Form 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 August 2014

Commission File Number: 001-34862

 

 

SOUFUN HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

 

 

F9M, Building 5, Zone 4, Hanwei International Plaza

No. 186 South 4th Ring Road

Fengtai District, Beijing 100070

The 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):  ¨

 

 

 


Unless we otherwise specify, when used in this Form 6-K the terms “SouFun,” “we” and “our” refer to SouFun Holdings Limited and its subsidiaries and consolidated controlled entities.

This Form 6-K contains our unaudited financial results as of and for the three and six months ended June 30, 2014 and a discussion of these results, which we previously publicly released on August 7, 2014.

This Form 6-K, excluding Exhibit 99.1, is hereby incorporated by reference into our Registration Statement on Form F-3 (Registration No. 333-181407).

Second Quarter 2014 Results

Revenues

SouFun reported total revenues of $168.2 million for the second quarter of 2014, representing an increase of 16.7% from $144.1 million for the corresponding period in 2013, primarily driven by the growth in marketing services.

Revenue from marketing services was $74.3 million for the second quarter of 2014, an increase of 26.1% from $58.9 million for the corresponding period in 2013.

Revenue from e-commerce services was $48.6 million for the second quarter of 2014, an 8.1% increase from $45.0 million for the same period in 2013. The growth was primarily driven by increased penetration in more cities but negatively affected by the sluggish demand for new homes.

Revenue from listing services was $41.7 million for the second quarter of 2014, an increase of 8.5% from $38.4 million for the corresponding period in 2013. The growth in listing services was negatively affected by the slowdown in secondary home sales and our reduction in listing services fees.

Revenue from other value-added services was $3.6 million for the second quarter of 2014, an increase of 97.6% from $1.8 million for the corresponding period in 2013, mainly by an increase in real estate data related services.

Cost of Revenue

Cost of revenue was $29.3 million for the second quarter of 2014, an increase of 12.1% from $26.1 million for the corresponding period in 2013. The increase in cost of revenue was mainly driven by the increase in staff costs and VAT taxes.

Gross margin was 82.6% for the second quarter of 2014, slightly improved from 81.9% for the corresponding period in 2013.

 

2


Operating Expenses

Operating expenses were $57.6 million for the second quarter of 2014, an increase of 35.9 % from $42.4 million for the corresponding period in 2013.

Selling expenses were $31.7 million for the second quarter of 2014, an increase of 38.2% from $23.0 million for the corresponding period in 2013, primarily due to increased staff costs and advertising and promotion expenses as we continued to increase headcount to support our service expansion and technology and product development, as well as increased spending for advertising campaigns.

General and administrative expenses were $25.9 million for the second quarter of 2014, an increase of 33.1% from $19.4 million for the corresponding period in 2013, primarily due to increased staff costs.

Operating Income

Operating income was $81.7 million for the second quarter of 2014, an increase of 7.8% from $75.8 million for the corresponding period in 2013.

Income Tax Expenses

Income tax expense was $23.9 million for the second quarter of 2014, a 3.4% decrease compared to $24.7 million for the corresponding period in 2013. Effective tax rate was 26% for the second quarter of 2014 as compared to 30.6% for the same period in 2013. The decrease in the effective tax rate was primarily due to a tax benefit from certain PRC subsidiaries obtaining tax exemption status in May 2014 for 2013 and 2014. And to a less extent, by the fact that certain subsidiaries were subject to 5% withholding tax rate for the second quarter of 2014 compared to 10% withholding tax rate in the corresponding period in 2013.

Net Income and EPS

Net income attributable to SouFun’s shareholders was $68.2 million for the second quarter of 2014, a 23.2% increase from $55.4 million for the corresponding period in 2013. Fully diluted earnings per ADS was $0.15 for the second quarter of 2014, a 15.4% increase from $0.13 for the corresponding period in 2013.

Cash

As of June 30, 2014, SouFun had cash, cash equivalents, and short-term investments of $927.3 million, compared to $943.7 million as of March 31, 2014. Cash flow from operating activities was $40.1 million for the second quarter of 2014, a 49.6% decrease from $79.6 million for the same period in 2013 mainly caused by the approximately $21.9 million entrusted loans provided to developers and home buyers under our financial services program and an approximately $27.2 million decrease in advance payments from our clients as compared to the second quarter of 2013.

 

3


First Half 2014 Results

Revenues

SouFun reported total revenues of $289.4 million for the first half of 2014, representing an increase of 23.0% from $235.2 million for the corresponding period in 2013, primarily driven by the growth in marketing services and listing services.

Revenue from marketing services was $121.3 million for the first half of 2014, an increase of 28.0% from $94.8 million for the corresponding period in 2013.

Revenue from e-commerce services was $78.0 million for the first half of 2014, a 9.4% increase from $71.3 million for the same period in 2013. The growth was primarily driven by increased penetration in more cities but negatively affected by the sluggish demand for new homes.

Revenue from listing services was $83.8 million for the first half of 2014, an increase of 28.4% from $65.3 million for the corresponding period in 2013, primarily due to the growth in the number of agency subscribers. As mentioned above, the growth in listing services was negatively affected by the slowdown in secondary home sales and our reduction in listing services fees.

