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 2015
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
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 Numbers 333-152637 and 333-198525) 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Form 6-K shall be deemed a part of each such document from the date on which this Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as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 | Xinyuan Real Estate Co., Ltd. Press Release dated May 15, 2015 | |
| 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/ Huaiyu Liu | ||
| Name: | Huaiyu Liu | ||
| Title: | Chief Financial Officer | ||
Date: May 15, 2015
| 2 |
| Exhibit Number | Description | |
| Exhibit 99.1 | Xinyuan Real Estate Co., Ltd. Press Release dated May 15, 2015 |
| 3 |
Exhibit 99.1
Xinyuan Real Estate Co., Ltd. Announces First Quarter 2015 Financial Results
BEIJING, China, May 15, 2015 - 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 2015.
Highlights for the First Quarter 2015
| l Total first quarter revenues were US$166.7 million, a 54.1% decrease from US$362.9 million recorded in the fourth quarter of 2014 and a 26.4% decrease from US$226.4 million recorded in the first quarter of 2014. Contract sales totaled US$184.9 million, a 54.1% decrease from US$402.6 million recorded in the fourth quarter of 2014 and a 32.5% decrease from US$273.9 million recorded in the first quarter of 2014. |
| l Total gross floor area (“GFA”) sales were 113,100 square meters, a 55.2% decrease from 252,200 square meters sold in the fourth quarter of 2014 and an 11.0% decrease from 127,100 square meters sold in the first quarter of 2014. |
| l Selling, General, and Administrative (“SG&A”) expenses as a percent of total revenue totaled 16.6% compared to 14.6% in the fourth quarter of 2014 and 10.7% in the first quarter of 2014. |
| l Net income was US$4.5 million, an 81.1% decrease from US$23.8 million in the fourth quarter of 2014 and a 55.4% decrease from US$10.1 million in the first quarter of 2014. |
| l Diluted net earnings per American Depositary Share (“ADS”) attributable to shareholders were US$0.06, compared to diluted net earnings per ADS of US$0.30 in the fourth quarter of 2014 and US$0.12 per ADS in the first quarter of 2014. |
Mr. Yong Zhang, Xinyuan's Chairman said, “We experienced a challenging first quarter as demand for our housing units were down due to an overall slower market environment. Average sales prices at the majority of our projects held steady however GFA sales were down impacting overall sales and profit this quarter. The first quarter is traditionally slower and we expect our contract sales and revenue to improve during the course of the year. Our performance for the remainder of the year can also be aided by recent government policies aimed at stabilizing market conditions which include a lowering of the down payment ratio by home buyers. While we believe such policies can improve our sales opportunities, there remains uncertainty in China’s real estate market including the timing on when market conditions may recover.”
“We continue to invest for our future growth. Our current project portfolio at the end of the first quarter is comprised of 16 development projects totaling 1.98 million square meters. We launched one new project in the first quarter, Shanghai Royal Palace, and plan to launch two projects in the second quarter and four additional projects in the back half of the year. As of March 31, 2015, our total sellable GFA was approximately 3.23 million square meters, representing both active projects and projects in the planning stage,” concluded Mr. Zhang.
| 1 |
Financial Results for the First Quarter 2015
Contract Sales
Contract sales totaled US$184.9 million in the first quarter compared to US$402.6 million in the fourth quarter of 2014 and US$273.9 million in the first quarter of 2014. The Company’s GFA sales were 113,100 square meters in the first quarter of 2015 versus 252,200 square meters in the fourth quarter of 2014 and 127,100 square meters in the first quarter of 2014. The average selling price ("ASP") per square meter sold was RMB10,031 (US$1,634) in the first quarter of 2015 versus RMB9,806 (US$1,596) in the fourth quarter of 2014 and RMB13,181 (US$2,155) in the first quarter of 2014.
