PHILLIPS v. TRIAD GUARANTY INC. et al

Filing 54

RECOMMENDATION OF UNITED STATES MAGISTRATE JUDGE, signed by MAG/JUDGE P. TREVOR SHARP on 1/27/2012; that Defendants' motion to dismiss (Docket No. 24 ) be granted. Such a grant may, in the Court's discretion, be without prejudice to Plaintiff's opportunity, as requested at oral argument, to file a further amended complaint that adequately addresses the pleading deficiencies identified in this Recommendation. (Sheets, Jamie)

IN THE UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF NORTH CAROLINA

JAMES L. PHILLIPS,
Individually and on Behalf of All
Others Similarly Situated,
Plaintiff,
v.
TRIAD GUARANTY INC.,
MARK K. TONNESEN, and
KENNETH W. JONES,
Defendants.

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1:09CV71

RECOMMENDATION OF UNITED STATES MAGISTRATE JUDGE

This matter comes before the Court on Defendants’ motion to dismiss Plaintiff’s
amended class action complaint for failure to state a claim upon which relief may be granted
pursuant to Fed. R. Civ. P. 12(b)(6). (Docket No. 24.) For the reasons set out below, the
Court finds that the amended complaint is legally deficient in material respects.
I. FACTUAL BACKGROUND AND CLAIMS
Defendant Triad Guaranty, Inc. (“Triad”) provided private mortgage insurance
coverage throughout the United States to residential mortgage lenders and investors. (Docket
No. 20, Amended Complaint (“Am. Compl.”), ¶¶ 2, 26.) Defendant Tonnesen was, at
relevant times, President and Chief Executive Officer of Defendant Triad. (Id. ¶ 18.) He

retired from his positions in August 2008. (Id.) Defendant Jones was, at all relevant times,
Senior Vice President and Chief Financial Officer of Defendant Triad. (Id. ¶ 19.) In October
2008, he assumed the role of President and CEO of Triad. (Id.) On April 16, 2009, this
Court appointed Western Pennsylvania Electrical Employees Pension Fund (“Plaintiff”) as
the lead Plaintiff in this action. (Docket No. 15.) The “class” consists of all purchasers of
the publicly traded securities of Defendant Triad between October 26, 2006, and April 1,
2008 (the “class period”). (Am. Compl. at 4.)
According to Plaintiff, Defendants manipulated their internal risk models on bulk
mortgage insurance to justify undercutting their competitors on price in order to achieve
greater market share and short-term profits while at the same time exposing Triad to
considerable risk in the event of a sudden decline in the housing market, which ultimately
occurred. (Docket No. 27 at 9.) Plaintiff alleges that Defendants made false and misleading
statements about Triad’s capital position and financial future which caused the Plaintiff class
to suffer losses as the value of Triad’s stock declined. (Id. at 14.)
Plaintiff’s complaint focuses on Triad’s business in structured bulk insurance
transactions wherein Triad underwrote and insured a group of loans with individual coverage
for each loan, also known as modified pool insurance. (Am. Compl. ¶ 30.) Based partly on
the perceived risk of the entire group of loans, Triad ran proprietary pricing models to
determine a price to submit for insuring the entire group of loans through a bid process. (Id.)

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Triad is domiciled in Illinois and is thus subject to Illinois law on such matters as
providing a contingency or statutory reserve of at least 50% of earned premiums. (Id. ¶¶ 32,
33.) Plaintiff alleges that Triad, by setting its premiums too low, created insufficient
contingency reserves and misstated its risk-to-capital ratio in a material manner. (Id. ¶ 63.)
The numerator of the risk-to-capital ratio is Triad’s “net risk in force” and the denominator
is its “statutory capital.” (Id. ¶ 33.) During the class period, Triad’s stock price was in a
general downward movement. On October 26, 2006, the stock sold for $52.75 per share, and
on April 1, 2008, it closed at $5.25 per share. (Docket No. 25, Ex. 13.)
The types of misrepresentations allegedly made by Defendants fall into three general
categories: (1) false statements that Triad was adequately capitalized and had reserved for
the amount of risk it had assumed; (2) understatement of Triad’s statutory contingency
reserves and its risk-to-capital ratio; and (3) unwarranted optimistic statements about the
company’s risk portfolio, underwriting practices, internal controls, capital position, and
future prospects. (Am. Compl. ¶¶ 3, 5.)
Plaintiff alleges that due to false and misleading statements, Triad’s stock price was
artificially inflated until “the relevant truth about Triad was revealed.” (Id. ¶ 173.) These
market revelations began on August 27, 2007, according to Plaintiff, when Triad filed a Form
8-K announcing that it had drawn down $80 million on a line of credit. (Id. ¶ 174.) Triad’s
stock price at opening on August 27, 2007 was $25.90 per share, and at closing on August
28, 2007 was $19.00 per share. (Docket No. 25, Ex. 13.) The next alleged disclosure was

