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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
FOR THE MONTH OF DECEMBER 2023
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 ¨
Exhibit Index
| Exhibit No. | Description |
| 99.1 | Press Release of Xinyuan Real Estate Co., Ltd. dated December 27, 2023 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| XINYUAN REAL ESTATE CO., LTD. | ||
| By: | /s/ Yong Zhang | |
| Name: | Yong Zhang | |
| Title: | CEO | |
Date: December 27, 2023
Exhibit 99.1
Xinyuan Real Estate Co., Ltd. Announces First Half 2023 Financial Results
Beijing, December 27, 2023 -- Xinyuan Real Estate Co., Ltd. (“Xinyuan” or “the Company”) (NYSE: XIN), an NYSE-listed real estate developer operating primarily in China with projects in the United States, today announced its unaudited financial results for the six months ended June 30, 2023.
First Half of 2023 Highlights
| • | Gross profit increased by US$29.0 million to US$76.6 million, or 19.7% of total revenue for the first half of 2023 from US$47.6 million, or 8.1% of total revenue for the first half of 2022. |
| • | Selling, general, and administrative (“SG&A”) expenses significantly decreased by 69.2% to US$21.9 million for the first half of 2023 from US$71.0 million for the first half of 2022. As a percentage of total revenue, SG&A expenses were 5.6% and 12.2% for the first half of 2023 and 2022, respectively. |
| • | Total debt outstanding was US$2,044.0 million as of June 30, 2023, a decrease of 4.5% from US$2,140.4 million as of December 31, 2022. |
Financial Results for the First Half of 2023
Revenue
For the first half of 2023, the Company’s total revenue decreased by 33.5% to US$388.2 million, compared to US$584.1 million for the first half of 2022, and the Company’s average selling price per square meter for real estate properties sold in China increased by 45.6% to RMB15,413 (US$2,226), compared to RMB10,585 (US$1,633) for the first half of 2022. The decrease in revenue was mainly due to a significant decline in signings, which were affected by the overall downturn in the real estate industry.
Gross Profit
Gross profit increased by US$29.0 million to US$76.6 million, or 19.7% of total revenue for the first half of 2023 from US$47.6 million, or 8.1% of total revenue for the first half of 2022. Mainly due to optimization of project costs.
SG&A Expenses
SG&A expenses significantly decreased by 69.2% to US$21.9 million for the first half of 2023 from US$71.0 million for the first half of 2022. As a percentage of total revenue, SG&A expenses were 5.6% and 12.2% for the first half of 2023 and 2022, respectively. The main reason is that the Company took various measures to control SG&A expenses, such as salary cuts and stricter control of office expenses.
Net Loss
Net loss decreased by US$125.8 million to US$46.7 million for the first half of 2023 from US$172.5 million for the first half of 2022.
Balance Sheets
As of June 30, 2023, the Company’s cash and restricted cash decreased to US$380.8 million from US$560.7 million as of December 31, 2022.
Total debt outstanding was US$2,044.0 million as of June 30, 2023, a decrease of 4.5% from US$2,140.4 million as of December 31, 2022.
The balance of the Company’s real estate properties completed and under development at the end of the second quarter of 2023 was US$3,112.7 million compared to US$3,277.1 million as of December 31, 2022.
Completion of Exchange Offer and Consent Solicitation of Certain Notes
The Company has been proactively making effort to resolve debts both from domestic and foreign institutions since June 2022, and has reached or agreed into resolutions or settlements with institutions through various approaches.
On June 12, 2023, the Company announced an exchange offer to holders of the senior secured notes issued by the Company. The Exchange Offer expired at 5:00 p.m., Hong Kong time, on June 28, 2023 (the “Exchange Expiration Deadline”). As of the Exchange Expiration Deadline, US$307,363,580, or 46.6%, of the total aggregate outstanding principal amount of the Existing Notes were validly tendered for exchange for the Exchange Consideration. On August 18, 2023, US$307,363,580 of the total aggregate outstanding principal amount of the Existing Notes were exchanged and the Company (i) delivered the New Notes in the aggregate principal amount of US$331,303,941 and (ii) made a payment of Consent Fees in cash in the amount of US$1,536,863.12 in full satisfaction of the Exchange Consideration to the Eligible Holders whose Existing Notes had been validly tendered and accepted for exchange. Capitalized terms used but not defined herein have the meanings ascribed to them in Exhibit 99.1 of the Company’s report of foreign private issuer on Form 6-K filed on August 22, 2023.
