Table of Contents
UNITED STATES
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 the month of November 2011
Commission File Number: 333-169170
SOUFUN HOLDINGS LIMITED
8/F, T3 Xihuan Plaza, 1 Xizhimenwai Avenue
Xicheng District, Beijing 100044
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- N.A.
Table of Contents
Table of Contents
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.
| SOUFUN HOLDINGS LIMITED | ||||
| By: | /s/ Vincent Tianquan Mo | |||
| Name: | Vincent Tianquan Mo | |||
| Title: | Executive Chairman | |||
Date: November 17, 2011
Table of Contents
Exhibit 99.1 — Press Release
SOUFUN ANNOUNCES THIRD QUARTER 2011 RESULTS
BEIJING, November 10, 2011 - SouFun Holdings Limited (NYSE: SFUN, “SouFun” or the “Company”), the leading real estate and home furnishing Internet portal in China, today announced its unaudited financial results for the third quarter 2011.
Third Quarter 2011 Highlights
Revenues grew 89.2% to US$108.6 million compared to the third quarter of 2010, and up 99.4% year-over-year excluding the effect from prepaid card business.
Operating income was US$50.8 million, an increase of 118.5% compared to the third quarter of 2010. Non-GAAP operating income was US$52.6 million, an increase of 111.9% compared to the third quarter of 2010.
Net income attributable to shareholders was US$42.9 million, an increase of 136.6% compared to the third quarter of 2010. Non-GAAP net income attributable to shareholders was US$44.7 million, an increase of 126.9% compared to the third quarter of 2010.
“SouFun’s resilient internet model works very well in China’s challenging real estate market,” said Vincent Mo, Executive Chairman of SouFun. “With a stronger competitive position in the market, I’m confident in SouFun’s continuous growth into the future.”
Financial Results for Third Quarter 2011
Revenues
For the third quarter of 2011, SouFun had total revenues of US$108.6 million, an increase of 89.2% compared to US$57.4 million for the same period of 2010. After excluding the effect from prepaid card business, total revenues for the third quarter of 2011 grow 99.4% compared to the same period of 2010.
Revenue from marketing services was US$81.7 million for the third quarter of 2011, an increase of 90.8% compared to US$42.8 million for the same period of 2010.
Revenue from listing services was US$16.4 million for the third quarter of 2011, an increase of 54.7% compared to US$10.6 million for the same period of 2010.
Revenue from other value-added services and products was US$10.0 million for the third quarter of 2011, an increase of 151.0% compared to US$4.0 million for the same period of 2010. A year-over-year increase of 872.8% was achieved after excluding the effect from prepaid card business.
Cost of Revenues
Cost of revenues was US$20.6 million for the third quarter of 2011 representing an increase of 36.9% compared to US$15.0 million for the same period of 2010, and an increase of 70.3% compared to US$12.1 million (excluding cost of product related to prepaid card business) for the same period of 2010. The increase is primarily due to the increased staff cost and business tax.
Operating Expenses
Operating expenses for the third quarter of 2011 were US$37.3 million, an increase of 94.7% compared to US$19.1 million for the same period of 2010.
Selling expenses for the third quarter of 2011 were US$19.6 million, an increase of 91.0% from US$10.2 million for the same period of 2010, primarily due to the increased staff cost.
General and administrative expenses for the third quarter of 2011 were US$17.7 million, an increase of 98.9% from US$8.9 million for the same period of 2010, primarily due to the increased staff cost.
Operating Income
Operating income for the third quarter of 2011 was US$50.8 million, an increase of 118.5% compared to US$23.2 million for the same period of 2010. Non-GAAP operating income for the third quarter of 2011 was US$52.6 million, an increase of 111.9% compared to US$24.8 million for the same period in 2010.
Income Tax Expense
Income tax expense for the third quarter of 2011 was US$10.8 million, an increase of 85.7% compared to US$5.8 million for the same period of 2010.
Net Income Attributable to Shareholders
Net income attributable to shareholders for the third quarter of 2011 was US$42.9 million, an increase of 136.6% from US$18.1 million for the same period of 2010. Non-GAAP net income attributable to shareholders for the third quarter of 2011 was US$44.7 million, an increase of 126.9% compared to US$19.7 million for the same period of 2010.
Cash Flow
As of September 30, 2011, SouFun had cash, cash equivalents and short-term investments of US$164.3 million, compared to US$229.7 million as of December 31, 2010.
Cash flow from operating activities was US$41.2 million for the third quarter 2011, compared to US$30.9 million for the same period of 2010.
Business Outlook
SouFun adjusted up its estimate of total revenues for fiscal year of 2011 to be between US$330.0 million and US$340.0 million, representing a 56.0% to 60.7% growth compared to the total revenues (excluding those from prepaid card business) for fiscal year of 2010.
Conference Call Information
SouFun’s management team will host a conference call on November 10, 2011 at 7 a.m. U.S. Eastern Time (8 p.m.Beijing/Hong Kong time).
