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 August 2011
Commission File Number: 001-34936
NOAH HOLDINGS LIMITED
6th Floor, Times Finance Center
No. 68 Middle Yincheng Road
Pudong, Shanghai 200120, People’s Republic of China
(86-21) 3860-2301
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
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): ¨
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): ¨
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.
| NOAH HOLDINGS LIMITED | ||
| By: | /s/ Tao Thomas Wu | |
| Name: | Tao Thomas Wu | |
| Title: | Chief Financial Officer | |
Date: August 2, 2011
EXHIBIT INDEX
Exhibit 99.1 – Press Release regarding Noah’s financial results for the second quarter of 2011
Exhibit 99.1
NOAH HOLDINGS LIMITED ANNOUNCES FINANCIAL RESULTS FOR THE
SECOND QUARTER OF 2011
SHANGHAI, CHINA — August 1, 2011 — Noah Holdings Limited (“Noah” or the “Company”) (NYSE: NOAH), the leading independent service provider focusing on distributing wealth management products to the high net worth population in China, today announced its unaudited financial results for the second quarter 2011.
SECOND QUARTER 2011 FINANCIAL HIGHLIGHTS
| • | Net revenues in the second quarter of 2011 were US$23.3 million, a 199.1% increase from the corresponding period in 2010. |
| • | Income from operations in the second quarter of 2011 was US$10.6 million, a 346.4% increase from the corresponding period in 2010. |
| • | Net income attributable to Noah shareholders in the second quarter of 2011 was US$8.9 million, a 367.4% increase from the corresponding period in 2010. Non-GAAP1 net income attributable to Noah shareholders in the second quarter of 2011 was US$9.3 million, a 213.6% increase from the corresponding period in 2010. |
| • | Net income per basic and diluted ADS in the second quarter of 2011 were both US$0.16. Non-GAAP net income per diluted ADS in the second quarter of 2011 was US$0.16. |
SECOND QUARTER 2011 OPERATIONAL HIGHLIGHTS
| • | Total number of registered clients as of June 30, 2011 increased by 80.3% year-over-year to 22,276; this figure includes 21,600 registered individual clients, 611 registered enterprise clients and 65 wholesale clients that have entered into cooperation agreements with the Company. |
| • | Active clients2 during the second quarter of 2011 were 1,173, a 242.0% increase from the corresponding period in 2010. |
| • | The aggregate value of wealth management products distributed by the Company during the second quarter of 2011 was RMB7.9 billion (approximately US$1.2 billion)3, a 109.5% increase from the corresponding period in 2010. Of this aggregate value, fixed income products accounted for 34.0%, private equity fund products accounted for 58.8%, and securities investment funds and investment-linked insurance products accounted for 7.2%. |
| • | The average transaction value per client4 in the second quarter of 2011 was RMB6.7 million (approximately US$1.0 million), a 38.7% decrease from the corresponding period in 2010. |
| • | Coverage network as of June 30, 2011 included 45 branches, up from 25 branches as of June 30, 2010. The number of relationship managers increased to 449 as of June 30, 2011, up 57.5% year-over-year. |
| 1 | Noah’s Non-GAAP financial measures are its corresponding GAAP financial measures as adjusted by excluding the effects of all forms of share-based compensation and gain (loss) on change in fair value of derivative liabilities. |
| 2 | “Active clients” refers to those registered clients who purchased wealth management products distributed by Noah during any given period. |
| 3 | The amount in RMB was translated into U.S. dollars using the average rate for the period as set forth in the H.10 statistical release of the Federal Reserve Board. |
| 4 | “Average transaction value per client” refers to the average value of wealth management products distributed by Noah that are purchased by active clients during a given period. |
Ms. Jingbo Wang, Co-founder, Chairwoman of the board of directors and Chief Executive Officer, commented, “We made significant progress in increasing our product scale and activating our client base. We will continue to focus on both client breadth and depth by distributing quality, differentiated and innovative products.”
Mr. Tom Wu, Chief Financial Officer, said, “We achieved a very strong quarter with over US$1.2 billion transaction value, revenue growth of around 199.1% year over year and non-GAAP net income of US$9.3 million. This reflects the strength of our increasing platform and brand with our clients and product providers.”
SECOND QUARTER 2011 FINANCIAL RESULTS
Net Revenues
Net revenues for the second quarter of 2011 were US$23.3 million, a 199.1% increase from the corresponding period in 2010. The year-over-year increase was attributable to an increase of US$12.1 million in one-time commissions and an increase of US$3.4 million in recurring service fees.