Revenue from other value-added services was $6.2 million for the first half of 2014, an increase of 63.0% from $3.8 million for the corresponding period in 2013, due primarily to an increase in real estate data related service.

Cost of Revenue

Cost of revenue was $54.2 million for the first half of 2014, an increase of 17.4 % from $46.2 million for the corresponding period in 2013. The increase in cost of revenue was primarily due to the increase in staff costs and taxes.

Gross margin was 81.3% for the first half of 2014, slightly improved from 80.4% for the corresponding period in 2013.

Operating Expenses

Operating expenses were $104.5 million for the first half of 2014, an increase of 37.1% from $76.2 million for the corresponding period in 2013.

Selling expenses were $59.3 million for the first half of 2014, an increase of 42.2% from $41.7 million for the corresponding period in 2013, primarily due to increased staff costs and advertising and promotion expenses as we continued to increase headcount to support our service expansion and technology and product development, as well as increased spending for advertising campaigns.

General and administrative expenses were $45.2 million for the first half of 2014, an increase of 31.0% from $34.5 million for the corresponding period in 2013, primarily due to increased staff costs.

 

4


Operating Income

Operating income was $131.3 million for the first half of 2014, an increase of 16.1% from $113.0 million for the corresponding period in 2013.

Income Tax Expenses

Income tax expense was $39.1 million for the first half of 2014, a 7.5% increase compared to $36.4 million for the corresponding period in 2013. The effective tax rate was 26.3% for the first half of 2014, compared to 30.3% for the corresponding period in 2013. The decrease in the effective tax rate was primarily due to a tax benefit from certain PRC subsidiaries obtaining tax exemption status in May 2014 for 2013 and 2014. And to a less extent, by the fact that certain subsidiaries were subject to 5% withholding tax rate for the first half of 2014 compared to 10% withholding tax rate in the corresponding period in 2013.

Net Income and EPS

Net income attributable to SouFun’s shareholders was $109.7 million for the first half of 2014, an increase of 31.0% from $83.8 million for the corresponding period in 2013. Fully diluted earnings per ADS was $0.25 for the first half of 2014, a 25.0% increase from $0.20 for the corresponding period in 2013.

Cash

Cash flow from operating activities was $166.3 million for the first half of 2014, a 19.3% increase from $139.4 million for the same period in 2013.

Changes to the Board of Directors and Management

On August 7, 2014:

 

    Mr. Jeff Xuesong Leng resigned as a director of the Company.

 

    The Board of Directors (the “Board”) appointed Mr. Sol Trujillo as an independent director to the Board. Mr. Trujillo is an international business executive with three decades’ experience as CEO of large market cap global companies in the United States, the European Union and Asia Pacific, including US West (now CenturyLink), Orange (now France Telecom) and Telstra, the Australian communications company. Mr. Trujillo earned his B.S. in Business and an MBA in Finance from University of Wyoming.

 

    Mr. Richard Jiangong Dai resigned as President and Chief Executive Officer of the Company. Mr. Dai will continue to serve as a director of the Company.

 

    The Board appointed Mr. Vincent Tianquan Mo, SouFun’s founder and Executive Chairman of the Board, as Chief Executive Officer.

Cash Dividends to Shareholders

On August 7, 2014, the Board approved and declared a cash dividend of US$1.00 per share on SouFun’s ordinary shares. Five SouFun’s American depositary shares (“ADS”) represent one ordinary share.

The cash dividend will be paid by August 29, 2014 to shareholders of record as of the close of business on August 18, 2014. Dividends will be paid to SouFun’s ADS holders through the depositary bank, JPMorgan Chase Bank, N.A., subject to the terms of the deposit agreement, including the fees and expenses payable thereunder.

 

5


SouFun Holdings Limited

Condensed Consolidated Balance Sheets

(in thousands of U.S. dollars, except as noted)

 

     June 30,
2014
     Dec 31,
2013
 
     (Unaudited)      (Audited)  

ASSETS

     

Current assets:

     

Cash and cash equivalents

     239,191         581,010   

Restricted cash, current

     —           255,917   

Short-term investments

     688,123         10,138   

Accounts receivable, net

     53,349         44,541   

Funds receivable

     18,684         37,124   

Prepayment and other current assets

     27,170         31,758   

Loan receivable

     21,896         —     

Deferred tax assets, current

     3,379         3,165   
  

 

 

    

 

 

 

Total current assets

     1,051,792         963,653   
  

 

 

    

 

 

 

Non-current assets:

     

Property and equipment, net

     217,615         221,442   

Restricted cash, non-current

     206,343         257,499   

Deferred tax assets, non-current

     1,815         1,728   

Deposit for non-current assets

     75,963         38,140   

Long-term investments

     49,506         —     

Other non-current assets

     25,935         22,627   
  

 

 

    

 

 

 

Total non-current assets

     577,177         541,436   
  

 

 

    

 

 

 

Total assets

     1,628,969         1,505,089   
  

 

 

    

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

     

Current liabilities:

     

Short-term loans

     —           90,000   

Deferred revenue

     134,031         115,043   

Accrued expenses and other liabilities

     171,678         143,292   

Income tax payable

     16,367         43,688   

Customers’ refundable fees

     75,140         53,066   

Amounts due to a related party

     937         537   
  

 

