Unassociated Document
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 2011
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-________.

 
 

 
 
TABLE OF CONTENTS
 
 
Page
Incorporation by Reference
2
Signature
3
Exhibit 99.1 Press Release of the Company, dated November 10, 2011, announcing third quarter results
 
 
 
INCORPORATION BY REFERENCE
 
This 6-K Report is hereby incorporated by reference into (1) the registration statement of Xinyuan Real Estate Co., Ltd. (the “Company”) on Form F-3 (Registration Number 333-160518) and into the prospectus related thereto, (2) the registration statement of the Company on Form F-3 (Registration Number 333-166389) and into the prospectus related thereto, (3) the registration statement of the Company on Form S-8 (Registration Number 333-152637), and (4) any outstanding prospectus, offering circular or similar document issued or authorized by the Company that incorporates by reference any of Company’s reports on Form 6-K that are incorporated into its registration statements filed with the Securities and Exchange Commission, and this 6-K Report shall be deemed a part of each such document from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as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.
 
 
2

 
 
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/ Thomas Gurnee  
 
Name:  
Thomas Gurnee
 
 
Title:
Chief Financial Officer
 
 
Date: November 10, 2011
 
 
3

 
Unassociated Document
XINYUAN REAL ESTATE CO., LTD. ANNOUNCES THIRD QUARTER 2011 FINANCIAL RESULTS

BEIJING, China, November 10, 2011 – Xinyuan Real Estate Co., Ltd. (“Xinyuan” or “the Company”) (NYSE: XIN), a residential real estate developer with a focus on high growth, strategic Tier II cities in China, today announced its unaudited financial results for the third quarter of 2011.
 
Highlights for the Third Quarter 2011
 
·
Total third quarter revenues were US$213.3 million, a 98.2% increase from US$107.6 million reported in the third quarter of 2010, and 16.7% increase from US$182.7 million recorded in the second quarter of 2011.
 
 
·
Contract sales totaled US$257.1 million, a 70.3% increase from US$151.0 million recorded in the third quarter of 2010, and 14.1% increase from the US$225.3 million recorded in the second quarter of 2011.
 
 
·
Total gross floor area (“GFA”) sales were 188,700 square meters, a 37.2% increase from 137,500 square meters sold in the third quarter of 2010 and 2.9% increase from 183,400 square meters sold in the second quarter of 2011.
 
 
·
Selling, General, and Administrative (“SG&A”) expenses as a percent of total revenue was 6.7% compared to 6.9% in the third quarter of 2010 and 5.6% in the second quarter of 2011.
 
 
·
Net income was US$31.2 million, a 290.0% increase from US$8.0 million reported in the third quarter of 2010 and a 1.9% decrease from US$31.8 million in the second quarter of 2011.
 
 
·
Diluted net earnings per share attributable to ordinary shareholders were US$0.21, equivalent to US$0.42 per American Depositary Share (“ADS”), compared to diluted net earnings per share of US$0.05, equivalent to US$0.10 per ADS, in the third quarter of 2010 and US$0.20, equivalent to US$0.40 per ADS, in the second quarter of 2011.
 
 
·
Cash and cash equivalents, including restricted cash, increased by US$118.2 million to US$525.1 million as of September 30, 2011 from US$406.9 million as of June 30, 2011. Short and long term debt decreased by US$14.5 million to US$303.5 million compared to US$318.0 million as of as of June 30, 2011.
 
 
 

 
 
 
 
·
Zhengzhou Royal Palace, a 134,000 square meter development project, was launched in September 2011.
 
 
·
On May 26, 2011, the Company announced a share repurchase program of up to US$10 million.  As of September 30, 2011, Xinyuan has repurchased 2,391,500 ADS’s at a total cost of US$5.4 million.
 
Mr. Yong Zhang, Xinyuan’s Chairman and Chief Executive Officer said, “We are pleased with another quarter of solid financial results as contract sales and revenue growth increased significantly on a sequential basis as well as over the prior year third quarter period.  Average selling prices increased over 10% in the third quarter from the 2011 second quarter and up over 18% compared to the 2010 third quarter.
 
