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 November 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 November 17, 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: November 17, 2015 |
By: /s/ Jianhua ZHU |
|
Name: Jianhua ZHU |
|
Title: Chief Executive Officer |
Exhibit 99.1
China Digital TV Announces Unaudited
Third Quarter 2015 Results
BEIJING, China, November 17, 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 third quarter
ended September 30, 2015.
“The third quarter witnessed further
contraction in the overall smart card market, and led to our total revenues and smart card shipments coming in lower than expectations,”
stated Mr. Jianhua Zhu, China Digital TV's chief executive officer. “Despite the slowness in our traditional smart card business,
we made tangible progress with our emerging network broadcasting platform ("NBP") and cloud platform offerings that will
set the stage for accelerating growth in future periods. On the NBP side, we have already partnered with several wifi operators
nationwide who cover the majority of public places to offer this service to hospitals, factories and other public places across
many cities in China. On the cloud side, we now have over 1.5 million registered users, up from approximately 1 million in the
previous quarter, with approximately half of these registered users coming from Beijing Gehua. We are very impressed with the rapid
adaption of this service, and our focus in the mid-term will remain on developing its operations and expanding its user base, as
we gradually move to monetize the platform through platform sales and platform operations.”
Ms. Yue Qian, China Digital TV's acting
chief financial officer, commented, “Our traditional business continued to show signs of slowing down and we expect that
to remain the case over the next couple of quarters as the smart card market reaches maturity and demand cools. Going forward,
we will look to our emerging cloud platform and NBP offerings to fuel our business expansion and financial growth. We are cautiously
optimistic regarding the prospects of our business as we navigate this challenging market environment in our traditional business
and develop next-generation content services for our expanding base of users.”
Third Quarter 2015 Results1
In the third quarter of 2015, China Digital
TV’s smart card shipments decreased by 31.7% to approximately 2.29 million from 3.35 million in the prior year period.
China Digital TV’s net revenues decreased
by 37.8% to US$10.5 million from US$17.0 million in the prior year period. The decrease was primarily due to a decrease in revenues
from the sales of smart cards caused by the general market decline of the mature CA business and decline in average selling price
(“ASP”) of smart cards.
Revenues from the Company’s top five
customers accounted for 40.1% of total revenues, as compared to 20.8% in the prior year period, primarily attributable to the consolidation
of certain cable operators in the market.
___________________________
1Unless 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”).
Revenue Breakdown
| |
For the three months ended | |
| |
September 30, | | |
June 30, | | |
September 30, | |
| |
2015 | | |
2015 | | |
2014 | |
| |
(in thousands of U.S. dollars) | |
Products: | |
| | | |
| | | |
| | |
Smart cards | |
$ | 9,035 | | |
$ | 8,906 | | |
$ | 14,382 | |
Other products | |
| 318 | | |
| 428 | | |
| 1,556 | |
Subtotal | |
| 9,353 | | |
| 9,334 | | |
| 15,938 | |
Services: | |
| | | |
| | | |
| | |
Head-end system integration | |
| 460 | | |
| 504 | | |
| 713 | |
Head-end system development | |
| 169 | | |
| 345 | | |
| 208 | |
Licensing income | |
| 282 | | |
| 198 | | |
| 182 | |
Royalty income | |
| 216 | | |
| 144 | | |
| 126 | |
Other services | |
| 195 | | |
| 13 | | |
| 2 | |
Subtotal | |
| 1,322 | | |
| 1,204 | | |
| 1,231 | |
Total revenues | |
$ | 10,675 | | |
$ | 10,538 | | |
$ | 17,169 | |
Revenues from smart cards decreased
by 37.2% to US$9.0 million in the third quarter of 2015 from US$14.4 million in the prior year period. The decrease was mainly
due to a decrease in shipment volumes of smart cards, as well as a decline in smart card ASPs. Sales of smart cards accounted for
84.6% of total revenues in the third quarter of 2015, as compared to 83.8% in the prior year period.
Revenues from other products decreased
by 79.6% to US$0.3 million in the third 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 3.0% of total revenues in the third quarter of 2015,
as compared to 9.1% in the prior year period.
Revenues from services increased
by 7.4% to US$1.3 million in the third quarter of 2015 from US$1.2 million in the prior year period. The increase was primarily
due to the increase in revenues from cloud computing games, as well as licensing income, which was partially offset by a decrease
in head-end system integration. Revenues from services accounted for 12.4% of total revenues in the third quarter of 2015, as compared
to 7.2% in the prior year period.
