0001437749-16-024469.txt : 20160202 0001437749-16-024469.hdr.sgml : 20160202 20160202080343 ACCESSION NUMBER: 0001437749-16-024469 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160202 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160202 DATE AS OF CHANGE: 20160202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DSP GROUP INC /DE/ CENTRAL INDEX KEY: 0000915778 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942683643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35256 FILM NUMBER: 161379238 BUSINESS ADDRESS: STREET 1: 161 S. SAN ANTONIO ROAD STREET 2: SUITE 10 CITY: LOS ALTOS STATE: CA ZIP: 94022 BUSINESS PHONE: 408-986-4300 MAIL ADDRESS: STREET 1: 161 S. SAN ANTONIO ROAD STREET 2: SUITE 10 CITY: LOS ALTOS STATE: CA ZIP: 94022 8-K 1 dspg20160131_8k.htm FORM 8-K dspg20160131_8k.htm

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): February 2, 2016

 

DSP GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)

 

Delaware
(State or Other Jurisdiction of Incorporation)

 

0-23006
(Commission File Number)

94-2683643
(I.R.S. Employer Identification No.)

   

161 S. San Antonio Road, Suite 10
Los Altos, CA
(Address of Principal Executive Offices)

94022
(Zip Code)

 

408/986-4300
(Registrant’s Telephone Number, Including Area Code)

 

Jaclyn Liu, Esq.
Morrison & Foerster llp
425 Market Street
San Francisco, CA 94105

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 
 

 

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

On February 2, 2016, DSP Group, Inc. (the “Company”) announced its financial results for the quarter and year ended December 31, 2015. A copy of the press release, dated February 2, 2016, is attached and filed herewith as Exhibit 99.1. This information, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing.

 

In addition to the disclosure of financial results for the quarter and year ended December 31, 2015 in accordance with generally accepted accounting principles in the United States (“GAAP”), the press release also included non-GAAP net income and diluted earnings per share, for the quarters and years ended December 31, 2015 and 2014 that excluded (a) for the quarter ended December 31, 2015, the impact of amortization of acquired intangible assets in the amount of $321,000 associated with the acquisition of BoneTone Communications (“BoneTone”); equity-based compensation expenses of $1.2 million; write-off of $400,000 associated with an expired option related to a previous investment in a private company (the “Expired Option”); and amortization of deferred tax liability related to intangible assets acquired in the BoneTone acquisition in the amount of $114,000; (b) for the quarter ended December 31, 2014, the impact of amortization of acquired intangible assets of $382,000 associated with the acquisition of the Cordless and VoIP Terminals business of NXP B.V. (the “CIPT Business”) and the BoneTone acquisition; equity-based compensation expenses of $1.2 million; amortization of deferred tax liability related to intangible assets acquired in connection with the BoneTone acquisition in the amount of $49,000; elimination of valuation allowance of deferred tax assets and tax advances in the amount of $2.1 million; and a tax benefit of $858,000 resulting from the reversal of an income tax contingency reserve; (c) for the year ended December 31, 2015, the impact of amortization of acquired intangible assets of $1.3 million associated with the BoneTone acquisition; equity-based compensation expenses of $5.1 million; write-off of $400,000 associated with the Expired Option; and amortization of deferred tax liability related to intangible assets acquired in connection with the BoneTone acquisition in the amount of $369,000; and (d) for the year ended December 31, 2014, the impact of amortization of acquired intangible assets of $1.6 million associated with acquisitions of the CIPT Business and BoneTone; equity-based compensation expenses of $5.4 million; amortization of deferred tax liability related to intangible assets acquired in connection with the BoneTone acquisition in the amount of $339,000; elimination of valuation allowance of deferred tax assets and tax advances in the amount of $2.1 million; and a tax benefit of $858,000 resulting from the reversal of an income tax contingency reserve.

 

The Company believes that the non-GAAP presentation in the press release is useful to investors in analyzing the results for the quarter and year ended December 31, 2015 and 2014 because the exclusion of such expense may provide a more meaningful analysis of the Company’s core operating results. Further, the Company believes it is useful for investors to understand how the expenses associated with the application of FASB ASC No. 718 are reflected on its statements of income. The non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP, and are intended to provide additional insight into the Company’s operations that, when viewed with its GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, offer a more complete understanding of factors and trends affecting the Company’s business. The non-GAAP presentation should not be viewed as a substitute for the Company’s reported GAAP results.

 

 
2
 

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

d. Exhibits

 

Exhibit No.

Description

99.1

Press Release of DSP Group, Inc., dated February 2, 2016.

 

 
3
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

DSP GROUP, INC.

