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 March 2012
Commission File Number: 333-169170
SOUFUN HOLDINGS LIMITED
(Translation of registrant’s name into English)
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): ¨
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.
| SOUFUN HOLDINGS LIMITED | ||
| By: | /s/ Vincent Tianquan Mo | |
| Name: | Vincent Tianquan Mo | |
| Title: | Executive Chairman | |
Date: March 9, 2012
Exhibit Index
Exhibit 99.1 — Press Release
Exhibit 99.1
SOUFUN ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2011 RESULTS
Fourth Quarter of 2011
Revenues up 15.1% year-over-year to US$113.9 million, and up 18.8% year-over-year excluding the effect from prepaid card business.
Operating income up 5.7% year-over-year to US$45.6 million and non-GAAP operating income up 3.9% year-over-year to US$47.4 million.
Net income attributable to shareholders down 24.2% year-over-year to US$30.1 million, and non-GAAP net income attributable to shareholders down 6.7% year-over-year to US$39.4 million primarily due to the change of accounting policy.
Fiscal year 2011
Revenues up 53.2% year-over-year to US$343.8 million, and up 62.5% year-over-year excluding the effect from prepaid card business.
Operating income up 77.5% year-over-year to US$139.2 million and non-GAAP operating income up 69.6% year-over-year to US$146.3 million.
Net income attributable to shareholders up 61.0% year-over-year to US$101.6 million, and non-GAAP net income attributable to shareholders up 66.6% year-over-year to US$123.9 million.
BEIJING—(BUSINESS WIRE)—Feb. 15, 2012—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 fourth quarter and fiscal year 2011.
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Fourth Quarter 2011 Highlights
| • | Revenues grew 15.1% to US$113.9 million compared to the fourth quarter of 2010, and up 18.8% year-over-year excluding the effect from prepaid card business. |
| • | Operating income was US$45.6 million, an increase of 5.7% compared to the fourth quarter of 2010. Non-GAAP operating income was US$47.4 million, an increase of 3.9% compared to the fourth quarter of 2010. |
| • | Net income attributable to shareholders was US$30.1 million, a decrease of 24.2% compared to the fourth quarter of 2010. Non-GAAP net income attributable to shareholders was US$39.4 million, a decrease of 6.7% compared to the fourth quarter of 2010. |
Fiscal year 2011 Highlights
| • | Revenues grew 53.2% to US$343.8 million compared to the fiscal year 2010, and up 62.5% year-over-year excluding the effect from prepaid card business. |
| • | Operating income was US$139.2 million, an increase of 77.5% compared to the fiscal year 2010. Non-GAAP operating income was US$146.3 million, an increase of 69.6% compared to the fiscal year 2010. |
| • | Net income attributable to shareholders was US$101.6 million, an increase of 61.0% compared to the fiscal year 2010. Non-GAAP net income attributable to shareholders was US$123.9 million, an increase of 66.6% compared to the fiscal year 2010. |
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“I am happy that SouFun had another great quarter and the company was way above its original 2011 guidance” said Vincent Mo, Executive Chairman of SouFun. “SouFun’s leadership in the market and its sound fundamental and overall experiences made its great performance happen in China’s tough real estate market in 2011. The current market situation won’t get better very soon but I’m confident that SouFun will continue to grow in 2012.”
Financial Results for Fourth Quarter 2011
Revenues
For the fourth quarter of 2011, SouFun had total revenues of US$113.9 million, an increase of 15.1% compared to US$98.9 million for the same period of 2010. After excluding the effect from prepaid card business, total revenues for the fourth quarter of 2011 grew 18.8% compared to the same period of 2010.
Revenue from marketing services was US$79.4 million for the fourth quarter of 2011, an increase of 0.2% compared to US$79.3 million for the same period of 2010.
Revenue from listing services was US$21.8 million for the fourth quarter of 2011, an increase of 38.5% compared to US$15.7 million for the same period of 2010.
Revenue from other value-added services and products was US$12.2 million for the fourth quarter of 2011, an increase of 214.8% compared to US$3.9 million for the same period of 2010.
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Cost of Revenues
Cost of revenues was US$17.0 million for the fourth quarter of 2011 representing a decrease of 22.6% compared to US$21.9 million for the same period of 2010.
Operating Expenses
Operating expenses for the fourth quarter of 2011 were US$51.3 million, an increase of 51.7% compared to US$33.8 million for the same period of 2010.
| • | Selling expenses for the fourth quarter of 2011 were US$20.8 million, an increase of 33.8% from US$15.5 million for the same period of 2010, primarily due to the increased staff cost. |
| • | General and administrative expenses for the fourth quarter of 2011 were US$30.6 million, an increase of 66.9% from US$18.3 million for the same period of 2010, primarily due to allowance for doubtful accounts and the increased staff cost. |
Operating Income
Operating income for the fourth quarter of 2011 was US$45.6 million, an increase of 5.7% compared to US$43.1 million for the same period of 2010. Non-GAAP operating income for the fourth quarter of 2011 was US$47.4 million, an increase of 3.9% compared to US$45.7 million for the same period in 2010.