Cost of revenues from smart cards and
other products decreased by 36.3% to US$2.1 million in the third quarter of 2015 from US$3.3 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, as well as a decline in cost of revenues from surface mounted chips resulting from decreased shipment volumes of surface
mounted chips. Cost of revenues from smart cards and other products accounted for 58.7% and 6.9%, respectively, of total cost of
revenues in the third quarter of 2015, as compared to 61.3% and 17.4% in the prior year period.
Cost of revenues from services increased
by 23.9% to US$1.1 million in the third quarter of 2015 from US$0.9 million in the prior year period. The increase was mainly due
to an increase in cost of revenues from cloud computing games. Cost of revenues from services accounted for 34.5% of total cost
of revenues, as compared to 21.3% in the prior year period.
Gross profit in the third quarter
of 2015 decreased by 42.5% to US$7.4 million from US$12.8 million in the prior year period. Gross margin, which is equal
to gross profit divided by net revenues, was 69.8% in the third quarter of 2015, as compared to 75.5% in the prior year period.
The decline in gross margin was primarily due to a decrease in gross margin of smart cards, attributable to the decline in smart
card ASPs, which accounts for a high proportion of total revenues.
In the third quarter of 2015, the ASP of
smart cards decreased by 8.1% year over year. In addition, the unit cost of smart cards increased by 7.2% year over year.
Operating expenses in the third
quarter of 2015 decreased by 19.7% to US$8.4 million from US$10.5 million in the prior year period.
| ● | Research and development expenses in the third quarter of
2015 decreased by 16.5% to US$3.9 million from US$4.7 million in the prior year period. The decline was mainly due to a decrease
in personnel related expenses resulting from lower headcount. |
| ● | Selling and marketing expenses in the third quarter of 2015
decreased by 22.5% to US$2.6 million from US$3.4 million in the prior year period. The decline was mainly due to a decrease in
average compensation and marketing expenses. |
| ● | General and administrative
expenses in the third quarter of 2015 decreased by 21.9% to US$1.9 million from US$2.4 million in the prior year period.
The decline was mainly due to a decrease in consulting expenses. |
Loss from operations
in the third quarter of 2015 was US$1.0 million, as compared to an income from operations of US$2.3 million in the prior year period.
Income tax expenses in the third
quarter of 2015 decreased by 57.4% to US$0.7 million from US$1.6 million in the prior year period. The decline was mainly due to
a decrease in taxable income.
Net loss attributable to holders of
ordinary shares in the third quarter of 2015 was US$0.5 million, as compared to a net income attributable to holders of ordinary
shares of US$1.5 million in the prior year period.
Non-GAAP net loss2
attributable to holders of ordinary shares in the third quarter of 2015 was US$0.4 million, as compared to a non-GAAP net income
attributable to holders of ordinary shares of US$1.7 million in the prior year period3.
Balance Sheet and Cash Flow
As of September 30, 2015, China Digital
TV had cash and cash equivalents and restricted cash totaling US$67.3 million. In the third quarter of 2015, cash flow generated
from operations was approximately US$0.8 million.
Business Outlook
Based on information available as of November
17, 2015, China Digital TV expects smart card shipment volumes in the fourth quarter of 2015 to be in the range of 2.6 million
to 2.9 million. Net revenues in the fourth quarter of 2015 are expected to be in the range of US$10.6 million to US$11.2 million.
________________________
2Non-GAAP net
income (loss) is defined as net income (loss) 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
China Digital TV's management will host
an earnings conference call at 7:00 p.m. on Tuesday, November 17, 2015, U.S. Eastern Time (8:00 a.m. on Wednesday, November 18,
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
Conference Name: China Digital TV Holding
Co. Ltd. call.
A replay of the call will be available
for one week between 9:00 p.m. on November 17, 2015 and 9:00 a.m. on November 24, 2015, U.S. Eastern Time.
Replay Dial-in Information:
United States: +1-877-344-7529
International: +1-412-317-0088
Replay Access Code: 10075484
Additionally, a live and archived webcast
of this call will be available on the Investor Relations section of China Digital TV's corporate website at http://ir.chinadtv.cn.
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.
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 fourth 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.
