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

of the Securities Exchange Act of 1934

 

FOR THE MONTH OF NOVEMBER 2013

COMMISSION FILE NUMBER: 001-33863

 

XINYUAN REAL ESTATE CO., LTD.

 

27/F, China Central Place, Tower II
79 Jianguo Road, Chaoyang District
Beijing 100025
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 o

 

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): o

 

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): o

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes o                        No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________.

 

 
 

 

This Form 6-K is hereby incorporated by reference into the registration statements of Xinyuan Real Estate Co., Ltd. (“Xinyuan” or the “Company”) on Form S-8 (Registration Number 333-152637) and on Form F-3 (Registration Number 333-192046) and any outstanding prospectus, offering circular or similar document issued or authorized by the Company that incorporates by reference any of the Company’s reports on Form 6-K that are incorporated into its registration statements filed with the Securities and Exchange Commission, and this Form 6-K shall be deemed a part of each such document from the date on which this Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

 

 

TABLE OF CONTENTS

 

  Page
Signature 2
Exhibit Index 3
Exhibit 99.1     Earnings Release of Xinyuan Real Estate Co., Ltd., dated November 8, 2013  

 

1
 

 

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.

 

       
  Xinyuan Real Estate Co., Ltd.
   
     
  By:

/s/ Kevin Wei

  Name:   Kevin Wei
Date: November 8, 2013 Title:   Chief Financial Officer
         

 

2
 

 

EXHIBIT INDEX

 

Exhibit Number   Description
     
99.1   Earnings Release of Xinyuan Real Estate Co., Ltd., dated November 8, 2013
     

 

3

 

 

 

 

 

 

Xinyuan Real Estate Co., Ltd. Announces UNAUDITED THIRD Quarter 2013 FINANCIAL RESULTS

 

-- 3Q13 Contract Sales Exceeds Previous Guidance by 16.0%--

--3Q13 Revenue Exceeds Previous Guidance by 12.0%--

--Raising 2013 Revenue, Contract Sales and Net Income Guidance Forecast--

 

BEIJING, China, November 8, 2013 – Xinyuan Real Estate Co., Ltd. (“Xinyuan” or “the Company”) (NYSE: XIN), a residential real estate developer with a primary focus on high growth cities in China, today announced its unaudited financial results for the third quarter of 2013.

 

Highlights for the Third Quarter 2013

 

·Total third quarter revenues were US$240.7 million, a 21.3% increase from US$198.5 million recorded in the second quarter of 2013 and a 6.5% increase from US$226.1 million reported in the third quarter of 2012. Third quarter revenue exceeded the previous guidance of US$215.0 million by 12.0%.

 

·Contract sales totaled US$243.7million, a 24.3% increase from US$196.0 million recorded in the second quarter of 2013 and a 6.0% increase from US$229.8 million recorded in the third quarter of 2012. Third quarter contract sales exceeded previous guidance of US$210.0 million by 16.0%.

 

·Total gross floor area (“GFA”) sales were 151,900 square meters, a 3.2% increase from 147,200 square meters sold in the second quarter of 2013, and an 11.0% decrease from 170,700 square meters sold in the third quarter of 2012.

 

·Selling, General, and Administrative (“SG&A”) expenses as a percent of total revenue totaled 9.6% compared to 7.4% in the second quarter of 2013 and 6.6% in the third quarter of 2012.

 

·Net income was US$28.7 million, a 27.2% decrease from US$39.4 million in the second quarter of 2013 and a 10.0% decrease from US$31.9million reported in the third quarter of 2012.

 

·Diluted net earnings per American Depositary Share (“ADS”) attributable to shareholders were US$0.39, compared to diluted net earnings per ADS of US$0.54 in the second quarter of 2013 and US$0.44 per ADS in the third quarter of 2012.

 

1
 

 

·Cash and cash equivalents, including restricted cash, decreased by US$78.7 million from US$874.7 million as of June 30, 2013 to US$796.0 million as of September 30, 2013. Short and long term debt increased by US$4.9 million from US$510.7 million as of June 30, 2013 to US$515.6 million as of September 30, 2013.

