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 November 2013

Commission File Number: 001-34862

 

 

SOUFUN HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

 

 

F9M, Building 5, Zone E, Hanwei International Plaza, Fengmao South 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  þ            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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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 months ended September 30, 2013 and a discussion of these results, which we previously publicly released on November 7, 2013.

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).

Third Quarter 2013 Results

Revenues

SouFun reported total revenue of $185.0 million in the third quarter of 2013, representing an increase of 45.4% from the corresponding period in 2012, primarily driven by the growth in listing services and SouFun membership e-commerce services.

Revenue from marketing services was $86.5 million in the third quarter of 2013, an increase of 8.5% from $79.7 million in the corresponding period in 2012.

Revenue from e-commerce services was $49.7 million in the third quarter of 2013, a 94.2% increase from $25.6 million in the same period in 2012, primarily due to expansion of SouFun membership services in existing and new cities.

Revenue from listing services was $46.3 million in the third quarter of 2013, an increase of 128.0% from $20.3 million for the corresponding period in 2012, primarily due to increased paying agent subscribers.

Revenue from other value-added services was $2.6 million in the third quarter of 2013, an increase of 57.5% from $1.6 million in the corresponding period in 2012.

Cost of Revenue

Cost of revenue was $28.5 million in the third quarter of 2013, an increase of 37.0 % from $20.8 million in the corresponding period in 2012. The increase in cost of revenue was mainly driven by the increase in staff costs and taxes.

Gross margin was 84.6% in the third quarter of 2013, compared to 83.6% in the corresponding period in 2012.

Operating Expenses

Operating expenses were $46.2 million in the third quarter of 2013, an increase of 16.6% from $39.6 million for the corresponding period in 2012, reflecting effective cost control.

Selling expenses were $25.4 million in the third quarter of 2013, an increase of 23.1% from $20.6 million in the corresponding period in 2012, primarily due to increased staff cost.

General and administrative expenses were $20.7 million in the third quarter of 2013, an increase of 9.5% from $18.9 million in the corresponding period in 2012, primarily due to increased staff cost.

 

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Operating Income

Operating income was $110.6 million in the third quarter of 2013, an increase of 65.5% from $66.8 million in the corresponding period in 2012, driven by revenue growth and effective cost control.

Income Tax Expenses

Income tax expense was $14.2 million in the third quarter of 2013, a 29.2% decrease compared to $20.0 million for the corresponding period in 2012. The decrease was primarily due to a one-time benefit of $15.1 million resulting from certain subsidiaries being now subject to a lower dividend-related withholding tax rate.

Net Income and EPS

Net income attributable to SouFun’s shareholders was $102.7 million in the third quarter of 2013, a 108.9% increase from $49.2 million in the corresponding period in 2012. Fully diluted earnings per share were $1.22 in the third quarter of 2013, doubled from $0.61 in the corresponding period in 2012.

Cash

As of September 30, 2013, SouFun had cash, cash equivalents, and short-term investments (excluding the available-for-sale security) of $320.7 million, compared to $143.6 million as of December 31, 2012. Cash flow from operating activities was $126.3 million in the third quarter of 2013, a 123.7% increase from $56.4 million in the same period in 2012.

 

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SouFun Holdings Limited

Condensed Consolidated Balance Sheets

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

 

		Sep 30,				Dec 31,
		2013				2012
		(Unaudited)				(Audited)
ASSETS
Current assets:
Cash and cash equivalents			294,382				118,167
Restricted cash, current			216,623				—
Short-term investments			26,320				26,841
Accounts receivable, net			63,400				30,029
Funds receivable			55,659				7,600
Prepayment and other current assets			33,349				9,226
Deferred tax assets, current			2,977				2,734
Total current assets			692,710				194,597
Non-current assets:
Property and equipment, net			221,258				79,564
Restricted cash, non-current			292,525				391,416
Deferred tax assets, non-current			5,526				1,723
Deposit for non-current assets			—				8,750
Prepayment for BaoAn acquisition			—				111,367
Other non-current assets			11,503				13,744
Total non-current assets			530,812				606,564
Total assets			1,223,522				801,161
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term loans			270,670				270,670
Deferred revenue			129,910				65,871
Accrued expenses and other liabilities			121,368				89,306
Customers’ refundable fees			79,288				18,449
Income tax payable			33,766				23,659
Amounts due to a related party			338				—
Total current liabilities			635,340				467,955
Non-current liabilities:
Long-term loans			180,750				80,750
Deferred tax liabilities, non-current			86,167				64,947
Other non-current liabilities			475				—
Total non-current liabilities			267,392				145,697
Total Liabilities			902,732				613,652
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 57,196,844 shares and 56,013,735 shares issued and outstanding as at September 30, 2013 and December 31, 2012, respectively			7,344				7,192
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 September 30, 2013 and December 31, 2012 , respectively			3,124				3,124
Additional paid-in capital			84,748				69,637
Accumulated other comprehensive income			36,437				23,974
Retained earnings			188,423				82,952
Total SouFun shareholders’ equity			320,076				186,879
Noncontrolling interests			714				630
Total equity			320,790				187,509
TOTAL LIABILITIES AND EQUITY			1,223,522				801,161

 

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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
		September 30, 2013				September 30, 2012
Revenues:
Marketing services			86,485				79,717
E-commerce services			49,694				25,590
Listing services			46,311				20,312
Other value-added services			2,558				1,624
Total revenues			185,048				127,243
Cost of revenues:
Cost of services			(28,532	)			(20,819	)
Total cost of revenues			(28,532	)			(20,819	)
Gross Profit			156,516				106,424
Operating expenses and income:
Selling expenses			(25,415	)			(20,647	)
General and administrative expenses			(20,739	)			(18,938	)
Other income			274				—
Operating Income			110,636				66,839
Foreign exchange gain			—				23
Interest income			7,532				4,995
Interest expense			(3,632	)			(2,826	)
Government grants			2,391				181
Income before income taxes and noncontrolling interests			116,927				69,212
Income tax expenses
Income tax expenses			(14,186	)			(20,042	)
Net income			102,741				49,170
Net income attributable to noncontrolling interests			1				—
Net income attributable to SouFun Holdings Limited’s shareholders			102,740				49,170
Other comprehensive income, net of tax
Foreign currency translation			3,524				(842	)
Unrealized gain on available-for-sale security			—				200
Other comprehensive income, net of tax			3,524				(642	)
Comprehensive income			106,265				48,528
Comprehensive income attributable to noncontrolling interests			1				—
Comprehensive income attributable to SouFun Holdings Limited’s shareholders			106,264				48,528
Basic			1.31				0.64
Diluted			1.22				0.61
Weighted average number of Class A and Class B ordinary shares outstanding:
Basic			78,217,258				76,906,873
Diluted			84,240,621				80,532,484

 

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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: November 22, 2013

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Exhibit Index

Exhibit 99.1 — Press Release