 

    

 

 

 

Total current liabilities

     398,153         445,626   

Non-current liabilities:

     

Long-term loans

     180,750         180,750   

Convertible senior notes

     400,000         350,000   

Deferred tax liabilities, non-current

     97,203         84,767   

Other non-current liabilities

     403         479   
  

 

 

    

 

 

 

Total non-current liabilities

     678,356         615,996   
  

 

 

    

 

 

 

Total Liabilities

     1,076,509         1,061,622   
  

 

 

    

 

 

 

Equity:

     

Class A ordinary shares, par value Hong Kong Dollar (“HK$”) 1 per share, 600,000,000 shares authorized for Class A and Class B in aggregate, and 57,627,378 shares and 57,440,895 shares issued and outstanding as at June 30, 2014 and December 31, 2013, respectively

     7,430         7,376   

Class B ordinary shares, par value HK$1 per share, 600,000,000 shares authorized for Class A and Class B in aggregate, and 24,336,650 shares and 24,336,650 shares issued and outstanding as at June 30, 2014 and December 31, 2013, respectively

     3,124         3,124   

Additional paid-in capital

     94,036         89,071   

Accumulated other comprehensive income

     37,632         43,381   

Retained earnings

     410,238         300,515   
  

 

 

    

 

 

 

Total SouFun Holdings Limited shareholders’ equity

     552,460         443,467   

Noncontrolling interests

     —           —     
  

 

 

    

 

 

 

Total equity

     552,460         443,467   
  

 

 

    

 

 

 

TOTAL LIABILITIES AND EQUITY

     1,628,969         1,505,089   
  

 

 

    

 

 

 

 

6


SouFun Holdings Limited

Condensed Consolidated Statements of Comprehensive Income

(in thousands of U.S. dollars, except share data and per share data)

 

     Three months ended     Six months ended  
    

June 30,

2014

   

June 30,

2013

   

June 30,

2014

   

June 30,

2013

 
     (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  

Revenues:

      

Marketing services

     74,303        58,947        121,286        94,760   

E-commerce services

     48,618        44,972        78,033        71,335   

Listing services

     41,674        38,423        83,819        65,257   

Other value-added services

     3,560        1,802        6,238        3,826   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     168,155        144,144        289,376        235,178   

Cost of Revenues:

      

Cost of services

     (29,291     (26,124     (54,196     (46,154
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Cost of Revenues

     (29,291     (26,124     (54,196     (46,154

Gross Profit

     138,864        118,020        235,180        189,024   

Operating expenses and income:

      

Selling expenses

     (31,748     (22,965     (59,282     (41,697

General and administrative expenses

     (25,852     (19,424     (45,168     (34,484

Other income

     472        167        525        167   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating Income

     81,736        75,798        131,255        113,010   

Foreign exchange gain (loss)

     (1     2        (13     2   

Interest income

     12,836        6,315        24,180        11,993   

Interest expense

     (4,085     (3,218     (9,179     (6,555

Government grants

     1,616        432        2,582        854   

Realized gain on available-for-sale security (includes $821 accumulated other comprehensive income reclassifications for unrealized net gains on available-for-sale security)

     —          821        —          821   

Gain on bargain purchase

     —          —          —          102   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes and noncontrolling interests

     92,102        80,150        148,825        120,227   

Income tax expenses

      

Income tax expenses

     (23,901     (24,747     (39,102     (36,380
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     68,201        55,403        109,723        83,847   

Net income attributable to noncontrolling interests

     —          35        —          70   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to SouFun Holdings Limited shareholders

     68,201        55,368        109,723        83,777   

Other comprehensive income, net of tax

      

Foreign currency Translation

     (6     8,323        (7,840     9,691   

Realized gain on available-for-sale security

     —          (821     —          (821

Unrealized gain on available-for-sale security

     2,091        —          2,091        78   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive income, net of tax

     2,085        7,502        (5,749     8,948   
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

     70,286        62,905        103,974        92,795   
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings per share for Class A and Class B ordinary shares

      

Basic

     0.83        0.71        1.34        1.07   

Diluted

     0.77        0.67        1.24        1.01   

Earnings per ADS

      

Basic

     0.17        0.14        0.27        0.21   

Diluted

     0.15        0.13        0.25        0.20   

Weighted average number of Class A and Class B ordinary shares outstanding:

      

Basic

     81,917,870        77,923,911        81,885,231        77,962,391   

Diluted

     92,506,249        83,124,647        92,927,800        83,266,708   

Weighted average number of ADSs outstanding:

      

Basic

     409,589,351        389,619,555        409,426,156        389,811,955   

Diluted

     462,531,244        415,623,235        464,639,001        416,333,540   

 

7


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.

 

SOUFUN HOLDINGS LIMITED
By:  

/s/ Vincent Tianquan Mo

Name:   Vincent Tianquan Mo
Title:   Executive Chairman

Date: August 8, 2014

 

8


Exhibit Index

 

Exhibit 99.1 —   Press Release

 

9

EX-99.1

Exhibit 99.1

 

LOGO

News Release

SouFun Announces Second Quarter 2014 Results, Changes to the Board and Management, and Declares Cash Dividends to Shareholders

BEIJING, China, August 7, 2014 – SouFun Holdings Limited (NYSE: SFUN) (“SouFun”), the leading real estate Internet portal in China, announced today its unaudited financial results for the second quarter of 2014. In addition, SouFun announced changes to SouFun’s Board of Directors (“Board”) and management and declared cash dividends to its shareholders.

