a more creative casserole that borrows flavors from other cuisines (or maybe just your morView Photo Gallery
Whether velvety smooth or roughly smashed, herb-, butter- and cheese-topped mashed potatoes are the ultimate Thanksgiving side.View Photo Gallery
Whether you're a vegetarian or just trying to eat less meat, you'll love these meatless recipes.View Photo Gallery
Succulent sugar snap pea side dish recipe from Sara's Secrets.
Load up some spuds and throw them in the microwave for a hearty side dish.
A side dish of haricots verts with rosemary gives any meal a special touch.
Giada's Caponata fuses Italian and Greek flavors in a delicious side dish.
At Sandy Valley Ranch, G learns the art of making real cowboy baked beans.
Join Michael Chiarello as cooks up a classic Sicilian vegetable dish.
Chipotle cream adds a smoky twist to Bobby Flay's scalloped sweet potatoes.
Savory sourdough stuffing will bring smiles to all the faces at your table.
The name says it all: Creamy Quick Polenta is the perfect side dish.
Debi's Zucchini Carpaccio is a simple veggie side dish everyone will love.
Get Cooking Channel on your TV.


text:
Sweet brunette babe sucks a big dick and then gets fucked deep in POV
Beautiful babe sucks a long dick and then gets banged hard
Hot Bianca Lopes gets her tight pussy fucked hard then gets a face full of jizz
Hot Brunnete Sucks Big Dick then Gets Fucked in Pussy and Ass
Black babe gets her tight pussy fucked and sucks cock
Beautiful Asian wife sucks a dick and then takes it hard fr
Blonde Nikki Sun sucks a sloppy cock and then gets fucked hard in the ass
Sexy ebony teen sucks her dad off then gets her pussy fucked...
Very hot slim babe slides in a her transparent dildo inside her tight soaking pussy and then switches to her pink dildo and slides it inside her tight
Amateur girl sucks dick, gets fucked and then gets a load
Attractive babe sucks a long dick and then takes it hard do
Mature curvy woman with big natural tits was scammed into a blowjob and then she gets fucked hard in her pussy
Aimee Tyler gets a cock hard and huge then sticks it in her tight brown ass
Asian teen sucks mean cock then gets fucked hard!
Big boobed sexy cute teen chick Keisha Grey sucks a colossal hard cock deep inside her throat and gets her pussy fucked right after
Babe sucks a dick and gets her pussy slammed
Sexy babe gets fucked hard in her pussy
Amateur gloryhole slut takes a cock deep in her ass then sucks hard on it and gets a mouthful of cum
Pretty blonde teen with a sexy ass sucks her boyfriends hard cock and then he fucks her hard on the bed
Sexy Asian slut gets her tight pussy slammed deep hard
Maddy sucks dick and gets her pretty pussy pounded hard. A
A sexy blonde put her finger in her pussy then sucks it
Playful teen sucks a long rod and then gets fucked hard on
Guy gets fucked by busty blonde tranny and gets hot jizz on buttocks then cheating her with brunette tranny in locker room where she sucks his dick un
TrafficHolder.com - Buy and Sell Adult Traffic|Trafficshop.com - Let your business grow|Contact Us|Webmaster
All content, including images, text, graphics, video and audio content contained in the website is protected under the laws of copyright, owned or under license to company or its designees,and represents proprietary and valuable intellectual property.
Contact Webmaster 18 U.S.C. 2257 Record-Keeping Requirements Compliance Statement
Powered by Stream Rotator