Income Tax Expense
Income tax expense for the fourth quarter of 2011 was US$13.4 million, an increase of 201.1% compared to US$4.5 million for the same period of 2010, primarily due to the withholding tax of the distributable profits US$10.8 million.
4
Net Income Attributable to Shareholders
Net income attributable to shareholders for the fourth quarter of 2011 was US$30.1 million, a decrease of 24.2% from US$39.7 million for the same period of 2010. Non-GAAP net income attributable to shareholders for the fourth quarter of 2011 was US$39.4 million, a decrease of 6.7% compared to US$42.2 million for the same period of 2010, primarily due to the change of accounting policy.
Cash Flow
As of December 31, 2011, SouFun had cash, cash equivalents and short-term investments (excluding the effect from available for sales) of US$.158.3 million, compared to US$229.7 million as of December 31, 2010.
Cash flow from operating activities was US$44.5 million for the fourth quarter 2011, compared to US$58.6 million for the same period of 2010.
Financial Results for Fiscal Year 2011
Revenues
For the fiscal year 2011, SouFun had total revenues of US$343.8 million, an increase of 53.2% compared to US$224.5 million for the same period of 2010. After excluding the effect from prepaid card business, total revenues for the fiscal year 2011 grow 62.5% compared to the same period of 2010.
5
Revenue from marketing services was US$246.6 million for the fiscal year 2011, an increase of 47.1% compared to US$167.7 million for the same period of 2010.
Revenue from listing services was US$67.1 million for the fiscal year 2011, an increase of 66.3% compared to US$40.4 million for the same period of 2010.
Revenue from other value-added services and products was US$28.4 million for the fiscal year 2011, an increase of 73.0% compared to US$16.4 million for the same period of 2010.
Cost of Revenues
Cost of revenues was US$66.6 million for the fiscal year 2011 representing an increase of 7.4% compared to US$62.0 million for the same period of 2010, and an increase of 35.5% compared to US$49.1 million (excluding cost of product related to prepaid card business) for the fiscal year 2010. The increase is primarily due to the increased business tax and staff cost.
Operating Expenses
Operating expenses for the fiscal year 2011 were US$138.1 million, an increase of 64.3% compared to US$84.1 million for the same period of 2010.
| • | Selling expenses for the fiscal year 2011 were US$67.2 million, an increase of 58.1% from US$42.5 million for the same period of 2010, primarily due to the increased staff cost. |
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| • | General and administrative expenses for the fiscal year 2011 were US$70.9 million, an increase of 70.6% from US$41.5 million for the same period of 2010, primarily due to allowance for doubtful accounts and the increased staff cost. |
Operating Income
Operating income for the fiscal year 2011 was US$139.2 million, an increase of 77.5% compared to US$78.4 million for the same period of 2010. Non-GAAP operating income for fiscal year 2011 was US$146.3 million, an increase of 69.6% compared to US$86.3 million for the same period in 2010.
Income Tax Expense
Income tax expense for the fiscal year 2011 was US$42.6 million, an increase of 133.9% compared to US$18.2 million for the same period of 2010, primarily due to the withholding tax of the distributable profits US$18.4 million.
Net Income Attributable to Shareholders
Net income attributable to shareholders for the fiscal year 2011 was US$101.6 million, an increase of 61.0% from US$63.1 million for the same period of 2010. Non-GAAP net income attributable to shareholders for the fiscal year 2011 was US$123.9 million, an increase of 66.6% compared to US$74.4 million for the same period of 2010.
7
Cash Flow
Cash flow from operating activities was US$154.2 million for the fiscal year 2011, compared to US$106.5 million for the same period of 2010.
Business Outlook
SouFun estimates its total revenues for fiscal year of 2012 to be between US$380.0 million and US$400.0 million, representing a 10.5% to 16.3% growth compared to the total revenues of fiscal year of 2011.
Conference Call Information
SouFun’s management team will host a conference call on February 15, 2012 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 February 15 through February 22, 2012. The dial-in details for the telephone replay are:
US Toll Free: 1866 214 5335
US Toll: +1 718 354 1232
Conference ID # 48714044
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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 314 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.
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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 2012 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.
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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.