Second Quarter 2014 Highlights

 

    Revenue in the second quarter of 2014 was $168.2 million, a 16.7% increase from the corresponding period in 2013.

 

    Operating income in the second quarter of 2014 was $81.7 million, a 7.8% increase from the corresponding period in 2013. Non-GAAP operating income in the second quarter of 2014 was $83.2 million, a 7.3% increase from the corresponding period in 2013. A description of the adjustments from GAAP to non-GAAP operating income is described below.

 

    Net income attributable to SouFun’s shareholders was $68.2 million, representing a year-over-year increase of 23.2%. Fully diluted earnings per ADS was $0.15, an increase of 15.4% from the corresponding period in 2013.

 

    Non-GAAP net income attributable to SouFun’s shareholders was $72.1 million, representing a year-over-year increase of 15.4%. Non-GAAP fully diluted earnings per ADS were $0.16, an increase of 6.7% from the corresponding period in 2013.

First Half 2014 Highlights

 

    Revenue in the first half of 2014 was $289.4 million, a 23.0% increase from the corresponding period in 2013.

 

    Operating income in the first half of 2014 was $131.3 million, a 16.1% increase from the corresponding period in 2013. Non-GAAP operating income in the first half of 2014 was $134.3 million, a 15.2% increase from the corresponding period in 2013.

 

    Net income attributable to SouFun’s shareholders in the first half of 2014 was $109.7 million, representing a year-over-year increase of 31.0%. Fully diluted earnings per ADS were $0.25, an increase of 25.0% from the corresponding period in 2013.

 

1


    Non-GAAP net income attributable to SouFun’s shareholders in the first half of 2014 was $119.9 million, representing a year-over-year increase of 25.3%. Non-GAAP fully diluted earnings per ADS in the first half of 2014 was $0.26, an increase of 13.0% from the corresponding period in 2013.

“SouFun experienced the slowest-growing quarter since its IPO four years ago.” said Vincent Mo, Executive Chairman of SouFun. “Change and transformation are needed, immediately. We are determined to deliver a broader and stronger SouFun to diverse property buyers and sellers with our solid internet and mobile platforms, transaction oriented functions, and financial services products.”

Second Quarter 2014 Results

Revenues

SouFun reported total revenues of $168.2 million for the second quarter of 2014, representing an increase of 16.7% from $144.1 million for the corresponding period in 2013, primarily driven by the growth in marketing services.

Revenue from marketing services was $74.3 million for the second quarter of 2014, an increase of 26.1% from $58.9 million for the corresponding period in 2013.

Revenue from e-commerce services was $48.6 million for the second quarter of 2014, an 8.1% increase from $45.0 million for the same period in 2013. The growth was primarily driven by increased penetration in more cities but negatively affected by the sluggish demand for new homes.

Revenue from listing services was $41.7 million for the second quarter of 2014, an increase of 8.5% from $38.4 million for the corresponding period in 2013. The growth in listing services was negatively affected by the slowdown in secondary home sales and our reduction in listing services fees.

Revenue from other value-added services was $3.6 million for the second quarter of 2014, an increase of 97.6% from $1.8 million for the corresponding period in 2013, mainly by an increase in real estate data related services.

Cost of Revenue

Cost of revenue was $29.3 million for the second quarter of 2014, an increase of 12.1 % from $26.1 million for the corresponding period in 2013. The increase in cost of revenue was mainly driven by the increase in staff costs and VAT taxes.

Gross margin was 82.6% for the second quarter of 2014, slightly improved from 81.9% for the corresponding period in 2013.

 

2


Operating Expenses

Operating expenses were $57.6 million for the second quarter of 2014, an increase of 35.9 % from $42.4 million for the corresponding period in 2013.

Selling expenses were $31.7 million for the second quarter of 2014, an increase of 38.2% from $23.0 million for the corresponding period in 2013, primarily due to increased staff costs and advertising and promotion expenses as we continued to increase headcount to support our service expansion and technology and product development, as well as increased spending for advertising campaigns.

General and administrative expenses were $25.9 million for the second quarter of 2014, an increase of 33.1% from $19.4 million for the corresponding period in 2013, primarily due to increased staff costs.

Operating Income

Operating income was $81.7 million for the second quarter of 2014, an increase of 7.8% from $75.8 million for the corresponding period in 2013.

Income Tax Expenses

Income tax expense was $23.9 million for the second quarter of 2014, a 3.4% decrease compared to $24.7 million for the corresponding period in 2013. Effective tax rate was 26% for the second quarter of 2014 as compared to 30.6% for the same period in 2013. The decrease in the effective tax rate was primarily due to a tax benefit from certain PRC subsidiaries obtaining tax exemption status in May 2014 for 2013 and 2014. And to a less extent, by the fact that certain subsidiaries were subject to 5% withholding tax rate for the second quarter of 2014 compared to 10% withholding tax rate in the corresponding period in 2013.