The dial-in details for the live conference call are:
US Toll/Toll Free: +1 718 354 1231/1866 519 4004
International: +65 6723 9381
Hong Kong: +852 2475 0994/800 930 346
Mainland China: 800 819 0121/400 620 8038
Passcode: SFUN
Please dial in 10 minutes before the call is scheduled to begin and provide the passcode to join the call.
A telephone replay of the call will be available after the conclusion of the conference call at 11:00 a.m. U.S. Eastern Time on November 10 through November 17, 2011. The dial-in details for the telephone replay are:
US Toll Free: 1866 214 5335 US Toll: +1 718 354 1232 Conference ID # 22157808
A live and archived webcast of the conference call will be available on SouFun’s website at http://ir.soufun.com/.
About SouFun
SouFun operates the leading real estate Internet portal and home furnishing and improvement website in China in terms of the number of page views and visitors to its website in 2010. SouFun has built a large and active community of users who are attracted by the comprehensive real estate and home furnishing and improvement content available on its portal that forms the foundation of its service offerings. SouFun currently maintains 103 offices to focus on local market needs and its website and database contains real estate-related content coverage of 310 cities in China. For more information about SouFun, please visit http://ir.soufun.com/.
Safe Harbor Statements
This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are made under the “safe harbor” provisions of the U.S. 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 fiscal year of 2011 and comments by management in the press release and SouFun’s strategic and operational plans and future market positions. SouFun may also make forward-looking statements in its periodic reports to the SEC, 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 SouFun’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, SouFun’s limited operating history, the current global financial and credit markets crisis and its potential impact on the Chinese economy, measures taken or to be taken by the Chinese government to control real estate growth and prices and other events which could recur in the future, the uncertain regulatory landscape in China, fluctuations in SouFun’s quarterly operating results, its reliance on online advertising sales and listing services for its revenues, any failure to successfully develop and expand its content, service offerings and features, and the technologies that support them, and any failure to successfully integrate acquired businesses.
Further information regarding these and other risks and uncertainties is included in SouFun’s prospectus dated September 16, 2010 and its other filings with the SEC. SouFun does not assume any obligation to update any forward-looking statements in this release and elsewhere, which apply only as of the date of this press release.
About Non-GAAP Financial Measures
To supplement SouFun’s consolidated financial results presented in accordance with United States Generally Accepted Accounting Principles (“GAAP”), SouFun uses in this press release the following measures defined as non-GAAP financial measures by the SEC: (1) operating income, (2) net income and (3) basic and diluted earnings per ordinary share. The presentation of the non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. For more information on these non-GAAP financial measures, please see the table captioned “Reconciliation of GAAP and non-GAAP Results” set forth at the end of this press release.
SouFun believes that these non-GAAP financial measures provide meaningful supplemental information to investors regarding its operating performance by excluding share-based compensation expense and IPO expense, which (1) may not be indicative of SouFun’s recurring core business operating results or (2) are not expected to result in future cash payments. These non-GAAP financial measures also facilitate management’s internal comparisons to SouFun’s historical performance and assist its financial and operational decision making. A limitation of using these non-GAAP financial measures is that share-based compensation has been and will continue to be a significant recurring expense that will continue to exist in SouFun’s business for the foreseeable future. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each non-GAAP measure. The accompanying tables have more details on the reconciliation between non-GAAP financial measures and their most directly comparable GAAP financial measures.
For investor inquiries, please contact:
Jill Jiao SouFun Holdings Limited Tel: +86 (10) 5930 6668 E-mail: ir@soufun.com
SouFun Holdings Limited
Unaudited Condensed Consolidated Balance Sheets
( in U.S. dollars in thousands )
| Sep 30, 2011 | Dec 31, 2010 | |||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
109,209 | 171,520 | ||||||
| Short-term investments |
55,076 | 58,133 | ||||||
| Accounts receivable, net |
55,117 | 22,353 | ||||||