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SouFun Holdings Limited
Unaudited Condensed Consolidated Balance Sheets
( in U.S. dollars in thousands )
| December 31, 2011 |
December 31, 2010 |
|||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
150,414 | 171,520 | ||||||
| Restricted cash, current |
35,814 | — | ||||||
| Short-term investments |
8,592 | 62,412 | ||||||
| Accounts receivable, net |
27,697 | 22,353 | ||||||
| Prepayments and other current assets |
12,076 | 10,543 | ||||||
| Loan receivable |
23,762 | 10,570 | ||||||
| Amounts due from related parties |
1,595 | — | ||||||
| Deferred tax assets, current |
1,602 | 2,129 | ||||||
|
|
|
|
|
|||||
| Total current assets |
261,552 | 279,527 | ||||||
|
|
|
|
|
|||||
| Non-current assets: |
||||||||
| Property and equipment, net |
68,064 | 7,549 | ||||||
| Deposit for non-current assets |
— | 4,600 | ||||||
| Restricted cash, non-current |
247,631 | — | ||||||
| Deferred tax assets, non current |
1,407 | 619 | ||||||
| Other non-current assets |
1,717 | 1,472 | ||||||
|
|
|
|
|
|||||
| Total non-current assets |
318,819 | 14,240 | ||||||
|
|
|
|
|
|||||
|
|
|
|
|
|||||
| Total assets |
580,371 | 293,767 | ||||||
|
|
|
|
|
|||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||
| Current liabilities: |
||||||||
| Short-term loan |
— | 3,600 | ||||||
| Short-term bank borrowings |
255,570 | — | ||||||
| Deferred revenue |
73,620 | 56,968 | ||||||
| Accrued expenses and other liabilities |
52,490 | 46,349 | ||||||
| Dividend payable |
51,969 | 39,635 | ||||||
| Income tax payable |
16,158 | 14,329 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
449,807 | 160,881 | ||||||
|
|
|
|
|
|||||
| Deferred tax liability, non-current |
38,581 | 10,219 | ||||||
|
|
|
|
|
|||||
| Total Liabilities |
488,388 | 171,100 | ||||||
|
|
|
|
|
|||||
| Shareholders’ equity: |
||||||||
| Ordinary shares |
10,032 | 9,764 | ||||||
| Additional paid-in capital |
49,838 | 39,399 | ||||||
| Accumulated other comprehensive income |
21,853 | 10,293 | ||||||
| Retained earnings |
10,185 | 63,108 | ||||||
|
|
|
|
|
|||||
| Total SouFun Holdings Limited shareholders’ equity |
91,908 | 122,564 | ||||||
| Non-controlling interest |
75 | 103 | ||||||
|
|
|
|
|
|||||
| Total shareholders’ equity |
91,983 | 122,667 | ||||||
|
|
|
|
|
|||||
| TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY |
580,371 | 293,767 | ||||||
|
|
|
|
|
|||||
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SouFun Holdings Limited
Unaudited Condensed Consolidated Statements of Operations
( in U.S. dollars in thousands, except share data and per ADS data )
| Three months ended | Twelve months ended | |||||||||||||||
| December 31, 2011 |
December 31, 2010 |
December 31, 2011 |
December 31, 2010 |
|||||||||||||
| Revenues: |
||||||||||||||||
| Marketing services |
$ | 79,433 | $ | 79,309 | $ | 246,634 | $ | 167,711 | ||||||||
| Listing services |
21,778 | 15,722 | 67,125 | 40,355 | ||||||||||||
| E-commerce services |
494 | — | 1,657 | — | ||||||||||||
| Other value-added services and products |
12,160 | 3,863 | 28,410 | 16,424 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total revenues |
113,865 | 98,894 | 343,826 | 224,490 | ||||||||||||
| Cost of Revenues: |
||||||||||||||||
| Cost of services |
(16,959 | ) | (18,862 | ) | (66,571 | ) | (49,120 | ) | ||||||||
| Cost of other value-added services and products |
— | (3,060 | ) | — | (12,891 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total Cost of Revenues |
(16,959 | ) | (21,922 | ) | (66,571 | ) | (62,011 | ) | ||||||||
| Gross Profit |
96,906 | 76,972 | 277,255 | 162,479 | ||||||||||||
| Operating expenses: |
||||||||||||||||
| Selling expenses |
(20,770 | ) | (15,527 | ) | (67,207 | ) | (42,512 | ) | ||||||||
| General and administrative expenses |
(30,566 | ) | (18,315 | ) | (70,891 | ) | (41,547 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total Operating Expenses |
(51,336 | ) | (33,842 | ) | (138,098 | ) | (84,059 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating Income |