Net revenues from one-time commissions for the second quarter of 2011 were US$18.0 million, a 204.6% increase from the corresponding period in 2010. The year-over-year increase was primarily driven by a significant increase in the number of active clients.
Net revenues from recurring service fees for the second quarter of 2011 were US$5.3 million, a 178.4% increase from the corresponding period in 2010. The year-over-year increase was mainly due to the cumulative effect of private equity fund and securities investment fund products distributed previously.
Operating Margin
Operating margin for the second quarter of 2011 was 45.3%, as compared to 30.4% for the corresponding period in 2010. Operating margin increased year-over-year primarily reflecting the Company’s robust revenue growth and, to a certain extent, improving economies of scale.
Operating cost and expenses for the second quarter of 2011, including cost of revenues, selling expenses, G&A expenses and other operating income, were US$12.7 million, a 134.8% increase from the corresponding period in 2010.
Cost of revenues for the second quarter of 2011 totaled US$4.4 million, a 224.0% increase from the corresponding period in 2010. The year-over-year increase was primarily due to increases in product-specific marketing costs and compensation expenses paid to relationship managers mainly as a result of the expansion of the Company’s relationship managers and the increase of the aggregate value of wealth management products distributed in the quarter.
Selling expenses for the second quarter of 2011 were US$4.8 million, a 193.6% increase from the corresponding period in 2010. The year-over-year increase was primarily due to increases in personnel expenses, general marketing expenses and rental expenses as a result of the Company’s network expansions. Selling expenses as a percentage of net revenues for the quarter was 20.4%, as compared to 20.8% for the corresponding period in 2010.
G&A expenses for the second quarter of 2011 were US$3.6 million, a 43.2% increase from the corresponding period in 2010. The year-over-year increase was primarily due to increases in employee compensation expenses attributable to G&A expenses, and to a lesser extent, due to increases in audit fees and investor relations expenditures, partially offset by a decrease in share-based compensation expenses. G&A expenses as a percentage of net revenues for the quarter was 15.6%, as compared to 32.6% for the corresponding period in 2010. The decrease of G&A expenses as a percentage of net revenues was mainly due to the Company’s robust revenue growth and, to a certain extent, improving economies of scale.
Gain (Loss) on Change in Fair Value of Derivative Liabilities
In the second quarter of 2011, the Company did not record any charge on change in fair value of derivative liabilities as it did for the corresponding period in 2010. The series A preferred shares that had triggered the accounting treatment of derivative liabilities were converted into ordinary share upon the Company’s initial public offering, so there is no such charge after the Company’s initial public offering in November 2010. In the second quarter of 2010, a gain of US$0.2 million was recorded.
Income Tax Expenses
Income tax expenses for the second quarter of 2011 were US$3.2 million, a 323.3% increase from the corresponding period in 2010. The year-over-year increase was primarily due to an increase in taxable income.
Net Income
Net income attributable to Noah shareholders for the second quarter of 2011 was US$8.9 million, a 367.4% increase from the corresponding period in 2010. Net margin for the second quarter of 2011 was 38.4%, as compared to 24.6% for the corresponding period in 2010. Income per basic and diluted ADS for the second quarter of 2011 were both US$0.16.
Non-GAAP net income attributable to Noah shareholders for the second quarter of 2011 was US$9.3 million, a 213.6% increase from the corresponding period in 2010. Non-GAAP net margin for the second quarter of 2011 was 40.1%, as compared to 38.2% for the corresponding period in 2010. Non-GAAP income per diluted ADS for the second quarter of 2011 was US$0.16.
Balance Sheet and Cash Flow
As of June 30, 2011, the Company had US$128.1 million in cash and cash equivalents, an increase of US$2.6 million from US$125.5 million as of March 31, 2011. In the second quarter of 2011, the Company generated US$5.5 million in its operating activities, received US$2.3 million in proceeds from sale of fixed income products, invested US$4.2 million in fixed income products and used US$0.7 million to acquire property and equipment.
2011 FORECAST UPWARD REVISION
The Company revises its estimate of 2011 non-GAAP net income attributable to Noah shareholders to be in a range of $24 million and $26.5 million, up from its previous estimate of $21 million to $25 million. The revised estimate represents a year-over-year increase in the range of 79.6% and 98.3%. This revision reflects management’s current business outlook and is subject to change.
