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UTMD > SEC Filings for UTMD > Form 10-Q on 9-Nov-2012All Recent SEC Filings

Show all filings for UTAH MEDICAL PRODUCTS INC

Form 10-Q for UTAH MEDICAL PRODUCTS INC


9-Nov-2012

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

General
UTMD manufactures and markets a well-established range of primarily single-use specialty medical devices. The Company's Form 10-K Annual Report for the year ended December 31, 2011 provides a detailed description of products, technologies, markets, regulatory issues, business initiatives, resources and business risks, among other details, and should be read in conjunction with this report. A pictorial display as well as description of UTMD's devices is available on the Company's website www.utahmed.com.

Because of the relatively short span of time, results for any given three month period in comparison with a previous three month period may not be indicative of comparative results for the year as a whole. Currency amounts in the report are in thousands, except per-share amounts or where otherwise noted.

Analysis of Results of Operations

a)   Overview

In the third calendar quarter (3Q) of 2012, operating profits, net income, and
earnings per share were substantially higher compared to 3Q 2011. In the first
nine months (9M) of 2012, all income statement measures were significantly
higher compared to 9M 2011. A table of income statement measures for 3Q and 9M
2012 compared to the same periods in 2011 follows:

                         3Q 2012       3Q 2011      change        9M 2012       9M 2011      change
  Net Sales            $  10,489     $  10,784        (2.7 %)   $  31,719     $  27,954        13.9 %
  Gross Profit             6,477         6,518        (0.6 %)      19,286        16,487        17.0 %
  Operating Income         3,960         3,539        11.9 %       11,627         8,929        30.2 %
  Income Before Tax        3,849         3,274        17.6 %       11,215         8,368        34.0 %
  Net Income               2,721         2,237        21.6 %        7,910         5,556        42.4 %
  Earnings per Share        .730          .614        18.9 %        2.134         1.526        39.9 %

A comparison of profit margins for 3Q and 9M 2012 compared to the same periods in 2011 follows:

                                    3Q 2012       3Q 2011       9M 2012       9M 2011
        Gross Profit Margin            61.7 %        60.4 %        60.8 %        59.0 %
        Operating Profit Margin        37.8 %        32.8 %        36.7 %        31.9 %
        Net Income Margin              25.9 %        20.7 %        24.9 %        19.9 %

On March 18, 2011, UTMD acquired Femcare Holdings Ltd. ("Femcare") (See note 5). The comparison between 9M 2012 and 9M 2011 is affected by the fact that the 9M of 2011 included the business activity of Femcare only after March 18. In addition, in 9M 2011 there were acquisition expenses which were not repeated in 9M 2012.

About 60% of the lower 3Q 2012 global consolidated sales compared to 3Q 2011 was due to a stronger U.S. Dollar (USD). The decline was also consistent with ongoing weakness in the medical device sector as a whole due to continued suppressed hospital medical device utilization and pricing.

The improvement in gross profit margin (GPM) and operating profit margin (OPM) in 3Q 2012 was due to realization of operating synergies from the 2011 Femcare acquisition. The GPM benefited from direct sales in Ireland and the UK of Utah devices which were previously sold through distributors, and from better utilization of manufacturing capabilities in Ireland due to pulling in work previously subcontracted out to third parties by Femcare. In addition to the GPM improvement, the OPM benefited from consolidation of operating overhead resources, particularly in general and administrative and sales and marketing. Operating expenses were 24.0% of sales in 3Q 2012 compared to 27.6% of sales in 3Q 2011 due to $176 lower sales and marketing (S&M) expenses and $289 lower general and administrative (G&A) expenses. In 9M 2012 and 9M 2011, operating expenses were 24.1% of sales and 27.0% of sales respectively. In summary, the higher OPM in 2012 was due to 1) higher GPM, 2) lack of acquisition expenses experienced in the prior year, 3) substantially improved productivity of S&M and G&A resources, and 4) a stronger U.S. Dollar when consolidating foreign subsidiary expenses into U.S. Dollar terms.