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on August 28, 2007, when Bear Sterns issued a report stating that the impact of Triad’s $80
million draw-down was substantial and was a cause for concern. (Am. Compl. ¶ 174.)
Triad’s stock price closed at $16.20 per share on August 29, 2007. (Docket No. 25, Ex. 13.)
On August 30, 2007, a disclosure occurred when Fitch Ratings downgraded the long-term
issuer and senior debt ratings of Triad from “A+” to “A.” (Am. Compl. ¶ 174.) Fitch also
on the same day downgraded Triad’s insurer financial strength rating from “AA” to “AA-.”
(Id.)
The fourth alleged disclosure occurred on October 24, 2007, when Triad issued a
press release reporting a net loss of $31.8 million for the quarter ending September 30, 2007,
and a substantial increase in its reserves. (Id.) Also, on the same day, Bear Sterns lowered
its rating of Triad to “Underperform.” (Id.) On February 13, 2008, Triad issued a press
release reporting a $75 million loss for the fourth quarter of 2007 and a net loss of $77.5
million for the year ended December 31, 2007. (Id.)
Plaintiff alleges that the “true picture of Triad’s business, operations and finances
were finally disclosed to the market on April 1, 2008, when the Company filed its annual
report for fiscal year 2007 on Form 10-K with the SEC.” (Id. ¶ 177.) Triad’s stock price fell
from $5.25 when the market closed on April 1, 2008, to $2.15 at the close on April 4, 2008.
(Id. ¶ 178.)
Count I of Plaintiff’s amended complaint alleges that all Defendants violated Section
10(b) of the Exchange Act, 15 U.S.C. §§ 78j(b) and 78t(a), and Rule 10b-5 promulgated

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thereunder, 17 C.F.R. § 240.10b-5. (Am. Compl. at 106.) Count II alleges that the individual
Defendants violated Section 20(a) of the Exchange Act. (Id at 110.)
II. DISCUSSION
A.

Standard of Law
The Rule 12(b)(6) standard for dismissal is modified in this action due to the

allegations of fraud and the securities nature of the action. Rule 9(b), Fed. R. Civ. P.,
requires that “the circumstances constituting fraud” be pled “with particularity.” In addition,
under the Private Securities Litigation Reform Act of 1995 (“PSLRA”), “in pleading a
material misrepresentation or omission, in violation of § 10(b) of the Exchange Act and Rule
10b-5, and the scienter necessary to such a misrepresentation or omission, the plaintiff must
plead facts.” Teachers’ Ret. Sys. of Louisiana v. Hunter, 477 F.3d 162, 172 (4th Cir. 2007)
(emphasis in original). Any complaint not meeting these pleading requirements must be
dismissed. Id.
B.

Analysis
1.

Count I – Section 10(b) and Rule 10b-5
a.

Elements

To state a claim under section 10(b) and Rule 10b-5, a plaintiff must allege that: (1)
the defendant made a false statement or omission of material fact; (2) with scienter; (3) upon
which the plaintiff justifiably relied; (4) that proximately caused the plaintiff’s damages.
Teachers’ Ret. Sys., 477 F.3d at 172.

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b.

Loss causation

The proximate cause element of a securities fraud claim is sometimes referred to as
“loss causation.” Id. at 173 & n.2. Plaintiff must allege facts showing a causal connection
between the alleged material misrepresentations and the plaintiff’s loss. Id. Defendants
argue that Plaintiff has failed to adequately plead loss causation in this case. (Docket No. 26
at 40-48.) The parties disagree on the appropriate pleading standard for this element.
Defendants argue that Plaintiff fails to point to any disclosures of the supposed truth
concerning the alleged misstatements or omissions and that Plaintiff does not plead any facts
demonstrating that its losses were caused by the claimed fraud rather than by market forces
or other intervening events. (Id. at 41-42.) Plaintiff, on the other hand, argues that isolating
the causal factors that affected Triad’s stock price is not an appropriate issue for the motion
to dismiss. (Docket No. 27 at 38.)
The Fourth Circuit clearly explained the pleading standard for loss causation in Katyle
v. Penn Nat’l Gaming, Inc., 637 F.3d 462 (4th Cir.), cert. denied,

U.S.