CONFERENCE CALL
Senior management will host a conference call on Monday, August 1, 2011 at 8:00 PM (Eastern) / 5:00 PM (Pacific) / 8:00 AM (Hong Kong on Tuesday, August 2) to discuss its second quarter 2011 financial results and recent business activity. The conference call may be accessed by calling the following numbers:
| Toll Free |
Toll | |||
| United States | +1-800-265-0241 | +1-617-847-8704 | ||
| China | 10-800-130-0399 | |||
| South China | China Telecom 10-800-120-2655 / 10-800-152-1490 |
|||
| North China | China Netcom 10-800-852-1490 / 10-800-712-2655 |
|||
| Hong Kong | ###-##-#### | |||
| United Kingdom | 080-8234-7616 | |||
| Participant Passcode | “NOAH” |
A telephone replay will be available shortly after the call until Aug 9, 2011 at +1-888-286-8010 (US Toll Free) or +1-617-801-6888(International). Passcode: 10695029.
A live webcast of the conference call and replay will be available in the investor relations section of the Company’s website at http://ir.noahwm.com.
DISCUSSION OF NON-GAAP FINANCIAL MEASURES:
In addition to disclosing financial results prepared in accordance with U.S. GAAP, the Company’s earnings release contains non-GAAP financial measures that exclude the effects of all forms of share-based compensation and loss or gain on change in fair value of derivative liabilities. The reconciliation of these non-GAAP financial measures to the nearest GAAP measures is set forth in the table captioned “Reconciliation of GAAP to Non-GAAP Results” below.
The non-GAAP financial measures disclosed by the Company should not be considered a substitute for financial measures prepared in accordance with U.S. GAAP. The financial results reported in accordance with U.S. GAAP and reconciliation of GAAP to non-GAAP results should be carefully evaluated. The non-GAAP financial measure used by the Company may be prepared differently from and, therefore, may not be comparable to similarly titled measures used by other companies.
When evaluating the Company’s operating performance in the periods presented, management reviewed non-GAAP net income results reflecting adjustments to exclude the impacts of share-based compensation and change in fair value of derivative liabilities to supplement U.S. GAAP financial data. As such, the Company believes that the presentation of the non-GAAP net income (loss), non-GAAP income (loss) per diluted ADS and non-GAAP net margin provides important supplemental information to investors regarding financial and business trends relating to the Company’s financial condition and results of operations in a manner consistent with that used by management. Pursuant to U.S. GAAP, the Company recognized significant amounts of expenses for the restricted shares and of loss (gain) on change in fair value of derivative liabilities in the periods presented. As the series A preferred shares that had triggered the accounting treatment of derivative liabilities were converted into ordinary share upon the Company’s initial public offering in November 2010, the Company does not expect to incur similar expenses in the future. To make financial results comparable period by period, the Company utilized the non-GAAP financial results to better understand its historical business operations.
FILING OF ANNUAL STATEMENT ON FORM 20-F
On May 17, 2011, the Company filed its annual report on Form 20-F that includes its audited financial statements with the Securities and Exchange Commission. The annual report is available on the Company’s website at http://ir.noahwm.com. Holders of the Company’s securities may request a hard copy of the Company’s annual report free of charge.
ABOUT NOAH HOLDINGS LIMITED
Noah Holdings Limited is the leading independent service provider focusing on distributing wealth management products to the high net worth population in China. Noah distributes over-the-counter wealth management products that are originated in China, including primarily fixed income products, private equity funds and securities investment funds. With over 400 relationship managers in 45 branch offices, Noah’s total coverage network encompasses China’s most economically developed regions where the high net worth population is concentrated. Through this extensive coverage network, product sophistication, and client knowledge, the Company caters to the wealth management needs of China’s high net worth population. For more information please visit the Company’s website at http://www.noahwm.com.
SAFE HARBOR STATEMENT
This announcement 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. Among other things, the outlook for the year 2011 and quotations from management in this announcement, as well as Noah’s strategic and operational plans, contain forward-looking statements. Noah may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Noah’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: our goals and strategies; our future business development, financial condition and results of operations; the expected growth of the wealth management market in China and internationally; our expectations regarding demand for and market acceptance of the products we distribute; our expectations regarding keeping and strengthening our relationships with key clients; relevant government policies and regulations relating to our industry; our ability to attract and retain quality employees; our ability to stay abreast of market trends and technological advances; our plans to invest in research and development to enhance our product choices and service offerings; competition in our industry in China and internationally; general economic and business conditions in China; and our ability to effectively protect our intellectual property rights and not infringe on the intellectual property rights of others. Further information regarding these and other risks is included in Noah’s filings with the Securities and Exchange Commission, including its annual report on Form 20-F. Noah does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law. All information provided in this press release and in the attachments is as of the date of this press release, and Noah undertakes no duty to update such information, except as required under applicable law.