 

 

 

 

 

 

 

 

 

Date:     February 2, 2016

By:

/s/ Dror Levy

 

 

 

Dror Levy

 

 

 

Chief Financial Officer and Secretary

 

 

 

 

 

     

 

 

 

 

4

 EX-99.1 2 ex99-1.htm EXHIBIT 99.1 dspg20160131_8k.htm

Exhibit 99.1 

DSP Group, Inc. Reports Fourth Quarter 2015 Results

Record Quarterly Contribution from New Products at 33% of Revenues

Fourth Quarter Gross Margin Increased 340 Basis Points Year-over-Year to 43%

Fourth Quarter GAAP and Non-GAAP Earnings per Share Exceeded Guidance

 

LOS ALTOS, Calif., February 2, 2016 - DSP Group®, Inc. (NASDAQ: DSPG), a leading global provider of wireless chipset solutions for converged communications, announced today its results for the fourth quarter and the year ended December 31, 2015.

 

Fourth Quarter Financial Highlights:

 

●

GAAP and non-GAAP diluted earnings per share of $0.00 and $0.07, respectively, exceeding guidance

 

●

Revenues of approximately $33.8 million, down 9% year-over-year

 

●

Record non-GAAP gross margin of 43.2%, exceeding the high end of guidance

 

●

Non-GAAP operating income of $1.4 million, 4% of revenues, compared to non-GAAP operating income of $1.1 million in the fourth quarter of 2014

 

●

Non-GAAP net income of $1.7 million, compared to non-GAAP net income of $1.3 million in the fourth quarter of 2014

 

●

Generated $8.3 million of cash flows from operations

 

●

Repurchased 206,000 shares for a total consideration of $2.0 million

 

●

Cash, deposits and marketable securities of $121.7 million as of December 31, 2015

 

Full Year 2015 Financial Highlights:

●

GAAP diluted earnings per share of $0.07 and non-GAAP diluted earnings per share of $0.34

 

●

Revenues of approximately $144.3 million, an increase of 1% vs. $143.0 million in 2014

 

●

Non–GAAP gross margins of 41.7%, a 160 basis points improvement vs. 2014

 

●

Non-GAAP operating income of $7.5 million, reaching 5% of revenues compared to non-GAAP operating income of $6.5 million in 2014

 

●

Non-GAAP net income of $8.0 million, reaching 6% of revenues compared to non-GAAP net income of $7.3 million in 2014

 

●

GAAP net income of $1.6 million compared to $3.6 million in 2014

 

●

Generated $12.2 million of cash from operating activities

 

●

Repurchased 1.3 million shares for a total consideration of $13.2 million

 

 
 
 

 

Management Comments:

Commenting on the results, Ofer Elyakim, CEO of DSP Group, stated, “We are very pleased with our accomplishment of full year revenue growth, which was driven by an increase of approximately 35% from new products and record VoIP sales. Moreover, during the fourth quarter, we successfully executed on our growth initiatives, as reflected by record contributions from new products, reaching 33% of revenues, and a promising design pipeline across HGW, ULE, mobile and VoIP. We are excited about harvesting years of R&D investments and reaping the benefits in the form of successful product launches and promising diversified revenue streams. Looking forward, we expect growth from new products to accelerate and drive overall revenue growth, as well as higher gross margins and better profitability.”

 

Mr. Elyakim added, “In the first quarter of 2016, we expect a temporary slowdown in revenues due to decreasing demand for cordless telephony products, which will be partially offset by growth from new products. In particular, we expect mobile revenues to contribute more meaningfully to our first quarter results. The proven success of new product initiatives is propelling us rapidly towards an inflection point where the high growth, high margin segments will dominate our business and become the basis for sustaining our long-term value.”

 

Products and Market Highlights:

 

●

Unveiled SparkPA, highest performance CMOS Power Amplifier (PA) for 5GHz Wi-Fi 802.11ac using TSMC Standard CMOS Process

     
 

●

New products revenues of $11.2 million in the fourth quarter and $40.1 million for the full year 2015, representing year-over-year increases of 48% and 35%, respectively

     
 

●

Record Office/VoIP segment revenues of $7.1 million for the fourth quarter and $22.2 million for the full year 2015, representing year-over-year increases of 79% and 56%, respectively

     
 

●

Major design-win for HDClear with a leading mobile OEM

     
 

●

Turkcell selected our ULE products to power its newly launched home IoT service

     
 

●

Swisscom launched an innovative button by Askey based on our ULE SoC

     
 

●

Polycom’s Next-Generation DECT IP Phones power by our DECT and VoIP chipset

 

 
2
 

 

2015 Fourth Quarter Results

GAAP Results:

Revenues for the fourth quarter of 2015 were $33.8 million, a decrease of 9% from revenues of $37.2 million for the fourth quarter of 2014. Net loss for the fourth quarter of 2015 was $0.1 million, as compared to net income of $2.7 million for the fourth quarter of 2014. Basic and diluted earnings per share for the fourth quarter of 2015 were $0.00, as compared to basic and diluted earnings per share of $0.13 and $0.12, respectively, for the fourth quarter of 2014.

