SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For July 2008
Commission File No. 000-53222
China Cablecom Holdings, Ltd.
1 Grand Gateway
1 Hongqian Road
Shanghai, 200030
People’s Republic of China
(86) 21 6207-9731
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES.)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
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 the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No o
If “Yes” marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________
EXPLANATORY NOTE
This Report of Foreign Private Issuer on Form 6-K filed by China Cablecom Holdings Ltd. (the “Company”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or the Company’s future financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates”, “believes”, “expects”, “can”, “continue”, “could”, “estimates”, “intends”, “may”, “plans”, “potential”, “predict”, “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions, uncertainties and other factors may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. The information in this Report on Form 6-K is not intended to project future performance of the Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company does not guarantee future results, levels of activity, performance or achievements. The Company expectations are as of the date this Form 6-K is filed, and the Company does not intend to update any of the forward-looking statements after the date this Report on Form 6-K is filed to confirm these statements to actual results, unless required by law. You should carefully consider these factors as well as the additional risk factors outlined in the filings that the Company makes with the U.S. Securities and Exchange Commission, including the Registration Statement on Form S-1 filed on April 18, 2008.
On July 8, 2008, the Company announced its unaudited consolidated financial results for the three months period ended March 31, 2008. A copy of the press release is filed as Exhibit 99.1 hereto.
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CHINA CABLECOM LTD. |
CONSOLIDATED BALANCE SHEETS |
March 31, 2008 | December 31, 2007 | ||||||
ASSETS | (unaudited) | ||||||
| Current Assets: | |||||||
| Cash and cash equivalents | $ | 14,060,106 | $ | 12,638,574 | |||
| Accounts receivable | 27,178 | ||||||
| Prepaid expenses and advances | 1,350,153 | 668,518 | |||||
| Inventories | 1,764,181 | 766,120 | |||||
| Note receivable | 237,500 | 237,500 | |||||
| Assets to be used by noncontrolling ("minority") interest | 1,962,968 | 1,883,769 | |||||
| Total Current Assets | 19,402,086 | 16,194,481 | |||||
| Property, Plant & Equipments, Net | 20,951,099 | 20,721,845 | |||||
| Construction In Progress | 723,599 | 1,242,289 | |||||
| Intangible assets, net | 17,988,221 | 18,362,729 | |||||
| Other Assets: | |||||||
| Note receivable | 237,500 | 237,500 | |||||
| Deferred financing costs, net | 945,077 | 1,188,020 | |||||
| Deferred shell merger costs, net | 1,149,327 | 971,622 | |||||
| Deemed receivable from noncontrolling ("minority") interest for settlement of certain net liabilities | 11,022,373 | 10,577,656 | |||||
| Total Assets | $ | 72,419,282 | $ | 69,496,142 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
| Current Liabilities: | |||||||
| Current portion of long term debt - net of discount | $ | 9,976,238 | $ | 9,617,646 | |||
| Accounts payable | 818,328 | 2,460,843 | |||||
| Service performance obligation-deferred revenue | 3,177,836 | 110,745 | |||||
| Other current liabilities | 2,663,724 | 1,378,135 | |||||
| Note payable - noncontrolling (“minority”)interest | 16,565,818 | 17,218,612 | |||||
| Liabilities to be settled by noncontrolling ("minority") interest | 12,985,341 | 12,461,425 | |||||
| Total Current Liabilities | 46,187,285 | 43,247,406 | |||||
| Long Term Liabilities: | |||||||
| Note payable - noncontrolling (“minority”) interest, net of current portion | 18,219,120 | 17,046,817 | |||||
| Note payable, net of discount and current portion | 7,711,633 | 7,477,822 | |||||
| Total Liabilities | 72,118,038 | 67,772,045 | |||||
| Noncontrolling (“minority”) interest | 175,225 | 21,883 | |||||
| Commitments and contingencies | - | - | |||||
STOCKHOLDERS’ EQUITY | |||||||
