SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

For the Month of June 2015

 

Commission File Number 001-33692

 

China Digital TV Holding Co., Ltd.
(Translation of registrant’s name into English)

 

Jingmeng High-Tech Building B, 4th Floor
No. 5 Shangdi East Road
Haidian District, Beijing 100085
People’s Republic of China
(Address of principal executive offices)

 

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

 

Form 20-F x Form 40-F ¨

 

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___)

 

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___)

 

(Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

 

Yes ¨ No x

 

(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-            .)

 

 
 

 

EXHIBITS

 

Exhibit Number Page
99.1 Press release, dated June 8, 2015  4

 

 
 

 

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, thereunto duly authorized.

 

  CHINA DIGITAL TV HOLDING CO., LTD.
   
   
Date: June 8, 2015 By:        /s/ Zengxiang LU              
  Name: Zengxiang LU
  Title: Chief Executive Officer

 

 

 



 

Exhibit 99.1

 

China Digital TV Announces Unaudited First Quarter 2015 Results

 

BEIJING, China, June 8, 2015 — China Digital TV Holding Co., Ltd. (NYSE: STV) (“China Digital TV” or the “Company”), the leading provider of cloud-based application platforms and conditional access ("CA") systems which enable China's digital cable television market to offer and secure diversified content services, today announced its unaudited financial results for the first quarter ended March 31, 2015.

 

“During the first quarter, we made further progress in our evolution from being China's leading access technology provider to the cable TV market, to being a first-mover as a diversified digital TV service provider to cable operators, increasing the prevalence of cable programming outside the home and mobile applications inside the home,” said Dr. Zengxiang Lu, China Digital TV's acting chief executive officer. “As was expected, revenue came in soft due to the ongoing market decline of the conditional access business and negative impact of seasonality in the first quarter. Despite these headwinds, we maintain our market dominance in this segment with a market share of over 50% and key relationships with nearly all of China’s cable operators.”

 

Dr. Lu continued, “We believe that our leading position in this mature sector will pave the way for future success in the emerging frontier of providing cloud-based content programming for cable operators, helping them realize new streams of revenue. We continued to expand our cloud cooperation with Beijing Gehua CATV Network to 1,400 streams, and are happy to report that we currently have 300,000 registered users for cloud services under this partnership and expect to double that figure by year-end. Furthermore, we inked an agreement with the city of Zibo in Shandong province to deploy our cloud platform, and continue to explore other municipal and provincial partnerships to expand our cloud services into new regions.”

 

Ms. Yue Qian, China Digital TV's acting chief financial officer, commented, “As our business continues to transform, it will take several quarters before our investment in these new frontiers achieves significant returns. Understandably revenues were soft due to the market maturity in the traditional segment and the still nascent state of our cloud platform segment. However, this short-term volatility should not dilute the key message that in front of us lays a tremendous market opportunity and we are uniquely well-positioned to leverage our existing capabilities and platform to take advantage of these new emerging growth avenues.”

 

First Quarter 2015 Results1

 

In the first quarter of 2015, China Digital TV’s smart card shipments decreased by 17.1% to approximately 2.95 million from 3.56 million in the prior year period.

 

In the first quarter of 2015, China Digital TV’s net revenues decreased by 22.7% to US$14.0 million from US$18.2 million in the prior year period. The decrease was primarily due to decreases in revenues from the sales of smart cards and other products caused by the general market decline of the mature CA business.

 

In the first quarter of 2015, revenues from the Company’s top five customers accounted for 28.4% of total revenues, as compared to 25.0% in the prior year period.

 

Revenue Breakdown

______________________________

1 Unless otherwise stated, all financial statement measures stated in this press release are based on generally accepted accounting principles in the United States (“U.S. GAAP”).

 

 
 

 

    For the three months ended 
   March 31,   December 31,   March 31, 
   2015   2014   2014 
   (in U.S. dollars, in thousands) 
Products:               
Smart cards  $12,839   $22,145   $15,591 
Other products   376    2,354    1,556 
Subtotal   13,215    24,499    17,147 
Services:               
Head-end system integration   596    3,210    413 
Head-end system development   318    737    271 
Licensing income   100    1,155    311 
Royalty income   123    152    303 
Other services   6    11    127 
Subtotal   1,143    5,265    1,425 
Total revenues  $14,358   $29,764   $18,572 

 

Revenues from smart cards decreased by 17.7% to US$12.8 million in the first quarter of 2015 from US$15.6 million in the prior year period. The decrease was mainly due to a decrease in shipment volumes of smart cards. Sales of smart cards accounted for 89.4% of total revenues in the first quarter of 2015, as compared to 83.9% in the prior year period.