Non-operating expenses in 3Q 2012 were $154 lower than in 3Q 2011, primarily because UTMD's average debt balance was lower, resulting in $125 lower interest expense. For the same reason, non-operating expenses in 9M 2012 were $150 lower than in 9M 2011, despite not incurring interest expense from borrowing $26,934 to acquire Femcare until March 18, 2011. As a result of the improved OPM and lower non-operating expenses, 3Q 2012 Income before Taxes (EBT) compared to 3Q 2011 increased $575 to $3,849, and 9M 2012 EBT compared to 9M 2011 increased $2,847 to $11,215.

Net Income was leveraged by a higher proportion of consolidated EBT from entities outside the U.S. taxed at lower corporate income tax rates, and a further one percentage point reduction in corporate income tax rate in the UK compared to the prior year. Earnings per share (EPS) increased on a percentage basis a little less than the increase in net income due to the exercise of employee options and the higher dilution factor applied to unexercised options as a result of a higher average market price of UTMD stock.

There were a few significant changes in UTMD's Balance Sheet at September 30, 2012 from December 31, 2011. Current assets increased $3.0 million (cash & investments increased $2.8 million), current liabilities increased $1.8 million and debt principal declined $6.8 million. Shareholders' Equity increased $8.0 million net of cash dividends paid to shareholders of $1.8 million. In the six calendar quarters following the Femcare acquisition, UTMD has repaid 46% of the loan principal provided by JP Morgan Chase to help finance the acquisition.

b) Revenues

The Company believes that revenue should be recognized at the time of shipment as title generally passes to the customer at the time of shipment. Revenue recognized by UTMD is based upon documented arrangements and fixed contracts in which the selling price is fixed prior to acceptance and completion of an order. Revenue from product or service sales is generally recognized at the time the product is shipped or service completed and invoiced, and collectibility is reasonably assured. There are no post-shipment obligations which have been or are expected to be material to financial results.

UTMD generally directly accepts orders from and ships to end user clinical facilities under Standard Domestic Terms and Conditions (T&C) of Sale in the U.S., UK, Australia and Ireland. In the few circumstances that UTMD operates under the terms and conditions of a group purchasing organization (GPO), representing a group of hospitals as a bargaining agent, the terms and conditions are not materially different from UTMD's T&C. UTMD accepts orders from international distributors in countries where UTMD sells through a distributor either under formal written agreements negotiated specifically with specific distributors, or under UTMD's Standard International Terms and Conditions of Sale.

For direct shipments to end-users, UTMD may have separate discounted pricing agreements with a clinical facility or group of facilities based on volume of purchases. Pricing agreements with clinical facilities, or groups of facilities, are established (similar to GPO agreements) in advance of orders accepted or shipments made. For existing customers, past actual shipment volumes determine the fixed price by part number for the next agreement period of one, two or three years. For new customers, the customer's best estimate of volume is accepted by UTMD for determining the ensuing fixed prices for the agreement period. New customers typically have one-year agreements. Prices are not adjusted after an order is accepted. To clarify, the separate pricing agreements with clinical facilities based on volume of purchases disclosure is not inconsistent with UTMD's disclosure above that the selling price is fixed prior to the completion of an order.

There are circumstances under which revenue may be recognized when product is not shipped, which meet the criteria of SAB 104: the Company provides engineering services, for example, design and production of manufacturing tooling that may be used in subsequent UTMD manufacturing of custom components for other companies. This revenue is recognized when UTMD's service has been completed according to a fixed contractual agreement.

In USD terms, consolidated 3Q 2012 sales were down $295 (2.7%), and 9M 2012 sales were up $3,766 (+13.5%), from the same periods in 2011. UK subsidiary sales were $3,305 in 3Q 2012 and $10,467 in 9M 2012, compared to $3,608 in 3Q 2011 and $7,219 in 9M 2011. The weighted average currency exchange rate for British Pounds (GBP) to USD was 1.5804 in 3Q 2012 compared to 1.6131 in 3Q 2011, and 1.5787 in 9M 2012 compared to 1.6213 in 9M 2011. Australia subsidiary sales were $836 in 3Q 2012 and $2,536 in 9M 2012, compared to $936 in 3Q 2011 and $2,004 in 9M 2011. The weighted average currency exchange rate for Australian Dollars (AUS) to USD was 1.0396 in 3Q 2012 compared to 1.0504 in 3Q 2011, and 1.0346 in 9M 2012 compared to 1.0540 in 9M 2011. Ireland subsidiary sales were up $834 in 3Q 2012 and $2,805 in 9M 2012, compared to $653 in 3Q 2011 and $2,041 in 9M 2011. The weighted average currency exchange rate for EURO to USD was 1.2585 in 3Q 2012 compared to 1.4010 in 3Q 2011, and 1.2909 in 9M 2012 compared to 1.4059 in 9M 2011.