, 132 S. Ct.

115 (2011). In addressing this issue, the Fourth Circuit considered the Supreme Court’s
decision in Dura Pharms., Inc. v. Broudo, 544 U.S. 336, 347 (2005), which Plaintiff heavily
relies upon in briefing. In Katyle, the Fourth Circuit quoted with approval the Second
Circuit’s decision in Lentell v. Merrill Lynch & Co., 396 F.3d 161, 174 (2d Cir. 2005) for the
proposition that when

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[T]he plaintiff’s loss coincides with a marketwide phenomenon causing
comparable losses to other investors, the prospect that the plaintiff’s loss was
caused by the fraud decreases, and a plaintiff’s claim fails when it has not
adequately pled facts which, if proven, would show that its loss was caused by
the alleged misstatements [or omissions] as opposed to intervening events.
Katyle, 637 F.3d at 471. The Fourth Circuit noted that loss causation must be pled with
“sufficient specificity,” and that “[t]he degree of specificity demanded is that which will
‘enable the court to evaluate whether the necessary causal link exists.’” Id. (citing Teachers’
Ret. Sys., 477 F.3d at 186). The facts alleged in the complaint need not conclusively show
that the stock price decline is attributable solely to the alleged fraud rather than to other
intervening factors; nonetheless, the facts alleged must show that the misrepresentations or
omissions were a substantial cause of the investment’s decline in value. Id. at 472. The
court of appeals observed that if the connection between the alleged misrepresentations and
the loss is attenuated, a fraud claim will not lie. Id. Therefore, this Court must reject
Plaintiff’s position that it is premature at this stage to examine whether Plaintiff has alleged
facts to show that alleged misrepresentations were a substantial cause of the decline of
Triad’s stock price. The burden is on Plaintiff to allege such facts.
There can be no dispute that during the class period there was a market-wide collapse
in the stock price of mortgage insurers such as Triad. See Luminent Mortg. Capital, Inc. v.
Merrill Lynch & Co., 652 F. Supp. 2d 576, 578 (E.D. Pa. 2009) (noting that after plaintiffs
purchased their securities in August 2005, the mortgage industry and mortgage-backed
securities “faced historically unprecedented declines with widespread consequences”). The

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Court may take judicial notice of the trend of stock prices of the major mortgage insurers
during relevant times. See Fed. R. Evid. 201; Greenhouse v. MCG Capital Corp., 392 F.3d
650, 655 n.4 (4th Cir. 2004). Plaintiff in its amended complaint lists the seven major
mortgage insurance companies during the relevant time period as Defendant Triad, Mortgage
Guaranty Insurance Corporation, Radian Guaranty Inc., PMI Mortgage Insurance Co., United
Guaranty Corporation, Genworth Financial Inc., and Republic Mortgage Insurance Company.
(Am. Compl. ¶ 27.) Triad’s stock price declined from $52.75 at the outset of the class period
(October 26, 2006) to $5.25 at the end of the period (April 1, 2008). (Docket No. 25, Ex.
13.) Mortgage Guaranty’s stock price fell during the class period from its high of $70.10 on
February 6, 2007 to its $11.54 close on April 1, 2008. (Id., Ex. 10.) Radian’s stock price fell
during the class period from a high of $67.35 on February 6, 2007 to its close on April 1,
2008 of $6.77. (Id.) The stock price of PMI Mortgage Insurance Co. fell from its high of
$51.46 during the class period on February 6, 2007 to its closing price of $6.11 on April 1,
2008. (Id.) Republic Mortgage’s stock price fell during the class period from its high of
$23.74 on January 3, 2007 to its close of $13.76 on April 1, 2008. (Id.) Finally, the stock
price of Genworth Financial fell from its class period high of $37.16 on February 21, 2007
to its close on April 1, 2008 of $23.91. (Id.) Although some of these declines are steeper
than others, the figures reflect a devastating market-wide fall in the stock price of mortgage
insurance companies during the class period. The record is clear that Triad’s competitors
suffered precipitous declines in stock price comparable to those experienced by Triad.