As planned, we successfully launched one new project in the third quarter, Zhengzhou Royal Palace, which contributed approximately 10% of our total contract sales. Eleven development projects were active in the third quarter with total sellable GFA of approximately 1.2 million square meters. At quarter end we had one project in the planning stage, Zhengzhou Century East A, which is expected to commence pre-sales in the first quarter of 2012.  We remain committed to maximizing shareholder value and we have continued to repurchase ADS’s on the open market. 1.8 million ADS’s were repurchased in the third quarter at a cost of US$4.2 million.
 
Xinyuan has made meaningful progress in a tough market environment with our effective sales and marketing strategies including increased sales agent commissions and selective implementation of seller-financed contracts with non-local-resident buyers. We expect that our diversified project pipeline and our strong balance sheet can provide continued revenue and profit growth and will enable us to acquire additional land parcels in the months ahead. ”

Financial Results for the Third Quarter 2011

Contract Sales
 
Contract sales totaled US$257.1 million in the third quarter compared to US$151.0 million in the third quarter of 2010 and US$225.3 million in the second quarter of 2011. The Company’s GFA sales were 188,700 square meters in the third quarter of 2011 versus 137,500 square meters in the third quarter of 2010 and 183,400 square meters in the second quarter of 2011. The average selling price per square meter sold was RMB8,857 (US$1,362) in the third quarter of 2011 versus RMB7,480 (US$1,099) in the third quarter of 2010 and RMB8,034 (US$1,228) in the second quarter of 2011. The increased average selling prices was mainly driven by the launch of Zhengzhou Royal Palace, a premium property in an attractive location near downtown Zhengzhou.
 
 
 

 
 
Breakdown of GFA Sales and ASP’s by Project

 
Q3 2010
Q2 2011
Q3 2011
Unsold
 
GFA
ASP
GFA
ASP
GFA
ASP
GFA
Project
(m2 000)
(Rmb)
(m2 000)
(Rmb)
(m2 000)
(Rmb)
(m2 000)
Chengdu Splendid I
8.6
4,788
8.9
5,474
7.6
5,674
24.9
Chengdu Splendid II
15.9
6,184
14.2
6,988
21.0
6,916
68.2
Zhengzhou Colorful Garden
11.1
7,929
1.6
14,739
1.0
13,798
3.9
Zhengzhou Modern City
58.0
7,216
13.6
8,738
17.4
8,808
78.4
Zhengzhou Royal Palace
-
-
-
-
12.1
14,388
122.2
Zhengzhou Century East B
-
-
10.0
8,664
25.7
8,705
130.8
Kunshan Intl City Garden
8.4
9,297
8.5
10,137
14.0
9,786
123.0
Suzhou Intl City Garden
9.9
12,298
3.4
13,255
20.6
10,969
79.3
Xuzhou Colorful Garden
24.5
6,811
17.4
7,751
7.6
8,785
2.1
Jinan Xinyuan Splendid
-
-
55.7
8,661
22.9
9,482
454.5
Zhengzhou Yipinxiangshan II
-
-
49.9
6,837
38.8
6,928
106.1
Others
1.1
14,182
0.2
17,294
-
-
4.9
  Total
137.5
7,480
183.4
8,034
188.7
8,857
1,198.3

Revenue under the Percentage of Completion Method
In the third quarter of 2011, the Company’s total revenue using the percentage of completion method was US$213.3 million compared to US$107.6 million in the third quarter of 2010 and US$182.7 million in the second quarter of 2011. Versus the previous quarter, this quarter’s increase in revenue under the percentage of completion method is mainly due to the increase in contract sales.

Gross Profit
Gross profit for the third quarter of 2011 was US$63.8 million, or 29.9% of revenue, compared to gross profit of US$29.3 million, or 27.2% of revenue, in the third quarter of 2010 and a gross profit of US$54.5 million, or 29.8% of revenue, in the second quarter of 2011. The gross margin increase from 27.2% in the third quarter of 2010 to 29.9% in the third quarter of 2011 was primarily due to ASP increases and the launch of higher margin new projects.
 
 
 

 
 
The Company revised total project cost and sales projections for certain projects such that US$3.7 million of cumulative gross profit was recognized in the third quarter of 2011 under the percentage of completion method due to changes in estimates.