Net Income and EPS

Net income attributable to SouFun’s shareholders was $68.2 million for the second quarter of 2014, a 23.2% increase from $55.4 million for the corresponding period in 2013. Fully diluted earnings per ADS was $0.15 for the second quarter of 2014, a 15.4% increase from $0.13 for the corresponding period in 2013.

Adjusted EBITDA

Adjusted EBITDA, defined as non-GAAP net income before income taxes, interest expenses, interest income, depreciation and amortization, was $87.7 million for the second quarter of 2014, an increase of 8.7% as compared to $80.7 million for the corresponding period in 2013.

Cash

As of June 30, 2014, SouFun had cash, cash equivalents, and short-term investments of $927.3 million, compared to $943.7 million as of March 31, 2014. Cash flow from operating activities was $40.1 million for the second quarter of 2014, a 49.6% decrease from $79.6 million for the same period in 2013 mainly caused by the approximately $21.9 million entrusted loans provided to developers and home buyers under our financial services program and an approximately $27.2 million decrease in advance payments from our clients as compared to the second quarter of 2013.

 

3


First Half 2014 Results

Revenues

SouFun reported total revenues of $289.4 million for the first half of 2014, representing an increase of 23.0% from $235.2 million for the corresponding period in 2013, primarily driven by the growth in marketing services and listing services.

Revenue from marketing services was $121.3 million for the first half of 2014, an increase of 28.0% from $94.8 million for the corresponding period in 2013.

Revenue from e-commerce services was $78.0 million for the first half of 2014, a 9.4% increase from $71.3 million for the same period in 2013. The growth was primarily driven by increased penetration in more cities but negatively affected by the sluggish demand for new homes.

Revenue from listing services was $83.8 million for the first half of 2014, an increase of 28.4% from $65.3 million for the corresponding period in 2013, primarily due to the growth in the number of agency subscribers. As mentioned above, the growth in listing services was negatively affected by the slowdown in secondary home sales and our reduction in listing services fees.

Revenue from other value-added services was $6.2 million for the first half of 2014, an increase of 63.0% from $3.8 million for the corresponding period in 2013, due primarily to an increase in real estate data related service.

Cost of Revenue

Cost of revenue was $54.2 million for the first half of 2014, an increase of 17.4 % from $46.2 million for the corresponding period in 2013. The increase in cost of revenue was primarily due to the increase in staff costs and taxes.

Gross margin was 81.3% for the first half of 2014, slightly improved from 80.4% for the corresponding period in 2013.

Operating Expenses

Operating expenses were $104.5 million for the first half of 2014, an increase of 37.1 % from $76.2 million for the corresponding period in 2013.

Selling expenses were $59.3 million for the first half of 2014, an increase of 42.2% from $41.7 million for the corresponding period in 2013, primarily due to increased staff costs and advertising and promotion expenses as we continued to increase headcount to support our service expansion and technology and product development, as well as increased spending for advertising campaigns.

 

4


General and administrative expenses were $45.2 million for the first half of 2014, an increase of 31.0% from $34.5 million for the corresponding period in 2013, primarily due to increased staff costs.

Operating Income

Operating income was $131.3 million for the first half of 2014, an increase of 16.1% from $113.0 million for the corresponding period in 2013.

Income Tax Expenses

Income tax expense was $39.1 million for the first half of 2014, a 7.5% increase compared to $36.4 million for the corresponding period in 2013. The effective tax rate was 26.3% for the first half of 2014, compared to 30.3% for the corresponding period in 2013. The decrease in the effective tax rate was primarily due to a tax benefit from certain PRC subsidiaries obtaining tax exemption status in May 2014 for 2013 and 2014. And to a less extent, by the fact that certain subsidiaries were subject to 5% withholding tax rate for the first half of 2014 compared to 10% withholding tax rate in the corresponding period in 2013.

Net Income and EPS

Net income attributable to SouFun’s shareholders was $109.7 million for the first half of 2014, an increase of 31.0% from $83.8 million for the corresponding period in 2013. Fully diluted earnings per ADS was $0.25 for the first half of 2014, a 25.0% increase from $0.20 for the corresponding period in 2013.

Adjusted EBITDA

Adjusted EBITDA, defined as non-GAAP net income before income taxes, interest expenses, interest income, depreciation and amortization, was $142.5 million for the first half of 2014, an increase of 17.3% as compared to $121.6 million for the corresponding period in 2013.

Cash

Cash flow from operating activities was $166.3 million for the first half of 2014, a 19.3% increase from $139.4 million for the same period in 2013.

Business Outlook

SouFun adjusts its revenue guidance for 2014 from between $780.0 million and $796.0 million, or a year-over-year increase of between 22.5% and 25%, to between $727.0 million and $739.0 million, or a year-over-year increase of between 14% and 16%. SouFun is adjusting its revenue guidance for 2014 in light of the slowdown in the real estate market in China, our reduction in fees we charge for listing services for the remainder of 2014, and longer time for new businesses to contribute significantly to revenue growth. This forecast reflects SouFun’s current and preliminary view, which is subject to change and may not reflect actual results.

 

5


Changes to the Board of Directors and Management

SouFun also announced that its Board has approved the following changes to the directors and management, effective immediately:

 

    Mr. Jeff Xuesong Leng resigned from the Board.

