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 June 2012

Commission File Number: 001-34862

 

 

SOUFUN HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

 

 

8/F, T3 Xihuan Plaza, 1 Xizhimenwai Avenue, Xicheng District,

Beijing 100044, 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): ¨

 

 

 

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This Form 6-K sets forth our unaudited financial results as of and for the three months ended March 31, 2012 and a discussion of these results which we previously publicly released on May 15, 2012. We have also included, as required by Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) 220 Comprehensive Income effective for 2012, a table which sets forth net income, components of other comprehensive income, total other comprehensive income and total comprehensive income in one continuous statement rather than in the statement of shareholders’ equity or in the footnotes for our historical annual financial statements included in our annual report on Form 20-F for the year ended December 31, 2011.

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

This Form 6-K is being incorporated by reference into the our Registration Statement on Form F-3 (File No. 333-181407).

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Financial Results for First Quarter 2012

Revenues

For the first quarter of 2012, SouFun had total revenues of US$58.5 million, an increase of 43.4% compared to US$40.8 million for the same period of 2011. The increase primarily came from the New Home business line.

Revenue from marketing services was US$34.3 million for the first quarter of 2012, an increase of 21.5% compared to US$28.2 million for the same period of 2011.

Revenue from listing services was US$10.9 million for the first quarter of 2012, a decrease of 3.0% compared to US$11.3 million for the same period of 2011.

Revenue from e-commerce services was US$12.0 million for the first quarter of 2012, a substantial increase from US$0.10 million for the same period in 2011. The increase came mainly from Soufun card membership services.

Since 2012 we have changed the classification of revenue in our consolidated statements of comprehensive income by reclassifying revenue from SouFun card membership service from other value-added services to e-commerce service. We believe this reclassification provides better operating information and is in line with current development of our business.

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Revenue from other value-added services and products was US$1.3 million for the first quarter of 2012, an increase of 2.6% compared to US$1.2 million for the same period of 2011.

Cost of Revenue

Cost of revenue was US$16.5 million for the first quarter of 2012, an increase of 25.0% compared to US$13.2 million for the same period of last year. The increase is primarily due to the increased staff cost and business tax.

Operating Expenses

Operating expenses for the first quarter of 2012 were US$28.3 million, an increase of 30.6 % compared to US$21.7 million for the same period of 2011.

Selling expenses for the first quarter of 2012 were US$14.5 million, an increase of 18.6% from US$12.2 million for the same period of 2011, primarily due to increased staff cost.

General and administrative expenses for the first quarter of 2012 were US$13.8 million, an increase of 46.0% from US$9.5 million for the same period of 2011, primarily due to the increased staff cost, allowance for doubtful accounts.

Operating Income

Operating income for the first quarter of 2012 was US$13.7 million, an increase of 131.3% compared to US$5.9 million for the same period of 2011.

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Income Tax Expense

Income tax expense for the first quarter of 2012 was US$1.9 million, a slight decrease of 8.8% compared to US$2.1 million for the same period of 2011 . The decrease was primarily due to the fact that two PRC subsidiaries obtained the certificate for “Software Enterprise” in 2012 and began to enjoy tax holiday.

Net Income Attributable to SouFun Holdings Limited’s Shareholders

Net income attributable to SouFun Holdings Limited’s shareholders for the first quarter of 2012 was US$14.5 million, an increase of 152.9% from US$5.7 million for the same period of 2011.

Cash Flow

As of March 31, 2012, SouFun had cash, cash equivalents, and short-term investments (excluding the effect from available-for-sale securities) of US$140.4 million, compared to US$158.3 million as of December 31, 2011, the decrease was primarily due to the dividends paid to shareholders in the first quarter of 2012.

Cash flow from operating activities was US$28.0 million for the first quarter of 2012, compared to US$34.6 million for the same period of 2011. The decrease was primarily due to less advances from customers.

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SouFun Holdings Limited

Unaudited Condensed Consolidated Balance Sheets

( in U.S. dollars in thousands )

 