 

·Book value was US$11.55 per ADS, as of September 30, 2013.

 

·The Board of Directors of the Company has approved the payment of a quarterly dividend of US$0.05 per ADS payable on November 29, 2013 to shareholders of record as of November 18, 2013.

 

Mr. Yong Zhang, Xinyuan's Chairman said, “The third quarter was exceptionally strong for Xinyuan as we exceeded our quarterly revenue and contract sales forecasts and came in at the high end of our range for our net income forecast. These results were driven by solid operational execution within our existing development projects, including two new projects launched in the third quarter, and aided by a robust housing market in the cities in which we operate.”

 

“The past few months have been an eventful period for Xinyuan. We’ve created a strong future revenue pipeline by adding five new projects to our development portfolio in the last two months alone. We also strengthened our management team through the addition of industry veterans Xinqi Wang as CEO and Kevin Wei as CFO. These talented and highly experienced executives will contribute significantly to Xinyuan’s operational and financial performance and help realize our full growth potential.”

 

“During the third quarter, we received an investment of US$108.6 million from TPG, one of the world’s leading private investment firms in the form of common equity and convertible debt. These investment proceeds will assist us in expanding our land portfolio and developing our internal infrastructure and operational capabilities to drive future growth. We look forward to a fruitful long term relationship with our new investor TPG”

 

“Our Board recently approved the third quarterly cash dividend payment for 2013 of $0.05 per ADS. As we go forward, we are excited by our expansion opportunities and continue to focus on increasing our growth and profit opportunities for our shareholders.”

 

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Financial Results for the Third Quarter 2013

 

Contract Sales

 

Contract sales totaled US$243.7 million in the third quarter compared to US$196.0 million in the second quarter of 2013 and US$229.8 million in the third quarter of 2012. The Company’s GFA sales were 151,900 square meters in the third quarter of 2013 versus 147,200 square meters in the second quarter of 2013 and 170,700 square meters in the third quarter of 2012. The average selling price ("ASP") per square meter sold was RMB9,976 (US$1,604)in the third quarter of 2013 versus RMB8,312 (US$1,332) in the second quarter of 2013 and RMB8,505 (US$1,346) in the third quarter of 2012.

 

Two new projects became available for sale in the third quarter of 2013, namely Suzhou XIN City with 127,000 square meters and Zhengzhou XIN City with 186,000 square meters. Sales were brisk for both projects and they contributed approximately 40.1% of XIN’s GFA sales in the quarter.

 

Breakdown of GFA Sales and ASP’s by Project

               
  Q3 2012 Q2 2013 Q3 2013 Unsold
  GFA ASP GFA ASP GFA ASP GFA
Project (m2 000) (Rmb) (m2 000) (Rmb) (m2 000) (Rmb) (m2 000)
Zhengzhou Royal Palace 19.6 10,303 18.6 9,269 12.9 10,767 1.9
Zhengzhou Century East A  - -  27.2 10,451 13.7 10,708 4.5
Zhengzhou Century East B 30.8 8,355 3.9 15,030 7.9 14,058 3.2
Zhengzhou Xin City -  -  -  -  31.6 9,587 154.3
Kunshan Intl City Garden 41.7 7,851 3.8 9,378 4.5 11,419 12.3
Suzhou Xin City -  -   -  - 29.3 8,160 97.2
Jinan Xinyuan Splendid 43.6 7,956 91.0 7,062 48.5 10,021 159.7
Others 35.0 -  2.7 -  3.5 -  7.1
  Total 170.7 8,505 147.2 8,312 151.9 9,976 440.2

 

Revenue

 

In the third quarter of 2013, the Company’s total revenue was US$240.7 million compared to US$198.5 million in the second quarter of 2013 and US$226.1 million in the third quarter of 2012.

 

Gross Profit

 

Gross profit for the third quarter of 2013 was US$78.5 million, or 32.6% of revenue, compared to a gross profit of US$69.9 million, or 35.2% of revenue, in the second quarter of 2013 and a gross profit of US$65.5 million, or 29.0% of revenue, in the third quarter of 2012.