 

Revenues from other products decreased by 75.8% to US$0.4 million in the first quarter of 2015 from US$1.6 million in the prior year period. The decrease was mainly attributable to lower sales of surface mounted chips. Sales of other products accounted for 2.6% of total revenues in the first quarter of 2015, as compared to 8.4% in the prior year period.

 

Revenues from services decreased by 19.8% to US$1.1 million in the first quarter of 2015 from US$1.4 million in the prior year period. The decrease was primarily due to the decline in licensing and royalty income, which was partially offset by an increase in head-end system integration. Revenues from services accounted for 8.0% of total revenues in the first quarter of 2015, as compared to 7.7% in the prior year period.

 

Cost of revenues from smart cards and other products decreased by 22.3% to US$2.2 million in the first quarter of 2015 from US$2.8 million in the prior year period. The decrease was mainly due to a decline in cost of revenues from smart cards resulting from decreased shipment volumes of smart cards. Cost of revenues from smart cards and other products accounted for 65.0% and 3.4% of total cost of revenues, as compared to 66.0% and 6.6% in the prior year period.

 

Cost of revenues from services decreased by 5.1% to US$1.0 million in the first quarter of 2015 from US$1.1 million in the prior year period. The decrease was mainly due to a decline in revenues from services. Cost of revenues from services accounted for 31.5% of total cost of revenues, as compared to 27.4% in the prior year period.

 

Gross profit in the first quarter of 2015 decreased by 24.1% to US$10.8 million from US$14.3 million in the prior year period. Gross margin, which is equal to gross profit divided by net revenues, was 77.1% in the first quarter of 2015, as compared to 78.6% in the prior year period. The decline in gross margin was primarily due to a decrease in revenues from other products, such as surface mounted chips, which carry a relatively high gross margin.

 

 
 

 

In the first quarter of 2015, the average selling price of smart cards decreased by 1.1%, as compared to the prior year period. In addition, the unit cost of smart cards decreased by 2.0%, as compared to the prior year period.

 

Operating expenses in the first quarter of 2015 decreased by 8.4% to US$9.6 million from US$10.5 million in the prior year period.

 

Research and development expenses in the first quarter of 2015 decreased by 3.8% to US$3.9 million from US$4.0 million in the prior year period. The decrease was primarily due to decreases in personnel related expenses resulting from lower headcount.

 

Selling and marketing expenses in the first quarter of 2015 decreased by 13.9% to US$3.5 million from US$4.1 million in the prior year period. The decline was mainly due to a decrease in marketing activities relating to the Company’s CA business.

 

General and administrative expenses in the first quarter of 2015 decreased by 7.0% to US$2.2 million from US$2.4 million in the prior year period. The decrease was mainly due to decreased share-based compensation expenses.

 

Income from operations in the first quarter of 2015 decreased by 67.7% to US$1.2 million from US$3.8 million in the prior year period. Operating margin, which is equal to operating income divided by net revenues, in the first quarter of 2015 was 8.7%, as compared to 20.8% in the prior year period.

 

Income tax expenses in the first quarter of 2015 increased by 56.7% to US$1.4 million from US$0.9 million in income tax expense in the prior year period. The increase was mainly due to the increase in accrued income tax expenses resulting from Beijing Super TV Co., Ltd., (“Super TV”), one of the Company's PRC operating subsidiaries, being taxed at a higher tax rate of 15% in the first quarter of 2015. Previously, Super TV was designated as a "key software enterprise" for the tax years of 2013 and 2014 by the relevant PRC government authorities and, as a result, was entitled to a preferential income tax rate of 10% in each of those years.

 

Net income attributable to holders of ordinary shares in the first quarter of 2015 decreased by 91.1% to US$0.4 million from US$4.1 million in the prior year period. Net margin, which is equal to net income divided by net revenues, in the first quarter of 2015 was 2.6%, as compared to 22.3% in the prior year period.

 

Non-GAAP net income attributable to holders of ordinary shares2 in the first quarter of 2015 decreased by 89.7% to US$0.4 million from US$4.4 million in the prior year period3.

 

Balance Sheet and Cash Flow

 

As of March 31, 2015, China Digital TV had cash and cash equivalents and restricted cash totaling US$61.3 million. In the first quarter of 2015, cash flow used in operations was approximately US$3.5 million.

 

Business Outlook

 

Based on information available as of June 8, 2015, China Digital TV expects smart card shipment volumes in the second quarter of 2015 to be in the range of 2.1 million to 2.4 million. Net revenues in the second quarter of 2015 are expected to be in the range of US$8.77 million to US$9.93 million.

 

___________________________ 

2 Non-GAAP net income attributable to holders of ordinary shares is defined as net income excluding certain non-cash expenses, such as share-based compensation expenses, amortization of acquired intangible assets from business acquisitions and equity method investments.

