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