45,570 | 43,130 | 139,157 | 78,420 | ||||||||||||
| Foreign exchange gain (loss) |
(1 | ) | 16 | 1 | (462 | ) | ||||||||||
| Interest income |
3,609 | 724 | 10,483 | 2,390 | ||||||||||||
| Interest expense |
(1,632 | ) | — | (2,746 | ) | — | ||||||||||
| Unrealized loss on investments |
(4,343 | ) | — | (4,343 | ) | — | ||||||||||
| Realized gain |
11 | 59 | 263 | 282 | ||||||||||||
| Government grants |
308 | 277 | 1,399 | 740 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before income taxes |
43,522 | 44,206 | 144,214 | 81,370 | ||||||||||||
| Income tax expenses |
||||||||||||||||
| Income tax expense |
(13,430 | ) | (4,461 | ) | (42,618 | ) | (18,222 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income |
30,092 | 39,745 | 101,596 | 63,148 | ||||||||||||
| Net income(loss) attributable to non controlling interest |
(8 | ) | 56 | (29 | ) | 40 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net Income attributable to SouFun Holdings Limited shareholders |
$ | 30,100 | $ | 39,689 | $ | 101,625 | 63,108 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income per ADS*: |
||||||||||||||||
| Basic |
$ | 0.39 | 0.52 | 1.33 | 0.85 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Diluted |
$ | 0.37 | 0.48 | 1.24 | 0.79 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Weighted average number of shares outstanding: |
||||||||||||||||
| Basic |
76,854,946 | 76,065,755 | 76,492,272 | 74,683,593 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Diluted |
81,105,017 | 82,238,298 | 82,215,832 | 80,220,633 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
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SouFun Holdings Limited
Reconciliation of GAAP and Non-GAAP Results
( in U.S. dollars in thousands, except share data and per ADS data )
| Three months ended | Twelve months ended | |||||||||||||||
| December 31, 2011 |
December 31, 2010 |
December 31, 2011 |
December 31, 2010 |
|||||||||||||
| GAAP operating income |
45,570 | 43,130 | 139,157 | 78,420 | ||||||||||||
| Share-based compensation |
1,869 | 2,477 | 7,170 | 5,105 | ||||||||||||
| IPO expense |
— | 72 | — | 2,760 | ||||||||||||
| Non-GAAP income from operations |
47,439 | 45,679 | 146,327 | 86,285 | ||||||||||||
| GAAP net income |
30,092 | 39,745 | 101,596 | 63,148 | ||||||||||||
| One-off tax (benefit)/expense |
(7,645 | ) | — | (7,645 | ) | 3,406 | ||||||||||
| Withholding Tax expense |
10,765 | — | 18,414 | — | ||||||||||||
| Unrealized loss on investments |
4,343 | — | 4,343 | — | ||||||||||||
| Share-based compensation |
1,869 | 2,477 | 7,170 | 5,105 | ||||||||||||
| IPO expense |
— | 72 | — | 2,760 | ||||||||||||
| Non-GAAP net income |
39,415 | 42,294 | 123,869 | 74,419 | ||||||||||||
| Net Income attributable to SouFun Holdings Limited shareholders |
30,100 | 39,689 | 101,625 | 63,108 | ||||||||||||
| One-off tax (benefit)/expense |
(7,645 | ) | — | (7,645 | ) | 3,406 | ||||||||||
| Withholding Tax expense |
10,765 | — | 18,414 | — | ||||||||||||
| Unrealized loss on investments |
4,343 | — | 4,343 | — | ||||||||||||
| Share-based compensation expense |
1,869 | 2,477 | 7,170 | 5,105 | ||||||||||||
| IPO expense |
— | 72 | — | 2,760 | ||||||||||||
| Non-GAAP net Income attributable to SouFun Holdings Limited shareholders |
39,423 | 42,238 | 121,923 | 74,379 | ||||||||||||
| GAAP net income per ADS*: |
||||||||||||||||
| Basic |
0.39 | 0.52 | 1.33 | 0.85 | ||||||||||||
| Diluted |
0.37 | 0.48 | 1.24 | 0.79 | ||||||||||||
| Non-GAAP net income per ADS*: |
||||||||||||||||
| Basic |
0.51 | 0.56 | 1.62 | 1.00 | ||||||||||||
| Diluted |
0.49 | 0.51 | 1.51 | 0.93 | ||||||||||||
| Weighted average number of shares outstanding: |
||||||||||||||||
| Basic |
76,854,946 | 76,065,755 | 76,492,272 | 74,683,593 | ||||||||||||
| Diluted |
81,105,017 | 82,238,298 | 82,215,832 | 80,220,633 | ||||||||||||
Source: SouFun Holdings Limited
SouFun Holdings Limited
Investors:
Dr. Hua Lei, +86 (10) 5930 6425
ir@soufun.com
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