3 For more information on these non-GAAP financial measures, please see the tables captioned “Reconciliations of non-GAAP measures” set forth at the end of this release.

 

 
 

 

Conference Call Information

 

The Company will hold an earnings conference call at 8:00 p.m. on Monday, June 8, 2015, U.S. Eastern Time (8:00 a.m. on Tuesday, June 9, 2015, Beijing/Hong Kong Time).

 

Conference Call Dial-in Information

 

United States Toll Free:   + 1-888-346-8982  
International:   + 1-412-902-4272  
Hong Kong:   800-905945  
China Toll Free:   4001-201203  

 

Passcode: China Digital TV Holding Co. Ltd. call.

 

Please dial-in 10 minutes before the call is scheduled to begin and provide the passcode to join the call.

 

A replay of the call will be available for one week between 10:00 p.m. on June 8, 2015 and 10:00 a.m. on June 15, 2015 U.S. Eastern Time.

 

Replay Information

 

United States:   +1-877-344-7529  
International:   + 1-412-317-0088  
       
Passcode:   10066779  

 

In addition, a live and archived webcast of this conference call will be accessible through the Investor Relations section of China Digital TV’s website at http://ir.chinadtv.cn.

 

Safe Harbor Statement

 

This announcement contains forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. Such forward-looking statements are made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

 

These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “may,” “should” and similar expressions. Such forward-looking statements include, without limitation, statements regarding the outlook for the second quarter of 2015 and comments by management in this announcement about trends in the CA systems, digital television, cable television and related industries in the PRC and China Digital TV’s strategic and operational plans and future market positions. China Digital TV may also make forward-looking statements in its periodic reports filed with the Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about China Digital TV’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from projections contained or implied in any forward-looking statement, including but not limited to the following: competition in the CA systems, digital television, cable television and related industries in the PRC and the impact of such competition on prices, our ability to implement our business strategies, changes in technology, the progress of the television digitalization in the PRC, the structure of the cable television industry or television viewer preferences, changes in PRC laws, regulations or policies with respect to the CA systems, digital television, cable television and related industries, including the extent of non-PRC companies’ participation in such industries, and changes in political, economic, legal and social conditions in the PRC, including the government’s policies with respect to economic growth, foreign exchange and foreign investment.

 

 
 

 

Further information regarding these and other risks and uncertainties is included in our annual report on Form 20-F and other documents filed with the Securities and Exchange Commission. China Digital TV does not assume any obligation to update any forward-looking statements, which apply only as of the date of this press release.

 

About China Digital TV

 

Founded in 2004, China Digital TV enables television network operators to manage, extend and diversify content services across households and public areas in China. China Digital TV is the leading provider of cloud-based application platforms and network broadcasting platform ("NBP") services to Chinese cable operators, helping them to effectively bring mobile gaming apps and other entertainment options to household television sets, and extend cable programming outside the home to any mobile device. China Digital TV is also the leading provider of Conditional Access ("CA") systems in China's digital television market. CA systems enable television network operators to secure the delivery of content to their subscribers. The Company has existing cooperation with nearly all of China's cable television operators.

 

For more information please visit the Investor Relations section of China Digital TV's website at http://ir.chinadtv.cn.

 

For investor and media inquiries, please contact:

 

China Digital TV Holding Co., Ltd.

Nan Hao

Investor Relations Manager

Tel: +86-10-6297-1199 x 9780

Email: ir@chinadtv.cn

 

ICR, Inc.

Charles Eveslage

Tel: +1 (646) 328-1950

Email: stv@icrinc.com

 

 
 

 

  China Digital TV Holding Co., Ltd.

  Unaudited Condensed Consolidated Statements of Comprehensive Income

  (in thousands of U.S. dollars, except share and per share data )  

 

        For the three months ended  
    March 31,     December 31,     March 31,  
    2015     2014       2014  
                   
Revenues:                        
  Products   $ 13,215     $ 24,499     $ 17,147  
  Services     1,143       5,265       1,425  
Total revenues     14,358       29,764       18,572  
  Business and sales related taxes     (309 )     (537 )     (389 )
Net revenues     14,049       29,227       18,183  
                         
Cost of revenues:                        
  Products     (2,198 )     (4,083 )     (2,830 )
  Services     (1,013 )     (1,507 )     (1,067 )
Total cost of revenues     (3,211 )     (5,590 )     (3,897 )
Gross profit     10,838       23,637       14,286  
                         
Operating expenses:                        
  Research and development expenses     (3,893 )     (4,430 )     (4,048 )
  Selling and marketing expenses     (3,506 )     (3,188 )     (4,071 )
  General and administrative expenses     (2,218 )     (4,169 )     (2,385 )
Total operating expenses     (9,617 )     (11,787 )     (10,504 )
                         