This debt restructuring brought approximately US$140 million debt restructuring income to the Company, increasing the Company’s equity significantly. The pro forma financial statements after recording this debt featuring are shown below.
About Xinyuan Real Estate Co., Ltd.
Xinyuan is an NYSE-listed real estate developer primarily in China with projects in the United States. In China, Xinyuan develops and manages large-scale, high-quality real estate projects in over ten tier one and tier two cities, including Beijing, Shanghai, Tianjin, Zhengzhou, Jinan, Qingdao, Chengdu, Xi’an, Suzhou, Dalian, Zhuhai and Foshan. Xinyuan was one of the first Chinese real estate developers to enter the U.S. market and over the past few years has been active in real estate development in New York. Xinyuan aims to provide comfortable and convenient real estate related products and services to middle-class consumers. 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 include statements about future debt and financial position, potential future collaborative efforts, 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 successfully enter new geographic markets, develop new business lines 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; the impact of pandemics, such as the COVID-19 pandemic, on the real estate market and the economies in our markets; fluctuations in general economic and business conditions in the markets in which we operate; and other risks outlined in our public filings with the U.S. Securities and Exchange Commission, including our annual report on Form 20-F for the year ended December 31, 2022. 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 and has not undergone external review. 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:
Xinyuan Real Estate Co., Ltd.
Investor Relations
Tel: +86 (10) 8588-9376
Email: irteam@xyre.com
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)
| Six months ended | ||||||||
| June 30, | June 30, | |||||||
| 2023 | 2022 | |||||||
| (unaudited) | (unaudited) | |||||||
| Total revenue | 388,241 | 584,123 | ||||||
| Total costs of revenue | (311,640 | ) | (536,560 | ) | ||||
| Gross profit | 76,601 | 47,563 | ||||||
| Selling and distribution expenses | (2,264 | ) | (19,374 | ) | ||||
| General and administrative expenses | (19,642 | ) | (51,669 | ) | ||||
| Gain/(loss) on disposal of property held for lease | - | (256 | ) | |||||
| Operating income/(loss) | 54,695 | (23,736 | ) | |||||
| Interest income | 2,858 | 1,159 | ||||||
| Interest expenses | (85,290 | ) | (83,770 | ) | ||||
| Loss on short-term investments | (2,185 | ) | (69,828 | ) | ||||
| Gain on extinguishment of debt | 2,897 | - | ||||||
| Debt restructuring income | 8,755 | - | ||||||
| Other (expenses)/income | (1,774 | ) | 729 | |||||
| Exchange gain | 17,975 | 22,040 | ||||||
| Share of loss of equity investees | (7,846 | ) | (23,356 | ) | ||||
| Income/(loss) from operations before income taxes | (9,915 | ) | (176,762 | ) | ||||
| Income tax (expenses)/benefits | (36,765 | ) | 4,274 | |||||
| Net loss | (46,680 | ) | (172,488 | ) | ||||
| Net income/(loss) attributable to non-controlling interest | 8,045 | (11,849 | ) | |||||
| Net income/(loss) attributable to Xinyuan Real Estate Co., Ltd. shareholders | (38,635 | ) | (184,337 | ) | ||||
| Income/(loss) per ADS: | ||||||||
| Basic | (7.17 | ) | (3.45 | ) | ||||
| Diluted | (7.17 | ) | (3.45 | ) | ||||
| ADS used in computation: | ||||||||
| Basic | 5,388 | 53,466 | ||||||
| Diluted | 5,388 | 53,466 | ||||||
XINYUAN REAL ESTATE CO., LTD. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(All US$ amounts and number of shares data in thousands)
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| (unaudited) | (audited) | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and restricted cash | 380,777 | 560,728 | ||||||