Contacts:
Noah Holdings Limited
Shang Chuang, Director of IR
Tel: +86 21 3860 2388
ir@noahwm.com
— FINANCIAL AND OPERATIONAL TABLES FOLLOW —
Noah Holdings Limited
Condensed Consolidated Balance Sheets
(In U.S. dollars except for share data)
(unaudited)
| As of | ||||||||
| March 31, 2011 | June 30, 2011 | |||||||
| $ | $ | |||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
125,518,608 | 128,124,844 | ||||||
| Restricted cash |
76,356 | 77,357 | ||||||
| Fixed-term deposits |
4,734,053 | 4,796,163 | ||||||
| Short-term investments |
4,963,120 | 10,123,076 | ||||||
| Accounts receivable, net of allowance for doubtful accounts of nil at March 31, 2011 and June 30, 2011 |
10,160,640 | 12,366,703 | ||||||
| Deferred tax assets |
1,271,451 | 1,263,257 | ||||||
| Amounts due from related parties |
180,760 | 247,122 | ||||||
| Other current assets |
1,866,738 | 2,747,964 | ||||||
|
|
|
|
|
|||||
| Total current assets |
148,771,726 | 159,746,486 | ||||||
| Long-term investments |
4,497,350 | 1,373,288 | ||||||
| Investment in affiliates |
1,022,723 | 1,903,328 | ||||||
| Property and equipment, net |
1,883,090 | 2,214,145 | ||||||
| Non-current deferred tax assets |
300,208 | 466,185 | ||||||
| Other non-current assets |
833,465 | 961,717 | ||||||
|
|
|
|
|
|||||
| Total Assets |
157,308,562 | 166,665,149 | ||||||
|
|
|
|
|
|||||
| Liabilities and Equity |
||||||||
| Current liabilities: |
||||||||
| Accrued payroll and welfare expenses |
3,432,329 | 7,740,356 | ||||||
| Income tax payable |
7,772,233 | 3,132,627 | ||||||
| Deferred tax liabilities |
32,549 | 32,977 | ||||||
| Other current liabilities |
5,503,075 | 4,530,061 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
16,740,186 | 15,436,021 | ||||||
| Uncertain tax position liabilities |
1,415,767 | 1,474,618 | ||||||
| Other non-current liabilities |
899,481 | 1,450,044 | ||||||
|
|
|
|
|
|||||
| Total Liabilities |
19,055,434 | 18,360,683 | ||||||
| Equity |
138,253,128 | 148,304,466 | ||||||
|
|
|
|
|
|||||
| Total Liabilities and Equity |
157,308,562 | 166,665,149 | ||||||
|
|
|
|
|
|||||
Noah Holdings Limited
Condensed Consolidated Income Statements
(In U.S. dollars, except for share data and percentages)
(unaudited)
| Three months ended | ||||||||||||
| June 30, | June 30, | Change | ||||||||||
| 2010 | 2011 | |||||||||||
| $ | $ | |||||||||||
| Revenues: |
||||||||||||
| Third-party revenues |
6,941,253 | 21,709,836 | 212.8 | % | ||||||||
| Related party revenues |
1,329,086 | 2,926,750 | 120.2 | % | ||||||||
|
|
|
|
|
|
|
|||||||
| Total revenues |
8,270,339 | 24,636,586 | 197.9 | % | ||||||||
| Less: business taxes and related surcharges |
(479,022 | ) | (1,335,257 | ) | 178.7 | % | ||||||
|
|
|
|
|
|
|
|||||||
| Net revenues |
7,791,317 | 23,301,329 | 199.1 | % | ||||||||
|
|
|
|
|
|
|
|||||||
| Operating cost and expenses: |
||||||||||||
| Cost of revenues |
(1,357,085 | ) | (4,396,542 | ) | 224.0 | % | ||||||
| Selling expenses |
(1,618,900 | ) | (4,753,026 | ) | 193.6 | % | ||||||
| General and administrative expenses |
(2,542,291 | ) | (3,641,436 | ) | 43.2 | % | ||||||
| Other operating income |
93,896 | 56,745 | (39.6 | %) | ||||||||
|
|
|
|
|
|
|
|||||||
| Total operating cost and expenses |
(5,424,380 | ) | (12,734,259 | ) | 134.8 | % | ||||||
|
|
|
|
|
|
|
|||||||
| Income from operations |
2,366,937 | 10,567,070 | 346.4 | % | ||||||||
|
|
|
|
|
|
|
|||||||
| Other income (expenses): |
||||||||||||
| Interest income |
26,015 | 403,836 | 1452.3 | % | ||||||||
| Investment income |
51,602 | 275,654 | 434.2 | % | ||||||||
| Other income (expense) |
(52 | ) | 914,117 | — | ||||||||
| Gain (loss) on change in fair value of derivative liabilities |