Selling, General, and Administrative Expenses
 
SG&A expenses were US$14.2 million for the third quarter of 2011 compared to US$7.5 million for the third quarter of 2010 and US$10.2 million for the second quarter of 2011. As a percentage of total revenue, SG&A expenses were 6.7% compared to 6.9% in the third quarter of 2010 and 5.6% in the second quarter of 2011. The increase in SG&A expenses was mainly due to increased sales agent commissions (an increase of US$2.4 million from Q2 2011), promotional spending on new projects (an increase of US$382,000 from Q2 2011), and retention bonuses of US$979,000.

Share-based Compensation
 
Share-based compensation was US$0.5 million for the third quarter of 2011 compared to US$0.7 million for the third quarter of 2010 and US$0.5 million for the second quarter of 2011.
 
Net Income
 
Net income for the third quarter of 2011 was US$31.2 million compared to US$8.0 million for the same period in 2010 and US$31.8 million in the second quarter of 2011. Net margin was 14.6%, compared to 7.4% in the third quarter of 2010 and to 17.4% in the second quarter of 2011. Diluted earnings per share for the third quarter of 2011 were US$0.21, equivalent to US$0.42 per ADS, compared to a profit of US$0.05 per diluted share, equivalent to US$0.10 per ADS, for the same period in 2010, and US$0.20 per diluted share, equivalent to US$0.40 per ADS in the second quarter of 2011.

Balance Sheet
 
As of September 30, 2011, the Company reported US$525.1 million in cash and cash equivalents (including restricted cash) compared to US$406.9 million as of June 30, 2011. Total debt outstanding was US$303.5 million, a decrease of US$14.5 million compared to US$318.0 million at the end of the second quarter of 2011. The value of the Company’s real estate property under development at the end of the third quarter was US$622.3 million compared to US$695.1 million at the end of the second quarter of 2011.
 
 
 

 
 
Project Status
 
Below is a summary table of projects that were active in the third quarter of 2011.

 
GFA
Contract Sales
 Project
Cost %
Complete
(m2 000)
(US$ million)
      Project
Total
Project
Sold to
date
Total
Project
Sales
to date
%
 
Sold
Chengdu Splendid I
231.0
206.1
187.4
160.6
85.7%
93.8%
Chengdu Splendid II
219.5
151.3
224.4
155.5
69.3%
80.4%
Zhengzhou Colorful Garden
191.9
188.0
198.4
192.3
96.9%
99.7%
Zhengzhou Modern City
255.4
177.0
329.4
208.5
63.3%
61.9%
Zhengzhou Royal Palace
134.3
12.1
218.9
26.8
12.2%
62.6%
Zhengzhou Century East B
166.5
35.7
230.3
47.7
20.7%
63.1%
Kunshan Intl City Garden
497.0
374.0
561.9
411.9
73.3%
86.8%
Suzhou Intl City Garden
205.6
126.3
316.7
190.6
60.2%
97.0%
Xuzhou Colorful Garden
102.1
100.0
115.7
113.3
97.9%
74.1%
Jinan Xinyuan Splendid
533.1
78.6
757.7
107.6
14.2%
49.8%
Zhengzhou Yipinxiangshan II
198.5
92.4
201.7
98.5
48.8%
64.8%
Others remaining GFA
4.9
         
 
Total active projects
2,739.8
1,541.5
              3,342.5
              1,713.3
51.3%
74.0%

As of September 30, 2011, the Company’s total sellable GFA was approximately 1,276,100 square meters for active projects and pre-revenue stage projects. Below is a summary of all projects at Xinyuan that are in the planning stage:

 
Unsold GFA
(m2 000)
First
Pre sales Scheduled
     
Zhengzhou Century East A (planning)
     77.8
Q1 2012
Total active projects
1,198.3
 
Total all Xinyuan projects
1,276.1
 
 
 
 

 
 
Fourth Quarter and 2011 Outlook

We expect contract sales in the fourth quarter of 2011 to reach US$180 to US$200 million. Revenue under the percentage of completion method is expected to range between US$180 and US$200 million while net income in the fourth quarter should be in the range of US$26 to US$30 million. Resultant full year 2011 projections are US$760 to US$780 million for contract sales, US$670 to US$690 million for revenue and US$100 to US$104 million for net income.