text:
Home /
Our Sources / About Us
/ FAQs /
Advanced Search
Not what you're
looking for? Try an advanced search.
Official citation and/or docket number and footnotes (if any) for this case available with purchase.
Learn more about what you receive with purchase of this case.
decided: February 12, 1986.
ALLEGHENY COUNTY DEPUTY SHERIFF'S ASSOCIATION, PETITIONERv.COMMONWEALTH OF PENNSYLVANIA, PENNSYLVANIA LABOR RELATIONS BOARD, AND COUNTY OF ALLEGHENY, RESPONDENTS
Appeal from the Order of the Pennsylvania Labor Relations Board in case of in The Matter of the Employes of Allegheny County Sheriff's Department, Case No. PF-R-81-68-W.
Arthur Cutruzzula, Balzarini, Carey & Maurizi, for petitioner.
James L. Crawford, with him, Ellis H. Katz, for respondent, Pennsylvania Labor Relations Board.
Ira Weiss, Deputy County Solicitor, with him, James L. McLean, County Solicitor, for respondent, County of Allegheny.
President Judge Crumlish, Jr., Judges Craig, MacPhail, Doyle, Barry, Colins and Palladino. Opinion by President Judge Crumlish, Jr. Judge Barry did not participate in the decision in this case.
[ 95 Pa. Commw. Page 133]
The Allegheny County Deputy Sheriff's Association (Association) petitioned for investigation and certification of representatives under the Act of June 24, 1968 (Act 111).*fn1 The Pennsylvania Labor Relations Board (Board) dismissed this petition. The Association appeals;*fn2 we affirm.
The Association's bargaining unit is comprised of approximately 102 members: thirteen sergeants, five plainclothes detectives and eighty-four uniformed deputies. Presently, they are certified for collective bargaining purposes under the Public Employe Relations Act (Act 195).*fn3 The present petition seeks certification
[ 95 Pa. Commw. Page 134]
under Act 111, which governs collective bargaining between policemen and firemen and their public employers.*fn4
We must determine whether any changes have occurred since our decision in Venneri v. County of Allegheny, 12 Pa. Commonwealth Ct. 517, 316 A.2d 120 (1974) (Venneri II), which would alter our conclusion there that the deputy sheriffs are not policemen for purposes of Act 111.*fn5 In Venneri II we held that, although the deputy sheriffs' duties encompassed many activities normally performed by police, their primary duties were directly related to the operation of the Allegheny County courts. Id.
The sheriff's office has continued to perform the same police-type functions. These include plainclothes investigatory work; patrol of the County's public transit system; replacing absent police officers to augment the police force; and providing security for V.I.P.'s in Allegheny County. However, the record also indicates that the deputy sheriffs have maintained their traditional status as an arm of the Allegheny County judicial system, implementing various court-related processes.*fn6
[ 95 Pa. Commw. Page 135]
Since Venneri II the only other duties have involved the institution of public safety programs,*fn7 undercover work with a drug enforcement task force connected with the Federal Drug Enforcement Administration for approximately four years*fn8 and undercover work with a related homicide investigative unit.*fn9 We hold that these new responsibilities are not sufficient in either quality or quantity to justify a conclusion that the deputy sheriffs' status rises to the level of police under Act 111.
We reject the Association's alternative argument that the legislature has in the interim granted general police powers to deputy sheriffs. In particular, it notes Section 10(a) of the Second Class County Code (Code),*fn10 which provides that a deputy sheriff can be "reduced in rank, suspended, furloughed or discharged . . . [for] conduct unbecoming a police officer. . . ." (Emphasis added.) It is well-settled that "[w]hen vesting a group with police powers and duties, the Legislature does so with specificity." Commonwealth v. Pennsylvania Labor Relations Board, 64 Pa. Commonwealth Ct. 525, 532, 441 A.2d 470, 475 (1982); aff'd in part, rev'd in part, Commonwealth v. Pennsylvania Labor Relations Board, 502 Pa. 7, 463 A.2d 409 (1983). The deputy sheriffs are not specifically vested with police powers and Section 10(a) does not provide this authority. Sections 7*fn11 and 14*fn12 of the
[ 95 Pa. Commw. Page 136]
Code merely reaffirm the role of deputy sheriffs as court-related officers who may be called upon for limited police support.*fn13 Moreover, the deletion of the last sentence in Section 2(b) of House Bill No. 101, which stated that "all reference to the police force shall be deemed to include the force of deputy sheriffs,"*fn14 clearly indicates that the legislature chose to distinguish deputy sheriffs from policemen.
We reaffirm our decision in Venneri II and conclude that no substantial change has occurred in the duties of the deputy sheriffs since that decision. We hold that they are still essentially court-related personnel and not policemen within the meaning of Act 111.*fn15
[ 95 Pa. Commw. Page 137]
The order of the Pennsylvania Labor Relations Board is affirmed.
The order of the Pennsylvania Labor Relations Board, No. PF-R-81-68-W, dated December 1, 1982, is affirmed.
Judge Barry did not participate in the decision in this case.
Our website includes the main text of the court's opinion but does not include the
docket number, case citation or footnotes. Upon purchase, docket numbers and/or
citations allow you to research a case further or to use a case in a legal proceeding.
Footnotes (if any) include details of the court's decision.
Official citation and/or docket number and footnotes (if any) for this case available with purchase.
Learn more about what you receive with purchase of this case.
LRC, Inc. About Us