 

Year End Results:

Revenues for the year ended December 31, 2015 were $144.3 million, an increase of 1% from 2014 revenues of $143.0 million. Net income for 2015 was $1.6 million, compared to a net income of $3.6 million for 2014, a decrease of 57%. Basic and diluted earnings per share for 2015 were $0.07, compared to basic and diluted income per share of $0.16 for 2014, a 56% decrease.

 

Non-GAAP Results:

Non-GAAP net income and diluted earnings per share for the fourth quarter of 2015 were $1.7 million and $0.07, respectively, as compared to non-GAAP net income and diluted earnings per share of $1.3 million and $0.06, respectively, for the fourth quarter of 2014. Non-GAAP net income and earnings per share for the fourth quarter of 2015 excluded the impact of amortization of acquired intangible assets in the amount of $321,000 associated with the acquisition of BoneTone Communications; equity-based compensation expenses of $1.2 million; write-off of $400,000 associated with an expired option related to a previous investment in a private company; and amortization of deferred tax liability related to intangible assets acquired in the BoneTone acquisition in the amount of $114,000. Non-GAAP net income and earnings per share for the fourth quarter of 2014 excluded the impact of amortization of acquired intangible assets of $382,000 associated with the acquisition of the CIPT business from NXP B.V. and the BoneTone acquisition; equity-based compensation expenses of $1.2 million; amortization of deferred tax liability related to intangible assets acquired in connection with the BoneTone acquisition in the amount of $49,000; elimination of valuation allowance of deferred tax assets and tax advances in the amount of $2.1 million; and a tax benefit of $858,000 resulting from the reversal of an income tax contingency reserve.

 

 
3
 

 

Non-GAAP net income and diluted earnings per share for the year ended December 31, 2015 were $8.0 million and $0.34, respectively, as compared to non-GAAP net income and diluted earnings per share of $7.3 million and $0.31, respectively, for the year ended December 31, 2014, an increase of 9.5% and 9.7%, respectively. Non-GAAP net income and diluted earnings per share for the year ended December 31, 2015 excluded the impact of amortization of acquired intangible assets of $1.3 million associated with the BoneTone acquisition; equity-based compensation expenses of $5.1 million; write-off of $400,000 associated with an expired option related to a previous investment in a private company; and amortization of deferred tax liability related to intangible assets acquired in connection with the BoneTone acquisition in the amount of $369,000. Non-GAAP net income and diluted earnings per share for the year ended December 31, 2014 excluded the impact of amortization of acquired intangible assets of $1.6 million associated with acquisitions of the CIPT business and BoneTone; equity-based compensation expenses of $5.4 million; amortization of deferred tax liability related to intangible assets acquired in connection with the BoneTone acquisition in the amount of $339,000; elimination of valuation allowance of deferred tax assets and tax advances in the amount of $2.1 million; and a tax benefit of $858,000 resulting from the reversal of an income tax contingency reserve.

 

Earnings Conference Call Details:

DSP Group will discuss its fourth quarter financial results, along with its outlook and guidance for the first quarter of 2016, on its conference call at 8:30 a.m. ET today, and invites you to listen via our conference call or a live broadcast over the Internet.

 

Investors may access the conference call by dialing +1 877 280 1254 (domestic US) or +1 646 254 3388 (international) approximately 10 minutes prior to the starting time. The password is DSP Group. The broadcast via the Internet can be accessed by all interested parties through the Investor Relations section of DSP Group’s website at www.dspg.com or link to: http://edge.media-server.com/m/p/yzmuvbdu

 

A replay of the conference call will be available for a week following the call. To listen to the session, please dial +1 347 366 9565 (domestic US) or +44(0)20 3427 0598 (international) and enter the company access code: 3790144#.

 

 
4
 

 

Presentation on Non-GAAP Net Income Calculation

The Company believes that the non-GAAP presentation of net income and diluted earnings per share presented in this press release is useful to investors in comparing results for the quarter and year ended December 31, 2015 to the same periods in 2014 because the exclusion of the above noted expenses may provide a more meaningful analysis of the Company’s core operating results. Further, the Company believes it is useful to investors to understand how the expenses associated with equity-based compensation are reflected in its statements of income.