		March 31, 2012				December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents			114,934				150,414
Restricted cash, current			35,851				35,814
Short-term investments			26,063				8,592
Accounts receivable, net			29,359				27,697
Prepayment and other current assets			11,782				9,695
Loan receivable			12,691				26,143
Amounts due from related parties			1,397				1,595
Deferred tax assets, current			1,334				1,602
Total current assets			233,411				261,552
Non-current assets:
Property and equipment, net			67,322				68,064
Restricted cash, non-current portion			263,199				247,631
Deferred tax assets, non current			1,251				1,407
Deposit for non-current assets			13,107				—
Other non-current assets			1,687				1,717
Total non-current assets			346,566				318,819
Total assets			579,977				580,371
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term loans			270,570				255,570
Deferred revenue			83,000				73,620
Accrued expenses and other liabilities			61,047				52,490
Dividend payable			1,780				51,969
Income tax payable			13,810				16,158
Total current liabilities			430,207				449,807
Non-current liabilities:
Deferred tax liabilities, non-current			38,602				38,581
Total non-current liabilities			38,602				38,581
Total Liabilities			468,809				488,388
Shareholders’ equity:
Class A and Class B Ordinary shares (par value of HK$1 per share: 600,000,000 shares authorized; 78,150,568 (Class A-53,813,918 and Class B-24,336,650) with par value of US$10,032 (Class A-US$6,908 and Class B-US$3,124) and 78,840,890 (Class A-54,504,240 and Class B 24,336,650) with par value of US$10,121 (Class A-US$6,997 and Class B-US$3,124) shares issued and outstanding as of December 31, 2011 and March 31, 2012)			10,121				10,032
Additional paid-in capital			54,336				49,838
Accumulated other comprehensive income			21,992				21,853
Retained earnings			24,719				10,185
Total SouFun Holdings Limited shareholders’ equity			111,168				91,908
Noncontrolling interests			—				75
Total shareholders’ equity			111,168				91,983
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY			579,977				580,371

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SouFun Holdings Limited

Unaudited Condensed Consolidated Statements of Comprehensive Income

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

 

		For the three months ended
		March 31, 2012				March 31, 2011
Revenues:
Marketing services			34,252				28,190
Listing services			10,934				11,277
E-commerce services			12,045				95
Other value-added services			1,259				1,227
Total revenues			58,490				40,789
Cost of revenues:
Cost of services			(16,522	)			(13,218	)
Total cost of revenues			(16,522	)			(13,218	)
Gross Profit			41,968				27,571
Operating expenses:
Selling expenses			(14,458	)			(12,187	)
General and administrative expenses			(13,823	)			(9,466	)
Total operating expenses			(28,281	)			(21,653	)
Operating Income			13,687				5,918
Foreign exchange (loss) gain			(2	)			26
Interest income			4,427				1,377
Interest expenses			(2,093	)			(42	)
Realized gain—trading securities			—				55
Government grants			437				499
Other-than-temporary impairment on available-for-sale securities			(14	)			—
Income before income taxes and noncontrolling interests			16,442				7,833
Income tax expenses
Income tax expense			(1,908	)			(2,091	)
Net income			14,534				5,742
Net loss attributable to noncontrolling interests			—				(5	)
Net income attributable to SouFun Holdings Limited’s shareholders			14,534				5,747
Other comprehensive income, net of tax
Foreign currency translation adjustments			139				2,313
Other comprehensive income, net of tax			139				2,313
Comprehensive income			14,673				8,055
Comprehensive loss attributable to noncontrolling interests			—				(5	)
Comprehensive income attributable to SouFun Holdings Limited’s shareholders			14,673				8,060
Earnings per share for Class A and Class B ordinary shares:
Basic			0.19				0.08
Diluted			0.18				0.07
Weighted average number of Class A and Class B ordinary shares outstanding:
Basic			76,805,249				76,065,755
Diluted			81,068,135				82,768,286

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The following table sets forth the historical selected financial information for the Company. Effective January 1, 2012, the Company adopted the Financial Accounting Standards Board’s Accounting Standards Update (“ASU”) No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, as amended by ASU 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. These updates revise the manner in which entities present comprehensive income in their financial statements. The following selected financial information revises historical information to illustrate the new presentation required by this pronouncement for the periods presented.

SouFun Holdings Limited

Unaudited Consolidated Statements of Comprehensive Income

(in U.S. Dollars in thousands)

 

		For the Year Ended December 31,
		2009				2010				2011
Net income			52,610				63,148				101,597
Net (loss) income attributable to noncontrolling interests			(42	)			40				(28	)
Net income attributable to SouFun Holdings Limited shareholders			52,652				63,108				101,625
Other comprehensive income, net of tax
Foreign currency translation adjustments			88				5,344				10,839
Unrealized losses on available-for-sale-security			—				(721	)			—
Reclassification adjustment for loss included in net income			—				—				721
Other comprehensive income, net of tax			88				4,623				11,560
Comprehensive income			52,698				67,771				113,157
Comprehensive (loss) income attributable to noncontrolling interests			(42	)			40				(28	)
Comprehensive income attributable to SouFun Holdings Limited’s shareholders			52,740				67,731				113,185

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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.

 

Date: June 18, 2012