Breakdown of GFA Sales and ASPs by Project
| Project | Q1 2014 | Q4 2014 | Q1 2015 | Unsold | |||
| GFA | ASP | GFA | ASP | GFA | ASP | GFA | |
| (m2 000) | (Rmb) | (m2 000) | (Rmb) | (m2 000) | (Rmb) | (m2 000) | |
| Zhengzhou Xin City | 33.6 | 10,672 | 27.9 | 14,206 | 5.5 | 13,995 | 12.8 |
| Zhengzhou Thriving Family | - | - | 41.5 | 7,229 | 8.3 | 6,961 | 21.2 |
| Xingyang Splendid I | - | - | 16.8 | 4,831 | 5.0 | 5,052 | 64.8 |
| Xingyang Splendid II | - | - | 1.7 | 13,401 | 0.1 | 11,688 | 136.0 |
| Kunshan Royal Palace | 7.0 | 10,615 | 23.0 | 8,843 | 14.3 | 8,672 | 184.6 |
| Suzhou Xin City | 19.4 | 9,369 | 5.8 | 10,312 | 1.4 | 10,383 | 2.4 |
| Suzhou Lake Royal Palace | - | - | 12.1 | 8,299 | 9.9 | 8,207 | 145.6 |
| Jinan Xinyuan Splendid | 23.8 | 9,746 | 20.9 | 9,595 | 6.8 | 10,284 | 23.1 |
| Jinan Royal Palace | - | - | 23.6 | 6,348 | 12.2 | 6,235 | 391.8 |
| Xuzhou Colorful City | 4.0 | 6,954 | 9.6 | 8,700 | 3.9 | 9,008 | 77.9 |
| Beijing Xindo Park | 35.8 | 20,867 | 19.8 | 22,889 | 12.2 | 22,934 | 52.8 |
| Chengdu Thriving Family | - | - | 15.5 | 5,498 | 9.0 | 5,607 | 189.9 |
| Changsha Xinyuan Splendid | - | - | 10.6 | 5,139 | 7.4 | 5,165 | 234.6 |
| Sanya Yazhou Bay No.1 | - | - | 6.5 | 14,750 | 2.0 | 13,404 | 108.4 |
| Xi’an Metropolitan* | - | - | 6.2 | 6,362 | 9.5 | 6,268 | 277.3 |
| Shanghai Royal Palace | - | - | - | - | 5.5 | 20,889 | 52.3 |
| Others | 3.5 | - | 10.7 | - | 0.1 | - | 5.7 |
| Total | 127.1 | 13,181 | 252.2 | 9,806 | 113.1 | 10,031 | 1,981.2 |
* The Company owns 51% equity interest in a joint venture, Shaanxi Zhongmao Economy Development Co., Ltd. which develops Xi'an Metropolitan. The Company accounts for its investment under the equity method.
| 2 |
Revenue
In the first quarter of 2015, the Company’s total revenue was US$166.7 million compared to US$362.9 million in the fourth quarter of 2014 and US$226.4 million in the first quarter of 2014.
Gross Profit
Gross profit for the first quarter of 2015 was US$48.0 million, or 28.8% of revenue, compared to a gross profit of US$96.1 million, or 26.5% of revenue, in the fourth quarter of 2014 and a gross profit of US$59.4 million, or 26.2% of revenue, in the first quarter of 2014.
Selling, General and Administrative Expenses
SG&A expenses were US$27.7 million for the first quarter of 2015 compared to US$53.1 million for the fourth quarter of 2014 and US$24.3 million for the first quarter of 2014. As a percentage of total revenue, SG&A expenses were 16.6% compared to 14.6% in the fourth quarter of 2014 and 10.7% in the first quarter of 2014.
Net Income
Net income for the first quarter of 2015 was US$4.5million compared to US$23.8 million for the fourth quarter of 2014 and US$10.1 million for the first quarter of 2014. Net margin was 2.7% compared to 6.6% in the fourth quarter of 2014 and 4.4% in the first quarter of 2014. Diluted earnings per ADS were US$0.06 compared to US$0.30 per ADS in the fourth quarter of 2014 and US$0.12 per ADS in the first quarter of 2014.