 

    Mr. Sol Trujillo was appointed an independent director to the Board. Mr. Trujillo is an international business executive with three decades’ experience as CEO of large market cap global companies in the US, the EU and Asia Pacific, including US West (now CenturyLink), Orange (now France Telecom) and Telstra, the Australian communications company. A digital pioneer operating in the telecommunications, technology, and media space, he has been a long-time champion of high-speed broadband and a pioneer and innovator of smartphone and the mobile internet to stimulate productivity and innovation across all sectors of the economy. He has managed operations in more than 25 countries – including developed and emerging markets from the EU and North America to China, South Asia, Africa and the Middle East. He currently sits on corporate boards in the US, EU and China – including Western Union and ProAmerica Bank in the US and in Asia, Silk Road Technologies in China, where he is Board chairman. In the public sector, Mr. Trujillo served as trade policy advisor to the Clinton and Bush administrations and remains active on public policy issues related to immigration, trade, productivity and fiscal affairs. Mr. Trujillo earned his B.S. in Business and an MBA in Finance from University of Wyoming.

 

    Mr. Richard Jiangong Dai resigned from the President and Chief Executive Officer (“CEO”) as he has enrolled in Stanford University and is studying full-time in the U.S. Mr. Dai will remain as a director of the Board.

 

    Mr. Vincent Tianquan Mo, SouFun’s founder and Executive Chairman of the Board, is appointed the CEO.

Cash Dividends to Shareholders

In addition, SouFun announced today that its Board of Directors has approved and declared a cash dividend of US$1.00 per share on SouFun’s ordinary shares. Five SouFun’s American depositary shares (“ADS”) represent one ordinary share.

The cash dividend will be paid by August 29, 2014 to shareholders of record as of the close of business on August 18, 2014. Dividends will be paid to SouFun’s ADS holders through the depositary bank, JPMorgan Chase Bank, N.A., subject to the terms of the deposit agreement, including the fees and expenses payable thereunder.

 

6


Conference Call Information

SouFun’s management team will host a conference call on the same day at 8:00 AM U.S. EST (8:00 PM Beijing / Hong Kong time). The dial-in details for the live conference call are:

The dial-in details for the live conference call are:

 

International Toll:    +65 6723-9381
Local Toll:
United States    +1 866-519-4004/+1 845-675-0437
Hong Kong    +852 800-930-346
Mainland China    +86 400-620-8038 / +86 800-819-0121
Conference ID number:    7844 1729

A telephone replay of the call will be available after the conclusion of the conference call from 11:00 PM U.S. EDT on August 7 through 9:59 PM August 15, 2014. The dial-in details for the telephone replay are:

 

International Toll:    +61 2-8199-0299
Toll-Free:   
United States    +1 855-452-5696 / +1 646-254-3697
Hong Kong    +852 800-963-117 / +852 3051-2780
Mainland China    +86 400-602-2065 / +86 800-870-0206
Conference ID number:    7844 1729

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 in China in terms of the number of page views and visitors to our websites in 2013. Through SouFun’s websites, it provides marketing, e-commerce, listing, and other value-added services for China’s fast-growing real estate and home-related sectors. SouFun’s Internet portal is highly focused on user experience, and supports SouFun’s users in seeking information on the real estate and home-related sectors in China. SouFun currently maintains about 100 offices to focus on local market needs and its website and database contains real estate related content covering more than 370 cities in China. For more information about SouFun, please visit http://ir.fang.com.

 

7


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,” “is expected to,” “anticipates,” “aim,” “future,” “intends,” “plans,” “believes,” “are likely to,” “estimates,” “may,” “should” and similar expressions. Such forward-looking statements include, without limitation, statements regarding the revenue outlook for 2014, conditions in the PRC real estate market and the success of SouFun’s strategic and operational plans and focus, the impact of government policies and China’s real estate and home furnishings market. 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, the impact of the slowdown in the PRC real estate market on SouFun and the impact on revenues of our existing and new service fees reductions, the ability of SouFun to retain real estate listing agencies as customers during challenging economic periods, the success of SouFun’s new business initiatives, the ability of SouFun to manage its operating expenses, the impact of, measures taken or to be taken by the Chinese government to control real estate growth and prices and other events which could occur in the future, economic challenges in China’s real estate market, the impact of competitive market conditions for our services, our ability to maintain and increase our leadership in China’s home related internet sector, the uncertain regulatory landscape in China, fluctuations in our quarterly operating results, our continued ability to execute business strategies including our SouFun membership services and SouFun Online Shop, our ability to continue to expand in local markets, our reliance on online advertising sales and listing services for our revenues, any failure to successfully develop and expand our content, service offerings and features, including the success of new features to meet evolving market needs, and the technologies that support them, and, should we in the future make acquisitions, any failure to successfully integrate acquired businesses.

Further information regarding these and other risks and uncertainties is included in our annual report on Form 20-F and other documents we have filed with the U.S. Securities and Exchange Commission. 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 United States Securities and Exchange Commission: (1) non-GAAP operating income, (2) non-GAAP net income and (3) non-GAAP basic and diluted earnings per ordinary share and (4) adjusted EBITDA. 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.