Comparing 3Q 2012 to 3Q 2011 global consolidated sales in product categories, blood pressure monitoring device/ component (BPM) sales were up 6%, neonatal device sales were down 12%, gynecology/ electrosurgery device sales were down 1% and obstetrics device sales were down 6%. For 9M 2012 compared to 9M 2011 global consolidated sales in product categories, BPM sales were up 9%, neonatal device sales were down 7%, gynecology/ electrosurgery device sales were up 31% and obstetrics device sales were down 12%.

International sales in 3Q 2012 were down 3%, and 9M 2012 were up 17%. International sales were 51% of total consolidated sales in both 3Q and 9M 2012, compared to 51% in 3Q 2011 and 49% in 9M 2011.

U.S. domestic sales were down 2% in 3Q 2012 and up 10% in 9M 2012 compared to the same periods in 2011. Domestic direct sales of finished devices to U.S. end-users were 6% lower in both 3Q and 9M 2012, due primarily to lower hospital utilization rates of specialty devices. Sales of OEM components and finished devices to other U.S. companies were up 6% for 3Q 2012 and 77% for 9M 2012.

The following table provides the actual sales dollar amounts by general product category for total sales and the subset of international sales:

Global revenues by product category:

                                    3Q 2012       3Q 2011          9M 2012       9M 2011
      Obstetrics                  $   1,368     $   1,459        $   3,910     $   4,426
      Gynecology/
      Electrosurgery/ Urology         5,902         5,986           17,968        13,706
      Neonatal                        1,595         1,813            4,844         5,236
      Blood Pressure Monitoring
      and Accessories*                1,624         1,526            4,997         4,586
      Total:                      $  10,489     $  10,784        $  31,719     $  27,954

*includes molded components sold to OEM customers.

International revenues by product category:

                                     3Q 2012        3Q 2011           9M 2012        9M 2011
 Obstetrics                       $      144     $      182        $      437     $      654
 Gynecology/ Electrosurgery/
 Urology                               3,791          3,934            11,523          9,005
 Neonatal                                326            381               913          1,025
 Blood Pressure Monitoring and
 Accessories*                          1,095          1,028             3,318          3,108
 Total:                           $    5,356     $    5,525        $   16,191     $   13,792

*includes molded components sold to OEM customers.

c) Gross Profit

UTMD's average GPM, gross profits as a percentage of sales, was 61.7% in 3Q 2012 and 60.8% in 9M 2012, compared to 60.4% in 3Q 2011 and 59.0% in 9M 2011. A major contributor to GPM improvement in 9M 2012 compared to 9M 2011 was better utilization of manufacturing capacity in Ireland.

OEM sales are sales of UTMD components, subassemblies, finished devices and custom products that are marketed by other companies as part of their product offerings. UTMD utilizes OEM sales as a means to help optimize utilization of its capabilities established to satisfy its direct sales business. As a general rule, prices for OEM sales expressed as a multiple of direct variable manufacturing expenses are lower than for direct end-user sales because, in the OEM and many international channels, UTMD's business partners incur significant expenses of sales and marketing. Because of UTMD's small size and period-to-period fluctuations in OEM business, fixed manufacturing overhead expenses cannot be meaningfully allocated between direct and OEM sales. Therefore, UTMD does not report GPM by sales channels.

d) Operating Income

Operating income is the profit remaining after subtracting operating expenses from gross profits. Operating expenses include sales and marketing (S&M), product development (R&D) and general and administrative (G&A) expenses. Consolidated operating expenses were $2,517 (24.0% of sales) in 3Q 2012 compared to $2,979 (27.6% of sales) in 3Q 2011, and $7,660 (24.1% of sales) in 9M 2012 compared to $7,558 (27.0% of sales) in 9M 2011.