Balance Sheet
As of March 31, 2015, the Company reported US$432.8 million in cash and cash equivalents (including restricted cash) compared to US$509.4 million as of December 31, 2014. Total debt outstanding was US$1,683.5 million, an increase of US$174.7 million compared to US$1,508.8 million at the end of the fourth quarter of 2014. The balance of the Company’s real estate property under development at the end of the first quarter 2015 was US$2,045.4 million compared to US$1,714.6 million at the end of the fourth quarter of 2014.
| 3 |
Project Status
Below is a summary table of projects that were active and available for sale in the first quarter of 2015.
| Project | GFA | Contract Sales | Project Cost % Complete | ||||
| (m2 000) | (US$ millions) | ||||||
| Total Active Project | Sold to date | Total Active Project | Sales to date | % Sold | |||
| Zhengzhou Xin City | 208.6 | 195.8 | 355.2 | 322.8 | 90.9% | 78.1% | |
| Zhengzhou Thriving Family | 131.5 | 110.3 | 145.9 | 129.4 | 88.7% | 57.0% | |
| Xingyang Splendid I | 117.6 | 52.8 | 92.1 | 44.0 | 47.8% | 48.7% | |
| Xingyang Splendid II | 137.8 | 1.8 | 133.2 | 3.9 | 2.9% | 30.9% | |
| Kunshan Royal Palace | 284.3 | 99.7 | 499.3 | 149.4 | 29.9% | 62.5% | |
| Suzhou Xin City | 127.3 | 124.9 | 187.1 | 181.5 | 97.0% | 93.7% | |
| Suzhou Lake Royal Palace | 169.6 | 24.0 | 365.9 | 33.3 | 9.1% | 80.6% | |
| Shandong Splendid | 571.7 | 548.6 | 807.8 | 781.1 | 96.7% | 93.3% | |
| Jinan Royal Palace | 449.2 | 57.4 | 696.9 | 59.7 | 8.6% | 50.5% | |
| Xuzhou Colorful City | 129.1 | 51.2 | 209.4 | 75.4 | 36.0% | 57.7% | |
| Beijing Xindo Park | 132.1 | 79.3 | 470.8 | 289.1 | 61.4% | 83.9% | |
| Chengdu Thriving Family | 214.8 | 24.9 | 360.6 | 22.4 | 6.2% | 69.5% | |
| Changsha Xinyuan Splendid | 252.7 | 18.1 | 369.3 | 15.2 | 4.1% | 52.3% | |
| Sanya Yazhou Bay No.1 | 116.9 | 8.5 | 306.1 | 20.0 | 6.5% | 48.1% | |
| Xi’an Metropolitan* | 293.0 | 15.7 | 486.5 | 16.1 | 3.3% | 43.5% | |
| Shanghai Royal Palace | 57.8 | 5.5 | 302.3 | 18.6 | 6.2% | 77.7% | |
| Others remaining GFA | 5.7 | ||||||
| Total active projects | 3,399.7 | 1,418.5 | 5,788.4 | 2,161.9 | 37.3% | 69.2% | |
* The Company owns 51% equity interest in a joint venture, Shaanxi Zhongmao Economy Development Co., Ltd. which develops Xi'an Metropolitan. The Company accounts for its investment under the equity method.