Percentage of Completion Accounting
 
Xinyuan’s projects recognize revenue under the percentage of completion method. This requires the Company to re-evaluate its estimates of future revenues and costs on a quarterly basis project by project.
 
Cumulative revenue= Cumulative contract sales proceeds x Cumulative incurred cost
 
Total estimated project cost
 
Cumulative cost of sales= Cumulative contract sales x Cumulative incurred cost
 
Total estimated project revenue
 
Whenever Xinyuan makes changes to expected total project life profit margins, a “catch-up” adjustment must be made in the quarter of change to account for the difference between profits previously recognized using the previous profit margin estimate and the comparable profit using the new profit margin estimates. Further, if the updated profit margin indicates that the Company will have to sell units at a price less than its costs to develop them, it must recognize the full expected gross loss over the life of the project at that time regardless of whether the units have been sold. Additionally for such unprofitable projects the Company must also determine whether an impairment exists, and, if so, write down the cost to the fair value of the project which, in turn, may be less than the basis after recognizing the effect of future losses.

Conference Call Information
 
Xinyuan’s management will host an earnings conference call on November 10th, 2011 at 8:00 a.m. U.S. Eastern Time. Listeners may access the call by dialing 1-719-325-4746. A webcast will also be available through the Company's investor relations website at http://www.xyre.com.  Listeners may access the replay by dialing 1-858-384-5517, access code: 6823429.
 
 
 

 
 
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. Xinyuan focuses on China’s Tier II cities, characterized as larger, more developed urban areas with above average GDP and population growth rates. Xinyuan has expanded its network to cover a total population of over 44.7 million people in seven strategically selected Tier II cities, comprising Hefei, Jinan, Kunshan, Suzhou, Zhengzhou, Xuzhou and Chengdu. 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.

Safe Harbor Statement
 
This press release contains 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 be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Statements that are not historical facts, including statements concerning our beliefs, forecasts, estimates and expectations, 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, the risk that: our financing costs are subject to changes in interest rates; our results of operations may fluctuate from period to period; the recognition of our real estate revenue and costs relies on our estimation of total project sales value and costs; we may be unable to acquire desired development sales at commercially reasonable costs; increases in the price of raw materials may increase our cost of sales and reduce our earnings; we are heavily dependent on the performance of the residential property market in China, which is at a relatively early development stage; PRC economic, political and social conditions as well as government policies can affect our business; the market price of our ADSs may be volatile, 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, 2010. All information provided in this press release is as of November 10, 2011. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

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. Tom Gurnee
Chief Financial Officer
Tel: +86 (10) 8588-9390
 Email: tom.gurnee@xyre.com

Ms. Helen Zhang
Director of Investor Relations
Tel: +86 (10) 8588-9255
Email: yuan.z@xyre.com

ICR, LLC
In U.S.: +1-646-308-1472
In China: +86 (10) 6583-7511
Email: William.zima@icrinc.com

 (Financial Tables on Following Pages)


 
 

 

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,
 
 
 
2011
   
2011
   
2010
 
 
 
(unaudited)
   
(unaudited)
   
(unaudited)
 
 
 
 
   
 
   
 
 
Revenue
    213,272       182,682       107,583  
 
 
 
   
 
   
 
 
Cost of revenue
    (149,464 )     (128,195 )     (78,317 )
Gross profit
    63,808       54,487       29,266  
 
 
 
   
 
   
 
 
Selling and distribution expenses
    (6,773 )     (3,904 )     (2,471 )
General and administrative expenses
    (7,453 )     (6,271 )     (4,986 )
 
 
 
   
 
   
 
 
Operating income
    49,582       44,312       21,809  
 
 
 
   
 
   
 
 
Interest income
    1,230       878       377  
Share of income in an equity investee
    -       -       667  
Exchange gains
    -       23       152  
Income from operations before income taxes
    50,812       45,213       23,005  
 
 
 
   
 
   
 
 
Income taxes
    (19,591 )     (13,399 )     (15,007 )
   
 
   
 
   
 
 
Net income
    31,221       31,814       7,998  
Less: net income/ (loss) attributable to non-controlling interest
    (59 )     639    
- 
 
Net income attributable to shareholders
    31,280       31,175       7,998  
 
 
 
   
 