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The burden is thus upon Plaintiff to allege facts tending to show that the alleged fraud
was a substantial cause of the decline of Triad’s stock price in the midst of this market-wide
collapse. Katyle, 637 F.3d at 472. Moreover, the PSLRA authorizes “the court to assume
that the plaintiff has indeed stated all of the facts upon which he bases his allegation of a
misrepresentation or omission.” Teachers’ Ret. Sys., 477 F.3d at 172 (emphasis in original).
Because Plaintiff has argued that distinguishing fraud from other factors influencing stock
price at this motion stage is “not the law,” Plaintiff fails to point to specific facts showing
that fraud was a substantial cause of Triad’s declining stock price. (Docket No. 27 at 40.)
Plaintiff argues that it is enough that it has described the above-listed market
disclosures over an eight-month period and described the adverse reaction of the market to
each disclosure and the resulting fall of Triad’s stock price. (Id. at 41.) Plaintiff contends
that nothing more is required in response to Defendants’ motion. (Id.)
The disclosures of Triad that Plaintiff relies upon are: (1) the August 2007 $80 million
draw-down of credit by Triad, and the resultant negative analyst commentary; (2) the October
2007 announcement of a net loss of $31.8 million and an increase in reserves and related
commentary; (3) the February 2008 announcement of Triad’s $75 million loss for the fourth
quarter of 2007 and the $77.5 million loss for the year ending December 2007; and (4) the
April 2008 Form 10-K filing of Triad announcing that it had not obtained new capital
commitments and was facing the possibility of a run-off of its business. (Docket No. 27 at
41-42.) The factual summary above undoubtedly shows that these announcements had a

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negative impact on Triad’s stock price. However, these revelations concerning increasingly
negative operating results, and the resulting fall of Triad’s share price, do not affirmatively
demonstrate a link to the alleged fraud. The question remains unanswered by the amended
complaint: what facts suggest that the decline in Triad’s stock price was greater than would
be accounted for simply by the “historically unprecedented” contraction of the housing
industry? Based on the record now before the Court, the housing crisis is just as likely the
cause, if not more likely the cause, of Triad’s deteriorating performance and resultant stock
price decline. Plaintiff’s claim of loss caused in substantial part by fraud is simply not
plausibly stated under the limited allegations of the amended complaint. As a specific

example, under Plaintiff’s theory, the first revelation to the market of Triad’s fraud occurred
on August 27, 2007. Triad’s stock price had before that time declined from $52.75 at the
beginning of the class period to $25.88 on August 24, 2007. (Docket No. 25, Ex. 13.) This
halving of the value of Triad’s stock could not have been due to any market revelation of
alleged fraud. These facts sharply undercut the plausibility of Plaintiff’s loss causation
allegations and arguments. As explained by the Fourth Circuit in Katyle, when the
plaintiff’s loss does no more than mirror a market-wide phenomenon, as here, the likelihood
of causation by fraud is lessened, and the plaintiff must specifically plead facts that tend to
show a causal link.
Because Plaintiff has failed to allege facts tending to show that the alleged fraudulent
acts committed by Defendants was a substantial cause of the decline in value of Triad’s
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stock during the class period, Plaintiff’s Section 10(b) and Rule 10b-5 claims are deficient.
See Katyle, 637 F.3d at 472.
c.