As of March 31, 2015, the Company’s total sellable GFA was approximately 3,228,800 square meters for active projects and under planning stage projects in China. Below is a summary of all of the Company’s planning stage projects:
| Unsold GFA |
Pre sales Scheduled |
||
| (m2 000) | |||
| Xingyang Splendid III | 37.4 | Q4 2015 | |
| Zhengzhou Xindo Park (commercial) | 146.2 | Q2 2015 | |
| Newly Acquired Tianjin Land | 263.5 | Q3 2015 | |
| Zhengzhou Jiaotong college project | 167.2 | Q4 2015 | |
| Zhengzhou Nangangliu Project | 371.7 | Q4 2015 | |
| Jinan Xin Central | 261.6 | Q2 2015 | |
| Total projects under planning | 1,247.6 | ||
| Total active projects | 1,981.2 | ||
| Total all Xinyuan projects in China | 3,228.8 |
| 4 |
New York Oosten Project Update
As of March 31, 2015, 100% of the concrete superstructure has been completed as planned. The Company continues to work on the mechanical, plumbing and electrical systems, as well as the exterior window walls. Pre-sales are proceeding smoothly at a measured pace. Sales prices on a per-square-foot basis have gradually increased by about 25% on average since the Company began pre-sales on a limited basis in the third quarter of 2014, as local market conditions in New York remain strong. At the end of the first quarter 2015, the total contracted amount was approximately US$125 million.
Conference Call Information
The Company will hold a conference call at 8:00 am ET on May 15, 2015 to discuss first quarter 2015 results. Listeners may access the call by dialing:
US: 1-888-812-8534
International: 1-913-312-1400
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 22, 2015 by dialing:
US: 1-877-870-5176
International: 1-858-384-5517
Access code: 6665819
About Xinyuan Real Estate Co., Ltd.
Xinyuan Real Estate Co., Ltd. ("Xinyuan") 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 high growth cities, including Zhengzhou, Jinan, Suzhou, Kunshan, Xuzhou, Chengdu, Shanghai, Beijing, Tianjin, Changsha, Sanya, Xi'an and Hefei. The Company's U.S. development arm, XIN Development Group International, Inc., is a pioneer amongst Chinese real estate residential developers, entering the U.S. 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 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, 2014. 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.
| 5 |
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:
Xinyuan Real Estate Co., Ltd.
Mr. Nathan Lai
Investor Relations Manager
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
| 6 |
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, | ||||||||||
| 2015 | 2014 | 2014 | ||||||||||
| (unaudited) | (unaudited) | (unaudited) | ||||||||||
| Total revenue | 166,718 | 362,900 | 226,412 | |||||||||
| Total costs of revenue | (118,737 | ) | (266,820 | ) | (167,043 | ) | ||||||
| Gross profit | 47,981 | 96,080 | 59,369 | |||||||||
| Selling and distribution expenses | (7,267 | ) | (17,361 | ) | (4,781 | ) | ||||||
| General and administrative expenses | (20,398 | ) | (35,725 | ) | (19,494 | ) | ||||||
| Operating income | 20,316 | 42,994 | 35,094 | |||||||||
| Interest income | 5,448 | 8,711 | 1,531 | |||||||||
| Interest expense | (5,459 | ) | (6,189 | ) | (8,641 | ) | ||||||
| Net realized gain on short-term investments | 117 | 3,128 | - | |||||||||
| Unrealized gain (loss) on short-term investments | 22 | (1,983 | ) | - | ||||||||
| Other income | 4,758 | 105 | - | |||||||||
| Loss on extinguishment of debt | - | (9,849 | ) | - | ||||||||
| Exchange gains | 26 | 656 | - | |||||||||
| Share of loss of an equity investee | (88 | ) | (1,047 | ) | (217 | ) | ||||||
| Income from operations before income taxes | 25,140 | 36,526 | 27,767 | |||||||||
| Income taxes | (20,632 | ) | (12,685 | ) | (17,717 | ) | ||||||
| Net income | 4,508 | 23,841 | 10,050 | |||||||||