 

8


SouFun believes that these non-GAAP financial measures provide meaningful supplemental information to investors regarding its operating performance by excluding share-based compensation expenses and the related tax effects, realized gain on available-for-sale security, interest income and expenses, income tax expenses, and depreciation expense for the three months ended June 30, 2014 and the first half of 2014, 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, interest income and expenses, income tax expenses, and depreciation expenses have 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 and media inquiries, please contact:

Mr. Hong Zhao

Vice President of Finance

SouFun Holdings Limited

Phone: +86-10-5631 8707

Email: hongzhao@soufun.com

Or

Ms. Yiwen Zhang

Investor Relations Manager

SouFun Holdings Limited

Phone: +86-10-5631 8659

E-mail: zhangyiwen@soufun.com

 

9


SouFun Holdings Limited

Condensed Consolidated Balance Sheets

(in thousands of U.S. dollars, except as noted)

 

     June 30,      Dec 31,  
     2014      2013  
     (Unaudited)      (Audited)  

ASSETS

     

Current assets:

     

Cash and cash equivalents

     239,191         581,010   

Restricted cash, current

     —           255,917   

Short-term investments

     688,123         10,138   

Accounts receivable, net

     53,349         44,541   

Funds receivable

     18,684         37,124   

Prepayment and other current assets

     27,170         31,758   

Loan receivable

     21,896         —     

Deferred tax assets, current

     3,379         3,165   
  

 

 

    

 

 

 

Total current assets

     1,051,792         963,653   
  

 

 

    

 

 

 

Non-current assets:

     

Property and equipment, net

     217,615         221,442   

Restricted cash, non-current

     206,343         257,499   

Deferred tax assets, non-current

     1,815         1,728   

Deposit for non-current assets

     75,963         38,140   

Long-term investments

     49,506         —     

Other non-current assets

     25,935         22,627   
  

 

 

    

 

 

 

Total non-current assets

     577,177         541,436   
  

 

 

    

 

 

 

Total assets

     1,628,969         1,505,089   
  

 

 

    

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

     

Current liabilities:

     

Short-term loans

     —           90,000   

Deferred revenue

     134,031         115,043   

Accrued expenses and other liabilities

     171,678         143,292   

Income tax payable

     16,367         43,688   

Customers’ refundable fees

     75,140         53,066   

Amounts due to a related party

     937         537   
  

 

 

    

 

 

 

Total current liabilities

     398,153         445,626   

Non-current liabilities:

     

Long-term loans

     180,750         180,750   

Convertible senior notes

     400,000         350,000   

Deferred tax liabilities, non-current

     97,203         84,767   

Other non-current liabilities

     403         479   
  

 

 

    

 

 

 

Total non-current liabilities

     678,356         615,996   
  

 

 

    

 

 

 

Total Liabilities

     1,076,509         1,061,622   
  

 

 

    

 

 

 

Equity:

     

Class A ordinary shares, par value Hong Kong Dollar (“HK$”) 1 per share, 600,000,000 shares authorized for Class A and Class B in aggregate, and 57,627,378 shares and 57,440,895 shares issued and outstanding as at June 30, 2014 and December 31, 2013, respectively

     7,430         7,376   

Class B ordinary shares, par value HK$1 per share, 600,000,000 shares authorized for Class A and Class B in aggregate, and 24,336,650 shares and 24,336,650 shares issued and outstanding as at June 30, 2014 and December 31, 2013, respectively

     3,124         3,124   

Additional paid-in capital

     94,036         89,071   

Accumulated other comprehensive income

     37,632         43,381   

Retained earnings

     410,238         300,515   
  

 

 

    

 

 

 

Total SouFun Holdings Limited shareholders’ equity

     552,460         443,467   
  

 

 

    

 

 

 

Noncontrolling interests

     —           —     
  

 

 

    

 

 

 

Total equity

     552,460         443,467   
  

 

 

    

 

 

 

TOTAL LIABILITIES AND EQUITY

     1,628,969         1,505,089   
  

 

 

    

 

 

 

 

10


SouFun Holdings Limited

Condensed Consolidated Statements of Comprehensive Income

(in thousands of U.S. dollars, except share data and per share data)

 

     Three months ended     Six months ended  
     June 30,     June 30,     June 30,     June 30,  
     2014     2013     2014     2013  
     (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  

Revenues:

        

Marketing services

     74,303        58,947        121,286        94,760   

E-commerce services

     48,618        44,972        78,033        71,335   

Listing services

     41,674        38,423        83,819        65,257   

Other value-added services

     3,560        1,802        6,238        3,826   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     168,155        144,144        289,376        235,178   

Cost of Revenues:

        

Cost of services

     (29,291     (26,124     (54,196     (46,154
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Cost of Revenues

     (29,291     (26,124     (54,196     (46,154

Gross Profit

     138,864        118,020        235,180        189,024   

Operating expenses and income:

        

Selling expenses

     (31,748     (22,965     (59,282     (41,697

General and administrative expenses

     (25,852     (19,424     (45,168     (34,484

Other income

     472        167        525        167   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating Income

     81,736        75,798        131,255        113,010   

Foreign exchange gain (loss)