text:
A well presented and deceptively spacious five bedroom semi-detached period house, pleasantly positioned in this highly popular and well regarded Cotswold village.
Immaculately presented, unfurnished, 4-bedroomed town house, finished in Cotswold stone, situated in the Cotswold village of Uley, within an area of outstanding natural beauty. The front of the house offers views of the Bury, an iron-age fort, with spectacular views...
Detached Four Bedroom Family Home Bordering Rodborough Common With Fine Views Over Surrounding Countryside.
Modern detached family home located on quiet estate on the outskirts of Tetbury. Close to all amenities and great road access
Compact one bedroom house with conservatory and garden on edge of development and edge of Tetbury. Must be viewed to be appreciated so call today
A 3 bedroom character cottage located in the heart of Tetbury and close to all amenities
Oops, something went wrong!
This site requires the use of Cookies to work correctly. It appears that your browser does not support Cookies, or that they have been turned off. Please check your security settings and allow cookies for this site, or obtain a new browser such as Firefox, Chrome or Internet Explorer.


text:
Meghan Merriott is a mother to be and is currently 12 weeks along in her pregnancy. When she attended a routine doctor's appointment, she saw something amazing in her child's latest ultrasound. In the ultrasound it appears that the baby is donning a patriotic salute!
"The baby was being very stubborn and did not want to wake up for the doctor to get the pictures that she needed," Merriott told the news channel. "So baby threw their hand up there! It almost made me cry— I thought it was the sweetest thing."
The baby's father is Robert Cooper Jr., who is currently a Marine.
Merriott and Cooper alonf with their adorable 3 year old son are more than excited to meet their patriotic addition to the family.
"I almost cried," Merriott also shared.
"I thought it was sweet."
Even Merriott's obstetrician, Dr. Daniel Eikleberry and his nurses were touched by Merriott's sonogram.
"We thought it was pretty crazy at first," she said. "The doctors, nurses, my son was there...he looked up at the screen and started laughing."
"I really enjoyed getting to see the little guy/girl and look forward to meeting him/her," Cooper said. "I'm sure it's going to be a handful."
Merriott shared the photo with family members as well as the world wide web after posting it on social media. She says that the baby's paternal grandmother is planning on framing and hanging the now viral photo of "the salute" in a very special place in honor of the baby's father and grandfather who also served in the army.
The overjoyed couple will be able to find out whether the baby is a boy or a girl on September 24, 2016.
Comments will be approved before showing up.


text:
The Daniella cross-body bag is the perfect size for festival, and night's out. The adjustable strap allows you to choose how you will wear it. With nikel hardware and unlined interior, each piece is hand cut from vachetta leather and handcrafted.
Made from a sturdy leather. Each bag comes with a dust bag and leather wing keyring.
Dimensions W 19cm H 17.5cm D 7cm Strap 100 - 110cm
• Please allow up to 10-20 week days to make the order, as all our products are handmade-to-order.


text:
Freshly Launched :: Green Bubbles Home & Body on Etsy
Launched :: Jennifer Meays
LaunchHER says :: Jennifer's company is committed to helping you live without unnecessary chemical additives in your laundry detergents, soaps, etc. Love it!
Just for LaunchHER readers :: Receive 15% off your Green Bubbles purchase when you use coupon code LAUNCHED15. Expires May 16, 2012.
In HER Words :: Green Bubbles was born out of both my admiration for handmade and my strong desire to do something I sincerely love and believe in. It has grown into so much more than I ever expected when I started this business last year.
What started out as organic, paraben-free bath soaps and laundry detergent has turned into such a wide array of products from hair and skin care to dog treats. I also became a proud member of The Artisan Group. I'm so happy that I can not only provide products for my family that do not contain any chemicals, but that I can also offer them to others. I'm truly living my dream!
Shop Green Bubbles


text: "Dear Sir, My Brother Was Telling Me About The Large Hardon Collider..."Rosa Golijan5/28/10 2:00pmFiled to: Image cachelarge hadron colliderLarge hardon colliderPhysicsInstitute of Physics206EditPromoteShare to KinjaToggle Conversation toolsGo to permalink This is a letter received by the Institute of Physics in regards to the Large Hadron Collider. Oh, to see things through the innocent eyes of childhood again. [TwitPic via Geeks Are Sexy]Gear from Kinja DealsCuisinart's Soft Serve Machine Actually Makes Soft ServeSam's Natural: A Natural Deodorant That Actually WorksSunday's Best Deals: All-Clad, Winter Clothes, Despicable Me, and MoreReply206 repliesLeave a reply