Scienter

In addition to adequately alleging loss causation, Plaintiff must also properly allege
scienter. Teachers’ Ret. Sys., 477 F.3d at 172. Scienter refers to the “wrongful state of
mind” of a defendant. Id. at 173 n.2. To allege scienter against an individual defendant, a
plaintiff must “allege facts that support a ‘strong inference’ that each defendant acted with
at least recklessness in making the false statement.” Id. at 184. For a corporation, the
plaintiff must allege such facts with respect to at least one of its authorized agents. Id.
Although this Court has no occasion at this time to closely examine whether the
alleged fraudulent statements made by Defendants were in fact false, the scienter or state of
mind of the Defendants when they made these allegedly fraudulent statements is linked to
the truth or falsity of the statements. If there were no false statements, there can be no
scienter. Id. Therefore, in reviewing the showing of scienter in the amended complaint, the
Court observes that Plaintiff’s allegations of fact designed to show the alleged falsity of
Defendants’ statements are relatively weak.
Plaintiff’s allegations of falsity in the amended complaint follow a pattern of
attacking the broad, general statements of Defendants regarding the financial health of Triad
without asserting that the underlying data is false. By way of example, Plaintiff argues that
Defendant Tonnesen misled investors on October 26, 2006, by stating during a conference
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call with analysts that “[w]e believe we are being appropriately compensated for [] risk, and
given the growth of our capital base we are in a position where we can accept the higher
level of volatility.” (Docket No. 27 at 17; Am. Compl. ¶ 71.) Plaintiff does not allege that
Triad’s capital base had not grown. Indeed, the press release issued by Triad on the same
day as this conference call set out net income figures showing an increase over income
figures from a year prior. (Am. Compl. ¶ 68.) Plaintiff does not allege that these income
figures were false. Plaintiff also argues that Defendant Tonnesen made a false statement on
July 25, 2007, when he said during another conference call with analysts that, “We’re
comfortable with our capital position today.” (Docket No. 27 at 17; Am. Compl. ¶ 109.)
To back up that statement, Defendant Tonnesen referred to “rais[ing] $80 million in the
line” and noting the positive effect it would have on Triad’s risk-to-capital ratio. (Am.
Compl. ¶ 109.) Plaintiff does not allege that Triad did not raise the $80 million or that it
would not have a positive effect on Triad’s risk-to-capital ratio. Plaintiff does not allege any
falsity with regard to the income figures released by Triad in a press release on the same day
as this conference call. (Id. ¶ 107.)
Plaintiff also points out that Triad was required by statute to maintain at least 50%
of its earned premiums in reserve. (Docket No. 27 at 18; Docket No. 26 at 27.) Plaintiff
does not allege facts showing that Triad did not maintain this amount of premiums in reserve
or that any statements of compliance with this requirement by Defendants were false.
Rather, Plaintiff argues that Triad charged premiums that were too low for its insurance
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policies which resulted in an inadequate reserve amount in case of an economic downturn.
(Id.)
Plaintiff charges that Defendants made false and misleading statements when they
claimed that Triad’s modified pool insurance segment was generating strong revenue and
earnings growth. (Id.) Again, Plaintiff does not allege that this segment was not generating
strong revenue and earnings growth. (Id. at 18-19.) Rather, Plaintiff attacks the basis for
this revenue growth. (Id. at 19.)
The broad and general nature of the alleged misleading statements makes it especially
important that Plaintiff adequately allege facts tending to show that Defendants acted with
scienter. Plaintiff contends that one or two Triad employees in early 2004 began raising
concerns about the adequacy of Triad’s loss reserves with regard to its bulk transactions.
(Am. Compl. ¶¶ 46-52.) Throughout the amended complaint, Plaintiff relies on the
statements of five confidential sources, former employees of Triad, to show that the
individual Defendants were aware that some employees disagreed with the company’s
method of evaluating the risk posed by the bulk insurance being sold and the prices at which
it was sold. (See Am. Compl. ¶ 54.) On March 28, 2007, two of these employees presented
a formal evaluation of Triad’s risk and pricing models to Triad’s risk management
committee to which the individual Defendants belonged. (Id.) These employees proposed
certain changes which they believed would ensure that Triad properly evaluated risk and
appropriately priced its products.

(Id. ¶¶ 58-59.)
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Plaintiff alleges that, after this