236,000 | — | (100.0 | %) | ||||||||
|
|
|
|
|
|
|
|||||||
| Total other income (expenses) |
313,565 | 1,593,607 | 408.2 | % | ||||||||
|
|
|
|
|
|
|
|||||||
| Income before taxes and loss from equity in affiliates |
2,680,502 | 12,160,677 | 353.7 | % | ||||||||
| Income tax expense |
(760,233 | ) | (3,217,851 | ) | 323.3 | % | ||||||
| Loss from equity in affiliates |
(7,316 | ) | (1,144 | ) | (84.4 | %) | ||||||
|
|
|
|
|
|
|
|||||||
| Net income attributable to Noah Shareholders |
1,912,953 | 8,941,682 | 367.4 | % | ||||||||
| Deemed dividend on Series A convertible redeemable preferred shares |
(54,473 | ) | — | (100.0 | %) | |||||||
|
|
|
|
|
|
|
|||||||
| Net income attributable to ordinary shareholders |
1,858,480 | 8,941,682 | 381.1 | % | ||||||||
|
|
|
|
|
|
|
|||||||
| Income per ADS, basic |
0.05 | 0.16 | 220.0 | % | ||||||||
| Income per ADS, diluted |
0.04 | 0.16 | 300.0 | % | ||||||||
| Margin analysis: | ||||||||||||
| Operating margin |
30.4 | % | 45.3 | % | ||||||||
| Net margin |
24.6 | % | 38.4 | % | ||||||||
| Weighted average ADS equivalent: [1] |
||||||||||||
| Basic |
26,955,495 | 55,747,547 | ||||||||||
| Diluted |
46,064,057 | 57,107,622 | ||||||||||
| ADS equivalent outstanding at end of period |
26,955,495 | 55,805,166 | ||||||||||
| [1] | Assumes all outstanding ordinary shares are represented by ADSs. Each ordinary share represents two ADSs |
Noah Holdings Limited
Supplemental Information
(unaudited)
| As of | ||||||||||||
| June 30, 2010 |
June 30, 2011 |
Change | ||||||||||
| Number of registered clients |
12,353 | 22,276 | 80.3 | % | ||||||||
| Number of relationship managers |
285 | 449 | 57.5 | % | ||||||||
| Number of branch offices |
25 | 45 | 80.0 | % | ||||||||
| Three months ended | ||||||||||||
| June 30, 2010 |
June 30, 2011 |
Change | ||||||||||
| (in millions of RMB, except percentages) | ||||||||||||
| Number of active clients |
343 | 1,173 | 242.0 | % | ||||||||
| Transaction value: |
||||||||||||
| Fixed income products |
1,197 | 2,679 | 123.8 | % | ||||||||
| Private equity fund products |
2,566 | 4,640 | 80.8 | % | ||||||||
| Securities investment funds and investment-linked insurance products |
1 | 568 | 567 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total transaction value |
3,764 | 7,887 | 109.5 | % | ||||||||
|
|
|
|
|
|
|
|||||||
| Average transaction value per client |
10.97 | 6.72 | (38.7 | %) | ||||||||
Noah Holdings Limited
Reconciliation of GAAP to Non-GAAP Results
(In U.S. dollars, except for share data and percentages)
(unaudited)
| Three months ended | ||||||||
| June 30, | June 30, | |||||||
| 2010 | 2011 | |||||||
| $ | $ | |||||||
| Net income attributable to Noah Shareholders |
1,912,953 | 8,941,682 | ||||||
| Adjustment for share-based compensation related to: |
||||||||
| Share options |
146,542 | 358,032 | ||||||
| Restricted shares |
1,153,059 | 35,407 | ||||||
| Adjustment for loss (gain) on change in fair value of derivative liabilities |
(236,000 | ) | — | |||||
|
|
|
|
|
|||||
| Adjusted net income attributable to Noah Shareholders (non-GAAP)* |
2,976,554 | 9,335,121 | ||||||
| Net income per ADS, diluted |
0.04 | 0.16 | ||||||
| Adjustment for share-based compensation |
0.03 | — | ||||||
| Adjustment for loss (gain) on change in fair value of derivative liabilities |
(0.01 | ) | — | |||||
|
|
|
|
|
|||||
| Adjusted net income per ADS, diluted (non-GAAP)* |
0.06 | 0.16 | ||||||
| Net margin |
24.6 | % | 38.4 | % | ||||
| Adjusted net margin (non-GAAP)* |
38.2 | % | 40.1 | % | ||||
| * | The non-GAAP adjustments do not take into consideration the impact of taxes on such adjustments. |