UTMD's 3Q and 9M 2012 operating profit margin (OPM), operating income divided by sales, was 37.8% and 36.7%, respectively, compared to 32.8% and 31.9% in 3Q and 9M 2011. The 9M 2012 OPM improved compared to 9M 2011 due to 1) a higher GPM,
2) higher sales volume over which consolidated operating expenses were spread, and 3) the consolidation of previous Femcare operating expenses into UTMD's infrastructure.

Consolidated S&M expenses in 3Q 2012 were $646 (6.2% of sales) compared to $822 (7.6% of sales) in 3Q 2011, and $1,999 (6.3% of sales) in 9M 2012 compared to $2,147 (7.7% of sales) in 9M 2011. S&M expenses include all customer support costs including training. In general, training is not required for UTMD's products since they are well-established and have been clinically widely used. Written "Instructions For Use" are packaged with all finished devices. Although UTMD does not have explicit contracts with end-user customers to provide training, it does have third party group purchasing organization agreements and international distributor agreements under which it agrees to provide hospital members or distributors inservice and clinical training as required and reasonably requested.

UTMD promises prospective customers that it will provide, at no charge in reasonable quantities, copies of videotapes and other instruction materials developed for the use of its products. UTMD also maintains product training information on its website that can be accessed by authorized third parties. UTMD provides customer support from headquarters by telephone, and employed representatives on a geographic basis, to answer user questions and help troubleshoot any user issues. Occasionally, on a case-by-case basis, UTMD may utilize the services of an independent practitioner to provide educational assistance to clinicians. All inservice and training expenses are routinely expensed as they occur. Except for the consulting services of independent practitioners, all of these services are allocated from fixed S&M overhead costs included in Operating Expenses. Historically, marginal consulting costs have been immaterial to financial results, which is also UTMD's expectation for the future.

R&D expenses in 3Q 2012 and 9M 2012 were $140 (1.3% of sales) and $433 (1.4% of sales), respectively, compared to $138 (1.3% of sales) and $386 (1.4% of sales) in 3Q and 9M 2011. UTMD expects to continue developing new products in-house that will enhance its market position as a clinically-focused company.

Consolidated G&A expenses in 3Q 2012 were $1,730 (16.5% of sales) compared to $2,020 (18.7% of sales) in 3Q 2011, and $5,227 (16.5% of sales) in 9M 2012 compared to $5,025 (18.0% of sales) in 9M 2011. G&A expenses include $638 (6.1% of sales) in 3Q 2012, and $1,913 (6.0% of sales) in 9M 2012, of expense from the amortization of identifiable intangible assets (IIA) resulting from the Femcare acquisition. This compares to $651 (6.0% of sales) in 3Q 2011, and $1,404 (5.0% of sales) in 9M 2011, of IIA amortization expense. Acquisition expenses of $8 in 3Q 2011 and $293 (1.0% of sales) in 9M 2011 were included in G&A operating expenses. There were no acquisition expenses in 9M 2012. In addition to legal/ litigation costs, G&A expenses include the costs of outside director fees and expenses, business insurance, independent financial auditors' fees, tax preparers' fees and corporate governance activities related to the implementation of SEC rules, as well as estimated stock-based compensation expense. Option compensation expense was $16 in 3Q 2012 compared to $24 in 3Q 2011, and $54 in 9M 2012 compared to $73 in 9M 2011.

Operating expense summary:

                                     3Q 2012       3Q 2011       9M 2012       9M 2011
       S&M Expense                 $     646     $     822     $   2,000     $   2,147
       R&D Expense                       140           138           433           386
       G&A Expense                     1,731         2,019         5,227         5,025
       Total Operating Expenses:   $   2,517     $   2,979     $   7,660     $   7,558

e) Non-operating expense

Non-operating expenses (NOE) include loan interest, bank fees and excise taxes minus non-operating income from rent of underutilized property, investment income and royalties received from licensing the Company's technology. NOE.in 3Q 2012 was $111 compared to $265 in 3Q 2011, and $411 in 9M 2012 compared to $561 in 9M 2011. Interest expense on the loans required to finance the Femcare acquisition is the largest component of NOE in each of the periods: $155 in 3Q 2012 compared to $276 in 3Q 2011, and $508 in 9M 2012 compared to $618 in 9M 2011. The lower interest expense in 2012 compared to 2011 was the result of rapidly repaying the $26,934 debt obtained to help acquire Femcare in March 2011. At September 30, 2012, after six calendar quarters, 46% of the debt has been repaid.