 

The decrease of gross profit as a percentage of revenue compared to last quarter was largely due to favorable project completion settlements in the previous quarter that resulted in lower costs.

 

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Selling, General and Administrative Expenses

 

SG&A expenses were US$23.0 million for the third quarter of 2013 compared to US$14.7 million for the second quarter of 2013 and US$14.9 million for the third quarter of 2012. As a percentage of total revenue, SG&A expenses were 9.6% compared to 7.4% in the second quarter of 2013 and 6.6% in the third quarter of 2012. The increase of SG&A expenses as a percentage of revenue compared to previous quarter was due to more employee hiring, performance and retention bonuses and higher promotional spending on our two new project launches.

 

Net Income

 

Net income for the third quarter of 2013 was US$28.7 million compared to US$39.4 million for the second quarter of 2013 and US$31.9 million for the same period in 2012. Net margin was 11.9%, compared to 19.8% in the second quarter of 2013 and 14.1% in the third quarter of 2012. Diluted earnings per ADS were US$0.39, compared to US$0.54 per ADS in the second quarter of 2013 and to US$0.44 per ADS in the same period in 2012.

 

Balance Sheet

 

As of September 30, 2013, the Company reported US$796.0 million in cash and cash equivalents (including restricted cash) compared to US$874.7 million as of June 30, 2013 as a result of substantial land purchases made in the quarter, which offset the net proceeds of the TPG investment transaction. Total debt outstanding was US$515.6 million, an increase of US$4.9 million compared to US$510.7 million at the end of the second quarter of 2013. The balance of the Company’s real estate property under development at the end of the third quarter was US$534.7 million compared to US$605.7 million at the end of the second quarter of 2013.

 

Project Status

 

Below is a summary table of projects that were active and available for sale in the third quarter of 2013.

 

  GFA Contract Sales Project Cost % Complete
(m2 000) (US$ millions)
Project Total Active Projects Sold to date Total Active Projects Sales to date % Sold
   
Zhengzhou Royal Palace 132.2 130.3 236.6 228.6 96.6% 84.0%
Zhengzhou Century East A 77.3 72.8 124.7 115.9 92.9% 88.0%
Zhengzhou Century East B 166.5 163.3 242.3 235.5 97.2% 94.6%
Kunshan Intl City Garden 497.9 485.6 602.3 580.9 96.5% 99.9%
Jinan Xinyuan Splendid 565.2 405.5 773.4 545.2 70.5% 78.9%
Suzhou Xin City 126.5 29.3 170.8 38.5 22.5% 15.5%
Zhengzhou Xin City 185.9 31.6 306.6 48.7 15.9% 12.3%
Others remaining GFA 7.1          
  Total active projects 1,758.6 1,318.4 2,456.7 1,793.3 73.0% 82.4%

 

4
 

 

As of September 30, 2013, the Company’s total sellable GFA was approximately 1,581,100 square meters for active projects and pre-revenue stage projects. Below is a summary of all our planning stage projects:

 

  Unsold GFA Pre sales
Scheduled
(m2 000)
 Xuzhou Colorful City 117.5 Q4 2013
Beijing Xindo Park 117.7 Q4 2013
Newly Acquired Kushan Land 284.0  Q4 2013 
Newly Acquired Erqi Land 293.4  Q2 2014 
Newly Acquired Suzhou Land 171.9  Q2 2014 
Newly Acquired Xingyang Land 119.3   
Newly Acquired New York Land 37.1   
Total projects under planning 1,140.9   
Total active projects 440.2  
Total all Xinyuan projects 1,581.1   

 

Fourth Quarter and Full Year 2013 Outlook

 

The Company expects fourth quarter contract sales to reach approximately US$310 to US$320 million. Fourth quarter revenue is expected to total US$255 to US$265 million while net income is projected at US$20 to US$30 million.

 

With the addition of several new projects to the Company’s active project list during the fourth quarter, the Company has raised its full year 2013 financial forecast.

 

Contract sales for the full year 2013 are now expected to reach US$930 to US$940 million. Revenue under the percentage of completion method is expected to reach US$860 to US$870 million, while net income is expected to exceed US$115 million for the year.