| Class A convertible preferred stock, $.0005 par value; 1,150,020 authorized shares, 766,680 shares issued and outstanding at March 31, 2008 and December 31, 2007; liquidation preference of $11,500 at March 31, 2008 and December 31, 2007 | 383 | 383 | |||||
| Common stock, $.0005 par value; 3,050,020 authorized shares, 1,900,000 shares issued and outstanding at March 31, 2008 and December 31, 2007 respectively | 950 | 950 | |||||
| Additional paid in capital | 3,575,737 | 3,575,737 | |||||
| Statutory reserves | 46,269 | 46,269 | |||||
| Accumulated deficit | (4,255,627 | ) | (2,274,783 | ) | |||
| Accumulated other comprehensive income | 758,307 | 353,658 | |||||
| Total stockholders’ equity | 126,019 | 1,702,214 | |||||
| Total liabilities and stockholders’ equity | $ | 72,419,282 | $ | 69,496,142 | |||
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CHINA CABLECOM LTD. |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS |
| Quarter ended | Year ended | ||||||
March 31, 2008 | December 31, 2007 | ||||||
| (unaudited) | |||||||
| Revenue | $ | 2,003,766 | $ | 1,994,773 | |||
| Cost of revenue | 1,081,972 | 1,016,766 | |||||
| Gross profit | 921,794 | 978,007 | |||||
| Operating expenses | |||||||
| Selling expenses | - | 66,853 | |||||
| General and administrative expenses | 1,626,254 | 1,595,106 | |||||
| Total Operating Expenses | 1,626,254 | 1,661,959 | |||||
| Loss from operations | (704,460 | ) | (683,952 | ) | |||
| Other income and (expenses) | |||||||
| Interest income | 40,515 | 66,692 | |||||
| Interest expense | (1,101,077 | ) | (1,473,766 | ) | |||
| Other income / (expenses) | 65,334 | (3,625 | ) | ||||
| Total other income / (expenses) | (995,228 | ) | (1,410,699 | ) | |||
| Loss before income taxes | (1,699,688 | ) | (2,094,651 | ) | |||
| Income taxes | (127,814 | ) | (40,202 | ) | |||
| Loss from operations before noncontrolling (“minority”) interest | (1,827,502 | ) | (2,134,853 | ) | |||
| Noncontrolling (“minority”) interest in income | (153,342 | ) | (20,551 | ) | |||
| Net loss | (1,980,844 | ) | (2,155,404 | ) | |||
| Other comprehensive income | |||||||
| Foreign currency translation adjustment | 404,649 | 353,658 | |||||
| Net comprehensive loss | $ | (1,576,195 | ) | $ | (1,801,746 | ) | |
| Loss per common share: | |||||||
| - Basic and fully diluted | $ | (1.04 | ) | $ | (1.13 | ) | |
| Weighted average number of shares | |||||||
| - Basic and fully diluted | 1,900,000 | 1,900,000 | |||||
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Non-GAAP Financial Measures
This Form 6-K contains discussion of the Company's revenues, and projected and pro forma revenues, as well as earnings before interest, taxes, depreciation and amortization (EBITDA) and projected/pro forma EBITDA and EBITDA. Although EBITDA and projected/pro forma EBITDA are not measures of financial condition or performance determined in accordance with Generally Accepted Accounting Principles, the Company uses EBITDA to value businesses it acquires or anticipates acquiring. EBITDA and projected/pro forma EBITDA are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies unless the definition is the same.
Below is a table reconciling certain non-GAAP financial measures appearing elsewhere herein relating to the Company to the most closely analogous GAAP measures:
Quarter ended March 31, 2008 | Year ended December 31, 2007 | ||||||
| Net comprehensive income | $ | (1,576,195 | ) | $ | (1,801,746 | ) | |
| Amortization | 617,451 | 649,487 | |||||
| Depreciation | 578,335 | 333,107 | |||||
| Interest income | (40,515 | ) | (66,692 | ) | |||
| Interest & finance | 1,101,077 | 1,473,766 | |||||
| Income tax | 76,688 | 24,121 | |||||
| Non-GAAP income (EBITDA) | $ | 756,841 | $ | 612,043 | |||
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Exhibit Index
Exhibit No. | Description | |
| 99.1 | Press Release dated July 8, 2008. |
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SIGNATURE
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 Cablecom Holdings, Ltd | ||
| | | |
| By: | /s/ Colin Sung | |
Name: Colin Sung | ||
| Title: Chief Financial Officer and President | ||
Dated: July 10, 2008
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