f) Income Before Income Taxes

Income before taxes (EBT) results from subtracting UTMD's NOE from its operating income. 3Q 2012 consolidated EBT was $3,849 (36.7% of sales) compared to $3,274
(30.4% of sales) in 3Q 2011. EBT in 9M 2012 was $11,215 (35.4% of sales)
compared to $8,368 (29.9% of sales) in 9M 2011. The EBT of UTMD Ltd. (Ireland) was 169 in 3Q 2012 (23.3% of sales) compared to a loss of 22 in 3Q 2011, and 448 in 9M 2012 (19.9% of sales) compared to 36 (2.4% of sales) in 9M 2011. The EBT of Femcare Group Ltd. (Femcare-Nikomed, Ltd., UK and Femcare Australia Ltd) was 932 (33.0% of sales) in 3Q 2012 compared to 748 (26.6% of sales) in 3Q 2011, and 2,931 (33.1% of sales) in 9M 2012 compared to 1,377 (24.2% of sales) in 9M 2011.

Excluding the noncash effects of depreciation, amortization of intangible assets and stock option expense, 3Q and 9M 2012 consolidated EBT plus interest expense were $4,833 and $14,237, respectively, compared to $4,418 and $11,037 in 3Q and 9M 2011.

g) Net Income

UTMD's consolidated net income was $2,721 (25.9% of sales) in 3Q 2012 compared to $2,237 (20.7% of sales) in 3Q 2011, and $7,910 (24.9% of sales) in 9M 2012 compared to $5,556 (19.9% of sales) in 9M 2011. The improvement in 3Q and 9M 2012 NPM (net income divided by sales) compared to the same periods in 2011 was due to the improvement in OPM described above, less interest expense, a greater portion of EBT in lower taxed sovereignties and a lower corporate income tax rate in the UK. The average consolidated income tax provision (as a % of EBT) in 3Q 2012 was 29.3% compared to 31.7% in 3Q 2011, and 29.5% in 9M 2012 compared to 33.6% in 9M 2011. The corporate income tax rate in the UK changed from 26% to 25% on April 1, 2012. The income tax rate in Australia remains 30%. UTMD's average combined state and federal income tax rate in the U.S. is about 36%, after allowable deductions. The marginal U.S. income tax rate is 39%.

Because Femcare was acquired near the end of 1Q 2011 and UTMD Ltd (Ireland)'s EBT performance was low in 2011, most of consolidated EBT in 9M 2011 was taxed at the U.S. rate, the highest corporate income tax rate of all the sovereignties in which UTMD pays income taxes: Australia, Ireland, the UK and the U.S. In addition, almost all of the acquisition expenses in 9M 2011 were not tax deductible. In 3Q and 9M 2012, a greater contribution to EBT by UTMD Ltd (Ireland) at the lowest tax rate of 12.5% on profits generated from export of goods manufactured in Ireland, in addition to improved profitability in the UK, helped to substantially reduce the average tax provision rate.

h) Earnings Per Share

Earnings per share (EPS) is net income divided by the number of shares of stock outstanding (diluted to take into consideration stock option awards which are "in the money," i.e., have exercise prices below the applicable period's weighted average market value). EPS for the applicable reporting periods follows:

                                     3Q 2012       3Q 2011       9M 2012       9M 2011
        Earnings Per Share (EPS)   $    .730     $    .614     $   2.134     $  1.526.
        Shares (000), Diluted          3,726         3,644         3,706         3,642

Diluted shares used to calculate EPS increased to 3,725,500 in 3Q 2012 from 3,643,700 in 3Q 2011, and to 3,706,000 in 9M 2012 from 3,641,900 in 9M 2011. The number of shares added as a dilution factor in 3Q 2012 was 36,500 compared to 7,400 in 3Q 2011, and 33,900 in 9M 2012 compared to 13,400 in 9M 2011. Employees and directors exercised options for 7,800 UTMD shares in 3Q 2012, and for 55,600 shares in 9M 2012. Actual outstanding common shares at September 30, 2012 were 3,692,400 compared to 3,638,100 one year earlier. Although UTMD did not repurchase shares in the open market during 2012 through September 30, or during calendar 2011, it retains its program for repurchasing shares when they seem undervalued. The primary reason for not repurchasing shares during 2011 and 2012 to date was to use cash generated from operations to rapidly repay debt.

i) Return on Equity

Return on equity (ROE) is the portion of net income retained by UTMD (after payment of dividends to shareholders) to internally finance its growth, divided by the average accumulated shareholder equity for the applicable time period. Annualized year-to-date ROE (after payment of dividends) for 9M 2012 was 16% compared to 10% for 9M 2011. ROE prior to payment of dividends was 24% in 9M 2012 and 19% in 9M 2011. The higher ROE in 2012 was due primarily to higher net income.