5
 

Conference Call Information

 

Xinyuan’s management will host an earnings conference call at 7:30 am ET on November 8, 2013 to discuss third quarter 2013 results. Listeners may access the call by dialing 1-719-325-2308. A webcast will also be available through the Company's investor relations website at http://www.xyre.com. A replay of the call will be available through November 15, 2013 by dialing 1-858-384-5517, access code: 9179858.

 

About Xinyuan Real Estate Co., Ltd.

 

Xinyuan Real Estate Co., Ltd. ("Xinyuan") (NYSE: XIN) is a developer of large scale, high quality residential real estate projects aimed at providing middle-income consumers with a comfortable and convenient community lifestyle. In China, Xinyuan primarily focuses its development projects in Tier II cities, including Hefei, Jinan, Kunshan, Suzhou, Zhengzhou, Xuzhou and Chengdu. The Company’s U.S. development arm, XIN Development Group International, Inc. ("XIN") is a pioneer amongst Chinese real estate residential developers, entering the US market in 2012. Xinyuan is the first real estate developer from China to be listed on the New York Stock Exchange. For more information, please visit http://www.xyre.com.

 

Forward Looking Statements

 

Certain statements in this press release constitute "forward-looking statements". These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Statements that are not historical statements are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including, but not limited to, our ability to continue to implement our business model successfully; our ability to secure adequate financing for our project development; our ability to successfully sell or complete our property projects under construction and planning; our ability to enter into new geographic markets and expand our operations; the marketing and sales ability of our third-party sales agents; the performance of our third-party contractors; the impact of laws, regulations and policies relating to real estate developers and the real estate industry in China and, to the extent we expand operations into other countries, such as the U.S., the laws, regulations and policies of such countries; our ability to obtain permits and licenses to carry on our business in compliance with applicable laws and regulations; competition from other real estate developers; the growth of the real estate industry in China, particularly Tier II and Tier III cities, and in our targeted areas in the U.S.; fluctuations in general economic and business conditions in China, and, to the extent we expand operation into other countries, such as the U.S., the general economic and business conditions in such countries; and other risks outlined in our public filings with the Securities and Exchange Commission, including our annual report on Form 20-F for the year ended December 31, 2012. Except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statement is made.

 

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Notes to Unaudited Financial Information

 

This release contains unaudited financial information which is subject to year-end audit adjustments. Adjustments to the financial statements may be identified when the audit work is completed, which could result in significant differences between our audited financial statements and this unaudited financial information.

 

For more information, please contact:

 

In China:

Mr. Kevin Wei

Chief Financial Officer

Tel: +86-10-8588-9278

 

Ms. Helen Zhang

Financial Controller

Tel: +86-10-8588-9255

Email: irmanager@xyre.com

 

ICR, LLC

In U.S.: +1-646-308-1472

In China: +86-10-6583-7511

Email: William.zima@icrinc.com

 

7
 

 

XINYUAN REAL ESTATE CO., LTD. AND ITS SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(All US$ amounts and number of shares data in thousands, except per share data)

 

   Three months ended 
   September 30,   June 30,   September 30, 
   2013   2013   2012 
   (unaudited)   (unaudited)   (unaudited) 
             
Total revenue   240,665    198,484    226,062 
                
Total cost of revenue   (162,152)   (128,598)   (160,576)
Gross profit   78,513    69,886    65,486 
                
Selling and distribution expenses   (5,633)   (2,860)   (5,220)
General and administrative expenses   (17,397)   (11,877)   (9,667)
                
Operating income   55,483    55,149    50,599 
                
Interest income   4,085    2,877    2,827 
Interest expense   (5,608)   (4,844)   - 
                
Income from operations before income taxes   53,960    53,182    53,426 
                
Income taxes   (25,212)   (13,820)   (21,498)
                
Net income   28,748    39,362    31,928 
                
Net income attributable to Xinyuan Real Estate Co., Ltd. shareholders   28,748    39,362    31,928 
                
Earnings per ADS:               
Basic   0.40    0.55    0.44 
Diluted   0.39    0.54    0.44 
ADS used in computation:               
Basic   71,360    71,256    71,839 
Diluted   73,480    72,242    72,076 