| Prepayment and other current assets |
30,923 | 21,113 | ||||||
| Available-for-sale securities |
1,493 | 4,279 | ||||||
| Deferred tax assets, current |
2,001 | 2,129 | ||||||
|
|
|
|
|
|||||
| Total current assets |
253,819 | 279,527 | ||||||
|
|
|
|
|
|||||
| Property and equipment, net |
55,779 | 7,549 | ||||||
| Deposit for non-current assets |
— | 4,600 | ||||||
| Restricted cash, non-current portion |
209,571 | — | ||||||
| Deferred tax assets, non current |
176 | 619 | ||||||
| Other non-current assets |
1,733 | 1,472 | ||||||
|
|
|
|
|
|||||
| Total assets |
521,078 | 293,767 | ||||||
|
|
|
|
|
|||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||
| Current liabilities: |
||||||||
| Short-term loan |
— | 3,600 | ||||||
| Deferred revenue |
101,575 | 56,968 | ||||||
| Accrued expenses and other liabilities |
51,658 | 46,349 | ||||||
| Dividend payable |
3,284 | 39,635 | ||||||
| Income tax payable |
18,259 | 14,329 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
174,776 | 160,881 | ||||||
|
|
|
|
|
|||||
| Long-term bank borrowings, non-current |
195,000 | — | ||||||
|
|
|
|
|
|||||
| Deferred tax liability, non-current |
22,015 | 10,219 | ||||||
|
|
|
|
|
|||||
| Total Liabilities |
391,791 | 171,100 | ||||||
|
|
|
|
|
|||||
| Shareholders’ equity: |
||||||||
| Ordinary shares |
9,825 | 9,764 | ||||||
| Additional paid-in capital |
46,564 | 39,399 | ||||||
| Accumulated other comprehensive income |
16,748 | 10,293 | ||||||
| Retained earnings |
56,067 | 63,108 | ||||||
|
|
|
|
|
|||||
| Total SouFun Holdings Limited shareholders’ equity |
129,204 | 122,564 | ||||||
| Non-controlling interest |
83 | 103 | ||||||
|
|
|
|
|
|||||
| Total shareholders’ equity |
129,287 | 122,667 | ||||||
|
|
|
|
|
|||||
| TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY |
521,078 | 293,767 | ||||||
|
|
|
|
|
|||||
SouFun Holdings Limited
Unaudited Condensed Consolidated Statements of Operations
( in U.S. dollars in thousands, except share data )
| For the three months ended | ||||||||
| Sep 30, 2011 | Sep 30, 2010 | |||||||
| Revenues: |
||||||||
| Marketing services |
81,710 | 42,816 | ||||||
| Listing services |
16,435 | 10,627 | ||||||
| Other value-added services and products |
9,961 | 3,968 | ||||||
| E-commerce services |
510 | — | ||||||
|
|
|
|
|
|||||
| Total revenues |
108,616 | 57,411 | ||||||
| Cost of revenues: |
||||||||
| Cost of services |
(20,592 | ) | (12,094 | ) | ||||
| Cost of other value-added services and products |
— | (2,944 | ) | |||||
|
|
|
|
|
|||||
| Total cost of revenues |
(20,592 | ) | (15,038 | ) | ||||
|
|
|
|
|
|||||
| Gross Profit |
88,024 | 42,373 | ||||||
| Operating expenses: |
||||||||
| Selling expenses |
(19,561 | ) | (10,243 | ) | ||||
| General and administrative expenses |
(17,710 | ) | (8,902 | ) | ||||
|
|
|
|
|
|||||
| Total operating expenses |
(37,271 | ) | (19,145 | ) | ||||
|
|
|
|
|
|||||
| Income from operations |
50,753 | 23,228 | ||||||
| Foreign exchange gain (loss) |
2 | 4 | ||||||
| Interest income |
3,319 | 504 | ||||||
| Interest expenses |
(787 | ) | — | |||||
| Realized gain—trading securities |
46 | 59 | ||||||
| Government grants |
281 | 107 | ||||||
|
|
|
|
|
|||||
| Income before income tax |
53,614 | 23,902 | ||||||
| Income tax expenses |
||||||||
| Income tax expense |
(10,766 | ) | (5,796 | ) | ||||
|
|
|
|
|
|||||
| Net income |
42,848 | 18,106 | ||||||
| Net loss attributable to noncontrolling interests |
(8 | ) | (4 | ) | ||||
| Net income attributable to SouFun Holdings Limited shareholders |
42,856 | 18,110 | ||||||
|
|
|
|
|
|||||
| Net income per ADS: |
||||||||
| Basic |
0.56 | 0.24 | ||||||
| Diluted |
0.52 | 0.22 | ||||||
| Weighted average number of shares outstanding: |
||||||||
| Basic |
76,344,192 | 74,768,788 | ||||||
| Diluted |
81,949,165 | 80,702,495 | ||||||
SouFun Holdings Limited
Reconciliation of GAAP and Non-GAAP Results
( in U.S. dollars in thousands, except share data )
| For the three months ended | ||||||||
| Sep 30, 2011 | Sep 30, 2010 | |||||||
| GAAP income from operations |
50,753 | 23,228 | ||||||
| Share-based compensation |
1,878 | 785 | ||||||
| IPO expense |
— | 819 | ||||||
| Non-GAAP income from operations |
52,631 | 24,832 | ||||||
| GAAP net income |
42,848 | 18,106 | ||||||
| Share-based compensation |
1,878 | 785 | ||||||
| IPO expense |
— | 819 | ||||||
| Non-GAAP net income |
44,726 | 19,710 | ||||||
| Net Income attributable to SouFun Holdings Limited shareholders |
42,856 | 18,110 | ||||||
| Share-based compensation expense |
1,878 | 785 | ||||||
| IPO expense |
— | 819 | ||||||
| Non-GAAP net Income attributable to SouFun Holdings Limited shareholders |
44,734 | 19,714 | ||||||
| GAAP net income per ADS: |
||||||||
| Basic |
0.56 | 0.24 | ||||||
| Diluted |
0.52 | 0.22 | ||||||
| Non-GAAP net income per ADS: |
||||||||
| Basic |
0.59 | 0.26 | ||||||
| Diluted |
0.55 | 0.24 | ||||||
| Weighted average number of shares outstanding: |
||||||||
| Basic |
76,344,192 | 74,768,788 | ||||||
| Diluted |
81,949,165 | 80,702,495 | ||||||