 

Forward Looking Statements

This press release contains statements that qualify as “forward-looking statements” under the Private Securities Litigation Reform Act of 1995, including Mr. Elyakim’s statements regarding a temporary slowdown in first quarter 2016 revenues due to decreasing demand for cordless telephony products which would be partially offset by growth in new products, optimism about reaping the rewards of prior R&D investments in the form of successful product launches and promising diversified revenue streams, anticipation that new products growth will accelerate and drive overall revenue growth, higher margins and better profitability, more meaningful revenues from mobile in the first quarter of 2016 and the potential that the high growth, high margin segments will dominate DSP Group’s business in the future and become the basis for sustaining the company’s long-term value. The results from these statements may not actually arise as a result of various factors, including the magnitude of the decline in DSP Group’s cordless business; the growth of VoIP sales; the market penetration of new products; unexpected delays in the commercial launch of new products, including in the mobile segment; slower than expected change in the nature of residential communications domain; DSP Group's ability to manage costs, DSP Group’s ability to develop and produce new products at competitive costs and in a timely manner and the ability of such products to achieve broad market acceptance; and general market demand for products that incorporate DSP Group’s technology in the market. These factors and other factors which may affect future operating results or DSP Group’s stock price are discussed under “RISK FACTORS” in the Form 10-K for fiscal 2014, as well as other reports DSP Group has filed with the Securities and Exchange Commission and which are available on DSP Group’s website (www.dspg.com) under Investor Relations. DSP Group assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.

 

About DSP Group

DSP Group®, Inc. (NASDAQ: DSPG) is a leading global provider of wireless chipset solutions for converged communications. Delivering semiconductor system solutions with software and hardware reference designs, DSP Group enables OEMs/ODMs, consumer electronics (CE) manufacturers and service providers to cost-effectively develop new revenue-generating products with fast time to market. At the forefront of semiconductor innovation and operational excellence for over two decades, DSP Group provides a broad portfolio of wireless chipsets integrating DECT/CAT-iq, ULE, Wi-Fi, PSTN, HDClear™, video and VoIP technologies. DSP Group enables converged voice, audio, video and data connectivity across diverse mobile, consumer and enterprise products – from mobile devices, connected multimedia screens, and home automation & security to cordless phones, VoIP systems, and home gateways. Leveraging industry-leading experience and expertise, DSP Group partners with CE manufacturers and service providers to shape the future of converged communications at home, office and on the go. For more information, visit www.dspg.com.

 

 
5
 

 

Contact:

DSP Group Inc.

Dror Levy, CFO

Work: 1-408-240-6844

Dror.Levy@dspg.com

 

The Piacente Group / Investor Relations

Don Markley, 1-212-481-2050

dspg@thepiacentegroup.com

 

 

 
6
 

 

DSP GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

 

 

   

Three Months Ended 

    

Twelve Months Ended

 
   

December 31,

    

December 31,

  
   

2015

    

2014

    

2015

    

2014

  
   

(Unaudited)

    

(Unaudited)

    

(Unaudited)

    

(Audited)

  
                                 

Revenues

  $ 33,770     $ 37,159     $ 144,271     $ 143,036  

Cost of revenues

     19,253       22,438       84,411       85,992  
         

 

    

 

    

 

  

Gross profit

     14,517       14,721       59,860       57,044  

Operating expenses:

                                

Research and development, net

     8,803       9,155       35,483       33,468  

Sales and marketing

     2,995       2,980       12,103       11,905  

General and administrative

     2,486       2,600       9,876       10,541  

Amortization of intangible assets

    721       382       1,684       1,573  
   

 

    

 

    

 

    

 

  

Total operating expenses

     15,005       15,117       59,146       57,487  
   

 

    

 

    

 

    

 

  

Operating income (loss)

    (488 )     (396 )     714       (443 )
                                 

Financial income, net

     304       309       1,175       1,204  
   

 

    

 

    

 

    

 

  

Income (loss) before taxes on income

    (184 )     (87 )     1,889       761  

Taxes on income (income tax benefit)

    (76 )     (2816 )     327       (2,841 )
   

 

    

 

    

 

    

 

  

Net income (loss)

   $ (108 )   $ 2,729     $ 1,562     $ 3,602  

Net earnings per share:

                                

Basic

   $ 0.00     $ 0.13     $ 0.07     $ 0.16  

Diluted

   $ 0.00     $ 0.12     $ 0.07     $ 0.16  
                                 

Weighted average number of shares used in per share computations of net earnings per share:

                                

Basic

     21,634       21,679       21,924       21,968  

Diluted

     21,634       23,331       23,340       22,954  

 

 
7
 

 

Unaudited Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands, except per share amounts)
   

Three Months Ended

    

Twelve Months Ended

 
   

December 31,

    

December 31,

  
   

2015

    

2014

    

2015

    

2014

  
   

Unaudited

    

Unaudited

    

Unaudited

    

Unaudited

  

GAAP net income (loss)

   $ (108 )   $ 2,729     $ 1,562     $ 3,602  

Equity-based compensation expense included in cost of revenues

    72       63       300       300  

Equity-based compensation expense included in research and development, net

     504       513       2,201       2,381  

Equity-based compensation expense included in sales and marketing

    150       140       641       621  

Equity-based compensation expense included in general and administrative

    441       444       1,950       2,057  

Amortization of intangible assets and write off of expired option

    721       382       1,684       1,573  

Amortization of deferred tax liability related to intangible assets

    (114 )     (49 )     (369 )     (339 )

Reversal of income tax contingency reserve that was determined to be no longer needed due to the finalization of tax audit

            (858 )             (858 )

Elimination of valuation allowance of deferred tax assets and tax advances

             (2,061 )             (2,061 )

Non-GAAP net income

   $ 1,666     $ 1,303     $ 7,969     $ 7,276  
                                 

Weighted-average number of common stock used in computation of GAAP diluted net earnings per share (in thousands)

     21,634       23,331       23,340       22,954  

Weighted-average number of shares related to outstanding options, stock appreciation rights and restricted share units (in thousands)

     1,531       248       357       671  

Weighted-average number of common stock used in computation of non-GAAP diluted net earnings per share (in thousands)

     23,165       23,579       23,697       23,625  
                                 

GAAP diluted net earnings per share

  $ 0.00     $ 0.12     $ 0.07     $ 0.16  

Equity-based compensation expense

     0.05       0.05       0.22       0.23  

Amortization of intangible assets and write off of expired option

    0.03       0.02       0.07       0.07  

Amortization of deferred tax liability related to intangible assets

    (0.01 )     (0.01 )     (0.02 )     (0.02 )

Reversal of income tax contingency reserve that was determined to be no longer needed due to the finalization of tax audit

            (0.03 )             (0.04 )

Elimination of valuation allowance of deferred tax assets and tax advances.

             (0.09 )             (0.09 )

Non-GAAP diluted net earnings per share

   $ 0.07     $ 0.06     $ 0.34     $ 0.31  

 

 
8
 

 

DSP GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

 

   

December 31,

    

December 31,

  
   

2015

    

2014

 
   

(Unaudited)

    

(Audited)

  

Assets

                

Current assets:

                
Cash and cash equivalents   $ 13,704     $ 20,544  
Restricted deposits     168       623  

Marketable securities and short term deposits

     18,070       11,508  

Trade receivables, net

     19,211       20,298  

Inventories

     11,453       15,635  

Other accounts receivable and prepaid expenses

     3,319       1,902  

Total current assets

     65,925       70,510  
                 

Property and equipment, net

     3,764       2,843  
                 

Long term marketable securities and deposits

     89,714       92,269  

Severance pay fund

     11,578       10,860  

Deferred income taxes

     1,311       924  

Intangible assets, net

     9,127       10,411  

Investment in other companies

     1,800       2,200  

Long term prepaid expenses and lease deposits

     743       1,162  
      114,273       117,826  

Total assets

   $ 183,962     $ 191,179  
                 

Liabilities and Stockholders’ Equity

                

Current liabilities:

                

Trade payables

   $ 13,103     $ 15,282  

Other current liabilities

    14,470       16,411  

Total current liabilities

     27,573       31,693  
                 

Accrued severance pay

     11,703       10,929  

Accrued pensions

     892       1,089  

Deferred income taxes

     476       845  

Total long term liabilities

     13,071       12,863  
                 

Stockholders’ equity:

                

Common stock

     22       22  

Additional paid-in capital

     361,023       355,906  

Accumulated other comprehensive loss

     (1,267 )     (1,566 )

Less – Cost of treasury stock

     (125,697 )     (122,387 )

Accumulated deficit

     (90,763 )     (85,352 )

Total stockholders’ equity

     143,318       146,623  

Total liabilities and stockholders’ equity

   $ 183,962     $ 191,179  

 

 

 

 

9

 GRAPHIC 3 dspg20160131_8kimg001.jpg begin 644 dspg20160131_8kimg001.jpg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end