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 May 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):  ¨

 

 

 

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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 March 31, 2014 and a discussion of these results, which we previously publicly released on May 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).

First Quarter 2014 Results

Revenues

SouFun reported total revenue of $121.2 million in the first quarter of 2014, representing an increase of 33.2% from the corresponding period in 2013, primarily driven by the growth in listing services and marketing services.

Revenue from marketing services was $47.0 million in the first quarter of 2014, an increase of 31.2% from $35.8 million in the corresponding period in 2013, primarily due to more overall advertising spending by developers during the quarter.

Revenue from e-commerce services was $29.4 million in the first quarter of 2014, an 11.6% increase from $26.4 million in the same period in 2013.

Revenue from listing services was $42.1 million in the first quarter of 2014, an increase of 57.1% from $26.8 million for the corresponding period in 2013, primarily due to increased paying agent subscribers.

Revenue from other value-added services was $2.7 million in the first quarter of 2014, an increase of 32.3% from $2.0 million in the corresponding period in 2013.

Cost of Revenue

Cost of revenue was $24.9 million in the first quarter of 2014, an increase of 24.3% from $20.0 million in the corresponding period in 2013. The increase in cost of revenue was mainly driven by the increase in taxes and surcharges and staff cost.

Gross margin was 79.5% in the first quarter of 2014, compared to 78.0% in the corresponding period in 2013.

Operating Expenses

Operating expenses were $46.9 million in the first quarter of 2014, an increase of 38.6% from $33.8 million for the corresponding period in 2013.

Selling expenses were $27.5 million in the first quarter of 2014, an increase of 47.0% from $18.7 million in the corresponding period in 2013, primarily due to increased staff cost and advertising and promotional expenses.

General and administrative expenses were $19.3 million in the first quarter of 2014, an increase of 28.3% from $15.1 million in the corresponding period in 2013, primarily due to increased staff cost.

 

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Operating Income

Operating income was $49.5 million in the first quarter of 2014, an increase of 33.1% from $37.2 million in the corresponding period in 2013.

Income Tax Expenses

Income tax expense was $15.2 million in the first quarter of 2014, a 30.7% increase compared to $11.6 million for the corresponding period in 2013, which was due to the increase in income before taxes, partially offset by certain subsidiaries being subject to a lower dividend-related withholding tax rate compared to the corresponding period in 2013.

Net Income and EPS

Net income attributable to SouFun’s shareholders was $41.5 million in the first quarter of 2014, a 46.2% increase from $28.4 million in the corresponding period in 2013. Fully diluted earnings per ADS were $0.10 in the first quarter of 2014, an increase of 42.9% from $0.07 in the corresponding period in 2013.

Cash

As of March 31, 2014, SouFun had cash, cash equivalents, and short-term investments of $943.7 million, compared to $591.1 million as of December 31, 2013. Cash flow from operating activities was $118.2 million in the first quarter of 2014, a 97.7% increase from $59.8 million in the same period in 2013.

 

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SouFun Holdings Limited

Condensed Consolidated Balance Sheet

(in U.S. dollars in thousands)

 

		March 31, 2014				December 31, 2013
		(Unaudited)				(Audited)
ASSETS
Current assets:
Cash and cash equivalents			287,613				581,010
Restricted cash, current			—				255,917
Short-term investments			656,069				10,138
Accounts receivable, net			46,098				44,541
Funds receivable			12,600				37,124
Prepayment and other current assets			21,054				31,758
Deferred tax assets, current			3,220				3,165
Total current assets			1,026,654				963,653
Non-current assets:
Property and equipment, net			218,466				221,442
Restricted cash, non-current			206,367				257,499
Deferred tax assets, non current			1,641				1,728
Deposit for non-current assets			37,797				38,140
Long-term investments			33,159				—
Other non-current assets			23,894				22,627
Total non-current assets			521,324				541,436
Total assets			1,547,978				1,505,089
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term loans			—				90,000
Deferred revenue			138,631				115,043
Accrued expenses and other liabilities			141,012				143,292
Income tax payable			52,815				43,688
Customers’ refundable fees			64,545				53,066
Amounts due to a related party			687				537
Total current liabilities			397,690				445,626
Non-current liabilities:
Long-term loans			180,750				180,750
Convertible senior notes			400,000				350,000
Deferred tax liabilities, non-current			89,035				84,767
Other non-current liabilities			475				479
Total non-current liabilities			670,260				615,996
Total Liabilities			1,067,950				1,061,622
Shareholders’ 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 57,568,424 shares and 57,440,895 shares issued and outstanding as at March 31, 2014 and December 31, 2013, respectively			7,392				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 March 31, 2014 and December 31, 2013 , respectively			3,124				3,124
Additional paid-in capital			91,928				89,071
Accumulated other comprehensive income			35,547				43,381
Retained earnings			342,037				300,515
Total SouFun Holdings Limited shareholders’ equity			480,028				443,467
Noncontrolling interests			—				—
Total shareholders’ equity			480,028				443,467
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			1,547,978				1,505,089

 

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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
		March 31, 2014 (Unaudited)				March 31, 2013 (Unaudited)
Revenues:
Marketing services			46,983				35,813
E-commerce services			29,415				26,363
Listing services			42,145				26,834
Other value-added services			2,678				2,024
Total revenues			121,221				91,034
Cost of Revenues:
Cost of services			(24,905	)			(20,030	)
Total Cost of Revenues			(24,905	)			(20,030	)
Gross Profit			96,316				71,004
Operating expenses and income:
Selling expenses			(27,534	)			(18,732	)
General and administrative expenses			(19,316	)			(15,060	)
Other income			53				—
Operating Income			49,519				37,212
Foreign exchange loss			(12	)			—
Interest income			11,344				5,678
Interest expense			(5,094	)			(3,337	)
Government grants			966				422
Gain on bargain purchase			—				102
Income before income taxes and noncontrolling interests			56,723				40,077
Income tax expenses
Income tax expense			(15,201	)			(11,633	)
Net income			41,522				28,444
Net income attributable to noncontrolling interests			—				35
Net income attributable to SouFun Holdings Limited shareholders			41,522				28,409
Other comprehensive income, net of tax
Foreign currency translation adjustments			(7,834	)			1,368
Unrealized gain on available-for-sale security			—				78
Total other comprehensive income, net of tax			(7,834	)			1,446
Comprehensive income			33,688				29,890
Earnings per share for Class A and Class B ordinary shares
Basic			0.51				0.36
Diluted			0.48				0.34
Earnings per ADS
Basic			0.10				0.07
Diluted			0.10				0.07
Weighted average number of Class A and Class B ordinary shares outstanding:
Basic			81,852,230				77,898,531
Diluted			92,606,216				83,308,983
Weighted average number of ADSs outstanding:
Basic			409,261,150				389,492,655
Diluted			463,031,080				416,544,915

 

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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: May 30, 2014

 

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Exhibit Index

Exhibit 99.1 — Press Release

 

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