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 MAY 2014
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Form 6-K shall be deemed a part of each such document from the date on which this Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as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 Press Release of Xinyuan Real Estate Co., Ltd., dated May 16, 2014 |
| 1 |
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/ Helen Zhang | ||
| Name: | Helen Zhang | ||
| Title: | Interim Chief Financial Officer | ||
Date: May 16, 2014
| 2 |
| Exhibit Number | Description | |
| Exhibit 99.1 | Press Release of Xinyuan Real Estate Co., Ltd., dated May 16, 2014 |
| 3 |
Xinyuan Real Estate Co., Ltd. Announces FIRST Quarter 2014 FINANCIAL RESULTS
-- 1Q14 Contract Sales Exceeds Mid-Point of Previous Guidance by 20.4%--
--1Q14 Revenue Exceeds Mid-Point of Previous Guidance by 14.6%--
BEIJING, China, May 16, 2014/PRNewswire/ – 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 first quarter 2014.
Highlights for the First Quarter 2014
| · | Total first quarter revenues were US$226.4 million, a 21.7% decrease from US$289.2 million recorded in the fourth quarter of 2013 and a 33.6% increase from US$169.4 million reported in the first quarter of 2013. First quarter revenue exceeded the mid-point of previous guidance of US$197.5 million by 14.6%. |
| · | Contract sales totaled US$273.9 million, a 27.4% decrease from US$377.5 million recorded in the fourth quarter of 2013 and a 53.6% increase from US$178.3 million recorded in the first quarter of 2013. First quarter contract sales exceeded the mid-point of previous guidance of US$227.5 million by 20.4%. |
| · | Total gross floor area (“GFA”) sales were 127,100 square meters, a 47.4% decrease from 241,700 square meters sold in the fourth quarter of 2013, and a 2.0% increase from 124,600 square meters sold in the first quarter of 2013. |
| · | Selling, General, and Administrative (“SG&A”) expenses as a percent of total revenue totaled 10.7% compared to 12.1% in the fourth quarter of 2013 and 7.3% in the first quarter of 2013. |
| · | Net income was US$10.1 million, a 68.0% decrease from US$31.6 million in the fourth quarter of 2013 and a 62.0% decrease from US$26.6 million reported in the first quarter of 2013. First quarter net income slightly exceeded the mid-point of previous net income guidance. |
| · | Diluted net earnings per American Depositary Share (“ADS”) attributable to shareholders were US$0.12, compared to diluted net earnings per ADS of US$0.36 in the fourth quarter of 2013 and US$0.37 per ADS in the first quarter of 2013. |
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| · | Cash and cash equivalents, including restricted cash, decreased by US$182.2 million to US$655.0 million as of March 31, 2014 from US$837.2 million as of December 31, 2013. Short and long term debt increased by US$136.2 million from US$811.0 million as of December 31, 2013 to US$947.2 million as of March 31, 2014. |
| · | Book value was US$11.85 per ADS as of March 31, 2014. |
| · | The Company repurchased 1.54 million ADSs at a total cost of approximately US$7.6 million in the first quarter. |
| · | The Board of Directors of the Company has approved the payment of a quarterly dividend of US$0.05 per ADS payable on June 12, 2014 to shareholders of record as of May 30, 2014. |
| · | The Company acquired three land parcels (for a total of three development projects) in Chengdu, Sanya and Changsha respectively, for a total GFA of 611,600 square meters. |
Mr. Yong Zhang, Xinyuan's Chairman said, “We experienced another strong quarter of sales exceeding our contract sales and revenue forecast as market conditions were generally stable in the cities in which we conduct operations. Of our five main projects this quarter, the majority experienced increases in average selling prices and our two main projects this quarter that experienced an ASP decrease were due to product mix. Importantly, we did not reduce prices at our available units in the first quarter. We also commenced pre-sales of one new project Beijing Xindo Park and acquired three new land parcels during the first quarter, along with one additional land acquisition in Shanghai in April.”
“As we look to the remaining quarters of the year, we expect our project activity will expand. Three new projects in China are scheduled to launch pre-sales in the second quarter, and we expect greater levels of year-over-year growth in the second quarter and the second half of the year. Our New York Oosten project in Williamsburg is expected to start pre-sales in late May. We remain committed to investing in our business for future development and growth,” concluded Mr. Zhang.
Financial Results for the First Quarter 2014
Contract Sales
Contract sales totaled US$273.9 million in the first quarter compared to US$377.5 million in the fourth quarter of 2013 and US$178.3 million in the first quarter of 2013. The Company’s GFA sales were 127,100 square meters in the first quarter of 2014 versus 241,700 square meters in the fourth quarter of 2013 and 124,600 square meters in the first quarter of 2013. The average selling price ("ASP") per square meter sold was RMB13,181 (US$2,155) in the first quarter of 2014 versus RMB9,678 (US$1,562) in the fourth quarter of 2013 and RMB8,985 (US$1,431) in the first quarter of 2013. The Company commenced pre-sales of the Beijing Xindo Park project in the first quarter with total saleable GFA of 132,400 square meters. Sales of Beijing Xindo Park contributed approximately 28.2% of GFA sales, and 44.6% of contract sales in the first quarter 2014.