| Short-term investments | 9,304 | 11,993 | ||||||
| Accounts receivable | 12,004 | 32,588 | ||||||
| Other receivables | 372,267 | 383,513 | ||||||
| Deposits for land use rights | 31,340 | 33,858 | ||||||
| Other deposits and prepayments | 282,848 | 322,170 | ||||||
| Advances to suppliers | 48,024 | 54,229 | ||||||
| Real estate properties development completed and under development | 3,112,657 | 3,277,057 | ||||||
| Amounts due from related parties | 193,246 | 203,719 | ||||||
| Amounts due from employees | 4,140 | 1,466 | ||||||
| Other current assets | 13,987 | 7,886 | ||||||
| Total current assets | 4,460,594 | 4,889,207 | ||||||
| Restricted cash, non-current | - | - | ||||||
| Real estate properties held for lease, net | 341,954 | 373,468 | ||||||
| Property and equipment, net | 26,141 | 28,831 | ||||||
| Long-term investment | 82,605 | 92,473 | ||||||
| Deferred tax assets | 299,623 | 304,516 | ||||||
| Deposits for land use rights and properties | 31,830 | 33,024 | ||||||
| Amounts due from related parties | 12,135 | 15,056 | ||||||
| Contract cost assets | 64,880 | 52,516 | ||||||
| Operating lease right-of-use assets | 2,997 | 5,708 | ||||||
| Other assets | 54,642 | 55,479 | ||||||
| TOTAL ASSETS | 5,377,401 | 5,850,278 | ||||||
XINYUAN REAL ESTATE CO., LTD. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(All US$ amounts and number of shares data in thousands)
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| (unaudited) | (audited) | |||||||
| LIABILITIES AND | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and notes payable | 954,951 | 950,184 | ||||||
| Short-term bank loans and other debt | 62,042 | 81,598 | ||||||
| Customer deposits | 927,284 | 1,280,517 | ||||||
| Income tax payable | 212,954 | 241,221 | ||||||
| Other payables and accrued liabilities | 563,511 | 489,623 | ||||||
| Payroll and welfare payable | 10,969 | 16,432 | ||||||
| Current portion of long-term bank loans and other debt | 1,466,390 | 1,653,120 | ||||||
| Lease liability, current portion | 2,032 | 3,781 | ||||||
| Mandatorily redeemable non-controlling interests | 10,217 | 9,864 | ||||||
| Amounts due to related parties | 73,320 | 66,620 | ||||||
| Total current liabilities | 4,283,670 | 4,792,960 | ||||||
| Non-current liabilities | ||||||||
| Long-term bank loans | 337,699 | 146,603 | ||||||
| Other long-term debt | 177,833 | 259,081 | ||||||
| Deferred tax liabilities | 414,267 | 429,975 | ||||||
| Unrecognized tax benefits | 147,327 | 135,562 | ||||||
| Lease liability | 1,691 | 3,310 | ||||||
| Amounts due to related parties | - | - | ||||||
| TOTAL LIABILITIES | 5,362,487 | 5,767,491 | ||||||
| Shareholders’ equity | ||||||||
| Common shares | 16 | 16 | ||||||
| Treasury shares | (116,062 | ) | (116,062 | ) | ||||
| Additional paid-in capital | 544,955 | 544,955 | ||||||
| Statutory reserves | 179,320 | 179,457 | ||||||
| Retained earnings | (696,600 | ) | (656,638 | ) | ||||
| Accumulated other comprehensive loss | (37,804 | ) | (21,615 | ) | ||||
| Total Xinyuan Real Estate Co., Ltd. shareholders’ equity | (126,175 | ) | (69,887 | ) | ||||
| Non-controlling interest | 141,089 | 152,674 | ||||||
| Total equity | 14,914 | 82,787 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 5,377,401 | 5,850,278 | ||||||
XINYUAN REAL ESTATE CO., LTD. AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(The pro forma financial statement after recording this debt restructuring)
(All US$ amounts and number of shares data in thousands, except per share data)
| June 30, | ||||
| 2023 | ||||
| (pro forma) | ||||
| Total revenue | 388,241 | |||
| Total costs of revenue | (311,640 | ) | ||
| Gross profit | 76,601 | |||
| Selling and distribution expenses | (2,264 | ) | ||
| General and administrative expenses | (19,642 | ) | ||
| Operating income/(loss) | 54,695 | |||
| Interest income | 2,858 | |||