Liquidity and Capital Resources

j) Cash flows

Net cash provided by operating activities, including adjustments for depreciation and amortization and other non-cash operating expenses along with changes in working capital totaled $10,499 in 9M 2012 compared to $7,859 in 9M 2011. The most significant differences in the two periods were a net income increase of $2,354, a benefit to cash of $915 from changes in inventories, $671 from a larger increase in accounts payable, and $533 from amortization of identifiable intangibles for three quarters in 2012 compared to approximately two quarters in 2011, offset by a $427 use of cash from a larger increase in accounts receivable and a $424 use from a smaller increase in accrued expenses.

The Company's payment of $41,084 to acquire Femcare in March 2011 was the most significant use of cash in either period. UTMD liquidated a net of $14,655 of investments to help finance the acquisition. The Company borrowed an additional $26,934 during 9M 2011 to help finance the purchase of Femcare.

Capital expenditures for plant, property and equipment (PP&E) were $195 in 9M 2012 and $196 in 9M 2011. Depreciation of PP&E was $494 in 9M 2012 and $536 in 9M 2011.

In 9M 2012, UTMD received $1,185 and issued 52,393 shares of stock upon the exercise of employee and director stock options, net of 3,169 shares retired upon employees trading those shares in payment of the option exercise price. Option exercises in 9M 2012 were at an average price of $23.05 per share. In comparison, the Company received $442 from issuing 19,237 shares of stock on the exercise of employee stock options in 9M 2011.

UTMD repaid $7,174 on its notes payable during 9M 2012, compared to $3,682 during 9M 2011, and paid $1,762 in dividends in 9M 2012, compared to $1,705 in 9M 2011. All of UTMD's notes payable are scheduled to be repaid by April, 2016.

Management believes that income from operations and effective management of working capital will provide the liquidity needed to finance its internal growth plans. Planned capital expenditures during the remainder of 2012 are expected to be less than depreciation of current PP&E. The Company will continue to keep facilities, equipment and tooling in good working order. In addition, the Company may use cash for marketing or product manufacturing rights to broaden the Company's product offerings; for share repurchases when the price of the stock is undervalued; and if available for a reasonable price, an acquisition that might strategically fit UTMD's business model and be accretive to performance.

k) Assets and Liabilities

September 30, 2012 total assets increased $2,414 from December 31, 2011, including an increase in current assets of $3,041 and decreases in net intangible assets and net PP&E assets of $271 and $356 respectively. PP&E in Ireland declined $115, because of $116 in depreciation of fixed assets.

Working capital (current assets minus current liabilities) was $8,642 at September 30, 2012, a $1,257 increase from $7,385 at 2011 year-end. Current assets included a cash and investments increase of $2,771, an accounts receivable increase of $302 and an inventories decrease of $298. September 30, 2012 inventory and receivables balances were within management's asset productivity targets. Current liabilities increased $1,784, including a $1,512 increase in accrued expenses as a result of paying the 4Q 2011 dividend before 2011 year-end, but not paying the 3Q 2012 dividend to shareholders until early October, and an increase in income tax payable. The dividend accrual on September 30, 2012 was $886. Accounts payable increased $253. UTMD has maintained a current ratio of at least 1.7 for all calendar quarters since June 30, 2011. UTMD believes its working capital remains sufficient to meet normal operating needs, debt service requirements and cash dividend payments to shareholders.

Intangible assets decreased $271. The decrease was due to amortization of identifiable intangible assets of $1,957 in 9M 2012, offset by valuing remaining intangible assets with a weaker USD relative to the GBP at September 30, 2012 compared to December 31, 2011. At September 30, 2012, net intangible assets including goodwill were 64% of total assets compared to 66% at year-end 2011.

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