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Breakdown of GFA Sales and ASP’s by Project
| Q1 2013 | Q4 2013 | Q1 2014 | Unsold | ||||
| GFA | ASP | GFA | ASP | GFA | ASP | GFA | |
| Project | (m2 000) | (Rmb) | (m2 000) | (Rmb) | (m2 000) | (Rmb) | (m2 000) |
| Zhengzhou Royal Palace | 17.2 | 9,093 | 1.2 | 23,351 | 0.4 | 33,539 | 0.5 |
| Zhengzhou Century East A | 19.4 | 9,209 | 1.9 | 13,319 | 1.2 | 15,309 | 1.4 |
| Zhengzhou Century East B | 21.1 | 8,822 | 2.3 | 16,831 | 0.2 | 9,147 | 0.7 |
| Zhengzhou Xin City | - | - | 53.7 | 9,972 | 33.6 | 10,672 | 66.1 |
| Kunshan Intl City Garden | 18.3 | 8,519 | 8.8 | 11,209 | 1.1 | 12,887 | 2.4 |
| Kunshan Royal Palace | - | - | 42.5 | 9,265 | 7.0 | 10,615 | 238.9 |
| Suzhou Xin City | - | - | 52.6 | 8,577 | 19.4 | 9,369 | 25.4 |
| Jinan Xinyuan Splendid | 40.8 | 8,764 | 45.7 | 10,372 | 23.8 | 9,746 | 90.2 |
| Xuzhou Colorful City | - | - | 31.3 | 8,820 | 4.0 | 6,954 | 94.0 |
| Beijing Xindo Park | - | - | - | - | 35.8 | 20,867 | 96.6 |
| Others | 7.8 | - | 1.7 | - | 0.6 | - | 3.9 |
| Total | 124.6 | 8,985 | 241.7 | 9,678 | 127.1 | 13,181 | 620.1 |
Revenue
In the first quarter of 2014, the Company’s total revenue was US$226.4 million compared to US$289.2 million in the fourth quarter of 2013 and US$169.4 million in the first quarter of 2013.
Gross Profit
Gross profit for the first quarter of 2014 was US$59.4 million, or 26.2% of revenue, compared to a gross profit of US$94.9 million, or 32.8% of revenue, in the fourth quarter of 2013 and a gross profit of US$55.7 million, or 32.9% of revenue, in the first quarter of 2013. The gross margin decrease was mainly due to cost increases of two near completion projects and two lower margin projects which contributed 35% of total revenue in the first quarter.
Selling, General and Administrative Expenses
SG&A expenses were US$24.3 million for the first quarter of 2014 compared to US$35.1 million for the fourth quarter of 2013 and US$12.4 million for the first quarter of 2013. As a percentage of total revenue, SG&A expenses were 10.7% compared to 12.1% in the fourth quarter of 2013 and 7.3% in the first quarter of 2013. The decrease in SG&A expenses compared to the 2013 fourth quarter was mainly due to a fourth quarter year end performance based bonus payments and selling and marketing expenses related to robust sales in the fourth quarter of 2013.
| 3 |
Net Income
Net income for the first quarter of 2014 was US$10.1 million compared to US$31.6 million for the fourth quarter of 2013 and US$26.6 million for the same period in 2013. Net margin was 4.4%, compared to 10.9% in the fourth quarter of 2013 and 15.7% in the first quarter of 2013. Diluted earnings per ADS were US$0.12, compared to US$0.36 per ADS in the fourth quarter of 2013 and to US$0.37 per ADS in the same period in 2013.
Balance Sheet
As of March 31, 2014, the Company reported US$655.0 million in cash and cash equivalents (including restricted cash) compared to US$837.2 million as of December 31, 2013. Total debt outstanding was US$947.2 million, an increase of US$136.2 million compared to US$811.0 million at the end of the fourth quarter of 2013. The cash decrease was largely due to the payment of US$376.3 million for land acquisitions and deposits, partially offset by the proceeds from bank loans and other debts in the aggregate of US$192.4 million. The balance of the Company’s real estate property under development at the end of the first quarter was US$868.7 million compared to US$932.5 million at the end of the fourth quarter of 2013.