| Interest expenses | (85,290 | ) | ||
| Loss on short-term investments | (2,185 | ) | ||
| Gain on extinguishment of debt | 2,897 | |||
| Debt restructuring income | 149,499 | |||
| Other (expenses)/income | (1,774 | ) | ||
| Exchange gain | 17,975 | |||
| Share of loss of equity investees | (7,846 | ) | ||
| Income/(loss) from operations before income taxes | 130,829 | |||
| Income tax (expenses)/benefits | (36,765 | ) | ||
| Net income | 94,064 | |||
| Net income/(loss) attributable to non-controlling interest | 8,045 | |||
| Net income/(loss) attributable to Xinyuan Real Estate Co., Ltd. shareholders | 102,109 | |||
| Income/(loss) per ADS: | ||||
| Basic | 18.95 | |||
| Diluted | 18.95 | |||
| ADS used in computation: | ||||
| Basic | 5,388 | |||
| Diluted | 5,388 | |||
XINYUAN REAL ESTATE CO., LTD. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(The pro forma financial statement after recording this debt restructuring)
(All US$ amounts and number of shares data in thousands)
| June 30, | ||||
| 2023 | ||||
| (pro forma) | ||||
| ASSETS | ||||
| Current assets | ||||
| Cash and restricted cash | 380,777 | |||
| Short-term investments | 9,304 | |||
| Accounts receivable | 12,004 | |||
| Other receivables | 372,267 | |||
| Deposits for land use rights | 31,340 | |||
| Other deposits and prepayments | 282,848 | |||
| Advances to suppliers | 48,024 | |||
| Real estate properties development completed and under development | 3,112,657 | |||
| Amounts due from related parties | 193,246 | |||
| Amounts due from employees | 4,140 | |||
| Other current assets | 13,987 | |||
| Total current assets | 4,460,594 | |||
| Restricted cash, non-current | - | |||
| Real estate properties held for lease, net | 341,954 | |||
| Property and equipment, net | 26,141 | |||
| Long-term investment | 82,605 | |||
| Deferred tax assets | 299,623 | |||
| Deposits for land use rights and properties | 31,830 | |||
| Amounts due from related parties | 12,135 | |||
| Contract cost assets | 64,880 | |||
| Operating lease right-of-use assets | 2,997 | |||
| Other assets | 54,642 | |||
| TOTAL ASSETS | 5,377,401 | |||
XINYUAN REAL ESTATE CO., LTD. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(The pro forma financial statement after recording this debt restructuring)
(All US$ amounts and number of shares data in thousands)
| June 30, | ||||
| 2023 | ||||
| (pro forma) | ||||
| LIABILITIES AND | ||||
| SHAREHOLDERS’ EQUITY | ||||
| Current liabilities | ||||
| Accounts payable and notes payable | 954,951 | |||
| Short-term bank loans and other debt | 62,042 | |||
| Customer deposits | 927,284 | |||
| Income tax payable | 212,954 | |||
| Other payables and accrued liabilities | 563,511 | |||
| Payroll and welfare payable | 10,969 | |||
| Current portion of long-term bank loans and other debt | 1,144,807 | |||
| Lease liability, current portion | 2,032 | |||
| Mandatorily redeemable non-controlling interests | 10,217 | |||
| Amounts due to related parties | 73,320 | |||
| Total current liabilities | 3,962,087 | |||
| Non-current liabilities | ||||
| Long-term bank loans | 337,699 | |||
| Other long-term debt | 358,672 | |||
| Deferred tax liabilities | 414,267 | |||
| Unrecognized tax benefits | 147,327 | |||
| Lease liability | 1,691 | |||
| Amounts due to related parties | - | |||
| TOTAL LIABILITIES | 5,221,743 | |||
| Shareholders’ equity | ||||
| Common shares | 16 | |||
| Treasury shares | (116,062 | ) | ||
| Additional paid-in capital | 544,955 | |||
| Statutory reserves | 179,320 | |||
| Retained earnings | (555,856 | ) | ||
| Accumulated other comprehensive loss | (37,804 | ) | ||
| Total Xinyuan Real Estate Co., Ltd. shareholders’ equity | 14,569 | |||
| Non-controlling interest | 141,089 | |||
| Total equity | 155,658 | |||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 5,377,401 | |||