 

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XINYUAN REAL ESTATE CO., LTD. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(All US$ amounts and number of shares data in thousands, except per share data)

 

   Nine months ended     
         
   September 30,   September 30, 
   2013   2012 
   (unaudited)   (unaudited) 
Revenue   608,578    651,705 
           
Cost of revenue   (404,512)   (459,502)
Gross profit   204,066    192,203 
           
Selling expenses   (11,281)   (13,517)
General and administrative expenses   (38,848)   (29,134)
           
Operating income   153,937    149,552 
           
Interest income   8,596    6,078 
Interest expense   (10,450)   - 
           
Income from operations before income taxes   152,083    155,630 
           
Income taxes   (57,357)   (31,091)
           
Net income   94,726    124,539 
Less: net income attributable to non-controlling interest   -    1,110 
           
Net income attributable to shareholders   94,726    123,429 
           
Earnings per ADS:          
Basic   1.33    1.70 
Diluted   1.31    1.70 
ADS used in computation:          
Basic   71,266    72,521 
Diluted   72,344    72,750 

 

9
 

 

XINYUAN REAL ESTATE CO., LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(All US$ amounts and number of shares data in thousands)

 

   September 30,   June 30,   December 31, 
   2013   2013   2012 
   (unaudited)   (unaudited)   (audited) 
ASSETS               
Current assets               
Cash and cash equivalents   562,019    635,800    496,205 
Restricted cash   233,951    238,926    145,730 
Accounts receivable   17,297    2,312    3,076 
Other receivables   16,619    11,445    27,413 
Other deposits and prepayments   404,389    231,289    105,427 
Advances to suppliers   25,041    18,597    11,028 
Real estate property held for sale   5,394    6,498    11,191 
Real estate property development completed   34,214    4,780    3,158 
Real estate property under development   534,688    605,673    722,819 
Other current assets   198    -    295 
                
Total current assets   1,833,810    1,755,320    1,526,342 
                
Real estate properties held for lease, net   53,443    16,360    23,204 
Property and equipment, net   45,560    1,850    1,576 
Restricted deposit   11,418    11,362    11,169 
Other long-term investment   249    247    242 
Deferred tax asset   1,404    1,242    1,599 
Deferred charges   4,878    4,834    - 
Other assets   2,260    2,013    2,249 
                
TOTAL ASSETS   1,953,022    1,793,228    1,566,381 

 

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XINYUAN REAL ESTATE CO., LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(All US$ amounts and number of shares data in thousands)

 

   September  30,   June 30,   December 31, 
   2013   2013   2012 
   (unaudited)   (unaudited)   (audited) 
LIABILITIES AND SHAREHOLDERS’ EQUITY               
Current liabilities               
Accounts payable   184,763    171,677    241,894 
Short-term bank loans and other debt   80,223    129,198    113,066 
Customer deposits   92,578    78,636    50,201 
Income tax payable   77,502    68,972    75,877 
Deferred tax liabilities   40,857    33,029    13,612 
Other payables and accrued liabilities   68,100    57,978    64,721 
Payroll and welfare payable   7,872    7,500    9,663 
Current portion of long-term bank loans and other debt   100,846    2,723    2,723 
Current maturities of capital lease obligations   2,723    -    - 
                
Total current liabilities   655,464    644,907    735,116 
                
Non- current liabilities               
Long-term bank loans   58,796    83,554    35,000 
Other long term debt   275,761    200,000    - 
Deferred tax liabilities   8,253    6,733    5,885 
Unrecognized tax benefits   9,105    7,279    8,842 
Capital lease obligations, net of current  maturities   28,619    -    - 
TOTAL LIABILITIES   1,035,998    942,473    784,843 
                
Shareholders’ equity               
Common shares   15    15    15 
Treasury shares   (3,086)   (19,434)   (13,667)
Additional paid-in capital   533,647    513,904    511,964 
Statutory reserves   49,622    49,622    49,622 
Retained earnings   336,826    306,648    233,604 
TOTAL EQUITY   917,024    850,755    781,538 
                
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY   1,953,022    1,793,228    1,566,381 

 

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