     (1     2        (13     2   

Interest income

     12,836        6,315        24,180        11,993   

Interest expense

     (4,085     (3,218     (9,179     (6,555

Government grants

     1,616        432        2,582        854   

Realized gain on available-for-sale security (includes $821 accumulated other comprehensive income reclassifications for unrealized net gains on available-for-sale security)

     —          821        —          821   

Gain on bargain purchase

     —          —          —          102   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes and noncontrolling interests

     92,102        80,150        148,825        120,227   

Income tax expenses

        

Income tax expenses

     (23,901     (24,747     (39,102     (36,380
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     68,201        55,403        109,723        83,847   

Net income attributable to noncontrolling interests

     —          35        —          70   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to SouFun Holdings Limited shareholders

     68,201        55,368        109,723        83,777   

Other comprehensive income, net of tax

        

Foreign currency Translation

     (6     8,323        (7,840     9,691   

Realized gain on available-for-sale security

     —          (821     —          (821

Unrealized gain on available-for-sale security

     2,091        —          2,091        78   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive income, net of tax

     2,085        7,502        (5,749     8,948   
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

     70,286        62,905        103,974        92,795   
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings per share for Class A and Class B ordinary shares

        

Basic

     0.83        0.71        1.34        1.07   

Diluted

     0.77        0.67        1.24        1.01   

Earnings per ADS

        

Basic

     0.17        0.14        0.27        0.21   

Diluted

     0.15        0.13        0.25        0.20   

Weighted average number of Class A and Class B ordinary shares outstanding:

        

Basic

     81,917,870        77,923,911        81,885,231        77,962,391   

Diluted

     92,506,249        83,124,647        92,927,800        83,266,708   

Weighted average number of ADSs outstanding:

        

Basic

     409,589,351        389,619,555        409,426,156        389,811,955   

Diluted

     462,531,244        415,623,235        464,639,001        416,333,540   

 

11


SouFun Holdings Limited

Reconciliation of GAAP and Non-GAAP Results

(in thousands of U.S. dollars, except share data and per share data)

 

     Three months ended     Six months ended  
     June 30,     June 30,     June 30,     June 30,  
     2014     2013     2014     2013  

GAAP income from operations

     81,736        75,798        131,255        113,010   

Share-based compensation expense

     1,496        1,761        3,020        3,524   

Non-GAAP income from operations

     83,232        77,559        134,275        116,534   

GAAP net income

     68,201        55,403        109,723        83,847   

One-off tax benefit

     (4,657     —          (4,657     —     

Withholding tax related to dividends

     7,047        6,156        11,839        9,305   

Realized gain on available-for-sale security (includes $821 accumulated other comprehensive income reclassifications for unrealized net gains on available-for-sale security)

     —          (821     —          (821

Share-based compensation expense

     1,496        1,761        3,020        3,524   

Gain on bargain purchase

     —          —          —          (102

Non-GAAP net income

     72,087        62,499        119,925        95,753   

Net Income attributable to SouFun shareholders

     68,201        55,368        109,723        83,777   

One-off tax benefit

     (4,657     —          (4,657     —     

Withholding tax related to dividends

     7,047        6,156        11,839        9,305   

Realized gain on available-for-sale security (includes $821 accumulated other comprehensive income reclassifications for unrealized net gains on available-for-sale security)

     —          (821     —          (821

Share-based compensation expense

     1,496        1,761        3,020        3,524   

Gain on bargain purchase

     —          —          —          (102

Non-GAAP net Income attributable to SouFun Holdings Limited shareholders

     72,087        62,464        119,925        95,683   

GAAP earnings per share for Class A and Class B ordinary shares:

        

Basic

     0.83        0.71        1.34        1.07   

Diluted

     0.77        0.67        1.24        1.01   

GAAP earnings per ADS:

        

Basic

     0.17        0.14        0.27        0.21   

Diluted

     0.15        0.13        0.25        0.20   

Non-GAAP earnings per share for Class A and Class B ordinary shares:

        

Basic

     0.88        0.80        1.46        1.23   

Diluted

     0.78        0.75        1.29        1.15   

Non-GAAP earnings per ADS:

        

Basic

     0.18        0.16        0.29        0.25   

Diluted

     0.16        0.15        0.26        0.23   

Weighted average number of Class A and Class B ordinary shares outstanding:

        

Basic

     81,917,870        77,923,911        81,885,231        77,962,391   

Diluted

     92,506,249        83,124,647        92,927,800        83,266,708   

Weighted average number of ADSs outstanding:

        

Basic

     409,589,351        389,619,555        409,426,156        389,811,955   

Diluted

     462,531,244        415,623,235        464,639,001        416,333,540   

 

12


SouFun Holdings Limited

Reconciliation of Non-GAAP and Adjusted EBITDA

(in thousands of U.S. dollars)

 

     Three months ended     Six months ended  
     June 30,     June 30,     June 30,     June 30,  
     2014     2013     2014     2013  

Non-GAAP

        

Net income

     72,087        62,499        119,925        95,753   

Add back:

        

Interest expense

     4,085        3,218        9,179        6,555   

Income tax expenses

     21,511        18,591        31,920        27,075   

Depreciation expenses

     2,859        2,663        5,678        4,162   

Subtract:

        

Interest income

     (12,836     (6,315     (24,180     (11,993
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

     87,706        80,656        142,522        121,552   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

13