Project Status
Below is a summary table of projects that were active and available for sale in the first quarter of 2014.
| GFA | Contract Sales | Project Cost % Complete | ||||
| (m2 000) | (US$ millions) | |||||
| Project | Total Active Projects | Sold to date | Total Active Projects | Sales to date | % Sold | |
| Zhengzhou Royal Palace | 132.4 | 131.9 | 241.7 | 238.9 | 98.8% | 91.0% |
| Zhengzhou Century East A | 77.3 | 75.9 | 127.5 | 124.9 | 98.0% | 95.0% |
| Zhengzhou Century East B | 166.5 | 165.8 | 247.1 | 246.0 | 99.6% | 96.9% |
| Zhengzhou Xin City | 185.0 | 118.9 | 330.1 | 195.7 | 59.3% | 62.5% |
| Kunshan Intl City Garden | 497.9 | 495.5 | 613.4 | 608.8 | 99.3% | 100.0% |
| Kunshan Royal Palace | 288.4 | 49.5 | 511.3 | 76.4 | 14.9% | 41.3% |
| Suzhou Xin City | 126.8 | 101.4 | 187.1 | 142.6 | 76.2% | 71.6% |
| Jinan Xinyuan Splendid | 565.2 | 475.0 | 795.3 | 669.5 | 84.2% | 85.2% |
| Xuzhou Colorful City | 129.3 | 35.3 | 198.9 | 49.6 | 24.9% | 45.1% |
| Beijing Xindo Park | 132.4 | 35.8 | 461.0 | 122.3 | 26.5% | 68.9% |
| Others remaining GFA | 3.9 | |||||
| Total active projects | 2,305.1 | 1,685.0 | 3,713.4 | 2,474.7 | 66.6% | 78.0% |
| 4 |
As of May 15, 2014, the Company’s total saleable GFA was approximately 2,457,700 square meters for active projects and under planning stage projects. Below is a summary of all of our planning stage projects:
| Unsold GFA | Pre sales Scheduled | |
| (m2 000) | ||
| Zhengzhou Xindo Park | 293.4 | Q2 2014 |
| Suzhou Lake Royal Palace | 171.9 | Q2 2014 |
| Xingyang Splendid | 240.2 | Q2 2014 |
| New York Oosten | 37.1 | Q2 2014 |
| Jinan Royal Palace | 420.5 | Q3 2014 |
| Newly Acquired Chengdu Land | 225.0 | Q4 2014 |
| Newly Acquired Sanya Land | 118.2 | Q1 2015 |
| Newly Acquired Shanghai Land | 62.9 | Q1 2015 |
| Newly Acquired Changsha Land | 268.4 | Q1 2015 |
| Total projects under planning | 1,837.6 | |
| Total active projects | 620.1 | |
| Total all Xinyuan projects | 2,457.7 |
Second Quarter Outlook
The Company expects contract sales in the second quarter of 2014 to reach approximately US$277 million. Revenue is expected to total US$230 million in the second quarter while net income is expected to reach US$23 million which includes certain tax expense benefits to be realized in the second quarter.
Conference Call Information
The Company will hold a conference call at 8:00 am ET on May 16, 2014 to discuss first quarter 2014 results. Listeners may access the call by dialing 1-913-312-1427. 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 May 23, 2014 by dialing 1-858-384-5517, access code: 6996086
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. ,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.
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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 includes statements about estimated financial performance, sales performance and activity, among others and 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 the countries in which we operate; ; 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 the markets in which we operate; fluctuations in general economic and business conditions in the markets in which we operate; 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, 2013. 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.
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.