         
Earnings per share:
 
 
   
 
         
Basic
    0.21       0.20       0.05  
Diluted
    0.21       0.20       0.05  
Shares used in computation:
 
 
   
 
   
 
 
Basic
    151,015       153,162       153,173  
Diluted
    151,015       153,162       153,248  
 
 
 

 

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,
 
   
2011
   
2010
 
   
(unaudited)
   
(unaudited)
 
Revenue
    487,738       312,781  
                 
Cost of revenue
    (344,370 )     (238,647 )
Gross profit
    143,368       74,134  
                 
Selling expenses
    (12,564 )     (7,396 )
General and administrative expenses
    (19,225 )     (16,391 )
                 
Operating income
    111,579       50,347  
                 
Interest income
    2,712       1,581  
Share of income in an equity investee
    -       1,306  
Exchange gains
    56       201  
Change in fair value of warrant liabilities
    -       842  
Income from operations before income taxes
    114,347       54,277  
                 
Income taxes
    (39,651 )     (24,761 )
                 
Net income
    74,696       29,516  
Less: net income attributable to non-controlling interest
    593       -  
                 
Net income attributable to shareholders
    74,103       29,516  
                 
Earnings per share:
               
  Basic
    0.49       0.19  
  Diluted
    0.49       0.19  
Shares used in computation:
               
  Basic
    152,439       152,372  
  Diluted
    152,439       156,114  
 
 
 

 

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,
 
 
 
2011
   
2011
   
2010
 
   
(unaudited)
   
(unaudited)
   
(audited)
 
ASSETS
                 
Current assets
                 
Cash and cash equivalents
    364,247       270,262       213,326  
Restricted cash
    160,806       136,594       82,305  
Accounts receivable
    22,434       4,912       3,511  
Other receivables
    10,123       8,666       6,462  
Other deposits and prepayments
    71,091       63,669       34,790  
Advances to suppliers
    15,812       16,910       21,933  
Real estate property development completed
    6,030       6,809       1,470  
Real estate property under development
    622,345       695,074       710,585  
Other current assets
    429       542       663  
                         
Total current assets
    1,273,317       1,203,438       1,075,045  
                         
Real estate properties held for lease, net
    19,213       20,129       19,876  
Property and equipment, net
    2,664       2,254       2,687  
Other long-term investment
    247       242       242  
Deferred tax asset
    692       1,186       1,925  
Other assets
    3,181       3,528       4,190  
                         
TOTAL ASSETS
    1,299,314       1,230,777       1,103,965  
 
 
 

 

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,
 
   
2011
   
2011
   
2010
 
   
(unaudited)
   
(unaudited)
   
(audited)
 
LIABILITIES AND
                 
SHAREHOLDERS’ EQUITY
                 
Current liabilities
                 
Accounts payable
    175,929       170,707       150,670  
Short-term bank loans
    179,362       181,729       186,631  
Customer deposits
    65,023       44,948       22,789  
Income tax payable
    38,056       36,815       40,895  
Deferred tax liabilities
    47,592       34,795       18,731  
Other payables and accrued liabilities
    47,884       43,638       39,162  
Payroll and welfare payable
    3,061       2,313       4,539  
Current portion of long-term debt
    296       296       331  
                         
Total current liabilities
    557,203       515,241       463,748  
                         
Non- current liabilities
                       
Long-term bank loans
    82,831       96,789       70,213  
Unrecognized tax benefits
    13,707       13,460       13,151  
Other long-term debt
    41,046       39,194       38,688  
TOTAL LIABILITIES
    694,787       664,684       585,800  
                         
Shareholders’ equity
                       
Common shares
    15       15       15  
Treasury shares
    (5,417 )     (1,260 )     -  
Additional paid-in capital
    509,487       509,007       507,973  
Retained earnings (accumulated deficit)
    71,893       29,737       (17,749 )
Statutory reserves
    27,559       27,559       27,559  
TOTAL SHAREHOLDERS’ EQUITY
    603,537       565,058       517,798  
                         
Non-controlling interest
    990       1,035       367  
                         
TOTAL EQUITY
    604,527       566,093       518,165  
                         
TOTAL LIABILITIES AND
                       
 EQUITY
    1,299,314       1,230,777       1,103,965