Income from operations     1,221       11,850       3,782  
                         
  Interest income     251       151       706  
  Other income     64       1,930       268  
Income before income taxes     1,536       13,931       4,756  
Income tax expenses                        
  Income tax-current     (1,049 )     (1,545 )     (590 )
  Income tax-deferred     (393 )     (2,054 )     (330 )
Net income before net income from equity method investments     94       10,332       3,836  
Net loss from equity method investments, net of income taxes     (18 )     (70 )     (22 )
Net income     76       10,262       3,814  
Net loss attributable to noncontrolling interest     287       675       242  
Net income attributable to holders of ordinary shares   $ 363     $ 10,937     $ 4,056  
                         
Net income per share attributable to holders of ordinary shares                        
Basic   $ 0.01     $ 0.18     $ 0.07  
Diluted   $ 0.01     $ 0.18     $ 0.07  
                         
                         
Net income   $ 76     $ 10,262     $ 3,814  
Other comprehensive (loss)/income, net of tax
Foreign currency translation adjustment
    258       (1,050 )     (3,053 )
Comprehensive income     334       9,212       761  
Comprehensive loss attributable to   noncontrolling interest     289       684       263  
                         
Comprehensive income attributable to holders of ordinary shares   $ 623     $ 9,896     $ 1,024  
                         
                         
                         
Weighted average shares used in calculating net income per ordinary share                        
Basic     59,724,925       59,592,861       59,178,936  
Diluted     62,111,962       62,221,519       60,390,688  

 

 
 

 

  China Digital TV Holding Co., Ltd.

  Unaudited Condensed Consolidated Balance Sheets

  (in thousands of U.S. dollars)  

 

  March 31,   December 31, 
ASSETS  2015   2014 
Current assets:          
Cash and cash equivalents  $61,198   $62,042 
Restricted cash   67    78 
Notes receivable   4,598    5,417 
Accounts receivable, net   47,660    47,977 
Inventories, net   5,240    4,966 
Prepaid expenses and other current assets   5,384    8,964 
Deferred costs-current   812    710 
Deferred tax assets - current   2,676    2,387 
Total current assets     127,635    132,541 
Long-term receivable   45    45 
Property and equipment, net   757    880 
Intangible assets, net   421    440 
Goodwill   1,403    1,402 
Equity method investments   2,486    2,502 
Deferred costs - non-current   636    516 
Deferred tax assets - non-current   786    785 
Total assets    134,169    139,111 
           
LIABILITIES AND EQUITY          
Current liabilities:          
Accounts payable   1,542    2,298 
Notes payable   32    86 
Accrued expenses and other current liabilities   13,975    17,652 
Deferred revenue - current   5,112    4,572 
Income tax payable   1,041    3,465 
Deferred tax liabilities - current   4,411    3,727 
Government subsidies - current   168    167 
Total current liabilities    26,281    31,967 
Deferred revenue - non-current   911    617 
Government subsidies - non-current   4,410    4,390 
Deferred income taxes-non-current   105    110 
Total liabilities      31,707    37,084 
           
EQUITY          

China Digital TV Holding Co., Ltd. shareholders’ equity:

          
Ordinary shares   30    30 
Additional paid-in capital   35,739    35,639 
Statutory reserve   17,977    17,977 
Retained earnings   22,670    22,307 
Accumulated other comprehensive income   25,769    25,509 

Total China Digital TV Holding Co., Ltd. shareholders’ equity

   102,185    101,462 
Noncontrolling interest   277    565 
Total equity   102,462    102,027 
TOTAL LIABILITIES AND EQUITY   $134,169   $139,111 

 

 
 

 

Reconciliation of Non-GAAP Measures

 

Non-GAAP net income attributable to holders of ordinary shares excludes certain non-cash expenses, such as share-based compensation expenses, amortization of intangible assets acquired from business acquisitions and equity method investments. The Company believes that the non-GAAP net income provides meaningful supplemental information regarding the Company’s performance by excluding certain non-cash expenses that may not be indicative of its operating performance from a cash flow perspective. The Company believes that both management and investors benefit from referring to this additional information in assessing the Company’s performance and when planning and forecasting future periods.

 

   For the three months ended   
   March 31,   December 31   March 31, 
  2015   2014   2014 
   (in U.S. dollars, in thousands) 
Net income attributable to China Digital TV Holding Co., Ltd shareholders - GAAP  $363   $10,937   $4,056 
Share-based compensation expenses   34    78    278 
Amortization of intangible assets from business acquisitions and equity method investments   52    52    43 
Net income attributable to China Digital TV Holding Co., Ltd shareholders - Non-GAAP   $449   $11,067   $4,377