| 6 |
For more information, please contact:
In China:
Ms. Helen Zhang
Interim Chief Financial Officer
Tel: +86 (10) 8588-9398
Email: irmanager@xyre.com
ICR, LLC
In U.S.: +1-646-308-1472
In China: +86 (10) 6583-7511
Email: William.zima@icrinc.com
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| 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 | ||||||||||||
| March 31, | December 31, | March 31, | ||||||||||
| 2014 | 2013 | 2013 | ||||||||||
| (unaudited) | (unaudited) | (unaudited) | ||||||||||
| Total revenue | 226,412 | 289,160 | 169,429 | |||||||||
| Total costs of revenue | (167,043 | ) | (194,228 | ) | (113,762 | ) | ||||||
| Gross profit | 59,369 | 94,932 | 55,667 | |||||||||
| Selling and distribution expenses | (4,781 | ) | (9,443 | ) | (2,788 | ) | ||||||
| General and administrative expenses | (19,494 | ) | (25,650 | ) | (9,574 | ) | ||||||
| Operating income | 35,094 | 59,839 | 43,305 | |||||||||
| Interest income | 1,531 | 3,084 | 1,635 | |||||||||
| Interest expense | (8,641 | ) | (6,411 | ) | - | |||||||
| Other income | - | 1,539 | - | |||||||||
| Share of loss of equity investee | (217 | ) | (117 | ) | - | |||||||
| Income from operations before income taxes | 27,767 | 57,934 | 44,940 | |||||||||
| Income taxes | (17,717 | ) | (26,303 | ) | (18,325 | ) | ||||||
| Net income | 10,050 | 31,631 | 26,615 | |||||||||
| Net income attributable to Xinyuan Real Estate Co., Ltd. shareholders | 10,050 | 31,631 | 26,615 | |||||||||
| Earnings per ADS: | ||||||||||||
| Basic | 0.13 | 0.41 | 0.37 | |||||||||
| Diluted | 0.12 | 0.36 | 0.37 | |||||||||
| ADS used in computation: | ||||||||||||
| Basic | 77,801 | 77,616 | 71,043 | |||||||||
| Diluted | 90,810 | 91,097 | 72,292 | |||||||||
| 8 |
| XINYUAN REAL ESTATE CO., LTD. AND ITS SUBSIDIARIES |
| CONDENSED CONSOLIDATED BALANCE SHEETS |
| (All US$ amounts and number of shares data in thousands) |
| March 31, | December 31, | |||||||
| 2014 | 2013 | |||||||
| (unaudited) | (audited) | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | 348,096 | 587,119 | ||||||
| Restricted cash | 306,857 | 250,098 | ||||||
| Accounts receivable | 24,986 | 8,528 | ||||||
| Other receivables | 143,813 | 10,593 | ||||||
| Restricted deposit | 11,411 | 11,514 | ||||||
| Deposits for land use right | 480,739 | 297,389 | ||||||
| Other deposits and prepayments | 106,026 | 103,790 | ||||||
| Advances to suppliers | 20,175 | 15,317 | ||||||
| Real estate property held for sale | 5,524 | 5,524 | ||||||
| Real estate property development completed | 17,036 | 21,260 | ||||||
| Real estate property under development | 868,679 | 932,519 | ||||||
| Amounts due from related party | 1,301 | 820 | ||||||
| Amounts due from employees | 586 | 59 | ||||||
| Other current assets | 34 | - | ||||||
| Total current assets | 2,335,263 | 2,244,530 | ||||||
| Real estate properties held for lease, net | 61,534 | 60,410 | ||||||
| Property and equipment, net | 45,688 | 46,706 | ||||||
| Other long-term investment | 242 | 242 | ||||||
| Investment in joint venture | 5,676 | 5,945 | ||||||
| Deferred tax assets | 10,593 | 10,191 | ||||||
| Deferred charges | 8,699 | 9,049 | ||||||
| Other assets | 4,940 | 5,028 | ||||||
| TOTAL ASSETS | 2,472,635 | 2,382,101 | ||||||
| 9 |
| XINYUAN REAL ESTATE CO., LTD. AND ITS SUBSIDIARIES | ||||||||
| CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
| (All US$ amounts and number of shares data in thousands) | ||||||||
| March 31, | December 31, | |||||||
| 2014 | 2013 | |||||||
| (unaudited) | (audited) | |||||||
| LIABILITIES AND | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | 171,161 | 194,403 | ||||||
| Short-term bank loans and other debts | 113,782 | 23,291 | ||||||
| Customer deposits | 81,805 | 75,285 | ||||||
| Income tax payable | 106,833 | 121,642 | ||||||
| Deferred tax liabilities | 85,821 | 78,958 | ||||||
| Other payables and accrued liabilities | 79,881 | 73,446 | ||||||
| Payroll and welfare payable | 4,610 | 19,638 | ||||||
| Current portion of long-term bank loans and other debt | 231,015 | 217,964 | ||||||
| Current maturities of capital lease obligations | 2,721 | 2,746 | ||||||
| Total current liabilities | 877,629 | 807,373 | ||||||
| Non- current liabilities | ||||||||
| Long-term bank loans | 61,768 | 32,804 | ||||||
| Other long term debts | 540,662 | 536,943 | ||||||
| Deferred tax liabilities | 9,385 | 9,385 | ||||||
| Unrecognized tax benefits | 16,167 | 16,314 | ||||||
| Capital lease obligations, net of current maturities | 25,742 | 26,646 | ||||||
| TOTAL LIABILITIES | 1,531,353 | 1,429,465 | ||||||
| Shareholders’ equity | ||||||||
| Common shares | 16 | 16 | ||||||
| Treasury shares | (10,696 | ) | (3,085 | ) | ||||
| Additional paid-in capital | 535,169 | 534,937 | ||||||
| Statutory reserves | 68,547 | 68,547 | ||||||
| Retained earnings | 250,447 | 244,310 | ||||||
| Accumulated other comprehensive income | 97,799 | 107,911 | ||||||
| TOTAL EQUITY | 941,282 | 952,636 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 2,472,635 | 2,382,101 | ||||||
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