| Net (income)/loss attributable to non-controlling interest | (15 | ) | 19 | - | ||||||||
| Net income attributable to Xinyuan Real Estate Co., Ltd. shareholders | 4,493 | 23,860 | 10,050 | |||||||||
| Earnings per ADS: | ||||||||||||
| Basic | 0.06 | 0.32 | 0.13 | |||||||||
| Diluted | 0.06 | 0.30 | 0.12 | |||||||||
| ADS used in computation: | ||||||||||||
| Basic | 73,513 | 74,446 | 77,801 | |||||||||
| Diluted | 73,579 | 81,660 | 90,810 | |||||||||
| 7 |
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, | |||||||
| 2015 | 2014 | |||||||
| (unaudited) | (audited) | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | 139,840 | 140,495 | ||||||
| Restricted cash | 292,962 | 368,874 | ||||||
| Short-term investment | 11,468 | 6,008 | ||||||
| Accounts receivable | 9,232 | 15,457 | ||||||
| Other receivables | 124,792 | 134,819 | ||||||
| Restricted deposit | 69,096 | 69,358 | ||||||
| Deposits for land use rights | 192,729 | 299,739 | ||||||
| Other deposits and prepayments | 201,462 | 152,290 | ||||||
| Advances to suppliers | 44,071 | 29,787 | ||||||
| Real estate property held for sale | - | 1,185 | ||||||
| Real estate property development completed | 11,948 | 12,309 | ||||||
| Real estate property under development | 2,045,431 | 1,714,575 | ||||||
| Amounts due from related parties | 99,458 | 125,374 | ||||||
| Amounts due from employees | 1,428 | 50 | ||||||
| Other current assets | 196 | 139 | ||||||
| Total current assets | 3,244,113 | 3,070,459 | ||||||
| Real estate properties held for lease, net | 77,123 | 69,224 | ||||||
| Property and equipment, net | 45,058 | 46,476 | ||||||
| Other long-term investment | 242 | 242 | ||||||
| Investment in joint venture | 4,122 | 4,226 | ||||||
| Deferred tax assets | 13,660 | 13,642 | ||||||
| Deferred charges | 18,139 | 16,677 | ||||||
| Other assets | 10,141 | 10,580 | ||||||
| TOTAL ASSETS | 3,412,598 | 3,231,526 | ||||||
| 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, | |||||||
| 2015 | 2014 | |||||||
| (unaudited) | (audited) | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | 291,227 | 351,506 | ||||||
| Short-term bank loans and other debt | 281,924 | 293,450 | ||||||
| Customer deposits | 147,032 | 107,163 | ||||||
| Income tax payable | 65,098 | 62,429 | ||||||
| Deferred tax liabilities | 108,747 | 91,202 | ||||||
| Other payables and accrued liabilities | 95,009 | 74,089 | ||||||
| Payroll and welfare payable | 3,593 | 18,457 | ||||||
| Current portion of long-term bank loans and other debt | 571,683 | 586,841 | ||||||
| Current maturities of capital lease obligations | 2,999 | 3,010 | ||||||
| Redeemable non-controlling interests | 4,070 | 4,486 | ||||||
| Total current liabilities | 1,571,382 | 1,592,633 | ||||||
| Non- current liabilities | ||||||||
| Long-term bank loans | 43,633 | 52,296 | ||||||
| Other long term debt | 786,293 | 576,204 | ||||||
| Deferred tax liabilities | 12,174 | 9,825 | ||||||
| Unrecognized tax benefits | 13,964 | 14,005 | ||||||
| Capital lease obligations, net of current maturities | 22,696 | 23,500 | ||||||
| Redeemable non-controlling interests | 3,093 | 2,451 | ||||||
| TOTAL LIABILITIES | 2,453,235 | 2,270,914 | ||||||
| Shareholders’ equity | ||||||||
| Common shares | 16 | 16 | ||||||
| Treasury shares | (20,696 | ) | (20,696 | ) | ||||
| Additional paid-in capital | 531,400 | 530,670 | ||||||
| Statutory reserves | 72,821 | 72,829 | ||||||
| Retained earnings | 274,068 | 273,255 | ||||||
| Accumulated other comprehensive income | 98,669 | 104,557 | ||||||
| Total Xinyuan Real Estate Co., Ltd. shareholders’ equity | 956,278 | 960,631 | ||||||
| Non-controlling interest | 3,085 | (19 | ) | |||||
| Total equity | 959,363 | 960,612 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 3,412,598 | 3,231,526 | ||||||
| 9 |