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/(Loss)
(in thousands of U.S. dollars, except share and per share data )
|
|
For the three months ended |
|
|
|
September 30, |
|
|
June 30, |
|
|
September 30, |
|
|
|
2015 |
|
|
2015 |
|
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
Products |
|
$ |
9,353 |
|
|
$ |
9,334 |
|
|
$ |
15,938 |
|
Services |
|
|
1,322 |
|
|
|
1,204 |
|
|
|
1,231 |
|
Total revenues |
|
|
10,675 |
|
|
|
10,538 |
|
|
|
17,169 |
|
Business and sales related taxes |
|
|
(128 |
) |
|
|
(120 |
) |
|
|
(205 |
) |
Net revenues |
|
|
10,547 |
|
|
|
10,418 |
|
|
|
16,964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Products |
|
|
(2,088 |
) |
|
|
(1,953 |
) |
|
|
(3,276 |
) |
Services |
|
|
(1,098 |
) |
|
|
(1,007 |
) |
|
|
(886 |
) |
Total cost of revenues |
|
|
(3,186) |
|
|
|
(2,960 |
) |
|
|
(4,162 |
) |
Gross profit |
|
|
7,361 |
|
|
|
7,458 |
|
|
|
12,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses |
|
|
(3,904 |
) |
|
|
(3,816 |
) |
|
|
(4,677 |
) |
Selling and marketing expenses |
|
|
(2,609 |
) |
|
|
(2,558 |
) |
|
|
(3,368 |
) |
General and administrative expenses |
|
|
(1,897 |
) |
|
|
(1,844 |
) |
|
|
(2,428 |
) |
Total operating expenses |
|
|
(8,410 |
) |
|
|
(8,218 |
) |
|
|
(10,473 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income/(loss) from operations |
|
|
(1,049 |
) |
|
|
(760 |
) |
|
|
2,329 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
287 |
|
|
|
282 |
|
|
|
133 |
|
Other income |
|
|
248 |
|
|
|
486 |
|
|
|
158 |
|
Income/(loss) before income taxes |
|
|
(514 |
) |
|
|
8 |
|
|
|
2,620 |
|
Income tax expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax-current |
|
|
(734 |
) |
|
|
(514 |
) |
|
|
(539 |
) |
Income tax-deferred |
|
|
57 |
|
|
|
(390 |
) |
|
|
(1,051 |
) |
Net income/(loss) before net loss from equity method
investments |
|
|
(1,191 |
) |
|
|
(896 |
) |
|
|
1,030 |
|
Net income/(loss) from equity method investments, net of income
taxes |
|
|
337 |
|
|
|
(42 |
) |
|
|
93 |
|
Net income/(loss) |
|
|
(854 |
) |
|
|
(938 |
) |
|
|
1,123 |
|
Net loss attributable to noncontrolling interest |
|
|
378 |
|
|
|
281 |
|
|
|
376 |
|
Net income/(loss) attributable to holders of ordinary
shares |
|
$ |
(476 |
) |
|
$ |
(657 |
) |
|
$ |
1,499 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) per share attributable to holders
of ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.01 |
) |
|
$ |
(0.01 |
) |
|
$ |
0.03 |
|
Diluted |
|
$ |
(0.01 |
) |
|
$ |
(0.01 |
) |
|
$ |
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) |
|
$ |
(854 |
) |
|
$ |
(938 |
) |
|
$ |
1,123 |
|
Other comprehensive income/(loss), net of tax Foreign currency
translation adjustment |
|
|
(2,212 |
) |
|
|
(46 |
) |
|
|
778 |
|
Comprehensive income/(loss) |
|
|
(3,066 |
) |
|
|
(984 |
) |
|
|
1,901 |
|
Comprehensive loss attributable to noncontrolling interest |
|
|
395 |
|
|
|
291 |
|
|
|
361 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income/(loss) attributable to holders
of ordinary shares |
|
$ |
(2,671 |
) |
|
$ |
(693 |
) |
|
$ |
2,262 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares used in calculating net
income per ordinary share |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
60,137,813 |
|
|
|
59,847,896 |
|
|
|
59,410,254 |
|
Diluted |
|
|
60,137,813 |
|
|
|
59,847,896 |
|
|
|
62,376,044 |
|
China Digital TV Holding Co., Ltd.