text:
|This is a discussion on $5 NLHE 6-max: 9-10 suited 3bet from SB . tripple barrel bluff here? can i? within the online poker forums, in the Cash Game Hand Analysis section; PokerStars Zoom No-Limit Hold'em, $0.05 BB (6 handed) - PokerStars Converter Tool from http://www.flopturnriver.com Button ($23.74) Hero (SB) ($6.70) BB ($5.35) UTG ($8.58) MP ($11.59) CO ($18.05) Preflop: Hero is SB with
$5 NLHE 6-max: 9-10 suited 3bet from SB . tripple barrel bluff here? can i?
Button ($23.74)
Hero (SB) ($6.70)
Preflop: Hero is SB with 9, 10
3 folds, Button bets $0.15, Hero raises to $0.40, 1 fold, Button calls $0.25
Flop: ($0.85) 5, 4, A (2 players)
Hero bets $0.65, Button calls $0.65
Turn: ($2.15) Q (2 players)
Hero bets $1.05, Button calls $1.05
River: ($4.25) J (2 players)
Hero? I got like a lil over 4.50 behind at this point. I guess since i dug my hole this deep, there is only one way to go from here right? do i give up or shove in this scenario?
.30 preflop would've done the same and saved you money there.
In that pos. I would've done a potsize bet on the flop since your on a huge draw and if they have a hand like QQ KK they might even be inclined to fold being scared of the Ace...
After that you just shutdown unless the price is cheap cheap!
re: Poker & $5 NLHE 6-max: 9-10 suited 3bet from SB . tripple barrel bluff here? can i?
well you are 3betting preflop OOP with a weak hand as a bluff? The typical range for flatting a 3bet from the blinds has your T high in bad shape. His call on the turn narrows his range to basically Axx hands and Broadway hands with a higher flush draw than yours. (he most likely wouldnt call you down with like 77 or 56 unless you have some history with him.) Also, by 3betting a BTN open pre and then barreling all streets you sort of make your hand look like an obvious bluff (perhaps something to consider in the future with strong hands). When I try to 3bet as a bluff and get called I usually will bet the flop if I caught some of it and then give up on the turn unless I improve.
Well, due to blind versus blind dynamics, I have come to understand that way too many people call 3 bets ultra light on the button due to never believing that SB have it. This includes myself as well. I never see AA or KK flatting a 3bit .They usually 4 bet(especially at these low levels). So im 100% sure that he doesnt have AA or KK.
This leads me to believe that he has some weak kind of Ax hand or a mid pocket pair. To be honest, in my mind, anyone flatting a 3bet on the button could have just about anything all the time(unless i have reason to believe he is a nit or smthng similar).
So im thinking ok im representing a High PP but my hand is disguised. So i decide to bet the turn (with the draw as equity) and maybe get him off his weak hand. when the river hits the blank(for me). I think this is a good and strong point to shove. I dont think we are getting calls here with too many hands. except 2 pair and above . Which im not convinced that he has.
Im not advertising this play as super optimal and EV+ but when you sometimes ,mistakenly, get yourself in this kind of trouble is it not wrong to give up here and lose the initiative and the money on the table ?
re: Poker & $5 NLHE 6-max: 9-10 suited 3bet from SB . tripple barrel bluff here? can i?
The reason you resteal bigger is so he has a chance to actually fold his hand preflop. This would be a great result for you, as you avoid having to play out of position with T high. Give him a chance to do it. As it is, you are offering pot odds such that he can play an 85 cent pot against you in position for just 25 cents. I don't know his button open or most of your stats but villain would be pretty bad not to continue here with the majority of his range.
It also lets you 3bet your really strong preflop hands larger as well and gain a lot of value there, since your sizing will be similar in this spot with both KK and T9.
As for psbs looking weak, that depends on the player making the bet and whether or not they have a tendency to bet smaller with made hands (because they want showdowns) and larger with draws or bluffs (because they don't want showdowns). Decent players don't do this ofc since it's a pretty huge tell, but in any case I strongly disagree with going any higher otf than you did. 65 is fine.
The turn on the other hand, should have been sized better. Less than ½ pot ott that he's almost never folding to ip after calling a bet on that particular flop is going to make stacks awkward on the river. Even though it's 5NL and I suppose the logic was to make a blocking bet or something, I would fire out an amount more in line with what I could use for my entire range... if I choose to bet at all (and with no information given about the player or his tendencies I can't say that I would).
River play is more interesting here than it appears to be but instead of getting into all that my advice would simply be to check/fold as played. He often doesn't have a great hand but hoping he'll fold Ax is another story.
I keep my bets very similar everytime no matter what I've got to make it as hard as possible for people to know what I've actually got.
***You might be weak this time but if you continually do that same bet when your extreme strength your going to get action on your nuts hands as well***