presentation, Triad retained a firm to evaluate the employees’ model review. This evaluation
by the outside firm “validated” the model review. (Id. ¶ 59.) Triad made several changes
as a result of these evaluations and primary among them, according to Plaintiff, was to place
restrictions on the authority of Ken Foster, a Triad executive vice-president in charge of
pricing bulk or pool transactions, to adjust Triad’s pricing and risk models. (Id. ¶ 60.)
Plaintiff’s allegations regarding alleged manipulation of Triad’s pricing and risk
models do not support a strong inference that any Defendant acted with intention or
recklessness in making false representations regarding Triad’s financial condition. The
allegations concerning employee concerns about loss reserves, especially as they relate to
the time period before March 28, 2007, are exceedingly sparse. They do not remotely
support a strong inference that Defendants recklessly disregarded material negative
information about the risk inherent in Triad’s bulk loans during that early time period.
Accordingly, none of the representations made by Defendants before March 2007 could
have been made with an intent to deceive or recklessness as to the truth thereof.
With regard to Triad’s pricing of insurance policies, Plaintiff attempts to walk a fine
line between alleging that Defendants priced their products so low that the severe economic
downturn doomed Triad, but not so low that Defendants knew they would lose money on
each policy–an allegation of economically irrational conduct that would not support an
inference of scienter. See Cozzarelli v. Inspire Pharms., Inc., 549 F.3d 618, 627 (4th Cir.
2008); Docket No. 27 at 32 & n.21. Plaintiff concedes that pricing products below the
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prices of competitors increased Triad’s market share and was a desired consequence for
Triad. (Id.) This very narrow range of pricing between what would be a possibly successful
business practice and an economically irrational practice makes it extremely difficult for
Plaintiff to raise a strong inference that Defendants acted recklessly in describing the effect
their pricing or risk modeling strategies had on the financial condition of the company, and
Plaintiff has not done so.
At bottom, the evaluation of risks with regard to Triad’s bulk insurance products
necessarily involves technical concepts. The amended complaint does not contain sufficient
factual allegations to cause the Court to find it plausible that Defendants acted outside the
range of objectively reasonable valuation and risk assessment in the environment in which
they were operating in mid-2007 and beyond.1 To allege only that several persons within
the company argued for another risk model, and that an outside company “validated” this
model, falls short of raising a strong inference that Defendants knowingly or recklessly
misled the market as to the financial position and risk exposure of the company.
Finally with regard to scienter, courts have recognized that a defendant’s purchase
of a company’s stock during relevant times may be considered by the Court. See In re
Inspire Pharms., Inc. Secs. Litig., 515 F. Supp. 2d 631, 640 (M.D.N.C. 2007), aff’d sub

1

As noted above, Plaintiff’s allegations regarding the period before March 28, 2007,
raise no significant inference of scienter on the part of any Defendant with regard to
disclosures made during that early time within the class period.
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nom. Cozzarelli, 549 F.3d 618. The individual Defendants show through public SEC
filings, of which this Court may take notice,2 that they each made purchases of Triad stock
during the class period. (Docket No. 25, Exs. 1, 2.) Defendant Tonnessen acquired
significant quantities of Triad stock on July 31, 2007 and on October 30, 2007. (Id., Ex. 2.)
Defendant Jones acquired Triad stock on August 2, 2007. (Id., Ex. 1.) Although the Court
does not weigh this factor significantly in its analysis, it seems unlikely that they would have
purchased these shares of stock if they knew or had recklessly disregarded the possibility
that their public statements of Triad’s financial position were materially false.
Accordingly, Plaintiff has failed to sufficiently allege scienter on the part of any
Defendant. This is an independent basis upon which the amended complaint is deficient.
Finding that the amended complaint is deficient in two major respects, the Court does not
address other grounds for dismissal raised by Defendants.
2.

Count II – Section 20(a)

Section 20(a) of the Exchange Act imposes liability on each person who “controls any
person liable under any provision of this chapter” to the “same extent as such controlled
person.” 15 U.S.C. § 78t(a). This claim therefore “requires a predicate allegation of a
violation of law.” Teachers’ Ret. Sys., 477 F.3d at 188. Because Plaintiff has failed to state
a predicate violation of law, Count II states no claim. See Cozzarelli, 549 F.3d at 628

2

See In re PEC Solutions, Inc. Secs. Litig., 418 F.3d 379, 390 n.10 (4th Cir. 2005).
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(claims under section 20(a) were derivative of section 10(b) and Rule 10b-5 claims, and thus
were properly dismissed).
Conclusion
For the foregoing reasons, IT IS RECOMMENDED that Defendants’ motion to
dismiss (Docket No. 24) be granted. Such a grant may, in the Court’s discretion, be without
prejudice to Plaintiff’s opportunity, as requested at oral argument, to file a further amended
complaint that adequately addresses the pleading deficiencies identified in this
Recommendation.

/s/ P. Trevor Sharp
United States Magistrate Judge

Date: January 27, 2012

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