Unaudited Condensed Consolidated Balance Sheets
(in thousands of U.S. dollars)
ASSETS |
|
September 30, |
|
|
December 31, |
|
|
|
2015 |
|
|
2014 |
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
67,311 |
|
|
$ |
62,042 |
|
Restricted cash |
|
|
34 |
|
|
|
78 |
|
Notes receivable |
|
|
4,575 |
|
|
|
5,417 |
|
Accounts receivable, net |
|
|
40,336 |
|
|
|
47,977 |
|
Inventories, net |
|
|
6,094 |
|
|
|
4,966 |
|
Prepaid expenses and other current assets |
|
|
3,946 |
|
|
|
8,964 |
|
Deferred costs-current |
|
|
931 |
|
|
|
710 |
|
Deferred tax assets - current |
|
|
2,781 |
|
|
|
2,387 |
|
Total current assets |
|
|
126,008 |
|
|
|
132,541 |
|
Long-term receivable |
|
|
- |
|
|
|
45 |
|
Property and equipment, net |
|
|
785 |
|
|
|
880 |
|
Intangible assets, net |
|
|
374 |
|
|
|
440 |
|
Goodwill |
|
|
1,368 |
|
|
|
1,402 |
|
Equity method investments |
|
|
3,257 |
|
|
|
2,502 |
|
Deferred costs - non-current |
|
|
453 |
|
|
|
516 |
|
Deferred tax assets - non-current |
|
|
630 |
|
|
|
785 |
|
Total assets |
|
|
132,875 |
|
|
|
139,111 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
|
1,105 |
|
|
|
2,298 |
|
Notes payable |
|
|
- |
|
|
|
86 |
|
Accrued expenses and other current liabilities |
|
|
12,045 |
|
|
|
17,652 |
|
Deferred revenue - current |
|
|
6,570 |
|
|
|
4,572 |
|
Income tax payable |
|
|
1,773 |
|
|
|
3,465 |
|
Deferred tax liabilities - current |
|
|
4,779 |
|
|
|
3,727 |
|
Government subsidies - current |
|
|
1,118 |
|
|
|
167 |
|
Total current liabilities |
|
|
27,390 |
|
|
|
31,967 |
|
Deferred revenue - non-current |
|
|
786 |
|
|
|
617 |
|
Government subsidies - non-current |
|
|
3,244 |
|
|
|
4,390 |
|
Deferred income taxes-non-current |
|
|
93 |
|
|
|
110 |
|
Total liabilities |
|
|
31,513 |
|
|
|
37,084 |
|
|
|
|
|
|
|
|
|
|
EQUITY |
|
|
|
|
|
|
|
|
China Digital TV Holding Co., Ltd. shareholders’
equity: |
|
|
|
|
|
|
|
|
Ordinary shares |
|
|
30 |
|
|
|
30 |
|
Additional paid-in capital |
|
|
37,939 |
|
|
|
35,639 |
|
Statutory reserve |
|
|
17,977 |
|
|
|
17,977 |
|
Retained earnings |
|
|
21,537 |
|
|
|
22,307 |
|
Accumulated other comprehensive income |
|
|
23,538 |
|
|
|
25,509 |
|
Total China Digital TV Holding Co., Ltd. shareholders’
equity |
|
|
101,021 |
|
|
|
101,462 |
|
Noncontrolling interest |
|
|
341 |
|
|
|
565 |
|
Total equity |
|
|
101,362 |
|
|
|
102,027 |
|
TOTAL LIABILITIES AND EQUITY |
|
$ |
132,875 |
|
|
$ |
139,111 |
|
Reconciliation of Non-GAAP Measures
Non-GAAP net income (loss) 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 (loss)
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 | |
| |
September 30, | | |
June 30, | | |
September 30, | |
| |
2015 | | |
2015 | | |
2014 | |
| |
(in U.S. dollars, in thousands) | |
Net income/(loss) attributable to China Digital TV Holding Co., Ltd shareholders - GAAP | |
$ | (476 | ) | |
$ | (657 | ) | |
$ | 1,499 | |
Share-based compensation expenses | |
| 26 | | |
| 30 | | |
| 173 | |
Amortization of intangible assets from business acquisitions and equity method investments | |
| 12 | | |
| 51 | | |
| 52 | |
Net income/(loss) attributable to China Digital TV Holding Co., Ltd shareholders - Non-GAAP | |
$ | (438 | ) | |
$ | (576 | ) | |
$ | 1,724 | |