text:
- Fast Upholstery Cleaning in Homer, IL
- Expert Homer Upholstery Cleaning Professionals
- Free Quotes on Upholstery Cleaning in Homer, IL
Upholstery Cleaning In Homer, IL
Upholstery cleaning Homer, IL services can be extremely valuable for those who have furniture at home that is in desperate need of a cleaning. It is very important that you take advantage of these cleaning services once in a while so you can keep your furniture's upholstery in good condition. Those who fail to get your upholstery cleaned when needed will find that they will have to spend the money to get it replaced sooner than they'd like. These professionals have the necessary equipment to clean your upholstery so it looks just like new.
Avg Costs for Upholstery Cleaning
Min Cost
Max Cost
Avg Cost
$172.20 - $211.94
Find the Best Quality Upholstery Cleaning - Homer, IL
By spending the money on Homer upholstery cleaning services, you will be able to get exactly what you need to once again be proud of the way your furniture looks. No matter what kind of upholstery you have on your furniture, it is crucial that you get it cleaned by professionals at least once or twice each year. Those who decide to take advantage of these services will find that their upholstery will last a lot longer than it otherwise would have. In the end you will be glad that you paid professionals to clean your upholstery, because it will save you money in the long term.
Upholstery Cleaning Companies
CU Breeze Cleaning Service
1308 Dover Dr
Saint Joseph, IL 61873
TWM Enterprises
Fithian, IL 61844


text:
Replacement Model:
Abt Card
Product Questions
- Ask
Average Customer Reviews
Approximate Dimensions:
Approximate Weight:
Warranty Information:
Need more help?
Like this category?
(based on 2 reviews)
Ratings Distribution
5 Stars
4 Stars
3 Stars
2 Stars
1 Stars
Subscribe to Reviews
Reviewed by 2 customers
Displaying reviews 1-2
Back to top
(1 of 1 customers found this review helpful)
Great addition to my kitchen
By Pamm
from Deer Park Il
About Me Casual Cook
Best Uses
Comments about Zephyr 36" Wall Mount Stainless Chimney Hood:
Great hood
Bottom Line Yes, I would recommend this to a friend
Images shared by Pamm
Was this review helpful? Yes / No
- You may also flag this review
Comment on this review
Great performance and value
By Arecee@abt
from Chciago
Follow me
Comments about Zephyr 36" Savona Wall Mount Stainless Steel Chimney Hood:
For the abilities (685 Cfms', 1.8 sones), this is a very competively priced hood. Zephyr, based out of San Francisco, offers creative designs and excellent craftsmanship. I have sold dozens of this model in my time at Abt, and my customers are very satisfied with it.
Fill out the form below to request Better Price for this product.
Get the latest on new products, special offers and savings at Abt


text:
Super 8 Piedmont hotels are listed below. Search for cheap and discount Super 8 hotel prices in Piedmont, QC for your personal or business trip. We list the best Super 8 Piedmont lodging properties so you can review the Piedmont Super 8 hotel list below to find the perfect place.
This technology will also provide Piedmont, QC properties that have similar star rating to Super 8.
How should we direct your call?
With a stay at Super 8 Vaudreuil QC in Vaudreuil, you'll be within the vicinity of Oka National Park and Morgan Arboretum. This hotel is within the region of Fairview Pointe Claire.


text:
Rob the Mob (2014) 720p BrRip x264 - YIFY
Language: English
MP4 | H264 1083 Kbps | 1280x720 23.98fps | AAC Stereo | 1h 44mn | 806.96 MB
Genre: Crime | Drama
Provider: Lori.Yagami
You must register before you can view this text. Please register and Login
Buy Premium Account & Support me to post more stuff for you.
Site BBcode/HTML Code: